Terms Of Service

These Grain Terms of Service (“Agreement”) are between you (“Customer”, “you” or “your”) and Grain Finance BV., or any of its affiliates or subsidiaries as indicated in the applicable Confirmation Note (“Grain”, “Company”, “us”, “we” or “our”).

This Agreement governs your access and use of Grain Services, as well as any Transactions made or submitted by you, whether executed or not, unless explicitly stated otherwise by Grain, and constitutes the legal relationship between you and Grain. This Agreement includes each order form, Confirmation Note, and any other referenced terms, agreements, and policies. This Agreement does not have to be signed in order to be binding. You indicate your agreement to this Agreement by logging into your account or otherwise using Grain Services. Additional terms and conditions relating to specific services or products may be provided by Grain from time to time and will apply only if you use such specific services or products. Each time you use any of our Grain Services, it will be based on a Transaction (as further explained below), which forms a separate contract between you and Grain and is subject to the terms and conditions of the applicable Transaction, as indicated in the confirmation note issued by Grain (“Confirmation Note”) and this Agreement (including the applicable service or product specific documentation). In the event of any conflict between the terms of a Transaction Confirmation Note and this Agreement, the Confirmation Note of the applicable Transaction shall prevail to the extent of the specific conflict.

By accessing or using Grain Services on behalf of an organization or other entity on behalf of whom you are acting; (a) you declare that you are over the age of 18 years old; (b) you declare that you have the right to bind such organization or entity to the terms of this Agreement, and that you and such organization or entity agree to be bound by the terms of this Agreement; (d) all references to “Customer”, “you” or “your” in this Agreement refer to such organization or entity. IF YOU OR SUCH ORGANIZATION OR ENTITY DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, OR YOU DO NOT HAVE THE AUTHORITY TO BIND THE APPLICABLE ORGANIZATION OR ENTITY, YOU MAY NOT ACCESS OR USE GRAIN SERVICES NOR CARRY OUT ANY TRANSACTION.

YOU ACKNOWLEDGE AND AGREE THAT GRAIN IS NOT PROVIDING ANY ADVICE, CONSULTATION, ENDORSEMENT, PROFESSIONAL OR FINANCIAL ADVICE, SERVICES, OR RECOMMENDATION IN RELATION TO GRAIN SERVICES, TRANSACTION(S), FINANCIAL DECISIONS, OR THE USE OR NON-USE THEREOF. CUSTOMER’S USE OF GRAIN SERVICES OR SUBMISSION OF TRANSACTION(S) IS ENTIRELY AT CUSTOMER’S OWN RISK. GRAIN DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR ANY DECISION THE CUSTOMER OR ANYONE ON ITS BEHALF MAKES IN RELATION TO OR IN RELIANCE UPON THE GRAIN SERVICES (INCLUDING ANY SUBMISSION OR ACCEPTANCE OF ANY PARTICULAR TRANSACTION). YOU SHOULD SEEK PROFESSIONAL ADVICE ON THE RISKS INVOLVED IN THE USE OF THE GRAIN SERVICES, INCLUDING SUBMISSION OR CARRY OUT OF ANY PARTICULAR TRANSACTION.

1. Grain Services and Account

a. Subject to the terms of this Agreement, Grain may agree to provide you with the following services, as may be offered by Grain from time to time (together, “Grain Services”): (i) the opportunity to carry out cross-currency transactions and lock in the currency exchange rate of future payments in a particular currency rate (as may be available from time to time) at a specified price and on a definite future date (“Transaction(s)”) through its proprietary platform (“Platform”); (ii) Customer’s-side dashboard and online applications as may be offered from time to time, for information, and technology-based insights and risks assessments through the Platform; (iii) local currency collection; and (iv) sale or purchase of currency, at the rate set at the time the Transaction is issued, and conversion of funds from one currency into another at a specified date as agreed with you and set out in the Confirmation Note.

Each Transaction shall form a separate, individual binding contract between Customer and Grain. Transactions are not transferable, negotiable, or assignable by Customer to or with any third party. Grain may refuse to accept any request to carry out any Transaction, without giving any reason, and Grain will have no liability to Customer or any other party as a result of doing so.

b. You hereby agree and acknowledge that your access to and use of certain Grain Services or features of the Platform may be subject to the Company (including Third Parties and its service providers) completing a user assessment, diligence, identification, and verification process, including having the right, in Company’s sole discretion, to approve, reject, or cancel any Account (as defined below), request submitted through or in relation to the Grain Services/Platform (including any Transaction) at any time, if the Company or its service providers believes such use, Account, request, or Transaction is not in compliance with, or poses a risk, under Company’s policies or not in compliance with applicable laws, rules, or guidelines (including without limitation BSA/AML, fraud, Know Your Customer (KYC), Know Your Business (KYB)). In the event of non-approval or cancellation of any Account, request, or Transaction, the Company shall make reasonable commercial efforts to inform you, subject to applicable law and regulations. The Company will review and approve/reject prospective accounts, user requests, and transactions, and will have the sole discretion of determining the relevant criteria for using the applicable Grain Services and determining whether such criteria were met.

The Company will have no liability for the non-completion of or a delay in completing any Transaction in relation to (i) circumstances that prohibit or restrict the execution or performance of a Transaction, including, without limitation, abnormal or unforeseeable circumstances beyond the Company’s reasonable control; (ii) applicable laws, regulations or Rules; (iii) occurrence of errors in quoted rates as a result of the automation of the Grain Services that resulted in erroneous rates being presented when a Transaction is placed; (iv) your violation of this Agreement. Costs and losses arising from the cancellation of a Transaction will be charged to, and payable by Customer.

c. Account. To use certain Grain Services, you need to create an account by registering to our Platform (“Account”). You will only be eligible to carry out Transaction and use specific Grain Services once we have completed the applicable checks and assessments (as indicated above) and confirmed your request. You agree to provide us with accurate, complete, and updated information and details in respect of your Account and any action performed therein (including, without limitation, any Transaction submitted or carried out through your Account). You can access, edit, and update your Account details via the following means: navigate to “settings”, and choose to delete your data and/or disconnect any connected accounting software, or email us at: support@grainfinance.co. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your Account log-in details and other confidential information therein. We are not liable for any acts or omissions by you or any third party in connection with your Account. You must immediately notify us at support@grainfinance.co if you know or have any reason to suspect that your Account or log-in details have been stolen, misappropriated, or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. You agree not to create any Account if we have previously eliminated your account, or banned you from any use of Grain Services, unless we provide written consent otherwise.

d. Availability of Your Account. We will use commercially reasonable efforts to maintain the availability of the Grain Services; however, we do not guarantee that the Grain Services will be available at all times. You agree to use Grain Services at your own risk and discretion, and you accept and acknowledge that the services and platform are prone to unforeseen issues, which may cause Grain Services or parts thereof to be unavailable or loss of data. You agree that Grain will not be liable or accountable for any reason for any loss as a result of the unavailability or disconnection of Grain Services or parts thereof. In such an event, you agree that your only recourse is to cease using the Grain Services.

Grain is entitled, at its sole discretion, to suspend access to the Platform, Account, and/or Grain Services, or otherwise restrict functionality thereof, if (i) you (or anyone on your behalf) is in breach of this Agreement; or (ii) you (or anyone on your behalf), is using the Grain Services in a manner that may cause us or our partners legal liability or disrupt the Grain Services; We may continue any such suspension or restriction as we deem necessary at our discretion.

e. In the event that you are unable to fully settle Transaction(s) payment, Grain may deduct any losses or costs from any funds held in your Account, and any overdue shortfall will be charged interest pursuant to applicable law. Subject to applicable law, you hereby acknowledge and agree that the Company can, in its sole discretion at any time and without notice, set off any sum standing to the credit of you in your Account against any payments, costs, charges, or other liabilities which you owe to the Company with respect to the Grain Services. If you are unable to fully settle the Transaction(s) payment, any and all losses, costs, damages, liabilities, and other amounts shall be borne by you.

2. No advice

a. You acknowledge and agree that we are not providing any advice, consultation, endorsement, professional or financial services, or recommendation in relation to the Grain Services, Transaction(s), or any part thereof, or your use of the Grain Services, including, without limitation, whether or not to proceed with any specific transaction or the potential implications of any particular transaction. Your use of the Grain Services is your own choice and responsibility, based solely on your own assessment. The Company disclaims all responsibility or liability for any decision you make in relation to the Grain Services (including any Transaction). The Company will not be liable to you, or to any third party, for any loss of opportunity or other loss in relation to exchange rate changes or movements around the transaction time. Users should seek professional advice on the risks involved in the use of the Grain Services, including undertaking Transactions.

b. We may provide content, information, data, market information, and materials (“Content”) as part of our Grain Services, and/or on our Platform, social media pages, blogs, or otherwise in connection with the Grain Services and the use thereof. Such Content does not constitute, nor should be deemed as, investment, financial, or professional advice. We encourage you to seek professional advice from a duly qualified and authorized financial services professional or advisor before you use Grain Services and carry out any Transaction.

3. Your Rights & Obligations

a. Approved Customers who were accepted to have an Account are permitted to use Grain Services for their internal business purposes, provided that such Customers and any users on their behalf shall comply with this Agreement.

b. Your Obligations. You must timely perform all obligations that may be required to establish your use of Grain Services, including but not limited to (i) providing information relating to your organization, technology platforms, systems configurations, business processes, and any other information that is reasonably requested by us; (ii) providing contact information for each bank that you want to use the Grain Services in connection with; (iii) make your personnel available to us as may be reasonably necessary for us to perform under this Agreement; and (iv) complete in a timely manner all your responsibilities in connection with the Grain Services. Your delay or failure to perform your responsibilities shall result in an extension of our dependent obligations due to such delay or failure. You hereby represent, warrant, and covenant to the Company that (1) at all times, you will comply with all applicable laws, agency regulations, and instructions applicable to you, and any order or judgment of any court; (2) you will not use, nor allow anyone to use the Grain Services or any part thereof for any illegal or fraudulent purposes (including, without limitation, money laundering, tax evasion, terrorist financing, or any other illegal activities); and (3) all information you supplied to the Company in relation to the Grain Services shall be retained complete, accurate, up to date, and truthful. Your access and use of Grain Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of service or other actions that Company, in its sole discretion, may elect to take.

c. The Platform and Grain Services may be used only in connection with lawful future payment needs and not for any speculative or investment purpose. You agree to provide the Company with such information as may reasonably request to assess your use of the Platform, Transaction, and/or Grain Services in relation to a lawful future payment need. We may refuse any transaction, suspend any incomplete Transaction, or terminate any Account if we or any Third Party suspects that a user is using or intends to use the Platform, Transaction, or Grain Services for investment or speculative purposes, or in violation of this Agreement.

d. Rules. To enable the Company to provide you with certain of Grain Services, applicable operating rules, regulations, manuals, policies, and procedures, promulgated by any regulatory authority or third-party service providers (“Rules”), may need to be met before and during your use of such Grain Services. You agree, upon the Company’s request, to provide us with the required information and reasonably cooperate with us in order to meet such Rules and applicable requirements.

e. Unauthorized or Incorrect Transaction Details. Customer shall notify the Company in writing (by email to tradeops@grainfinance.co) as soon as is reasonably practicable after becoming aware of any circumstances which may reasonably result in unauthorized, fraudulent, inaccurate, or incorrect booking or transaction submitted to Grain Services, or if the Customer is otherwise made aware of any such unauthorized, fraudulent, inaccurate, or incorrect use of Grain Services (“Error Details”). The Company shall make commercially reasonable efforts to resolve such matters as the Company deems appropriate, and in accordance with applicable laws, and the Customer shall cooperate with the Company and fulfill Company’s reasonable instructions related to such event. All communication with the Company with respect to any Error Details (including, without limitation, any notice thereof) shall be made between the Company and the Customer in writing. Notwithstanding the foregoing, the Customer (and not the Company) shall be liable for any acts or omissions, transactions, or trades made through its Account or otherwise in relation to such Error Details (including, without limitation, any delay in providing notice and delivery of a notice with insufficient or partial information). The Company has no liability to you or any third party for any unauthorized or incorrectly executed transactions unless statutory law stipulates otherwise. Insofar legally permitted, the Company hereby expressly disclaims and shall not be liable to you or any third party for (i) the execution or failure to execute a payment, or for the defective execution of a payment, if the information provided by you or on your behalf (including through your Account) is incorrect; (ii) errors, mistakes, or non-performance arising from failure to process the payment correctly. In either case, the Company will make reasonable efforts to recover the funds involved in the payment. Customer will be responsible for the costs incurred by the Company for any such recovery.

f. Restrictions on Use. You may not do any of the following in connection with your use of Grain Services, unless applicable laws or regulations prohibit these restrictions, or you have our written permission to do so:

i. download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Grain Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in this Agreement.

ii. duplicate, decompile, reverse engineer, disassemble or decode the Grain Services (including any underlying idea or algorithm), or attempt to do any of the same.

iii. use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through Grain Services.

iv. use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify Grain Services.

v. exploit Grain Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation.

vi. access or use Grain Services in any manner that could disable, overburden, damage, disrupt or impair the Grain Services or interfere with any other party’s access to or use of the Grain Services or use any device, software or routine that causes the same.

vii. attempt to gain unauthorized access to, interfere with, damage or disrupt the Grain Services, accounts registered to other users, or the computer systems or networks connected to the Grain Services.

viii. circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Grain Services.

ix. use any robot, spider, crawler, scraper, or other automatic device, process, software or queries that interrupt, “mines,” scrapes, extracts, or otherwise access Grain Services to monitor, extract, copy or collect information or data from or through Grain Services, or engage in any manual process to do the same.

x. present or enable or allow any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems.

xi. violate any applicable law or regulation in connection with your access to or use of Grain Services.

xii. access or use Grain Services in any way not expressly permitted by this Agreement.

4. Ownership

a. Grain Services, Platform, and content therein, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information, and other materials, are protected under copyright, trademark, and other intellectual property laws. You agree that the Company and/or its licensors own all rights, titles, and interests in and to Grain Services (including any and all intellectual property rights therein), and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with Grain Services and its content, including, without limitation, the exclusive right to create derivative works. You may not, without our prior written consent and the consent of any other relevant rights owners, broadcast, republish, upload to a third party, transmit, post, distribute, display in public, or change in any way the Grain Services for any purpose. The Company’s name, Company’s logo, and all related names, logos, product, branding, and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on Grain Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

b. Feedback. We welcome feedback, comments, and suggestions for improvements to Grain Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title, or interest in Grain Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest that you may have in and to any and all Feedback.

5. Third Party Services and Materials

a. You acknowledge that the Platform, Content, and Grain Services include, may rely on, or otherwise facilitate or act as merely a conduit to functionalities, infrastructures, services, and/or operations which are made available by third parties (“Third Party(ies)”), including, for example, currency exchange brokers, and financial banking institutions. Third Parties’ functionalities, infrastructures, services, and/or operations are not operated or controlled by the Company. Notwithstanding anything else in this Agreement or otherwise, the Company makes no warranties or representations express or implied, as to the quality, capabilities, operations, performance, or suitability of Third Parties or their functionalities, infrastructures, services, and/or operations and disclaims all liability resulting from or related to the foregoing, including any effect on Grain Services or any part thereof.

b. Certain Grain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites or platforms. By using Grain Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties.

6. Disclaimers, Limitations of Liability and Indemnification

a. Disclaimers. Grain Services may have limited features and functionalities and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. Additionally, the beta version of Grain Services may have different standards of security, privacy, availability or reliability that can affect your use of the Grain Services. Your access to and use of Grain Services are at your own risk. You understand and agree that Grain Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (“Company Entity(ies)”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for (a) the completeness, accuracy, availability, timeliness, security or reliability of Grain Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of Grain Services; (c) the operation or compatibility with any other application or any particular system or device; and (d) whether Grain Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from the Company Entities or through Grain Services, will create any warranty or representation not expressly made herein.

b. Liability.

(i) TO THE MAXIMUM EXTENT PERMITTED BY LAW IN NO EVENT WILL GRAIN NOR ANY COMPANY ENTITIES BE LIABLE FOR INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL OR ANY OTHER DAMAGES OR LOSSES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THIS AGREEMENT OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE USE OF GRAIN SERVICES, AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF GRAIN OR THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

(ii) SUBJECT TO SECTION 6(I), GRAIN AND COMPANY ENTITIES MAXIMUM AGGREGATE LIABILITY ARISING UNDER OR IN CONNECTION WITH ANY TRANSACTION SHALL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER TO GRAIN IN RESPECT OF SUCH TRANSACTION, IN THE CURRENCY, AND AT THE RATE, ACCEPTED BY THE CUSTOMER WHEN BOOKING THE APPLICABLE TRANSACTION, TO THE EXTENT SUCH CLAIM WAS NOT RAISED LATER THAN SIX (6) MONTHS FOLLOWING THE DATE OF THE TRANSACTION SETTLEMENT.

(iii) SUBJECT TO SECTION 6(I) AND 6(II), GRAIN AND COMPANY ENTITIES MAXIMUM AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE PAYMENTS THAT WERE ACTUALLY PAID BY THE CUSTOMER TO GRAIN UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS PERIOD PRIOR TO THE DATE THE CLAIM ARISES. IT IS HEREBY EXPLICITLY AGREED THAT ANY LIABILITY ARISING UNDER OR IN CONNECTION WITH ANY TRANSACTION WILL BE SOLELY DEALT WITH UNDER SECTION 6(II).

c. Indemnification. By entering into this Agreement and accessing and using Grain Services, you agree that you shall defend, indemnify, and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with (a) violation or breach of this Agreement or any applicable laws or regulations; (b) misuse of Grain Services; or (c) fraudulent acts, negligence or willful misconduct, or (d) any loss, liability, or damage arising from the data and information provided by the Customer or on its behalf in connection with any Transaction. If you are obligated to indemnify any Company Entity hereunder, then you agree that Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defense or settlement of such claim.

7. ARBITRATION

a. Informal Process First. You agree that in the event of any dispute between you and the Company Entities, you will first contact the Company and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.

b. Arbitration Agreement. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the Company’s services and/or products, including Grain Services, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures and the JAMS Consumer Minimum Standards (together, the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of this Agreement). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. The seat of the arbitration will be in New York, New York. Judgement on the arbitration award may be entered in any court that has jurisdiction.

8. Additional Provisions

a. Services Changes; Updating this Agreement. The Company reserves the right to make changes and modifications to the Platform and/or Grain Services at any time and from time to time. We may modify this Agreement from time to time in which case we will update the “Last Revised” date at the top of this Agreement. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the Platform. However, it is your sole responsibility to review this Agreement from time to time to view any such changes. The updated terms and conditions will be effective as of the time of posting, or such later date as may be specified in the updated terms and conditions. Your continued access or use of Grain Services after the modifications have become effective will be deemed your acceptance of the modified terms and conditions.

b. Termination.

Grain may close your Account and terminate your access to Grain Services at any time without prior notice (including by terminating any existing Transaction) if: (i) Grain suspects that you are non-comply with the terms of this Agreement; (ii) a liquidator has been appointed in respect of any of your assets, or you otherwise become insolvent; (iii) if required under applicable law, Rules, or regulations, or if Grain suspects that your use of Grain Services may impose risk or liability to Grain.

You may request to close your Account and terminate this Agreement at any time by providing Grain written notice (by email or by using the applicable contact form in the Platform). Grain will close your Account within a reasonable period after your notice. Notwithstanding, you will remain responsible for any transactions made on your Account until the access to your Account is deactivated.

Upon termination of the Agreement, other than as expressly permitted in this Agreement, Customer and anyone on its behalf will immediately cease using the Platform and Grain Services.

Transactions that were placed and confirmed by Grain before your Account is terminated or suspended will not be affected and shall be carried out per the terms of the Confirmation Note and this Agreement.

Any amount that is due to Grain under this Agreement, together with accrued interest and any other amount associated with the Transactions carried out or issued under this Agreement, will be paid by the Customer to Grain in full immediately upon termination. Grain will promptly notify the Customer in writing of the amount owed to Grain and such amount shall become properly due and payable. Further, Customer shall be responsible for recovering Grain for any costs and expenses incurred by Grain in connection with the settlement and processes taken in connection with the enforcement of such payment obligations, including reasonable legal expenses.

All sections which by their nature should survive the termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.

g. Event of Transaction Liquidation.

Each of the following constitutes a non-compliance or event of breach ("Event"): (i) Customer’s failure to make any payment when due under this Agreement and/or per Confirmation Note, or to perform any other provision or material requirement of any Transaction; (ii) insolvency; (iii) false or misleading information made available by or on behalf of Customer, including without limitation unreported or delay in reporting about any Error Details; (iv) the Customer transfers all or substantially all its assets to another entity; (v) Grain estimations in its sole discretion that Customer's ability to perform its obligations under this Agreement or with respect to a Transaction are harmed or affected.

At any time following such an Event Grain may provide the Customer with notice and designate a date for the termination and liquidation of any or all the Customer’s Transactions ("Event Closing Date"). Upon the Event Closing Date, all Transactions will terminate, and an amount equal to the sum of the aggregate values upon termination of all Transactions, determined by Grain in a commercially reasonable manner, will be payable (whether by payment, set-off, or otherwise) to Grain.

c. Injunctive Relief. You agree that a breach of this Agreement will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

d. U.S. Government Restricted Rights. The Grain Services and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

e. Export Laws. You agree that you will not export or re-export, directly or indirectly, the Grain Services and/or other information or materials provided by the Company hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Grain Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. By using Grain Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

f. You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use the Platform. We do not guarantee that the Platform can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the Platform will be available in, or that transactions can be placed from, any particular geographic location.

g. Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use Grain Services. For an explanation of our privacy practices, please visit our Privacy Policy located at https://www.grainfinance.co/privacy-policy.

h. Miscellaneous. If any provision of this Agreement shall be unlawful, void or for any reason

unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Grain Services are operated by us in the United States. Those who choose to access Grain Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. This Agreement are governed by the laws of the State of New York, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in this Agreement, or if arbitration does not apply, then the state and federal courts located in New York, New York. You and the Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of this Agreement. You agree to receive email notifications from us and acknowledge that these emails are required to notify you of updates in relation to the Grain Services.

i. How to Contact Us. You may contact us regarding the Grain Services or this Agreement at: 8 Shaul HaMelech Blvd, Israel, or by email at support@grainfinance.co.

j. Payment services for Grain Finance Ltd. are provided by TransferMate Limited.