INTRODUCTION AND SCOPE

These Digital Asset Services Terms of Service (the “Digital Asset Terms”) govern your access to and use of the digital asset services made available by Grey Inc. (“Grey”, “we”, “us”, or “our”), including the ability to purchase, sell, exchange, transfer, receive, or otherwise interact with supported digital assets through the Grey platform (the “Digital Asset Services”).

These Digital Asset Terms form part of, and are to be read together with, Grey’s general Terms of Service (the “General Terms”), as well as any other policies, disclosures, or guidelines that Grey may publish or communicate from time to time in connection with the Digital Asset Services. To the extent of any inconsistency in relation to Digital Asset Services, these Digital Asset Terms shall prevail.

By accessing or using the Digital Asset Services, you represent and warrant that you understand the nature of Digital Assets, the risks associated with them, and that you agree to be bound by these Digital Asset Terms.

ELIGIBILITY AND AVAILABILITY

Digital Asset Services may not be available in all jurisdictions and may be restricted or prohibited based on applicable laws, regulatory requirements, sanctions regimes, licensing limitations, or Grey’s internal risk management policies.

Access to Digital Asset Services is conditional upon your continued satisfaction of eligibility criteria determined by Grey from time to time, including identity verification, enhanced due diligence, transaction monitoring, source of funds verification, and ongoing compliance assessments.

Grey reserves the right, at its sole discretion and without prior notice where necessary, to limit, suspend, or terminate your access to Digital Asset Services where:

• required to comply with applicable law or regulatory obligations;
• required to mitigate legal, financial, reputational, or operational risk; or
• your use of the Digital Asset Services is determined to be high-risk, non-compliant, or inconsistent with Grey’s policies.

REGISTRATION

• To use Grey, you have to create a Grey account by registering. To register, you will provide us with certain information such as your email, first name, last name, business name and phone number and we may seek to verify your information, (by ourselves or through third parties), after which we will approve your account unless deemed risky. You permit us to do all these.
• In the event that you change any information provided to us at registration including your business name, address, financial institution, mode of payments or the products and services that you offer, or where a corporate restructuring occurs, You agree to notify us within 14 days of such change. We may be unable to respond to you if you contact us from an address, telephone number or email account that is not registered with us.

DIGITAL ASSET SERVICES

Grey may enable you to purchase, sell, exchange, transfer, receive, or otherwise transact in supported digital assets (“Digital Assets”), being cryptographically secured digital representations of value or rights that utilise distributed ledger technology or similar technology.
Grey does not guarantee the availability, liquidity, or continued support of any Digital Asset. The list of supported Digital Assets may change at any time, and Grey may, without liability:

• add or remove Digital Assets; 
• suspend trading, deposits, or withdrawals; 
• impose limits or restrictions on transactions; or 
• discontinue support entirely.

Such actions may occur without prior notice where required due to regulatory direction, legal risk, network instability, or partner constraints.

CUSTODIAL WALLET

Grey may provide access to a digital asset wallet within the platform (the “Grey Wallet”) for the purpose of holding and transacting in Digital Assets.

The Grey Wallet is a custodial wallet. Grey, acting directly or through its third-party infrastructure providers and custodial partners, holds, manages, and controls the private cryptographic keys associated with Digital Assets held on your behalf. You do not hold, control, or have direct access to the private keys to your Digital Assets at any time.

You retain beneficial ownership of your Digital Assets, subject to these Digital Asset Terms. However, your ability to access, transfer, or otherwise deal with such Digital Assets is dependent on Grey and its Partners maintaining operational control of the wallet infrastructure and private keys.

Digital Assets held through the Grey Wallet may be held in pooled or omnibus wallets together with assets of other users, and not in separately identifiable blockchain addresses assigned to you individually. Grey maintains internal records to reflect your entitlement to Digital Assets held on your behalf.

As a result of the custodial nature of the Grey Wallet:

• you do not have direct control over Digital Assets on the blockchain; 
• transactions are initiated and processed through Grey’s systems and its Partners; 
• access to your Digital Assets is subject to platform availability, security controls, and compliance procedures. 

In the event of insolvency, administration, or similar proceedings affecting Grey or any of its custodial or infrastructure Partners, the treatment of Digital Assets held in custody may be uncertain and subject to applicable law. You may not have priority over other creditors, and there is a risk that you may experience delays, restricted access, or partial or total loss of your Digital Assets.

In addition, Digital Assets may be subject to loss, theft, or compromise in the event of cybersecurity incidents, key management failures, or other operational disruptions affecting Grey or its Partners. While Grey implements security measures designed to protect Digital Assets, it does not guarantee the prevention of such events or the recovery of Digital Assets in all circumstances.

Digital Assets held through the Grey Wallet:

• are not deposits; 
• are not bank accounts; 
• do not constitute fiat currency; 
• are not insured by the Federal Deposit Insurance Corporation (FDIC) or any equivalent deposit or investor protection scheme.

No interest, yield, or return is generated on Digital Assets held in custody unless expressly stated otherwise.

TRANSACTIONS

Grey may permit you to:

• purchase Digital Assets using fiat balances;
• sell Digital Assets for fiat value;
• exchange one Digital Asset for another;
• transfer Digital Assets to external blockchain addresses; and
• receive Digital Assets from external sources.

All transactions are initiated based on your instructions. You are solely responsible for ensuring that all transaction details, including wallet addresses, blockchain networks, and asset types, are accurate and compatible.

Grey does not verify the correctness of recipient addresses or network selections and shall not be liable for any loss resulting from user error, including transfers to incorrect, invalid, or unsupported addresses or networks.

Grey may impose transaction limits, delays, or additional verification requirements based on transaction size, risk profile, or regulatory obligations.

You acknowledge and agree that all Digital Asset transactions are final once executed and that you will not be entitled to cancel, reverse, or request a refund of any transaction, including in cases of user error. You bear sole responsibility for any errors in transaction instructions and acknowledge that such errors may result in permanent and unrecoverable loss

TRANSACTION EXECUTION AND FINALITY

Digital Asset transactions may be executed through third-party liquidity providers, trading venues, or execution partners integrated into the platform. Grey may act solely as an intermediary that routes your transaction instructions to such providers.

All Digital Asset transactions are final and irreversible once executed, regardless of transaction type. This includes, without limitation:

• purchases of Digital Assets; 
• sales of Digital Assets; 
• exchanges or swaps between Digital Assets; and 
• transfers to external blockchain addresses. 

Once a transaction has been executed or confirmed on a blockchain network, it cannot be cancelled, reversed, refunded, or modified under any circumstances, except where required by applicable law.

Execution prices are indicative until confirmed and may change due to market volatility, liquidity constraints, slippage, or execution latency. Grey does not guarantee execution at any quoted or displayed price.

FEES AND NETWORK CHARGES

Digital Asset transactions may be subject to fees, spreads, or other charges determined by Grey, including trading fees, conversion fees, and withdrawal fees.

In addition, blockchain networks impose transaction fees (“gas fees”) that are independent of Grey and may vary significantly based on network congestion and protocol conditions.

You acknowledge and agree that all applicable fees will be charged to you or deducted from your transaction amount and that Grey is not responsible for fluctuations in network fees or delays caused by blockchain conditions.

THIRD-PARTY AND PARTNER INFRASTRUCTURE

Digital Asset Services are enabled through third-party infrastructure providers, liquidity providers, custodians, and other service partners engaged by Grey.

Grey may rely on such partners for:

• custody and wallet infrastructure;
• trade execution and liquidity sourcing;
• settlement and transaction processing; and
• compliance and monitoring functions.

These partners may operate under their own regulatory licences, contractual arrangements, and technical frameworks.

Grey does not control and is not responsible for the acts, omissions, performance, or security of such third parties. To the maximum extent permitted by law, Grey shall not be liable for any loss arising from system outages or failures, delays or failed transactions, security breaches or insolvency or default of such partners.

RISK DISCLOSURE

Digital Assets involve a high degree of risk and may not be suitable for all users. By accessing or using the Digital Asset Services, you acknowledge, understand, and accept the risks described in this section.

You should carefully consider whether Digital Asset transactions are appropriate for you in light of your financial condition, risk tolerance, and experience.

You acknowledge that you have read and understood this Risk Disclosure section and that you assume all risks associated with Digital Asset transactions.

Without limitation, the following risks apply:

a. Market Risk

Digital Assets are highly volatile and subject to rapid and unpredictable price fluctuations. The value of Digital Assets may increase or decrease significantly over short periods of time, and you may lose the entire value of your investment.

Digital Assets are not backed by any government, central bank, or other authority and are not legal tender in most jurisdictions.

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b. Liquidity Risk

Digital Asset markets may be illiquid or become illiquid at any time. This means that you may not be able to buy, sell, or exchange Digital Assets at your desired price or at all.

Liquidity may be affected by market conditions, trading volumes, system outages, or the unavailability of liquidity providers.

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c. Regulatory and Legal Risk

The legal and regulatory status of Digital Assets varies by jurisdiction and may change at any time without prior notice. Regulatory actions may restrict, suspend, or prohibit the use, transfer, or trading of Digital Assets.

Grey may be required to suspend or discontinue support for any Digital Asset or service in response to legal or regulatory requirements, which may affect your ability to access or use your Digital Assets.

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d. Technology and Cybersecurity Risk

Digital Assets operate on blockchain networks and related technologies that may be subject to vulnerabilities, bugs, protocol failures, or cyberattacks.

Smart contracts, consensus mechanisms, and cryptographic systems may fail or be exploited, which could result in loss, theft, or permanent inaccessibility of Digital Assets.

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e. Custodial Risk

Digital Assets held through the Grey Wallet are custodied by Grey and its third-party Partners. You do not control the private keys to your Digital Assets.

As a result, you are exposed to risks associated with custodial arrangements, including loss arising from operational failures, cybersecurity breaches, key management failures or insolvency or default of Grey or its Partners. 

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f. Transaction Irreversibility Risk

Digital Asset transactions are generally irreversible once executed or confirmed on a blockchain. Errors, including incorrect wallet addresses, incorrect network selection, or incorrect transaction amounts, may result in permanent and unrecoverable loss of Digital Assets.

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g. Network and Transaction Fee Risk

Digital Asset transactions may require payment of network fees (commonly referred to as “gas fees”), which are determined by the relevant blockchain network and are outside Grey’s control.

Network fees may fluctuate significantly due to network congestion and may increase the cost of transactions or delay execution.

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h. Stablecoin Risk

Certain Digital Assets classified as “stablecoins” are intended to maintain a stable value relative to a reference asset. However, stablecoins may be subject to de-pegging, loss of reserves, liquidity shortfalls, or failure of the issuing entity.

There is no guarantee that any stablecoin will maintain its value or redeemability.

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i. Counterparty Risk

Digital Asset Services rely on third-party Partners, including custodians, liquidity providers, and execution venues.

You are exposed to the risk that such parties may fail, default, become insolvent, or otherwise be unable to perform their obligations, which may result in delays, losses, or inability to access Digital Assets.

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j. Jurisdictional and Tax Risk

You are responsible for complying with all laws applicable to your use of Digital Asset Services, including tax, reporting, and regulatory obligations in your jurisdiction.

Digital Asset transactions may give rise to tax liabilities, and tax treatment may vary across jurisdictions.

Grey does not provide tax advice and does not guarantee that Digital Asset Services are permitted or appropriate in your jurisdiction.

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k. Additional Important Risks

In addition to the risks described above, you acknowledge and accept the following:

• Loss of Access: You may lose access to your Digital Assets due to technical failures, loss of account access, security breaches, or actions taken by Grey or its Partners in compliance with legal or regulatory requirements.

• No Guaranteed Market: There may be no available market or liquidity for certain Digital Assets at any given time. You may not be able to sell, convert, or transfer your Digital Assets when you wish, or at any expected price.

• Forks and Protocol Changes: Blockchain networks may undergo forks, upgrades, or other protocol changes that may affect the value, functionality, or availability of Digital Assets. Grey is not obligated to support any forked or modified assets.

• Service Disruptions: Access to Digital Asset Services may be interrupted, delayed, or unavailable due to system outages, maintenance, network issues, or failures of third-party providers.

• No Compensation or Protection: Digital Assets are not covered by any investor protection scheme, deposit guarantee scheme, or compensation arrangement. In the event of loss, you may not be entitled to any compensation.

• Irrecoverable Loss: Transactions involving Digital Assets are typically irreversible. Once completed, transactions cannot be undone, and losses resulting from errors, fraud, or unauthorized activity may not be recoverable.

• You should not use Digital Asset Services unless you fully understand these risks and are prepared to bear the risk of losing the entire value of your Digital Assets.

REGULATORY AND COMPLIANCE CONTROLS

Grey may monitor your activity and transactions to comply with applicable laws, including anti-money laundering, counter-terrorism financing, sanctions, and fraud prevention obligations.

Grey may delay, block, refuse, or report any transaction or account activity where required to comply with legal or regulatory requirements or internal policies.

SUSPENSION AND RESTRICTIONS

Grey may suspend, restrict, or terminate your access to Digital Asset Services at any time where necessary to:

• protect the integrity or security of the platform;
• address suspected fraud or misconduct;
• comply with legal or regulatory requirements; or
• mitigate operational or financial risk.

Grey may also modify, suspend, or discontinue any aspect of the Digital Asset Services without liability, including support for any Digital Asset, trading functionality, or wallet services, at any time where necessary for legal, regulatory, security, or operational reasons. Where reasonably practicable, Grey will provide notice of such changes.

DISCLAIMERS

Digital Asset Services are provided on an “as is” and “as available” basis. Grey makes no representations or warranties regarding availability, performance, accuracy, or suitability.

Grey does not provide investment, financial, legal, or tax advice. You are solely responsible for evaluating the appropriateness of Digital Asset transactions.

LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, Grey shall not be liable for any loss arising from or in connection with Digital Asset Services, including losses resulting from market volatility, transaction finality, blockchain failures, cybersecurity incidents, or third-party failures.

NOTHING IN THIS SECTION SHALL EXCLUDE OR LIMIT LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

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PARTNER, LICENSING AND SERVICE DELIVERY DISCLOSURE

Grey provides Digital Asset Services through a network of third-party service providers, which may include licensed entities, custodians, liquidity providers, execution venues, and technology infrastructure providers (collectively, “Partners”).

These Partners may perform core functions of the Digital Asset Services, including but not limited to:

• custody and safeguarding of Digital Assets; 
• operation of wallet infrastructure and private key management; 
• trade execution and liquidity sourcing; 
• settlement and transaction processing; 
• compliance, monitoring, and risk management functions. 

Certain aspects of the Digital Asset Services may be carried out under the regulatory licences, permissions, or authorisations of such Partners, and not those of Grey. As a result, the regulatory treatment of the Digital Asset Services may vary depending on the jurisdiction, the nature of the service, and the specific Partner involved.

Grey may act in different capacities when providing Digital Asset Services, including as an intermediary that facilitates, routes, or transmits user instructions to Partners. Grey is not necessarily the counterparty to every Digital Asset transaction and does not guarantee that it acts as principal in any transaction unless expressly stated.

You acknowledge and agree that:

• Digital Asset Services may be provided, in whole or in part, by or through Partners; 
• your transactions may be executed, settled, or processed by such Partners; 
• your Digital Assets may be held in custody by such Partners; 
• your rights and access to Digital Asset Services are dependent on the continued availability and performance of such Partners. 

Grey does not control the acts or omissions of any Partner and, to the maximum extent permitted by applicable law, shall not be liable for any loss arising from:

• the failure, insolvency, or default of any Partner; 
• delays, errors, or failed transactions caused by Partner systems; 
• regulatory or licensing actions affecting any Partner; or 
• the discontinuation or replacement of any Partner. 

Grey reserves the right to appoint, replace, suspend, or discontinue any Partner at any time without prior notice where necessary for legal, regulatory, security, or operational reasons.

Where required by applicable law or regulation, Grey may provide additional disclosures identifying specific Partners involved in the provision of Digital Asset Services.

Nothing in these Digital Asset Terms shall be construed as creating any direct contractual relationship between you and any Partner, unless expressly stated otherwise.

Nothing in these Digital Asset Terms shall be interpreted as creating a fiduciary relationship, agency relationship, or trust relationship between you and Grey, except as expressly required under applicable law.