Legal Whitelisting Agreement

LEGAL WHITELISTING AGREEMENT

This Legal Whitelisting Agreement (Effective Date: ) is entered into as of the Effective Date by and between Whitelisting Provider Name: , with principal address: (hereinafter "Provider"), and Requesting Party Name: , with principal address: (hereinafter "Requesting Party").

RECITALS

WHEREAS, Provider operates and maintains systems, lists and filters that allow designated entities access to, or exemption from restrictions on, specified technical, network, application and administrative controls (the "Whitelist");

WHEREAS, Requesting Party desires that certain entities be added to Provider's Whitelist so that those entities may be permitted access or exemption pursuant to Provider's operational policies; and

WHEREAS, Provider is willing to provide whitelisting services subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Whitelisting" means the action by Provider to record, register or configure identifiers, addresses, domains, accounts or other technical identifiers specified by Requesting Party into Provider's systems so those identifiers receive specified access, bypass, or exemption within Provider's operational or security controls.

1.2 "Entities" means the specific items to be whitelisted, including but not limited to IP addresses, CIDR ranges, domain names, email addresses, wallet addresses, or application identifiers as listed in Exhibit A.

2. SCOPE OF WHITELISTING

2.1 Services. Provider will perform Whitelisting for the Entities submitted by Requesting Party in accordance with the technical specifications and controls described in this Agreement and Exhibit A. Provider's obligations are limited to entering and maintaining the Entities in Provider's own systems and providing confirmation of such entries to Requesting Party.

2.2 Approval and Verification. Provider may require verification steps, proof of control or ownership, and additional information before adding an Entity. Provider reserves the right to refuse any Entity where Provider reasonably determines the request may violate law, interoperability, security or Provider policy.

3. REQUESTING PARTY OBLIGATIONS

3.1 Submission. Requesting Party shall submit Entities to be whitelisted by completing Exhibit A and providing any additional documentation reasonably requested by Provider. Exhibit A below shall constitute the sole list of Entities for the initial whitelisting request unless otherwise agreed in writing.

3.2 Representations. Requesting Party represents and warrants that it has the right to request whitelisting of each Entity, that the Entities do not infringe third party rights, and that the use of any whitelisted Entity will comply with applicable law and Provider policies. Requesting Party shall notify Provider promptly of any change in the status or control of any previously whitelisted Entity.

4. FEES; PAYMENT

4.1 Fees. Provider may charge fees for whitelisting services, expedited processing, maintenance, or reconfiguration. If fees apply, the fee schedule shall be set forth in writing and agreed by the parties. Unless otherwise agreed, Requesting Party shall pay all invoiced fees within thirty (30) days of invoice.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" includes non-public business and technical information disclosed in connection with this Agreement, including Entity lists, system configurations and security measures. Each party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and shall not disclose it except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as this Section.

5.2 Exceptions. Confidential Information does not include information that is publicly known without breach, rightfully received from a third party without restriction, independently developed, or required to be disclosed by law or court order, provided the responding party gives prompt notice and cooperates in any protective measures sought.

6. SECURITY & DATA HANDLING

6.1 Security Measures. Provider shall implement reasonable administrative, technical and physical safeguards appropriate to the nature of the Entities and the services provided to protect against unauthorized access, disclosure or modification.

6.2 Data Use. Provider's use of the Entities is limited to performing whitelisting and related administrative functions. Provider will not use Entities for marketing or other purposes not necessary to perform this Agreement without Requesting Party's prior written consent.

7. TERM; TERMINATION

7.1 Term. This Agreement commences on the Effective Date and continues until terminated in accordance with this Section.

7.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party. Provider may remove whitelisted Entities upon termination, subject to any agreed wind-down period.

7.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification by Requesting Party. Requesting Party shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any third party claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising from Requesting Party's breach of its representations, warranties or obligations under this Agreement, or from the content or use of any whitelisted Entity.

8.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY REQUESTING PARTY TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. REPRESENTATIONS & WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement and the performance of its obligations will not violate any applicable law or agreement binding on such party.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below (or to such other address as a party may designate by written notice). Notices shall be deemed given upon receipt when delivered by hand, certified mail, or overnight courier.

11. AMENDMENT; WAIVER; SEVERABILITY

This Agreement may be amended only by a written document signed by authorized representatives of both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate a valid substitute provision that achieves the original intent to the greatest extent possible.

12. GOVERNING LAW; ENTIRE AGREEMENT; COUNTERPARTS

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified here: , without regard to its conflict of laws rules.

12.2 Entire Agreement. This Agreement, together with any exhibits or documents referenced herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior agreements, understandings and communications relating thereto.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic transmission shall be deemed binding for all purposes.

13. MISCELLANEOUS

The parties acknowledge that Provider's performance may depend on third-party service providers and that Provider may engage subcontractors so long as Provider remains responsible for their performance. Each party shall comply with applicable export control, sanctions and anti-corruption laws in performing obligations under this Agreement.

APPROVALS AND PROCESSING OPTIONS

Requesting Party may indicate desired processing level for the whitelisting request:

Standard processing (no additional fee)

Expedited processing (additional fee may apply)

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