# Terms and Conditions **Date Last Revised: July 18, 2026** Please review these Tessera Terms and Conditions (the "Terms") carefully, as they set forth legally binding terms and conditions between you, TWF (as defined below) and, in respect of any Lending Opportunity (as defined below) in which you participate, the relevant Issuer (as defined below), that govern your access and/or use of (a) the website located at (the "Website"); and (b) the Tessera Smart Contracts (as defined below), in connection with your undertaking of any Tessera Activity (as defined below) and/or Tessera Transaction (as defined below); including related trademarks, and other intellectual property, whether such access and/or use is via (i) the Website ("Website Access") or (ii) command line, locally installed programs, Software Development Kits, software code and blockchain and smart contract explorers (collectively "Direct Access"). For purposes of these Terms, the Website and the Tessera Smart Contracts (as defined below) shall be collectively referred to as "Tessera". By accessing and/or using Tessera and/or participating in any Lending Opportunity (as defined below) to extend any Stablecoin Loan (as defined below) to any Issuer, you ("you" or the "User") agree to these Terms on behalf of yourself and any entity you represent, and you represent and warrant that you have the right and authority to do so. **Tessera (which includes the Website and the Tessera Smart Contracts (as defined below)) are not intended for access and/or use by, and neither TWF (as defined below) nor any Issuer (as defined below) has any intention to accept any Stablecoin Loans (as defined below) from: (a) any Excluded Persons (as defined below); or (b) any person or entity in, or accessing or using the Website from, an Excluded Jurisdiction.** **Accordingly, Excluded Persons (as defined below) should not access and/or use Tessera (which includes the Website and the Tessera Smart Contracts (as defined below)) and/or undertake any Tessera Activity (as defined below) and/or Tessera Transaction (as defined below) and/or participate in any Lending Opportunity (as defined below) or extend any Stablecoin Loan (as defined below) to any Issuer (as defined below).** The Website is owned and operated by Tessera Works Foundation ("TWF"), a foundation established under the laws of Panama with its registered office at Ricardo Arias Street, Advanced Tower Building, First Floor, Panama City, Republic of Panama, and the Tessera Smart Contracts (as defined below) are copyrighted works belonging to TWF and/or its Affiliate(s). TWF stipulates these Terms as owner and operator of Tessera. TWF does not itself borrow any Stablecoin Loans (as defined below) or issue any Stablecoin Loan Tokens (as defined below). Each Stablecoin Loan is extended to, and the corresponding Stablecoin Loan Tokens are issued by, a dedicated issuing subsidiary of TWF incorporated under the laws of Panama with its registered office at Ricardo Arias Street, Advanced Tower Building, First Floor, Panama City, Republic of Panama (each an "Issuer" and collectively the "Issuers"), being the sole issuing entity for the Loan Series (as defined below) to which that Stablecoin Loan relates. TWF issues different Loan Series (as defined below) through different Issuers. As at the Date Last Revised, the Issuers are: * SPX Tessera Issuer Inc., the Issuer for the Loan Series relating to SpaceX, whose Stablecoin Loan Tokens bear the designation "T-SpaceX"; * KLSH Tessera Issuer Inc., the Issuer for the Loan Series relating to Kalshi, whose Stablecoin Loan Tokens bear the designation "T-Kalshi"; and * OPAI Tessera Issuer Inc., the Issuer for the Loan Series relating to OpenAI, whose Stablecoin Loan Tokens bear the designation "T-OpenAI". References in these Terms to the "Issuer" or the "relevant Issuer" in relation to a Lending Opportunity, a Stablecoin Loan, a Loan Series, a PE Opportunity, a PE Investment, any Stablecoin Loan Tokens or any Redemption (each as defined below) are references to the Issuer for the Loan Series to which the same relates (each of User, TWF and, in respect of each Lending Opportunity in which User participates, the relevant Issuer, a "Party", and collectively, the "Parties"). You acknowledge that you will be deemed to have accepted these Terms by accessing and/or using Tessera – whether by Website Access or Direct Access. **TWF reserves the sole right to change these Terms from time to time. The "Date Last Revised" specified on these Terms indicates the date on which the Terms were last changed. You will be notified of those changes and given the opportunity to review and accept the updated Terms when you next access and/or use Tessera. Your acceptance of and/or your continued access and/or use of Tessera following notice of the updated Terms will indicate your acknowledgement of and agreement to be bound by the updated Terms.** ### 1. Overview of Tessera 1.1 Tessera is a digital assets lending platform owned and operated by TWF via which Users who hold digital assets and fulfil eligibility requirements under these Terms can participate in digital asset lending opportunities (collectively "Lending Opportunities" and each a "Lending Opportunity") made available by TWF to loan digital assets ("Digital Asset Loan") to the Issuer for the relevant Loan Series. 1.2 The Lending Opportunities that TWF presently intends to make available for Users' participation are limited to Digital Asset Loans denominated in Accepted Stablecoins only. 1.3 A Lending Opportunity that TWF makes available for Users to extend a Digital Asset Loan of Accepted Stablecoins ("Stablecoin Loan") to an Issuer, will be on and subject to these Terms and to such additional terms ("Additional Terms") that TWF, as owner and operator of Tessera and the party by whom these Terms are stipulated, may stipulate in relation to that Lending Opportunity and Stablecoin Loan and Stablecoin Loan Token issued by the relevant Issuer for that Stablecoin Loan. 1.4 A User who participates in a Lending Opportunity by extending a Stablecoin Loan (such User hereinafter referred to as a "Lender") to the relevant Issuer would receive from that Issuer a token ("Stablecoin Loan Token") on the basis of a one (1) Accepted Stablecoin of Digital Asset Loan : 1 Stablecoin Loan Token. 1.5 Each Issuer intends to make a private equity investment using funding received from Stablecoin Loans extended by Lenders to that Issuer (such as the PE Investments in SpaceX, Kalshi and OpenAI intended to be made by SPX Tessera Issuer Inc., KLSH Tessera Issuer Inc. and OPAI Tessera Issuer Inc. respectively). For the avoidance of doubt, TWF does not itself borrow Stablecoin Loans or make PE Investments; each Stablecoin Loan is borrowed, and each PE Investment is made, by the Issuer for the relevant Loan Series. 1.6 When making available a Lending Opportunity for participation by Users to extend Stablecoin Loans, (a) TWF will specify the private equity investment opportunity ("PE Opportunity") that the relevant Issuer intends to invest in using funding obtained by that Issuer from the Stablecoin Loans. (b) TWF will specify the maximum amount of funding of Stablecoin Loans that is being sought for that PE Opportunity. (c) TWF will identify the Issuer to which Stablecoin Loans under that Lending Opportunity are to be extended and by which the corresponding Stablecoin Loan Tokens will be issued. 1.7 If Lenders extend Stablecoin Loans to an Issuer to fund that Issuer's investment ("PE Investment") in a PE Opportunity, those Stablecoin Loans will be considered as one series ("Loan Series") of Stablecoin Loans and that Issuer will deploy only funding from Stablecoin Loans within the same Loan Series towards its PE Investment in that PE Opportunity. Each Loan Series has a single dedicated Issuer, and each Issuer is the sole issuing entity for the Loan Series to which it relates. 1.8 One Loan Series of Stablecoin Loans from Lenders intended to fund an Issuer's PE Investment in a PE Opportunity will be differentiated from another Loan Series of Stablecoin Loans from Lenders intended to fund another Issuer's PE Investment in another PE Opportunity by the relevant Issuer issuing Stablecoin Loan Tokens specific to and identifiable with reference to each Loan Series and each PE Opportunity (for example, "T-SpaceX" issued by SPX Tessera Issuer Inc., "T-Kalshi" issued by KLSH Tessera Issuer Inc. and "T-OpenAI" issued by OPAI Tessera Issuer Inc.). 1.9 Via Tessera, Users can undertake any one or more of the following (collectively "Tessera Activities" and each, a "Tessera Activity"): (a) a User who holds Accepted Stablecoins can extend a Stablecoin Loan of User's desired amount of Accepted Stablecoins to the relevant Issuer (such amount hereinafter referred to as "Stablecoin Loan Principal Amount") and in return, receive from that Issuer an amount of Stablecoin Loan Tokens for that Loan Series equivalent to the Stablecoin Loan Principal Amount representing User's Stablecoin Loan position in that Loan Series, in accordance with the procedures for the "Lending" feature of Tessera further described at Section 2.1 below. (b) subject to these Terms and Additional Terms specific to a Stablecoin Loan and Stablecoin Loan Tokens issued by the relevant Issuer for that Stablecoin Loan, a holder of those Stablecoin Loan Tokens (whether such holder is the Lender of that Stablecoin Loan or acquiror of those Stablecoin Loan Token) may during the Redemption Period (as defined below), redeem those Stablecoin Loan Tokens to receive the Redemption Amount (as defined below) applicable to those Stablecoin Loan Tokens in settlement of the Stablecoin Loan Principal Amount of that Stablecoin Loan and the excess (if any) of the Redemption Amount (as defined below) over Stablecoin Loan Principal Amount being interest payable by that Issuer on that Stablecoin Loan ("Redemption"), in accordance with the procedures for the "Redeem" feature of Tessera further described at Section 2.2 below. 1.10 Tessera enables Users to undertake Tessera Activities through the use of smart contracts comprising computer code written based on various blockchain standards and programming languages (collectively, "Tessera Smart Contracts"), developed by TWF and/or its Affiliate(s) (as defined below). 1.11 For purposes of these Terms: (a) "Accepted Stablecoins" means USDC, USDT and such other stablecoins as TWF may accept from time to time as Stablecoin Loans; (b) "Affiliates" of an entity means the owners, directors, officers, employees, advisors, agents of such entity and companies in which such entity has an interest, and in the case of TWF, includes each Issuer; (c) "Tessera Documentation" means , such documents and information on and the Frequently-Asked-Questions ("FAQs") on Tessera accessible at ; (d) "USDC" means USD Coin, the asset-backed stable cryptocurrency; and (e) "USDT" means Tether, the asset-backed stable cryptocurrency. 1.12 Website Access. (a) The Website is a user interface designed by TWF to facilitate use of the Tessera Smart Contracts by providing a user-friendly interface to access / use the Tessera Smart Contracts although the Tessera Smart Contracts are also accessible / can be used via Direct Access. TWF may modify or discontinue support for the Website at any time, in its sole discretion. (b) You are hereby granted a non-exclusive, non-transferable, revocable, limited licence to electronically access and use the Website in the manner described in these Terms. You do not have the right, and nothing in these Terms shall be construed as granting you the right, to sub-license any rights in connection with the access and/or use of the Website. TWF may revoke or terminate this licence at any time if you use, or attempt to use, the Website in a manner prohibited by these Terms, or if your rights under these Terms are terminated pursuant to Section 6. (c) The Website allows a User to read and display data associated with any Tessera-compatible wallet address for which that User controls the associated private key and uses to interact with the Tessera Smart Contracts by generating standardised transaction messages in order to undertake a Tessera Activity and/or Tessera Transaction using Tessera. (d) In order to undertake a Tessera Activity and/or Tessera Transaction via the Website, a User must first connect a Tessera-compatible wallet to the Website. 1.13 Direct Access. **With the necessary technical expertise, it is possible for a User to generate transaction messages to interact with the Tessera Smart Contracts via Direct Access directly without use of the Website. ****Neither TWF nor any Issuer is involved in or has any oversight of any Direct Access and each expressly disclaims all responsibility, and User acknowledges that TWF, the Issuers and their respective Affiliates shall have no responsibility for any loss occasioned to a User by or attributable to Direct Access.** 1.14 Tessera Smart Contracts. (a) TWF has developed and deployed the Tessera Smart Contracts. (b) The Tessera Smart Contracts and its source code are maintained and modifiable by TWF (and/or its Affiliates). You agree that your right to access and/or use the Tessera Smart Contracts is subject to these Terms. You further agree that you shall not acquire and/or own any legal right, title and/or interest in the Tessera Smart Contracts or any intellectual property rights associated thereto, which shall be wholly owned by TWF (and/or its Affiliates). 1.15 Transaction Fees (a) A transaction fee ("Transaction Fee") shall be chargeable to a User for each Tessera-related transaction ("Tessera Transaction") initiated through the Tessera Smart Contracts – whether transferring of Stablecoin Loan Tokens, extending a Stablecoin Loan or effecting Redemption. Such Transaction Fees are separate and distinct from any other amount(s) payable in the execution of specific transactions via the Tessera Smart Contracts, if any. (b) The Transaction Fee for a specific Tessera Transaction will be displayed to Users of the Website during the initiation of such Tessera Transaction and must be accepted by a User before executing such Tessera Transaction. (c) A User hereby consents to such fees being debited from such User's Tessera-compatible wallet that such User connects to the Tessera Smart Contracts for purposes of effecting a Tessera Transaction, at the time such Tessera Transaction is processed. Similar transaction fees may also be levied on Users accessing and using the Tessera Smart Contracts via Direct Access. (d) Such Transaction Fees may be subject to change via variations to the Tessera Smart Contracts. ### 2. Using Tessera #### 2.2 Redemption: (a) Subject to these Terms (including the remaining provisions of this Section 2.2), a User holding Stablecoin Loan Tokens may burn those Stablecoin Loan Tokens to claim from the Tessera Smart Contracts (such burning and claiming hereinafter collectively referred to as "Redemption") the Redemption Amount applicable to those Stablecoin Loan Tokens, which Redemption Amount shall be denominated in such Accepted Stablecoins as the relevant Issuer may determine in its sole discretion. For purposes of these Terms: (i) "Redemption Period" means the period commencing at 10 am Panama time on the Redemption Start Date and ending at 10 pm Panama time on the 90th day thereafter. (ii) "Redemption Start Date" in relation to a Stablecoin Loan Token issued in respect of a Stablecoin Loan within a Loan Series, means such date as will be announced by TWF via the Website and/or the official community engagement channels of TWF provided such date shall not be a date that is more than 90 days after the relevant Issuer's receipt in full of the Liquidity Event Proceeds (as defined below) in respect of that Issuer's PE Investment that was funded by the Accepted Stablecoins subject of and received by that Issuer pursuant to that Stablecoin Loan. (b) User acknowledges that the Redemption of any Stablecoin Loan Tokens issued in respect of a Stablecoin Loan, and the distribution of any Redemption Amount thereon, shall be subject to the relevant Issuer's receipt in full of proceeds in cash or stablecoins or equivalent thereof arising from a Liquidity Event ("Liquidity Event Proceeds") in respect of that Issuer's PE Investment that was funded by the Accepted Stablecoins subject of and received by that Issuer pursuant to that Stablecoin Loan. For purposes hereof: (i) "Liquidity Event" in respect of a PE Investment of an Issuer, means divestment by that Issuer of all interests in that PE Investment for cash or stablecoins or equivalent thereof. (c) Upon the expiry of the Redemption Period applicable to Stablecoin Loan Tokens issued by an Issuer for a Stablecoin Loan without Redemption thereof by the holder of those Stablecoin Loan Tokens, that Issuer shall be deemed released from all obligations in respect of that Stablecoin Loan, (i) those Stablecoin Loan Tokens shall, unless otherwise agreed by that Issuer, cease to be capable of Redemption by the holder thereof; and (ii) the Redemption Amount in respect of those Stablecoin Loan Tokens shall cease to be claimable by the holder thereof. (d) Upon User effecting Redemption of Stablecoin Loan Tokens held by User which were issued by an Issuer for a Stablecoin Loan, that Stablecoin Loan shall be deemed fully settled by that Issuer, and User shall have no claim against that Issuer or TWF in respect of that Stablecoin Loan. (e) Upon the expiry of the Redemption Period applicable to Stablecoin Loan Tokens issued by an Issuer for a Stablecoin Loan without Redemption thereof by the holder thereof, that Issuer shall be deemed fully and irrevocably discharged from its obligation to repay that Stablecoin Loan, and you as holder of those Stablecoin Loan Tokens shall have no claim against that Issuer or TWF in respect of that Stablecoin Loan. (f) A User accessing and/or using Tessera to initiate and effect Redemption is deemed to have read and understood the Tessera Documentation, and acknowledges and accepts all risks relating to Redemption (including any such risks set out in these Terms and as may be set out in the Tessera Documentation), any inherent smart contract risks pertaining to the Tessera Smart Contracts and all fees relating to Redemption, including in particular Transaction Fees chargeable in respect thereof. ### 3. Representations & Warranties 3.1 You make the following representations and warranties regarding your access and/or use of Tessera: (a) THAT you are legally permitted to access and/or use Tessera in your jurisdiction and your access and/or use of Tessera is in compliance with the laws of your jurisdiction, and you acknowledge that neither TWF nor any Issuer is liable for your compliance or non-compliance with any such laws; (b) THAT your agreement to these Terms and your access and/or use of Tessera does not constitute, and that you do not expect it to result in, a breach, default, or violation of any applicable law or any contract or agreement to which you are a party or are otherwise bound; (c) THAT you are not an Excluded Person and are not in an Excluded Jurisdiction, and are not accessing or using Tessera from an Excluded Jurisdiction and for purposes hereof: (i) "Excluded Jurisdiction" means any of the following jurisdictions: (1) the United States of America and its territories and possessions (collectively, the "United States"); (2) the People's Republic of China; (3) the Central African Republic; (4) the Democratic People's Republic of Korea; (5) the Democratic Republic of Congo; (6) Belarus; (7) Iran; (8) Libya; (9) Mali; (10) Russia; (11) Somalia; (12) South Sudan; (13) Sudan; (14) Yemen; (15) any other jurisdiction identified by the Financial Action Task Force (FATF) for strategic AML/CFT deficiencies and included in FATF's listing of "High-risk and Other Monitored Jurisdictions" accessible at or "Jurisdictions Subject to a Call for Action" accessible at and such updated list as may be available on ; (16) a jurisdiction in which Tessera would be subject of licensing; and/or (17) a jurisdiction in which the offering of, or access and/or use of Tessera is prohibited, restricted or unauthorised in any form or manner whether in full or in part under the laws, regulatory requirements or rules in such jurisdiction; and (ii) "Excluded Persons" refers to the following person(s): (1) a person who is a citizen, domiciled in, resident of, or physically present / located in an Excluded Jurisdiction; (2) a body corporate: (a) which is incorporated in, or operates out of, an Excluded Jurisdiction, or (b) which is under the control of one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction; (3) an individual or body corporate included in United Nations Consolidated List (accessible at ); (4) an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws applicable to such individual or body corporate from accessing and/or using Tessera; and/or (5) a U.S. person. For purposes of these Terms, a "U.S. person" means: (A) any natural person resident in the United States; (B) any partnership or corporation organised or incorporated under the laws of the United States; (C) any estate of which any executor or administrator is a U.S. person; (D) any trust of which any trustee is a U.S. person; (E) any agency or branch of a foreign entity located in the United States; (F) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (G) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated, or (if an individual) resident in the United States; (H) any partnership or corporation if: (i) organised or incorporated under the laws of any foreign jurisdiction; and (ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act of 1933 of the United States of America, unless it is organised or incorporated, and owned, by accredited investors (as defined in Regulation D of that Act) who are not natural persons, estates or trusts; and (I) any citizen of United States who is a military personnel of United States who is not resident in or outside of the United States, but does not include: (J) any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States; (K) any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if: (i) an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and (ii) the estate is governed by foreign law; (L) any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person; (M) an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country; (N) any agency or branch of a U.S. person located outside the United States if: (i) agency or branch operates for valid business reasons; and (ii) the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and (O) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans; (d) THAT you will not, and will not attempt to, authorise anyone other than you to access and/or use Tessera using a Tessera-compatible wallet owned by you or for which you control the private keys, or otherwise engage in Prohibited Use (as defined below) using such Tessera-compatible wallet; (e) THAT you will not disrupt, interfere with, or otherwise adversely affect the normal flow of Tessera or otherwise act in a manner that may negatively affect other Users' experience when accessing and/or using Tessera including taking advantage of software vulnerabilities and any other act that intentionally abuses or exploits the design of Tessera; and (f) THAT: (i) you have read and understood the Tessera Documentation and accept all risks as may be set out therein or associated with the use of Tessera, including smart contract risks, market volatility risks, risks of loss of Stablecoin Loan Principal Amount, risks of lending digital assets and risks associated with hacks, exploits, malfunctions, modifications of transaction data that could affect or result in unsuccessful Tessera Transactions or misuse of smart contracts and oracles, which may result in a loss of digital assets. Notwithstanding that you may be using a Tessera-compatible wallet to undertake a Tessera Activity and/or Tessera Transaction, you acknowledge that you bear all risks arising from and/or in connection with any modification of transaction payload data which you may procure or cause, in connection with your use of such Tessera-compatible wallet in undertaking such Tessera Activity and/or Tessera Transaction; (ii) you acknowledge that there is substantial uncertainty as to the application of securities, financial, and other laws and regulations applicable to digital assets and digital asset lending transactions, and that the interpretation of existing laws and regulations or new laws and regulations may affect the regulatory status of any activity contemplated under these Terms, including your undertaking of any Tessera Activity and/or Tessera Transaction using Tessera; (iii) you are sophisticated in using and evaluating blockchain technologies and related blockchain-based digital assets, including the Stablecoin Loan Tokens, as well as smart contract systems, automated market making protocols and the concept of pricing slippage; and (iv) you have evaluated and understand all functions of and all risks associated with your access and/or use of Tessera and your undertaking of any Tessera Activity and/or Tessera Transaction using Tessera, and have not relied on any information, statement, representation, or warranty, express or implied, made by or on behalf of TWF or any Issuer with respect to the access and/or use of Tessera and your undertaking of any Tessera Activity and/or Tessera Transaction using Tessera. 3.2 All of the above representations and warranties are true, complete, accurate and not misleading from the time of your acceptance of these Terms and are deemed repeated each time you access and/or use Tessera. ### 4. Prohibited Use 4.1 You may not, directly or indirectly, engage in any of the following activities in connection with your access and/or use of Tessera ("Prohibited Uses"): (a) a violation of any law, rule, or regulation of any jurisdiction that is applicable to you; (b) violations or breaches of these Terms or any other document from time to time governing the access and/or use of Tessera; (c) permit others to access and/or use Tessera or otherwise undertake any Tessera Activity and/or Tessera Transaction using a Tessera-compatible wallet address that you control; (d) perform, or attempt to perform, any actions that would interfere with the normal operation of Tessera or affect the access and/or use of Tessera by other Users; (e) engage in, or knowingly facilitate, any fraudulent, deceptive, or manipulative transaction activity in any digital asset affecting the normal operation of Tessera, including by engaging or participating in "front-running", "wash trading", "pump and dump schemes", or similar activities; (f) engage in, or knowingly facilitate, any money laundering, terrorist financing, or other illegal activities; (g) access or attempt to access non-public systems, programs, data, or services; (h) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content or any part of Tessera, except as expressly permitted by applicable laws; and/or (i) reverse engineer or attempt to reverse engineer Tessera except as expressly permitted by applicable law. ### 5. Waivers 5.1 You agree and acknowledge that TWF, the Issuers and their respective Affiliates shall not be liable for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of digital assets, income or profits, and loss of use or data), arising out of or in connection with your access and/or use of Tessera or your undertaking of any Tessera Activity and/or Tessera Transaction, or use of your Tessera-compatible wallet in connection thereto. 5.2 You undertake not to initiate or participate, and waive the right to participate in, any class action lawsuit or a class-wide arbitration against TWF, any Issuer and/or their respective Affiliates in respect of your access and/or use of Tessera or your undertaking of any Tessera Activity and/or Tessera Transaction. 5.3 By accepting these Terms, you waive all rights, claims and/or causes of action (present or future) under law (including any tortious claims) or contract against TWF, the Issuers and their respective Affiliates in connection with your access and/or use of Tessera or your undertaking of any Tessera Activity and/or Tessera Transaction. ### 6. Termination 6.1 These Terms will remain in full force and effect for so long as you access and/or use Tessera or undertake any Tessera Activity and/or Tessera Transaction. TWF may suspend or terminate your rights to access and/or use Tessera at any time for any reason at TWF's sole discretion, including where TWF reasonably suspects any access and/or use of Tessera in violation of these Terms. 6.2 Upon termination of your rights under these Terms, your right to access and/or use Tessera will terminate immediately. 6.3 Neither TWF nor any Issuer will have any liability whatsoever to you for any termination of your rights under these Terms, including blacklisting any blockchain address you may have used to access Tessera. Even after your rights under these Terms are terminated, Sections 5, 6.3, 7 and 8 of these Terms will remain in effect. ### 7. Disclaimers and Limitation of Liability 7.1 Disclaimer. (a) TESSERA (WHICH INCLUDES THE WEBSITE AND THE TESSERA SMART CONTRACTS) ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND TWF AND THE ISSUERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. NEITHER TWF NOR ANY ISSUER MAKES ANY WARRANTY THAT TESSERA WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO TESSERA, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. (b) NEITHER TWF NOR ANY ISSUER ENDORSES ANY THIRD PARTY (INCLUDING ANY COMPANY THE SUBJECT OF A PE OPPORTUNITY) AND NEITHER SHALL BE RESPONSIBLE IN ANY WAY FOR ANY INTERACTIONS OR TRANSACTIONS YOU ENTER INTO WITH ANY THIRD PARTY, OR FOR ANY LOSS ARISING FROM YOUR RELIANCE ON ANY REPRESENTATION MADE BY OR ANY INFORMATION PROVIDED BY ANY THIRD PARTY (INCLUDING ANY WALLET PROVIDERS AND ORACLE PROVIDERS). YOU AGREE THAT TWF, THE ISSUERS AND THEIR RESPECTIVE AFFILIATES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF ANY INTERACTIONS BETWEEN YOU AND ANY THIRD PARTY (INCLUDING ANY WALLET PROVIDERS) AND/OR ANY ACT UNDERTAKEN BY YOU USING THIRD-PARTY SOFTWARE. (c) NOTHING IN THESE TERMS SHALL BE CONSTRUED AS A RECOMMENDATION OR ADVICE TO ANY PROSPECTIVE USER IN RELATION TO ANY LEGAL, TAX, FINANCIAL INVESTMENT OR OTHER MATTERS. YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S) BEFORE UNDERTAKING ANY TESSERA ACTIVITY AND/OR TESSERA TRANSACTION. (d) IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR PARTICIPATION (OR ATTEMPTED PARTICIPATION) IN ANY TESSERA ACTIVITY IS NOT IN VIOLATION OF ANY APPLICABLE LAWS AND/OR THESE TERMS. 7.2 Limitation of Liability. (a) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, INCLUDING LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE FOLLOWING LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. (b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TWF, THE ISSUERS AND/OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE OF TESSERA, EVEN IF TWF OR ANY ISSUER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, TESSERA IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA, OR LOSS OF FUND RESULTING THEREFROM. (c) TWF, THE ISSUERS AND THEIR RESPECTIVE AFFILIATES SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR FAILURE TO KEEP YOUR PRIVATE KEYS OR LOGIN CREDENTIALS TO YOUR WALLET SECURE OR ANY OTHER UNAUTHORISED ACCESS TO OR TRANSACTIONS INVOLVING YOUR WALLET. (d) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE AGGREGATE LIABILITY OF TWF AND THE ISSUERS TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF THE AMOUNT OF TRANSACTION FEES PAID BY YOU IN CONNECTION WITH YOUR ACCESS AND/OR USE OF TESSERA DURING THE PRECEDING TWELVE (12) MONTHS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. 7.3 Indemnification. You agree to indemnify and hold TWF, the Issuers and their respective Affiliates (each an "Indemnified Party", and collectively "Indemnified Parties") harmless from any loss, claim or demand made, including costs and attorneys' fees, due to or arising out of: (i) your access and/or use of Tessera (which includes the Website and the Tessera Smart Contracts) or your undertaking of any Tessera Activity and/or Tessera Transaction (including extending Stablecoin Loans, acquiring Stablecoin Loan Tokens and effecting Redemption); (ii) your non-observance of these Terms; and/or (iii) your violation of applicable laws or regulations. The relevant Indemnified Party reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to provide indemnification, and you agree to cooperate in the defense of these claims. You agree not to settle any matter without the prior written consent of the relevant Indemnified Party or Indemnified Parties. The relevant Indemnified Party will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. 7.4 Taxes. You are solely responsible for determining the tax implications and tax reporting requirements associated with your access and/or use of Tessera and/or associated with any Tessera Activities and/or Tessera Transactions you undertake, and for paying any applicable taxes in each applicable jurisdiction in relation thereto. Neither TWF nor any Issuer is responsible for determining whether there are tax implications or tax reporting in connection with your access and/or use of Tessera and/or associated with any Tessera Activities and/or Tessera Transactions you undertake, or for paying any applicable taxes in relation thereto. 7.5 Potential Risks Associated with Access and/or Use of Tessera (which includes the Website and the Tessera Smart Contracts). (a) Like all software, Tessera (which includes the Website and the Tessera Smart Contracts) may be subject to exploits. Neither TWF nor any Issuer is responsible for exploits of any kind. While TWF has taken a number of precautions to ensure the security of Tessera (which includes the Website and the Tessera Smart Contracts), the technology is relatively new and it is not possible to guarantee that the code is completely free from bugs or errors. Users accept all risks that arise from access and/or use of Tessera (which includes the Website and the Tessera Smart Contracts), including, and not limited to, the risk of any digital assets being lost due to a failure, malfunction or exploit of Tessera (whether in relation to the Website, the Tessera Smart Contracts and/or the networks on which any digital assets are transferred). (b) You are solely responsible for securing the private keys associated with any Tessera-compatible wallet you may use when accessing and/or using Tessera. You understand that anyone who obtains your private keys and access to your device may access such Tessera-compatible wallet controlled with those private keys with or without your authorisation and may transfer out any digital assets from the blockchain address associated with such Tessera-compatible wallet. (c) The value of any digital asset, where value is attached to such an asset, may fluctuate. Neither TWF nor any Issuer makes any guarantees as to the price or value of any digital asset on any secondary market, including the value of any Stablecoin Loan Tokens or the amount of any Redemption Amount, or any Tessera Activity and/or Tessera Transaction that you undertake. (d) The following risks are associated with blockchain-based digital assets involved in connection with your access and/or use of Tessera and your undertaking of Tessera Activities and/or Tessera Transactions: the risk of losing private keys, theft resulting from third parties discovering your private key, value fluctuation of digital assets on the secondary market, disruptions to the network(s) connected to Tessera caused by network congestion, lack of usability of, or loss of value with respect to, digital assets due to a hard fork or other disruption to the network(s) connected to Tessera, or errors or vulnerabilities in the smart contract code associated with a given digital asset or transactions involving digital assets. Transfers on the network(s) are irreversible. Once an instruction, signed by the required private key(s), to transfer a digital asset from one blockchain address to another has been executed, it cannot be undone. (e) Support for your access and/or use of Tessera (which includes the Website and the Tessera Smart Contracts) whether via the Website and/or Direct Access or for your undertaking of any Tessera Activity and/or Tessera Transaction (including extending Stablecoin Loans, acquiring Stablecoin Loan Tokens and effecting Redemption) may be modified or discontinued at any time, and TWF reserves the right, at any time, in its sole discretion, to modify the Website and/or the Tessera Smart Contracts. (f) In the event of a change or other network disruption to a network connected to Tessera, whether resulting in a fork of a network connected to Tessera, Tessera may halt and stop functioning and you may not be able to undertake or complete any Tessera Activity and/or Tessera Transaction. In addition, in the event of a fork, Tessera Activity and/or Tessera Transaction on that network may be disrupted. (g) The network(s) connected to Tessera charge a fee for engaging in a transaction on the applicable network. Those network transaction fees fluctuate over time depending on a variety of factors. You are solely responsible for paying network transaction fees associated with any Tessera Activity and/or Tessera Transaction you undertake using Tessera on the applicable network(s) connected to Tessera. You are also solely responsible for any other third-party fees that may be incurred in connection with your access and/or use of Tessera. ### 8. Dispute Resolution Subject always to Sections 5 and 7 of these Terms, any claim, suit, or dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally be resolved by arbitration administered by the Singapore International Arbitration Centre (in this Section 8, "SIAC") in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this Section. The arbitration tribunal shall consist of a sole arbitrator to be appointed by the President of the SIAC. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English. This arbitration agreement shall be governed by Singapore law. In respect of any court proceedings in Singapore commenced under the International Arbitration Act 1994 of Singapore in relation to the arbitration, the Parties agree (a) to commence such proceedings before the Singapore International Commercial Court (in this Section 8, "SICC"); and (b) in any event, that such proceedings shall be heard and adjudicated by the SICC. ### 9. Electronic Communications with TWF and the Issuers The communications between you and TWF and/or any Issuer use electronic means, by way of notices posted on the Website and/or the official community engagement channels of TWF. For contractual purposes, you: (i) hereby consent to receive communications from TWF and any Issuer in any electronic form; and (ii) hereby agree that all terms and conditions, agreements, notices, disclosures, and other communications that TWF or any Issuer provides to you electronically satisfy any legal requirement that would also be satisfied if such communications were to be in a hardcopy writing. The foregoing does not affect your non-waivable rights under any applicable law. ### 10. Governing Law and Jurisdiction 10.1 These Terms shall be governed in all respects, including as to validity, interpretation and effect, by Singapore law, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction. 10.2 Tessera may not be available or permitted by laws for use in some jurisdictions (including the Excluded Jurisdictions). TWF, the Issuers and their respective Affiliates do not represent or warrant that Tessera or any part thereof is available or permitted by laws for use in any particular jurisdiction. In choosing to access and/or use Tessera, you do so on your own initiative and at your own risk, and you are responsible for complying with all applicable local laws, rules and regulations. ### 11. General 11.1 Entire Terms. These Terms constitute the entire agreement between you, TWF and (in respect of each Lending Opportunity in which you participate) the relevant Issuer regarding your access and/or use of Tessera and your undertaking of any Tessera Activity and/or Tessera Transaction. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation". 11.2 Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. 11.3 Relationship of the Parties. Nothing contained in these Terms will be deemed to be construed by the Parties or any third party as creating a partnership, an agency relationship or joint venture between the Parties or any of their respective employees, representatives, or agents. 11.4 Third party rights. Save for the Indemnified Parties who shall have rights and benefits to the extent accorded thereto under these Terms, any person who is not a Party to these Terms shall have no right to enforce any provisions of this Terms. 11.5 Assignment. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without TWF's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Each of TWF and the Issuers may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees. 11.6 Changes. TWF reserves the right to change these Terms in its sole discretion from time to time. The "Date Last Revised" specified on these Terms indicates the date on which the Terms were last changed. You will be given the opportunity to review and accept the updated Terms when you next access and/or use Tessera. These changes will be effective upon your acceptance of the updated Terms. In addition, continued access and/or use of Tessera following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. 11.7 Waiver. A waiver by TWF or any Issuer of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorised representative of TWF or that Issuer (as applicable) and shall apply only to the circumstances for which it is given. The failure of TWF or any Issuer to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies. # Privacy Policy **Effective Date:** January 29, 2026 ### 1. ABOUT THIS POLICY #### 1.1 This is the Privacy Policy for Tessera Works Foundation ("Tessera"), a foundation established under the laws of Panama and operating at Ricardo Arias Street, Advanced Tower Building, First Floor, Panama City, Republic of Panama, being the owner and operator of the website at and the Tessera platform. #### 1.2 This Policy applies to: **1.2.1** Tessera; and **1.2.2** other organizations related or affiliated to Tessera which have adopted this Policy as their own, including the dedicated token-issuing subsidiaries of Tessera Works Foundation, each a company incorporated in Panama and operating at Ricardo Arias Street, Advanced Tower Building, First Floor, Panama City, Republic of Panama (presently SPX Tessera Issuer Inc., KLSH Tessera Issuer Inc. and OPAI Tessera Issuer Inc.) #### 1.3 This Privacy Policy describes how we may collect, use, disclose and process your personal data when you: **1.3.1** access or use our websites, including and applications (including mobile and web-based applications) (collectively, "Applications"), and services; and/or **1.3.2** provide us with your personal data. #### 1.4 We will only use your personal data where you have given us your consent or where we have other lawful basis for doing so, and in the manner set out in this Privacy Policy. #### 1.5 By providing us with personal data, you acknowledge that our collection, use, disclosure and processing of personal data will be in accordance with this Policy, including, for the avoidance of doubt, the cross-jurisdictional transfer of your data. DO NOT provide any personal data to us if you do not accept this Privacy Policy. #### 1.6 This Privacy Policy supplements but does not supersede or replace any consents you may have provided to us, or any other agreements or arrangements that you may have with us, in respect of your personal data. #### 1.7 Our Applications may contain links to other websites that are not owned or maintained by us. These links are provided only for your convenience. You may also be accessing our Applications through third party websites and/or platforms. This Privacy Policy only applies to our Applications. When visiting these third party websites, their privacy policies apply. #### 1.8 If you have any feedback or issues in relation to your personal data, or about this Privacy Policy, or wish to make a complaint to us, you may contact our Data Protection Officer at: **Email:** This does not affected your statutory rights. For example, if the GDPR applies to you, you may also have a right to lodge a complaint with a European supervisory authority, in particular in the Member State in the European Union where you are habitually resident, where you work or where an alleged infringement of Data Protection law has taken place. When you contact us, we may require that you submit certain forms or provide certain information, including verification of your identity, before we are able to respond. ### 2. AMENDMENTS TO THIS PRIVACY POLICY #### 2.1 We may amend this Privacy Policy from time to time without notice to you, in compliance with applicable laws or as we update our data usage and handling processes. The updated policy will supersede earlier versions and will apply to personal data provided to us previously. The updated Privacy Policy will take effect when made available on . If we make a change that significantly affects your rights or, to the extent we are permitted to do so, significantly changes how or why we use personal data, we will notify you by way of a prominent notice on our website or, if we have your email address, by email. ### 3. WHAT PERSONAL DATA WE COLLECT #### 3.1 **What is personal data.** "Personal data" is data that can be used to identify a natural person. Examples of personal data include name, address, contact details, identification numbers, financial information, transactional information based on your activities on our websites, applications and platforms, telephone numbers, email address, images, and any other information of a personal nature. #### 3.2 **Voluntary provision of personal data.** We may collect personal data (1) that you voluntarily provide to us; or (2) from third parties; or (3) through your use of our (or our services provider's) digital technologies and services (Please see Section 4 How We Collect Personal Data for further details). What personal data we collect depends on the purposes for which the personal data is collected and what you have chosen to provide. When our collection is based on consent, you can choose not to provide us with personal data. You also have the right to withdraw your consent for us to continue collecting, using, disclosing and processing your personal data, by contacting us in accordance with paragraph 1.8. However, if you do so, it may not be possible for us to fulfil the purposes for which we require the personal data, including processing your transactions or providing you with the products and services that you require. #### 3.3 **Providing personal data belonging to others.** In certain circumstances, you may also provide us with personal data of persons other than yourself (such as your family members and next-of-kin). If you do so, you represent and warrant that you have brought this Privacy Policy to his/her attention, informed him/her of the purposes for which we are collecting his/her personal data and that he/she has consented to your disclosure of his/her personal data to us for those purposes and accepts this Privacy Policy. You agree to indemnify and hold us harmless from and against any and all claims by such individuals relating to our collection, use and disclosure of such personal data in accordance with the terms of this Privacy Policy. #### 3.4 **Accuracy and completeness of personal data.** You are responsible for ensuring that all personal data that you provide to us is true, accurate and complete. You are responsible for informing us of any changes to your personal data. #### 3.5 **Minors.** Our Applications and/or services are not intended to be accessed or used by children, minors or persons who are not of legal age. If you are a parent or guardian and you have reason to believe your child or ward has provided us with their personal data without your consent, please contact us. ### 4. HOW WE COLLECT PERSONAL DATA #### 4.1 **Personal data you provide.** We collect personal data that is relevant to our relationship with you. We may collect your personal data directly or indirectly through various channels, such as when: **4.1.1** you register an account with us through our Applications; **4.1.2** you access, download or use our Applications and services; **4.1.3** you authorise us to obtain your personal data from a third party; **4.1.4** you register your interest for the purpose of being whitelisted as a potential acquirer of the tokens we offer for sale, whether through our Applications or other platforms; **4.1.5** you enter into agreements with us; **4.1.6** you transact with us, contact us or request that we contact us through various communication channels, for example, through social media platforms, messenger platforms, face-to-face meetings, telephone calls, emails, fax and letters; **4.1.7** you request to be included in an e-mail or our mailing list; **4.1.8** you attend events or functions organised by us; **4.1.9** we seek information about you and receive your personal data in connection with your relationship with us; and **4.1.10** when you submit your personal data to us for any other reason. #### 4.2 **Personal data provided by others.** Depending on your relationship with us, we may also collect your personal data from third party sources, for example, from: **4.2.1** any third parties whom you have authorised us to obtain your personal data from; **4.2.2** entities in which you (or a party connected to you) have an interest; **4.2.3** our business partners such as third parties providing services to us; **4.2.4** your family members or friends who provide your personal data to us on your behalf; and/or **4.2.5** public agencies or other public sources. ### 5. WHAT WE DO WITH YOUR PERSONAL DATA #### 5.1 **What we do.** We collect, use, disclose and process your personal data where: **5.1.1** you have voluntarily provided us with your personal data; **5.1.2** you have given us consent; **5.1.3** necessary to comply with our legal or regulatory obligations, e.g. responding to valid requests from public authorities; **5.1.4** necessary to support our legitimate business interests, provided that this does not override your interests or rights; and **5.1.5** necessary to perform a transaction you have entered into with us, or provide a service that you have requested or require from us. #### 5.2 **General purposes.** We collect, use, disclose and process your personal data for purposes connected or relevant to our business, to manage your relationship with us. Such purposes would include: **5.2.1** carrying out your transactions with us and our business partners, taking steps as may be directed by you, or to provide products and/or services to you; **5.2.2** facilitating your use of our Applications, including verifying and establishing your identity; **5.2.3** facilitating business asset transactions; **5.2.4** communicating with you, and assisting you with your queries, requests, applications, complaints, and feedback; **5.2.5** resolving any disputes, investigating any complaint, claim or dispute or any actual or suspected illegal or unlawful conduct; **5.2.6** administrative purposes, including finance, IT and HR purposes, quality assurance and staff training, and compliance with internal policies and procedures, including audit, accounting, risk management and record keeping; **5.2.7** sending communications to you (including surveys) for the purpose of developing new products and services or evaluation and improvement of our existing products and services; **5.2.8** security purposes, e.g. protecting our Applications from unauthorised access or usage and to monitor for security threats; **5.2.9** compliance with any legal or regulatory obligations, applicable laws, regulations, codes of practices, guidelines, or rules (including anti-money laundering and countering the financing of terrorism laws), or to assist in law enforcement and investigations conducted by any governmental and/or regulatory authority; **5.2.10** managing and engaging third parties or data processors that provide services to us, e.g. IT services, technological services, delivery services, and other professional services; **5.2.11** carrying out our legitimate business interests; **5.2.12** such purposes that may be informed to you when your personal data is collected; and/or **5.2.13** any other reasonable purposes related to the aforesaid. Where personal data is used for a new purpose and where required under applicable law, we shall obtain your consent. #### 5.3 **Legitimate business interests.** We may also collect, use, disclose and process your personal data for the following purposes to support our legitimate business interests, provided that this does not override your interests or rights, which include: **5.3.1** managing our business and relationship with you, and providing services to our customers; **5.3.2** assistance of carrying out corporate restructuring plans; **5.3.3** complying with internal policies, and procedures; **5.3.4** protecting our rights and interests, and those of our customers; **5.3.5** enforcing our terms and conditions, and obligations owed to us, or protecting ourselves from legal liability; **5.3.6** managing our investor and shareholder relations; and **5.3.7** process or share your personal data to facilitate acquisitions, mergers, or transfers of our business. #### 5.4 **Marketing purposes.** In order for us to market products, events and services which are of specific interest and relevance to you, we may analyse and rely on your personal data provided to us, or data collected from your interactions with us However, no marketing, using your personal data in non-aggregated and/or identifiable form would be carried out unless you have provided us with your consent to use your personal data for such marketing purposes. If you do not want us to use your personal data for the purposes of marketing you can withdraw your consent at any time by contacting us in accordance with paragraph 1.8 above. #### 5.5 **Use permitted under applicable laws.** We may also collect, use, disclose and process your personal data for other purposes, without your knowledge or consent, where this is required or permitted by law. Your personal data may be processed if it is necessary on reasonable request by a law enforcement or regulatory authority, body or agency or in the defence of a legal claim. We will not delete personal data if relevant to an investigation or a dispute. It will continue to be stored until those issues are fully resolved. #### 5.6 **Contacting you.** When we contact or send you information for the above purposes and purposes for which you have consented, we may do so by post, e-mail, SMS, telephone or such other means provided by you. If you do not wish to receive any communication or information from us, or wish to restrict the manner by which we may contact or send you information, you may contact us in accordance with paragraph 1.8 above. ### 6. USE OF AUTOMATED DATA COLLECTION TECHNOLOGIES #### 6.1 **Cookies.** In order to improve our products or services, we collect data by way of "cookies". A cookie is a small file of letters and numbers that we store via your browser on the hard drive of your computer or mobile device. There are three main types of cookies: **6.1.1** **Session cookies:** specific to a particular visit and limited to sending session identifiers (random numbers generated by the server) so you don't have to re-enter information when you navigate to a new page or check out. Session cookies are not permanently stored on your device and are deleted when the browser closes; **6.1.2** **Persistent cookies:** record information about your preferences and are stored in your browser cache or mobile device; and **6.1.3** **Third party cookies:** placed by someone other than us which may gather data across multiple websites or sessions. #### 6.2 **How we use cookies.** We use cookies for the following purposes: **6.2.1** **Strictly necessary:** These cookies are essential for you to browse our Applications and use its features. The information collected relates to the operation of the Applications (e.g. website scripting language and security tokens) and enables us to provide you with the service you have requested. **6.2.2** **Functionality:** These cookies remember the choices you have made, for example the country you visit our Applications from, your language and any changes you have made to text size and other parts of the web pages that you can customise to improve your user experience and to make your visits more tailored and enjoyable. **6.2.3** **Performance/analytics:** These cookies collect information on how users use our Website, for example which pages you visit most often, whether you receive any error messages and how you arrived at our Applications. Information collected by these cookies is used only to improve your use of our Applications. These cookies are sometimes placed by third party providers of web traffic and analysis services. We use Google Analytics. For information on how Google processes and collects your information and how you can opt out, please click here. **6.2.4** **Targeting or advertising:** These cookies collect information about your browsing habits and inferred interests to make advertising more relevant to you. They are also used to limit the number of times you see an advert as well as to measure the effectiveness of an advertising campaign. These cookies are usually placed by third party advertising networks. They remember the other websites you visit and this information is shared with third party organisations, for example advertisers. **6.2.5** **Social Media:** These cookies allow users to share our website content on social media such as Facebook and Twitter. These cookies are not within our control. Please refer to the respective privacy policies of the social media providers for how their cookies work. We may also automatically collect and store certain information about your interaction with our Applications including IP address, browser type, internet service provider, referring/exit pages, operating system, date/time stamps and related data. #### 6.3 **Other technologies.** In addition to cookies, we may use some other similar technologies as follows: **6.3.1** **Web Beacons:** small graphic images included on our Applications or emails or those of third parties to provide analytics information. **6.3.2** **Social widgets:** buttons or icons provided by third party social media networks which may collect browsing data and will be received by the third party and are controlled by the third party. **6.3.3** **SDKs:** these are mobile application third party software development kits used in our apps. They enable us to collect information about app activity and the device it runs on. **6.3.4** **Local shared objects:** these are sometimes called flash cookies and can be stored on your browser. They are used to maintain preferences and usage records. #### 6.4 **Refusing or deleting cookies.** Most internet browsers are set up by default to accept cookies. However if you want to refuse or delete them (or similar technologies) please refer to the help and support area on your browser for instructions on how to block or delete cookies (for example: Internet Explorer, Google Chrome, Mozilla Firefox and Safari). Please note you may not be able to take advantage of all the features of our Applications, including certain personalised features, if you delete or refuse cookies. #### 6.5 **Mobile Opt-out.** If you access our Applications through mobile devices, you can enable a "do not track" feature so as to control interest-based advertising on an iOS or Android mobile device by selecting the Limit Add Tracking option in the privacy section of your Settings on iOS or via advertising preferences on Android devices (e.g. in Google Settings). This will not prevent the display of advertisements but will mean that they will no longer be personalised to your interests. **6.5.1** To opt out of Google Analytics, visit **6.5.2** For more information on managing cookies, please go to [www.allaboutcookies.org](http://www.allaboutcookies.org) #### 6.6 **If you are a resident in the EU or United States.** For more information on managing cookies, please visit: **6.6.1** EU residents: [www.youronlinechoices.eu](http://www.youronlinechoices.eu) and [www.aboutcookies.org](http://www.aboutcookies.org); or **6.6.2** US residents: [www.aboutads.info](http://www.aboutads.info) and [www.networkadvertising.org](http://www.networkadvertising.org) The above links have further information about behavioural advertising and online privacy. #### 6.7 **Changes to our uses of Cookies.** If we change anything important about this Paragraph 6 on cookies, we will notify you through a pop-up on the website for a reasonable length of time prior to and following the change. You may review this Paragraph by visiting the sites and clicking on the "Privacy Policy" link. ### 7. DISCLOSURE OF PERSONAL DATA #### 7.1 **Disclosure to related parties.** We may disclose or share your personal data with our related parties in order to provide our services to you, manage our shareholder and investor returns, for management and compliance purposes, and to utilise shared group IT functions. #### 7.2 **Disclosure to third parties.** We may also disclose your personal data to third parties in connection with purposes described in paragraph 5, including without limitation the following circumstances: **7.2.1** disclosing your personal data to third parties who provide services to us (including, but not limited to, data providers, technology providers, insurance providers, and other professional services (including accountants, lawyers and auditors)); **7.2.2** disclosing your personal data to third parties in order to fulfil such third party products and/or services as may be requested or directed by you; **7.2.3** disclosing your personal data to third parties that we conduct marketing and cross promotions with; **7.2.4** disclosing your personal data to authorities, governments, law enforcement agencies or public agencies; **7.2.5** If we are discussing selling or transferring part or all of our business – the information may be transferred to prospective purchasers under suitable terms as to confidentiality; **7.2.6** If we are reorganised or sold, information may be transferred to a buyer who can continue to provide continued relationship with you; and **7.2.7** If we are defending a legal claim your information may be transferred as required in connection with defending such claim. #### 7.3 When disclosing personal data to third parties, we will (where appropriate and permissible) enter into contracts with these third parties to protect your personal data in a manner that is consistent with all applicable laws and/or ensure that they only process your personal data in accordance with our instructions. ### 8. TRANSFER OF PERSONAL DATA TO OTHER COUNTRIES #### 8.1 **Transfers.** We may transfer your personal data to different jurisdictions in connection with the purposes described in paragraph 5: **8.1.1** from the jurisdiction where it is collected (or where you are located) to any other jurisdictions that we operate in; and **8.1.2** to third parties in other jurisdictions. #### 8.2 **Safeguards.** Where we transfer your personal data across jurisdictions, we will ensure that your personal data is protected in accordance with this policy and applicable laws regardless of the jurisdictions they are transferred to, but in any event to a level that is no less stringent than the jurisdiction from which the personal data is transferred. When we transfer your personal data internationally and where required by applicable law we put in place appropriate safeguards including EU Model Clauses or rely on EU Commission adequacy decisions. You may obtain details of these safeguards by contacting us. ### 9. SECURITY AND RETENTION OF PERSONAL DATA #### 9.1 **Unauthorised access.** While we take reasonable precautions to safeguard your personal data in our possession or under our control, you agree not to hold us liable or responsible for any loss or damage resulting from unauthorised or unintended access that is beyond our control, such as hacking or cybercrimes. #### 9.2 **Vulnerabilities.** We do not make any warranty, guarantee, or representation that your use of our systems or applications is safe and protected from malware, and other vulnerabilities. We also do not guarantee the security of data that you choose to send us electronically. Sending such data is entirely at your own risk. #### 9.3 **Period of retention.** We retain your personal data only for as long as is necessary to fulfil the purposes we collected it for, and to satisfy our business and/or legal purposes, including data analytics, audit, accounting or reporting purposes. How long we keep your personal data depends on the nature of the data, e.g. we keep personal data for at least the duration of the limitation period for bringing claims if the personal data may be required to commence or defend legal proceedings. Some information may also be retained for longer, e.g. where we are required to do so by law. #### 9.4 **Anonymised data.** In some circumstances we may anonymise your personal data so that it can no longer be associated with you, in which case we are entitled to retain and use such data without restriction. ### 10. YOUR RIGHTS #### 10.1 **Rights you may enjoy.** Depending on the jurisdiction that you are in or where we operate, you may enjoy certain rights under applicable law in relation to our collection, use, disclosure and processing of your personal data. Such rights may include: **10.1.1** **Access:** you may ask us if we hold your personal data and, if we are, you can request access to your personal data. This enables you to receive a copy of and information on the personal data we hold about you. **10.1.2** **Correction:** you may request that any incomplete or inaccurate personal data we hold about you is corrected. **10.1.3** **Erasure:** you may ask us to delete or remove personal data that we hold about you in certain circumstances. **10.1.4** **Restriction:** you may withdraw consent for our use of your personal data, or ask us to suspend the processing of certain of your personal data about you, for example if you want us to establish its accuracy. **10.1.5** **Portability:** you may request the transfer of certain of your personal data to another party under certain conditions. **10.1.6** **Objection:** where we are processing your personal data based on a legitimate interest (or those of a third party) you may object to processing on this ground. If you wish to exercise any of your rights, you may contact us in accordance with paragraph 1.8. We may require that you submit certain forms or provide certain information to process your request. Where permitted by law, we may also charge you a fee to process your request. #### 10.2 **Limitations.** We may be permitted under applicable laws to refuse a request, for example, we may refuse (a) a request for erasure where the personal data is required for in connection with claims; or (b) an objection request and continue processing your personal data based on compelling legitimate grounds for the processing.