RoW (US) Terms of Service

ABOUT THESE TERMS OF SERVICE
IN ADDITION TO THIS AGREEMENT, CERTAIN DISCLOSURES APPLY TO YOUR USE OF THE NOAH SERVICES. YOUR AGREEMENT TO THE NOAH TERMS OF SERVICE INCLUDES YOUR ACKNOWLEDGEMENT OF AND AGREEMENT TO THOSE DISCLOSURES, WHICH CAN BE FOUND IN SCHEDULE 2 OF THIS AGREEMENT.
1. These legal terms of service and any other documents referred to herein (save for our Privacy Policy), form the agreement (together, the “Agreement”) between you and “Noah Savings, Inc.”, a company incorporated in Delaware with company number 6946046 whose registered address is at 251 Little Falls Drive, Wilmington, Delaware 19808, Country of New Castle, US (“Noah”) and by accepting these terms of service you agree to be legally bound by the terms of this Agreement.
2. Noah and/or its Affiliates operate a software solution and associated systems which facilitate the purchase and sale of certain digital currencies, digital assets or other digital commodities which are a digital representation of value to or from Noah (the “Noah Platform”).
  1. Your technology partner (the “Partner”) operates an IT platform which is accessed via an associated app which its customers can download, access, use and interact with pursuant to an agreement with the technology partner (“Partner Terms”). The Partner has integrated the Noah Platform with their platform and services (the “Partner Services”). Either the Partner or your chosen third party supplier provides you with services which allow you to create, access and use a Crypto Asset Wallet (as defined in Schedule 1).
  2. This Agreement describes how you may access and use the Noah Platform and the terms and conditions on which Noah provides services to you to allow you to purchase or sell certain digital currencies, digital assets or other digital commodities to or from Noah (as described in Clauses 3.7 and 3.8), excluding any Partner Services (“Noah Services”).
  3. When certain words and phrases are used in this Agreement, they have specific meanings (these are known as “defined terms”). You can identify these defined terms (except for the defined terms in Clause 1.6 below) because they start with capital letters (even if they are not at the start of a sentence). Where a defined term is used, it has the meaning given to it in the Section of this Agreement where it was defined (you can find these meanings by looking at the sentence where the defined term is included either in brackets and speech marks or, in respect of Clause 1.6, in speech marks). All defined terms are listed in Schedule 1 of this Agreement.
  4. In this Agreement, references to "you" or "your" means you, the person who accepts the terms of this Agreement and successfully completes Noah’s onboarding and know your customer checks and uses and/or receives the Noah Services in accordance with the terms of this Agreement. Reference to any “Clause” is to a Clause of this Agreement.
  5. Noah only uses your personal information in accordance with the Noah Privacy Notice.
ELIGIBILITY, ONBOARDING AND INFORMATION SHARING
Eligibility
1. You will only be able to access the Noah Services via the Partner Services. To receive the Noah Services, you must:
  1. have a Crypto Asset Wallet;
  2. have a valid account with the Partner; be an individual aged 18 or over and resident in the European Economic Area (“EEA”);
  3. not be a Sanctioned Target;
  4. accept and comply with this Agreement and the Partner Terms;
  5. and successfully pass the Onboarding Checks (as described in Clause 3.3 below).
2. In order to receive the Noah Services, the Noah Services and Noah Platform must at all times be successfully integrated by the Partner with the Partner Services. Save where you suffer any loss or damage due solely to a breach by Noah of this Agreement, Noah shall have no liability to you for any loss or damage that you may suffer (whether in contract, non-contractual liability (including negligence), breach of statutory duty or otherwise) arising in connection with any failure by the Partner to integrate and maintain the integration between the Noah Services, the Noah Platform and the Partner Services.
3. You hereby acknowledge and agree that: (i) you meet, and will continue to meet on an ongoing basis, the eligibility requirements described in Clause 2.1 above; (ii) you have the legal capacity, and full right, power and authority, to form a binding agreement with Noah on the terms of this Agreement; (iii) you are compliant and will remain compliant with the Partner Terms; (iv) you are compliant and will remain compliant throughout your use of the Noah Services with all legal and regulatory requirements to which you are subject, including without limitation, all tax laws and regulations, exchange control requirements and registration requirements, and you will not use the Noah Services if any laws or regulations applicable to you prohibit you from doing so in accordance with this Agreement; (v) you will only use the Noah Services for your own personal non-business purposes and not on behalf of any other legal or natural person or entity; and (vi) the execution, delivery and performance of this Agreement does not and will not conflict with any other agreement to which you are a party.
  Onboarding
4. You acknowledge and agree that Noah will not provide the Noah Services to you until you (and any relevant Related Third Party (as defined in Clause 3.4 below) have successfully passed Noah’s onboarding and know your customer checks, as determined by Noah in its sole discretion (“Onboarding Checks”) and this has been confirmed in writing by Noah (“Customer Acceptance”).
5. You must provide (and obtain from any relevant Related Third Party) any information requested by Noah to enable it to verify if you have passed the Onboarding Checks. Notwithstanding anything to the contrary where any Order involves a Related Third Party, you must notify Noah that a Related Third Party is involved and provide the information requested by Noah in relation to the relevant Related Third Party as required and as described above prior to submitting any Order.
  Ongoing provision of information
6. Without prejudice to Clause 2.5, Noah reserves the right from time to time to request any additional information from you during the Term (and following termination of this Agreement), including for financial credit risk, security, customer due diligence and anti-money laundering purposes, and to perform such other checks as Noah may in its discretion deem appropriate to comply with applicable Laws and you must cooperate by providing such additional information upon request (in accordance with any timeline communicated by Noah and in a format acceptable to Noah).
7. You permit Noah to share any information (including any Personal Data contained therein) provided by you to Noah pursuant to this Agreement (including pursuant to Clauses 2.5 and/or 2.6 and pursuant to any Order, Transaction or Crypto Transfer) with its Authorised Third Parties or as required by any Regulator in compliance with Data Protection Legislation and any applicable national data protection laws under lawful basis.
8. You agree that Noah may make, directly or through any third party, any inquiries it considers necessary to validate the information you have provided to Noah pursuant to this Agreement (including pursuant to Clauses 2.5 and/or 2.6 and pursuant to any Order, Transaction or Crypto Transfer).
9. You acknowledge and agree that the information provided by you pursuant to Clauses 2.5 and/or 2.6 or provided by you pursuant to an Order, Transaction or Crypto Transfer is complete, truthful, accurate and up to date at the date it is provided and you shall promptly (not later than 3 business days as you become aware of it) update Noah in writing of any changes to such information.
10. If there is any delay or failure by you to provide the information required by Noah pursuant to Clause 2.6 in accordance with such Clause, or failure to adequately notify Noah of a delay, Noah reserves the right:
  1. to delay, suspend, or cancel any Order; or
  2. if the information requested pursuant to Clause 2.6 is not provided within thirty (30) days from the date of receipt of a notice from Noah to you notifying you of its delay or failure pursuant to this Clause, to terminate this Agreement on notice to you.
11. Noah may keep records of any information obtained pursuant to this Agreement (including any Personal Data therein) if required by any Authorised Third Parties, any Regulator or by applicable Law. This Clause shall survive termination of this Agreement howsoever caused.
  Partner Services and other third party services
12. You will only be able to access the Noah Services via the Partner Services which may require you to use the username, password and/or any other access credentials associated with your account with the Partner (“Partner Account”). You authorise Noah to act on any instruction received from you via the Partner Services. Where Noah receives any instruction from a person using your Partner Account, Noah shall be entitled to treat such instructions as having been received by you.
13. Noah is under no obligation to check the authenticity or accuracy of instructions received via your Partner Account or received directly by Noah via the Noah Customer UI.
14. Where required by Noah, you authorise Noah to use the Partner Services to send, and to disclose to the Partner, any instructions, requests, Transaction Offers and other Communications from Noah to you in relation to the Noah Services, as required by Noah.
15. Save where you suffer any loss or damage due solely to a breach by Noah of this Agreement, Noah shall have no liability to you for any loss or damage that you may suffer (whether in contract, non-contractual liability (including negligence), breach of statutory duty or otherwise) arising in connection with the provision of the Partner Services or use of the Crypto Asset Wallet or Designated Crypto Wallet. Please carefully review the Partner Terms and any other terms provided by your Crypto Asset Wallet or Designated Crypto Wallet provider (as applicable).
16. You acknowledge and agree that, to the maximum extent permitted by applicable Law, Noah is not responsible or liable for any Loss suffered by you or for any lost Fiat or Crypto Assets, in each case, in relation to any mistaken or unauthorised access to or use of your Partner Account, your Crypto Asset Wallet, the Designated Crypto Wallet or the Noah Services. You are responsible for monitoring for unauthorised or suspicious activity.
17. If you suspect or become aware that there has been or may be an unauthorised access or use of your Partner Account, the Noah Customer UI and/or the Noah Services or if you suspect or become aware of potentially fraudulent activity, you will notify Noah immediately of the same in writing. Promptly following receipt of such notification, Noah may cancel or suspend any pending Orders. You must also: (i) promptly report any potentially fraudulent activity in respect of the Partner Account, your Crypto Asset Wallet, the Designated Crypto Wallet, and the Noah Services to legal authorities; and (ii) cooperate fully with the legal authorities and Noah in the investigation of such potentially fraudulent activity as described in paragraph (i).
NOAH SERVICES
General
1. The services to be provided by Noah under this Agreement comprise:
  1. services to be performed by Noah in relation to the purchase of Crypto Assets by you from Noah using Fiat sent by you to Noah from the Customer Banking Account and the subsequent transfer of such purchased Crypto Assets to the Designated Crypto Wallet as described in Clause 3.7 (“On-ramp Services”); and
  2. services to be performed by Noah in relation to the sale of Crypto Assets by you to Noah in exchange for Fiat using Crypto Assets sent by you to Noah from your Crypto Asset Wallet where such Fiat is then sent by Noah to the Designated Banking Account, as described in Clause 3.8 (“Off-ramp Services”).
  (together, the "Noah Services").
2. Noah shall provide the Noah Services in accordance with the terms of this Agreement. Notwithstanding any term to the contrary in this Agreement, Noah may, in its sole discretion, subcontract elements of the NOAH Services to its Affiliates or subcontractors engaged by Noah.
3. For the avoidance of doubt, Noah may delay the processing of a Transaction or Crypto Transfer which may result in delays in the crediting or debiting, as applicable, of the Crypto Asset Wallet, the Designated Crypto Wallet, Customer Banking Account or the Designated Banking Account (as applicable) in certain situations including pursuant to Clause 2.10 where Noah is carrying out compliance checks, verification checks, or if payments to the Customer vIBAN are reversed. Noah is not responsible for such delays.
4. You acknowledge and agree on an ongoing basis that, in relation to the On-ramp Services, the Customer Banking Account shall be owned and controlled solely by you, or owned and controlled by a third party provided that (A) you have all due authority, permissions and consent from such third party owner and controller of the Customer Banking Account to allow the transfer of funds from such account, (B) the third party is your payroll provider or a closely related family member of you (each such third party a “Related Third Party”), (C) the number of such third parties is limited no more than five (5), and (D) you shall provide to Noah any information as requested by Noah in relation to such Related Third Parties (including as required by Clause 1.7 above).
5. When Noah provides the Noah Services to you, Noah is using a Banking Partner appointed by Noah or an Affiliate of Noah to hold for the benefit of you: (i) the Fiat sent to Noah in accordance with Clause 3.6 in the Noah FBO Account, in connection with your purchase of the relevant Crypto Asset; and (ii) the Fiat amount described in Clause 3.7.3 prior to it being credited to the Customer Banking Account in accordance with Clause 3.7. Notwithstanding anything to the contrary, Noah does not accept any liability for any acts or omissions of its Banking Partner.
  On-ramp Services
6. In relation to the On-ramp Services:
  1. when sending an Order you must provide the required information to complete the Order including details of: (i) the type of Crypto Asset you wish to purchase from Noah; (ii) the amount and type of Fiat to be transferred to Noah by you for the purchase (the “Fiat Order Amount”); (iii) the Customer Banking Account from which the Fiat will be transferred to Noah; (iv) the Designated Crypto Wallet details; and (v) any other additional compliance information required by Noah from time to time;
  2. Noah may then (in its sole discretion and subject to any restrictions imposed at Noah’s discretion from time to time) provide a Customer Virtual Account Number and submit a Transaction Offer to you and you will be prompted to pay the Fiat Order Amount by bank transfer to the Customer Virtual Account Number. If you transfer an amount of Fiat which is more or less than the Fiat Order Amount, then the Order may be cancelled;
  3. following receipt (in cleared funds) of the amounts of Fiat transferred in accordance with Clause 3.7.2 (the “Fiat Amount”), Noah will hold such Fiat in the Noah Fiat Account for the benefit of you with the Banking Partner. If Noah (in its sole discretion) confirms that its compliance checks have been passed, then the Accepted Order will be entered into in accordance with Clause 4 and Noah will initiate a Transaction and a Crypto Transfer in accordance with the Accepted Order and the terms of this Agreement so that an amount of the agreed type of Crypto Assets (equal to the amount that could be exchanged for the Fiat Amount (less the Transaction Fees) based on the Exchange Rate) (“Net Crypto Assets”) is automatically and immediately sent to the Designated Crypto Wallet;
  4. you shall ensure that when the Fiat Amount is received by Noah in accordance with this Clause such Fiat Amount shall not be reversed, withdrawn or otherwise reclaimed while an Order is pending or after completion of the transaction. Furthermore:
    1. you will not request any chargebacks from your bank or credit card company, or otherwise exercise any chargeback rights in respect of any Orders;
    2. if a chargeback is nonetheless initiated by you, or if Noah must take any action to investigate or address a chargeback caused by or related to your actions, Noah reserves the right to charge an administrative fee to cover its reasonable costs associated with the investigation, processing, and resolution of the chargeback;
    3. Noah may deduct this administrative fee under its set-off rights as established in this Agreement. This fee may be deducted directly from any amounts due to you, without further notice or consent from you;
    4. Noah reserves the right to temporarily suspend or restrict your access to the Noah Services and Noah Customer UI during any chargeback investigation period. This suspension or restriction may remain in place until any outstanding issues related to the chargeback have been fully resolved to Noah's satisfaction; and
    5. you shall reimburse Noah in respect of any Losses, including legal and administrative costs, incurred by Noah as a result of any chargeback initiated by you;
  5. notwithstanding anything to the contrary, if the Accepted Order is not entered into in accordance with Clause 4 (including in circumstances where Clause 4.3 applies), then the relevant Order shall be cancelled;
  6. you must use the Customer Virtual Account Number to transfer the relevant amounts of Fiat to Noah. If you or your Related Third Party fails to use the Customer Virtual Account Number to transfer Fiat to Noah then you acknowledge and agree that Noah shall not be liable to you for any Loss suffered or incurred by you arising out of the transfer of any amounts of Fiat to any bank account other than the Customer Virtual Account Number and the relevant Order shall be cancelled; and
  7. if the bank account used by you to transfer an amount of Fiat equal to the Fiat Amount is not the Customer Banking Account, then without prejudice to Noah’s other rights and remedies, the relevant Accepted Order shall not be entered into and the relevant Order shall be cancelled.
  On-ramp Services
7. In relation to the Off-ramp Services:
  1. when sending an Order you must provide the required information to complete the Order including details of: (i) your Crypto Asset Wallet from which Crypto Assets will be sent to Noah; (ii) the type and amount of Crypto Asset you wish to sell to Noah in exchange for Fiat (the “Crypto Asset Order Amount”); (iii) the type of Fiat the Crypto Asset Order Amount should be exchange for; (iv) the Designated Banking Account where the Fiat should be sent in relation to such sale; and (v) any other additional compliance information required by Noah from time to time;
  2. Noah may then (in its sole discretion and subject to any restrictions imposed at Noah’s discretion from time to time) provide the Noah Wallet Address and submit a Transaction Offer to you and you will be prompted to transfer an amount of Crypto Assets equal to the Crypto Asset Order Amount to the Noah Wallet Address from your Crypto Asset Wallet. If you transfer an amount of Crypto Assets which is more or less than the Crypto Asset Order Amount or the incorrect type of Crypto Asset, then the Order will be cancelled;
  3. following receipt (in cleared funds) of the amount of Crypto Asset transferred in accordance with Clause 3.7.2 (the “Crypto Amount”), if Noah (in its sole discretion) confirms to you that such compliance checks have been passed, then the Accepted Order will be entered into in accordance with Clause 4 and Noah will initiate a Transaction in accordance with the Accepted Order and the terms of this Agreement so that an amount of Fiat (in the type requested in the relevant Order and equal to the amount that could be exchanged for the Crypto Amount based on the Exchange Rate, but less the Transaction Fees) (“Net Fiat”) is sent to the Designated Banking Account;
  4. notwithstanding anything to the contrary, if the Accepted Order is not entered into in accordance with Clause 4 (including in circumstances where Clause 4.3 applies), then the relevant Order shall be cancelled and the relevant Crypto Assets will be returned to the Crypto Asset Wallet less any applicable blockchain gas fees and subject to the terms of this Agreement; and
  5. you must use the Noah Wallet Address to transfer the relevant amounts of Crypto Asset to Noah. If you fail to use the Noah Wallet Address, then you acknowledge and agree that Noah shall not be liable to you for any Loss suffered or incurred by you arising out of the transfer of any amounts of Crypto Asset to any blockchain wallet address other than the Noah Wallet Address and the relevant Order shall be cancelled.
ORDERS, TRANSACTIONS, CRYPTO TRANSFERS AND ACCEPTED ORDERS
1. For the avoidance of doubt and notwithstanding anything to the contrary, Orders are not binding on Noah until they become an Accepted Order, subject to Clause 13.3. To the maximum extent permitted by applicable Law, you may not cancel, withdraw or reverse an Accepted Order that has been entered into, including where such Accepted Order is entered into as a result of any error by you or the Partner.
2. Prior to the time the Accepted Order is entered into, you may cancel the relevant Order. Any such cancellation must be communicated by you to Noah via the Partner Services.
3. An Order shall be deemed an “Accepted Order”, subject to:
  1. in relation to the On-Ramp Services, receipt by Noah in cleared funds of the amounts of Fiat transferred in accordance with Clause 3.7.2 and confirmation, in accordance with Clause 3.7.3, by Noah that the relevant compliance checks have been passed;
  2. in relation to the Off-Ramp Services, receipt by Noah of an amount of Crypto Asset transferred in accordance with Clause 3.8.2 and confirmation, in accordance with Clause 3.8.3, by Noah that the relevant compliance checks have been passed;
  and such Accepted Order will then, subject to the terms of this Agreement (including Clause 13.3), be binding on both parties and Noah will then initiate a Transaction and/or Crypto Transfer in accordance with such Accepted Order and the terms of this Agreement. Accordingly, each Accepted Order shall constitute a separate contract for the On-Ramp Services or Off-Ramp Services (as applicable) governed by the terms of this Agreement.
4. You herby designate Noah as your limited agent for the purpose of collecting and processing Accepted Orders. In respect of the On-ramp Services, Client payments subject to this Agreement shall be treated as received upon the receipt of the Fiat Amount into the Noah FBO Account, such that your payment obligation is extinguished and there is no risk of loss to you.
5. You are solely responsible for reviewing Transaction Offers for accuracy and any errors. If a Transaction Offer is inaccurate then you must notify Noah within 24 hours of receipt of the Transaction Offer. To the maximum extent permitted by applicable Laws, you waive any right to dispute Transactions or Crypto Transfers entered into in respect of an Accepted Order (including as a result of any error or inaccuracies in the relevant Order relating to such Accepted Order). Furthermore, you acknowledge and agree that Noah is not liable to you for any Losses you may suffer in connection with any Transactions or Crypto Transfers entered into in respect of an Accepted Order to the extent arising as a result of any inaccuracy or error by you.
6. Notwithstanding anything to the contrary, Noah reserves the right not to send a Transaction Offer for any reason and to cancel any Order including if the Order: (i) was submitted during a scheduled or unscheduled downtime of the Noah Platform and/or any part of the Noah Services; (ii) breaches the terms of this Agreement; or (iii) is otherwise in breach, or Noah reasonably suspects it is likely to be in breach, of applicable Law.
7. All Orders must be submitted by you via the Partner Services using the Partner Account or via the Noah Customer UI (as directed by the Partner Services). Noah is entitled to rely on all such Orders submitted or accepted in accordance with Clause 4.3, and such Orders (once they become Accepted Orders) shall be valid and binding on you.
8. You shall not submit Orders on behalf of a third party. You acknowledge and agree now and on an ongoing basis that, subject to Clause 3.4(ii), you are the sole legal and beneficial owner of all Fiat (sent by you in respect of an Order relating to the On-ramp Services) and all Crypto Assets used in respect of an Order (relating to the Off-ramp Services), and that such Fiat or Crypto Assets are not the direct or indirect proceeds of any criminal or fraudulent activity.
9. Noah may (in its sole discretion) limit the Fiat Order Amount, Fiat Amount, Crypto Asset Order Amount or Crypto Amount relating to any Order and the frequency of any Orders submitted by you in a given time period.
10. Noah maintains records of all Accepted Orders as required by applicable Law.
11. Noah shall have no responsibility for any errors that occur in respect of Transactions or Crypto Transfers which arise as a result of the actions or omissions of you or any other party.
  Order or Accepted Order cancellations
12. In the event an Order is cancelled prior to the relevant Accepted Order being entered into or an Accepted Order is cancelled pursuant to Clause 13.3 (meaning the relevant Transaction or Crypto Transfer is not entered into), then the parties acknowledge and agree that Noah accepts no liability in relation to such cancellation(s) and reserves the right to charge you administrative fees and blockchain gas fees and any associated Fiat Amount or Crypto Asset (as applicable) held by Noah in accordance with this Agreement shall be returned to you as soon as reasonably practicable.
NOAH CUSTOMER USER INTERFACE
1. Noah hereby grants to you a limited, non-exclusive, non-transferable, revocable, non-sublicensable licence during the Term to use and access the Noah Customer UI in connection with receipt of the Noah Services from Noah during the Term.
2. Noah may amend the Noah Customer UI and the Noah Services from time to time. Where such amendments are material, Noah shall inform you of such amendments in advance of them taking effect.
3. You acknowledge and agree that Noah and its licensors own all Intellectual Property Rights in the Noah Customer UI, the Noah Services, the Information and the Software, including all subsequent copies of, and modifications, adaptations, amendments and additions to the same regardless of who made them. Except as expressly stated herein, this Agreement shall not grant you any rights to, or in, any Intellectual Property Rights in respect of the Noah Customer UI, the Noah Services, the Information and the Software.
4. Noah and its licensors shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual licence to use or incorporate into the Noah Services any enhancement requests or feedback provided by you, so long as you are not identified in any way as the source of such feedback. For the avoidance of doubt, Noah shall not be obliged to implement any such enhancement requests or feedback.
5. Notwithstanding anything to the contrary, Noah reserves the right to restrict access to the Noah Customer UI and Noah Services (in its sole discretion), where required in accordance with its compliance policies and procedures.
NOAH OBLIGATIONS
1. During the Term, Noah will provide the Noah Services in accordance with the terms of this Agreement.
2. Noah shall perform its obligations under this Agreement in compliance with all applicable Laws.
3. Noah shall use commercially reasonable efforts to ensure the Noah Services are available via the Partner Services on a 24/7 basis, but Noah makes no representation, and gives no warranty or covenant, that the operation or availability of the Noah Services will be uninterrupted or error-free or free from bugs or viruses.
4. You acknowledge that Noah and/or Noah Personnel may from time to time carry out routine and emergency maintenance of the Noah Services. You may be unable to receive or access the Noah Services during any period in which routine or emergency maintenance is being carried out, though Noah will use commercially reasonable efforts to keep disruption to and unavailability of the Noah Services to a minimum.
5. Without limitation to Clause 17.1 (Force Majeure), you acknowledge that Noah has no direct control over the availability of bandwidth over the entirety of the internet and that, while Noah will make such efforts as Noah deems appropriate to facilitate the Noah Services, Noah shall not be responsible for delays or failure or error in the provision of the Noah Services caused by such unavailability.
6. Except as expressly provided in this Agreement, the Noah Services are provided "as is" and to the extent permitted by applicable Laws, Noah disclaims all other conditions, warranties, representations, covenants or other terms which might have effect between the parties with respect to the Noah Services, or be implied or incorporated into this Agreement, whether by statute, common law, custom or otherwise, including any implied conditions, warranties, covenants or other terms relating to satisfactory quality, reasonable skill and care, fitness for any particular purpose, ability to achieve a particular result or arising from course of dealing or usage of trade. Noah does not warrant anything in relation to systems that do not make up the Noah Services or the connection to those systems, in particular Noah does not provide any warranty in relation to the Partner Services.
DISCLAIMERS
General
1. The Noah Services will be provided on a non-advised basis, meaning that Noah will not provide you with any recommendations or advice regarding the merits of any Orders, Accepted Orders, Transactions, or Crypto Transfers. You acknowledge and agree that you are solely responsible for decisions concerning any Orders, Accepted Orders, Transactions or Crypto Transfers.
2. You acknowledge that you bear the sole responsibility for any reporting of Orders, Accepted Orders, Transactions or Crypto Transfers as required by applicable Law and regulations. Subject to Clause 4.10, Noah will not provide support or infrastructure for the reporting of Orders, Accepted Orders, Transactions or Crypto Transfers as part of the Noah Services.
3. You acknowledge that the Information should be used for general information purposes only. The Information is not intended to, and should not be construed as, an offer to sell, a solicitation of an offer to buy, or an endorsement or recommendation of any particular financial instrument. You are solely responsible for the final decision as to your actions on or in relation to the Noah Services.
4. Nothing in this Agreement shall constitute investment advice, legal advice, or any other professional advice. You assume all risks in acting upon any of the Information made available or produced in the access and use of the Noah Services. Under no circumstances shall Noah or any Noah Personnel have any responsibility or liability for any financial position, investment or other business decisions or advice, or any calculations arrived at when using or relying on any Information. Accordingly, you acknowledge and agree that you assume sole responsibility for results obtained from the access and use of the Noah Services and any Information and for conclusions drawn from such access and use.
5. Without affecting your rights as a consumer under applicable Law, Noah does not warrant, represent, covenant or agree that: (a) the use of the Noah Services by you will meet your requirements nor that any recommendations derived from use of the Noah Platform will deliver any particular benefits if implemented; (b) defects in the Noah Services will be corrected; or (c) the functions of the Noah Services will operate in the combinations which you select for use. Under no circumstances shall Noah or Noah Personnel have any liability for any Losses you may suffer or incur (whether in contract, non-contractual liability (including negligence), breach of statutory duty or otherwise) caused by errors or omissions in any information, instructions or scripts provided to Noah and/or Noah Personnel by or on behalf of you in connection with the Noah Services, or any actions taken by Noah and/or Noah Personnel at your direction.
6. Tax treatment of Crypto Assets may vary amongst jurisdictions. It is your sole responsibility to comply with the tax Laws which are applicable to you. Noah does not and will not provide you with any financial, tax, accounting, legal, or other professional advice.
7. Noah shall have no responsibility to review, monitor, advise on or otherwise ensure compliance by you with (i) any applicable Law or regulation or (ii) any term or condition of any agreement between you and any third party.
8. Noah shall not be responsible for any failure to perform its obligations under this Agreement if such performance is prevented, hindered or delayed by changes to Noah’s policies or procedures made in Noah’s sole discretion in light of legal, regulatory, operational, security or reputational risks (“Noah Changes”). In the event of any Noah Changes, Noah will inform you of the Noah Changes and the expected duration of their effect. In these circumstances, Noah’s obligations will be suspended as long as any Noah Change remains in effect.
Blockchain Specific
1. You acknowledge and agree that:
  1. some of the financial institutions that issue Stablecoins on various blockchains (“Issuers”) include software code that they can use to block the transfer of Stablecoins if the Issuer suspects illegal activity or pursuant to a request from law enforcement. Noah has no control over the software code of any of the Stablecoins Noah supports, and you are purchasing Stablecoins at your own risk.
  2. blockchains are subject to sudden changes in operating rules, and third parties may from time to time create a copy of a blockchain and implement changes in operating rules or other features (“Forks”) that may result in more than one version of a blockchain (each, a “Forked Blockchain”) and more than one version of a Crypto Asset (“Forked Crypto Assets”). Noah’s ability to support Forked Crypto Assets or accept Forked Crypto Assets resulting from a Forked Blockchain is completely outside of its control. Forks may materially affect the value and function of the Crypto Asset you purchase from or sells to Noah and depends entirely on the issuer (as applicable) of the Forked Crypto Asset. In the event of a Fork, Noah may temporarily suspend any Orders in process at the time of the Fork with or without notice to you while Noah determines the effects of the Fork on the functionality of the Noah Services. Issuers (as applicable) will almost certainly not support Forked versions of the Crypto Asset they issue, and you may not be permitted to redeem Forked Crypto Asset for Fiat. Attempts to Fork a blockchain may also result in complete or partial failure of the blockchain’s functionality, and the Crypto Assets you own that are supported by the blockchain may become worthless.
  NOAH MAY CHOOSE NOT TO SUPPORT FORKED BLOCKCHAINS, AND YOU HAVE NO RIGHT, CLAIM, OR OTHER PRIVILEGE TO FORKED CRYPTO ASSETS ON A FORKED NETWORK NOAH DOES NOT SUPPORT, EVEN IN THE RARE EVENT AN ISSUER SUPPORTS THE FORK. NOAH MAY ABANDON OR CHOOSE NOT TO SUPPORT FORKED BLOCKCHAINS AS PART OF THE NOAH SERVICES, AND NOAH AND ITS NOAH PERSONNEL AND/OR AUTHORISED THIRD PARTIES ARE UNLIKELY TO SUPPORT MOST FORKED BLOCKCHAINS.
  1. the Noah Services allow you to submit Orders to Noah and to transfer Crypto Assets to Noah pursuant to the Off-ramp Services. In such circumstances you are responsible for checking the accuracy of your instructions to Noah, or any instructions you make in order to transfer Crypto Assets to Noah pursuant to the Off-ramp Services;
  2. the provision of the Crypto Asset Wallet and/or Designated Crypto Wallet is subject to your (or the relevant third party’s) agreement with the relevant third party provider, if any. Noah shall have no liability to you for any Loss that you may suffer (whether in contract, non-contractual liability (including negligence), breach of statutory duty or otherwise) arising in connection with the provision of or your use of, or the services provided by, your Crypto Asset Wallet and/or Designated Crypto Wallet and any relevant provider. You should familiarise yourself with the terms and conditions of the relevant Crypto Asset Wallet and/or Designated Crypto Wallet provider (as applicable);
  3. neither Noah or any of its Affiliates control the Crypto Asset Supported Networks (including their consensus mechanisms, operation and/or governance) and Noah has no liability for the operation of the Crypto Asset Supported Networks and Noah does not guarantee that transactions (including Crypto Transfers) sent to the Crypto Asset Supported Networks will be executed. Under no circumstances will Noah be liable to you for any Loss you may suffer (whether in contract, non-contractual liability (including negligence), breach of statutory duty or otherwise) arising out of or in connection with the operation of the Crypto Asset Supported Networks;
  4. neither Noah or any of its Affiliates at any time (i) gives any guarantee as to the regulatory status of the Crypto Assets, including whether or not such Crypto Assets are securities, transferable securities or any type of specified investment in any jurisdiction; nor (ii) provides any legal, regulatory, or other specialist advice, endorsement or recommendation to you in respect of the compliance of the Crypto Assets (or any other crypto in your Connected Crypto Wallet) with any relevant financial services Laws and regulations, and such persons shall have no liability to, nor shall they assume any duty of care to, you in respect of any such Laws or regulations;
  5. legislative and regulatory changes or actions at state or international level may adversely affect the use, transfer, exchange, ownership, sale and/or the value of blockchain-based assets such as the Crypto Assets. There may be legal or regulatory restrictions, now or in the future, to acquire, own, hold, sell or use blockchain-based assets such as the Crypto Assets or to exchange them for fiat currency in one or more countries;
  6. trading in Crypto Assets involves a high degree of risk and Crypto Assets could lose all or substantially all of their value in a short period of time;
  7. digital assets such as Crypto Assets are relatively new and largely unregulated and therefore Crypto Assets are more exposed to theft, fraud and failure than established, regulated products. Crypto Assets may have little or no institutional backing, limited operating history and no publicly available financial information. Some digital asset networks and exchanges have been closed due to fraud, failure or security breaches. Any blockchain-based assets (including Crypto Assets, cash or cash-equivalents or other assets that reside on a network or exchange that shuts down) may be lost. The participation in such networks requires users to take on credit risk by transferring blockchain-based assets from a personal account to a third party’s account;
  8. the value of Crypto Assets, like any digital asset, may be derived from the continued willingness of market participants to exchange fiat currency or digital assets, which may result in the potential for permanent and total loss of value of Crypto Assets should the market for them disappear or be insufficiently liquid;
  9. transactions on blockchain-based networks, may be irreversible, and, accordingly, Losses due to fraudulent or accidental transactions may not be recoverable;
  10. the Crypto Asset Supported Network are subject to risks including flaws in the technology, exposure from hacking, malware and general security threats, 51% or other consensus-based attacks, changes in the consensus protocol or algorithms, decreased community or validator support, the existence or development of competing networks, platforms and assets, flaws in the scripting language, disputes between developers, validators and/or users and regulatory action, and the development of any such risk or any such security breach could compromise the private key(s) which control the movement of Crypto Assets. Noah is not obliged to assist you and has no responsibility to you for resolving any such risks or the consequences of them; and
  11. where (a) the details of the Crypto Asset Wallet and/or Designated Crypto Wallet are incorrect or incompatible with the Crypto Asset Supported Network in order to enable the receipt of any Crypto Transfer; or (b) you lose the private keys and/or access to the Crypto Asset Wallet and/or Designated Crypto Wallet, or the Crypto Asset Wallet and/or Designated Crypto Wallet is compromised or becomes inaccessible, (in each case howsoever caused) then you may lose (or lose the ability to access), or you may not receive, the Crypto Assets relating to any Crypto Transfer under this Agreement. In such circumstances you shall not be entitled to any further remittance, payment, compensation or claim (whether in contract, non-contractual liability (including negligence) or otherwise) under this Agreement and Noah will not be liable to you for any claim (whether in contract, non-contractual liability (including negligence) or otherwise) or to make any further remittance, payment or transfer to you under this Agreement.
Without prejudice to Clause 6.3, and subject at all times to Clause 7.11, in respect of any public and private keys associated with the Noah Vault, Noah shall adopt reasonable security measures which are intended to protect the security of the Noah Vault and ensure that any public and private keys associated with the Noah Vault are not obtained, accessed or transferred to any third party.
You acknowledge and agree that:
1. you do not have any rights in, entitlement to, or access of any kind to, in each case, the public and private key pair associated with the Noah Vault; and
2. notwithstanding anything to the contrary, subject to the limitations on liability set out in Clause 12, Noah shall be liable to you for the Losses that you suffer or incur in connection with any Crypto Assets stored in the Noah Vault solely to the extent such Losses are caused by Noah having been grossly negligent, fraudulent or in wilful default of its obligations under this Agreement.
YOUR OBLIGATIONS
1. In relation to the Noah Services:
  1. you shall not store, distribute or transmit any Virus, or any material, information or data through the Noah Customer UI that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;
  2. you shall not:
  3. except as may be allowed by any applicable Law which is incapable of exclusion by agreement between the parties, attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the Noah Customer UI, the Noah Services, the Information or the Software;
  4. access, develop, supply or market all or any part of the Noah Services in order to build a product or service which replicates, competes with or is substantially similar to the Noah Services;
  5. attempt to undertake any security testing of the Noah Services without the prior written consent of Noah;
  6. use the Noah Services to provide services to third parties;
  7. transfer, temporarily or permanently, any of its rights under this Agreement;
  8. assist third parties in obtaining access to the Noah Services; or
  9. use the Noah Services, or enable any third party, in connection with the following: unlawful or abusive activity, fraud, unlawful gambling, intellectual property infringement, investment or credit services, check cashing, bail bonds, collections agencies, counterfeit or unauthorized goods, drugs and drug paraphernalia (including pseudo pharmaceuticals), substances designed to mimic illegal drugs, adult content and services, multi-level marketing, unfair, predatory or deceptive practices, money services, and any business that Noah believes poses elevated financial risk, legal liability, or violates card network rules or bank policies (the “Prohibited Activities”). Noah may update this Prohibited Activities list from time to time on notice to you;
  10. you shall use your best efforts to prevent any unauthorised access to, or use of, the Noah Customer UI and shall notify Noah immediately of any such unauthorised access or use; and
  11. Noah may audit your compliance with this Clause 8.1 by any lawful, technical means and you shall provide all reasonable assistance and information to Noah necessary to establish that the Noah Services are only being accessed and used in accordance with this Agreement.
2. You shall:
  1. provide Noah with all necessary co-operation in relation to this Agreement and access to such information as may be required by Noah in order to provide the Noah Services;
  2. comply with any acceptable use policies specified or provided by Noah from time to time for the Noah Services;
  3. maintain sufficient licences to any software (from third parties or licensed by Noah separately to this Agreement) operated using or in conjunction with the Noah Services;
  4. maintain adequate internet connections and technical capabilities to access and use the Noah Services. You acknowledge that as between the parties, you are solely responsible for ensuring that your firewalls, security and privacy systems and settings, and other plug-ins or applications, do not interfere with or restrict your access and use of the Noah Services, and Noah and Noah Personnel shall have no responsibility or liability in relation thereto;
  5. comply with all applicable Laws and regulations with respect to your activities under this Agreement, including all foreign and United States federal, state, and local Laws;
  6. 8.2.6 promptly notify NOAH of any circumstance that causes any information you provided to Noah to become materially inaccurate;
  7. carry out all your responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by the parties, Noah may adjust any timetable or delivery schedule set out in this Agreement as reasonably necessary; and
  8. undertake appropriate back-ups of your data and secure media with such regularity and in such a manner so as to ensure that you can restore such data and media in the event of data loss or corruption from any cause.
FEES, ORDERS AND TRANSACTIONS
1. You acknowledge and agree that the Exchange Rate and the Transaction Fees will apply to the relevant Accepted Order(s).
2. You shall pay Noah:
  1. the Transaction Fees to Noah in accordance with this Clause 9;
  2. all costs relating to any transactions that are charged back to you; and
  3. all costs, liabilities or other obligations imposed on Noah as a result of Orders.
3. The Transaction Fees are payable (and shall be collected) in the currency specified in the Accepted Order.
4. You acknowledge and agree that the Transaction Fees shall provide a single fee rate inclusive of all fees applicable to the relevant Transaction or Crypto Transfer, which will be payable when the Accepted Order is entered into.
5. You hereby acknowledge that the prices provided are intended exclusively for your engagement in activities regarding Crypto Asset trades as outlined in this Agreement. You agree not to disclose, communicate, or utilise these prices for any purposes outside the scope of the specified Crypto Asset trading activities.
6. All sums due to Noah under or in relation to this Agreement are inclusive of any Sales Tax.
7. Noah may at any time, without notice to you, set off any liability of you to Noah under or in relation to this Agreement against any liability of Noah to you under or in relation to this Agreement (in either case, however arising and whether any such liability is present or future, liquidated or unliquidated). Any exercise by Noah of its rights under this Clause 9.7 will be without prejudice to any other rights or remedies available to Noah under this Agreement or otherwise.
FINANCIAL CRIME AND SANCTIONS COMPLIANCE
1. You understand and acknowledge that Noah is required to comply with applicable trade sanctions Laws and regulations in the United States and all jurisdictions where it conducts business.
2. This requirement includes the general prohibition on you engaging with sanctioned governments, entities, groups or individuals, often referred to as Specially Designated Nationals (“SDNs”) or denied parties, including any person on the United States Department of Commerce, Bureau of Industry and Security’s Denied Persons List; identified as a “Specially Designated National” by the Office of Foreign Assets Control of the U.S. Department of the Treasury; or classified or otherwise identified (or previously classified or identified as) or affiliated with a person that is classified or otherwise identified on a specially designated persons/blocked persons list published by international organisations, including, but not limited to the United Nations, European Union and its Member States, United States and United Kingdom sanctions lists (“Sanctioned Target”), in accordance with applicable Law.
3. During the Term, you acknowledge and agree that you are not: (a) a Sanctioned Target; (b) acting for or on behalf of a Sanctioned Target; (c) directly or indirectly acting on behalf of the government of any country, or an agency or instrumentality of the government of any country, that is itself subject to an embargo administered by the U.S. Department of Treasury’s Office of Foreign Assets Control, U.S. Department of Commerce’s Bureau of Industry of Security, U.K. Office of Financial Sanctions Implementation or other applicable regulatory agencies around the world or any country otherwise sanctioned by the United States, United Nations, United Kingdom or the European Union and its Member States (“Sanctioned Country”); or (d) located in, under the control of, or a national or resident of any Sanctioned Country.
4. You will not use any of the Noah Services provided by Noah under this Agreement, or permit such Noah Services to be used, for the direct or indirect benefit of any Sanctioned Target or cause such Noah Services to be exported or re-exported to any Sanctioned Country.
5. You covenant and agree that you will not engage in any business, deal with, or in any way be associated with any Sanctioned Countries. You will not directly or indirectly use any of the Noah Services to satisfy its obligations under this Agreement from or by any Sanctioned Target, or Sanctioned Country.
6. You acknowledge and agree that you will not, in connection with any Order, Transaction or Crypto-Transfer concluded with or through Noah, breach any applicable anti-bribery laws and regulations, including, but not limited to, the U.S. Foreign Corrupt Practices Act, and the UK Bribery Act 2010 (each as may be amended from time to time).
USER DATA
Any data, communications or other materials you send to Noah through the Noah Services by electronic mail or other means will be treated as non-proprietary and non-confidential. Subject to Clause 1.7, Noah is free to publish, display, post, distribute and otherwise use any ideas, suggestions, concepts, data, designs, know-how and other information contained in such data, communications or material for any purpose, including, but not limited to, developing, manufacturing, advertising and marketing Noah and its products.
LIMITATION OF LIABILITY
1. Nothing in this Agreement excludes or limits Noah’s liability for:
2. death or personal injury caused by Noah’s negligence;
3. fraud or fraudulent misrepresentation by Noah or its employees; or
4. any matter in respect of which it would be unlawful for Noah to exclude or restrict its liability.
5. You agree not to use the Noah Services or Information, for any commercial or business purposes and Noah has no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
6. Subject to the terms of this Agreement, if Noah fails to comply with the terms of this Agreement, Noah is responsible for loss or damage you suffer that is a foreseeable result of Noah’s breach of this Agreement or Noah’s negligence, but Noah is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of Noah’s breach or if it was contemplated by you and Noah at the time that you accessed or used the Noah Services.
7. Notwithstanding Clause 12.3, in no event shall Noah be liable to you for (i) any loss of data or for any indirect, punitive, incidental or consequential loss, whether arising from non-contractual liability (including negligence), breach of contract, breach of statutory duty or otherwise, (ii) losses caused by technical failures, blockchain malfunctions, network delays, or third-party service disruptions, or (iii) losses caused due to errors, hacks, or unauthorized access to digital assets resulting from third-party breaches or your actions.
8. You agree to reimburse Noah and its Affiliates for any losses, costs, liabilities and expenses Noah or its Affiliates incur as a result of your breach of this Agreement or in connection with any third party claims received by Noah, including any claim by the Partner, save where caused by any breach of this Agreement by Noah.
9. Nothing in this Agreement affects your statutory rights. Advice about your statutory rights is available from your local Citizens' Advice Bureau or Trading Standards Office (or equivalent in your home jurisdiction).
10. Noah’s total liability to you for any loss or damage arising out of or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation (whether innocent or negligent), restitution or otherwise, in respect of any and all causes of action arising in each Year under or in relation to this Agreement, shall in no circumstances exceed an amount equal to 100% of the total Transaction Fees paid or payable to Noah under this Agreement by you during the relevant Year in which the cause or causes of action arose.
11. For the purposes of calculating liability pursuant to Clause 12.7, where a cause of action arises in a Year and continues across subsequent Years and/or continues after the termination of this Agreement, then the cause of action shall be deemed to have arisen only in the Year in which such cause of action first arose.
TERMINATION AND SUSPENSION
1. You may terminate this Agreement at any time by delivering a signed written notice to Noah at legalnotices@noah.com to take effect on receipt by us.
2. Without affecting any other right or remedy available to Noah, Noah may terminate this Agreement (in part or in whole) and/or cease providing any or all Noah Services to you:
3. at any time on thirty (30) days' notice to you;
4. immediately on written notice to you if Noah’s agreement with the Partner terminates;
5. immediately without notice to you if you exercise your right to terminate or cancel the Partner Terms;
6. immediately on notice to you if you fail to pay any amount due under this Agreement on the due date for payment and remain in default not less than fourteen (14) days after being notified in writing to make such payment;
7. immediately on notice to you if you commit a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fail to remedy that breach within a period of thirty (30) days after being notified in writing to do so; or
8. immediately on notice to you if: (i) you become unable to pay your debts as they fall due or become insolvent or bankrupt or become the subject of any insolvency, bankruptcy or administration proceedings (under any applicable law); (ii) execution or distress is levied against any or all of your assets; or (iii) a receiver, liquidator, administrator or similar official is appointed in respect of you or any of your property (under any applicable rules).
9. Notwithstanding anything to the contrary, the Accepted Order shall not be capable of being entered into, or the Accepted Order may be cancelled by Noah and Noah will not be required to enter into the relevant Transactions and/or Crypto Transfers and/or Noah may freeze any funds in the possession of its Banking Partners or Third Party Providers without prior notice if:
10. this Agreement terminates (howsoever caused);
11. Noah suspects you are in breach of this Agreement and/or any applicable Laws or regulations;
12. any Forks in the Crypto Asset Supported Network occur;
13. there is any error in respect of the Transaction Fees;
14. there is market disruption;
15. there is a lack of liquidity in the market;
16. to the extent applicable, Noah assesses that you have an insufficient credit position to satisfy a funding of an Order
17. in respect of the On-ramp Services, if there is a delay in you transferring the Fiat Amount to Noah in accordance with this Agreement;
18. Peg Deviation;
19. Noah is required to do so by applicable Law, a Banking Partner or Third Party Provider;
20. Noah, a Third Party Provider or a Banking Partner suspect any suspicious or unauthorized activity or any actual or attempted unauthorized access to the Noah Services;
21. Noah identifies any chargebacks initiated on behalf of you;
22. your use of or access to the Services: (a) poses a security risk to Noah, the Noah Services or any third party; (b) may adversely impact availability or performance of the Noah Services or the systems or software of any other client of Noah; (c) may subject Noah or any third party to any liability; or (d) may be fraudulent; and/or
23. provision of the Noah Services would put Noah in breach of applicable Law.
24. Without affecting any other right or remedy available to Noah, Noah shall have the right to immediately terminate this Agreement or suspend the Noah Services (in whole or in part) (with or without notice to you) if:
25. any of the events referred to in Clauses 13.3.2, 13.3.10, 13.3.13 and/or 13.3.14 arises and continues for a period of more than 30 consecutive days;
26. either party fails to maintain any licenses or approvals required to perform its obligations under this Agreement;
27. you engage in conduct that materially, objectively, and negatively affects the reputation or business operations of Noah;
28. Noah is required to do so by any competent regulatory authority or court, under applicable Law, or by a Banking Partner or Third Party Provider;
29. Noah, a Third Party Provider or a Banking Partner suspect any suspicious or unauthorized activity or any actual or attempted unauthorized access to the Noah Services; and
30. provision of the Noah Services would put Noah in breach of applicable Law.
CONSEQUENCES OF TERMINATION
1. On termination of this Agreement, howsoever caused, Noah will (in its sole and absolute discretion) and subject always to Noah’s legal and regulatory obligations or any requests, demands or requirements of a regulator or government body, either: (a) cancel any Accepted Orders in effect at the date of the termination; or (b) enter into the relevant Transaction and/or Crypto Transfer (as applicable), and in each case the terms of this Agreement shall continue in full force and effect notwithstanding such termination of this Agreement for any reason solely for the period of time required to give effect to such Transaction and/or Crypto Transfer in accordance with the terms of this Agreement.
2. On termination of this Agreement for any reason:
3. all licences granted under this Agreement shall immediately terminate and you shall immediately cease all use of the Noah Services. For the avoidance of doubt, any licences granted under this Agreement which are stated to be granted on a perpetual and irrevocable basis shall survive the termination of this Agreement for any reason and shall continue in full force and effect;
4. you shall immediately pay all amounts due and payable to Noah under the terms of this Agreement;
5. each party shall return or destroy, and (in each case) make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party, including the other party's confidential information (except Noah may retain reasonable professional records of your use of the Noah Services and shall be entitled to retain your data or other confidential information for the purposes of internal audit, litigation and/or to comply with applicable Laws);
6. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected; and
7. Clauses 7, 8.1.4, 9 to 19 and any other provisions which are necessary for the interpretation or enforcement of this Agreement shall continue in force notwithstanding termination.
UPDATES TO THE NOAH TERMS AND CONDITIONS
1. Noah may amend this Agreement from time to time by providing thirty (30) days’ prior notice to you in accordance with Clause 16 (“Update Notice”). Any changes to this Agreement will be binding on you from the date set out in the Update Notice. If you do not agree to the changes to this Agreement, you may terminate this Agreement by providing written notice to Noah in advance of the date on which the amendments would become binding.
2. Except as set out in Clause 15.1, no variation to the terms of this Agreement shall be effective unless made in writing and signed by or on behalf of each of the parties or by their duly authorised representatives.
NOTICES, ELECTRONIC COMMUNICATIONS AND SIGNATURE
1. Noah reserves the right to send all notices and communications with or to you (“Communications”) through the Partner Services or to your last known email address as per Noah’s records. To ensure that you receive all Communications sent by Noah, you must keep your email address up-to-date and immediately notify Noah if it changes. If any email Communication is returned as undeliverable, Noah retains the right to block access to the Noah Services until you provide and confirm a new and valid email address. You and Noah agree to the use of electronic records and electronic signatures in connection with this Agreement.
2. Subject to Clause 16.1, any notice required to be given under this Agreement shall be in writing in English and shall be sent by email to the other party. Any notice Noah gives you under this Agreement shall be sent to your last known email address, as per Noah’s records. Any notice sent by you to Noah shall be sent to the email address set out below (or such other address(es) as notified by Noah from time to time).
Noah Notice Details:
For the attention of: Legal Department Email: legalnotices@noah.com
1. This Clause 16 shall not apply to the service of legal proceedings.
MISCELLANEOUS
1. Force Majeure. Noah shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Noah or any other party), failure of a utility service or transport or telecommunications network or the internet, act of God, war, riot, civil commotion, malicious damage, compliance with any Law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors (a “Force Majeure Event”). In such circumstances Noah shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for three (3) months, you or Noah may terminate this Agreement by giving thirty (30) days' written notice to the other party.
2. Rights and Remedies. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by Law.
3. Relationship of the Parties. Nothing in this Agreement is intended to, or shall be deemed to, establish or constitute any partnership or joint venture between any of the parties, create a relationship of principal and agent for any purpose between the parties, or authorise either party to make or enter into any commitments for or on behalf of the other party.
4. Severability. Each of the clauses of this Agreement operates separately. If any provision, or part of a provision, of this Agreement is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part-provision shall be deemed not to form part of this Agreement, and the legality, validity or enforceability of the remainder of the provisions of this Agreement shall not be affected, unless otherwise required by operation of applicable Law. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were modified, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
5. No Waiver. If Noah fails to insist that you perform any of your obligations under this Agreement, or if Noah does not enforce its rights against you, or if Noah delays in doing so, that will not mean that Noah has waived its rights against you and will not mean that you do not have to comply with those obligations. If Noah does waive a default by you, Noah will only do so in writing, and that will not mean that Noah will automatically waive any later default by you.
THIRD PARTY RIGHTS
1. Subject to Noah Personnel being entitled to rely on and enforce the provisions of Clauses 7 and 12, a person who is not a party to this Agreement may not enforce any of its provisions under any legislation otherwise entitling it to do so nor bring a claim for the recovery of any Losses arising out of or relating to this Agreement. The consent of any third party is not necessary for any variation (including any release or compromise in whole or in part of any liability) or termination of this Agreement.
2. You agree that all claims brought by you under or as a result of this Agreement (whether in contract, misrepresentation (whether tortious or statutory), non-contractual liability (including negligence), restitution, breach of statutory duty or otherwise) shall be brought against Noah only. You further agree not to bring any claims under or as a result of this Agreement (whether in contract, misrepresentation (whether tortious or statutory), non-contractual liability (including negligence), restitution, breach of statutory duty or otherwise) against Noah Personnel or any Authorised Third Parties. The limitations and exclusions of liability set out in this Agreement shall apply to all such claims.
GOVERNING LAW AND JURISDICTION
1. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the Laws of the State of New York without giving effect to its principles of conflict of laws.
2. Any dispute between the parties arising out or relating to these terms that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of the state of New York and the United States, respectively.
3. As a consumer you will also benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in this Agreement affects your rights as a consumer to rely on such mandatory provisions of local law.
COMPLAINTS
If you have a complaint about the Noah Services, you should direct that complaint to Noah’s customer support who will investigate the complaint and try to resolve it. Noah’s customer support can be contacted at support@noah.com.

Schedule 1 - Definitions and Interpretation

Definitions

The following definitions apply in this Agreement:

Word/phrase	Meaning
Accepted Order	The relevant Order that corresponds to the relevant Transaction Offer that has been sent by Noah, and accepted by you, in accordance Clause 4 and which is, subject to Clause 4.3 and Clause 13.3, binding on the parties.
Affiliate	Any entity that from time to time, directly or indirectly, Controls, is Controlled by, or is under common Control with Noah.
Authorised Third Parties	Banking Partner(s), Third Party Providers and Noah service providers which provide services to Noah in relation to the Onboarding Checks and in relation to Noah's rights set out in Clause 2.7.
Banking Partner	A third party banking partner appointed by Noah from time to time to custody the Cash held in the Noah Fiat Account.
Bitcoin	A digital token that operates on the public Bitcoin blockchain.
Business Day	Any day which is not a Saturday, Sunday or public holiday in England.
Communications	Has the meaning set out in Clause 16.1.
Control	In relation to a party: the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to (i) cast, or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of that party; (ii) appoint or remove all, or the majority, of the directors or other equivalent officers of that party; or (iii) give directions with respect to the operating and financial policies of the relevant party with which the directors or other equivalent officers of that party are obliged to comply; or the holding beneficially of more than 50 per cent of the issued share capital of the relevant party (excluding any part of that issued share capital that carries no right to participate, or no right to participate beyond a specified amount, in a distribution of either profits or capital).
Crypto Amount	Has the meaning set out in Clause 3.8.3.
Crypto Asset	As the context requires, USDC and Bitcoin and any other digital currency, digital asset or digital commodity which is a digital representation of value (as notified to you by Noah from time to time), including any Stablecoin, that operates on a Crypto Asset Supported Network.
Crypto Asset Order Amount	Has the meaning set out in Clause 3.8.1.
Crypto Asset Supported Network	The public Ethereum blockchain and public Bitcoin blockchain and any blockchain supported by Noah, as notified to you by Noah from time to time.
Crypto Asset Wallet	A self-custodial Crypto Asset Supported Network compatible blockchain address solely owned and controlled by you, that is identified in the relevant Order as the Crypto Asset Supported Network compatible blockchain address to be used to send the relevant amount of Crypto Assets.
Crypto Transfer	In respect of the On-ramp Services, an instruction by Noah to the relevant Crypto Asset Supported Network for the transfer of the relevant Crypto Assets to the Designated Crypto Wallet in accordance with the terms of this Agreement.
Customer Acceptance	Has the meaning set out in Clause 2.4.
Customer Banking Account	A bank account held in your name or the name of a Related Third Party with a duly authorised bank that is identified in the relevant Order as the bank account to be used to send the relevant amount of Fiat as described in Clause 3.7.1 (On-Ramp).
Customer vIBAN	The virtual bank account number provided by the Banking Partner to Noah linked to the Noah Fiat Account and you which is provided to you by Noah and which allows you to send and Noah to take receipt of Fiat from Client to be held in the Noah Fiat Account.
Data Protection Legislation	The General Data Protection Regulation (EU) 2016/679 ("GDPR"), along with the Law on Legal Protection of Personal Data of the Republic of Lithuania (Law No. IX-1296), and any other EU regulations, directives, and Lithuanian national laws that implement, complement, or enforce the GDPR or relate to the processing of personal data and privacy, including any amendments, replacements, re-enactments, or consolidations of such laws. This also includes the ePrivacy Directive (Directive 2002/58/EC), as amended by Directive 2009/136/EC, as well as the Privacy and Electronic Communications Regulations (2003/2426), and any other applicable EU laws and regulations that govern the processing of personal data, privacy, and electronic communications within the relevant jurisdiction.
Designated Banking Account	A bank account with a duly authorised bank that is identified by you in the relevant Order as the bank account to be used to send the relevant amount of Fiat as described in Clause 3.8.1 (Off-ramp).
Designated Crypto Wallet	A self-custodial Crypto Asset Supported Network compatible blockchain address that is identified in the relevant Order as the Crypto Asset Supported Network compatible blockchain address to be used to receive the relevant amount of Crypto Assets.
Exchange Rate	(i) In respect of a Transaction Offer, the estimated exchange rate applicable to the relevant Crypto Assets and/or Fiat at the date the relevant Transaction Offer (relating to the Order) is submitted by Noah; and (ii) in respect of an initiated Transaction or Crypto Transfer, the exchange rate applied (using the mid-market rate applicable to the relevant Crypto Assets and/or Fiat) at the time the relevant Transaction or Crypto Transfer is entered into by Noah pursuant to the relevant Accepted Order.
Fiat	Government-issued fiat currency that is legal tender which, at the date of this Agreement, shall be limited to the currencies accepted by Noah from time to time as communicated via the Noah Platform.
Fiat Amount	Has the meaning set out in Clause 3.7.3.
Fiat Order Amount	Has the meaning set out in Clause 3.7.1.
Force Majeure Event	Has the meaning set out in Clause 17.1.
Forked Blockchain	Has the meaning set out in Clause 7.9.2.
Forked Crypto Assets	Has the meaning set out in Clause 7.9.2.
Forks	Has the meaning set out in Clause 7.9.2.
Information	All data, records, reports, results, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other outputs or materials in whatever form, including hard copy and electronic form, generated by or on behalf of Noah in the performance of this Agreement and made available under or in connection with this Agreement (including in the provision of the Noah Services).
Intellectual Property Rights	(a) Patents, inventions, designs, copyright and related rights, database rights, knowhow and Confidential Information, trade marks (whether registered or unregistered) and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (b) all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognised in the future; and (c) all applications, extensions and renewals in relation to any such rights.
Law or Laws	Legislation, regulations, codes of practice, guidance and other requirements of any relevant, government, governmental or regulatory agency, or other relevant body.
Loss or Losses	Any and all losses, liabilities, charges, costs, damages, fines, penalties, interest and all reasonable legal and other professional fees and expenses including, in each case, all related taxes.
Noah Changes	Has the meaning set out in Clause 7.8.
Noah Customer UI	The user interface, as amended from time to time, hosted by Noah and made available to you via the Partner Services in accordance with the terms of this Agreement and which is able to communicate with the Noah Platform.
Noah Fiat Account	The Noah client account held by Noah or one of its Affiliates with the Banking Partner for the purposes of receiving Fiat from you in relation to the On-Ramp Services using the Customer vIBAN provided by Noah to you (in accordance with Clause 3.7) and that receives Fiat in relation to the Off-Ramp Services prior to the same being credited to the Designated Banking Account (in accordance with Clause 3.8).
Noah Personnel	Noah's Affiliates and Noah's and its Affiliates' employees, directors, officers, agents and subcontractors.
Noah Platform	Has the meaning set out in Clause 1.2.
Noah Services	Has the meaning set out in Clause 3.1.
Noah Vault	The crypto asset wallet maintained by Noah with its Third Party Provider holding Noah's USDC and Bitcoin reserves.
Noah Wallet Address	The unique wallet ID reference provided by Noah to allow you to transfer Crypto Assets to Noah for the purpose of the relevant Order in relation to the Off-ramp Services.
Off-ramp Services	Has the meaning set out in Clause 3.1.2.
On-ramp Services	Has the meaning set out in Clause 3.1.1.
Onboarding Checks	Has the meaning set out in Clause 2.4.
Order	An instruction submitted to Noah by you (either via the Partner Services or via the Noah Customer UI, as applicable) to: (i) in respect of the On-ramp Services, purchase Crypto Assets from Noah using Fiat sent by you to Noah in accordance with the terms of this Agreement; and (ii) in respect of the Off-ramp Services, sell Crypto Assets to Noah in exchange for Fiat sent to you by Noah in accordance with the terms of this Agreement.
party	A party to this Agreement (and "parties" shall be construed accordingly).
Partner	Has the meaning set out in Clause 1.3.
Partner Account	Has the meaning set out in Clause 2.12.
Partner Services	Has the meaning set out in Clause 1.3.
Partner Terms	Has the meaning set out in Clause 1.3.
Peg Deviation	If at any time the value of a Stablecoin deviates (or where Noah reasonably determines that it will deviate) from its peg to the relevant fiat currency and one unit of the relevant Crypto Asset is no longer equal to the value of one unit of the relevant fiat currency (including where this is communicated or effected by the relevant Crypto Asset Supported Network) and such deviation is greater than 0.5% (+ / -).
Prohibited Activities	Has the meaning set out in Clause 8.1.2.7.
Regulator	Any regulatory authority, government body, regulatory body or competent authority of Noah.
Sales Tax	Any applicable national, federal, state and local sales, use, value added, excise and other similar taxes, fees and surcharges that are legally or by custom borne by a purchaser of goods or services.
Sanctioned Country	Has the meaning set out in Clause 10.3.
Sanctioned Target	Has the meaning set out in Clause 10.2.
SDNs	Has the meaning set out in Clause 10.2.
Software	The software used by Noah and/or any Noah Affiliates or sub-contractors in delivering the Noah Platform.
Stablecoin	A type of crypto-asset the main purpose of which is to be used as a means of exchange and that purports to maintain a stable value by referring to the value of a government-issued fiat currency that is legal tender and can be redeemed at face value for the specified government-issued fiat currency, including USDC.
Term	The term of this Agreement.
Third Party Provider	Any contractor, agent or third party service provider providing any goods, software or services to Noah and/or its Affiliates.
Transaction	Execution and settlement of an Accepted Order by Noah in accordance with the terms of the relevant Accepted Order so that: (i) in respect of the On-ramp Services (relating to the purchase of Crypto Assets from Noah in accordance with Clause 3.7), an amount of Crypto Assets can be credited to the Designated Crypto Wallet; and (ii) in respect of the Off-ramp Services (relating to the purchase of Crypto Assets from Noah in accordance with Clause 3.8), an amount of Fiat can be credited to the Designated Banking Account, in each case in accordance with the terms of this Agreement.
Transaction Data	Any data relating to a specific Transaction or Crypto Transfer.
Transaction Fees	The fees payable to Noah in accordance with the terms of this Agreement (including blockchain gas fees where applicable) once the Accepted Order is entered into based on the applicable Transaction Fee Rate and which will apply to the relevant Transaction and/or Crypto Transfer entered into by Noah pursuant to the relevant Accepted Order.
Transaction Fee Rate	The % fee rate applied to the Accepted Order value to calculate the relevant Transaction Fees in relation to an Accepted Order, that is set out in the Transaction Offer (relating to the Accepted Order).
Transaction Offer	An offer submitted by Noah via the Partner Services or Noah Customer UI (as applicable) in accordance with the terms of this Agreement to enter into the relevant Transaction or Crypto Transfer in accordance with the terms of the relevant Order and the terms of this Agreement and which specifies the Transaction Fees and Exchange Rate.
USDC	A Stablecoin issued by Circle Internet Financial, LLC that operates on a Crypto Asset Supported Network.
Virus	Any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Year	The period of twelve (12) months commencing on the date of acceptance of these terms by you, and each and any period of twelve (12) months commencing on an anniversary of such date subsequent thereto.

Interpretation

The following rules of interpretation shall apply in this Agreement:

The Clause and Schedule headings are for convenience only and shall not affect the interpretation of this Agreement.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires: (a) words in the singular shall include the plural and in the plural include the singular; and (b) a reference to one gender shall include a reference to the other genders.
References to Noah includes Noah’s transferees, successors and permitted assigns.
All times given refer to London time.
A reference to writing or written includes e-mail.
References to Clauses are to the clauses of the Noah Terms and Conditions and references to Schedules are to the schedules to the Noah Terms and Conditions.
A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement and as amended by any subsequent statute or statutory provision. Where a change to a statute or statutory provision results in Noah and/or any Noah Affiliates or sub-contractors incurring additional or increased costs to achieve compliance in relation to the Noah Platform, Noah reserves the right to charge fees to reflect such additional or increased costs on no less than thirty (30) days' prior written notice.
Any phrase introduced by the expressions including, includes, in particular or any similar expression shall be construed as illustrative only and shall not limit the sense of the words preceding those terms.
The terms "Controller", "Processor", "Personal Data", “Personally Identifiable Information” and "Process" shall be interpreted in accordance with applicable Data Protection Legislation in the relevant jurisdiction.

Schedule 2 - Disclosures

In this Consent, "Communications" means communications, disclosures, notices, agreements, fee schedules, privacy policies, statements, records, documents, and other information we provide to you, or that you sign and submit or agree to at our request.

By accepting this Consent, you (i) agree that you are willing and able to receive electronic versions of Communications in connection with the Noah Services and (ii) consent to receive such Communications in electronic form.

If you do not agree to this Consent, or you withdraw your consent at any point, we reserve the right to decline, restrict and/or terminate your access to any Noah Services.

Communications in Writing

We are required by law to give you certain information in writing. All Communications delivered to you in either electronic or paper format will be taken as information delivered "in writing."

Withdrawing Consent

You have the right to withdraw your consent to this Consent at any time. Any withdrawal of your consent will be effective only after we have had a reasonable period of time to process your request for withdrawal. By withdrawing your consent, we reserve the right to terminate your access to any Noah Services (except as otherwise prohibited by law). You may withdraw consent by emailing us at support@noah.com.

Updating Contact Information

It is your responsibility to provide us with (and maintain) true, accurate and complete information, including but not limited to your email address, contact information and any other information related to your Noah account(s), so that we may send you electronic Communications. You can update your email address and other of your informationby emailing us at support@noah.com.

Hardware and Software Requirements To receive and retain electronic Communications from Noah

,you will need the following

A computer or mobile device with an operating system that supports everything below;
An internet connection;
A current version of a web browser that we support, including: Edge version 126 or higher, Firefox version 115 or higher, Safari version 15 or higher, or Chrome version 109 or higher;
A hard drive or other method of storing data;
A valid, active email address; and
A current version of a program that displays PDF files.

We may update these requirements periodically in order to maintain our ability to provide electronic Communications; if these requirements change in a substantial way, we will notify you of the changes.

Requesting Paper Copies

If we choose to make paper copies of certain electronic Communications available, we do not create any obligation to do so at other times. You may obtain a paper copy of an electronic Communication by printing it or by requesting we mail a paper copy. You may make requests for paper copies by emailing us at support@noah.com.

General

We reserve the right, in our sole discretion, to discontinue the provision of your Communications, or to terminate or change the terms and conditions on which we provide Communications (including the terms of this Consent). We will provide you with notice of any such termination or change as required by law

INITIAL AND ANNUAL ERROR RESOLUTION NOTICE

In Case of Errors or Questions About Your Electronic Transfers, Telephone us at (888) 895-2925, write us at 51 Little Falls Drive, Wilmington, Delaware 19808, Country of New Castle, US or email us at support@noah.com as soon as you can, if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt. We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared.

(1) Tell us your name and account number (if any). (2) Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information. (3) Tell us the dollar amount of the suspected error.

If you tell us orally, we may require that you send us your complaint or question in writing within 10 business days.

We will determine whether an error occurred within 10 business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will credit your account within 10 business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 business days, we may not credit your account.

For errors involving new accounts, point-of-sale, or foreign-initiated transactions, we may take up to 90 days to investigate your complaint or question. For new accounts, we may take up to 20 business days to credit your account for the amount you think is in error.

We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.

US PATRIOT ACT DISCLOSURE

Under the U.S. Patriot Act (the “Act”) passed in 2001, we are required to obtain, verify, and record certain identifying information of customers at the time of account opening. These requirements are aimed at combating money laundering and international terrorism. Failure to provide the necessary information could result in our inability to establish a business relationship. What This Means for You: When you open an account with us, we will ask for your name, address, date of birth, and other information that allows us to verify your identity. We may also request to see your driver’s license or other identifying documents.

We are permitted to impose and implement additional identity verification procedures when deemed necessary and appropriate, as specified under the Act

Last updated on 04 18 2025

RoW (US) Terms of Service

ABOUT THESE TERMS OF SERVICE

ELIGIBILITY, ONBOARDING AND INFORMATION SHARING

Eligibility

Onboarding

Ongoing provision of information

Partner Services and other third party services

NOAH SERVICES

General

On-ramp Services

On-ramp Services

ORDERS, TRANSACTIONS, CRYPTO TRANSFERS AND ACCEPTED ORDERS

Order or Accepted Order cancellations

NOAH CUSTOMER USER INTERFACE

NOAH OBLIGATIONS

DISCLAIMERS

General

Blockchain Specific

YOUR OBLIGATIONS

FEES, ORDERS AND TRANSACTIONS

FINANCIAL CRIME AND SANCTIONS COMPLIANCE

USER DATA

LIMITATION OF LIABILITY

TERMINATION AND SUSPENSION

CONSEQUENCES OF TERMINATION

UPDATES TO THE NOAH TERMS AND CONDITIONS

NOTICES, ELECTRONIC COMMUNICATIONS AND SIGNATURE

Noah Notice Details:

MISCELLANEOUS

THIRD PARTY RIGHTS

GOVERNING LAW AND JURISDICTION

COMPLAINTS

Schedule 1 - Definitions and Interpretation

Definitions

Interpretation

Schedule 2 - Disclosures

ELECTRONIC DISCLOSURE AND CONSENT (THE “CONSENT”)

INITIAL AND ANNUAL ERROR RESOLUTION NOTICE

US PATRIOT ACT DISCLOSURE