Last Updated: July 21, 2026

Please read these Terms of Service for the Opt-in Rewards Program for U.S. Accredited Investors (“U.S. OIR Terms”) carefully, as they are binding and govern your use of the U.S. OIR Program described herein. By agreeing to these terms, you also agree to abide by the Kraken.com Terms of Service (“Kraken.com Terms,” and together with the U.S. OIR Terms, the “Terms”) as well as Kraken's Exchange Trading Rules. Capitalized terms used but not defined in the U.S. OIR Terms below have the meanings given to them in the Kraken.com Terms. In the event of a conflict between the Kraken.com Terms and these U.S. OIR Terms, the terms of these U.S. OIR Terms will control solely to the extent of the conflict and solely with respect to the subject matter of the U.S. Opt-in Rewards Program. The U.S. Opt-In Rewards Program is enabled by Payward, Inc., a Delaware corporation (the “OIR Provider”).

These U.S. OIR Terms may change at any time and without notice, including updates to (1) reflect changes to our services and Platforms or how we do business; (2) reflect the addition of new services, features, technologies, or offers; (3) address legal, regulatory, or security developments; or (4) prevent harm to our services and Platforms or to those using our services and Platforms. These U.S. OIR Terms can only be modified in writing, and any change will be effective as of the Last Updated date set forth above. You should frequently check the U.S. OIR Terms and the Kraken.com Terms for updates. If you continue to access or use our Platforms or services, after we change any Terms, you agree to all our changes.

These U.S. OIR Terms are a legally binding agreement between “you” (an individual, or an entity acting through an authorized individual) and Payward, Inc. (“we”, “us”, “our”, “Kraken” or “Payward” throughout the Terms).

As a U.S. customer, Payward may provide you the option to contribute and earn rewards on eligible, available and idle account balances you otherwise maintain in your account (the “Opt-In Rewards Program”) subject to the terms and conditions of these U.S. OIR Terms, and your fulfillment of all applicable eligibility criteria.

NO KRAKEN ENTITY IS A BANK OR OTHER DEPOSITORY INSTITUTION. YOUR ACCOUNT ISN’T A DEPOSIT ACCOUNT OR A BANK ACCOUNT. THE OPT-IN REWARDS PROGRAM ISN’T A DEPOSITORY OR BANK PROGRAM. NEITHER YOUR ACCOUNT NOR OPT-IN ASSETS (AS DEFINED HEREIN) ARE COVERED BY INSURANCE AGAINST LOSSES OR SUBJECT TO FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) OR SECURITIES INVESTOR PROTECTION CORPORATION (“SIPC”) PROTECTIONS OR THE PROTECTIONS OF ANY COMPARABLE ORGANIZATION ANYWHERE IN THE WORLD.

Opt-In Rewards Program May Be Deemed an Offering of Securities

(a) Customers who live in the United States who contribute assets to the Opt-In Rewards Program, as specified in Section 1, “Contributions”, acknowledge and agree that they are participating in an offering with OIR Provider that may be deemed an offering and purchase of securities in the United States.

(b) Because the Opt-In Rewards Program may be considered a security for purposes of U.S. federal or state securities laws, your participation in the Opt-In Rewards Program is being conducted in compliance with Rule 506(c) of Regulation D under the Securities Act of 1933 (“Private Placement”).

(c) By participating in the Opt-In Rewards Program, you acknowledge and agree that you are an “accredited investor” within the meaning of Rule 501(a) of Regulation D and that you have accurately provided the information on the Accredited Investor Verification Form and that you will provide any additional information requested therein in order to verify your status as an accredited investor.

(d) For customers who live in the United States, your participation in the Opt-In Rewards Program is contingent upon our verification, in our sole discretion, that you are an “accredited investor.”

Contributions

(a) Eligible Assets. A list of Digital Assets that are currently eligible for the Opt-In Rewards Program is available at https://support.kraken.com/hc/en-us/articles/360044886311-Overview-of-Opt-In-Rewards-on-Kraken (each an “Eligible Asset” and collectively, “Eligible Assets”). We may decide to add or remove assets from the list of Eligible Assets at any time in our sole discretion.

(b) You may contribute Eligible Assets from your account to the Opt-In Rewards Program by selecting the amount and type of Eligible Assets you wish to contribute from your account.

(c) You agree to only contribute Eligible Assets to the Opt-In Rewards Program that comprise available and idle account balances that you initially deposited and reflected in your account for the purpose of trading Fiat Currency and Digital Assets on our services. You can choose to contribute Eligible Assets to the Opt-In Rewards Program for a fixed term (such that Opt-in Assets will be locked and unavailable to withdraw for the duration of the term you choose).

(d) Eligible Assets you contribute from your account to the Opt-In Rewards Program (“Opt-In Assets”) will be in one of two states:

(i) "Unutilized Opt-In Assets", meaning that they remain your property, and are held on a custodial basis and segregated from Kraken’s own assets pursuant to Section 2 of the Kraken.com Terms of Service; or

(ii) "Utilized Opt-In Assets", meaning that they have been borrowed from you by us, with title to and control of such assets passing to us on a non-custodial basis. Section 2 of the Kraken.com Terms of Service does not apply to Utilized Opt-In Assets. Utilized Opt-In Assets will be marked as such in your Account.

(e) By participating in the Opt-In Rewards Program, you provide a standing instruction to lend Opt-In Assets to us and authorisation to us to borrow those contributed Opt-In Assets from you, if and when we call them, and further acknowledge that upon exercising our ability to borrow such Opt-In Assets, title in those Opt-In Assets transfers to us, and those assets shall become Utilized Opt-In Assets. Note that when your Opt-In Assets are contributed to the Opt-In Rewards Program, whether they are Unutilized Opt-In Assets or Utilized Opt-In Assets, they are not available to you for trading and they may not be withdrawn to an external (non-Kraken) account or wallet until returned to you at the end of your fixed term, in accordance with Section 3 of these U.S. OIR Terms. When Opt-In Assets become Utilized Opt-In Assets, they constitute a borrowing by us and we become contractually obligated to return to you an equivalent quantity of the relevant assets upon the end of your fixed term in accordance with Section 3 of these U.S. OIR Terms. Your Account will show whether your Opt-In Assets are Unutilized Opt-In Assets or Utilized Opt-In Assets as the case may be.

(f) We reserve the right to: (i) determine whether Opt-In Assets are treated as Unutilized Opt-In Assets or Utilized Opt-In Assets; (ii) reject or remove any contribution from the Opt-In Rewards Program; (iii) establish minimum or maximum contribution amounts; or (iv) terminate the Opt-In Rewards Program, each at any time and in our sole discretion. In the event we elect to return Opt-In Assets to you pursuant to this Section 1(f), you agree to undertake any other actions we reasonably request in order to facilitate that return. You may not transfer Opt-In Assets or any interest in Opt-In Assets prior to the return of those assets.

Rewards

(a) You may earn rewards on Opt-In Assets (“Rewards”). Rewards, other than Rewards identified as “fixed rate” Rewards, are not guaranteed, and may vary over time. Rewards may be reduced, suspended, or set to zero in circumstances of significant market stress, exceptional market events, operational disruptions affecting the program, or other events that materially impair the operation of the Opt-In Rewards Program, each as determined by us in our sole discretion.

(b) Rewards, if any, will be paid to you by Payward, Inc., and will be subject to tax withholding and tax reporting as required by applicable law.

(c) Reward rates will be determined in our sole discretion based on the type of Opt-In Asset, market conditions and other factors that may impact the Opt-In Rewards Program from time to time. Such Reward rates have no direct relationship to and may not be competitive with benchmark interest rates observed in the market for bank deposit accounts. Furthermore, Reward rates that you may earn in the Opt-In Rewards Program may not be indicative of future Rewards that you may earn if you continue to participate.

(d) We may make available anticipated Reward rates and payment schedules from time to time on or through the services (including “fixed rate” Reward rates) (“Anticipated Rates”). Anticipated Rates are forward-looking statements that reflect current expectations regarding future events, involve significant risks and uncertainties, should not be read as guarantees of future performance or results and won't necessarily be accurate indications of whether or not such performance or results will be achieved. Forward-looking statements are in no way a form of advice, solicitation or offering of or for the Opt-In Rewards Program and should not be interpreted as such. Forward-looking statements are based on various assumptions about the future, involve risks and uncertainties (including those set forth in Section 4, “Risks”), and are not guarantees. Actual results may differ materially from those expressed or implied in any forward-looking statements.

(e) All Rewards will be paid to your account in the same asset as the applicable Opt-In Asset.

(f) Rewards will be calculated and paid with the decimal precision described at https://support.kraken.com/hc/en-us/articles/360044886311-Overview-of-Opt-In-Rewards-on-Kraken, as may be updated by us from time to time in our sole discretion.

Our use of Opt-In Assets

Notwithstanding the foregoing, Kraken may use Utilized Opt-In Assets for any lawful business purposes, including for lending, liquidity provisioning, risk management, treasury management, and related balance sheet management purposes.

Kraken maintains robust risk management and asset segregation practices to safeguard the platform and support the fulfillment of all obligations to Opt-In Rewards Program participants. In the event of insolvency of Payward, Inc., U.S. OIR customers will have an unsecured contractual claim in respect of the return of Utilized Opt-In Assets in accordance with these U.S. OIR Terms.

Risks

The Opt-In Rewards Program is risky. Before participating in the Opt-In Rewards Program, it's important to understand its specific and unique risks. You should carefully review these U.S. OIR Terms. The Opt-In Rewards Program isn't for everyone. You should examine your objectives, financial resources and risk tolerance to determine whether contributing Eligible Assets to the Opt-In Rewards Program is appropriate for you. Some, but not all, of the risks and uncertainties associated with the Opt-In Rewards Program are:

Payward, Inc. isn't a bank or other depository institution. Your account isn't a deposit account or a bank account. The Opt-In Rewards Program isn't a depository or bank program. Opt-In Assets are not covered by insurance against losses or subject to FDIC or SIPC protections or the protections of any comparable organization anywhere in the world. Your Opt-In Assets are not held in a segregated account for your benefit, are not subject to any trust arrangement, and may be commingled with our other assets or otherwise used in connection with our business operations.
The Opt-In Rewards Program, and participation in it, are not registered under the U.S. securities laws. The Opt-In Rewards Program has not been and will not be registered under the U.S. securities laws. However, the U.S. Opt-In Rewards Program is provided in compliance with certain safe harbors under Regulation D that provide an exemption from registration in the event that the Opt-In Rewards Program is deemed to be a security.
Legislative and regulatory changes or actions in the U.S. or your state of residence may have adverse effects. These changes or actions may adversely affect: (i) the use, transfer, and value of Opt-In Assets; (ii) the operations and profitability of the Opt-In Rewards Program; (iii) the tax treatment of the Opt-In Rewards Program; and (iv) your ability to have Opt-In Assets returned to you in a timely manner or at all and (v) our ability to continue operating the Opt-In Rewards Program at all, including as a result of regulatory orders, injunctions, or other governmental actions that may restrict or prohibit our operations in one or more jurisdictions.
Rewards for Opt-In Assets are not guaranteed, and we reserve the right to adjust Reward rates in our sole discretion. We may reduce Reward rates, other than fixed rate Rewards, to zero at any time in circumstances of significant market stress, exceptional market events, operational disruptions affecting the program, or other events that materially impair the operation of the Opt-In Rewards Program, and any such reduction may take effect with limited or no advance notice to you.

Your participation in the Opt-In Rewards Program creates an unsecured contractual obligation with respect to Utilized Opt-In Assets. When you contribute Opt-In Assets to the Opt-In Rewards Program, and those Opt-in Assets become Utilized Opt-In Assets, you become an unsecured contractual creditor of Payward, Inc. were it to become insolvent, subject to bankruptcy or insolvency proceedings, or otherwise unable to meet its obligations. Under such circumstances, you may lose some or all of your Utilized Opt-In Assets. For the avoidance of doubt, Payward takes the position that Unutilized Opt-In Assets remain your assets even in the event of bankruptcy or insolvency proceedings; however, a court may disagree with our treatment of your Unutilized Opt-In Assets and subject them to claims of our creditors.
The manner in which we deploy Utilized Opt-In Assets may result in losses that impair our ability to return assets to participants. We may use Utilized Opt-In Assets in connection with our business operations, including lending, liquidity provisioning, risk management, treasury management, and related balance sheet management purposes. These activities involve risks, including third-party credit risk, market risk, and operational risk, and may result in losses. If the deployment of Utilized Opt-In Assets results in material losses, our ability to return Utilized Opt-In Assets to participants or to pay Rewards may be adversely affected. We have broad discretion in respect of the potential uses of Utilized Opt-In Assets, which means that we may apply such Utilized Opt-In Assets in ways that you do not consider optimal. If we deploy Utilized Opt-In Assets inefficiently or toward uses that do not generate anticipated returns, the value of your participation in the Opt-In Rewards Program may be materially and adversely affected.
The tax treatment of the Opt-In Rewards Program is uncertain and may vary depending on your jurisdiction. Neither the characterization of Opt-In Assets for tax purposes nor the tax treatment of any Rewards earned has been confirmed by any taxing authority. Tax laws applicable to digital assets and rewards programs continue to evolve and may change without notice. You are solely responsible for determining your own tax obligations in connection with the Opt-In Rewards Program. You should consult your own tax advisor before participating in the Opt-In Rewards Program or making any decisions regarding your Opt-In Assets.
You will not be able to access or withdraw your Opt-In Assets during the fixed-term period, regardless of your personal financial circumstances or prevailing market conditions. For fixed-term Opt-In Rewards products, your Opt-In Assets will be locked for the applicable defined term, and you will have no ability to opt out or access your assets during that period, even in the event of extreme market volatility, a significant decline in the value of your Opt-In Assets, or pressing personal financial need. In the event of significant or widespread redemption requests by participants in the Opt-In Rewards Program, there is a risk that we may face liquidity constraints that could further delay or impair our ability to return Opt-In Assets in a timely manner.
For fixed-term Opt-In Rewards products, the value of your underlying digital assets may decline substantially during the applicable fixed term. The estimated Rewards you expect to earn during a fixed term may be offset, in whole or in part, by a decline in the market value of your contributed Opt-In Assets during such period. Because you cannot exit a fixed-term product before the end of the applicable term, you will not be able to mitigate losses arising from such a decline in value by withdrawing your contributed Opt-In Assets. You should carefully consider whether locking your Eligible Assets for a fixed period of between 3 to 18 months is appropriate given the historical volatility of digital asset markets and your own financial circumstances.

You understand, acknowledge, and agree that:

prior to using the Opt-In Rewards Program, you will have read these U.S. OIR Terms in full;
You are solely responsible for, and you assume in full, all risks regarding the Opt-In Rewards Program, including all risks disclosed in this Section, as well as additional risks;
by using the Opt-In Rewards Program, you have determined that such use is appropriate for you.

We cannot guarantee uninterrupted or error-free operation of the Opt-In Rewards Program or that we'll correct all defects or prevent disruptions or unauthorized access. We may suspend or discontinue the Opt-In Rewards Program in our sole discretion at any time. In the event of any disruptions, suspension, or discontinuance of the Opt-In Rewards Program, any Opt-In Assets may stop generating Rewards and you may not receive any (and you may forfeit all) Rewards whatsoever. You hereby acknowledge and agree that we disclaim and have no responsibility for any loss, liability, or damage you may incur, directly or indirectly, in connection with the Opt-In Rewards Program, including any loss, liability or damage arising directly or indirectly from: (a) your use of or inability to use the Opt-In Rewards Program; (b) any interruptions, errors, or defects of the Opt-In Rewards Program; (c) any third-party disruptions of or unauthorized access to the Opt-In Rewards Program; or (d) any suspension or discontinuance of the Opt-In Rewards Program.

Fees

We reserve the right to charge you fees in connection with your participation in the Opt-In Rewards Program.

Representations and Warranties

You represent and warrant that, as of the Effective Date and as of any date thereafter that you contribute Eligible Assets to the Opt-In Rewards Program:

(a) You have full power and authority to agree to these U.S. OIR Terms and, in doing so, won't violate any other agreement to which you are a party;

(b) The provisions of these U.S. OIR Terms constitute legal, valid and binding obligations enforceable against you in accordance with its terms;

(d) You acknowledge and agree that you are an “accredited investor” as such term is defined in Rule 501 of Regulation D;

(e) You don't reside in and are not a citizen of a Restricted Jurisdiction;

(f) All assets you will contribute to the Opt-In Rewards Program are Eligible Assets;

(g) You: (i) have read and understand these U.S. OIR Terms in their entirety; (ii) acknowledge and accept the risks associated with participating in the Opt-In Rewards Program, including those risks described in Section 4; and (iii) were given the opportunity to ask questions of and receive answers from us concerning the terms and conditions of the Opt-In Rewards Program prior to participating or agreeing to participate;

(h) You have such knowledge and experience in financial and business matters, including participation in programs similar to the Opt-In Rewards Program, such that you are fully capable of evaluating the merits and risks of participation in the Opt-In Rewards Program. You acknowledge that you have the ability to bear the economic risks associated with participation in the Opt-In Rewards Program, and

(i) All representations and warranties you made upon your acceptance of the Terms and any additional verification forms were and remain true and complete.

No advice; Independent relationship

Without limiting anything in the Terms, we make no representation or warranty, express or implied, to the full extent not prohibited by applicable law, regarding the advisability of your participation in the Opt-In Rewards Program. Neither Kraken, nor any of its respective officers, directors, employees or affiliates is providing advice, including legal, financial, investment or tax advice, in connection with the Opt-In Rewards Program or your determination to participate in it.

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