OnePay Crypto Customer Agreement

THIS AGREEMENT INCLUDES A JURY TRIAL WAIVER AND A BINDING ARBITRATION PROVISION THAT CONTAINS A CLASS ACTION WAIVER. PLEASE REFER TO SECTION [39] BELOW FOR MORE INFORMATION.

ONEPAY CRYPTO CUSTOMER AGREEMENT

The value of cryptocurrencies (also referred to herein as “digital assets”) can change rapidly and unpredictably, resulting in sudden and substantial losses, including the loss of your entire investment. You should therefore carefully consider whether transacting in cryptocurrencies is appropriate for you considering your financial situation.

This OnePay Crypto Agreement (the “Agreement”) between you and OneProgress Assets LLC (“OnePay Crypto” “we,” or “our,” or “us”), contains terms and conditions related to aspects of your Crypto Account provided by Zero Hash LLC and Zero Hash Liquidity Services LLC (collectively, “Zero Hash”) that are managed by OnePay Crypto. We refer to the Crypto Account, your use of the OnePay App (as defined below) to research and transact in digital assets, and related services as the “OnePay Crypto Program”. In this Agreement, the term “Crypto Account” refers to your crypto account with Zero Hash offered under the OnePay Crypto Program. OnePay Crypto interacts with clients through a website and mobile application (collectively, the “OnePay App”), which is owned and operated by OnePay Crypto’s affiliate, One Finance Inc. (“OFI”).  

The OnePay Crypto Program allows users to register a Crypto Account with Zero Hash. By registering a Crypto Account and accessing the OnePay Crypto Program, you agree to all of the OnePay Crypto Terms (as defined below) and the terms set forth in the Zero Hash and Zero Hash Liquidity Services User Agreement (the “Zero Hash User Agreement”). If you do not agree, do not register for a Crypto Account and do not access and use the OnePay Crypto Program. 

By applying for a Crypto Account, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement.  The terms and conditions of this Agreement (including, for the clarification of doubt, each of the documents 1-4 enumerated in the paragraph below) will control any Crypto Account you are opening through us.

This Agreement also refers to and includes the:

1. OnePay Terms of Service

2. E-Sign Consent Agreement

3. OnePay Privacy Policy

4. OnePay Privacy Notice (together the “OnePay Disclosures”)

Other products and services offered by our affiliates through the OnePay App are governed through separate agreements, and current versions of these agreements and this Agreement are available at https://www.onepay.com/legal (“Disclosure Library”). 

By using the OnePay Services (defined below), you acknowledge that you have carefully read, understood, and accepted the OnePay Disclosures and all other disclosures and documents related to OnePay Crypto, including any terms contained in your Crypto Account statements and trade confirmations (collectively, the “OnePay Crypto Terms”).

You are responsible for reviewing the OnePay Crypto Terms for updates, and you agree to be bound by the version in effect at the time of your use.

1. Your Crypto Account
   OnePay Crypto Account Overview.  Services related to your Crypto Account are provided by OnePay Crypto, via the OnePay App, which also provides access to services of OnePay Crypto affiliates including brokerage services offered through One Growth Securities LLC (“One Growth”). All services provided through the OnePay App are referred to as the “OnePay Services”. OnePay Crypto is an affiliate of One Growth and an affiliate of OFI. OFI and OnePay Crypto are not registered broker-dealers. OnePay Crypto, One Growth and OFI are separate but affiliated entitles and all brokerage services are exclusively offered through One Growth. Cryptocurrency services are provided by Zero Hash, not One Growth. The OnePay Services are provided solely for your personal, non-commercial, and non-professional use, and are subject to the terms and conditions set forth in this Agreement, as well as any additional terms or disclosures published from time to time by OnePay Crypto or its affiliates.

   You are permitted to maintain only one Crypto Account. If you open multiple Crypto Accounts, we reserve the right to take any action permitted under this Agreement and applicable law, including, without limitation, closing one or more of your Crypto Accounts, instructing Zero Hash to consolidate the assets held across your Crypto Accounts into a single Crypto Account, or limiting your access to OnePay Services.

   
   

   1. General Requirements. You can access the OnePay Crypto Program only through the OnePay App. To apply for a Crypto Account and access the OnePay Crypto Program, 

      1. You must be a registered OnePay user and have a OnePay Cash account (as defined below) in good standing.

      2. You must pass Zero Hash’s verification checks. Zero Hash will only approve a Crypto Account after it has received all information provided by us and all personal information requested by Zero Hash from you. Zero Hash will only approve a Crypto Account if it has determined that you meet regulatory standards and Zero Hash’s standards for opening a Crypto Account, including information necessary to verify your identify.
         

   2. U.S Residents Only. Crypto Accounts may only be opened by U.S. residents. Crypto Accounts are not available for residents of foreign countries. Non-U.S. citizens with a valid social security number who are legally residing in the U.S. may open a Crypto Account. OnePay Crypto does not represent that materials accessible through the OnePay App are appropriate or available for use outside of the U.S.
      

   3. Permitted U.S. Jurisdictions. If you are a resident of the United States, you may only register for a Crypto Account and access the OnePay Crypto Program to use the Zero Hash Services (as defined below) if you are a resident of a state, district or territory in which Zero Hash is authorized to provide the Zero Hash Services (a “Permitted US Jurisdiction”). A current list of Permitted US Jurisdictions, which is incorporated by reference into these OnePay Crypto Terms, is available at https://docs.zerohash.com/docs/permitted-and-restricted-jurisdictions  and is subject to change at any time. Any updates to Permitted US Jurisdictions shall be updated at the link above. If the link is down, contact Zero hash at support@zerohash.com before using the Zero Hash Services. Please note that the Zero Hash Services may vary depending on the Permitted US Jurisdiction in which you reside. 
      

   4. Additional Restrictions. You acknowledge and agree that a breach of an obligation that you owe to Zero Hash, including without limitation breach of the Zero Hash User Agreement shall constitute a breach of this Agreement and shall entitle us to pursue the remedies for breach set forth herein and permitted by applicable law.

   
   

2. OnePay Cash Account
   OFI offers a demand deposit account, referred to as “OnePay Cash”, through its partnerships with unaffiliated FDIC-member banks (each, a “Sponsor Bank”). The OnePay Cash account is governed by the terms and conditions applicable to that account (“Demand Deposit Agreement”), as set forth in the Disclosure Library.

   Opening a OnePay Cash account is a prerequisite to opening a Crypto Account. For purposes of this Agreement, your OnePay Cash account serves as the sole “Funding Account.” The term “Funding Account” means the OnePay Cash account established by you, which is used both to fund the purchase of cryptocurrencies in your Crypto Account and to receive the proceeds from cryptocurrency sales, or other uninvested cash related to your Crypto Account.

   
   

3. Customer Identification Program Notice
   OnePay Crypto reserves the right, in its sole discretion, to prevent you from opening a Crypto Account for any reason and at any time. We also reserve the right, in our sole discretion, to require you to close your Crypto Account at any time and for any reason.  You understand that you or we may or we may instruct Zero Hash close any Crypto Account, terminate this Agreement, and terminate any account feature or service at any time for any reason including, without limitation, upon the termination of your OnePay Cash account or the termination of the Demand Deposit Agreement.
   
   

4. Representations and Warranties
   You represent and warrant to us that the following statements are true, accurate, and complete as of the date you open your Crypto Account and will remain so for the duration of your use of the OnePay Services:

   1. You are at least eighteen (18) years old, and are fully authorized to enter into and be bound by this Agreement.

   2. All information provided by you to us from time to time, including information provided in connection with application for, or use of your Crypto Account, is true, complete, and accurate and you authorize us to make any inquiry (with third parties or otherwise) to verify such information.

   3. You are the sole beneficial owner of the Crypto Account, and the Crypto Account is maintained solely for your benefit and not on behalf of any other person or entity.

   4. You represent that all assets held in your Crypto Account belong to you and that all trading in your Crypto Account is conducted solely for your benefit. You further represent and warrant that any external wallet or blockchain address used by you in connection with a deposit to or withdrawal from your Crypto Account is either owned and controlled by you or used by you with full lawful authority, and that your use of such wallet or address does not violate any applicable law, sanctions restriction, anti-money laundering requirement, or third-party right.

   
   

5. Data and Information We Provide
   We may provide you data and information via the OnePay App regarding digital assets, including Market Data (as defined below), stock quotes, historical price data, index, company, and market information, news articles, and any information that derives from such information (“Provided Information”). Provided Information may be made available by third party sources (“Data Providers”).

   Provided Information is for informational purposes only. Price quotes may be delayed fifteen (15) minutes or longer. Neither we nor the Data Providers guarantee the timeliness, accuracy, completeness, reliability, or content of Provided Information or of other market information or messages disseminated to or by any party. Neither we nor any Data Provider warrant that the Provided Information provided by any such entity will be uninterrupted or error-free. We or any Data Provider, in our or their sole discretion and without notice, may suspend or stop providing any category of Provided Information.

   
   

6. Prohibited Uses of Your Crypto Account
   You may not use your Crypto Account for any of the following uses, which may result in the suspension, termination, or closure of your Crypto Account: (i) any use in violation of applicable federal, state, or local law or regulation, or (ii) trading on behalf of a company, corporation, or other entity, or (iii) sending digital assets to, or receiving digital assets from, any external wallet, address, service, protocol, person, or jurisdiction in violation of applicable law, sanctions requirements, anti-money laundering laws, or other legal or regulatory restrictions.
   

   If we in our sole discretion believe that your Crypto Account has been involved in any fraud or crime or violation of laws or regulations, has been accessed unlawfully, or is otherwise involved in any suspicious activity (whether as victim or perpetrator, or otherwise), we may direct Zero Hash to suspend or freeze the account or any privileges of your Crypto Account or to freeze or liquidate funds or assets in your Crypto Account. We cannot be held responsible for losses if Zero Hash sell any of the assets in your Crypto Account even if liquidation or distribution would cause taxable consequences to you, or for the tax consequences of liquidating assets or distributing them to you.  You waive any claim for loss or damages against us arising out of or related to our exercising our rights under this paragraph. 
   
   

7. Privacy Policies
   Please refer to our Privacy Policy and Privacy Notice for more information on how we collect, use, and share information from you and your Crypto Account.
   
   

8. Zero Hash Relationship
   As noted above, OnePay Crypto arranges cryptocurrency execution and custody services through Zero Hash. By using a Crypto Account, you authorize OnePay Crypto to transmit your instructions to Zero Hash and enable digital-asset transactions through the OnePay App. Zero Hash, not OnePay Crypto, is responsible for executing, settling, and holding supported digital assets.

   You understand and acknowledge that neither the Zero Hash Services nor your Crypto Account are under the control of OnePay Crypto, its affiliates, or Sponsor Bank. You further understand and acknowledge that your Crypto Account is outside of OnePay Crypto’s possession and control, and that OnePay Crypto does not have the ability to monitor or recall your funds after such funds have been transferred to Zero Hash. 

   You further understand and acknowledge that, upon transfer of funds from your OnePay Cash account to Zero Hash, your fiat funds will not be insured by the Securities Investor Protection Corporation (“SIPC”), nor will they be insured by the Federal Deposit Insurance Corporation (“FDIC”). Your cryptocurrency also is not insured by the SIPC or the FDIC, and is not a deposit. 

   You understand and acknowledge that cryptocurrencies in your Crypto Account are not held at OnePay Crypto or Sponsor Bank and that OnePay Crypto and Sponsor Bank only take instructions regarding the transferring of funds as described in this Agreement and in the Zero Hash User Agreement. Neither OnePay Crypto nor Sponsor Bank are involved in the purchase, sale or custody of digital assets except as explicitly set forth herein. 

   You agree that Zero Hash may accept from us, without inquiry or investigation:
   
   (a) orders for the purchase or sale of digital assets;
   (b) instructions regarding the transmission or receipt of funds to and from your OnePay Cash account, and
   (c) any other instructions concerning your Crypto Account.
   
   Zero Hash will look solely to us unless otherwise directed by us, and not to you, with respect to any such orders or instructions. Zero Hash holds all digital assets in your Crypto Account on its own books. If you want to learn more about how your assets are being held, you may contact us or Zero Hash directly. 

   You agree to hold OnePay Crypto and its affiliates harmless from and against any losses, costs or expenses arising in connection with any action taken by Zero Hash in accordance with this provision and the terms and conditions you have or will enter into with Zero Hash. You further understand and agree that OnePay Crypto is not responsible, and will not be liable, for Zero Hash’s actions. You agree to resolve any disputes you have with Zero Hash directly.
   
   
   

9. Trading
   (a) Zero Hash Account; Authorizations. Registering a Crypto Account enables you to: (i) authorize OnePay Crypto to transmit your instructions to OFI and the Sponsor Bank to transfer funds from your OnePay Cash account for the purchase and sale of supported cryptocurrencies through the OnePay Crypto Program in the OnePay App (collectively, “Cryptocurrency Trades”); (ii) track your Cryptocurrency Trades in the OnePay App; and (iii) authorize Zero Hash to withdraw funds from your Zero Hash Account and send the funds to your OnePay Cash account. The services performed by Zero Hash in connection with executing, settling, and funding Cryptocurrency Trades are the “Zero Hash Services.” 

   When you place a request to purchase or sell cryptocurrency (an “Order”), the Order will be routed to Zero Hash through the OnePay App. By using the Zero Hash Services and the OnePay Crypto Program, you acknowledge and understand that OnePay Crypto or its affiliates will not be involved in effecting any transactions in cryptocurrency or the exchange of fiat currency for cryptocurrency. The only option available to you in your OnePay Cash account regarding cryptocurrency will be to send a direction to transfer funds from your OnePay Cash Account held at Sponsor Bank to Zero Hash to purchase cryptocurrency for custody and deposit in your Crypto Account, which direction will be sent through the OnePay App. The settlement of funds related to Cryptocurrency Trades may be accomplished through batched transactions from Sponsor Bank to Zero Hash and from Zero Hash to Sponsor Bank if permitted by applicable law.

   You acknowledge and understand that all Orders which are placed on the OnePay App using your login credentials and that are routed to Zero Hash by us, are your Orders, and you agree to be bound by all terms pertaining to such Orders, including these OnePay Crypto Terms and the Zero Hash User Agreement. Due to many factors, including changing market conditions or technical or operational limitations, we cannot guarantee that orders will be placed, withdrawn, or modified as instructed. You assume all investment risk with respect to such transactions.

   (c) Orders. You appoint OnePay Crypto as your agent for the purpose of carrying out any instructions submitted through the OnePay App for your Crypto Account, including those relating to the purchase or sale of digital assets. You assume all investment risk with respect to such transactions. All transactions will be executed only on your instructions, except as provided by this Agreement or otherwise agreed to. As your agent, we are authorized to:

   
   (i) rely on any instructions for actions taken with respect to your Crypto Account that we believe are authorized, regardless of how those instructions have been transmitted to us;

   (ii) transmit your instructions to OFI and Zero Hash. They, on your behalf, will transmit funds to or receive funds from your OnePay Cash account, held at the Sponsor Bank, as necessary in connection with any instructions you give us and we have forwarded. 

   We may, at our sole discretion and without prior notice to you, refuse, cancel or restrict your Orders.

   (d) Digital Assets Offered. You understand that OnePay Crypto may, for any reason and at any time in its sole discretion, change the list of digital assets available for purchase or sale through the OnePay App without any prior notice to you. You understand that in the event a digital asset held in your Crypto Account is no longer offered through the OnePay App you may need to liquidate and/or transfer your holdings in such asset. We cannot be held responsible for losses arising from such liquidation or transfer, including any adverse taxable consequences arising out of such transfer or sale.  You waive any claim for loss or damages against us arising out of or related to any liquidation or transfer arising out of a change to the list of digital assets available for purchase or sale through the OnePay App.

   (e) Purchases. You are required to pay in full for all digital assets purchased through the OnePay Crypto Program immediately upon execution, or if otherwise specified, upon demand. We may, in our sole discretion, require full payment in cleared funds prior to accepting any Order to purchase cryptocurrency.  For cryptocurrency purchases, OnePay Crypto will not accept orders less than $1.00. 

   When you submit an Order to purchase cryptocurrency through the OnePay App, you are authorizing and requesting that OnePay Crypto pass instructions to OFI, on behalf of Sponsor Bank to (i) place a hold on the full amount of fiat funds associated with the Order pending Zero Hash’s acceptance and confirmation, and (ii) upon confirmation, transfer the required fiat funds from the Sponsor Bank to Zero Hash to fill the Order. You are also authorizing OnePay Crypto to instruct Zero Hash to convert fiat received from your OnePay Cash account into cryptocurrency and to deposit the resulting cryptocurrency (minus any applicable fee and taxes) in your Crypto Account. You understand and acknowledge that your Crypto Account is provided by Zero Hash and is separate from your OnePay Cash account. If sufficient funds are not available in your OnePay Cash account at the time an Order is placed, we may reject the Order without further notice. If you fail to provide sufficient funds to settle a cryptocurrency purchase, we may, in our sole discretion and without prior notice to you: (i) instruct Zero Hash to liquidate cryptocurrencies or other assets held in your Crypto Account to cover the purchase price; and/or (ii) instruct Zero Hash to restrict or suspend trading in your Crypto Account until adequate funds have been received.

   (f) Recurring Buys. You may set up recurring purchases of cryptocurrency through the Recurring Buys feature (each, a “Recurring Order”). By setting up a Recurring Order, you authorize and instruct OnePay Crypto to place an Order for the applicable cryptocurrency, in the amount and at the periodic interval you specify (e.g., daily, weekly, or biweekly). You also authorize OFI to debit your OnePay Cash account for the full order amount as a “Recurring Transfer” (as defined under your Demand Deposit Agreement) at the specified frequency to fund the Recurring Order. 

   Recurring Orders will be placed as Orders on the applicable day and will be executed as if you had placed the Order manually at that time at the prevailing market price, as determined by Zero Hash. Recurring Orders are typically processed between 9:00 a.m. and 12:00p.m. ET, however transactions may take some time to complete. OnePay Crypto may set minimum transaction requirements for Recurring Buys. You may cancel Recurring Orders at any time, but cancellations must be submitted at least one day prior in order to ensure cancellation of the next Recurring Order. Recurring Orders will continue until canceled by you or OnePay Crypto. To note, Recurring Orders cannot be cancelled or reversed once submitted to Zero Hash for execution. 

   OnePay Crypto is not required to permit you to set up any Recurring Order, and to the extent you do, OnePay Crypto may cancel or modify any Recurring Order for any reason in its sole discretion. If you do not have sufficient funds available for any Recurring Order, we may make additional attempts to pull funds (including by instructing Zero Hash to liquidate cryptocurrency or other assets held in your Crypto Account), wait to retry on the next scheduled Recurring Order, or cancel the Recurring Order altogether. Each Recurring Order is a separate self-directed Order instructed and authorized by you; OnePay Crypto does not exercise any discretion or investment authority over Recurring Orders. In the event a Recurring Order is canceled or rejected by OnePay Crypto or Zero Hash, you may direct OnePay Crypto to place the Order again on your behalf. 

   (g) Round-ups. You may have the option to select your Crypto Account as the destination for “Round-ups” through the Round-ups feature, as described in your Demand Deposit Agreement. 

   If you set up and enable Round-ups for your Crypto Account, you authorize and direct OnePay Crypto to instruct OFI, on your behalf, to transfer the amount of each Round-up from your OnePay Cash Account to Zero Hash for transaction settlement. By enabling this feature, you are also establishing Recurring Orders for cryptocurrency through the Round-ups feature. 

   The amount of each Round-up is determined by rounding the eligible transaction in your OnePay Cash Account up to the next whole dollar when the debit transaction settles. The difference between the transaction amount and the next whole dollar is then used to place an Order in that amount for your pre-selected crypto. For example, if you authorize a debit purchase of $9.01, $0.99 will be the Round-up amount invested in your pre-selected crypto. Debit transaction settlement times may vary, and the transaction amount may also change (for example, if you add a tip). Round-ups from your debit transactions are not processed in real time. Instead, purchases made on a given day are aggregated the following day and submitted as a single crypto Order once your pending Round-ups total is at least $0.30. If your pending Round-ups are less than $0.30, the Round-up will be canceled, and the Order will not be placed for execution. 

   Because Round-up orders are delayed by at least one day from the date of the underlying eligible transaction, the price of crypto at execution may differ from when the original transactions occurred. Each Round-up is treated as a one-time, self-directed Order based on your selected preferences. You may disable Round-ups or change your crypto selection at any time, but we may be unable to stop Round-up orders sent to Zero Hash for execution. OnePay Crypto may set minimum transaction requirements for Recurring Orders. OnePay may cancel or modify any Round-up for any reason in its sole discretion. If you do not have sufficient funds available for any Round-up, we may make additional attempts to pull funds, wait to retry on your next Round-up, or cancel the Round-up altogether. In the event a Round-up crypto purchase Order is canceled or rejected by OnePay Crypto or Zero Hash, you may direct OnePay Crypto to place the Order again on your behalf. Cryptocurrency transactions in amounts less than $1.00 may be executed at a higher effective price per unit due to the small order size and associated execution costs.
   

   (h) Sales. You may only place Orders to sell cryptocurrencies that you beneficially own and that are held in your Crypto Account at the time the Order is submitted. OnePay Crypto will only accept sell Orders for cryptocurrency that is actually owned by you and available in your Crypto Account for delivery.

   When you submit an Order to sell cryptocurrency through the OnePay App, you are authorizing and requesting OnePay Crypto to instruct Zero Hash to liquidate cryptocurrency in your Crypto Account and transmit the resulting fiat (minus any applicable fees and taxes) to your OnePay Cash account.  Concurrently, OnePay Crypto will instruct OFI, on behalf of Sponsor Bank to credit your OnePay Cash account. Credit is provisional until Sponsor Bank receives final settlement of the funds from Zero Hash.

   (i) Discretion Over User Interface. You acknowledge that you have elected to use OnePay Crypto as your user interface to access your Crypto Account and agree that OnePay Crypto retains sole discretion over the design, functionality, and operation of the user interface and the OnePay App. OnePay Crypto may, at any time and without prior notice, make changes to the OnePay App or its underlying systems, including but not limited to interface features, Order types, trading hours, or the OnePay Services. You understand and agree that OnePay Crypto is not responsible for any losses, costs, or damages arising from any such modifications, suspensions, or terminations of functionality or features within the OnePay App.

   (j) Trade Cancellations: Zero Hash, in its sole discretion, may use various intermediaries that quote both a buy and a sell price in cryptocurrency held in their own inventory (a “Liquidity Provider”) to source cryptocurrency for your Order in order to fulfill and settle such Orders. You understand that Zero Hash may delay settlement or cancel, in whole or in part, any transaction should any Liquidity Provider of Zero Hash fail to timely deliver to it sufficient cryptocurrency to fulfill and/or settle any Order placed by you through the OnePay App. 

   In the event an Order is cancelled by Zero Hash in accordance with the Zero Hash User Agreement, we will receive a notification from Zero Hash and, in turn, OFI will instruct Sponsor Bank to promptly release any temporary hold on your funds in your OnePay Cash Account. You acknowledge and agree that OnePay is under no obligation to compensate or reimburse you following any Order cancellation; such disputes must be addressed with Zero Hash and will be subject to the Zero Hash User Agreement.
   
   

10. Self-Directed Crypto Account; No Investment Advice or Brokerage
    Your Crypto Account is entirely self-directed. You are solely responsible for all trading decisions made in connection with your Crypto Account, including the evaluation of the risks and suitability of any digital asset, transaction, or investment strategy. You acknowledge and agree that all Orders placed in your Crypto Account are unsolicited, and are based exclusively on your own judgment, investment objectives, and evaluation of the potential benefits and risks. 
    
    

    You further acknowledge and agree that OnePay Crypto does not:
    

    (a) Provide investment advice with respect to digital assets; 

    (b) Recommend or endorse any digital asset, transaction, investment strategy, or Order;

    (c) Undertake any obligation to monitor, review or make recommendations for the investment of digital assets in your Crypto Account;

    (d) Solicit orders or offer investment recommendations;

    (e) Provide tax, legal, or estate planning advice;

    (g) Exercise any discretionary trading authority over your Crypto Account.
    
    Any information, assistance, or communications provided by OnePay —including those related to the OnePay App, user interface functionality, or Crypto Account features—are strictly limited to general administrative or technical support and do not constitute investment advice, a recommendation, or an assessment of the suitability of any particular investment or transaction. You acknowledge that you have an ongoing obligation to monitor your Crypto Account and the investments you make through it. You alone are responsible for responding to changes in your financial circumstances or market conditions as you deem appropriate. Any research materials, market data, educational content, or similar resources made available by OnePay Crypto or its affiliates are intended solely for informational and educational purposes. Such materials are not—and should not be construed as—investment advice, a recommendation, a solicitation, or an offer to enter into any digital asset transaction or investment strategy.
    
    

11. Digital Asset Deposits and Withdrawals
    
    To the extent made available through the OnePay App and supported by Zero Hash, you may be permitted to deposit supported digital assets into your Crypto Account from an external blockchain address and withdraw supported digital assets from your Crypto Account to an external blockchain address. Such services are part of the Zero Hash Services and are available only if permitted by OnePay Crypto and Zero Hash.

    1. Deposits. If enabled, you may be provided through the OnePay App with a blockchain deposit address associated with your Crypto Account for a specific supported digital asset and blockchain network. You acknowledge and agree that deposit addresses may be asset-specific and network-specific, and that sending an unsupported digital asset, using an unsupported blockchain network, or sending digital assets to an incorrect or incompatible address may result in permanent and irreversible loss of such assets. A deposit will not be credited to your Crypto Account unless and until Zero Hash determines, in its sole discretion, that the transfer has satisfied all applicable operational, technical, and compliance requirements, including blockchain confirmation requirements, transaction review, sanctions screening, anti-money laundering review, fraud review, and any other controls required by Zero Hash or applicable law. Deposits may be delayed, rejected, restricted, quarantined, or not credited at all.

    2. Withdrawals. If enabled, you may request through the OnePay App that supported digital assets be transferred from your Crypto Account to an external blockchain address. You are solely responsible for providing a complete, accurate, valid, and compatible destination address and for selecting the correct supported digital asset and blockchain network. If you provide an incorrect, incomplete, invalid, unsupported, or incompatible address, asset, or network, your digital assets may be permanently and irreversibly lost. Withdrawal requests are subject to review and may be delayed, rejected, restricted, or canceled prior to blockchain submission for legal, regulatory, compliance, fraud prevention, sanctions, security, operational, or risk-management reasons.

    3. Ownership and Use of External Wallets. Unless expressly permitted otherwise by OnePay Crypto or Zero Hash, you may only direct withdrawals of digital assets from your Crypto Account to an external blockchain address or wallet that is owned and controlled by you or with respect to which you have a lawful ownership interest or lawful authority to use. You represent and warrant that any external blockchain address or wallet used by you in connection with a deposit to or withdrawal from your Crypto Account is used lawfully and in compliance with applicable law.

    4. Irreversibility and Third-Party Risk. Blockchain transactions are generally irreversible once submitted to the applicable blockchain network. Neither OnePay Crypto nor, in many cases, Zero Hash can reverse, recall, cancel, or recover digital assets after a transaction has been submitted to the blockchain. You further acknowledge that third-party wallets, custodians, exchanges, protocols, bridges, smart contracts, validators, miners, and other service providers or blockchain participants may reject, fail to support, delay, mishandle, fail to credit, or permanently lose a transaction, and that OnePay Crypto shall not be liable for any resulting losses, damages, delays, or failures.

    5. No Guarantee; Compliance Controls. OnePay Crypto and Zero Hash may, in their sole discretion and without prior notice, restrict, suspend, delay, reject, cancel, discontinue, or prohibit any deposit or withdrawal functionality, in whole or in part, for any reason, including legal, regulatory, compliance, fraud-prevention, sanctions, security, operational, blockchain-network, or risk-management reasons. OnePay Crypto does not guarantee that any deposit or withdrawal will be accepted, processed, credited, completed, or completed within any particular time period.
       
       

12. Risk of Engaging in Cryptocurrency Trades
    
    Although OnePay will not be involved at any point in effecting any transactions in cryptocurrency or the exchange of fiat currency for cryptocurrency, we do want to make you aware of certain risks involved when you engage in Cryptocurrency Trades through the OnePay App. You acknowledge and agree that OnePay is not liable for any losses you may incur by engaging in a Cryptocurrency Trades should any of the risks enumerated below, or any other factor, comes to pass that results in a reduction in value of any cryptocurrency supported through the OnePay App.
    
    (a) Unique Features of Cryptocurrencies. Cryptocurrencies are not legal tender in the United States and have no intrinsic value. The price of cryptocurrencies is based on the agreement of the parties at the time of any given transaction, which may or may not be based on the market value of the cryptocurrency at the time of the transaction. The value of cryptocurrencies will vary over time and may be subject to significant volatility.
    
    (b).Valuation and Liquidity. Cryptocurrencies can be traded through privately negotiated transactions and through numerous cryptocurrency exchanges and intermediaries around the world, each with its own pricing mechanism and/or order book. The lack of a centralized pricing source poses a variety of valuation challenges. In addition, the dispersed liquidity may pose challenges for market participants trying to exit a position, particularly during periods of stress. Such characteristics of the cryptocurrency markets may result in canceled or partially filled Orders.
    
    (c ) Cybersecurity. The cybersecurity risks of cryptocurrencies and related “wallets” or spot exchanges include hacking vulnerabilities and a risk that publicly distributed ledgers may not be immutable, which include 51% attacks. A 51% attack refers to an attack on a blockchain by a group, or coalition of groups acting in concert, controlling more than 50% of the network’s mining hash rate or computing power which may cause a substantial change in the underlying protocol and/or cause significant market disruption. A cybersecurity event could result in a substantial, immediate and irreversible loss for market participants that trade cryptocurrencies. Even a minor cybersecurity event in a cryptocurrency is likely to result in downward price pressure on that product and potentially other cryptocurrencies.
    
    (d) Opaque Spot Market. Cryptocurrency balances are generally maintained as an address on the blockchain and are accessed through private keys, which may be held by a market participant or a custodian. Although cryptocurrency transactions can be publicly available on a blockchain or distributed ledger, the public address does not identify the controller, owner or holder of the private key. Unlike bank accounts, including the OnePay Cash account, cryptocurrency exchanges and custodians that hold cryptocurrencies do not always identify the owner. The opaque underlying or spot market poses asset verification challenges for market participants, regulators and auditors and gives rise to an increased risk of manipulation and fraud, including the potential for Ponzi schemes, bucket shops and pump and dump schemes, which may undermine market confidence in a cryptocurrency and negatively impact its price.
    
    ( e ) Cryptocurrency Exchanges, Intermediaries and Custodians. Cryptocurrency exchanges, in general globally, as well as other intermediaries, custodians and vendors used to facilitate cryptocurrency transactions, are relatively new and largely unregulated in both the United States and many foreign jurisdictions. The opaque underlying spot market and lack of regulatory oversight creates a risk that a cryptocurrency exchange may not hold sufficient cryptocurrencies and funds to satisfy its obligations and that such deficiency may not be easily identified or discovered. In addition, many cryptocurrency exchanges have experienced significant outages, downtime and transaction processing delays, flash crashes, and may have a higher level of operational risk than regulated futures or securities exchanges. Outages, regardless of severity or length of downtime or delays, can negatively impact cryptocurrency markets and prices.
    
    (f) Forks. Cryptocurrency protocols may be subject to changes in protocol rules, commonly known as “forks”, as such changes or forks may materially affect the value, function, or name of the cryptocurrency. Neither OnePay Crypto nor Zero Hash is responsible for operation of the underlying cryptocurrency protocols and make no guarantee of their functionality, security or availability.
    
    (g) Deposits and Withdrawals; External Wallet Risk. To the extent digital asset deposit and withdrawal functionality is made available through the OnePay App, such activity involves additional risks, including the risk of permanent and irreversible loss arising from incorrect wallet addresses, unsupported assets, unsupported blockchain networks, user error, blockchain congestion, forks, smart contract vulnerabilities, bridge failures, third-party wallet or exchange failures, validator or miner activity, cybersecurity incidents, sanctions screening, anti-money laundering reviews, fraud reviews, legal process, and other compliance or operational controls. Deposits may be delayed, rejected, restricted, quarantined, or never credited. Withdrawals may be delayed, rejected, restricted, canceled prior to blockchain submission, or permanently lost once submitted to the blockchain. OnePay Crypto is not liable for any losses arising out of or related to such deposits or withdrawals except as otherwise required by applicable law.
    
    

13. Regulatory Landscape.
    Cryptocurrencies currently face an uncertain regulatory landscape in the United States and many foreign jurisdictions. In the United States, cryptocurrencies may be regulated by one or more state regulatory bodies. In addition, many cryptocurrency derivatives are regulated by the CFTC, and the SEC has cautioned that initial coin offerings and certain cryptocurrencies are likely to fall within the definition of a security and subject to U.S. securities laws. One or more jurisdictions may, in the future, adopt laws, regulations or directives that affect cryptocurrency networks and their users. Such laws, regulations or directives may impact the price of cryptocurrencies and their acceptance by users, merchants and service providers.
    
    

14. Notional Cryptocurrency Purchases
    Through the OnePay Crypto platform, you may buy and sell supported digital assets in dollar-based (notional) amounts rather than whole-coin quantities. Accordingly, your OnePay Crypto Account may reflect fractional units of cryptocurrency.
    
    

15. Account Suspension or Termination
    OnePay Crypto may, in its sole discretion and at any time, restrict or prohibit trading in your Crypto Account, or suspend, terminate, or close your Crypto Account, either temporarily or permanently, with or without prior notice. OnePay Crypto may also instruct Zero Hash to liquidate any and all assets held in your Crypto Account, and/or may facilitate the transfer your Crypto Account to another crypto and/or liquidity provider, subject to applicable law, including to satisfy amounts owed to OnePay Crypto or Zero Hash. You waive any claim for loss or damages against us arising out of or related to any liquidation or transfer to satisfy amounts owed in connection with your Crypto Account.

    In the event of any such action, you remain fully responsible for all obligations related to your Crypto Account, including outstanding fees, balances, and the settlement of pending transactions. OnePay Crypto shall not be liable for any losses, tax consequences, or other liabilities resulting from such liquidation or transfer.
    
    

16. Fees, and Taxes
    (a) Fees. You agree to pay all applicable trade charges, spreads, and other service-related, operational, custodial, or transactional fees (“Fees”) as set forth in Appendix A. OnePay Crypto may implement new Fees or modify existing Fees at any time, in its sole discretion. The fees we charge you may be updated from time to time, or as otherwise indicated by us with notice to you by email, on our website, or other reasonable method. If you are unwilling to accept the Fees, you may close your Crypto Account at any time, but your continued use of the Crypto Account will be deemed acceptance of the relevant fees. You acknowledge that all Fees are reasonable compensation for the OnePay Services provided.

    (b) Taxes. You are solely responsible for all applicable taxes, duties, interest, and penalties that may arise in connection with activity in your Crypto Account. You agree to comply with all tax reporting obligations required under applicable law.

    (c) Deduction of Fees, Taxes and Expenses. You authorize OnePay Crypto to initiate deduction of all Fees, charges, taxes or any reasonable out-of-pocket expenses we may incur on your behalf directly from your Crypto Account or linked OnePay Cash account.
    
    

17. Error Corrections
    OnePay Crypto may correct any errors identified in your Crypto Account without prior notice. This includes adjusting account balances or crypto positions, and instructing Zero Hash to debit your Crypto Account for improperly credited funds or assets. Such corrections may result in a negative balance in your OnePay Cash account, for which you remain fully liable. We shall not be liable in connection with any errors arising out of or relating to entering, executing, handling, selling, or purchasing cryptocurrencies for your Crypto Account except as a result of gross negligence or willful misconduct on our part.
    
    

18. Monitoring and Recording
    You acknowledge and agree that OnePay Crypto may monitor, record, and review activity on the OnePay App and in connection with your Crypto Account, including voice calls, text messages, and other electronic communications, without further notice. These recordings may be used for quality assurance, transaction verification, regulatory compliance, or other legitimate business purposes.

    Information obtained through monitoring or recording may be disclosed to law enforcement or regulatory agencies as required by law or in connection with any investigation. By using the OnePay Services, you consent to such monitoring and recording practices.
    
    

19. Account Security
    You are solely responsible for safeguarding the confidentiality of your Crypto Account credentials, including your username and password. Any individual who accesses your Crypto Account using your credentials will be deemed to have your authorization, and OnePay Crypto will not be liable for any losses, damages, or unauthorized transactions resulting from such access.

    If you permit a third party to access your Crypto Account or act on your behalf, you assume all risk associated with such access. You must notify OnePay Crypto promptly if you become aware of:

    (a) Any unauthorized access, loss, or theft of account credentials;

    (b) Failure to receive trade confirmations or expected communications;

    (c) Receipt of confirmations for transactions you did not place;

    (d) Inaccuracies in account information, balances, or transaction history;

    (e) Any other suspicious or unauthorized activity.

    If we in our sole discretion believe that your Crypto Account has been involved in the events described in (a)-(e) above, we may suspend or freeze the account or any privileges of the account or may instruct Zero Hash to freeze or liquidate funds or assets in your Crypto Account and take or refrain from taking such actions as we, in our sole discretion, believe to be reasonably necessary in order to remedy or otherwise address the situation. You waive any claim for loss or damages against us arising out of or related to our exercising our rights under this paragraph.

    You agree to cooperate fully in any investigation or legal process resulting from any of the events described in (a)-(e) above, and to file a report with law enforcement if requested.  If, following our investigation, we determine that your Crypto Account was improperly accessed and/or liquidated, we may, in or sole discretion, choose to reimburse you in cash for the fair market value of a part or the entirety of the affected assets at the time of the unauthorized transaction or liquidation.  Such reimbursement  is not a guarantee or standard feature of the OnePay App or the Crypto Account, and we may not offer such reimbursement in any given case of such improper access and/or liquidation.
    
    

20. Third-Party Content
    You may be able to access third-party content, data, or services (collectively, “Third-Party Content”) through the OnePay App or website. OnePay Crypto does not review, endorse, or control such content and is not responsible for its accuracy, availability, or your reliance on it. Links to Third-Party Content do not imply any affiliation or endorsement by OnePay Crypto or its affiliates.

    You agree that OnePay Crypto shall not be liable for any loss or damage resulting from your use of or reliance on Third-Party Content. Questions or concerns regarding Third-Party Content should be directed to the content provider or site administrator. OnePay Crypto reserves the right to remove or modify access to any Third-Party Content at any time and without notice.

    (g) Duration and Survival. The provisions of Sections 15 (Fees and Taxes), 22 (Legal Proceedings), 23 (Governing Law; Choice of Forum), 26 (Non-Waiver), 27 (Interpretation), 28 (Entire Agreement), 29 (Limitation of Liability; Indemnification), 30 (Arbitration Provision and Class Action Waiver), and 31 (Jury Trial Waiver), shall survive the termination of this Agreement, as well as any other provisions should survive shall survive to carry out the intentions of the parties.
    
    

21. NO WARRANTY
    YOUR USE OF THE ONEPAY APP, YOUR CRYPTO ACCOUNT, AND ANY RELATED SERVICES OR FEATURES OFFERED BY ONEPAY CRYPTO OR ITS AFFILIATES IS ENTIRELY AT YOUR OWN RISK. ALL SERVICES, PLATFORMS, TOOLS, FEATURES, AND CONTENT PROVIDED BY ONEPAY CRYPTO OR ITS AFFILIATES—INCLUDING, BUT NOT LIMITED TO, THE ONEPAY APP, ANY DATA OR INFORMATION, GRAPHICS, TEXT, LINKS TO THIRD-PARTY WEBSITES, OR OTHER MATERIALS—ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

    TO THE FULLEST EXTENT PERMITTED BY LAW, ONEPAY CRYPTO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES REGARDING:

    (a) THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, OR SEQUENCING OF INFORMATION;

    (b) THE UNINTERRUPTED OR ERROR-FREE OPERATION OF THE ONEPAY APP OR SERVICES;

    (c)THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR SUITABILITY OF ANY SERVICE OR CONTENT FOR ANY APPLICATION OR USE; AND

    (d) THE SECURITY OF THE ONEPAY APP OR THE PREVENTION OF UNAUTHORIZED ACCESS.

    ONEPAY CRYPTO DOES NOT GUARANTEE THAT ACCESS TO THE ONEPAY APP OR ANY PART OF THE ONEPAY SERVICES WILL BE AVAILABLE AT ANY SPECIFIC TIME OR GEOGRAPHIC LOCATION, OR THAT SUCH ACCESS WILL BE UNINTERRUPTED OR ERROR-FREE. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO LIMIT OR DISCLAIM ANY WARRANTY OR LEGAL RIGHT THAT MAY NOT BE LAWFULLY EXCLUDED UNDER APPLICABLE LAW.
    
    

22. Amendments
    We may at any time change or delete any term of this Agreement or add any new terms to the Agreement.  When required by law, we will give you notice before the effective date of any such change, deletion, or addition that is adverse to you in writing or by any other method permitted by law. If you are unwilling to agree to such amendments, you have the right to close your Crypto Account prior to the changes taking effect. Your continued use of the Crypto Account after the effective date of the change constitutes your agreement to the amended Agreement. You can also access the most recent version of this Agreement in the OnePay App.
    
    

23. Legal Proceedings
    You understand that we may from time to time receive "Legal Process" in connection with your Crypto Account. Legal Process includes writs of attachment, execution or garnishment, tax withholding orders, levies, restraining orders, subpoenas, warrants, injunctions, requests for information from government agencies, search warrants, forfeiture orders, or similar documents or proceedings. You agree that we are not required to contest any Legal Process and that we may comply with Legal Process if we reasonably believe it to be valid. We may in our discretion notify you of our receipt of Legal Process, but are not required to do so unless applicable law provides otherwise. We will not notify you of any Legal Process received if we believe the law prohibits us from doing so. In response to Legal Process we may, in our discretion, (a) instruct Zero Hash freeze the assets in your Crypto Account and not allow any payments out of your Crypto Account until a final court determination regarding the Legal Process, (b) instruct Zero Hash to hold or turn over Crypto Account funds or other property to a court, creditor, government agency or person named in the Legal Process as required by law. We will not have any liability to you if, as a result of any actions taken pursuant to (a) or (b) above there are insufficient funds to pay your Orders. Any fees or expenses we incur in responding to any Legal Process (including, without limitation, attorneys’ fees and our internal expenses) may be charged against your Crypto Account and/or the OnePay Cash Account.

    
    

24. Governing Law; Choice of Forum
    This Agreement and your Crypto Account are governed by the laws of the United States and the state of Delaware, without regard to conflicts of laws principles. To the extent that any dispute arising under this Agreement or relating in any way to your Account is not arbitrated, you consent to the exclusive jurisdiction of, and agree that such dispute may be resolved by, Federal and state courts located in Delaware. If we are successful in any such action, suit or judicial proceeding, you agree that we shall be entitled to recover to the extent permitted by law, our reasonable attorneys’ fees and court costs.
    
    

25. Assignment
    To the extent permitted by applicable law, we may assign this Agreement without obtaining your consent. You may not assign or transfer your Crypto Account or this Agreement without our prior written consent.
    
    

26. Severability
    If any provision of this Agreement is found to be invalid or unenforceable, all remaining provisions will continue in full force and effect.
    
    

27. Non-Waiver
    The fact that we may decide not to enforce, or may delay enforcing, our rights under this Agreement on one or more occasions does not mean that we waive our right to enforce them on any later occasion.
    
    

28. Interpretation
    The headings in this Agreement are for convenience or reference only and do not govern the interpretation of the Agreement's provisions.  Unless it would be inconsistent to do so, words and phrases used in this Agreement shall be construed so the singular includes the plural and the plural includes the singular. 
    
    

29. Entire Agreement
    This Agreement as well as the documents incorporated by reference herein constitute the entire and sole agreement between you and us with respect to the Crypto Account and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Crypto Account, provided however that to the extent a customer obtains other products or services offered by our affiliates, such as a previously obtained credit line, those products or services may have additional agreements that govern the terms of such product.
    
    

30. Limitation of Liability; Indemnification

    1. Limitation of liability
       Except as otherwise required by applicable law, OnePay Crypto, its affiliates, and their respective officers, directors, employees, and agents (collectively, the “Indemnified Parties”) shall not be liable for:

       1. Any expenses, losses, costs, damages, liabilities, demands, debts, obligations, penalties, charges, claims, causes of action, fines, or taxes of any kind (including reasonable attorneys’ fees), whether direct or indirect and whether related to third-party claims or otherwise (collectively, “Losses”), arising out of or relating to your Crypto Account or this Agreement, except to the extent such Losses are determined by a court of competent jurisdiction or an arbitration panel in a final, non-appealable judgment to have resulted solely from the gross negligence or willful misconduct of OnePay Crypto or its affiliates;

       2. Losses resulting from:

          1. any error, omission, deletion, untimeliness, incorrect sequencing, or defect in your Crypto Account or any service provided under this Agreement;

          2. any failure of performance, interruption, computer virus, communication failure, or unauthorized access to your Crypto Account or the OnePay App;

          3. any inaccuracy or omission in information, data, or messages provided to you or in their transmission or delivery;

          4. any third-party access to your Crypto Account authorized by you, including through external systems or platforms;

          5.  the performance or non-performance of any exchange, clearing organization, Data Provider, Disseminating Party, broker-dealer, bank, or other third party;

          6. any causes outside the direct control of the Indemnified Parties, including system failures, operator errors, market suspensions, or data availability; and

          7. any force majeure event, including acts of God, flood, extraordinary weather conditions, earthquake, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, equipment or software malfunction; and

       3. Any indirect, special, incidental, consequential, punitive, or exemplary damages (including lost profits or trading losses) arising from this Agreement, your use of the OnePay App, your Crypto Account, the OnePay Services or any related services.
          

    2. Indemnification
       In addition to any indemnification obligations elsewhere in this Agreement, you agree to indemnify, defend, and hold harmless the Indemnified Parties from and against any and all Losses, whether brought by you or a third party, arising out of or related to:

       1. your or your agent’s use of your Crypto Account

       2. any breach by you of the terms of this Agreement;

       3. any third-party access to your Crypto Account authorized by you or materially attributable to your error, negligence or misconduct;

       4. any third-party actions relating to your receipt or use of any information, market data, or content made available through the OnePay App, whether authorized or unauthorized;

       5. any third-party actions related to your use of the OnePay App;

       6. any misrepresentation, action, or omission by you or your agent;

       7. the Indemnified Parties’ actions taken in accordance with or refusal to act on your or your agent’s instructions;

       8. any services provided by the Indemnified Parties in connection with your Crypto Account; or

       9. any failure by a third party not controlled by the Indemnified Parties to meet its obligations to you.
          
          

31. ARBITRATION PROVISION AND CLASS ACTION WAIVER (THE “ARBITRATION PROVISION”)
    

    1. THIS ARBITRATION PROVISION AFFECTS YOUR RIGHTS. PLEASE READ IT CAREFULLY BEFORE AGREEING TO THIS AGREEMENT. EXCEPT AS OTHERWISE NOTED, CAPITALIZED TERMS HAVE THE MEANING SPECIFIED IN THIS AGREEMENT.

    2. Except as otherwise explicitly provided in this Arbitration Provision, OnePay Crypto, together with its parent companies, wholly or majority-owned subsidiaries, affiliates, commonly-owned companies, successors, assigns and any of these entities’ employees, officers, directors and agents and their successors, assigns, affiliates and service providers (collectively, the “Transaction Parties”) and you can elect to resolve any past, present or future dispute or claim (“Dispute”) arising from or relating in any way to the OnePay Crypto Program, this Agreement or any agreement governing the OnePay Crypto Program or the relationships between you and/or Transaction Parties resulting therefrom, by binding arbitration under the Consumer Arbitration Rules (the “Consumer Rules”) of the American Arbitration Association (“AAA”), rather than in court. (Solely for purposes of this Arbitration Provision, the term Transaction Parties also includes any third party providing any goods and/or services in connection with the Services on behalf of a Transaction Party, if that third party is named as a defendant along with a Transaction Party in a single proceeding.)

    3. Except as otherwise explicitly provided in this Arbitration Provision, “Dispute” broadly includes, without limitation: any claims based in contract, statute, ordinance, tort, fraud, consumer rights, misrepresentation, equity or any other legal theory; initial claims, counterclaims, cross-claims and third-party claims; federal, state and local claims; and claims which arose before the date of your obtaining the Services, including, but not limited to, any dispute or claim arising before the date you obtained the Services or agreed to this Agreement.

    4. The Federal Arbitration Act (“FAA”) and federal arbitration law apply to this Arbitration Provision. There is no judge or jury in arbitration and court review of an arbitration award is limited, but an arbitrator can award an individual the same damages and relief as a court in an individual case and must apply and follow applicable substantive law, consistent with the FAA, and the terms of this Agreement and any agreement governing a product or service provided by OnePay Crypto. The arbitrator shall apply applicable statutes of limitations and honor privilege rules. As in court, the arbitrator can impose sanctions on any represented party or counsel permitted under AAA Rules, Federal Rule of Civil Procedure 11(b), or other applicable federal or state law. Any judgment on the award rendered by the arbitrator will be final and may be entered in any court of competent jurisdiction. No arbitration award involving the parties will have any preclusive effect as to issues or claims in any dispute involving anyone who is not a party to the arbitration, nor will an arbitration award in prior disputes involving other parties have preclusive effect in an arbitration between the parties to this Arbitration Provision.

    5. YOU UNDERSTAND THAT ABSENT YOUR CONSENT TO ARBITRATION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A TRIAL BY JURY.

    6. Either you or a Transaction Party can initiate arbitration. Regardless of who elected arbitration or how arbitration was elected (such as by filing a motion to compel arbitration in court), the party asserting the claim (i.e., the party seeking money damages or other relief from a court or an arbitrator) is responsible for starting the arbitration proceeding. If the AAA cannot or will not administer the arbitration in accordance with this Arbitration Provision, another administrator will be selected by agreement of the parties or, if there is no agreement, by a court with jurisdiction. Any arbitration administered by the AAA will be governed by the Consumer Rules in effect on the date the arbitration is filed, and the AAA’s Procedures for the Resolution of Disputes through Document Submission (“Document Submission Procedures”). (For more information about the AAA and its rules, you may contact the AAA at American Arbitration Association, 120 Broadway, Floor 21, New York, N.Y 10271, 1-800-778-7879, www.adr.org). The Document Submission Procedures are included in the Consumer Rules. Your arbitration filing fees will be governed by the Consumer Rules. If it is determined by the arbitrator that you cannot afford such fees and AAA does not waive them (after you have submitted any necessary information to request waiver), a Transaction Party will pay all arbitration administrative and arbitrator fees and expenses.

    7. The arbitration may be conducted solely based on written submissions, by telephone or videoconference, or by in-person hearing, as the arbitrator deems appropriate.

    8. You and the Transaction Parties agree that any Disputes seeking to enforce or protect, or concerning the validity of intellectual property rights will not be subject to binding arbitration under this Arbitration Provision. In addition any party may proceed with their individual claims in small claims court if that option is available in the applicable jurisdiction and the amount in controversy falls within the small claims court’s jurisdictional limits; but if that action is transferred, removed or appealed to a different court, arbitration can be elected.

    9. Even if all parties have opted to litigate a Dispute in court, a party may elect arbitration with respect to any claim made by a new party or any claim later asserted by a party in that or any related or unrelated lawsuit (including a claim initially asserted on an individual basis but modified to be asserted on a class, representative or multi-party basis). Nothing in that litigation shall constitute a waiver of any rights under this Arbitration Provision.

    10. Notwithstanding any of the foregoing, disputes or controversies about the validity, enforceability, coverage or scope of this Arbitration Provision or any part thereof are for a court and not an arbitrator to decide; however, disputes or controversies about this Agreement or your agreements governing the OnePay Crypto Program provided by OnePay Crypto or with Transaction Parties as a whole are for an arbitrator and not a court to decide.

    11. CLASS ACTION WAIVER: You and the Transaction Parties each agree that any arbitration will be conducted only on an individual basis and not as a class, consolidated or representative action. To the fullest extent permitted by law: (a) no arbitration will be joined or consolidated with any other (except for multiple arbitrations pertaining to the same Account); (b) there is no right or authority for any Dispute to be arbitrated on a class-action or private attorney general basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. No arbitrator shall have the authority to issue any relief that applies to any person or entity other than Transaction Parties and/or you individually.

    12. SURVIVAL OF ARBITRATION PROVISION AND CLASS ACTION WAIVER: If any portion of the Arbitration Provision is inconsistent with the Consumer Rules or with this Agreement or any other agreements governing the OnePay Crypto Program provided by OnePay or with Transaction Parties, this Arbitration Provision shall govern. This Arbitration Provision shall survive the closure of your Account, termination of any product or service provided by OnePay Crypto, termination of any agreement into which you enter with a Transaction Party and any withdrawal or denial of or determination on any application for an Account; and, further, you understand and agree that this Arbitration Provision applies not only to this Agreement but also to any subsequent agreement (including without limitation any agreement governing any product or service) into which you enter with a Transaction Party. 

    13. If any portion of this Arbitration Provision is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this Arbitration Provision, except that: (A) If there is a final judicial determination (after all appeals) that the Class Action Waiver cannot be enforced as to a particular claim or a particular request for relief, then that claim or request for relief will be decided by a court after all other claims and requests for relief are arbitrated. The parties acknowledge and agree that under no circumstances will a class action be arbitrated; and (B) if a claim is brought seeking public injunctive relief and a court determines that the restrictions in the Class Action Waiver or elsewhere in this Arbitration Provision prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such claim (and that determination becomes final after all appeals have been exhausted), the claim for public injunctive relief will be determined in court after any individual claims (such as claims seeking monetary relief) are arbitrated. In such a case the parties will request that the court stay the claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. The parties acknowledge and agree that under no circumstances will a claim for public injunctive relief be arbitrated. 

    14. Arbitration of Coordinated Claims: If 25 or more claimants submit similar Notices of Dispute or file similar arbitrations and are represented by the same or coordinated counsel (regardless of whether the cases are pursued simultaneously), all of the cases must be resolved in staged proceedings. You agree to this process even though it might delay the arbitration of your claim. In the first stage, claimants’ counsel and OnePay Crypto will each select up to 25 cases (50 cases total) to be filed in arbitration and resolved individually by separate arbitrators (if there are fewer than 50 cases, claimants’ counsel and OnePay Crypto will each select up to half of the total number of cases). If feasible, arbitrators will be from the respective claimants’ home states. In the meantime, no other cases may be filed or proceed in arbitration. Nor may the AAA accept, administer, or demand payment for fees for other arbitrations; provided, however, that the preceding two sentences shall not apply to any claimant not associated with or represented by the same or coordinated counsel. After the first stage is completed, the parties shall engage in a single mediation of all remaining cases, and OnePay Crypto shall pay the mediation fee. If the parties cannot agree how to resolve all of the remaining cases after the mediation, the parties will repeat the process of filing up to 50 cases to be resolved individually by separate arbitrators, followed by mediation. If any claims remain after the second stage, the process will be repeated until all cases are resolved, with four differences. First, a total of 100 cases may be filed in the third and later stages. Second, the cases will be randomly selected. Third, arbitrators who decided cases in the first two stages may be appointed in later stages if different arbitrators are not available. Fourth, mediation is optional at the election of claimants’ counsel. If this subsection applies to a notice of Dispute, any statute of limitations or contractual limitations period applicable to the listed claims and requests for relief will be tolled from the time the first cases are selected for bellwether proceedings until the claimant’s notice of Dispute is selected for a staged proceeding, withdrawn, or otherwise resolved. A court will have the authority to enforce this Section, including the power to enjoin the filing or prosecution of arbitrations or assessment or collection of related fees. If there is a final judicial determination that the staging process in this subsection is not enforceable, then the cases may be filed in arbitration, but the payment of AAA and arbitrator fees will be assessed as arbitrations advance and arbitrators are appointed rather than when the arbitrations are initiated.

    15. RIGHT TO OPT OUT: If you do not want this Arbitration Provision and Class Action Waiver to apply, you must contact us by calling (toll-free) at 855-830-6200 or writing to us at OneProgress Assets LLC., P.O. Box 513717, Los Angeles, CA 90051 within 30 calendar days of the date on which you electronically sign this Agreement. To opt out, you must send to OnePay Crypto your name, mailing and email address, phone number, and a statement personally signed or electronically signed by you that you want to opt out of arbitration. Opting out will not affect the other provisions of this Agreement or any other agreement governing a product or service provided by OnePay Crypto or with a Transaction Party. If you do not opt out, you will be bound by this Arbitration Provision and Class Action Waiver in this Agreement.
        

    
    

32. JURY TRIAL WAIVER
    WAIVER OF RIGHT TO TRIAL BY JURY - WE AND YOU ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT BUT MAY BE WAIVED IN CERTAIN CIRCUMSTANCES. TO THE EXTENT PERMITTED BY LAW, YOU AND US (INCLUDING ANY TRANSACTION PARTY) KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR RELATIONSHIP WITH ONEPAY CRYPTO OR ANY TRANSACTION PARY. THIS JURY TRIAL WAIVER SHALL NOT AFFECT OR BE INTERPRETED AS MODIFYING IN ANY FASHION THE ARBITRATION AND CLASS ACTION WAIVER PROVISION SET FORTH IN THE PREVIOUS SECTION, IF APPLICABLE, WHICH CONTAINS ITS OWN SEPARATE JURY TRIAL WAIVER.

Appendix A: Fee Schedule 

Trading Fees

Overview. OnePay Crypto charges a Fee when you buy or sell cryptocurrencies on the OnePay App. The Fee applicable to your Cryptocurrency Trade will be displayed on the confirmation screen before you submit the Order. For the avoidance of doubt, the Fee (as described below) still applies to Round-Ups and Recurring Buys.

Fee schedule (market buy/sell orders). Fees are assessed either as a fixed Transaction Fee or a Percentage Fee based on the notional Trade Amount. A Spread may also apply (see “Spread” below). OnePay Crypto reserves the right to waive applicable Fees at their sole discretion, without notice. 

How Fees are applied.
For buy orders, the Transaction Fee (or Percentage Fee) is deducted from the notional Order amount; the remainder is used to purchase the asset. For sell orders, the Fee is deducted from the sale proceeds.

Examples.

• Buy: A $10.00 BTC market buy with a $0.49 Transaction Fee purchases $9.51 of BTC (exclusive of the spread (as described below) embedded in price).

• Sell: A $10.00 BTC market sell with a $0.49 Transaction Fee yields $9.51 in proceeds (exclusive of the spread (as described below) embedded in price).

Spread.
OnePay Crypto may include a spread (a mark-up or mark-down) in the conversion rate quoted for Cryptocurrency Trades to help manage market volatility and maintain service. Depending on market conditions, the spread may range from 0% to 1% and is included in the price shown on the confirmation screen before you complete your transaction.