Common use of By Client Clause in Contracts

By Client. Client represents, warrants, and covenants to Custodian that: (a) Client fully complies with all Applicable Law in each jurisdiction in which Client operates, including applicable securities and commodities laws and regulations, efforts to fight the funding of terrorism and money laundering, sanctions regimes, licensing requirements, and all related regulations and requirements. (b) To the extent Client receives Assets from third-parties, the receipt of said Assets is based on lawful activity. Client shall have conducted and satisfied all due diligence procedures required by Applicable Law with respect to such third parties prior to placing with Custodian any Assets associated with such third party. (c) Client will not use any Services for any illegal activity, including illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities, or any prohibited market practices, including any Prohibited Practices. (d) Client is currently and will remain at all times in good standing with all relevant government agencies, departments, and regulatory or supervisory bodies in all relevant jurisdictions in which Client does business, and Client will immediately notify Custodian if Client ceases to be in good standing with any applicable regulatory authority; (e) Client will promptly provide such information as Custodian may reasonably request from time to time regarding: (i) Client’s policies, procedures, and activities which relate to the Custodial Services in any manner, as determined by Custodian in its sole and absolute discretion; and (ii) any transaction which involves the use of the Services, to the extent reasonably necessary to comply with Applicable Law, or the guidance or direction of, or request from any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement; (f) Client either owns or possesses lawful authorization to transact with all Assets involved in the Custody Transactions; (g) There is no claim pending, or to Client’s best knowledge, threatened, and no encumbrance or other lien, in each case, that may adversely affect any delivery of Assets made in accordance with this Agreement; (h) It owns the Assets in Client’s Custodial Account free and clear of all liens, claims, security interests, and encumbrances and it has all rights, title, and interest in and to the Assets in Client’s Custodial Account as necessary for Custodian to perform its obligations under this Agreement; (i) Client has the full capacity and authority to enter into and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Client has full legal capacity and authorization to do so; (j) All information provided by Client to Custodian in the course of negotiating this Agreement and the onboarding of Client is complete, true, and accurate in all material respects, including with respect to the ownership of Client and Client’s primary address; no material information has been excluded; and no other person or entity has an ownership interest in Client’s Assets except for those disclosed in connection with such onboarding; and (k) Client is not owned in part or in whole, nor controlled by any person or entity that is, nor is it conducting any activities on behalf of, any person or entity that is (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or any other Governmental Authority with jurisdiction over Custodian or its affiliates; (ii) identified on the Denied Persons, Entity, or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security; or (iii) located, organized or resident in a country or territory that is, or whose government is, the subject of U.S. economic sanctions, including the Crimean, Donetsk, and Luhansk regions of Ukraine, Cuba, Iran, North Korea, or Syria.

By Client. Client represents, warrants, and covenants to Custodian that: (a) Client fully complies with all Applicable Law in each jurisdiction in which Client operates, including applicable securities and commodities laws and regulations, efforts to fight the funding of terrorism and money laundering, sanctions regimes, licensing requirements, and all related regulations and requirements. (b) To the extent Client receives Assets from third-parties, the receipt of said Assets is based on lawful activity. Client shall have conducted and satisfied all due diligence procedures required by Applicable Law with respect to such third parties prior to placing with Custodian any Assets associated with such third party. (c) Client will not use any Services for any illegal activity, including illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities, or any prohibited market practices, including any Prohibited Practices. (d) Client is currently and will remain at all times in good standing with all relevant government agencies, departments, and regulatory or supervisory bodies in all relevant jurisdictions in which Client does business, and Client will immediately notify Custodian if Client ceases to be in good standing with any applicable regulatory authority;; (v11/24 Non-Bento South Dakota) (e) Client will promptly provide such information as Custodian may reasonably request from time to time regarding: (i) Client’s policies, procedures, and activities which relate to the Custodial Services in any manner, as determined by Custodian in its sole and absolute discretion; and (ii) any transaction which involves the use of the Services, to the extent reasonably necessary to comply with Applicable Law, or the guidance or direction of, or request from any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement; (f) Client either owns or possesses lawful authorization to transact with all Assets involved in the Custody Transactions; (g) There is no claim pending, or to Client’s best knowledge, threatened, and no encumbrance or other lien, in each case, that may adversely affect any delivery of Assets made in accordance with this Agreement; (h) It owns the Assets in Client’s Custodial Account free and clear of all liens, claims, security interests, and encumbrances and it has all rights, title, and interest in and to the Assets in Client’s Custodial Account as necessary for Custodian to perform its obligations under this Agreement; (i) Client has the full capacity and authority to enter into and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Client has full legal capacity and authorization to do so; (j) All information provided by Client to Custodian in the course of negotiating this Agreement and the onboarding of Client is complete, true, and accurate in all material respects, including with respect to the ownership of Client and Client’s primary address; no material information has been excluded; and no other person or entity has an ownership interest in Client’s Assets except for those disclosed in connection with such onboarding; and (k) Client is not owned in part or in whole, nor controlled by any person or entity that is, nor is it conducting any activities on behalf of, any person or entity that is (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or any other Governmental Authority with jurisdiction over Custodian or its affiliates; (ii) identified on the Denied Persons, Entity, or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security; or (iii) located, organized or resident in a country or territory that is, or whose government is, the subject of U.S. economic sanctions, including the Crimean, Donetsk, and Luhansk regions of Ukraine, Cuba, Iran, North Korea, or Syria.

By Client. Client represents, warrants, and covenants to Custodian that: (a) Client fully complies operates in full compliance with all Applicable Law in each jurisdiction in which Client operates, including without limitation applicable securities and commodities laws and regulations, efforts to fight the funding of terrorism and money laundering, sanctions regimes, licensing requirements, and all related regulations and requirements. (b) To the extent Client receives creates receive addresses to receive Digital Assets from third-parties, Client represents and warrants that the receipt of said Digital Assets is based on lawful activity. . (c) Client shall have conducted and satisfied any and all due diligence procedures required by Applicable Law with respect to such third parties prior to placing with Custodian any Digital Assets or Fiat Currency associated with such third party. (cd) Client will not use any Services for any illegal activity, including without limitation illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities, activities or any prohibited market practices, including any Prohibited Practiceswithout limitation the prohibited activities and business set forth in Appendix 1. (de) Client is currently and will remain at all times in good standing with all relevant government agencies, departments, and regulatory or supervisory bodies in all relevant jurisdictions in which Client does business, business and Client will immediately notify Custodian if Client ceases to be in good standing with any applicable regulatory authority; (ef) Client will promptly provide such information as Custodian may reasonably request from time to time regarding: (i) Client’s policies, procedures, and activities which relate to the Custodial Services in any manner, as determined by Custodian in its sole and absolute discretion; and (ii) any transaction which involves the use of the Services, to the extent reasonably necessary to comply with Applicable Law, or the guidance or direction of, or request from any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement; (fg) Client either owns or possesses lawful authorization to transact with all Digital Assets involved in the Custody Transactions; (g) There is no claim pending, or to Client’s best knowledge, threatened, and no encumbrance or other lien, in each case, that may adversely affect any delivery of Assets made in accordance with this Agreement; (h) It owns the Assets in Client’s Custodial Account free and clear of all liens, claims, security interests, and encumbrances and it has all rights, title, and interest in and to the Assets in Client’s Custodial Account as necessary for Custodian to perform its obligations under this Agreement; (i) Client has the full capacity and authority to enter into and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Client has full legal capacity and authorization to do so; (ji) All information provided by Client to Custodian in the course of negotiating this Agreement and the onboarding on-boarding of Client as Custodian’s customer and user of the Custodial Services is complete, true, and accurate in all material respects, including with respect to the ownership of Client and Client’s primary address; , no material information has been excluded; and no other person or entity has an ownership interest in Client’s Assets Client except for those disclosed in connection with such onboarding; and (kj) Client is not owned in part or in whole, nor controlled by any person or entity that is, nor is it conducting any activities on behalf of, any person or entity that is (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or any other Governmental Authority with jurisdiction over Custodian or its affiliatesaffiliates with respect to U.S. sanctions laws; (ii) identified on the Denied Persons, Entity, or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security; or (iii) located, organized or resident in a country or territory that is, or whose government is, the subject of U.S. economic sanctions, including including, without limitation, the Crimean, Donetsk, and Luhansk regions of Ukraine, Cuba, Iran, North Korea, or Syria.

By Client. Client represents, warrants, and covenants to Custodian that: (aA) Client fully complies operates in compliance in all material respects with all Applicable Law in each jurisdiction in which Client operates, including without limitation applicable securities and commodities laws and regulations, efforts to fight the funding of terrorism and money laundering, sanctions regimes, licensing requirements, and all related regulations and requirements. (bB) To the extent Client receives creates receive addresses to receive Digital Assets from third-third- parties, Client represents and warrants that the receipt of said Digital Assets is based on lawful activity. . (C) Client shall have conducted and satisfied any and all due diligence procedures required by Applicable Law with respect to such third parties prior to placing with Custodian any Digital Assets or Fiat Currency associated with such third party. (cD) Client will not use any Services for any illegal activity, including without limitation illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities, activities or any prohibited market practices, including any Prohibited Practiceswithout limitation the prohibited activities and business set forth in Appendix 1. (dE) Client is currently and will remain at all times in good standing with all relevant government agencies, departments, and regulatory or supervisory bodies in all relevant jurisdictions in which Client does business, business and Client will immediately reasonably promptly notify Custodian if Client ceases to be in good standing with any applicable regulatory authority; (eF) Client will promptly provide such information as Custodian may reasonably request from time to time regarding: (i) Client’s policies, procedures, and activities which relate to the Custodial Services in any manner, as determined by Custodian in its sole and absolute discretion; and (ii) any transaction which involves the use of the Services, to the extent reasonably necessary to comply with Applicable Law, or the guidance or direction of, or request from any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement; (fG) Client either owns or possesses lawful authorization to transact with all Digital Assets involved in the Custody Transactions; (g) There is no claim pending, or to Client’s best knowledge, threatened, and no encumbrance or other lien, in each case, that may adversely affect any delivery of Assets made in accordance with this Agreement; (h) It owns the Assets in Client’s Custodial Account free and clear of all liens, claims, security interests, and encumbrances and it has all rights, title, and interest in and to the Assets in Client’s Custodial Account as necessary for Custodian to perform its obligations under this Agreement; (iH) Client has the full capacity and authority to enter into and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Client has full legal capacity and authorization to do so; (jI) All information provided by Client to Custodian in the course of negotiating this Agreement and the onboarding on-boarding of Client as Custodian’s customer and user of the Custodial Services is complete, true, and accurate in all material respects, including with respect to the ownership of Client and Client’s primary address; , no material information has been excluded; and no other person or entity has an ownership interest in Client’s Assets Client except for those disclosed in connection with such onboarding; and (kJ) Client is not owned in part or in whole, nor controlled by any person or entity that is, nor is it conducting any activities on behalf of, any person or entity that is (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or any other Governmental Authority with jurisdiction over Custodian or its affiliatesaffiliates with respect to U.S. sanctions laws; (ii) identified on the Denied Persons, Entity, or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security; or (iii) located, organized or resident in a country or territory that is, or whose government is, the subject of U.S. economic sanctions, including including, without limitation, the Crimean, Donetsk, and Luhansk regions of Ukraine, Cuba, Iran, North Korea, or Syria.

By Client. Client represents, warrants, and covenants to Custodian that: (a) Client fully complies operates in full compliance with all Applicable Law in each jurisdiction in which Client operates, including without limitation applicable securities and commodities laws and regulations, efforts to fight the funding of terrorism and money laundering, sanctions regimes, licensing requirements, and all related regulations and requirements. (b) To the extent Client receives creates receive addresses to receive Digital Assets from third-parties, Client represents and warrants that the receipt of said Digital Assets is based on lawful activity. . (c) Client shall have conducted and satisfied any and all due diligence procedures required by Applicable Law with respect to such third parties prior to placing with Custodian any Digital Assets or Fiat Currency associated with such third party. (cd) Client will not use any Services for any illegal activity, including without limitation illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities, activities or any prohibited market practices, including any Prohibited Practiceswithout limitation the prohibited activities and business set forth in Appendix 1. (de) Client is currently and will remain at all times in good standing with all relevant government agencies, departments, and regulatory or supervisory bodies in all relevant jurisdictions in which Client does business, business and Client will immediately notify Custodian if Client ceases to be in good standing with any applicable regulatory authority; (ef) Client will promptly provide such information as Custodian may reasonably request from time to time regarding: (i) Client’s policies, procedures, and activities which relate to the Custodial Services in any manner, as determined by Custodian in its sole and absolute discretion; and (ii) any transaction which involves the use of the Services, to the extent reasonably necessary to comply with Applicable Law, or the guidance or direction of, or request from any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement; (fg) Client either owns or possesses lawful authorization to transact with all Digital Assets involved in the Custody Transactions; (g) There is no claim pending, or to Client’s best knowledge, threatened, and no encumbrance or other lien, in each case, that may adversely affect any delivery of Assets made in accordance with this Agreement; (h) It owns the Assets in Client’s Custodial Account free and clear of all liens, claims, security interests, and encumbrances and it has all rights, title, and interest in and to the Assets in Client’s Custodial Account as necessary for Custodian to perform its obligations under this Agreement; (i) Client has the full capacity and authority to enter into and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Client has full legal capacity and authorization to do so;; and (ji) All information provided by Client to Custodian in the course of negotiating this Agreement and the onboarding on-boarding of Client as Custodian’s customer and user of the Custodial Services is complete, true, and accurate in all material respects, including with respect to the ownership of Client and Client’s primary address; , no material information has been excluded; and no other person or entity has an ownership interest in Client’s Assets Client except for those disclosed in connection with such onboarding; and (k) Client is not owned in part or in whole, nor controlled by any person or entity that is, nor is it conducting any activities on behalf of, any person or entity that is (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or any other Governmental Authority with jurisdiction over Custodian or its affiliates; (ii) identified on the Denied Persons, Entity, or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security; or (iii) located, organized or resident in a country or territory that is, or whose government is, the subject of U.S. economic sanctions, including the Crimean, Donetsk, and Luhansk regions of Ukraine, Cuba, Iran, North Korea, or Syria.

By Client. Client represents, warrants, CLIENT represents and covenants to Custodian warrants that: (a) Client fully complies with all Applicable Law CLIENT is a limited liability company, duly organized, validly existing and in each jurisdiction in which Client operates, including applicable securities and commodities good standing under the laws and regulations, efforts to fight of the funding State of terrorism and money laundering, sanctions regimes, licensing requirements, and all related regulations and requirementsDelaware. (b) To the extent Client receives Assets from third-partiesCLIENT has all requisite limited liability company power and authority to execute, the receipt of said Assets is based on lawful activity. Client shall have conducted deliver and satisfied all due diligence procedures required by Applicable Law with respect to such third parties prior to placing with Custodian any Assets associated with such third partyperform its obligations under this Agreement. (c) Client will CLIENT is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not use any Services for any illegal activity, including illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities, or any prohibited market practices, including any Prohibited Practiceshave a material adverse effect on CLIENT's ability to fulfill its obligations under this Agreement. (d) Client is currently The execution, delivery and will remain at all times in good standing with all relevant government agencies, departments, and regulatory or supervisory bodies in all relevant jurisdictions in which Client does business, and Client will immediately notify Custodian if Client ceases to be in good standing with any applicable regulatory authority;performance of this Agreement has been duly authorized by CLIENT. (e) Client will promptly provide such information as Custodian may reasonably request from time to time regarding: (i) Client’s policies, procedures, and activities which relate to the Custodial Services in any manner, as determined by Custodian in its sole and absolute discretion; and (ii) any transaction which involves the use of the Services, to the extent reasonably necessary to CLIENT shall comply with Applicable Lawall applicable Federal, or the guidance or direction of, or request from any regulatory authority or financial institution, provided that such information may be redacted state and local laws (including HIPAA) and regulations applicable to remove confidential commercial information not relevant to the requirements CLIENT and shall obtain all applicable permits and licenses required of CLIENT in connection with its obligations under this Agreement;. (f) Client either owns or possesses lawful authorization to transact with all Assets involved in CLIENT has not disclosed any Confidential Information of OUTSOURCER as of the Custody Transactions;Agreement Date. (g) There is no claim pendingoutstanding litigation, or to Client’s best knowledge, threatened, and no encumbrance arbitrated matter or other lien, in each case, that may adversely affect any delivery of Assets made in accordance with dispute to which CLIENT is a party which would reasonably be expected to have a potential or actual material adverse effect on CLIENT's or OUTSOURCER's ability to fulfill its respective obligations under this Agreement;. (h) It owns To its knowledge the Assets in Client’s Custodial Account free CLIENT Intellectual Property does not and clear will not infringe upon the proprietary rights of all liens, claims, security interests, and encumbrances and it has all rights, title, and interest in and to the Assets in Client’s Custodial Account as necessary for Custodian to perform its obligations under this Agreement;any third party. (i) Client has Subject to Section 14.5, the full capacity OUTSOURCER is authorized to receive from CLIENT and authority to enter into CLIENT Agents (including the CLIENT's sales representatives who interface with the Physicians where the OfficeCare and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Client has full legal capacity and authorization to do so; (jInsurance Business orders are placed) All information provided by Client to Custodian in the course of negotiating this Agreement and the onboarding of Client is complete, true, and accurate in all material respects, including with respect to the ownership of Client and Client’s primary address; no material information has been excluded; and no other person or entity has an ownership interest in Client’s Assets except for those disclosed Protected Health Information in connection with such onboarding; and (k) Client is not owned in part or in whole, nor controlled by any person or entity that is, nor is it conducting any activities on behalf of, any person or entity that is (i) the subject of any sanctions administered or enforced by the U.S. Department performance of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or any other Governmental Authority Services hereunder. CLIENT shall cause all CLIENT Agents that will provide Protected Health Information to OUTSOURCER in connection with jurisdiction over Custodian or its affiliates; (ii) identified on the Denied Persons, Entity, or Unverified Lists OUTSOURCER's performance of the U.S. Department of Commerce’s Bureau of Industry and Security; or Services to execute a Business Associate (iiias defined under HIPAA) located, organized or resident agreement in a country or territory that is, or whose government is, the subject of U.S. economic sanctions, including the Crimean, Donetsk, and Luhansk regions of Ukraine, Cuba, Iran, North Korea, or Syriaform reasonably satisfactory to OUTSOURCER.

By Client. Client represents, warrants, and covenants to Custodian that: (a) Client fully complies operates in compliance in all material respects with all Applicable Law in each jurisdiction in which Client operates, including which may include, without limitation applicable securities and commodities laws and regulations, efforts to fight the funding of terrorism and money laundering, sanctions regimes, licensing requirements, and all related regulations and requirements. (b) To the extent Client receives creates receive addresses to receive Digital Assets from third-parties, Client represents and warrants that the receipt of said Digital Assets is based on lawful activity. . (c) Client shall have conducted and satisfied any and all due diligence procedures required by Applicable Law with respect to such third parties prior to placing with Custodian any Digital Assets or Fiat Currency associated with such third party. (cd) Client will not use any Services for any illegal activity, including without limitation illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities, activities or any prohibited market practices, including any Prohibited Practiceswithout limitation the prohibited activities and business set forth in Appendix 1. (de) Client is currently and will remain at all times during the Term in good standing with all relevant such government agencies, departments, and regulatory or supervisory bodies with jurisdiction over Client in all relevant jurisdictions in which Client does business, business and Client will immediately notify Custodian if Client ceases to be in good standing with any applicable regulatory authority; (ef) Client will promptly provide such information as Custodian may reasonably request from time to time regarding: (i) Client’s policies, procedures, and activities which relate to the Custodial Services in any manner, as reasonably determined by Custodian in its sole and absolute discretionCustodian; and (ii) any transaction which involves the use of the Services, to the extent reasonably necessary to comply with Applicable Law, or the guidance or direction of, or request from any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement; (fg) Client either owns or possesses lawful authorization to transact with all Digital Assets involved in the Custody Transactions; (g) There is no claim pending, or to Client’s best knowledge, threatened, and no encumbrance or other lien, in each case, that may adversely affect any delivery of Assets made in accordance with this Agreement; (h) It owns the Assets in Client’s Custodial Account free and clear of all liens, claims, security interests, and encumbrances and it has all rights, title, and interest in and to the Assets in Client’s Custodial Account as necessary for Custodian to perform its obligations under this Agreement; (i) Client has the full capacity and authority to enter into and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Client has full legal capacity and authorization to do so;; and (ji) All information provided by Client to Custodian in the course of negotiating this Agreement and the onboarding on-boarding of Client as Custodian’s customer and user of the Custodial Services is complete, true, and accurate in all material respects, including with respect to the ownership of Client and Client’s primary address; , no material information has been excluded; and no other person or entity has an ownership interest in Client’s Assets Client except for those disclosed in connection with such onboarding; and (k) Client is not owned in part or in whole, nor controlled by any person or entity that is, nor is it conducting any activities on behalf of, any person or entity that is (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or any other Governmental Authority with jurisdiction over Custodian or its affiliates; (ii) identified on the Denied Persons, Entity, or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security; or (iii) located, organized or resident in a country or territory that is, or whose government is, the subject of U.S. economic sanctions, including the Crimean, Donetsk, and Luhansk regions of Ukraine, Cuba, Iran, North Korea, or Syria.

By Client. Client represents, warrants, represents and covenants warrants to Custodian SAFE that: (a) I. Client fully complies will use the Services in full compliance with all Applicable Law in each jurisdiction in which Client operatesLaw, including applicable without limitation U.S. securities and commodities laws and regulations, efforts to fight the funding of terrorism and money laundering, sanctions regimes, licensing requirements, the USA PATRIOT Act and Bank Secrecy Act and all related regulations and requirements. (b) To the extent Client receives Assets from third-parties, the receipt of said Assets is based on lawful activityII. Client shall have conducted and satisfied all due diligence procedures required by Applicable Law with respect to such third parties prior to placing with Custodian any Assets associated with such third party. (c) Client will not use any Services for any illegal and illicit activity, including without limitation illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities, activities or any prohibited market practices, including any Prohibited Practices. (d) III. If Client is a legal entity, Client is currently and will remain at all times in good standing with all relevant government agencies, departments, and regulatory or supervisory bodies in all relevant jurisdictions in which Client does business, including but not limited to and as applicable, FINRA, the Municipal Securities Rulemaking Board, SIPC, the National Futures Association, the Commodity Futures Trading Commission and the Securities and Exchange Commission, and Client will immediately notify Custodian SAFE if Client ceases to be in good standing with any applicable regulatory authority; (e) IV. If Client is a legal entity, Client will promptly provide such information as Custodian SAFE may reasonably request from time to time regarding: regarding (i) Client’s policies, procedures, and activities which relate to the Custodial Services in any manner, as determined by Custodian SAFE in its sole and absolute discretion; , and (ii) any transaction which involves the use of the Services, to the extent reasonably necessary to comply with Applicable Law, or the guidance or direction of, or request from any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement; (f) V. Client either owns or is the rightful owner and possesses lawful authorization right to transact with all Digital Assets involved in the Custody Transactions;. (g) There is no claim pending, or to Client’s best knowledge, threatened, and no encumbrance or other lien, in each case, that may adversely affect any delivery of Assets made in accordance with this Agreement; (h) It owns the Assets in Client’s Custodial Account free and clear of all liens, claims, security interests, and encumbrances and it has all rights, title, and interest in and to the Assets in Client’s Custodial Account as necessary for Custodian to perform its obligations under this Agreement; (i) VI. Client has the full capacity and authority to enter into and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Client has full legal capacity and authorization to do so; (j) VII. All information provided by Client to Custodian SAFE in the course of negotiating this Agreement and the onboarding on-boarding of Client as SAFE’s customer and user of the Services is complete, true, and accurate in all material respects, including with respect to the ownership of Client and Client’s primary address; , no material information has been excluded; and no other person or entity has an ownership interest in Client’s Assets Client except for those disclosed in connection with such onboarding; and (k) VIII. Client is not, and as applicable, is not owned in part or in whole, nor controlled by any person or entity that is, nor is it conducting any activities on behalf of, any person or entity that is (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or any other Governmental Authority with jurisdiction over Custodian SAFE or its affiliatesaffiliates with respect to U.S. sanctions laws; (ii) identified on the Denied Persons, Entity, or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security; or (iii) located, organized or resident in a country or territory that is, or whose government is, the subject of U.S. economic sanctions. IX. Client acknowledges, including (a) the Crimeanheightened risk of loss derived from the Digital Assets transactions and Fiat Currency, Donetsk(b) that some risk of loss as a pro rata creditor exists as the result of the Services, (c) that custody may not result in the Digital Assets of the Client being strictly segregated from other client assets; and Luhansk regions (d) that SAFE is not liable for losses suffered as a result of Ukraineexecuting Client’s Instructions, Cuba, Iran, North Korea, or Syriaexcept for liability consistent with fiduciary and trust powers.

By Client. Client represents, warrants, and covenants to Custodian that: (aA) Client fully complies operates in compliance in all material respects with all Applicable Law in each jurisdiction in which Client operates, including without limitation applicable securities and commodities laws and regulations, efforts to fight the funding of terrorism and money laundering, sanctions regimes, licensing requirements, and all related regulations and requirements. (bB) To the extent Client receives creates receive addresses to receive Digital Assets from third-parties, Client represents and warrants that the receipt of said Digital Assets is based on lawful activity. . (C) Client shall have conducted and satisfied any and all due diligence procedures required by Applicable Law with respect to such third parties prior to placing with Custodian any Digital Assets or Fiat Currency associated with such third party. (cD) Client will not use any Services for any illegal activity, including without limitation illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities, activities or any prohibited market practices, including any Prohibited Practiceswithout limitation the prohibited activities and business set forth in Appendix 1. (dE) Client is currently and will remain at all times in good standing with all relevant government agencies, departments, and regulatory or supervisory bodies in all relevant jurisdictions in which Client does business, business and Client will immediately reasonably promptly notify Custodian if Client ceases to be in good standing with any applicable regulatory authority; (eF) Client will promptly provide such information as Custodian may reasonably request from time to time regarding: (i) Client’s policies, procedures, and activities which relate to the Custodial Services in any manner, as determined by Custodian in its sole and absolute discretion; and (ii) any transaction which involves the use of the Services, to the extent reasonably necessary to comply with Applicable Law, or the guidance or direction of, or request from any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement; (fG) Client either owns or possesses lawful authorization to transact with all Digital Assets involved in the Custody Transactions; (g) There is no claim pending, or to Client’s best knowledge, threatened, and no encumbrance or other lien, in each case, that may adversely affect any delivery of Assets made in accordance with this Agreement; (h) It owns the Assets in Client’s Custodial Account free and clear of all liens, claims, security interests, and encumbrances and it has all rights, title, and interest in and to the Assets in Client’s Custodial Account as necessary for Custodian to perform its obligations under this Agreement; (iH) Client has the full capacity and authority to enter into and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Client has full legal capacity and authorization to do so; (jI) All information provided by Client to Custodian in the course of negotiating this Agreement and the onboarding on-boarding of Client as Custodian’s customer and user of the Custodial Services is complete, true, and accurate in all material respects, including with respect to the ownership of Client and Client’s primary address; , no material information has been excluded; and no other person or entity has an ownership interest in Client’s Assets Client except for those disclosed in connection with such onboarding; and (kJ) Client is not owned in part or in whole, nor controlled by any person or entity that is, nor is it conducting any activities on behalf of, any person or entity that is (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or any other Governmental Authority with jurisdiction over Custodian or its affiliatesaffiliates with respect to U.S. sanctions laws; (ii) identified on the Denied Persons, Entity, or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security; or (iii) located, organized or resident in a country or territory that is, or whose government is, the subject of U.S. economic sanctions, including including, without limitation, the Crimean, Donetsk, and Luhansk regions of Ukraine, Cuba, Iran, North Korea, or Syria.

By Client. Client represents, warrants, CLIENT represents and covenants to Custodian warrants that: (a) Client fully complies with all Applicable Law CLIENT is a limited liability company, duly organized, validly existing and in each jurisdiction in which Client operates, including applicable securities and commodities good standing under the laws and regulations, efforts to fight of the funding State of terrorism and money laundering, sanctions regimes, licensing requirements, and all related regulations and requirementsDelaware. (b) To the extent Client receives Assets from third-partiesCLIENT has all requisite limited liability company power and authority to execute, the receipt of said Assets is based on lawful activity. Client shall have conducted deliver and satisfied all due diligence procedures required by Applicable Law with respect to such third parties prior to placing with Custodian any Assets associated with such third partyperform its obligations under this Agreement. (c) Client will CLIENT is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not use any Services for any illegal activity, including illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities, or any prohibited market practices, including any Prohibited Practiceshave a material adverse effect on CLIENT’s ability to fulfill its obligations under this Agreement. (d) Client is currently The execution, delivery and will remain at all times in good standing with all relevant government agencies, departments, and regulatory or supervisory bodies in all relevant jurisdictions in which Client does business, and Client will immediately notify Custodian if Client ceases to be in good standing with any applicable regulatory authority;performance of this Agreement has been duly authorized by CLIENT. (e) Client will promptly provide such information as Custodian may reasonably request from time to time regarding: (i) Client’s policies, procedures, and activities which relate to the Custodial Services in any manner, as determined by Custodian in its sole and absolute discretion; and (ii) any transaction which involves the use of the Services, to the extent reasonably necessary to CLIENT shall comply with Applicable Lawall applicable Federal, or the guidance or direction of, or request from any regulatory authority or financial institution, provided that such information may be redacted state and local laws (including HIPAA) and regulations applicable to remove confidential commercial information not relevant to the requirements CLIENT and shall obtain all applicable permits and licenses required of CLIENT in connection with its obligations under this Agreement;. (f) Client either owns or possesses lawful authorization to transact with all Assets involved in CLIENT has not disclosed any Confidential Information of OUTSOURCER as of the Custody Transactions;Agreement Date. (g) There is no claim pendingoutstanding litigation, or to Client’s best knowledge, threatened, and no encumbrance arbitrated matter or other lien, in each case, that may adversely affect any delivery of Assets made in accordance with dispute to which CLIENT is a party which would reasonably be expected to have a potential or actual material adverse effect on CLIENT’s or OUTSOURCER’s ability to fulfill its respective obligations under this Agreement;. (h) It owns To its knowledge the Assets in Client’s Custodial Account free CLIENT Intellectual Property does not and clear will not infringe upon the proprietary rights of all liens, claims, security interests, and encumbrances and it has all rights, title, and interest in and to the Assets in Client’s Custodial Account as necessary for Custodian to perform its obligations under this Agreement;any third party. (i) Client has Subject to Section 15.5, the full capacity OUTSOURCER is authorized to receive from CLIENT and authority to enter into CLIENT Agents (including the CLIENT’s sales representatives who interface with the Physicians where the OfficeCare and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Client has full legal capacity and authorization to do so; (jInsurance Business orders are placed) All information provided by Client to Custodian in the course of negotiating this Agreement and the onboarding of Client is complete, true, and accurate in all material respects, including with respect to the ownership of Client and Client’s primary address; no material information has been excluded; and no other person or entity has an ownership interest in Client’s Assets except for those disclosed Protected Health Information in connection with such onboarding; and (k) Client is not owned in part or in whole, nor controlled by any person or entity that is, nor is it conducting any activities on behalf of, any person or entity that is (i) the subject of any sanctions administered or enforced by the U.S. Department performance of the TreasuryServices hereunder. CLIENT shall cause all CLIENT Agents that will provide Protected Health Information to OUTSOURCER in connection with OUTSOURCER’s Office of Foreign Assets Control, the U.S. Department of State, or any other Governmental Authority with jurisdiction over Custodian or its affiliates; (ii) identified on the Denied Persons, Entity, or Unverified Lists performance of the U.S. Department of Commerce’s Bureau of Industry and Security; or Services to execute a Business Associate (iiias defined under HIPAA) located, organized or resident agreement in a country or territory that is, or whose government is, the subject of U.S. economic sanctions, including the Crimean, Donetsk, and Luhansk regions of Ukraine, Cuba, Iran, North Korea, or Syriaform reasonably satisfactory to OUTSOURCER.

By Client. Client represents, warrants, represents and covenants warrants to Custodian SAFE that: (a) I. Client fully complies will use the Services in full compliance with all Applicable Law in each jurisdiction in which Client operatesLaw, including applicable without limitation U.S. securities and commodities laws and regulations, efforts to fight the funding of terrorism and money laundering, sanctions regimes, licensing requirements, the USA PATRIOT Act and Bank Secrecy Act and all related regulations and requirements. (b) To the extent Client receives Assets from third-parties, the receipt of said Assets is based on lawful activityII. Client shall have conducted and satisfied all due diligence procedures required by Applicable Law with respect to such third parties prior to placing with Custodian any Assets associated with such third party. (c) Client will not use any Services for any illegal and illicit activity, including without limitation illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities, or any prohibited market practices, including any Prohibited Practices. (d) III. If Client is a legal entity, Client is currently and will remain at all times in good standing with all relevant government agencies, departments, and regulatory or supervisory bodies in all relevant jurisdictions in which Client does business, including but not limited to and as applicable, FINRA, the Municipal Securities Rulemaking Board, SIPC, the National Futures Association, the Commodity Futures Trading Commission and the Securities and Exchange Commission, and Client will immediately notify Custodian SAFE if Client ceases to be in good standing with any applicable regulatory authority; (e) IV. If Client is a legal entity, Client will promptly provide such information as Custodian SAFE may reasonably request from time to time regarding: regarding (i) Client’s policies, procedures, and activities which relate to the Custodial Services in any manner, as determined by Custodian SAFE in its sole and absolute discretion; , and (ii) any transaction which involves the use of the Services, to the extent reasonably necessary to comply with Applicable Law, or the guidance or direction of, or request from any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement; (f) V. Client either owns or is the rightful owner and possesses lawful authorization right to transact with all Digital Assets involved in the Custody Transactions;. (g) There is no claim pending, or to Client’s best knowledge, threatened, and no encumbrance or other lien, in each case, that may adversely affect any delivery of Assets made in accordance with this Agreement; (h) It owns the Assets in Client’s Custodial Account free and clear of all liens, claims, security interests, and encumbrances and it has all rights, title, and interest in and to the Assets in Client’s Custodial Account as necessary for Custodian to perform its obligations under this Agreement; (i) VI. Client has the full capacity and authority to enter into and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Client has full legal capacity and authorization to do so; (j) VII. All information provided by Client to Custodian SAFE in the course of negotiating this Agreement and the onboarding on-boarding of Client as SAFE’s customer and user of the Services is complete, true, and accurate in all material respects, including with respect to the ownership of Client and Client’s primary address; , no material information has been excluded; and no other person or entity has an ownership interest in Client’s Assets Client except for those disclosed in connection with such onboarding; and (k) VIII. Client is not, and as applicable, is not owned in part or in whole, nor controlled by any person or entity that is, nor is it conducting any activities on behalf of, any person or entity that is (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or any other Governmental Authority with jurisdiction over Custodian SAFE or its affiliatesaffiliates with respect to U.S. sanctions laws; (ii) identified on the Denied Persons, Entity, or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security; or (iii) located, organized or resident in a country or territory that is, or whose government is, the subject of U.S. economic sanctions. IX. Client acknowledges, including (a) the Crimeanheightened risk of loss derived from the Digital Assets transactions and Fiat Currency, Donetsk(b) that some risk of loss as a pro rata creditor exists as the result of the Services, (c) that custody may not result in the Digital Assets of the Client being strictly segregated from other client assets; and Luhansk regions (d) that SAFE is not liable for losses suffered as a result of Ukraineexecuting Client’s Instructions, Cuba, Iran, North Korea, or Syriaexcept for liability consistent with fiduciary and trust powers.

By Client. Client represents, warrants, and covenants to Custodian that: (a) Client fully complies with all Applicable Law in each jurisdiction in which Client operates, including applicable securities and commodities laws and regulations, efforts to fight the funding of terrorism and money laundering, sanctions regimes, licensing requirements, and all related regulations and requirements. (b) To the extent Client receives Assets from third-parties, the receipt of said Assets is based on lawful activity. Client shall have conducted and satisfied all due diligence procedures required by Applicable Law with respect to such third parties prior to placing with Custodian any Assets associated with such third party. (c) Client will not use any Services for any illegal activity, including illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities, or any prohibited market practices, including any Prohibited Practices. (d) Client is currently and will remain at all times in good standing with all relevant government agencies, departments, and regulatory or supervisory bodies in all relevant jurisdictions in which Client does business, and Client will immediately notify Custodian if Client ceases to be in good standing with any applicable regulatory authority; (e) Client will promptly provide such information as Custodian may reasonably request from time to time regarding: (i) Client’s 's policies, procedures, and activities which relate to the Custodial Services in any manner, as determined by Custodian in its sole and absolute discretion; and (ii) any transaction which involves the use of the Services, to the extent reasonably necessary to comply with Applicable Law, or the guidance or direction of, or request from any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement; (f) Client either owns or possesses lawful authorization to transact with all Assets involved in the Custody Transactions; (g) There is no claim pending, or to Client’s 's best knowledge, threatened, and no encumbrance or other lien, in each case, that may adversely affect any delivery of Assets made in accordance with this Agreement; (h) It owns the Assets in Client’s 's Custodial Account free and clear of all liens, claims, security interests, and encumbrances and it has all rights, title, and interest in and to the Assets in Client’s 's Custodial Account as necessary for Custodian to perform its obligations under this Agreement; (i) Client has the full capacity and authority to enter into and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Client has full legal capacity and authorization to do so; (j) All information provided by Client to Custodian in the course of negotiating this Agreement and the onboarding of Client is complete, true, and accurate in all material respects, including with respect to the ownership of Client and Client’s 's primary address; no material information has been excluded; and no other person or entity has an ownership interest in Client’s 's Assets except for those disclosed in connection with such onboarding; and (k) Client is not owned in part or in whole, nor controlled by any person or entity that is, nor is it conducting any activities on behalf of, any person or entity that is (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s 's Office of Foreign Assets Control, the U.S. Department of State, or any other Governmental Authority with jurisdiction over Custodian or its affiliates; (ii) identified on the Denied Persons, Entity, or Unverified Lists of the U.S. Department of Commerce’s 's Bureau of Industry and Security; or (iii) located, organized or resident in a country or territory that is, or whose government is, the subject of U.S. economic sanctions, including the Crimean, Donetsk, and Luhansk regions of Ukraine, Cuba, Iran, North Korea, or Syria.