Your relationship with us

By using any of the services provided by Sparling Financial, you (Customer) are agreeing to this MASTER TRADING AGREEMENT (including the Appendices and Schedules hereto, the Agreement). This Agreement (as well as the documents referred to or contained in it, including the Privacy Statement and any additional terms or policies that Sparling Financial tells the Customer about) sets out the agreement between the Customer and Sparling Financial - please read them carefully. Sparling Financial and Customer may each be referred to individually as a “Party” and collectively as the “Parties.” Sparling Financial is a company incorporated under the laws of the Cayman Islands with the registered number 356956, having its registered office at 71 Fort Street, PO Box 500, Grand Cayman KY1-1106, Cayman Islands (Sparling Financial).


1.1 References herein and in the Appendices:

(a) to “Sparling Financial”, “we”, “us” or “our”, mean Sparling Financial or its Designees, as applicable; and

(b) to “You”, “your”, “yours”, and “Client”, mean Customer.

1.2 “Agreement” means this master trading agreement and the related appendices.

1.3 “Affiliate” means any entity controlled, directly or indirectly, by a Party, any entity that controls a Party, whether directly or indirectly, or any entity, directly or indirectly, under common control with a Party, where “control” of any entity means ownership of a majority of the voting power of such entity.

1.4 “Confirmation” has the meaning as set out in Appendix B (Trading Service Terms).

1.5 “Designee” means any Affiliate or third parties (including liquidity partners) designated by Sparling Financial in connection with the Services hereunder.

1.6 “Digital Asset” means a digital representation of value that can be digitally traded or transferred and can be used for payment or investment purposes.

1.7 “Fees” means all costs, charges and commissions related to the Services, including any ancillary service provided by us to you.

1.8 “High Net Worth Individual” shall have the meaning as set out in section 2(1) of the SIBA, meaning

(a) an individual whose net worth is at least $800,000 or its equivalent in any other currency; or

(b) any person that has total assets of not less than $4,000,000 or its equivalent in any other currency.

1.9 “Securities” shall have the meaning as set out in section 2(1) of the SIBA.

1.10 “SIBA” means the Securities Investment Business Act.

1.11 “Sophisticated Person” shall have the meaning as set out in section 2(1) of the SIBA, being a person

(a) regulated by the Cayman Islands Monetary Authority;

(b) regulated by a recognised overseas regulatory authority;

(c) any of whose securities are listed on recognised securities exchange; or

(d) who –

(i) by virtue of knowledge and experience in financial and business matters is reasonably to be regarded as capable of evaluating the merits of a proposed transaction; and

(ii) participates in a transaction with a value or in monetary amounts of at least $80,000 or its equivalent in any other currency, in the case of each single transaction.

1.12 “Services” means the Trading Services and, as applicable, Staking.

1.13 “Staking” means the staking services made available by Sparling Financial and governed by Appendix C hereto.

1.14 “Trading Services” means the trading and liquidity-related services described herein and made available by Sparling Financial from time to time, which are governed by Appendix B hereto.

1.15 “Transactions” shall have the meaning given to it in Appendix B.

In this Agreement, unless the context requires otherwise, a reference to any statute or statutory provision includes a reference to that statute as from time to time amended, extended, reenacted or consolidated and all statutory instruments or orders made pursuant to it.


2.1 Customer agrees to receive, and Sparling Financial agrees to provide, the Services, the Terms and Conditions
of which are attached as Appendix B and the Staking Services, the Terms and Conditions of which are attached as
Appendix C.

2.2 Any and all Services may be provided, and any trades and other activities and transactions may be executed
or effected, by Sparling Financial and its Designees. For clarity, Sparling Financial may, in its sole and
absolute discretion, assign, delegate or subcontract the performance of its obligations and exercise of its
rights hereunder, in whole or in part, to any Designee, and each Designee shall be a third-party beneficiary of
this Agreement.

2.3 Customer acknowledges and agrees to the risk disclosures and disclaimers set forth in the Risk Disclosure
Statement in Appendix A attached hereto, together with any risk disclosures, acknowledgments and disclaimers set
forth in the other appendices hereto, shall apply to any and all selected Services.{‘ ‘}

3. FEES:

3.1 Customer shall pay the Fees set forth in Appendices B and C as applicable, in consideration for their use of
the applicable Services.

3.2 Customer agrees that the Fees are separate from any other fees payable to Sparling Financial pursuant to any
other agreement(s) (if any) with Customer, including any agreements relating to functionality that facilitates
or complements the offering of the Services.


4.1 To the extent that any services are deemed activities which require a licence under the laws of the cayman
islands, sparling financial will not provide those services to customers until the applicable licence or other
regulatory approval has been obtained.

4.2 Customer acknowledges that trading activity, including in relation to cryptocurrency, presents risks,
including those set forth on appendix a attached hereto, which risks are assumed entirely by customer and its
end users and brokers, and it is customer’s sole responsibility to institute programs, policies and procedures
to address such risks and to seek to avoid associated transaction-related or other losses (trading-associated
losses). The terms and conditions in each of the appendices hereto, as applicable, including any disclaimers,
waivers and acknowledgments therein, supplement the disclaimers, waivers and acknowledgments in this agreement,
including in this clause, in relation to the services.

4.3 To the maximum extent permitted by law, the aggregate liability of sparling financial and its affiliates
(collectively, sparling financial) for any and all claims arising out of or relating to the access to and use of
the services by or through customer, regardless of the cause of action (whether in contract, tort, breach of
warranty, or otherwise), will not exceed the liability caps set forth in the applicable appendix.

4.4 To the maximum extent permitted by law, sparling financial will not be liable to customer (nor to any person
claiming rights derived from customer`’`s rights) for special, incidental, consequential, punitive, or
exemplary damages of any kind (and for damages related to lost revenues or profits, loss of use, or loss of
goodwill or reputation, whether direct or indirect) with respect to any claims based on contract, tort, or
otherwise (including negligence and strict liability) arising out of this agreement, regardless of whether the
party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility
thereof. For clarity, trading-associated losses shall be considered indirect or consequential damages and not
recoverable; if any trading-associated losses are determined by a court to be direct losses and recoverable, the
applicable liability caps shall nonetheless apply to limit the liability of sparling financial.

4.5 The foregoing limitations of liability shall not apply to any gross negligence, wilful misconduct, fraud or
fraudulent misrepresentation, to the extent liability for the foregoing cannot be limited or excluded under
applicable law.


5.1 You agree that you are at the commencement of this Agreement and will, at all times throughout the term of
this Agreement continue to comply with, one of the below Client classifications:

(a) a Sophisticated Person;

(b) a High Net Worth Person; or

(c) a company, partnership or trust (whether or not regulated as a mutual fund) of which the shareholders, unit
holders or limited partners are one or more persons falling within (a) or (b), and who has a registered office
or a place of business in the Cayman Islands for which services are provided by a person licensed to provide
such services.

5.2 To the extent that your customer classification should change at any stage throughout the term of this
Agreement, you are required to notify us of this change in writing immediately. Further to that notification, we
will carry out an assessment to determine whether or not we can continue this business relationship with you or
whether we will terminate this relationship with you pursuant to clause 15 (Termination).


6.1 Governing Law. This Agreement and all rights, remedies and claims related hereto, including in
respect of its negotiation, breach, existence, interpretation, validity, or termination, and any disputes,
controversies, or claims in connection with or arising out of the foregoing and this Agreement (Disputes), shall
be governed by the laws of the Cayman Islands without giving effect to the conflicts of laws provisions thereof.

6.2 Modification. Except as otherwise provided herein or in the Appendices, any waiver, amendment or
other modification of this Agreement shall be notified to you in writing.

6.3 No Waiver. Except as expressly set forth herein, the rights and remedies of the Parties to this
Agreement are cumulative and not alternative. No waiver of any rights is to be charged against any Party unless
such waiver is in writing signed by an authorized representative of the Party so charged. Neither the failure
nor any delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a
waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or
privilege shall preclude any other or further exercise of such right, power, or privilege or the exercise of any
other right, power, or privilege.

6.4 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of
competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, and, if
legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as
possible effects the Parties’ intent.

6.5 Third Party Beneficiary; Successors and Assigns. Notwithstanding anything to the contrary, neither
this Agreement nor any provision hereof, nor any Appendix hereto or document executed or delivered herewith,
shall create any rights in favour of or impose any obligation upon any person or entity other than the Parties
hereto and their respective successors and permitted assigns, and no third party is a beneficiary of this
Agreement, save for the Affiliates and Designees of Sparling Financial who may enforce the provisions in this
Agreement as if they had been parties to this Agreement in accordance with the laws of the Cayman Islands.
Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement
(including, without limitation, the Affiliates and Designees of Sparling Financial) is not required for any
amendment to, variation of or release, rescission, or termination of, this Agreement. This Agreement shall bind
and inure to the benefit of the respective successors and assigns of each of the Parties; provided, that
Customer may not assign this Agreement or any rights or duties hereunder without the prior written consent of
Sparling Financial (such consent to not be unreasonably withheld). Notwithstanding the foregoing, in the event
of a change of control of Customer, prior written consent shall not be required provided that the applicable
Party provides the other Party with written notice prior to the consummation of such change of control. For
purposes of the foregoing, a “change of control” shall mean a transaction or series of related transactions in
which a person or entity, or a group of affiliated (or otherwise related) persons or entities acquires from
stockholders of the such Party’s shares representing more than fifty percent (50%) of the outstanding voting
stock of such Party. For the avoidance of doubt, any and all claims and liabilities against Sparling Financial
arising in any way out of this Agreement are only the obligation of Sparling Financial, and not any of its
parents or affiliates. The Parties agree that none of Sparling Financial’s parents or affiliates shall have any
liability under this Agreement nor do such related entities guarantee any of Sparling Financial’s obligations
under this Agreement. Nothing contained in this Agreement shall be deemed or construed by the Parties, or by any
third party, to create the relationship of partnership or joint venture between the parties hereto.

6.6 Notices. Unless otherwise provided in this Agreement, all notices or demands relating to this
Agreement shall be in writing and shall be sent by email at such email addresses as a Party may designate in
writing to the other Party), recorded voice line, messaging system including the slack messaging platform.

6.7 Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the
subject matter hereof. In the event of conflict or inconsistency between the terms and conditions of this
Agreement and the Appendices hereto, the terms and conditions set forth in the Appendices shall prevail solely
to the extent of such conflict or inconsistency.

6.8 Other. Whenever used herein, the singular number shall include the plural, the plural the singular,
and the use of the masculine, feminine, or neuter gender shall include all genders where necessary and
appropriate. The clause headings are for convenience only and shall not affect the interpretation or
construction of this Agreement.