User Agreement & E-Sign Disclosure

‍Table of Contents

1. Introduction

2. Account Creation & Eligibility

3. Digital Asset Risk Disclosure

4. Professional Advice

5. Digital Asset Wallets

6. Buying, Selling, And Transferring Digital Assets

7. Dispute Resolution; Arbitration; Class Action Waiver

8. Governing Law and Forum Selection

9. Taxes

10. Account Suspension or Termination

11. Regulatory Landscape

12. Amendments to This Agreement

13. Miscellaneous Provisions

1. Introduction

This User Agreement (the “Agreement”) is entered into by and between you(also referred to as “User” or “Customer”) and (“Surus,” “we,” “us,” or “our”). This Agreement governs your use of the products and services offered by Surus, as described herein and as may be provided from time to time (collectively, the“Services”).

2. Account Creation & Eligibility

Eligibility Requirements. You must be at least 18 years of age (or the age of legal majority in your jurisdiction) and reside in an area where Surus lawfully operates. Certain features may be restricted based on jurisdictional or other considerations.

Registration. By creating an account through which the Surus Services will be provided (a “Surus Account” or “Account”), you represent and warrant that all registration information you provide is accurate, current, and complete. We may require identity verification and compliance with anti-money laundering (“AML”) and know-your-customer (“KYC”) procedures. Surus reserves the right to suspend, restrict, or terminate any Surus Account at its discretion, without prior notice.

Consent to Data Processing & Privacy. You agree that Surus may collect, store, and process your personal information in accordance with applicable laws and the Surus Privacy Policy. By submitting personal data, you acknowledge that Surus may use third-party providers to verify that information, and that certain data may be shared as necessary to fulfill regulatory or compliance obligations.

Access & Service Availability. While Surus strives to maintain continuous access to the Services, disruptions or delays may occur, particularly during periods of high transaction volume or unexpected system issues. Surus is not responsible for any loss or missed opportunity arising from technical or operational interruptions.

3. Digital Asset Risk Disclosure

For the purposes of this Agreement, “Digital Assets” refers to any intangible digital representation of value based on cryptographic protocols or distributed ledger technology that Surus recognizes as eligible for tokenization, storage, purchase, sale, or transfer through the Services.

Buying, selling, holding, or otherwise dealing in Digital Assets may involve significant risk, including the potential for substantial losses due to market volatility. You should consult professionals(such as financial advisors, attorneys, or tax experts) to assess whether holding Digital Assets is suitable for you. Surus is not liable for losses resulting from changes in the value of Digital Assets.

4. Professional Advice

Surus does not provide investment, financial,legal, or tax advice. Any educational, informational, or other materials made available by Surus regarding Digital Assets are not intended as a substitute for professional advice.

You bear sole responsibility for determining whether any transaction involving Digital Assets is appropriate for your individual objectives, financial circumstances, and risk tolerance. Surus is not registered with the U.S. Securities and Exchange Commission and does not offer securities services in the United States or elsewhere unless expressly stated. Digital Assets are not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or the Securities Investor Protection Corporation (“SIPC”).

5. Digital Asset Wallets

As a component of the Services, Surus may provide a virtual wallet for users’ Digital Assets (“Surus Wallet”). For the avoidance of doubt, all Surus Wallets are non-custodial. Accordingly, users retain title to Digital Assets held in a Surus Wallet. For compliance purposes, Surus will maintain a separate key that is needed to complete any transactions involving a Surus Wallet.

Material changes such as “forks” may impact the functionality or value of Digital Assets. At its sole discretion, Surus may suspend or otherwise adjust Services pertaining to any affected Digital Asset to maintain the security and integrity of our Services.

6. Buying, Selling, And Transferring Digital Assets 

Payment Methods. If Surus permits funding your account with fiat currency (e.g., USD), you must use methods (such as bank transfers, cards, or other approved means) that comply with our policies. All fees, costs, and delays associated with such transfers are your responsibility. Please note that in some instances interests in trusts may be acquired using Digital Assets.

Transactions. Transfers of Digital Assets in your Surus Wallet may be made only to transferees who qualify as permissible transferees under the trust and investor agreements controlling your Surus Account. Surus does not operate as a securities exchange, nor does it  provide a match market for holders of Surus Accounts.

Fees & Pricing. Transaction fees, spreads, or other charges may apply, and will be disclosed at the time of the transaction or detailed in a separate fee schedule. Surus may change its fees or pricing structure with notice.

Outbound & Inbound Transfers. Permissible transfers of Digital Assets may not be made to external wallets. All such transfers must be made to Surus Wallets created for the permitted transfers.

Unauthorized Transactions. If you suspect any unauthorized or erroneous transaction, you must promptly notify Surus. Once transactions are broadcast to the relevant blockchain, they are typically irreversible, and Surus cannot guarantee recovery of assets.

7. Dispute Resolution; Arbitration; Class Action Waiver

This Dispute Resolution, Arbitration, and Class Action Waiver provision (“Provision”) facilitates the prompt and efficient resolution of any dispute, claim, controversy or cause of action,whether based in contract, statute, regulation, ordinance, tort – including,but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence – or any other legal or equitable theory that may arise between you and Surus (collectively, a “Dispute”). In this Provision, “dispute” is given the broadest meaning enforceable by law and includes any claims relating to this Agreement or your use of any of our Services.

This Provision provides that all disputes between us will be resolved by binding arbitration. Acceptance of this Agreement constitutes a waiver of your right to litigation and all opportunity to be heard by a judge or a jury. To be clear,there is no judge or jury in arbitration and judicial review of an arbitration award is limited. The arbitrator must follow this Provision and can award the same damages and relief (including attorney’s fees) that a court is permitted to award. You may, however, opt out of the arbitration requirements of this Provision, in accordance with the provisions below, in which case you would have the right or the opportunity to bring claims in court, before a judge or a jury.

Exclusions from Arbitration/Right to Opt-Out. Notwithstanding the above, you or we may choose to pursue a dispute in courtand not by arbitration if: (a) the dispute qualifies for initiation in small claims court; (b) the claims arise from or relate to theft, piracy or unauthorized use of intellectual property, in which case such claims may be brought in state or federal court or in the U.S. Patent and Trademark Office to protect a parties intellectual property rights; or (c) YOU OPT OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE EARLIER OF THE DATE THAT YOU FIRST VERIFIABLY ACCESS THE WEBSITE OR USE THE SERVICES (the “Opt Out Deadline”). You may opt out of this Provision by emailing the following information to info@surus.io: (1) your name; (2) your address; and (3) a clear statement that you do not wish to resolve disputes with us through arbitration. Opting out of arbitration won't affect your relationship with us. However, any opt out request received after the deadline is invalid and you must resolve your dispute in arbitration or small claims court.

Pre-Arbitration Claim Resolution. For all disputes, whether pursued in court or arbitration, you must first give us an opportunity to resolve the dispute which is done by emailing the following information to info@surus.io: (1) your name, (2) your address, (3) a written description of your claim, and (4) a description of the specific relief you seek. If we do not resolve the dispute within 45 days of receiving your notification, then you may pursue your dispute in arbitration. You may pursue your dispute in court only under the circumstances described below.

Arbitration Procedures. If this Provision applies and the dispute is not resolved as provided above, either you or we may initiate arbitration proceedings administered by JAMS in accordance with its Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and its Comprehensive Arbitration Rules and Procedures for claims exceeding$250,000. The arbitration shall be commenced as an individual arbitration only and shall in no event be commenced as a class arbitration or a consolidated or representative action or arbitration. Notwithstanding the foregoing, where twenty-five (25) or more similar demands for arbitration are filed against Surus by individual claimants represented by the either the same law firm or law firms acting in coordination, JAMS Mass Arbitration Procedures and Guidelines shall apply. All issues shall be for the arbitrator to decide,including the scope of this Provision. You may initiate an arbitration by visiting the JAMS website at www.jamsadr.com.

The arbitration will be initiated in North Carolina unless the parties agree in advance to another location or an arbitration using remote means. You and Surus further agree to submit to the personal jurisdiction of any federal or state court in Buncombe County, North Carolina in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

The Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes.However, the arbitrator will apply Delaware substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.

The arbitrator shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to any claim that all or any part of this Agreement is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity.

The arbitrator’s award shall be written and shall be binding on the parties and maybe entered as a judgment in any court of competent jurisdiction. The arbitrator may award individually any relief available pursuant to applicable law and will not have the power to award relief to, against or for the benefit of anyone not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party or if required by applicable law. Such an award will be final and binding on the parties, except for any right of appeal provided by the FAA or other applicable law.

You will be required to pay $250 to initiate an arbitration against us. If the arbitrator finds the arbitration to be non-frivolous, Surus will pay all other fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.

The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

Class Action Waiver. WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND SURUS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR A CLASS MEMBER IN ANY PURPORTED CLASS, PRIVATE ATTORNEY GENERAL OR OTHER REPRESENTATIVE ACTION. Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims unless both you and we specifically agree to do so in writing following initiation of the arbitration.

8. Governing Law and Forum Selection

This Agreement and the relationship between you and us shall be governed by the laws of the State of Delaware, without regard to its conflict of law provisions. In circumstances where the arbitration procedures outlined above permit the parties to litigate in court, you agree that the exclusive jurisdiction for such claim or dispute or any cause of action between you and Surus shall be the federal or state courts located in Buncombe County, North Carolina.

9. Taxes

In some instances, the tax treatment of Digital Assets held in your account and your Digital Asset transactions may not be certain. For the avoidance of doubt, you are responsible for determining and paying any taxes arising from such holdings and transactions. Surus does not offer investment, legal, or tax advice and will report your earnings on your Account and Digital Asset transactions to government authorities as required by law. 

Surus will withhold taxes on your earnings on your Account as required by applicable law. Surus may request tax documentation or certification of your taxpayer status; failure to comply within the specified time frame may result in withholding and/or remission of taxes to a tax authority as required by applicable law. You should conduct due diligence and consult tax advisors before proceeding with Digital Asset transactions. 

10. Account Suspension or Termination

By using the Services, you acknowledge that Surus may, at our sole discretion, immediately suspend or terminate your Account and/or freeze any Digital Assets held in your Surus Wallet without prior notice if:

1. We suspect you are in violation of any part of this User Agreement, our AML program, any applicable law or regulation, the trust and investment agreement applicable to you, or if you pose a reputational or other significant risk to Surus;

2. We are required to do so by law, a regulatory authority, a court order, a facially valid subpoena, or other binding directive from a governmental authority;

3. We detect any suspicious or unauthorized activity, or suspect an attempt at unauthorized access to your Account or login credentials;

4. Your Account has been inactive (not accessed) for two (2) years or more.

You further agree that Surus may, in accordance with applicable abandoned property or escheatment laws, surrender any unclaimed or abandoned assets held by Surus on your behalf.

If your Account is suspended or terminated,you will be notified either at the time you attempt to log in to the Surus Services platform or by another method we select. As permitted and/or required bylaw, we may also provide written notice regarding the suspension or termination.

Upon termination of your Account, we may, unless otherwise prohibited by law and at our sole discretion, liquidate any remaining assets in your Surus Wallet and return the proceeds—minus any applicable costs or fees—to the account or address you designate. You expressly authorize Surus to sell such remaining assets at the then-prevailing market prices and remit the proceeds, less costs, to your chosen account or address.

11. Regulatory Landscape

Digital Assets operate under evolving and often uncertain regulatory frameworks in the United States and various foreign jurisdictions. In the United States, Digital Assets may be subject to oversight by one or more federal and/or state agencies.

Future legislation, regulations, or directives at the state, federal, or international level may negatively impact the use, transfer, exchange, and valuation of Digital Assets. Such legal or regulatory developments may affect Digital Asset prices and their acceptance by users, merchants, service providers, and others.

12. Amendments to This Agreement

Surus may revise or modify this Agreement at any time by posting a revised version to our website or by otherwise notifying you (“Revised Agreement”). The Revised Agreement takes effect upon posting. Your continued use of the Services following any such posting constitutes your acceptance of the Revised Agreement. If you do not wish to be bound by a Revised Agreement, you must discontinue your use of the Services and close your Surus Account.

13. Miscellaneous Provisions

Entire Agreement. This Agreement (together with our Website Terms and Conditions, Privacy Policy, and any other legal documents, policies, terms, or agreements that you have entered into with us to supplement this Agreement) comprise the entire agreement between you and Surus relating to your use of our Services, and supersede all prior agreements and negotiations, whether oral or written. This Agreement supersedes any previous terms of service relating to use of our Services to which you and Surus may have been bound.

Assignment. Surus may assign or transfer its rights and obligations under this Agreement to an affiliate or in connection with a corporate merger, consolidation, or sale of assets. You may not assign or transfer any rights or obligations hereunder without prior written consent from Surus and as permitted by this Agreement.

Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of this Agreement shall remain in full force and effect.

Force Majeure. Surus is not responsible for any delays or failures caused by events beyond its reasonable control, including but not limited to acts of God, war,terrorist activities, labor disputes, or disruptions of telecommunications,power, or the internet.

No Waiver. Failure by Surus to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.

Notices. Surus may provide any notice required or permitted under this Agreement via email, on our website, or by other means as determined by Surus in its discretion.

Security Measures. You are solely responsible for safeguarding your account credentials,including passwords, multi-factor authentication codes, and private keys. Surus is not liable for unauthorized transactions resulting from compromised login information.

Prohibited Activities. Your use of the Services subject to applicable law including but not limited to export restrictions, end-user restrictions, antiterrorism laws, and economic sanctions. You agree not to use the Services in any way that violates applicable laws or this Agreement,including the misuse of the Services for unlawful, fraudulent, or prohibited purposes. Surus reserves the right to suspend or terminate your access if it suspects violations.

E-Sign Disclosure. Surus is required by law,regulation, or agreement to provide certain disclosures "in writing."To receive these disclosures electronically you must agree to the terms of our“E-Sign Disclosure and Consent.” Please contact us if you would like a copy of this document.

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Addendum 1: E-Sign Disclosure and Consent

Surus is required by law, regulation, or agreement to provide you certain Disclosures (defined below) "in writing." With your consent, we may deliver these disclosures electronically. We also require your general consent to utilize electronic records and signatures in our interactions with you. You must review and consent to the terms outlined below before using our Digital Services (defined below).

For purposes of this Addendum,“Disclosures” mean any authorization, agreement, disclosure, notice, or other information related to your Account or our Services, including but not limited to, information that we are required to provide in writing. All Disclosures we provide you in electronic or paper format from will be considered “in writing.”

Disclosures We Will Provide to You Electronically

You agree that we may provide your Disclosures in electronic format, and that we may omit  sending paper Disclosures to you. We will only provide Disclosures to you electronically unless and until you withdraw your consent as described below.

Examples of Disclosures we may provide include, but are not limited to:

- Initial notices or agreements governing your Account,associated payment features, or other services provided on our websites,applications, and other digital services (the “Digital Services”);

- All legal, regulatory, and tax disclosures or statements we may be required to make available to you;

- Account details, history, transaction receipts,confirmations, and any other Account or transaction information;

- Notices or disclosures about a change in or amendments to the terms of your Account or associated payment features; and

- Privacy policies and other similar notices.

 Requesting Paper Copies

You acknowledge that you have access to a printer on which you can print paper copies of Disclosures delivered electronically. Please print or download a copy of this Addendum and any other Disclosures that are important to you.

We will not send you a paper copy of any Disclosure, unless you request it or we otherwise deem it appropriate to do so.  You can obtain a paper copy of a Disclosure received electronically by printing it yourself or by requesting that we mail you a paper copy. To request that we mail you a paper copy, please contact us at support@surus.io. We reserve the right, but assume no obligation, to provide a paper(instead of electronic) copy of any Disclosure.

How You Can Withdraw Consent to Receive Disclosures Electronically

You may withdraw your consent to receive Disclosures electronically for any of your Accounts by contacting us at support@surus.io.

We may treat an invalid e-mail address or the subsequent malfunction of a previously valid address as a withdrawal of your consent to receive Disclosures electronically. We will not charge you a fee to process the withdrawal of your consent. If you withdraw your consent to receive Disclosures electronically,the withdrawal will become effective after your request is processed.

An invalid or malfunctioning email address maybe treated as a withdrawal of consent. Withdrawal does not apply to tax documents previously delivered electronically.

You may update the contact information we use for electronic delivery by logging into your Accountand updating your profile or by reaching out to our support team at support@surus.io.

Delivery

Any Disclosures that we provide electronically will be delivered either (1) via your external e-mail address,or (2) on our website. You agree to keep your e-mail address and other contact information contained in your profile up-to-date.

System Requirements

To access and retain our Disclosures you must have:

- A device with internet access and a compatible operating system (e.g., Windows, macOS,iOS, Android);

- An up-to-date web browser (e.g., Chrome, Safari, Firefox);

- Local storage capacity or a printer to retain Communications;

- A valid email address; and

- Software to view HTML and PDF files.

We make no representation, warranty or endorsement with respect to: (a) information placed on the internet by third parties; (b) the security or continued availability of the internet or of any website; or (c) the services, products or information made available over the internet by others whose sites may be accessed,directly or indirectly, as a result of our Services. Furthermore, Surus is not responsible for any electronic virus or viruses that you may encounter.  We suggest that you routinely scan your devices using a virus protection product. 

Termination/Changes

We reserve the right, at our sole discretion, to discontinue providing Disclosures to you electronically, or to change or terminate the terms and conditions under which we provide Disclosures electronically.  We will provide you with notice of any such termination or change as required by law. If you access your Disclosures following such notice, you indicate your agreement to the change.   

Limitation of Liability

Except as otherwise required by law, to the extent we may have breached any term of this Addendum, you agree that your sole remedy is to discontinue use of the electronic Disclosure delivery service.   

Surus is not responsible for(i) any losses or delays in transmission of instructions arising out of the use of an internet service provider or caused by any browser software or hardware,(ii) any computer virus or related problems which may be attributable to the Digital Services, delivery of electronic Disclosures, or any services provided by any internet service provider; or (iii) any interruption in electrical power, telephone service, cable service, or other means of delivery of electronic communication information to your devices. 

Furthermore, Surus will not be liable or responsible for any incompatibility between the electronic Disclosure delivery service and your device, or any lack of capability or capacity of your personal computer system, or your internet service provider.

Neither Surus, any of its affiliates, nor any of our affiliates’ officers, directors, employees, or agents shall be responsible for any direct, indirect, special, incidental, or consequential damages arising in any way out of electronic delivery of the Disclosures.  SURUS MAKES NO EXPRESS OR IMPLIED WARRANTIES CONCERNING ELECTRONIC DELIVERY OF THE DISCLOSURES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY PROPRIETARY RIGHTS UNLESS, AND THEN ONLY TO THE EXTENT, DISCLAIMING SUCH WARRANTIES IS PROHIBITED BY LAW.

Severability

If one or more provision(s) of this Addendum is or are held to be invalid, illegal or unenforceable underapplicable law, the offending portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Addendum,and the balance of this Addendum shall be enforceable in accordance with its terms.

Contact by Surus

No Surus employee, nor any entity affiliated with the Services will contact you via e-mail or phone requesting your confidential password information, or other Account information. Please notify us immediately if you receive a request for such information.