Terms and Conditions for CRYPTO BINARY X

Effective Date: January 23, 2026

These Terms and Conditions ("Terms") govern your access to and use of the CRYPTO BINARY X (the "Platform"), operated by CRYPTO BINARY X Inc. ("we," "us," or "our"). The Platform facilitates private placements of synthetic derivative products ("Products") under Regulation D of the Securities Act of 1933, as amended ("Regulation D"). Synthetic derivatives are financial instruments that provide economic exposure to underlying assets or indices without direct ownership, such as total return swaps, options, or structured notes mimicking derivative payoffs.

By accessing or using the Platform, registering an account, or participating in any offering, you ("User," "Investor," or "you") agree to be bound by these Terms, our Privacy Policy, and any applicable Subscription Agreements or Offering Documents. If you do not agree, you must not use the Platform.

These Terms form a legally binding contract. We may update them at any time; continued use constitutes acceptance of changes.

1. Definitions

• Accredited Investor: As defined in Rule 501(a) of Regulation D, including individuals with income exceeding $200,000 (or $300,000 joint) in each of the prior two years with reasonable expectation of continuation, or net worth exceeding $1,000,000 (excluding primary residence), or entities meeting specified criteria.
• Offering Documents: Includes Private Placement Memoranda (PPM), Subscription Agreements, and risk disclosures specific to each Product.
• Products: Unregistered synthetic derivative securities offered privately under Rule 506(b) or 506(c) of Regulation D.
• Platform: The website, app, and services provided by us for accessing and subscribing to Products.

2. Eligibility and Registration

2.1 Eligibility

The Platform is available only to U.S. persons who are Accredited Investors and at least 18 years old. Non-U.S. persons may participate subject to applicable laws and our approval. You represent and warrant that you meet these criteria and will promptly notify us of any changes.

We rely on your self-certification for Accredited Investor status. You must provide documentation (e.g., tax returns, financial statements) upon request to verify eligibility. False representations may result in rejection of your subscription, account termination, and potential legal liability.

2.2 Registration

To use the Platform, you must create an account with accurate information, including identity verification for anti-money laundering compliance. You are responsible for maintaining account security and all activities under your account. We may suspend or terminate accounts for violations.

3. Platform Services and Products

3.1 Services

We provide a technology platform for browsing, evaluating, and subscribing to Products. Products are offered by us or third-party issuers in private placements exempt from SEC registration under Regulation D. No general solicitation occurs under Rule 506(b); under Rule 506(c), we may verify investor status.

Synthetic derivatives on the Platform simulate payoffs from assets like equities, commodities, or indices via contractual arrangements. You acquire no ownership in underlying assets.

3.2 Subscription Process

To subscribe:

1. Review Offering Documents.
2. Execute a Subscription Agreement.
3. Wire funds to the specified escrow account.
4. Closing occurs upon acceptance, payment, and satisfaction of conditions (e.g., no material adverse changes). Subscriptions are irrevocable unless Offering Documents are inaccurate.

4. User Representations and Warranties

By subscribing, you represent and warrant:

• You are an Accredited Investor with sufficient experience to evaluate risks.
• You have reviewed all Offering Documents and had the opportunity to ask questions.
• Products are acquired for investment only, not resale or distribution. You understand resale restrictions under Rule 144 and that Products are "restricted securities."
• No general solicitation influenced your decision.
• You can bear total loss of investment; liquidity is limited or absent.
• You are not subject to "Bad Actor" disqualifications under Regulation D.
• If acting for an entity, you have authority to bind it.

These representations are true as of subscription and continuously thereafter.

5. Risks and Disclosures

Investing in Products involves substantial risks, including:

• High Speculative Risk: Potential for total loss due to market volatility, counterparty default, or basis risk in synthetic structures.
• Illiquidity: No public market; transfers restricted without registration or exemption.
• Regulatory Risks: Exempt from registration; no SEC review of fairness or merits.
• Derivative-Specific Risks: Leverage, margin calls, settlement failures, and tax complexities (e.g., phantom income).
• Platform Risks: Technical failures, unauthorized access, or service interruptions.

You must rely on your own analysis; we provide no investment advice. Full risk factors are in Offering Documents. Consult professionals before investing.

6. Fees and Payments

• Subscription Fees: 30% of net gains, as disclosed in Offering Documents.
• Platform Fees: 2% transaction fee.
• Expenses: Organizational, administrative, and third-party costs may reduce returns.
• Payments are non-refundable post-closing, except as provided. No interest accrues on held funds.

7. User Conduct and Obligations

• Comply with all laws, including securities regulations.
• Do not misuse the Platform (e.g., no false information, unauthorized access).
• Maintain confidentiality of proprietary information.
• Promptly update account details.

8. Intellectual Property

All Platform content (e.g., interfaces, data) is our property or licensed to us. You receive a limited, non-transferable license for personal use. No reproduction without consent.

9. Privacy and Data

Your data is handled per our Privacy Policy. We may share with affiliates, issuers, or regulators for compliance.

10. Termination

We may terminate or suspend access for violations, without notice or liability. Upon termination, outstanding subscriptions remain binding. Sections surviving termination include representations, risks, liability limits, and indemnification.

11. Disclaimers and Limitation of Liability

11.1 Disclaimers

The Platform and Products are provided "AS IS" without warranties of accuracy, completeness, or fitness. We disclaim liability for investment outcomes, third-party actions, or force majeure events. No fiduciary duty exists.

11.2 Limitation of Liability

To the maximum extent permitted, we are not liable for indirect, consequential, or punitive damages, including lost profits. Total liability shall not exceed fees paid by you in the prior 12 months.

12. Indemnification

You agree to indemnify us against claims arising from your use, misrepresentations, or violations, including reasonable attorneys' fees.

13. Governing Law and Dispute Resolution

These Terms are governed by New York law, without regard to conflicts. Disputes shall be resolved by binding arbitration in New York under AAA rules, except for injunctive relief or securities claims. No class actions. You waive jury trial rights.

14. Miscellaneous

• Entire Agreement: These Terms supersede prior understandings.
• Severability: Invalid provisions do not affect others.
• Assignment: We may assign; you may not without consent.
• Electronic Signatures: Valid and binding.
• Contact: Questions to support@cryptobinaryx.com

This is a template; consult legal counsel for customization. Offerings are not endorsed by the SEC.