NITINX TERMS OF SERVICE

Last Updated: March 10, 2026

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you,” “your,” or “user”) and NitinX, Inc., a Delaware corporation (“NitinX,” “Company,” “we,” “us,” or “our”), governing your access to and use of the NitinX platform, website (including but not limited to www.nitinx.com), mobile applications, and related services (collectively, the “Services”). 

Please read these Terms carefully before accessing or using the Services. By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. 

THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, WHICH REQUIRE YOU TO RESOLVE DISPUTES WITH NITINX ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT. BY AGREEING TO THESE TERMS, YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN ANY CLASS OR REPRESENTATIVE ACTION.

1. OVERVIEW OF SERVICES

1.1 Description of Services

NitinX operates a precious metal-backed settlement network that enables users to purchase, hold, transfer, and redeem digital tokens backed by physical gold and silver (collectively, “NitinX Tokens” or “Tokens”). Each NitinX gold token represents one troy ounce of physical gold, and each NitinX silver token  represents one troy ounce of physical silver. The physical precious metals underlying the Tokens are custodied in secure U.S. depositories maintained by reputable custodians. NitinX Tokens are issued on the blockchain.

1.2 Services Offered

The Services may include, but are not limited to:

(a) The ability to purchase NitinX Tokens through the NitinX platform using approved payment methods, including stablecoins; 

(b) The ability to hold and manage NitinX Tokens in self-custodial wallets; 

(c) The ability to transfer NitinX Tokens to other verified users; 

(d) The ability to redeem NitinX Tokens for physical precious metals at participating locations within the NitinX affiliate network, subject to applicable markups, fees, redemption requirements, and geographic availability; and

(e) Access to platform features such as portfolio tracking, transaction history, and related informational tools. 

1.3 Changes to Services

We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services. 

1.4 Closed Beta Program

The Services are currently offered in a closed beta phase (the “Beta Program”). During the Beta Program:

(a) Access to the Services is limited to users who have been invited or approved to participate in the Beta Program;

(b) You must successfully complete our account creation and Know Your Customer (“KYC”) verification procedures before accessing any Beta Program features;

(c) Certain features of the Services may be unavailable, limited, or modified during the Beta Program, including but not limited to redemption services;

(d) The Services may contain bugs, errors, or other issues that may affect performance or functionality;

(e) We may change, suspend, or discontinue any aspect of the Beta Program at any time without notice; 

(f) Your participation in the Beta Program does not guarantee access to future versions of the Services; and

(g) NitinX will notify you when the Beta Program is scheduled to terminate. Upon Beta Program termination, you will be required to affirmatively accept the updated Terms of Service as a condition of continued access to the Services.

By participating in the Beta Program, you acknowledge and agree that the Services are provided on an “as is” and “as available” basis during this phase, and you assume all risks associated with using pre-release software and services.

2. ELIGIBILITY AND ACCOUNT REGISTRATION

2.1 Eligibility Requirements

To access or use the Services, you must:

(a) Be at least 18 years of age or the age of legal majority in your jurisdiction, whichever is higher. If NitinX has reason to believe that you do not satisfy this requirement, NitinX may require you to submit documentation to provide evidence of age; 

(b) Be capable of forming a legally binding contract under applicable law. If you are accessing or using the Services on behalf of a corporation, limited liability company, partnership, trust, or other legal entity, you represent and warrant that: (i) you have full authority to bind that entity to these Terms; (ii) the entity has authorized you to act on its behalf in connection with the Services; (iii) the entity independently satisfies each eligibility requirement set forth in this Section; and (iv) all references to “you” and “your” in these Terms apply with equal force to the entity on whose behalf you are acting. NitinX may require documentation confirming your authority to act on behalf of any legal entity; 

(c) Not be a resident of, citizen of, or located in any jurisdiction where the use of the Services would be prohibited by applicable law, regulation, or sanctions; 

(d) Not be listed on any U.S. government or international sanctions list, including but not limited to the Office of Foreign Assets Control’s (“OFAC”) Specially Designated Nationals and Blocked Persons List, the Bureau of Industry and Security’s Denied Persons List, or any equivalent list maintained by the United Nations, European Union, or United Kingdom; 

(e) Not be located in, organized in, or a resident of any country or territory that is subject to comprehensive sanctions by the United States, including Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, or the so-called Luhansk People’s Republic; 

(f) Domestic State and Territorial Restrictions and Money Transmission Licensing. You must not be a resident of, or currently located in, any U.S. state or territory in which NitinX does not have regulatory authorization required by applicable state or territorial law for NitinX to offer the Services to residents of that jurisdiction. A current list of U.S. states and territories in which the Services or specific features of the Services are restricted or unavailable pending NitinX’s licensure (the “Restricted Jurisdiction List”) is published and maintained at www.NitinX.com/states on the NitinX platform. The Restricted Jurisdiction List is updated as NitinX obtains or modifies required licenses and is incorporated into these Terms by reference. You acknowledge and agree that:

(i) accessing or attempting to access the Services from a restricted jurisdiction is a violation of these Terms and may constitute a violation of applicable state law;

(ii) NitinX may use technical means, including IP address detection and geolocation, to identify and block access from restricted jurisdictions;

(iii) using a virtual private network, proxy service, or other means to mask your true location for the purpose of circumventing the restrictions set forth in this subsection (f) is expressly prohibited; and

(iv) NitinX may suspend or terminate your Account without prior notice if it determines that you are located in or accessing the Services from a restricted jurisdiction;

(g) New York Residents. The Services are not currently available to residents of the State of New York;

(h) Texas Residents. The Services are not currently available to residents of the State of Texas;

(i) FinCEN Registration and Federal Compliance. NitinX is registered with the Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Department of the Treasury as a money services business (“MSB”). As a registered MSB, NitinX is required to maintain an anti-money laundering (“AML”) compliance program, file Currency Transaction Reports and Suspicious Activity Reports as required by the Bank Secrecy Act, and implement customer identification and due diligence procedures. Your eligibility to use the Services is conditioned on your cooperation with NitinX’s AML compliance obligations;

(j) KYC Verification. You must successfully complete NitinX's identity verification and Know Your Customer (“KYC”) procedures before accessing any feature of the Services that permits the purchase, transfer, or management of NitinX Tokens. NitinX reserves the right to require enhanced due diligence procedures for accounts that present elevated risk profiles, including accounts associated with high transaction volumes, jurisdictions identified as higher-risk under NitinX’s AML compliance program, or accounts flagged during ongoing transaction monitoring; and

(k) Continuing Eligibility. Eligibility is not a one-time determination made at the time of registration. You represent, warrant, and covenant that each of the requirements set forth in this Section is and will remain satisfied on a continuing basis for so long as you maintain an Account or use the Services. You agree to notify NitinX promptly at support@nitinx.com if any representation made in this Section becomes inaccurate or incomplete. NitinX reserves the right to suspend or terminate any Account at any time, with or without prior notice, upon determining that a user no longer satisfies any eligibility requirement.

2.2 Account Registration

To access certain features of the Services, you must register for an account (“Account”). During the registration process, you agree to:

(a) Provide true, accurate, current, and complete information about yourself as required; 

(b) Maintain and promptly update your registration information to keep it true, accurate, current, and complete; 

(c) Successfully complete all required KYC and Anti-Money Laundering (“AML”) verification procedures as described below; and 

(d) Maintain the confidentiality of your Account credentials and accept responsibility for all activities that occur under your Account. 

2.3 Know Your Customer and Anti-Money Laundering Compliance

You acknowledge and agree that NitinX is required to comply with applicable KYC and AML laws, rules, and regulations. As a condition of using the Services, you agree to:

(a) Submit all required identity verification documentation promptly upon request, including but not limited to government-issued identification, proof of address, and other documentation as we may require; 

(b) Provide accurate and complete information for all verification procedures; 

(c) Cooperate with NitinX and our third-party verification service providers in completing any required verification procedures; and 

(d) Notify us immediately if any information you have provided becomes inaccurate or incomplete. 

We reserve the right to refuse, suspend, or terminate your Account at any time if we are unable to verify your identity, if you fail to complete required verification procedures, if you fail any AML screening, or if we determine in our sole discretion that your use of the Services poses a compliance risk. 

2.4 Account Security

You are solely responsible for maintaining the security and confidentiality of your Account credentials, including your password and any access credentials for your digital wallet. You agree to:

(a) Immediately notify us of any unauthorized use of your Account or any other breach of security;

(b) Not share your Account credentials with any other person;

(c) Not sell, trade, transfer, or assign your Account to any other person; and

(d) Take all reasonable precautions to prevent unauthorized access to your Account.

We are not responsible for any loss, damage, or liability arising from unauthorized access to your Account, whether or not such access was caused by your negligence or failure to maintain adequate security.

3. WALLETS AND TOKEN MANAGEMENT

3.1 Self-Custodial Wallets

NitinX Tokens are delivered to self-custodial digital wallets that are provisioned to you when creating an Account. You acknowledge and agree that:

(a) You are solely responsible for the security and management of your wallet, including safeguarding your private keys, seed phrases, and recovery credentials;

(b) NitinX does not have custody or control over your wallet or the assets held therein;

(c) Loss of your private keys or seed phrase may result in permanent loss of access to your Tokens, and NitinX cannot recover lost credentials;

(d) You should never share your private keys or seed phrase with anyone, including NitinX personnel; and

(e) NitinX will never ask you for your private keys or seed phrase.

3.2 Blockchain Transactions

You acknowledge and agree that transactions involving NitinX Tokens are recorded on the blockchain and are subject to the inherent risks and limitations of blockchain technology, including but not limited to:

(a) Transaction finality and irreversibility once confirmed on the blockchain;

(b) Network congestion, delays, or disruptions;

(c) Potential for smart contract or blockchain program vulnerabilities or exploits, including those arising from the code, including in the standard used for NitinX Tokens, or from other components of the blockchain protocol;

(d) Regulatory uncertainty regarding blockchain technology and digital assets; and

(e) Technical issues or bugs in the blockchain protocol.

NitinX is not responsible for any loss or damage arising from blockchain-related issues, delays, or failures.

3.3 GENIUS Act Compliance.

You acknowledge that NitinX retains the technical capability to freeze, seize, or revoke certain NitinX Tokens (including the burning or clawback of Tokens from user wallets) where required by applicable law, regulation, court order, or governmental directive, including but not limited to sanctions enforcement, compliance with lawful orders under the GENIUS Act, or the prevention of fraud or illicit activity. NitinX will exercise this capability only where it determines in good faith that such action is required by law or necessary to protect the integrity of the platform.

4. TOKEN PURCHASES AND REDEMPTIONS

4.1 Purchasing Tokens

You may purchase NitinX Tokens through the Services using approved payment methods. All purchases are subject to:

(a) Successful completion of KYC and AML verification procedures; 

(b) Availability of Tokens;

(c) Payment of applicable purchase prices and fees; and

(d) Compliance with these Terms and applicable law.

4.2 Backing and Custody

Each NitinX Token is fully backed one-to-one (1:1) by physical gold or silver held in secure U.S. depositories operated by custodians. NitinX maintains reserves intended to equal or exceed the total outstanding supply of Tokens in issuance at all times. 

4.3 Token Redemptions; Redemption Restrictions

Subject to applicable terms, conditions, verification requirements, and the redemption restrictions described below, holders of NitinX Tokens may redeem their Tokens for physical precious metals. You acknowledge and agree that redemption services are subject to significant limitations during the initial launch phase of the Services.

THE ABILITY TO REDEEM NITINX TOKENS FOR PHYSICAL PRECIOUS METALS IS NOT CURRENTLY AVAILABLE AND WILL BE RESTRICTED UNTIL NITINX HAS SUCH REGULATORY APPROVALS AS NITINX DETERMINES ARE NECESSARY OR ADVISABLE. NitinX will notify users when redemption services become available. Until such notice is provided, you may not redeem Tokens for physical precious metals, and your use of Tokens is limited to purchasing, holding, and transferring Tokens through the platform.

Even after redemption services become available, redemption locations will be limited to participating affiliate network locations. NitinX is actively expanding its affiliate network; however, participating redemption locations may not be available in all states, regions, or countries at the time redemption services launch or at any time thereafter. Redemption is not available on a nationwide or global basis at launch. The availability of redemption services in any particular location is subject to change and may depend on regulatory approvals, affiliate partnerships, and operational capacity. Please check the NitinX platform for the most current information regarding participating redemption locations in your area.

When redemption services are available, redemptions will be subject to:

(a) Availability of redemption services in your geographic location and satisfaction of all applicable redemption restrictions described above;

(b) Successful completion of KYC and AML verification procedures;

(c) Availability of physical precious metals at participating redemption locations within the NitinX affiliate network;

(d) Payment of applicable redemption fees and markups above the spot price of the underlying metal, which may vary based on the form of the physical metal requested (e.g., bars, coins);

(e) Compliance with all applicable laws and regulations, including local laws at the redemption location; and

(f) Such other conditions as NitinX or participating redemption locations may impose.

During the period in which Token redemption is unavailable, NitinX Tokens retain their backing by physical precious metals as described in Section 4.2. The restriction on redemption does not affect NitinX’s obligation to maintain full backing.

NitinX reserves the right to modify, suspend, limit, or terminate redemption services at any time and for any reason, including due to regulatory requirements, licensing conditions, or operational constraints. The availability of redemption services is not guaranteed and may vary by location and over time.

4.4 Third-Party Redemption Locations

NitinX is developing a network of third-party jewelry stores and precious metals dealers to provide redemption services (the “Affiliate Network”). You acknowledge that:

(a) The Affiliate Network is being developed on a phased basis and may not include locations in all geographic areas at launch or at any time thereafter;

(b) Redemptions at third-party locations are subject to the policies and procedures of those locations;

(c) NitinX is not responsible for the acts or omissions of third-party redemption partners; and

(d) The participation of any location in the Affiliate Network may be terminated at any time, and NitinX does not guarantee the continued availability of any particular redemption location.

4.5 Stablecoin Payments

NitinX may accept payment in branded stablecoins issued by third-party partners. You acknowledge that NitinX is not responsible for the operation, stability, or regulatory compliance of any third-party stablecoin or stablecoin issuer. Your use of stablecoins is subject to the terms and conditions of the applicable stablecoin issuer. NitinX anticipates issuing a USD-backed payment stablecoin, which will be subject to separate terms and disclosures at the time of its launch, including compliance with applicable provisions of the GENIUS Act.

5. FEES

NitinX may charge fees in connection with the Services, including but not limited to transaction fees, mint/redeem spreads, and other fees as disclosed on the platform. We reserve the right to modify our fee structure at any time. Any changes to fees will be posted on the platform and will apply to transactions occurring after the change becomes effective. You are responsible for reviewing the applicable fee schedule before engaging in any transaction.

6. USER OBLIGATIONS AND PROHIBITED CONDUCT

6.1 General Obligations

By using the Services, you agree to:

(a) Comply with all applicable laws, rules, and regulations;

(b) Use the Services only for lawful purposes;

(c) Provide accurate, complete, and current information as required; 

(d) Maintain the confidentiality and security of your Account credentials; 

(e) Promptly notify us of any unauthorized access to your Account; and 

(f) Cooperate with any investigation or inquiry conducted by NitinX or regulatory authorities. 

6.2 Prohibited Conduct

You agree that you will not, directly or indirectly:

(a) Use the Services for any illegal or fraudulent purpose, including but not limited to money laundering, terrorist financing, sanctions evasion, or tax evasion; 

(b) Use the Services in violation of any applicable law, rule, or regulation, including export control and sanctions laws; 

(c) Provide false, misleading, or inaccurate information to NitinX; 

(d) Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity; 

(e) Access or attempt to access any portion of the Services to which you have not been granted access; 

(f) Interfere with or disrupt the operation of the Services, including by introducing viruses, malware, or other harmful code; 

(g) Circumvent, disable, or otherwise interfere with security features of the Services; 

(h) Use any automated means, including robots, spiders, or scrapers, to access, collect data from, or interact with the Services; 

(i) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services; 

(j) Engage in market manipulation, wash trading, or any other deceptive trading practices;

(k) Use a virtual private network or other service to mask your location for the purpose of evading applicable laws, sanctions, or these Terms; 

(l) Use the Services to conduct any activity that constitutes or promotes illegal activity; 

(m) Engage in any activity that restricts or inhibits any other user from using or enjoying the Services; or 

(n) Violate or infringe upon the rights of NitinX or any third party, including intellectual property rights, privacy rights, or contractual rights. 

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Ownership

All intellectual property rights in and to the Services, including but not limited to the platform, website, mobile applications, software, content, designs, trademarks, logos, and trade dress (collectively, “NitinX IP”), are owned by or licensed to NitinX and are protected by United States and international intellectual property laws. Except for the limited license granted in these Terms, no rights or licenses to NitinX IP are granted to you. 

7.2 Limited License

Subject to your compliance with these Terms, NitinX grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal, non-commercial purposes. This license does not include any right to:

(a) Modify, copy, distribute, or create derivative works based on the Services or NitinX IP; 

(b) Use the Services or NitinX IP for any commercial purpose without our prior written consent; 

(c) Remove or alter any proprietary notices or labels on the Services or NitinX IP; or 

(d) Use the Services or NitinX IP in any manner not expressly authorized by these Terms. 

7.3 Trademarks

The NitinX name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of NitinX or its affiliates. You may not use such marks without our prior written permission. 

7.4 Feedback

If you provide us with any suggestions, comments, feedback, or ideas regarding the Services (“Feedback”), you hereby grant to NitinX a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use and exploit the Feedback for any purpose without restriction or compensation to you. 

8. PRIVACY

Your use of the Services is subject to our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the collection, use, and disclosure of your information as described in our Privacy Policy. Our Privacy Policy can be found at www.NitinX.com/privacy.

9. DISCLAIMERS

9.1 General Disclaimer

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NITINX DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 

9.2 No Guarantee of Availability

NITINX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 

9.3 Precious Metals Market Risks

YOU ACKNOWLEDGE THAT THE PRICES OF GOLD, SILVER, AND OTHER PRECIOUS METALS ARE HIGHLY VOLATILE AND MAY FLUCTUATE SIGNIFICANTLY. NITINX MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE FUTURE VALUE OF ANY TOKENS OR THE UNDERLYING PRECIOUS METALS. YOU ASSUME ALL RISKS ASSOCIATED WITH PRICE VOLATILITY. 

9.4 Blockchain and Digital Asset Risks

YOU ACKNOWLEDGE AND ACCEPT THE INHERENT RISKS ASSOCIATED WITH BLOCKCHAIN TECHNOLOGY AND DIGITAL ASSETS, INCLUDING BUT NOT LIMITED TO:

(a) REGULATORY UNCERTAINTY AND THE POTENTIAL FOR ADVERSE REGULATORY ACTION; 

(b) TECHNOLOGICAL VULNERABILITIES, INCLUDING SMART CONTRACT BUGS OR EXPLOITS; 

(c) NETWORK CONGESTION, DELAYS, OR FAILURES; 

(d) THE POTENTIAL FOR LOSS OF ACCESS TO TOKENS DUE TO LOST CREDENTIALS; AND 

(e) MARKET VOLATILITY AND LIQUIDITY RISKS. 

9.5 No Financial Advice and Regulatory Characterization of Tokens

(a)        No Financial Advice. THE SERVICES AND ANY INFORMATION PROVIDED THROUGH THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE FINANCIAL, INVESTMENT, TAX, LEGAL, OR OTHER PROFESSIONAL ADVICE. NITINX IS NOT A BANK, BROKER-DEALER, INVESTMENT ADVISER, OR REGISTERED FINANCIAL INSTITUTION. YOU SHOULD CONSULT WITH QUALIFIED PROFESSIONALS BEFORE MAKING ANY FINANCIAL DECISIONS.

(b)         Federal Regulatory Characterization of NitinX Tokens. NitinX Tokens (NXGD and NXSV) are commodity-backed digital assets designed to represent direct ownership interests in physical precious metals. NitinX has determined that the Tokens do not constitute “securities” within the meaning of the Securities Act of 1933 or the Securities Exchange Act of 1934 on the basis that the Tokens are not investment contracts, notes, or other instruments of the types subject to registration under those statutes. In particular, NitinX’s determination reflects that: (i) each Token represents a fixed, one-to-one interest in a specific physical commodity rather than a share in a common enterprise; (ii) any potential for appreciation in Token value derives from movements in the spot price of the underlying commodity and not from the managerial or entrepreneurial efforts of NitinX or any third party; and (iii) the Tokens are not marketed as investment vehicles or instruments on which holders may expect to profit from NitinX’s efforts. Accordingly, the Tokens have not been registered with the U.S. Securities and Exchange Commission, and no registration is required as a condition of their issuance, sale, or transfer under federal law. Nothing in these Terms constitutes an offering of, or solicitation to purchase, any federally regulated security.

(c)         California Regulatory Characterization of NitinX Tokens. The Services are governed by the laws of the State of California. NitinX has determined that the Tokens do not constitute “securities” under the California Corporate Securities Law of 1968 (the “CSL”) on the basis that: (i) each Token is fully backed on a one-to-one basis by physical precious metals held in qualified, insured depositories, such that the Token holder's return is derived entirely from commodity price movements and not from NitinX’s managerial or entrepreneurial efforts; (ii) the risk capital invested by Token purchasers is not being deployed to fund NitinX’s business operations or used to generate enterprise-level returns for distribution to Token holders; and (iii) the Tokens are not structured or marketed in a manner designed to cause purchasers to expect profit primarily from the efforts of NitinX. Accordingly, NitinX has not qualified the Tokens for sale in California pursuant to Cal. Corp. Code § 25110, and no qualification is required as a condition of their issuance, sale, or transfer under California law. Nothing in these Terms constitutes an offering of any security requiring qualification under the CSL.

(d) No Guarantee of Regulatory Status; California and Federal Evolving Legal Landscape. The regulatory characterization of digital assets, including precious metal-backed tokens, is subject to ongoing and evolving legal, regulatory, and judicial development at both the federal and California state levels. NitinX makes no representation or warranty that the current characterization of the Tokens as non-securities under federal law or under the CSL will remain unchanged. In the event that any governmental authority of competent jurisdiction determines that the Tokens constitute securities under applicable law, NitinX reserves the right to modify, restrict, or suspend the Services to the extent necessary to comply with such determination. YOU ACKNOWLEDGE THAT YOU HAVE INDEPENDENTLY EVALUATED THE REGULATORY AND LEGAL STATUS OF NITINX TOKENS UNDER BOTH FEDERAL AND CALIFORNIA LAW AND HAVE NOT RELIED SOLELY ON ANY REPRESENTATION BY NITINX IN MAKING YOUR DECISION TO USE THE SERVICES OR ACQUIRE NITINX TOKENS.

(e) California Commodities Law. Nothing in these Terms shall be construed as an admission or representation that the Tokens constitute “commodities” subject to the jurisdiction of the California Department of Financial Protection and Innovation under the California Commodity Law of 1990 (Cal. Corp. Code §§ 29500 et seq.) (the “CCL”). NitinX has determined that the Tokens, as instruments representing direct ownership of physical precious metals held in third-party custody for the account of Token holders, are not contracts for the future delivery of a commodity within the meaning of the CCL. You acknowledge that the characterization of digital assets under the CCL is subject to ongoing regulatory and judicial development.

(f)         No CFTC Registration. NitinX does not represent that the Tokens are “digital commodities” registered or approved under the Commodity Exchange Act or that NitinX is registered with the Commodity Futures Trading Commission (“CFTC”) in any capacity. To the extent the Tokens are determined to constitute digital commodities subject to CFTC jurisdiction NitinX will take such action as it determines necessary to comply with applicable law, which may include modification or suspension of the Services. For the avoidance of doubt, no provision of these Terms shall be construed as an agreement to submit to CFTC jurisdiction or as a representation that any transaction on the NitinX platform constitutes a commodity contract, swap, or futures contract.

9.6 Third-Party Services

THE SERVICES MAY CONTAIN LINKS TO OR INTEGRATE WITH THIRD-PARTY WEBSITES, APPLICATIONS, OR SERVICES. NITINX DOES NOT CONTROL, ENDORSE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY CONTENT, PRODUCTS, OR SERVICES. YOUR USE OF ANY THIRD-PARTY SERVICES IS AT YOUR OWN RISK AND SUBJECT TO THE TERMS AND CONDITIONS OF SUCH THIRD PARTIES. 

9.7 Regulatory Status and Money Transmission

NitinX is in the process of applying for and obtaining regulatory licenses and approvals as it determines necessary or advisable for the operation of the Services. You acknowledge and agree that:

(a) Certain features of the Services, including Token redemption, may be restricted, limited, or unavailable until NitinX has obtained or applied for appropriate regulatory licenses or approvals;

(b) The regulatory landscape for digital assets and precious metal-backed tokens is evolving, and changes in laws, regulations, or regulatory interpretations may affect the availability or nature of the Services;

(c) NitinX makes no representations or warranties regarding the timing or outcome of any license application or regulatory approval process; and

(d) NitinX may modify, suspend, or discontinue any aspect of the Services as necessary to comply with applicable laws, regulations, or regulatory requirements.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NITINX, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF NITINX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

10.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF NITINX AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES PAID BY YOU TO NITINX DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100). 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.

11. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless NitinX, its affiliates, and their respective directors, officers, employees, agents, contractors, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

(a) Your use or misuse of the Services; 

(b) Your violation of these Terms; 

(c) Your violation of any applicable law, rule, or regulation;

(d) Your violation of the rights of any third party;

(e) Any inaccurate or false information you provide to NitinX; or

(f) Any content or materials you submit, post, or transmit through the Services.

NitinX reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with our defense of such claims. 

12. TERMINATION

12.1 Termination by You

You may terminate your Account at any time by contacting us at support@NitinX.com. Upon termination, you must cease all use of the Services.

12.2 Termination by NitinX

We may suspend or terminate your Account and access to the Services at any time, with or without cause and with or without notice, including if we believe that:

(a) You have violated these Terms; 

(b) You have engaged in fraudulent, illegal, or unauthorized activity;

(c) Your use of the Services poses a compliance, security, or operational risk; 

(d) You have failed to complete or pass required verification procedures; or 

(e) We are required to do so by law, regulation, or court order. 

12.3 Effect of Termination

Upon termination of your Account:

(a) Your license to use the Services will immediately terminate; 

(b) You must cease all use of the Services; 

(c) We may retain records of your Account and transactions as required by law; and

(d) Any Tokens held in your self-custodial wallet will remain in your possession, subject to applicable laws and regulations. If NitinX terminates your Account while a Token purchase transaction is pending settlement, NitinX will use commercially reasonable efforts to either complete the delivery of such Tokens to your wallet or refund the applicable purchase price.

12.4 Survival

All sections of these Terms that by their nature should survive termination of these Terms shall survive termination.

13. DISPUTE RESOLUTION

13.1 Agreement to Arbitrate

Except as expressly provided in this Section 13, you and NitinX agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Services (each, a “Dispute”) will be resolved exclusively through final and binding arbitration administered by the Judicial Arbitration and Mediation Services (“JAMS”) under its then-current Comprehensive Arbitration Rules and Procedures, rather than in court. 

13.2 Pre-Arbitration Dispute Resolution

Before initiating arbitration, you and NitinX agree to attempt to resolve any Dispute informally. You must send a written notice describing the Dispute to NitinX by a means provided for in Section 15.6 (a “Notice”). We will attempt to resolve the Dispute within 60 days after receiving your Notice. If the Dispute is not resolved within 60 days, either party may commence arbitration proceedings.

13.3 Arbitration Procedures

The arbitration will be conducted by a single arbitrator selected in accordance with JAMS rules. The arbitration will be conducted in English and will be held in San Jose, California, or at another location mutually agreed upon by the parties. The arbitrator will have the authority to grant any remedy that would otherwise be available in court, except as limited by these Terms. The arbitrator’s decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. 

13.4 Class Action Waiver

YOU AND NITINX AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY IN OUR INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND NITINX AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. 

13.5 Jury Trial Waiver

BY AGREEING TO ARBITRATION, YOU AND NITINX ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY. 

13.6 Small Claims Court

Notwithstanding the foregoing, either party may bring an individual action in small claims court for Disputes within the jurisdiction of such court. 

13.7 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or to prevent irreparable harm pending arbitration.

13.8 Costs and Fees

(a)         Filing Fees for Consumer Users. For any arbitration proceeding in which you are acting as a consumer user, meaning an individual accessing the Services for personal, family, or household purposes rather than in connection with a trade or business, NitinX will pay all JAMS filing fees, case management fees, and arbitrator compensation. This obligation is not conditioned on the outcome of the arbitration and applies regardless of which party initiates the proceeding. NitinX will not seek reimbursement of JAMS fees and costs from a consumer user except where the arbitrator finds, in a written determination, that the consumer user’s claim was frivolous or brought in bad faith.

(b)         Filing Fees for Business Users. For any arbitration proceeding initiated by or against a user accessing the Services in connection with a trade or business, JAMS filing fees, case management fees, and arbitrator compensation will be allocated in accordance with the then-current JAMS Comprehensive Arbitration Rules and Procedures.

(c)         Attorneys’ Fees. Each party shall bear its own attorneys’ fees and costs in connection with any arbitration proceeding, subject to the following: (i) the arbitrator may award reasonable attorneys’ fees and costs where authorized by applicable California statutory law; and (ii) the arbitrator may award reasonable attorneys’ fees and costs against a party whose claim or defense the arbitrator finds to be frivolous or brought in bad faith.

(d)         Offer of Settlement. NitinX may, at any time before the arbitrator issues a final award, make a written offer of settlement to you. If you reject the offer and the arbitrator's final award is equal to or less than the amount offered by NitinX, you may be responsible for NitinX’s attorneys’ fees and costs incurred after the date of the rejected offer, to the extent permitted by applicable law.

13.9 Severability of Arbitration Provisions

If any portion of this Section 13 is found to be unenforceable, the remainder shall continue in full force and effect. If the class action waiver in Section 13.4 is found to be unenforceable, then the entirety of this Section 13 (other than this severability provision) shall be null and void, and the Dispute shall be decided by a court.

14. GOVERNING LAW

These Terms and any Dispute arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. For any matters not subject to arbitration as provided in Section 13, you and NitinX submit to the exclusive personal jurisdiction of the state and federal courts located in Santa Clara County, California. 

15. GENERAL PROVISIONS

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies or agreements referenced herein, constitute the entire agreement between you and NitinX regarding your use of the Services and supersede all prior and contemporaneous agreements, representations, and understandings. 

15.2 Amendments

We reserve the right to modify these Terms at any time. If we make material changes, we will provide notice through the Services or by other means. The updated Terms will become effective as of the “Last Updated” date indicated at the top of these Terms. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services.

15.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by NitinX.

15.4 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15.5 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. NitinX may assign or transfer these Terms or any rights or obligations hereunder without restriction. Any purported assignment in violation of this Section shall be null and void.

15.6 Notices

NitinX may provide notices to you by posting on the Services, by email to the address associated with your Account, or by other means. You may provide notice to NitinX by email to legal@NitinX.com, or by overnight courier or U.S. mail at NitinX, Inc., 2445 Augustine Dr, Suite 150, Santa Clara CA, 95054, or by service on its Delaware registered agent at NitinX, Inc., c/o Resident Agents, Inc., 8 The Green, Suite R, Dover, DE 19901. Notices are deemed effective upon posting or sending.

15.7 Relationship of Parties

Nothing in these Terms shall be construed to create any agency, partnership, joint venture, employment, or fiduciary relationship between you and NitinX. Neither party has authority to bind the other in any manner.

15.8 Third-Party Beneficiaries

These Terms do not confer any rights or remedies on any third party, except that our affiliates, directors, officers, employees, agents, contractors, and licensors are third-party beneficiaries of the disclaimers, limitations of liability, and indemnification provisions. 

15.9 Force Majeure

NitinX shall not be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, civil unrest, embargoes, acts of government, failures of telecommunications or internet services, power outages, blockchain network failures or disruptions (including hard forks, consensus failures, or protocol-level outages affecting the blockchain network or other relevant blockchain infrastructure), government-ordered suspension or restriction of digital asset platforms or transactions, cyberattacks or nation-state cyber threats targeting NitinX or critical service providers, failure or insolvency of a critical custodian or settlement partner, or any other cause beyond NitinX’s reasonable control. 

15.10 Export Control

You acknowledge that the Services may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export control and sanctions laws and regulations and agree not to use, export, re-export, or transfer the Services in violation of such laws. 

15.11 Language

These Terms are written in English. If these Terms are translated into any other language, the English version shall prevail in the event of any conflict or ambiguity.

16. CONTACT INFORMATION

If you have any questions about these Terms or the Services, please contact us at:

NitinX, Inc.

2445 Augustine Dr Suite 150, Santa Clara, CA 95054

legal@nitinx.com