📖Paragon Exchange Terms & Conditions

TERMS OF USE Effective Date: September 19th, 2025

These Terms of Use (the “Agreement”) constitute a legally binding agreement between The Paragon Collective, Inc., (“Company”, “we”, “us”, or “our”), and you, the user of the Company’s website and services (“User”, “you”, or “your”). By accessing or using any portion of the website located at [https://paragon.exchange] and any associated services, interfaces, content, and functionalities provided thereon (collectively, the “Platform” or “Services”), you expressly acknowledge that you have read, understood, and agree to be bound by the terms and conditions set forth herein. If you do not agree to these Terms of Use, you are not authorized to access or use the Services and must immediately cease all use of the Platform.

  1. ELIGIBILITY 1.1 Legal Capacity You represent and warrant that you are at least eighteen (18) years of age or the age of legal majority in your jurisdiction of residence, possess the legal capacity to enter into this Agreement, and are not subject to any legal restrictions that would prevent you from using the Services in compliance with applicable law. 1.2 Legal Compliance You further represent and warrant that your use of the Platform is not prohibited or restricted under the laws or regulations of your jurisdiction, and that you shall at all times comply with all applicable laws, rules, and regulations in connection with your access and use of the Services, including but not limited to U.S. federal and state securities laws, anti-money laundering (AML) statutes, and counter-terrorism financing (CTF) regulations. Tokens made available via the Platform may represent various digital assets or financial products, subject to prevailing laws and regulatory requirements. You acknowledge that the nature, value, and risk associated with tokens are subject to significant variability. You are responsible for conducting appropriate due diligence prior to engaging in any tokens offering or transaction.

  2. DESCRIPTION OF SERVICES  The Company operates a digital infrastructure enabling access to certain Structured Token Products (STPs). These may include, but are not limited to:

asset-backed tokens representing ownership or participation in underlying blockchain-related assets; tokenized structures involving lock-ups, tranching, or smart contract-based restrictions. 2.2 The Platform may provide access to third-party services, protocols, issuers, custodians, or decentralized applications. The Company does not act as a broker- dealer, investment advisor, exchange, or fiduciary with respect to any Structured Token Project.

  1. NO INVESTMENT ADVICE OR SOLICITATION 3.1 The information and content available on the Platform are provided solely for general informational purposes and shall not constitute investment advice, legal advice, tax advice, or a recommendation, solicitation, or offer to buy or sell any securities, digital assets, or financial instruments. 3.2 You are solely responsible for evaluating the merits and risks associated with any transaction or investment opportunity accessible through the Platform and are encouraged to consult with your own legal, financial, tax, and investment advisors prior to engaging in any such activities.

  2. USER ACCOUNT REGISTRATION 4.1 In order to access certain features of the Services, you may be required to establish an account and undergo a verification process, which may include Know-Your-Customer (KYC) and Anti-Money Laundering (AML) procedures as required by applicable law. 4.2 You agree to provide accurate, complete, and current information during the registration and verification processes, and to promptly update such information if it becomes inaccurate or outdated. 4.3 You are solely responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

  3. USER CONDUCT You agree that you shall not, directly or indirectly:  Use the Platform for any unlawful, fraudulent, or malicious purpose;  Infringe upon the intellectual property or proprietary rights of the Company or any third party;

 Contravene applicable laws, regulations, or third-party rights;  Introducing viruses or other malicious code;  Circumvent, disable, or otherwise interfere with any security-related features of the Services;  Use automated means (such as bots, scripts, or crawlers) to access the Platform without the Company’s express written consent;  Engage in disruptive, abusive, or fraudulent behaviors.  Misrepresent your identity, legal status, or eligibility to participate in any Structured Token Product.

  1. FEES, CHARGES, AND PAYMENTS The Platform may impose fees for certain services, including but not limited to transaction execution, portfolio management, or premium features. All applicable fees shall be disclosed in advance of any transaction. You agree to remit all required charges and authorize the Platform operator or designated payment processors to process payments accordingly.

  2. GEOGRAPHIC LIMITATIONS 7.1 Access to certain components of the Services may be limited or restricted based on the User’s jurisdiction. It is your sole responsibility to determine whether your use of the Platform is lawful under the laws of your country or territory. 7.2 The Company reserves the right to geo-block access, suspend accounts, or implement jurisdictional restrictions where required to comply with legal or regulatory obligations, including U.S. Department of the Treasury sanctions or embargoes.

  3. TOKEN PURCHASE AGREEMENTS AND SMART CONTRACT TERMS 8.1 Prior to participating in a Structured Token Product, you may be required to execute additional terms setting forth the specific terms, rights, and restrictions applicable to the transaction.

8.2 You acknowledge and agree that your interaction with blockchain-based smart contracts may constitute legal acceptance of binding terms and conditions, including but not limited to:  Token distribution schedules;  Transfer restrictions;  Revenue sharing or governance mechanisms;  Dispute resolution frameworks. 8.3 The Company does not control or guarantee the performance or functionality of any third-party smart contract and disclaims all liability related thereto. You are solely responsible for reviewing and understanding the terms embedded in any smart contract prior to execution.

  1. RISK DISCLOSURE You acknowledge and agree that engaging with digital assets and Structured Token Products involves substantial risk, including but not limited to:  Volatility and market illiquidity;  Loss of private keys or access credentials;  Regulatory and legal uncertainty;  Operational failures, cybersecurity breaches, or smart contract errors;  Risk of total loss of principal investment. You hereby assume full responsibility for all risks associated with the use of the Services and irrevocably waive any claim against the Company relating to such risks. You accept full responsibility for your own decisions and acknowledge all inherent risks associated with participation in token offerings. The Platform operator does not guarantee the accuracy, completeness, or timeliness of any information displayed on the Platform.

  2. INTELLECTUAL PROPERTY RIGHTS All content, materials, software, trademarks, trade names, service marks, logos, and other intellectual property displayed or made available on the Platform are the proprietary property of the Company or its licensors and are protected by copyright, trademark, and other applicable laws.

No portion of the Platform may be copied, reproduced, modified, republished, uploaded, posted, transmitted, or distributed without the prior written permission of the Company.

  1. THIRD-PARTY SERVICES The Platform may integrate with or provide access to third-party services or resources, including token issuers, custodians, legal or compliance providers, or decentralized protocols. The Company does not control, endorse, or assume responsibility for any third-party content, services, or agreements. Your engagement with any third-party service is at your own risk and subject to the terms and conditions of such third party.

  2. SUSPENSION AND TERMINATION The Company reserves the right, in its sole discretion, to suspend or terminate your access to the Services, with or without notice, for any reason, including but not limited to your violation of this Agreement or applicable law, or for any activity that the Company deems harmful or disruptive.

  3. DISCLAIMERS AND LIMITATION OF LIABILITY 13.1 No Warranties The Services are provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, express or implied, statutory or otherwise, including, without limitation, any warranties of merchantability, fitness for a particular purpose, non- infringement, title, accuracy, completeness, uninterrupted access, or error-free operation. The Company does not warrant or make any representations regarding the availability, reliability, security, timeliness, accuracy, or completeness of the Platform or any Structured Token Product or transaction presented thereon.

13.2 General Limitation of Liability To the maximum extent permitted by applicable law, in no event shall the Company, its affiliates, directors, officers, employees, agents, licensors, or service providers be liable to you or any third party for any indirect, incidental, special, exemplary, consequential, or punitive damages whatsoever, including, without limitation, damages for loss of

profits, loss of data, loss of business opportunity, loss of goodwill, or other intangible losses, arising out of or in connection with:  Your access to or use of (or inability to access or use) the Services or Platform;  Any conduct or content of any third party on the Platform;  Any information, software, products, or services obtained through the Platform;  Unauthorized access, use, or alteration of your transmissions or data. This limitation applies whether the alleged liability is based in contract, tort, negligence, strict liability, or any other legal theory, even if the Company has been advised of the possibility of such damages.

13.3 No Liability for Transactions or Token Projects The Company expressly disclaims all liability, to the maximum extent permitted by law, for any claims, damages, or losses arising out of or relating to:  Your decision to participate in any Structured Token Product;  Any purchase, sale, transfer, or disposition of digital tokens or securities conducted through, facilitated by, or referenced on the Platform;  Any execution or failure of execution of a transaction or smart contract;  The validity, legality, or enforceability of any Token Purchase Agreement, smart contract, or associated documentation;  Delays, failures, or interruptions in blockchain networks, third-party platforms, custody solutions, or Internet access that affect your ability to engage in transactions;  Any custodial, safekeeping, or transfer errors, whether caused by you, the Company, or any third-party provider;  Any vulnerability, defect, or malfunction in any smart contract, code, wallet, or decentralized protocol accessed via the Platform. You acknowledge and agree that all transactions conducted using the Platform are at your sole risk, and that you bear full responsibility for verifying the nature, terms, legality, and risk profile of any transaction or investment opportunity.

13.4 Third-Party Services

The Platform may facilitate your access to third-party websites, platforms, wallets, protocols, custodians, or service providers. The Company does not control and is not responsible for any such third-party services and assumes no liability whatsoever for any acts or omissions of third parties, including loss of funds, transaction failures, data breaches, or misconduct.

13.5 Cumulative Liability Cap To the fullest extent permitted by applicable law, the aggregate liability of the Company and its affiliates to you for all claims arising out of or relating to the use or inability to use the Services, whether in contract, tort, or otherwise, shall not exceed the greater of:  The total amount of fees paid by you to the Company in the twelve (12) months immediately preceding the event, giving rise to the claim; or  One hundred U.S. dollars (USD $100.00).

  1. INDEMNIFICATION You agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, and agents from and against any claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:  Your use of the Platform;  Your violation of this Agreement or applicable law;  Your participation in any Structured Token Product;  Your infringement of any intellectual property or other rights of any third party.

  2. MODIFICATIONS TO THIS AGREEMENT The Company reserves the right to amend, modify, or update these Terms of Use at any time, in its sole discretion. Any material changes will be communicated via the Platform or through other reasonable means. Your continued use of the Services following any such modification shall constitute your acceptance of the revised Terms.

  3. MODIFICATIONS TO THIS AGREEMENT  Any particular terms relating to promotions, token sales, or pilot programs shall be disclosed at the point of engagement.

 Users may be required to complete Know Your Customer (KYC) and Anti-Money Laundering (AML) procedures prior to accessing select products or services.  The Company reserves the right to restrict access for users in certain jurisdictions in accordance with local regulations. By using the Structured Token Product website, you acknowledge that you have read, understood, and accepted these Terms of Use. Continued access to the Platform constitutes your agreement to comply with all current and future provisions. Users are encouraged to regularly review these Terms to remain informed regarding their rights and obligations.

  1. GOVERNING LAW AND DISPUTE RESOLUTION 16.1 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law principles. 16.2 Arbitration These Terms shall be governed and construed in accordance with the laws of the jurisdiction in which the Platform operator is registered. Any disputes arising from or relating to these Terms shall be resolved through binding arbitration or mediation, as specified by the Company.

  2. CONTACT INFORMATION For any questions regarding these Terms of Use, please contact: Paragon Collective Inc. 350 5th Avenue, Suite 4510, New York, NY 10001. Support@theparagon.co www.paragon.exchange

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