Rhino.fi Terms of Service

Last Updated: 30 October 2026

Rhino.fi offers an API-first deposits-as-a-service, enabling enterprises to seamlessly withdraw, deposit, activate and check out with crypto at scale. We’re excited to be able to offer you our Services, we ask that you read these terms in detail that apply to your use.

These Terms of Service (this “Agreement”) govern your use of the Services (defined below), including through our website or online sign-up or as purchased under an applicable Order Form (defined below).

To make this Agreement easier to read, the terms “Rhino.fi,” “we,” and “us” refer to Liquidity Labs Holdings Limited, a company incorporated under the laws of the British Virgin Islands under number 2021531, and the terms "you", "your", or "Client" refer to you and, where you are acting on behalf of an organization that has authorized you to use these Services (including the organization set forth on an applicable Order Form), that organization. If you are using the Services on behalf of an organization (such as your employer, a decentralized autonomous organization, or other legal entity), you represent and warrant that you have the authority to bind that entity to this Agreement. You and Rhino.fi may be referred to herein collectively as the “Parties” or individually as a “Party”.

IF WE HAVE ALREADY ENTERED INTO A SERVICE AGREEMENT WITH YOU THAT REMAINS IN FORCE, THAT AGREEMENT GOVERNS YOUR USE OF THE SERVICES. OTHERWISE, BY USING THE SERVICES, CLICKING A BUTTON TO ACCEPT THESE TERMS, OR ENTERING INTO AN ORDER FORM TO USE THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT.

1. DEFINITIONS; INTERPRETATION.

1.1. “Affiliate” means any entity (a) that a Party controls; (b) that a Party is controlled by; or (c) with which the Party is under common control, where control means direct or indirect control of fifty percent (50%) or more of an entity’s voting interests (including by ownership).

1.2. “Applicable Law” means from time to time: (a) any laws, regulations or other subordinate legislation; and (b) any policies, guidelines or industry codes made by any regulatory body having jurisdiction over a Party or any of that Party’s assets, resources or business (in each case whether or not legally binding) which apply to the performance of the Services or to which either Party is subject.

1.3. “Authorized User” means any end user, employee or contractor permitted by you to access or use the Services, provided that you have authorized such individual and ensured that they are informed of, and agree to comply with, this Agreement and any Service Conditions before being granted access.

1.4. “Billing Period” means each calendar month during the Term, save that the first Billing Period shall run from the Effective Date until the last day of the calendar month in which the Effective Date falls.

1.5. “Console” means the Rhino.fi Console referred to in clause 1.6(e).

1.6. “Core Services” means access to the Rhino.fi stablecoin activation stack which includes but is not limited to:

1. Automated Blockchain Rebalancing System: automatically manages and reallocates liquidity across supported blockchain networks to maintain the availability of funds required to process transactions;
   
   

2. Bridge and Swap: the functionality enabling the transfer of supported stablecoins across multiple blockchain networks and the exchange of supported digital assets through a single application programming interface (“API”) integration, with deterministic settlement, Maximal Extractable Value (“MEV”) protection, and configurable execution speed;
   
   

3. Embedded Compliance: automated compliance screening applied to inbound transactions, including Know Your Transaction and anti-money laundering checks;
   
   

4. MEV Protection: safeguards designed to protect transactions from miner or MEV exploits;
   
   

5. Rhino.fi Console: the administrative interface providing access to transaction history, analytics, configuration settings, Flow Credit consumption reporting, and integration tools relating to the Services;
   
   

6. Smart Deposit Addresses: deposit addresses that enable users to send supported stablecoins from any supported blockchain network to a single address, with deterministic settlement and integrated compliance screening (“SDAs”);
   
   

7. Support for Multiple Chains and Tokens: access to multiple supported blockchain networks and digital assets enabling deposits, bridging, and asset swaps; and
   
   

8. Webhooks: real-time automated notifications to report changes in transaction status or other relevant system events.
   
   

1.7. “Cross-Chain Transfer” means a transfer that results in digital assets being moved from one blockchain network to another.

1.8. “Documentation” means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware list, and other similar materials in hard copy or electronic form if, as provided by Rhino.fi to you (including any revised versions thereof) that relate to the Services, which may be updated by us from time to time.

1.9. “Effective Date” means the effective date set forth on an Order Form, or if you have not entered into an Order Form then the date you first access or use the Services.

1.10. “Enterprise Tier” means the Tier identified as the Enterprise Tier in the Order Form, the Subscription Fee, FC Allowance, Overage Rate, invoicing frequency and payment terms of which are agreed bespoke between the Parties and recorded in that Order Form.

1.11. “Extensions” means any of the following additional services below that are specified in the applicable Order Form:

1. 1:1 Stablecoin Swaps: the exchange of one supported stablecoin for another supported stablecoin at a fixed 1:1 exchange rate;

   
   

2. Advanced Fee Management: the ability to configure, apply, or modify transaction fees, including custom fee structures, mark-ups, gas sponsorship, and volume-based fee models;
   
   

3. Custom Chain or Token Support: the integration of additional blockchain networks or digital assets enabling users to deposit, hold, activate, or transact using supported cryptoassets;
   
   

4. Enhanced Compliance and Risk Management: configurable compliance and monitoring features, including anti-money laundering screening, transaction monitoring, and real-time alerts; and/or
   
   

5. On-Chain Actions: programmable blockchain transactions that execute predefined outcomes for user funds through a single user-initiated transaction.

   
   

1.12. “Failed Transaction” means any transfers that are (a) not accepted by the relevant destination blockchain network and are permanently rejected such that they cannot be completed without being resubmitted; and/or (b) any transfers which remain unconfirmed or unsettled for a period exceeding twenty-four (24) hours due to network conditions.

1.13. “FC Allowance” means the quantity of Flow Credits included in your Tier in respect of each Billing Period, as set out in the Order Form. An FC Allowance may be expressed in the Order Form as a number of Flow Credits or by reference to a monetary value of flow, and shall be construed accordingly.

1.14. “FC Methodology” means the methodology by which consumption of the Services is measured and converted into Flow Credits, as set out in the Order Form or, where the Order Form is silent, in the Documentation.

1.15. “Flow Credit” or “FC” means the unit of measurement used by Rhino.fi to quantify consumption of the Services, determined in accordance with the FC Methodology.

1.16. “Fees” has the meaning given in clause 3.1.

1.17. “Intellectual Property Rights” means copyright, patents, rights in inventions, trade marks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semi-conductor chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing.

1.18. “Legacy PAYG Services” means Services provided to a Client under an arrangement entered into on or before 1 October 2026 under which fees are calculated on a per-transaction, transaction-value or basis points basis (whether described as “pay-as-you-go” or otherwise), rather than by reference to a Tier. Legacy PAYG Services have been withdrawn from sale, are not available to new Clients, and no new Order Form for Legacy PAYG Services will be entered into after that date.

1.19. “Order Form” means an order form or other ordering document agreed to in writing or electronically by you and Rhino.fi (including, where a Tier is purchased through self-serve online sign-up, the order confirmation generated on that sign-up) that references this Agreement and sets forth the applicable Services to be provided by Rhino.fi to you, together with the Tier, Subscription Fee, FC Allowance, Overage Rate, Extensions, usage limits and other commercial terms applicable to you.

1.20. “Overage” means, in respect of a Billing Period, consumption of the Services in excess of the FC Allowance for that Billing Period.

1.21. “Overage Rate” means the rate payable in respect of an Overage, as set out in the Order Form, whether expressed as an amount per Flow Credit, an amount per block of Flow Credits, or a percentage or basis points of the value of the Overage.

1.22. “Pass-Through Costs” means network fees (including gas fees), on-chain costs and third-party costs incurred by Rhino.fi in providing the Services to you or your Authorized Users, including any amounts transmitted under clause 2.8.

1.23. “Platform Data” means any data that is derived or aggregated in deidentified form from (i) Your Data; or (ii) your and/or your Authorized Users’ use of the Services, including any hardware metrics (if applicable), software event logs, globally unique identifiers for files, usage data or trends with respect to the Services.

1.24. “Principal” means, in respect of a Transfer, the amount of digital assets that is intended to be transferred (excluding any applicable Rhino.fi fees and network fees unless expressly stated otherwise).

1.25. “Service Conditions” means the Documentation, the usage limits and FC Allowance applicable to your Tier, and any other conditions of use of the Services notified by Rhino.fi to you in writing or made available through the Console.

1.26. “Services” means the Core Services and any Extensions specified in the applicable Order Form or, in respect of Legacy PAYG Services, as otherwise agreed between the Parties.

1.27. “Subscription Fee” means the recurring fee (if any) payable by you in respect of your Tier, as set out in the Order Form.

1.28. “Third Party” means any person or entity (including any individual, entity or governmental authority) that is not a party to this Agreement.

1.29. “Tier” means the package of Services selected by you and identified as such in the Order Form. Each Tier comprises the Core Services and is subject to its own Subscription Fee, FC Allowance, Overage Rate, Extensions, usage limits and other commercial terms, in each case as set out in the Order Form. Extensions may be added to any Tier at any time by agreement between the Parties, subject to any additional payment obligations set out in the Order Form or otherwise agreed in writing between the Parties. References in this Agreement to a Tier do not apply to Legacy PAYG Services.

1.30. “Transfer” means any transaction or movement of digital assets submitted, transferred or otherwise processed using the Services.

1.31. “Updates” means any changes that Rhino.fi may at its discretion implement as generally available without requiring payment of additional fees. Updates do not include new offerings that Rhino.fi makes available for an additional charge.

1.32. “Your Data” means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of you or your Authorized Users through the Services or to us in connection with your use of the Services, but excluding Platform Data and any other information, data, content or materials owned or controlled by us and made available through or in connection with the Services.

In this Agreement: (i) a reference to this Agreement includes its schedules, appendices and annexes (if any); (ii) a reference to a Party includes that Party’s successors and permitted assigns; (iii) the table of contents and the clause, paragraph, schedule or other headings in this Agreement are included for convenience only and shall have no effect on interpretation; (iv) words in the singular include the plural and vice versa; (v) any words that follow “include”, “includes”, “including”, “in particular” or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; (vi) a reference to “writing” or “written” includes any method of reproducing words in a legible and non-transitory form; (vii) a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time; (viii) a reference to legislation includes all subordinate legislation made from time to time under that legislation; and (ix) a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England and Wales, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

2. SERVICES; ACCESS AND USE.

2.1. Access to Services. Subject to your continued compliance with this Agreement, Rhino.fi hereby grants you during the Term (i) the right to use the Services comprised in your Tier in accordance with the applicable Order Form and the Service Conditions; and (ii) a limited, non-exclusive, non-sublicenseable, non-transferable (except in compliance with clause 15.6) license to use the Services. The Services are deemed delivered to you upon the provision of access for your benefit. We shall be entitled to improve or update the Services without your prior consent (i) to fix a defect, bug or error; (ii) to remedy a known or foreseeable security vulnerability; (iii) to comply with any Applicable Laws; or (iv) to implement Updates, provided that no Update shall materially reduce the functionality of the Core Services comprised in your Tier.

2.2. Use Restrictions. You will not at any time and will not permit any Third Party or Authorized User to, directly or indirectly: (i) use the Services in any manner beyond the scope of rights expressly granted in this Agreement; (ii) modify or create derivative works of the Services or Documentation, in whole or in part; (iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part; (iv) use the Services for any abusive, exploitative, excessive, automated, or unintended purpose, including arbitrage or exploitation of pricing, minting, redemption, timing, or technical inefficiencies, or any purpose intended to understate consumption of Flow Credits; (v) frame, mirror, sell, resell, rent or lease use of the Services to any other Third Party, or otherwise allow any Third Party to use the Services for any purpose other than for your benefit in accordance with this Agreement, unless otherwise agreed in writing by Rhino.fi; (vi) use the Services (including any related software) or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Third Party, or that violates any Applicable Laws; (vii) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; (viii) use the Services to transmit harmful code, file, scripts, agents, or programs, including viruses, worms, time bombs, or Trojan horses; or (ix) attempt to gain unauthorized access to Rhino.fi’s systems or networks. Portions of the Services may include notices of open source or similar licenses, and you will comply with such licenses.

We reserve the right to suspend, restrict, or terminate access to the Services where we reasonably suspect a breach of this clause.

2.3. Authorized Users. You will not allow any Third Party other than Authorized Users to use the Services. You may permit Authorized Users to use the Services, provided that you ensure each Authorized User complies with all applicable terms and conditions of this Agreement, any applicable Order Form and the Service Conditions. You are responsible for acts or omissions by Authorized Users in connection with using the Services, including any consumption of Flow Credits attributable to them. You will, and will require all Authorized Users to, use all reasonable means to secure user names, passwords, API keys, hardware, and software used to access the Services in accordance with standard security protocols (e.g., multi-factor authentication), and will immediately notify us if you know or reasonably suspect that any user name, password, or API key has been compromised. Rhino.fi will not be liable, and you will be solely responsible, for (A) any unauthorized access, damage or loss that may occur through the use or misuse of your user names, passwords, API keys, hardware or software; or (B) any activities that occur under any account issued to or created by you in connection with your use of the Services, including any unauthorized access or use of any such account, in each case, except to the extent proven to have been directly caused by Rhino.fi’s gross negligence, willful misconduct, or fraud. Rhino.fi may process personal information about you and Authorized Users’ use of the Services in accordance with our privacy policy available at https://rhino.fi/legal-policies-and-documentation/privacy-policy.

2.4. Third-Party Services. Certain features and functionalities within the Services may allow you or your Authorized Users to interface or interact with, access, or use compatible third-party services, products, software, technology, and content (collectively, “Third-Party Services”) through or integrated with the Services. We do not provide the Third-Party Services and are not responsible for any compatibility issues, errors, or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Your use of any Third-Party services is at your own risk. You are solely responsible for obtaining any associated licenses and consents to the extent necessary for you to use the Third-Party Services in connection with the Services. Your use of the Third-Party Services may be subject to separate terms and conditions set forth by the provider (including disclaimers or warnings), separate fees or charges, or a separate privacy notice. You are responsible for understanding and complying with any such terms.

2.5. Service Notices. If Rhino.fi learns or reasonably suspects that you are violating your obligations under this Agreement, Rhino.fi will notify the contact details you have provided to us in the applicable Order Form or otherwise by email (the “Service Notice”) and request that you take appropriate action, including ceasing problematic usage, changing a configuration, updating account credentials or removing certain of Your Data. If you fail to comply with a Service Notice within the time period set forth in the Service Notice, Rhino.fi may block your access to the Services until the requested action is taken. If you fail to take the required action within ten (10) days or fail to comply with your obligations under clauses 2 and/or 6 on two (2) or more occasions during any rolling twelve (12) month period, Rhino.fi may terminate the Agreement immediately. Without limiting the foregoing, Rhino.fi may suspend your access immediately if your or any Authorized User’s use may (i) create a security risk; (ii) violate any Applicable Laws; (iii) breach this Agreement; or (iv) subject us or any third party to liability. All limitations of access, suspensions, and terminations for cause shall be made in Rhino.fi’s sole discretion and Rhino.fi shall not be liable to you or any Third Party for any suspension or termination of your account or access to the Services. Rhino.fi may block access to the applicable Services or terminate accounts of repeat infringers. Suspension under this clause does not relieve you of your obligation to pay the Subscription Fee for the period of suspension, and no FC Allowance shall accrue in respect of any Billing Period (or part of it) during which your access is suspended under this clause or clause 3.9.

2.6. Reservation of Rights. No Intellectual Property Rights of either you or Rhino.fi are transferred or licensed under this Agreement except as expressly set out in this clause. Rhino.fi (and its licensors) shall retain and own all Intellectual Property Rights in the Services, and Rhino.fi grants you a non-exclusive, non-transferable and non-sublicensable licence during the Term to use those Intellectual Property Rights to the extent reasonably necessary for you to receive, and enjoy the benefit of, the Services in accordance with this Agreement.

2.7. Security Measures. Rhino.fi has implemented technical and organizational measures to ensure the security and integrity of the Services consistent with industry standard practices. These safeguards will include measures for preventing unauthorized access, use, modification, deletion, and disclosure of Your Data by Rhino.fi personnel. However, you are responsible for the accuracy, legality, and appropriateness of Your Data, and for adequate security, protection and backup of Your Data when in your possession or control.

2.8. Network Fees. We may offer as an add-on service the ability to automatically transmit to blockchain protocols or networks any required network fees (e.g., gas fees) in connection with actions you or your Authorized Users perform using your applications or services. You agree by using the service that you are solely responsible for any network fees transmitted on behalf of you or your Authorized Users, and it is at your sole discretion whether to seek compensation from your Authorized Users for such network fees. Amounts transmitted under this clause constitute Pass-Through Costs and are recharged to you in accordance with clause 3.4. You are responsible for your compliance with Applicable Laws and regulations (including any anti-money laundering and know-your-customer requirements) in using Rhino.fi’s services to transmit network fees for you or your Authorized Users.

2.9. Copyright & Trademark Notices. The Services may contain material including software, text, images, recordings, or audiovisuals that are owned by us or licensed by third parties. You agree to maintain and not remove or obscure any copyright, trademark, logos, or other proprietary notices in the Services or associated media.

2.10. MEV Protection. We offer MEV protection functionality as part of the Services, which involves routing blockchain transactions through Third-Party service providers that mitigate negative effects associated with front-running, sandwich attacks, and other forms of transaction manipulation. While the MEV protection functionality is designed to enhance the reliability and fairness of transaction ordering for you and your Authorized Users, we do not guarantee that all forms of MEV or transaction manipulation will be prevented. The MEV protection service is provided on an “as is” basis without warranties of any kind.

2.11. Blockchain network congestion. You acknowledge that blockchain networks may experience congestion and variable confirmation and settlement times. Rhino.fi will use commercially reasonable efforts to process Transfers promptly; however, Rhino.fi does not guarantee any transaction processing or settlement time. To the extent a Transfer is delayed due to congestion or other blockchain network conditions, Rhino.fi shall not be liable for any losses arising solely from such delay and, for the avoidance of doubt, any such delay shall not of itself place the Principal at risk of loss.

2.12. Source Reorganisation. If, due to a reorganisation, fork or similar event on the source blockchain network (a “Source Reorg”), Rhino.fi does not receive (or does not retain final settlement of) the relevant Principal amount on the source blockchain network, but Rhino.fi has already initiated or completed the corresponding payout or Transfer of the Principal (or its equivalent) on the destination blockchain network for the benefit of and at the request of the Client or an Authorized User (a “Destination Payout”), the Client shall, within 24 hours of Rhino.fi’s notice (or such other period specified by Rhino.fi acting reasonably), re-transfer to Rhino.fi the full amount of the relevant Principal (or such other amount notified by Rhino.fi to reflect the Destination Payout and any applicable fees) to the wallet address designated by Rhino.fi. If the Client fails to do so within that period, the Client shall be immediately liable to Rhino.fi for the full amount of such Principal (and any associated fees, costs and reasonable expenses incurred by Rhino.fi in connection with recovery), and Rhino.fi may set-off such amounts against any sums otherwise payable to the Client.

2.13. Destination Reorganisation. If, due to a reorganisation, fork or similar event on the destination blockchain network (a “Destination Reorg”), the Client or an Authorized User does not receive (or does not retain final settlement of) a Destination Payout, and the relevant Principal remains in Rhino.fi’s control or possession, Rhino.fi shall, within 72 hours of written notice by the Client of the Destination Reorg (or such other period as is commercially reasonable), re-transfer or re-initiate the relevant Destination Payout (or, where applicable, return the relevant Principal excluding any applicable fees to the Client) using the wallet address details provided by the Client. If Rhino.fi fails to do so within such period, Rhino.fi’s liability (if any) shall be limited to the amount of the relevant Principal.

2.14. No Reliance on Third Parties. The Client acknowledges that Rhino.fi may (but is not obliged to) seek recovery or compensation from third parties in connection with a Source Reorg or Destination Reorg, and that any such recovery is not guaranteed. The Client’s obligations under clause 2.12 are not conditional upon Rhino.fi pursuing or obtaining any third-party recovery.

2.15. Transaction Irreversibility and Internal Recovery. You acknowledge that Cross-Chain Transfers, once initiated and confirmed on the respective blockchains, are generally irreversible. In the event of a Failed Transaction, we shall utilize our internal recovery processes to help you recover your transaction. However, we do not guarantee successful recovery in all instances, nor are we liable for any losses arising from such a situation including from the inherent irreversibility of blockchain transactions or network congestion.

2.16. Suspension Rights. Access to certain features of the Services, including any 1:1 Stablecoin Swaps, may be provided on a discretionary basis and may be subject to limits, review, suspension, or withdrawal at any time. We may, acting reasonably, suspend, restrict, or review access to such features where we consider it necessary to protect the stability, integrity, or commercial viability of the Services, including in circumstances of material market volatility, depegging events, liquidity constraints, market disruption, or other exceptional market conditions. Where any such suspension continues for a prolonged period, any recurring fees specifically associated with the affected feature will be suspended for the duration of the suspension. Where the affected feature is an Extension for which no separate recurring fee is identified in the Order Form, and the suspension continues for more than thirty (30) consecutive days, the Subscription Fee shall be reduced for the duration of the suspension by the amount (if any) attributed to that Extension in the Order Form. Access to such features should not be relied upon as continuously available or as a guaranteed service.

2.17. Usage Limits. Your Tier is subject to the usage limits set out in the Order Form, which may include limits on the number of SDAs, supported blockchain networks or digital assets. Where your usage exceeds, or Rhino.fi reasonably anticipates that it will exceed, any such limit, Rhino.fi may (i) charge the applicable Overage Rate or the excess-usage rate specified in the Order Form; (ii) require you to effect a Mid-Term Upgrade in accordance with clause 11.6; or (iii) on not less than ten (10) days’ written notice, decline to provision further SDAs or other resources in excess of the limit. Rhino.fi will not exercise its rights under (iii) before first notifying you and offering you the opportunity to effect a Mid-Term Upgrade.

3. FEES AND PAYMENT.

3.1. Fees. You will pay Rhino.fi:

1. the Subscription Fee applicable to your Tier;

2. any amounts payable in respect of Overages, calculated at the Overage Rate;

3. any one-off, set-up or non-recurring charges for Extensions, as set out in the Order Form;

4. any Pass-Through Costs; and

5. in respect of Legacy PAYG Services only, the transaction-based fees agreed between the Parties and notified to you through the API, the Console or the Documentation,

(together, the “Fees”). Save as expressly provided in clauses 7.2, 11.5 and 15.12(c), all Fees are non-refundable. Fees shall be paid without set-off, counterclaim, withholding or deduction, save for any set-off exercised by Rhino.fi under clause 2.12.

3.2. Flow Credits and Overages.

1. Consumption of the Services is measured in Flow Credits, determined in accordance with the FC Methodology.
   
   

2. Your Tier includes the FC Allowance for each Billing Period. Consumption up to and including the FC Allowance in a Billing Period is included in the Subscription Fee and incurs no additional charge.
   
   

3. Consumption in excess of the FC Allowance in a Billing Period constitutes an Overage and is charged at the Overage Rate.
   
   

4. Unused Flow Credits do not carry forward to any subsequent Billing Period and are not refundable, exchangeable or convertible into any credit, discount or other benefit. Flow Credits have no monetary value save as a means of calculating Fees under this Agreement.
   
   

5. Rhino.fi’s records of Flow Credit consumption shall be determinative save in the case of manifest error. Rhino.fi will make consumption data available to you through the Console. If you wish to dispute any Overage, you must notify Rhino.fi in writing within fifteen (15) days of the date of the invoice in which it appears, giving reasonable detail of the basis of the dispute; you shall pay all undisputed amounts on the due date and the Parties shall resolve the disputed amount in good faith.
   
   

6. Rhino.fi may amend the FC Methodology on not less than thirty (30) days’ written notice to you, such amendment to take effect from the start of the next Billing Period following expiry of that notice. Where an amendment to the FC Methodology would, applied to your consumption in the three (3) Billing Periods immediately preceding the notice, have increased your Flow Credit consumption by more than ten per cent (10%), you may terminate this Agreement (or, where you subscribe to more than one Tier, the affected Tier) by written notice given within thirty (30) days of Rhino.fi’s notice, such termination to take effect on the date the amendment would otherwise have taken effect, and clause 11.2 shall not apply to such termination. Rhino.fi shall refund a pro-rated amount of any Subscription Fee paid in advance in respect of any period after the effective date of such termination.
   
   

3.3. Subscription billing. This clause 3.3 applies to each Tier other than the Enterprise Tier.

1. First invoice. On or shortly after the Effective Date, Rhino.fi shall issue an invoice for (i) the Subscription Fee in respect of the period from the Effective Date to the last day of the calendar month in which the Effective Date falls, pro-rated on a daily basis by reference to the actual number of days in that calendar month; and (ii) any one-off, set-up or non-recurring charges for Extensions agreed in the Order Form.
   
   

2. Month-end exception. Where the Effective Date falls within the last five (5) calendar days of a calendar month, no invoice shall be issued under clause 3.3(a) and the amounts referred to in clauses 3.3(a)(i) and 3.3(a)(ii) shall instead be included in the first invoice issued under clause 3.3(c).
   
   

3. Subsequent invoices. On or around the last day of each calendar month, Rhino.fi shall issue an invoice for (i) the Subscription Fee in respect of the following calendar month, payable in advance; and (ii) any amounts payable in respect of Overages and any Pass-Through Costs incurred in the Billing Period then ending, payable in arrears.
   
   

4. Tiers with no Subscription Fee. Where the Order Form specifies no Subscription Fee for your Tier, clauses 3.3(a) to 3.3(c) shall apply only in respect of Overages, Pass-Through Costs and charges for Extensions, and no invoice shall be issued in respect of a Subscription Fee.
   
   

5. No effect on Term. The Subscription Fee is invoiced monthly for administrative convenience only. Your commitment to your Tier is for the Term, and monthly invoicing does not confer any right to terminate this Agreement or to cease paying the Subscription Fee otherwise than in accordance with clause 11, clause 3.2(f) or clause 15.12(c).
   
   

3.4. Pass-Through Costs. Pass-Through Costs are recharged to you at cost, without mark-up unless a mark-up is expressly stated in the Order Form, and are invoiced in arrears in accordance with clause 3.3(c)(ii). Rhino.fi will make available, through the Console or on written request, reasonable supporting detail of Pass-Through Costs charged in any Billing Period.

3.5. Enterprise Tier. Notwithstanding clause 3.3, the Subscription Fee, FC Allowance, Overage Rate, minimum commitment, invoicing frequency, invoicing dates and payment terms applicable to the Enterprise Tier shall be as agreed between the Parties and set out in the applicable Order Form. Clauses 3.3 and 3.7 shall not apply to the Enterprise Tier to the extent inconsistent with that Order Form. Clauses 3.1, 3.2 and 3.4 apply to the Enterprise Tier save to the extent expressly varied in that Order Form.

3.6. Legacy PAYG Services. This clause 3.6 applies only in respect of Legacy PAYG Services.

1. Fees for Legacy PAYG Services shall be invoiced monthly in arrears, based on the per-transaction pricing notified to you through the API, the Console or the Documentation, or as otherwise agreed in advance between the Parties in writing.
   
   

2. Clauses 3.2, 3.3 and 3.5 do not apply to Legacy PAYG Services, and no Subscription Fee, FC Allowance or Overage Rate applies to them.
   
   

3. Rhino.fi may, on not less than sixty (60) days’ written notice expiring no earlier than the end of the then-current Term, require you to migrate from Legacy PAYG Services to a Tier. Where Rhino.fi gives such notice, the Parties shall agree an Order Form in respect of the applicable Tier before the expiry of the notice. If no Order Form is agreed by that date, either Party may terminate this Agreement with effect from the expiry of the notice, and clauses 11.2 and 11.3 shall not apply to such termination.
   
   

4. Nothing in this clause 3.6 obliges Rhino.fi to continue to make Legacy PAYG Services available beyond the then-current Term, and Legacy PAYG Services may be discontinued in accordance with clause 3.6(c) or clause 11.
   
   

3.7. Invoices and payment. Except as provided in clause 3.5, you shall pay all amounts set out in an invoice within ten (10) days of the invoice date.

3.8. Changes to Fees. The Fees applicable to your Tier are fixed for the then-current Term. Rhino.fi may change the Subscription Fee, FC Allowance, Overage Rate or any other Fee with effect from the start of a Renewal Term by giving you not less than sixty (60) days’ written notice before the end of the then-current Term. If you do not wish to accept the change, you may give notice of non-renewal under clause 11.2 at any time up to thirty (30) days after the date of Rhino.fi’s notice, notwithstanding the ninety (90) day notice requirement in that clause, and the change shall not apply to you. This clause 3.8 does not limit Rhino.fi’s right to charge Overages, Pass-Through Costs or charges for Extensions requested by you during the Term, or to amend the FC Methodology in accordance with clause 3.2(f).

3.9. Payment mechanics. Payments due to Rhino.fi under this Agreement must be made in U.S. dollars or such other currency as is specified in the applicable Order Form (or, in respect of Legacy PAYG Services, as notified through the API or Console) by wire transfer of immediately available funds to an account or wallet designated by us, or such other payment method mutually agreed by the Parties in writing. Neither Party will have the right to set off, discount, or otherwise reduce or refuse to pay any undisputed amounts due to the other Party under this Agreement, save for any set-off exercised by Rhino.fi under clause 2.12. If you fail to make any payment when due, (i) Rhino.fi reserves the right to charge interest on the overdue amount at the Bank of England base rate from time to time plus eight per cent (8%) per annum, accruing daily from the due date until payment in full, or the highest rate permitted by Applicable Laws if lower, and (ii) Rhino.fi may, on written notice, suspend your access to the Services until payment in full is received. You will reimburse Rhino.fi for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.

3.10. Automatic billing. If you have signed up for automatic billing, you agree that we may charge your selected payment method (e.g., credit card) for any Fees on the applicable payment date, including any applicable taxes, and on a recurring basis until this Agreement terminates or expires in accordance with clause 11. You agree to provide accurate and updated name, company name, address, and billing information. If we cannot charge your selected payment method for any reason (such as card expiration or insufficient funds), you will remain responsible for any uncollected amounts, and we will attempt to charge you after you update your payment method information. In accordance with Applicable Laws, we may update information regarding your selected payment method if provided such information by your financial institution. Fees shall not be contingent upon any as-yet-unreleased functionality or features or any statements not set forth in this Agreement or the Order Form. For clarity, the Fees do not include any fees owed to any Third Party or for Third Party services other than Pass-Through Costs.

3.11. Taxes. You are responsible for all sales, use, ad valorem and excise taxes, value added, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, multinational, or local governmental regulatory authority on any amount payable by you to Rhino.fi. All Fees are exclusive of such taxes. In the event that you are required to deduct or withhold any taxes from the amounts payable to Rhino.fi hereunder, you will pay an additional amount, so that Rhino.fi receives the amounts due to it hereunder in full, as if there were no withholding or deduction.

4. CONFIDENTIAL INFORMATION.

4.1. Each Party receiving information (the “Receiving Party”) shall: (i) keep confidential any information that is confidential in nature concerning the other Party and/or its Affiliates (including any negotiated terms and prices, business, affairs, customers, clients, suppliers, plans or strategy) which is provided or made available to the Receiving Party under or in connection with this Agreement (“Confidential Information”); and (ii) not use, or disclose to any person, the Confidential Information, except as permitted by this clause.

4.2. The Receiving Party may: (i) disclose any Confidential Information to any of its employees, officers, representatives, subcontractors or advisers (the “Representatives”) who need to know the relevant Confidential Information for the purposes of the performance of any of the Receiving Party’s obligations, or exercise of any of the Receiving Party’s rights, under this Agreement, provided that the Receiving Party must ensure that each of its Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause as if it were the Receiving Party; (ii) disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and (iii) use Confidential Information only to the extent reasonably necessary to perform its obligations, or exercise its rights, under this Agreement.

4.3. This clause shall bind the Parties during the Term and for a period of five (5) years following termination of this Agreement.

4.4. The terms and conditions of any Order Form, negotiated agreement or pricing proposal (including the Subscription Fee, FC Allowance and Overage Rate) will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or potential acquirers, investors, or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.

5. SUPPORT AND SERVICE LEVELS.

Rhino.fi may provide customer support in accordance with the service descriptions and support targets set out in the applicable Order Form, which may differ by Tier. Rhino.fi will use its reasonable endeavours to meet any response-time targets so specified. Save where the Order Form expressly states otherwise, such descriptions and targets are provided on a best-efforts basis only, are not service level commitments, and a failure to meet them will not of itself constitute a breach of this Agreement. Where Rhino.fi persistently and materially fails to meet the response-time targets specified for your Tier, the Parties shall discuss the position in good faith with a view to agreeing a remedial plan.

6. YOUR MATERIALS AND DATA.

6.1. As between you and Rhino.fi, you own and retain all right, title, and interest in and to all Your Data.

6.2. You hereby grant Rhino.fi a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, and modify Your Data solely for the purpose of hosting, providing, operating, and improving the Services and Rhino.fi’s other related products, services, and technologies during the Term or as otherwise required by Applicable Laws. Rhino.fi may generate and use Platform Data to provide, operate, and improve the Services or for any lawful purpose.

6.3. You represent and warrant that you have obtained and will obtain and continue to have, during the Term, all necessary rights, authority, consents, and licenses for the access to and use of Your Data (including any personal data provided or otherwise collected pursuant to your privacy policy) as contemplated by this Agreement.

6.4. You represent and warrant that Rhino.fi’s access or receipt of Your Data in accordance with this Agreement will not violate any Applicable Laws or cause a breach of any agreement or obligations between you and any Third Party.

6.5. Rhino.fi will process any personal data that Rhino.fi receives in connection with this Agreement by you or on your behalf, in accordance with any Applicable Laws.

7. REPRESENTATIONS AND WARRANTIES.

7.1. Mutual. Each Party represents and warrants to the other Party as of the Effective Date that (i) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; and (ii) the execution and performance of this Agreement are within the corporate powers of such Party, have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement.

7.2. Rhino.fi Warranties. Rhino.fi represents and warrants that (i) it will provide the Services in a professional and workmanlike manner in accordance with industry standards; and (ii) the Services will substantially conform to the Documentation. Rhino.fi’s sole obligation, and your sole and exclusive remedy, for a breach of the foregoing warranty shall be that Rhino.fi shall use reasonable endeavours to remedy the breach and, where it fails to do so within thirty (30) days of your written notice, shall refund a pro-rated amount of the Subscription Fee (or, in respect of Legacy PAYG Services, of the Fees) paid in respect of the period during which the breach was ongoing. For the avoidance of doubt, the refund shall be calculated from the date on which you notify Rhino.fi in writing of such breach in accordance with clause 15.3 until the date that such breach is remedied or this Agreement is terminated, whichever is earlier.

8. INDEMNIFICATION.

YOU SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS RHINO.FI AND OUR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, INDEPENDENT CONTRACTORS, EMPLOYEES AND AGENTS (TOGETHER, THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, LEGAL FEES (INCLUDING REASONABLE ATTORNEYS’ FEES) AND RELATED COSTS AND EXPENSES (TOGETHER, “LOSSES”), WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, TO THE EXTENT ARISING OUT OF OR IN CONNECTION WITH ANY THIRD-PARTY CLAIM, ACTION, SUIT OR PROCEEDING BROUGHT AGAINST ANY INDEMNIFIED PARTY THAT RESULTS FROM, RELATES TO, OR IS ATTRIBUTABLE (IN WHOLE OR IN PART) TO (I) YOUR BREACH OF THIS AGREEMENT AND/OR (II) YOUR USE OF THE SERVICES OR ACTIVITIES IN CONNECTION WITH YOUR USE OF THE SERVICES.

9. WARRANTY; DISCLAIMER.

TO THE FULLEST EXTENT PERMITTED BY LAW AND SAVE AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SERVICES (INCLUDING ANY RELATED SOFTWARE, DOCUMENTATION AND OTHER RHINO.FI MATERIALS) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. RHINO.FI GIVES NO WARRANTIES OR REPRESENTATIONS TO YOU, YOUR AUTHORIZED USERS OR ANY OTHER PERSON IN RESPECT OF THE SERVICES OR SUCH MATERIALS, OR ANY OTHER SERVICES OR MATERIALS PROVIDED BY OR ON BEHALF OF RHINO.FI. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES AND REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED) ARE EXCLUDED, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OR TERMS OF SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, CUSTOM OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, RHINO.FI DOES NOT WARRANT THAT THE SERVICES OR ANY RHINO.FI MATERIALS OR THE INTERNET, NETWORKS, ANY BLOCKCHAIN NETWORK, SYSTEMS INFRASTRUCTURE OR OTHER THIRD-PARTY SERVICES ON WHICH THE SERVICES RELY WILL BE FREE FROM ERRORS OR DEFECTS OR WILL OPERATE WITHOUT INTERRUPTION. YOU USE THE SERVICES AT YOUR OWN RISK AND ARE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR USE OF (OR RELIANCE ON) THE SERVICES. YOU ACKNOWLEDGE THAT DIGITAL ASSETS AND CRYPTOASSETS ARE VOLATILE AND THAT BLOCKCHAIN NETWORK COSTS, FINALITY, SETTLEMENT TIMES AND SPEEDS VARY AND ARE OUTSIDE RHINO.FI’S CONTROL, AND YOU ACCEPT ALL RISKS ASSOCIATED WITH USING THE SERVICES TO INTERACT WITH BLOCKCHAIN NETWORKS.

10. LIMITATIONS OF LIABILITY.

10.1. EXCEPT IN RESPECT OF: (I) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; (III) LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW; OR (IV) A BREACH OF YOUR PAYMENT OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE, OR FOR ANY LOSS OF INCOME, DATA, FUNDS, ASSETS, PROFITS, REVENUE, GOODWILL OR REPUTATION, ANY BUSINESS INTERRUPTION, OR ANY COST OF COVER OR PROCUREMENT OF SUBSTITUTE SERVICES, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY OR OTHERWISE, AND WHETHER OR NOT THE POSSIBILITY OF SUCH LOSS WAS FORESEEN OR ADVISED.

10.2. GENERAL LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SAVE FOR CLAIMS ARISING UNDER CLAUSE 2.2 (USE RESTRICTIONS), CLAUSE 2.6 (RESERVATION OF RIGHTS), CLAUSE 2.12 (SOURCE REORGANISATION), CLAUSE 4 (CONFIDENTIALITY) AND CLAUSE 8 (INDEMNIFICATION), THE AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO RHINO.FI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, IRRESPECTIVE OF THE LEGAL OR EQUITABLE BASIS OF THE CLAIM AND WHETHER OR NOT RHINO.FI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WHERE THE EVENT GIVING RISE TO THE CLAIM OCCURS IN THE FIRST TWELVE (12) MONTHS OF THE TERM, THE CAP SHALL BE THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE IN THAT PERIOD; AND (B) THE AGGREGATE SUBSCRIPTION FEE PAYABLE FOR TWELVE (12) MONTHS AT THE RATE APPLICABLE ON THE EFFECTIVE DATE.

11. TERM AND TERMINATION.

11.1. Term. This Agreement commences on the Effective Date and expires at the end of the initial term detailed in the relevant Order Form (the “Initial Term”). Following the Initial Term, this Agreement will automatically renew for successive one (1) year periods (each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless either Party provides the other with written notice of its intent not to renew at least ninety (90) days prior to the end of the then-current Term. If no Order Form applies (including in respect of Legacy PAYG Services provided without an Order Form), the Term runs from the Effective Date until terminated by either Party on not less than thirty (30) days’ written notice, or otherwise in accordance with this clause 11.

11.2. Termination by You. You may terminate this Agreement by providing Rhino.fi with at least ninety (90) days’ written notice of your intent not to renew this Agreement prior to the end of the Initial Term or then-current Renewal Term, as applicable, with termination effective at the end of that contracted period. This clause does not apply to a termination by you under clause 3.2(f), clause 3.6(c), clause 11.1 (where no Order Form applies), clause 11.3 or clause 15.12(c).

11.3. Termination for Breach. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.

11.4. Tier Changes. You may change your Tier during the Term only in accordance with clause 11.6 (Mid-Term Upgrades) or clause 11.7 (Mid-Term Downgrades). Any change to the Enterprise Tier, and any change to or from the Enterprise Tier, shall be as agreed between the Parties in writing and recorded in a new or amended Order Form, and clauses 11.6 and 11.7 shall not apply to such a change except to the extent that Order Form so provides. A Client receiving Legacy PAYG Services may move to a Tier only by entering into an Order Form, and clauses 11.6 and 11.7 do not apply to such a move.

11.5. Termination by Rhino.fi. Rhino.fi may terminate this Agreement by giving you fourteen (14) days’ written notice. Where Rhino.fi terminates under this clause 11.5, Rhino.fi will refund a pro-rated amount of any Subscription Fee or other Fees paid in advance for the unused portion of the Term, notwithstanding clause 3.1. This clause 11.5 does not affect your obligation to pay Fees in respect of Overages, Pass-Through Costs and Services consumed up to the effective date of termination.

11.6. Mid-Term Upgrades. You may upgrade elements of the Services, such as FC Allowance or usage limits, during the Term by subscribing to a higher-priced Tier (a “Mid-Term Upgrade”). Subject to clause 3, if you request a Mid-Term Upgrade: (i) we will invoice you on a pro rata basis for any Fees due in respect of the remainder of the then-current Billing Period which remain unpaid as at the date you are given access to the higher-priced Tier; (ii) from the date you are given access to the higher-priced Tier, the Subscription Fee, FC Allowance and Overage Rate for that Tier shall apply and shall be invoiced in accordance with clause 3.3, and a new twelve (12) month Term shall commence, replacing the then-current Term, and shall renew for successive one (1) year periods in accordance with clause 11.1 unless otherwise agreed in writing; (iii) the FC Allowance for the Billing Period in which the Mid-Term Upgrade takes effect shall be apportioned on a daily basis between the FC Allowance of the previous Tier and that of the higher-priced Tier, and any Overage accrued before the effective date of the Mid-Term Upgrade shall be charged at the Overage Rate applicable to the previous Tier; and (iv) you will receive access to the Services included in the higher-priced Tier as soon as practically possible provided that any payments due under this clause and clause 3 are paid in full.

11.7. Mid-Term Downgrades. You may downgrade elements of the Services, such as FC Allowance or usage limits, during the Term by subscribing to a lower-priced Tier (a “Mid-Term Downgrade”). Subject to clause 3, if you request a Mid-Term Downgrade: (i) you will pay or continue to pay any amounts owed for the remainder of the then-current Term and will continue to have access to the then-current Tier, at the Subscription Fee, FC Allowance and Overage Rate applicable to that Tier; (ii) once the Term of your current Tier has expired, you shall be invoiced in accordance with clause 3 and a new twelve (12) month Term shall commence and shall renew for successive one (1) year periods in accordance with clause 11.1 unless otherwise agreed in writing; and (iii) you will lose access to the then-current Tier at the end of the then-current Term, and reduced access under the lower-priced Tier, together with the FC Allowance, Overage Rate and usage limits applicable to it, will commence from the start of the new Term.

11.8. Survival. Clauses 1, 2.2, 2.6, 2.9, 2.12, 3, 4, 6, 7.2, 8, 9, 10, 11.8, 11.9, 12, 13, 14 and 15 shall survive expiry or termination of this Agreement, together with any other provision which expressly or by implication is intended to come into or continue in force on or after expiry or termination.

11.9. Effect of Termination. Upon expiration or termination of this Agreement: (i) the rights granted pursuant to clause 2.1 will terminate; and (ii) each Party will return or destroy, at the disclosing Party’s sole option, all Confidential Information of the other Party in its possession or control, including permanent removal of such Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in its possession or under its control, and at the disclosing Party’s request, certify in writing that the Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted, provided that each Party may retain copies of Confidential Information to the extent required by Applicable Law or its bona fide internal record-retention or backup policies, in which case clause 4 shall continue to apply to such copies for so long as they are retained. No expiration or termination will affect your obligation to pay all outstanding Fees (including Overages and Pass-Through Costs accrued up to the effective date of termination) or entitle you to any refund save as expressly provided in clauses 3.2(f), 7.2, 11.5 and 15.12(c).

12. LEGACY PROVISIONS: HANDLING OF INADVERTENTLY RECEIVED USER FUNDS

This clause 12 applies solely in respect of legacy business-to-consumer (B2C) services previously offered by Rhino.fi and is not applicable to any current or future Services. For the avoidance of doubt, this clause 12 does not apply to Legacy PAYG Services, which are business-to-business Services provided under this Agreement.

12.1. No Custody; Exception. Legacy Rhino.fi services operate on a non-custodial basis. However, if for any reason user funds (whether fiat or digital assets) are sent to, received by, or otherwise come into the possession or control of Rhino.fi (including to any address or account controlled by Rhino.fi) other than as intended via non-custodial smart contracts, Rhino.fi will not treat such funds as its property or as revenue.

12.2. Transfer to Service Provider. Rhino.fi may decide to transfer such funds to a vetted third-party service provider that operates a claims and restitution process designed to return funds to their rightful owners.

12.3. Claims and Outreach. Rhino.fi or the service provider will maintain a claims process and make reasonable efforts to contact affected users and return funds, subject to Applicable Law.

12.4. Verification and Compliance. Return of funds will be subject to verification of rightful ownership and compliance with Applicable Laws (including sanctions, anti-money laundering and counter-terrorist financing requirements) and any law-enforcement holds or court orders.

12.5. Unclaimed Funds. If funds remain unclaimed after the periods required by applicable unclaimed-property or escheatment laws, Rhino.fi or the service provider may handle them as permitted by law.

12.6. No Ongoing Custodial Obligation. This clause 12 does not create any agreement for Rhino.fi to provide custody in its current Services as described in clause 1.6 or future Services it may provide.

12.7. Fees and Costs. To the extent permitted by Applicable Law, Rhino.fi or, if engaged, the service provider may deduct reasonable administrative fees and out-of-pocket expenses from unclaimed funds to cover administration, outreach, compliance, custody/segregation, or other costs related to the process.

13. JURISDICTION

13.1. Mandatory Arbitration of Unresolvable Disputes. In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the Parties will attempt to reach a resolution satisfactory to both Parties. If the Parties do not reach settlement within sixty (60) days, the Parties agree any dispute, claim, or controversy arising out of or relating to this Agreement, including the question of arbitrability (collectively, “Dispute”) will be resolved by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. The Parties agree that any Dispute shall be governed by arbitration under the LCIA Rules (the “Rules”) and an arbitrator appointed in accordance with the Rules. The language of arbitration shall be English. Notwithstanding the foregoing, each Party (i) may seek to resolve a Dispute in small claims court if it qualifies; and (ii) may seek preliminary injunctive or equitable relief from a court pending final decision by the arbitrator, provided that the instituting Party shall seek an order to file the action under seal (or at a minimum with respect to any Confidential Information or trade secrets). A permanent injunction or damages may only be awarded by the arbitrator. Nothing in this clause 13.1 prevents either Party from commencing proceedings for the recovery of undisputed sums due under clause 3.

13.2. Arbitral Forum. Any arbitration hearings will take place in London, United Kingdom. The Parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of the arbitration agreement.

13.3. Injunctive and Declaratory Relief. Except as provided above, the arbitrator shall determine all issues of liability on any claim asserted by either Party and may award declaratory or injunctive relief only in favor of the individual Party seeking relief. To the extent that either Party prevails on a claim and seeks public injunctive relief (i.e., with the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief shall be litigated in a court of competent jurisdiction and not in arbitration; provided that litigation of any public injunctive relief shall be stayed pending the outcome of arbitration.

13.4. Class Action Waiver. YOU AND RHINO.FI AGREE TO BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the Parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding.

13.5. Injunctive Relief. Notwithstanding the provisions of this clause, nothing in this Agreement will prevent either Party from seeking injunctive relief with respect to a violation of Intellectual Property Rights, confidentiality obligations, or enforcement or recognition of any award or order in any appropriate jurisdiction.

14. GOVERNING LAW & COURTS OF CHOICE

14.1. Governing Law. This Agreement and any dispute or claim arising out of, or in connection with, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

14.2. Jurisdiction. Subject to clause 13, the Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation.

15. GENERAL

15.1. Entire Agreement; Order of Precedence. This Agreement, including any exhibits and any Order Form, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. In the event of any conflict or inconsistency between the documents comprising this Agreement, the following order of precedence shall apply, with the document listed first prevailing to the extent of the conflict: (i) the Order Form (including any Order Form for the Enterprise Tier); (ii) these Terms of Service; and (iii) the Documentation. For the avoidance of doubt, no amendment to these Terms of Service made under clause 15.12 varies the commercial terms recorded in an Order Form, including the Subscription Fee, FC Allowance, Overage Rate, Extensions and usage limits.

15.2. Publicity. You hereby grant Rhino.fi a right and license to (i) use your name and logo on its website; (ii) use a general description of your relationship with Rhino.fi in press releases and other marketing and promotional materials and appearances; and (iii) use you upon reasonable request as a reference account and for other marketing events including with press, analysts, and Rhino.fi’s existing or potential investors or customers. Any such use will be consistent with any branding guidelines provided by you and shall in no way demean or disparage you. Rhino.fi shall not disclose the Subscription Fee, FC Allowance, Overage Rate or other commercial terms applicable to you in any such use.

15.3. Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be sent, if to Rhino.fi, to legal@rhino.fi; or, if to you, then to the contact information you have provided to Rhino.fi. Invoices and notices of the kind contemplated by clauses 2.5, 3.2(f) and 3.8 may be sent by email to the billing or notice contact stated in the Order Form.

15.4. Waiver. Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.

15.5. Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions will remain in full force and effect.

15.6. Assignment. We may at any time assign, sub-contract, or encumber any right or obligation under this Agreement, in whole or in part, without your consent. You may not assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without our prior written consent.

15.7. Equitable Relief. Each Party agrees that a breach or threatened breach by such Party of any of its obligations under clause 4 or your breach of clause 2.2 would cause the other Party irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, the other Party will have the right to seek immediate equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

15.8. Force Majeure. Neither Party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, which may include labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God.

15.9. Export & Trade Controls. You represent on a continuing basis that neither you nor any person that owns or controls you is located in, or organised under the laws of, any comprehensively sanctioned jurisdiction (including Cuba, Iran, North Korea, Syria and the restricted regions of Ukraine) (“Restricted Person”), and that you are not subject to sanctions or export controls administered or enforced by the U.S., the EU (or any member state), the UK or any other relevant authority (together, “Trade Controls”). You shall maintain policies and procedures to ensure compliance with Trade Controls and all other Applicable Laws, and you shall not (nor permit any Authorized User to) use the Services in breach of Trade Controls or Applicable Laws, to transact with any Restricted Person, or using funds or assets derived from or connected to any such prohibited transaction. You shall notify Rhino.fi within 24 hours of becoming aware that you or any Authorized User has breached this clause, has violated any Trade Control requirements or has become a Restricted Person.

15.10. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing in this Agreement will be construed to establish any partnership, joint venture or agency relationship between the Parties. Neither Party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other Party’s prior written consent.

15.11. No Third-Party Beneficiaries. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Third Party.

15.12. Changes to Agreement.

1. Rhino.fi may modify these Terms of Service from time to time. Any changes will be posted on our website and these Terms of Service will indicate the date they were last updated. Subject to clause 15.12(b), the changes will become effective thirty (30) days after posting, and by continuing to use the Services after that date you are deemed to have accepted the updated terms.

   
   

2. Where you have entered into an Order Form, any modification which materially and adversely affects your rights, or which increases your payment obligations, shall not take effect in relation to you until the start of your next Renewal Term, unless (i) you agree otherwise in writing; (ii) the modification is required in order to comply with Applicable Law; or (iii) the modification is reasonably necessary to address a security vulnerability or to protect the integrity of the Services. Rhino.fi will give you written notice under clause 15.3 of any modification falling within this clause 15.12(b), in addition to posting it.
   
   

3. If a modification takes effect in relation to you under clause 15.12(a) or clause 15.12(b)(ii) or (iii) and materially and adversely affects your rights or increases your payment obligations, you may terminate this Agreement by written notice given within thirty (30) days after the later of the date of posting and the date of Rhino.fi’s notice, such termination to take effect on the date the modification takes effect. Clause 11.2 shall not apply to such termination and Rhino.fi shall refund a pro-rated amount of any Subscription Fee paid in advance in respect of any period after the effective date of termination.
   
   

4. No modification to these Terms of Service varies the commercial terms recorded in an Order Form, which may be varied only by written agreement between the Parties.
   
   

15.13. Rhino.fi Materials. The text, graphics, images, logos, icons, photographs, editorial content, notices, software, documentation and other materials we provide to you, including the manner in which we arrange or present them (the “Rhino.fi Materials”), are protected by copyright, trade marks and other applicable intellectual property laws. The Rhino.fi Materials are owned by us or our licensors. We grant you a limited right to access, view and use the Rhino.fi Materials for the purpose of using the Services in accordance with this Agreement, but we retain all right, title and interest in and to the Rhino.fi Materials at all times. You may download or print copies of Rhino.fi Materials solely for your internal business purposes in connection with use of the Services. Except as expressly permitted by this Agreement, you shall not (and shall not permit any Third Party to) copy, modify, translate, distribute, publish, display, transmit, sell, license, create derivative works from, or otherwise reproduce or exploit any Rhino.fi Materials, in whole or in part, without our prior written consent. You shall not use, nor permit any Third Party to use, the Rhino.fi Materials in any manner that infringes our or any Third Party’s Intellectual Property Rights or violates Applicable Laws or this Agreement.

15.14. Feedback. If you choose to provide input, suggestions or feedback regarding the Services (“Feedback”), you grant us an unrestricted, perpetual, irrevocable, non-exclusive, fully paid-up and royalty-free right to use, exploit and incorporate that Feedback for any purpose, including to improve the Services and to develop other products and services.

15.15. EXCLUSIVITY. WHERE THE ORDER FORM EXPRESSLY STATES THAT THIS CLAUSE 15.15 APPLIES, THEN DURING THE TERM OR FOR A PERIOD OF THREE (3) YEARS FROM THE EFFECTIVE DATE, WHICHEVER IS SHORTER (THE “EXCLUSIVITY PERIOD”), RHINO.FI SHALL BE YOUR EXCLUSIVE SUPPLIER OF THE SERVICES COMPRISED IN YOUR TIER (THE “EXCLUSIVE SERVICES”), AND YOU SHALL NOT (AND SHALL PROCURE THAT YOUR AFFILIATES DO NOT) PURCHASE OR OBTAIN, DIRECTLY OR INDIRECTLY, ANY EXCLUSIVE SERVICES FROM ANY THIRD PARTY DURING THE EXCLUSIVITY PERIOD. THIS CLAUSE 15.15 DOES NOT APPLY TO: (I) ANY BLOCKCHAIN NETWORK, DIGITAL ASSET OR SERVICE WHICH RHINO.FI DOES NOT SUPPORT OR IS UNABLE TO SUPPLY TO YOU; (II) ANY PERIOD DURING WHICH THE RELEVANT SERVICES ARE SUSPENDED OR UNAVAILABLE UNDER CLAUSE 2.16 OR OTHERWISE; OR (III) ANY SERVICES ACQUIRED BY YOU OR AN AFFILIATE BEFORE THE EFFECTIVE DATE OR ACQUIRED AS A RESULT OF AN ACQUISITION OF, OR MERGER WITH, A THIRD PARTY. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS AGREEMENT RESTRICTS RHINO.FI FROM SUPPLYING SERVICES WHICH ARE THE SAME AS OR SIMILAR TO THE SERVICES TO ANY OTHER CUSTOMER. WHERE THIS CLAUSE 15.15 IS EXPRESSED TO APPLY, IT IS SEVERABLE FROM THE REMAINDER OF THIS AGREEMENT IN ACCORDANCE WITH CLAUSE 15.5.