Terms of Service

Last Revised July 2024

These Terms of Service (these “Terms”) explain the terms and conditions by which you may access and use our website, www.ethena.fi (the “Website”), operated by or on behalf of Ethena GmbH (inclusive with its affiliates, the “Company”, “we” or “us”), our App (as defined below), and any other Services provided by the Company, including any related content, tools, documentation, features and functionality collectively the “Services”.

These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.

For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity's behalf.

As of 29 July 2024 Ethena GmbH, a wholly-owned subsidiary of Ethena Labs, submitted an application for authorization to make an offer to the public of an asset-referenced token pursuant to Art. 16 et seq. of Regulation (EU) 2023/1114 ("MiCAR") with Bundesanstalt für Finanzdienstleistungsaufsicht (“BaFin”) with respect to USDe. BaFin has significant experience and expertise with respect to crypto assets and we look forward to a collaborative process. As the application was submitted prior to the 30 July 2024 deadline, it is expected that the MiCAR grandfathering provisions with respect to the ongoing issuance of USDe apply (see Art. 143 para. 4 MiCAR). Updates will be provided publicly as appropriate as the authorization process proceeds according to the provisions of MiCAR. Please refer to the Supplemental USDe Terms and Conditions located at https://ethena-labs.gitbook.io/ethena-labs/resources/supplemental-usde-terms-and-conditions.

1. The Services

1.1 Services. The Services provide an interface (the “App”) that displays data for the purpose of enabling users to interface, via a third-party wallet application (e.g., Metamask), with certain components of a set of open-sourced smart contracts deployed on decentralized blockchains, namely the “staking” mechanism inherent to the Ethena Protocol. The set of smart contracts, collectively with off-chain infrastructure maintained and operated by the Ethena Foundation and its affiliates, are referred to herein as the “Protocol”. In addition, the App displays data for the purpose of enabling users to interface, via a third-party wallet application, with certain components of open-sourced smart contract systems deployed on decentralized blockchains, such as certain liquidity pools on Curve Finance and Uniswap (the “Third Party Protocols”).

Documentation relevant to the Services, the App, and the Protocol are available at docs.ethena.fi (the “Documentation”). The Protocol itself is not part of the Services, and your use of the Protocol is entirely at your own risk. Additionally, the third party technologies required to be used or interacted with in order to interact with the Protocol, including but not limited to a Wallet (as defined below, and collectively the “Third-Party Tools”), are not part of the Services, and your use of such Third-Party Tools are entirely at your own risk. The App is separate and distinct from the Protocol and any Third-Party Tools and is not essential for the purpose of accessing or otherwise interacting with the Protocol. The App merely displays blockchain data and provides a web application that reduces the complexity of using the Third-Party Tools to otherwise interact with the Protocol. Activity on the Protocol is conducted via permissionless smart contracts as well as certain aspects of off-chain infrastructure detailed in the Documentation and maintained by the Ethena Foundation and its affiliates, and users or other developers are free to create their own interfaces to interact with the Protocol.

When you utilize any data inputs provided by the App to execute transactions, you are interacting with public blockchains, which provide transparency into your transactions. The Company does not control and is not responsible for any information you make public on any public blockchain by taking actions utilizing data provided by the App or the Services.

1.2 Wallets. To use certain of the Services it may be necessary to connect a third-party digital wallet (“Wallet”) to the App. In such cases, by using a Wallet in connection with the Services, you agree that you are using the Wallet under the terms and conditions of the applicable third-party provider of such Wallet. Wallets are not associated with, maintained by, supported by or affiliated with the Company. You acknowledge and agree that we are not party to any transactions concluded while or after accessing our App, and we do not have possession, custody or control over any digital assets appearing on the App. When you interact with the App, you retain control over your digital assets at all times. The Company accepts no responsibility or liability to you in connection with your use of a Wallet or data provided by the App in consummating transactions using a Wallet, and makes no representations and warranties regarding how the Services will interact with any specific Wallet. The private keys and/or seed phrases necessary to access the assets held in a Wallet are not held by or known to the Company. The Company has no ability to help you access or recover your private keys and/or seed phrases for your Wallet, so please keep them in a safe place.

1.3 Updates; Monitoring. We may make any improvements, modifications or updates to the Services, including but not limited to changes and updates to the underlying software, infrastructure, security protocols, documentation, technical configurations or service features (the “Updates”) from time to time. Your continued access to and use of the Services are subject to such Updates and you shall accept any patches, system upgrades, bug fixes, feature modifications, or other maintenance work that arise out of such Updates. We are not liable for any failure by you to accept and use such Updates in the manner specified or required by us. Although the Company is not obligated to monitor access to or participation in the Services, it has the right to do so for the purpose of operating the Services, to ensure compliance with the Terms and to comply with applicable law or other legal requirements.

1.4 Fees. While the Company does not presently charge any fees for the Services or the App, transactions executed by you utilizing data provided by the App and your use of the Services may cause you to incur fees such as blockchain gas or similar network fees, as well as fees charged by the Protocol, if any, and Third Party Protocols. All such fees displayed within your Wallet utilizing data inputs provided by the App are merely estimates and may not reflect actual costs incurred in broadcasting a transaction for execution according to the applicable consensus mechanism. Additionally, your external Wallet provider may impose a fee. We are not responsible for any fees charged by a third party. Due to the nature of distributed, public blockchains, transactions executed by you utilizing data provided by the App and the Services are non-refundable and the Company is not able to alter or mitigate any such fees. You will be responsible for paying any and all taxes, duties and assessments now or hereafter claimed or imposed by any governmental authority associated with your use of the Services, the App, the Protocol, and Third-Party Protocols. In certain cases, your transactions may not be successful due to an error with the blockchain or the Wallet, or due to changes in the distributed blockchain environment (e.g., during a spike in demand for block space and/or activity on the relevant network). We accept no responsibility or liability to you for any such failed transactions, or any transaction or gas fees that may be incurred by you in connection with such failed transactions.

2. Who May Use the Services. You must be 18 years of age or older and not be a Prohibited Person to use the Services. A “Prohibited Person” is any person or entity that is (a) listed on (i) any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List; (ii) the EU consolidated list of persons, groups and entities subject to financial sanctions; (iii) the UK Consolidated List of Financial Sanctions Targets; or (iv) any of Switzerland's respective sanctions lists, (b) located or organized in any U.S. embargoed countries or any country that has been designated by the U.S. Government as “terrorist supporting”, (c) a citizen, resident, or organized in, the following jurisdictions (the “Prohibited Jurisdictions”): Abkhazia, Afghanistan, Angola, Belarus, Burundi, Central African Republic, Congo, Cuba, Crimea, Ethiopia, Guinea-Bissau, Iran, Ivory Coast (Cote D’Ivoire), Lebanon, Liberia, Libya, Mali, Burma (Myanmar), Nicaragua, North Korea, Northern Cyprus, Russia, Somalia, Somaliland, South Ossetia, South Sudan, Sudan, Syria, Ukraine (Donetsk and Luhansk regions), United States, Venezuela, Yemen, Zimbabwe; (d) otherwise a party with which the Company is prohibited to deal under the laws of the U.S., the EU (or any of its Member States), the UK, or any applicable foreign jurisdiction, or (e) owned or controlled by such persons or entities listed in (a)-(d). The Company may utilize certain tools, such as IP-based geofencing, to enforce the above restrictions. By using the Services and/or the App, you represent that you are not a Prohibited Person.

You acknowledge and agree that you are solely responsible for complying with all applicable laws of the jurisdiction you are located or accessing the Services from in connection with your use of the Services. By using the Services, you represent and warrant that you meet these requirements and will not be using the Services for any illegal activity or to engage in the prohibited activities in Section 5.3. We may require you to provide additional information and documents regarding your use of the Services, including in case of application of any applicable law or regulation, including laws related to anti-money laundering or for countering the financing of terrorism, or the request of any competent authority. We may also require you to provide additional information or documents in cases where we have reason to believe: (i) that your Wallet is being used for illegal money laundering or for any other illegal activity; or (ii) you have concealed or reported false identification information or other details.

3. Location of Our Privacy Policy Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at https://app.gitbook.com/o/uL0A7ZhBdOBWE4R46usw/s/sBsPyff5ft3inFy9jyjt/.

4. Rights We Grant You

4.1 Right to Use Services. We hereby permit you to use the Services for your personal non-commercial use only, provided that you comply with these Terms in connection with all such use. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you, a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content, and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that Company, in its sole discretion, may elect to take.

4.2 Restrictions On Your Use of the Services. You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so: (a) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms; (b) duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same; (c) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services; (d) use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services; (e) exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation; (f) access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party's access to or use of the Services or use any device, software or routine that causes the same; (g) attempt to gain unauthorized access to, interfere with, damage or disrupt the Services or the computer systems, wallets, accounts, protocols or networks connected to the Services; (h) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services or the computer systems, wallets, accounts, protocols or networks connected to the Services; (i) use any robot, spider, crawler or other automatic device, process, software or query that intercepts, “mines,” scrapes, or otherwise accesses the Services to monitor, extract, copy, or collect information or data from or through the Services, or engage in any manual process to do the same; (j) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems; (k) submit, transmit, display, perform, post or store any content that is inaccurate, unlawful, defamatory, obscene, lewd, lascivious, filthy, excessively violent, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, harmful, hateful, cruel or insensitive, deceptive, or otherwise objectionable, use the Services for illegal, harassing, bullying, unethical or disruptive purposes, or otherwise use the Services in a manner that is obscene, lewd, lascivious, filthy, excessively violent, harassing, harmful, hateful, cruel or insensitive, deceptive, threatening, abusive, inflammatory, pornographic, inciting, organizing, promoting or facilitating violence or criminal or harmful activities, defamatory, obscene or otherwise objectionable; (l) violate any applicable law or regulation in connection with your access to or use of the Services; or (m) access or use the Services in any way not expressly permitted by these Terms.

4.3 Interactions with Other Users on the Services. You are responsible for your interactions with other users on or through the Services. While we reserve the right to monitor interactions between users, we are not obligated to do so, and we cannot be held liable for your interactions with other users, or for any user's actions or inactions. If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

5. Ownership and Content

5.1 Ownership of the Services. The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content, including, without limitation, the exclusive right to create derivative works.

5.2 Ownership of Trademarks. The Company's name, trademarks and logos and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

5.3 Ownership of Feedback. We welcome feedback, bug reports, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

6. Third Party Services and Materials. The Services, through the App, may provide data relevant to the Third-Party Protocols. The Services may display, include or make available content, data, information, applications or materials from third parties (“Third-Party Materials”) or provide links to certain third party websites. The Company does not endorse any Third-Party Materials or the use of any provider of any Third-Party Protocols. You agree that your access and use of such Third-Party Protocols and Third-Party Materials is governed solely by the terms and conditions of such Third-Party Protocols and Third-Party Materials, as applicable. The Company is not responsible or liable for, and make no representations as to any aspect of such Third-Party Materials and Third-Party Protocols, including, without limitation, their content, operation, or the manner in which they handle, protect, manage or process data or any interaction between you and the provider of such Third-Party Protocols. The Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality, risk, functionality, safety, or any other aspect of such Third Party Protocols or Third Party Materials or websites. You irrevocably waive any claim against the Company with respect to such Third-Party Protocols and Third-Party Materials. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such Third-Party Protocols or Third-Party Materials, or your reliance on the privacy practices, data security processes or other policies of such Third-Party Protocols. Third-Party Protocols, Third-Party Materials and links to other websites are provided solely as a convenience to you. 7. Disclaimers, Limitations of Liability and Indemnification

7.1 Disclaimers. Your access to and use of the Services and the Protocol are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Company Entities”), and Multisig Members (as defined below) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES RELATING TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, USAGE, QUALITY, PERFORMANCE, SUITABILITY OR FITNESS OF THE SERVICES AND THE PROTOCOL FOR ANY PARTICULAR PURPOSE, OR AS TO THE ACCURACY, QUALITY, SEQUENCE, RELIABILITY, WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN WHETHER LATENT OR PATENT. The Company Entities and MultiSig Members make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services and the Protocol; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or the Protocol; (c) the operation or compatibility with any other application or any particular system or device, including any Wallets; and (d) whether the Services or the Protocol will meet your requirements or be available on an uninterrupted, secure or error-free basis.

The Company's affiliate in Italy, Ethena Italia S.r.l., holds a VASP registration with the Italian Organismo Agente E Mediatori as a service provider. Aside from this registration, the Company is not registered in any capacity with any other regulatory body in any jurisdiction. You understand and acknowledge that we do not broker trading orders on your behalf, match orders for buyers and sellers of securities or any other assets, or offer any products, financial or otherwise, for sale or distribution. We also do not facilitate the execution or settlement of your transactions, which occur entirely on public distributed blockchains. The App is strictly a means by which users may construct transaction data to be utilized by the individual user by executing transactions utilizing Wallets.

No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein. You agree and understand that all transfers, staking, or other actions you perform utilizing transaction data provided by the App are considered unsolicited, which means that you have not received any investment advice from us in connection with any such action, we have not actively solicited your use of the Services, and that we do not conduct a suitability review of any such action.

All information provided by the App and our Services is for informational purposes only and should not be construed as investment advice. You should not take, or refrain from taking, any action based on any information contained in the App or obtained via the Services. We do not make any investment recommendations to you or opine on the merits of any investment transaction or opportunity. You alone are responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance.

7.2 Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES OR MULTISIG MEMBERS BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. THE COMPANY ENTITIES' TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.

7.3 Assumption of Risks.

(a) By using the Services, you represent that you have sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain technologies, cryptocurrencies and other digital assets, storage mechanisms (such as Wallets), and blockchain-based software systems to be able to assess and evaluate the risks and benefits of the Services contemplated hereunder, and will bear the risks thereof, including loss of all amounts paid, and the risk that the cryptocurrencies and other digital assets may have little or no value. You acknowledge and agree that there are risks associated with purchasing and holding cryptocurrency, using blockchain technology and staking cryptocurrency. These include, but are not limited to, risk of losing access to cryptocurrency due to slashing, loss of private key(s), custodial error or purchaser error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risk related to token taxation, risk of personal information disclosure, risk of uninsured losses, volatility risks, and unanticipated risks. You acknowledge that cryptocurrencies and other similar digital assets are neither (i) deposits of or guaranteed by a bank nor (ii) insured by the FDIC or by any other governmental agency.

(b) There are certain multi-signature crypto wallets (the “MultiSigs”, and the signatories to such MultiSigs, the “MultiSig Members”) that have certain controls related to the Protocol, that may include, but are not limited to, the ability to pause certain functionality of the Protocol, implement, or influence upgrades to the Protocol (or any aspect thereof) and certain other controls of the functionality of the Protocol as described in the Documentation or in public communications. While the MultiSigs may have MultiSig Members that are employed or engaged by the Company, they may be controlled partially or entirely by MultiSig Members that are unaffiliated third parties over which we have no or limited control. We will not be able to control the actions of such MultiSig Members if they are not employed or engaged by us and thus certain MultiSigs will be outside of our control. The Company therefore cannot be held liable for any action, or inaction, relating to such a MultiSig.

(c) The regulatory regimes governing blockchain technologies, cryptocurrencies and other digital assets are uncertain, and new regulations or policies may materially adversely affect the potential utility or value of the Services, the Protocol, Third-Party Protocols, cryptocurrencies and other digital assets, or the ability of the Company to continue to provide or support such Services and/or the App. Additionally, taxation of activities and transactions in cryptocurrencies and other digital assets is uncertain in certain cases in certain jurisdictions. You are encouraged to consult with your own tax advisor with respect to potential tax implications associated with utilizing the Services, the App, and the Protocol.

(d) We cannot control or influence market sentiment or liquidity or how third-party services or platforms support, quote, restrict or provide access to, or value cryptocurrencies and other digital assets and we expressly deny and disclaim any liability to you and deny any obligations to indemnify or hold you harmless for any losses you may incur as a result of fluctuations in the value of cryptocurrencies or other digital assets.

(e) Smart contracts execute automatically when certain conditions are met. Transactions on blockchains or using smart contracts often cannot be stopped or reversed, so vulnerabilities in the programming, design, or implementation of a blockchain, the Protocol, any deployed smart contracts, or a Third-Party Protocol may arise due to hacking or other security incidents and could result in significant adverse effects, including but not limited to, significant volatility or loss of any digital assets elected into the Protocol.

(f) The Documentation describes certain risks associated with the Protocol in detail. Please review the Documentation for additional risks associated with utilizing the Services or the App in conjunction with your use of, and access to, the Protocol. The Company hereby disclaims any and all liability associated with risks disclosed in the Documentation to the fullest extent provided by applicable law.

7.4 Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company Entities and MultiSig Members harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services; or (d) your negligence or willful misconduct. If you are obligated to indemnify any Company Entity hereunder, then you agree that Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defense or settlement of such claim.

7.5 Third Party Beneficiaries. You and the Company acknowledge and agree that the Company Entities (other than the Company) and the MultiSig Members are third party beneficiaries of these Terms, including under Section 7 and 8.

8. ARBITRATION AND CLASS ACTION WAIVER

8.1 PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

8.2 Informal Process First. You and the Company agree that in the event of any dispute between you and the Company Entities or the MultiSig Members, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against you, any Company Entity or any MultiSig Members, as applicable.

8.3 Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to the Services, including the App, any use or access or lack of access thereto, and any other usage of the Protocol even if interacted with outside of the Services or App, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim including those not of a contractual nature - arising out of, related or connected to the Services, the App, or otherwise, shall be settled by arbitration under the Rules of the Milan Chamber of Arbitration (the Rules), by three arbitrators, appointed in accordance with the Rules, which are deemed to be incorporated by reference into this clause. The language of arbitration will be English. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.

European Online Dispute Resolution Platform and Consumer Arbitration:

Among https://ec.europa.eu/consumers/odr/, the European Commission has set up a European Online Dispute Resolution (ODR) platform. Ethena is neither willing nor obliged to participate in the online dispute resolution procedure within the framework of the ODR platform. Furthermore, Ethena is not willing and not obliged to participate in dispute resolution proceedings before a consumer arbitration board.

8.4 Exceptions. Notwithstanding the foregoing, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction: (i) disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding; (ii) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or (iii) intellectual property disputes.

8.5 Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below). Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the Claim is frivolous, then the payment of all fees will be governed by the Rules. In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules.

8.6 Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to [e-mail]. The notice must be sent to the Company within thirty (30) days of your first accessing the Services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, the Company also will not be bound by them.

8.7 WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY EACH AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE, CLAIM OR CONTROVERSY WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY'S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). YOU AND THE COMPANY AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. YOU AND THE COMPANY EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. IF THE DISPUTE IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. FURTHER, YOU AND THE COMPANY AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON'S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. FOR THE AVOIDANCE OF DOUBT, HOWEVER, YOU CAN SEEK PUBLIC INJUNCTIVE RELIEF TO THE EXTENT AUTHORIZED BY LAW AND CONSISTENT WITH THE EXCEPTIONS CLAUSE ABOVE. IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES' AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. IF A COURT DECIDES THAT THE LIMITATIONS OF THIS PARAGRAPH ARE DEEMED INVALID OR UNENFORCEABLE, ANY PUTATIVE CLASS, PRIVATE ATTORNEY GENERAL OR CONSOLIDATED OR REPRESENTATIVE ACTION MUST BE BROUGHT IN A COURT OF PROPER JURISDICTION AND NOT IN ARBITRATION.

9. Additional Provisions

9.1 Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms.

9.2 Suspension; Termination. If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. Additionally, the Company may, in its sole discretion, suspend or terminate your access to or use of any of the Services, with or without notice, for any or no reason, including, without limitation, (i) if we believe, in our sole discretion, you have engaged in any of the prohibited activities set forth in Section 4.2; (ii) if you provide any incomplete, incorrect or false information to us; (iii) if you have breached any portion of these Terms; (iv) if you are a Prohibited Person and/or reside in a Prohibited Jurisdiction; and/or (v) if we determine such action is necessary to comply with these Terms, any of our policies, procedures or practices, or any law rule or regulation. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by the Company or you. Termination will not limit any of the Company's other rights or remedies at law or in equity.

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

9.4 Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in providing the Services, when and to the extent such failure or delay is caused by or results from any events beyond our ability to control, including acts of God; flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.

9.5 Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the European Union. Those who choose to access the Services from locations outside the European Union do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of Germany, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the courts in Germany.

9.6 How to Contact Us. You may contact us regarding the Services or these Terms by e-mail at [e-mail].

9.7 General Information.

Provider: Ethena GmbH, Kurfürstendamm 15, 10719 Berlin

Commercial Register: District Court of Charlottenburg HRB 264787 B

Supervisory Authority: Bundesanstalt für Finanzdienstleistungsaufsicht, Marie-Curie-Straße 24-28, 60439 Frankfurt am Main

Managing Director and Responsible for Content: Guy Young