CME Digital Asset Trading Platform End User License Agreement ("EULA")

This End-User Licence Agreement (the “EULA”) is a legal agreement between the Participant (which, for the purposes of this EULA, shall be referred to as "You" and “Your”) and CME Digital, governing Your use of the Platform and the related software, technologies and services, including but not limited to the electronic user interface CME Digital makes available to You to conduct Transactions and associated media and documentation, including any updates, patches and new releases made available in respect of any of the foregoing (collectively, the “Software”). By clicking the "I Accept" button, downloading, installing, accessing or utilising the Software or any part of it, You agree to be bound by the terms of this EULA.

Terms defined in the CME Digital Asset Trading Platform Rulebook are used herein as so defined, unless stated otherwise.

Your access to and use of the Software is at all times subject to, and conditional upon there being in full force and effect, a fully-executed, enforceable Participant Agreement between You and CME Digital.

1. Licence

a) You acknowledge and agree that the Software is protected by copyright and other intellectual property laws. You further acknowledge and agree that all right, title and interest in the Software and each part of it are the sole property of CME Digital and its licensors and that You receive no rights, title or interests in the Software except as expressly set forth in this EULA. You agree not to challenge CME Digital's or its licensors’ rights in or otherwise attempt to assert any rights in the Software, except those provided under this EULA.

b) Subject to, and conditional upon Your compliance with, the terms set forth in this EULA, the Participant Agreement and the Rules, CME Digital hereby grants to You and You fully accept, upon delivery, a limited, non-exclusive, revocable, non-transferable, non-sub-licensable right and licence to use only the executable version of the Software solely to the extent required for You to use the Platform in accordance with its normal and intended functionality and the related services provided by CME Digital, including the execution of any Transactions.

c) By submitting or authorising others to submit any data to the Platform, You acknowledge and agree that CME Digital shall own and be unconditionally vested with all intellectual property rights in any such data. You will promptly execute, and will use reasonable endeavours to procure that any third parties promptly execute, such documents and do such acts as CME Digital may reasonably consider necessary to vest all such intellectual property rights in CME Digital or its nominee.

2. Licence restrictions

To the maximum extent permitted by Applicable Law, You agree not to:

i. copy, modify, adapt, translate or otherwise make any use of the Software other than in accordance with, and to the extent expressly permitted by, this Agreement;

ii. license, sublicense, sell, resell, transfer, assign, rent, lease, export, import, act as a provider, distribute or otherwise commercially exploit or make available to any third party the Software in any way;

iii. disclose, decompile, modify, disassemble or reverse engineer the Software;

iv. access or attempt to access any of the source code to the Software;

v. use the Software as a commercial provider of hosting services or application service provider;

vi. remove or modify any proprietary markings or restrictive markings placed on the Software;

vii. use any programme or application to interface with the Software;

viii. use the Software in violation of any Applicable Law;

ix. introduce any malicious code into the Software; and

x. use the Software except as expressly permitted under this EULA and/or as directed in any accompanying user guides (including, for the avoidance of doubt the Rules).

d) You acknowledge that the Software may contain information deemed confidential or otherwise proprietary to CME Digital and its Affiliates and licensors, and You agree to handle the Software with at least the same degree of care employed with respect to Your own confidential or proprietary information. You shall be responsible for obtaining and paying for internet connections and other third-party hardware, software and services necessary to access the Platform.

3. Infringement claims

In the event that CME Digital or, where applicable, any of its licensors reasonably determines that the Software, or any part of the Software is likely to be the subject of a claim of infringement, violation, or misappropriation of third party rights, CME Digital shall have the right (but not the obligation), at its own expense and option, to: (i) replace the infringing components of the Software with other reasonably acceptable components of the same or similar functionality; or (ii) suitably and reasonably modify the Software so that they are non-infringing. If none of the foregoing options are available to CME Digital or its licensors on commercially reasonable terms, You accept that CME Digital may revoke the licences and rights granted under this EULA without further liability to You.

4. Disclaimer

Except as expressly set forth in the Rules, the Software is provided on an “as is” and “as available” basis. Neither CME Digital nor any of its Affiliates and licensors make any warranties in connection with this EULA and hereby disclaim any and all implied or statutory warranties, including all implied warranties of merchantability, non-infringement, fitness for a particular purpose, error-free or uninterrupted operation and any warranties arising from a course of dealing, course of performance or usage of trade. To the extent that CME Digital may not, as a matter of Applicable Law, disclaim any warranty, the scope and duration of such warranty shall be the minimum permitted under such law.

The Software and Platform may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. CME Digital is not responsible for any delays, delivery failures, or other damage resulting from such problems.

5. Security

a) For security purposes, CME Digital recommends that You: (i) memorise your Password for access to the Software and its applications; (ii) not share your User ID and Password with any other person; and (iii) create a record of Your Password.

b) You acknowledge and agree that: (i) You are responsible for protecting as confidential Your e-mail address, User ID, Password, and other account information associated with Your use of the Software and its applications; and (ii) while CME Digital endeavours to limit and protect access to the Software and its applications, CME Digital bears no obligation or liability whatsoever with respect to unauthorised access to the Software and its applications.

6. Liability

a) In no event will CME Digital be liable for indirect, special, incidental or consequential damages arising out of the use or inability to use the Software, even if advised of the possibility of such damages. In particular, and without limitation, CME Digital shall have no liability for any data stored or processed with the Software, including the costs of recovering such data.

b) You may not export, ship, transmit, or re-export the Software in violation of any Applicable Law, including, without limitation, the Export Administration Regulations issued by the United States Department of Commerce, or any such similar law or regulation issued by such other governmental entity which may have jurisdiction over such export.

c) You shall defend, indemnify, and hold harmless CME Digital and its Affiliates and licensors and their respective officers, directors, managers, employees, and shareholders from all liability, claims, losses (including loss of profits, revenue and goodwill), damages, fines, penalties, injuries to persons or property, costs, and expenses (including reasonable legal fees and dispute resolution expenses) arising from or related to: (i) Your gross negligence or wilful misconduct; (ii) Your breach of this EULA; (iii) access to, use of and/or reliance upon the Software by You or any third party acting upon Your permission, knowledge, authority or direction; (iv) the use of the Software in connection with a violation of any Applicable Law; and/or (v) the misappropriation, breach, violation, or infringement of any right, title or interest of any third party, including but not limited to, contractual rights, intellectual property rights (including patent, trade mark, copyright, and trade secret rights), rights of privacy, and rights of publicity and personality.

d) To the maximum extent permitted by Applicable Law, CME Digital’s liability under this EULA shall be limited to the amount paid by You to CME Digital in connection with your use of the Software.[MA1]

e) Nothing in this EULA will exclude or limit CME Digital’s liability for: (i) death or personal injury caused by CME Digital’s negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which may not be excluded or limited under Applicable Law.

7. Termination

a) Your right to use the Software continues until this EULA is terminated. You may terminate this EULA at any time by written notice to CME Digital. This EULA will automatically terminate without notice upon the termination of Your Participant Agreement.

b) You understand and agree that CME Digital may at any time, and without additional notice to You, terminate this EULA or modify, suspend, discontinue, or block access to some or all of the features of Software if: (i) CME Digital determines that You have materially breached this EULA and/or the Rules (without limiting the generality of the foregoing any unauthorised use of the Software by You will be deemed a material and irremediable breach of this EULA); (ii) CME Digital determines that You are not or may not be in compliance with any Applicable Law; (iii) CME Digital or its Affiliates are ordered by any regulator, law enforcement or other government agency to suspend or terminate Your access to or use of the Software; or (iii) CME Digital determines that such action is necessary to protect or maintain the Software, to prevent fraud or misrepresentation by affirmative acts or omissions, or to protect CME Digital, its Affiliates or licensors.

c) Upon any termination, You agree to cease all access to and use of the Software, remove all Software from Your computers, destroy all copies of the Software, and, upon request from CME Digital, certify in writing Your compliance with such requirements.

d) The provisions of this EULA relating to intellectual property ownership, Your representations and warranties, confidentiality, use policies and restrictions, indemnification, warranty disclaimers, limitations of liability, assignment, modifications, interpretation, dispute resolution and choice of law shall survive termination of this EULA for the maximum term permitted by Applicable Law.

8. Severability

If any of the terms, or portions thereof, of this EULA are invalid or unenforceable under any Applicable Law, the court shall reform the contract to include an enforceable term as close to the intent of the original term as possible; all other terms shall remain unchanged.

9. Updates to this EULA

CME Digital may need to change the terms and conditions of this EULA from time to time, for example, to reflect changes in Applicable Law or best practice or to deal with additional features which CME Digital introduces. CME Digital will provide You with an updated EULA and give You at least 30 days’ notice before any changes come into effect. If You do not accept the notified changes, You will not be permitted to continue to use the Software and You will be entitled to terminate this EULA at any time during such 30-day period upon written notice, failing which, such changes shall be deemed accepted by You and shall have full force and effect upon expiry of the 30-day period.

10. Entire Agreement

This EULA, together with the Participation Agreement and the Rules, constitute the entire agreement between You and CME Digital relating to the subject matter hereof.

11. No Waiver

The waiver or failure of either party to exercise in any respect any right provided for in this EULA shall not be deemed a waiver of any further or future right under this EULA.

12. Assignment

This EULA shall inure to the benefit of, and is freely assignable to, CME Digital's successors and assignees of rights in the Software. You may not assign this EULA or any part of it without CME Digital’s prior written consent.

13. Irreparable Injury.

You acknowledge that CME Digital may be irreparably harmed by any breach of this EULA, and You agree that CME Digital may seek, in any court of appropriate jurisdiction, an injunction and/or any other equitable relief necessary to prevent or cure any such actual or threatened breach thereof, without the necessity of proving monetary damages or posting a bond or other security. The preceding sentence shall in no way limit any other legal or equitable remedy, including monetary damages, CME Digital would otherwise have under or with regard to this EULA.

14. Third parties

For the purposes of the Contracts (Rights of Third Parties) Act 1999 this EULA is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

15. Governing Law

This EULA is governed by the laws of England and Wales, without regard to its choice of law principle and the parties agree that any dispute relating to its terms or subject matter shall be subject to the exclusive jurisdiction of the English courts.