# Venue order form, version 1.1

Summary: Order form: recording of the Venue's public market data. Form of October 19, 2026 (version 1.1), published at https://noxfze.com/terms/venue-order/1.1.

To: the Venue named in Schedule 1, part A

This order form is between **Nox FZE**, a Free Zone Establishment with Limited Liability holding License No. 11054 issued by the Umm Al Quwain Free Trade Zone Authority, with its registered office at M1003, Al Shmookh Business Center, One UAQ, UAQ Free Trade Zone, PO Box 11250, Umm Al Quwain, United Arab Emirates ("Nox FZE"), and the business named in Schedule 1, part A (the "Venue"). It binds both parties once an authorized signatory of each has signed it.

**A. What Nox FZE supplies.** Nox FZE configures, operates, and maintains market data capture software to each customer's specification, with every hour sealed into a hash chain. Under this order form it runs dedicated recorders, to the Venue's specification in Schedule 1, that record the Venue's Public Market Data in hourly segments. Each segment is sealed into the chain after its hour closes and carries a verification root that anyone can check with the open verifier, without access to the Venue's systems. This is a service: Nox FZE sells the Venue no data, no packaged software and no software license, and gives no advice. The recorders connect only to the Venue's public, unauthenticated channels; they place no order, hold no funds or assets, route no user and produce no real-time output.

**B. Tiers.** Tick one or both:

- ☐ **Paid record.** Nox FZE records the Recorded Instruments at the Venue's instruction and delivers the Record into storage the Venue owns, for the fees in section D. The Venue may cite the Record as clause 2.3 sets out.
- ☐ **Coverage grant.** No fee. The Venue grants the license in clause 1.3, and Nox FZE delivers the Record of each pilot hour into storage the Venue owns (clause 1.4).
- ☐ **Publication consent** (optional, either tier). The Venue gives the consent in clause 2.1.

**C. Pilot.**

- **C.1** Each tier starts with a pilot of 30 days on the Recorded Instruments. The pilot carries no fee.
- **C.2** The pilot runs under the Nox FZE pilot terms version 1.0 (https://noxfze.com/terms/pilot/1.0), which the Venue accepted in writing; this order form, signed by both parties, governs from the paid term or the coverage grant. The pilot runs for 30 days from the first hour delivered into that storage.
- **C.3** Paid record: the paid term starts on the day after the pilot ends, unless the Venue gives written notice before the pilot ends, in which case the Term ends with the pilot. Coverage grant alone: recording continues for the Term after the pilot, and delivery into the Venue's storage ends with the pilot.

**D. Fees (Paid record).**

- **D.1** USD 3,000 a month for up to 50 Recorded Instruments, plus USD 1,750 a month for each further block of up to 50, up to 200 instruments. Above 200 instruments, the fee is set in a written amendment to Schedule 1 after the pilot.
- **D.2** Billing, as ticked in Schedule 1, part D: monthly in advance, or annually in advance at ten times the monthly fee (USD 30,000 a year for up to 50 instruments).
- **D.3** Each invoice is due within 14 days of its date. The Venue pays as clause 4.1(d) sets out, through no other third party, and bears all bank charges.
- **D.4** The fees exclude value added tax. Nox FZE is not registered for VAT and charges none; if VAT becomes chargeable on a supply under this order form, it is added at the rate the law sets. The Venue pays without deduction or withholding unless the law requires one, in which case it pays the further amount that leaves Nox FZE the full fee.
- **D.5** A change in the number of Recorded Instruments, requested in writing, takes effect from the next billing period. If Nox FZE ends the Term during a prepaid year, it refunds the unused whole months; if the Venue ends it, the prepaid fee is not refunded.

**1. Recording consent and rights grant.**

**1.1** Definitions.

- "Public Market Data" means the messages the Venue publishes, without authentication, on its public interfaces for the Recorded Instruments: its order book, trade and funding channels, as listed in Schedule 1.
- "Recorded Instruments" means the perpetual and spot instruments listed in Schedule 1. Event, outcome and prediction contracts are excluded.
- "Record" means the hourly segments Nox FZE makes of Public Market Data, in raw and losslessly normalized form, with their manifests and verification roots.

**1.2** Consent to record (both tiers). For the Term, the Venue authorizes Nox FZE to connect to its public interfaces and record Public Market Data. This applies despite any restriction on automated access, data extraction, commercial use, third-party use or service-bureau use in the Venue's terms of use, API terms or other published terms. For this purpose, this order form prevails over those terms.

**1.3** License (Coverage grant only). The Venue grants Nox FZE a non-exclusive, royalty-free license, under every copyright, database right and other right the Venue holds in Public Market Data or in its selection or arrangement, to:

- (a) reproduce and store the Record;
- (b) normalize it losslessly and verify it; and
- (c) license, make available and deliver copies of the Record to Nox FZE's business customers for their internal business use, and grant them the rights in (a) and (b) for their copies.

Object: the Record. Place: worldwide, except any country under comprehensive UN, UAE, US, EU or UK sanctions. Duration: perpetual for each hour, from the hour it is recorded. The license is granted for each hour as that hour is published and recorded.

**1.4** Consideration. In exchange, Nox FZE delivers the Record of each pilot hour into storage the Venue owns.

**1.5** Venue warranty. The Venue warrants that it operates the interfaces and holds the rights it grants. It also warrants that no third party, including any index or oracle provider, holds rights in Public Market Data, and that the Public Market Data carries no personal data, except as Schedule 1 lists.

**1.6** Term. Either party may end the Term on 30 days' written notice. The licenses for hours already recorded survive and are irrevocable.

**1.7** Paid record. In the Paid record tier, the Record is made at the Venue's instruction, for the Venue. Clause 1.3 applies only if the Venue also selects the Coverage grant.

**2. Publication and citation.**

**2.1** Consent (optional box). The Venue consents to Nox FZE naming it, by its business name only, as a venue whose Public Market Data Nox FZE records, on noxfze.com and on its verification page, together with the Recorded Instruments and their hourly roots. The Venue may withdraw this consent by written notice, and Nox FZE then removes the name within 10 business days. Roots already published stay published.

**2.2** What Nox FZE publishes. No link to the Venue's trading interface and no description of its products. No figure for volume, price or activity, and no rank. No statement that the Venue is licensed, safe or recommended. Where the Venue pays, the page states that the Venue commissioned the record.

**2.3** Citation by the Venue. The Venue may state that Nox FZE records its Public Market Data and that each hour can be checked with the open verifier against the published root. The Venue must not state or imply that Nox FZE has examined, reviewed, scored, ranked, endorsed, vouched for or verified the Venue, or its volume, liquidity, prices, reserves or solvency, that Nox FZE gives any opinion on any of them, or that any activity is genuine. Each citation that names Nox FZE includes the sentence in 2.4 and, for a paid record, the fact that the Venue commissioned the record. If the Venue breaches this clause, Nox FZE may stop publication and end this order form on notice.

**2.4** Statement on every page and manifest: "This root shows only that the hour is unchanged since Nox FZE sealed it, and which messages Nox FZE received from the venue's public interfaces and when. It gives no opinion on the venue or on its markets, volume, statements, controls or systems."

**3. Liability.**

**3.1** The Record is what Nox FZE receives from the Venue's public interfaces. A gap is recorded and marked as a gap and is never filled, and a marked gap is not a breach. Nox FZE gives no warranty that the Venue's messages are complete or accurate.

**3.2** The sole remedy for an incomplete Record is:

- for a paid record, the service credit under the SLA in Schedule 2, plus re-delivery of any hour still held on Nox FZE's hosts;
- for a pilot or a grant, re-delivery only.

**3.3** To the extent the law permits, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business or data. Nox FZE's total liability in any 12-month period is limited to the greater of (a) the fees paid or payable in the 12 months before the event and (b) USD 1,000.

**3.4** No third party has rights under this order form. The Venue indemnifies Nox FZE against any third-party claim arising from a citation or statement that breaches clause 2.3.

**3.5** Nothing in this order form limits liability for fraud, willful misconduct or gross negligence, or any liability that the law does not allow to be limited.

**4. Sanctions and conduct warranty.**

**4.1** The Venue warrants, at signature and throughout the Term, that:

- (a) Schedule 1 states correctly its legal name, registration number, jurisdiction and registered address, and every person who ultimately owns or controls it;
- (b) neither the Venue, nor any such person, nor any of its directors is listed on the UAE Local Terrorist List, the UN Security Council Consolidated List, the OFAC SDN List, or the EU or UK consolidated lists, or is owned or controlled by a listed person;
- (c) it is not organized or located in a country under comprehensive UN, UAE, US, EU or UK sanctions;
- (d) it pays fees only from an account or card in its own name, by bank transfer or through the payment processor named on Nox FZE's invoice, never in a virtual asset and never from the funds of a listed person;
- (e) it holds every license its own law requires for the markets that are recorded, and it has disclosed in writing every public regulatory warning or enforcement decision against it for fraud or manipulation; and
- (f) it will tell Nox FZE within 2 business days if any of these statements becomes untrue.

**4.2** Nox FZE screens the Venue at signature and whenever a list changes. A potential match suspends recording until it is resolved. Nox FZE may suspend or end this order form without notice where a sanction requires it.

**5. General.**

**5.1** This order form, and for the pilot the Nox FZE pilot terms version 1.0, is the whole agreement between the parties about its subject; no other terms of Nox FZE apply to it. Nox FZE invoices the Venue directly. A revision of this form is published as a new version and binds the Venue only once signed.

**5.2** Nox FZE and its licensors keep every right in Nox FZE's software, documentation, names and marks, and the Venue receives none, except to check the Record with the open verifier under that verifier's own open-source license. The Venue does not use the service for an unlawful purpose, resell it to third parties as a service, or probe, scan or interfere with the security of Nox FZE's systems. Except as this order form states, and to the extent the law permits, the service is provided without any other warranty, express or implied.

**5.3** If Public Market Data carries any field that identifies an account or a wallet, the license in clause 1.3(c) does not extend to that field until the parties agree otherwise in writing. Nox FZE uses the names, roles, countries and contact details of the persons named in Schedule 1 only to perform this order form and for the screening in clause 4.2, which UAE law requires of it (Cabinet Decision No. 74 of 2020, Article 15), under the UAE Personal Data Protection Law (Federal Decree-Law No. 45 of 2021) and, where it applies, the GDPR (Article 6(1)(f): its legitimate interest in performing this order form and complying with the sanctions law that binds it). It keeps that data for the Term and five years after it, and billing records for as long as UAE tax law requires, then deletes them; requests about it go to legal@noxfze.com. The Venue confirms that it has told each person named in Schedule 1 of this clause.

**5.4** Where Nox FZE processes personal data for the Venue (Schedule 1, part A), it acts as the Venue's processor (GDPR, Article 28(3)): it processes that data only on the Venue's documented instructions, which this order form and the Venue's specification are, unless the law requires otherwise; binds every person who processes it to confidentiality; keeps it secure with measures appropriate to the risk; engages another processor only under a written contract with the same obligations, after 30 days' written notice to the Venue, which may object by ending the Term before the change takes effect; transfers it outside the United Arab Emirates only with the safeguards the UAE Personal Data Protection Law and, where it applies, the GDPR require; helps the Venue answer data subjects' requests and meet its security, breach-notification and impact-assessment obligations; tells the Venue of a personal data breach without undue delay; deletes that data when the service ends, keeping only the transient copies clause 5.5 states; and makes available the information needed to show these obligations are met, and allows for and contributes to inspections by the Venue or an inspector it mandates, on reasonable written notice.

**5.5** Nox FZE keeps no copy of the Record other than two transient copies: encrypted unsealed data, deleted after 24 hours, and the sealed segments kept on the recording host until 7 days after their delivery, for re-delivery to the Venue only.

**5.6** Notices under this order form are given in writing by email: to Nox FZE at legal@noxfze.com, and to the Venue at the address in Schedule 1, part A. Onboarding, the storage setup and every report are handled in writing.

**5.7** This order form, and any dispute arising out of or in connection with it, is governed by the laws of the Emirate of Umm Al Quwain and the applicable federal laws of the United Arab Emirates. Before either party starts proceedings, it notifies the other in writing, and the parties try in good faith to settle the dispute within 30 days of that notice. The courts of the United Arab Emirates sitting in the Emirate of Umm Al Quwain have exclusive jurisdiction.

**5.8** The Venue signs this order form electronically or by hand and returns it by email from an address at its own domain, with the sentence: "[Venue legal name] signs and returns the Nox FZE venue order form version 1.1. I am authorized to sign it on its behalf. [Name, title]". Nox FZE countersigns only after its screening under clause 4.2 is clear. This order form may be signed in counterparts, and neither party may assign it without the other's written consent. The English text governs.

**Schedule 1. Venue, Recorded Instruments, storage and term.**

Part A. The Venue (clause 4.1(a)):

- Legal name: ______________________________________________
- Registration number and jurisdiction: ______________________________
- Registered address: ________________________________________
- Persons who ultimately own or control the Venue: ____________________
- Authorized signatory (name and title): _____________________________
- Email for notices: _________________________________________
- Personal data in Public Market Data (clause 1.5): ☐ none  ☐ as listed: ____________

Part B. Recorded Instruments and channels (clause 1.1):

- Instruments (perpetual and spot only), as on the attached list; number: ________
- Channels: ☐ order book  ☐ trade  ☐ funding
- Public interfaces (endpoints): ____________________________________
- Any further specification of the Venue: _____________________________

Part C. Storage (Venue-owned):

- Storage provider and region: _____________________________________
- Bucket and prefix: ______________________________________________
- Credential: write-only for that bucket, supplied as Nox FZE's onboarding email sets out; the Venue keeps it valid for the Term.

Part D. Term and billing:

- Term: from signature until ended under clause 1.6 or C.3.
- Pilot: 30 days from the first hour delivered; start date: ____________
- Billing (Paid record): ☐ monthly  ☐ annual, prepaid. ☐ Entry tier (up to 10 spot instruments, clause D.1), or blocks of 50 instruments: ____; fee: USD ________ a month or USD ________ a year.

**Schedule 2. Service level (Paid record).**

- **S2.1** The service level is measured per recorder per calendar month as the fraction of hours sealed complete. The commitment is 99.9%, which in every calendar month means every hour outside the exclusions in S2.2 is sealed complete.
- **S2.2** Excluded are the pilot; hours affected by an outage that the Venue itself announced or that stopped every recorder of the Venue; hours sealed as undeliverable, or otherwise affected, because the Venue's storage was unavailable or misconfigured; periods of suspension for nonpayment; and hours affected by a change the Venue requested. A reconnect that the Venue initiates is not an outage of the Venue.
- **S2.3** For each hour outside the exclusions that is not sealed complete, the Venue receives a service credit of 5% of the month's fee (for annual billing, one twelfth of the annual fee), up to 100% of that month's fee. Nox FZE applies it automatically as a discount on the next invoice and, where no further invoice follows, refunds it. A credit is never held as a balance, cannot be transferred and has no other cash value.
- **S2.4** Service credits and re-delivery are the sole remedy for an incomplete Record (clause 3.2).

**Signed for the Venue** by its authorized signatory:

- Signature: _____________________________________________
- Name and title: _________________________________________
- Date: ________________

Signed for Nox FZE by its Director: Director, Nox FZE. Date: ______________________