Tokenized Equities Agreement

Last Updated: August 28, 2025

This Tokenized Equities Agreement (this “Agreement”) sets forth the terms and conditions upon which Moonshot (“Moonshot,” or “us,” “we,” “our,” or “ours”) agrees to provide access to tokenized equities trading services via our interface that connects to Jupiter Exchange (https://jup.ag/swap) through an API integration (the “Tokenized Equities”). “Moonshot Account” means the trading account you open with Moonshot for the purpose of accessing and trading Tokenized Equities through the Jupiter Exchange protocol, and for purposes of this Agreement, the term “Services” means all websites, mobile apps, platforms, and related services provided to you by Moonshot for accessing Jupiter Exchange trading functionality. Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Terms of Use.


Tokenized Equities trading involves significant risks. Please review our Risk and Other Disclosures carefully before you invest.


This Agreement is binding on and shall inure to the benefit of your estate, heirs, executors, administrators, personal representatives, successors, and assigns. This Agreement is binding on and shall inure to the benefit of Moonshot’s successors and assigns.


Amendment of these Terms: We may amend or modify this Agreement at any time by posting the revised agreement on the Moonshot Site and/or providing a copy to you (each, a “Revised Agreement”). Any Revised Agreement shall be effective as of the time it is posted on the Moonshot Site or provided to you, but will not apply retroactively, unless specifically so stated and with your acknowledgment. Your continued use of the Services after the posting or provision of a Revised Agreement constitutes your acceptance of such Revised Agreement. If you do not agree with the terms of any Revised Agreement, your sole and exclusive remedy is to terminate your use of the Services and close your Moonshot account.


1. Moonshot Role and Representations

Moonshot operates a technical interface that users access to connect to Jupiter Exchange © (https://jup.ag/swap) through API integration (“Jupiter Exchange”). Moonshot is not itself an exchange or trading venue, but rather helps users access the Tokenized Equities trading functionality offered by Jupiter Exchange. Moonshot is not regulated as a broker, dealer, futures commission merchant, or other regulated intermediary in the United States. Moonshot does not solicit, handle, negotiate, match, execute or facilitate trades, nor does it hold, custody or control user funds or assets directly related to Tokenized Equities trading, as all trading activity occurs directly on the Jupiter Exchange protocol. Moonshot provides the technical interface, connectivity, and user experience to allow you to interact with Jupiter Exchange and self-direct transactions.


2. Jupiter Exchange Protocol

You understand and acknowledge that:

  1. Jupiter Exchange is a third-party protocol that provides Tokenized Equities trading functionality.
  2. All Tokenized Equities are executed, settled, and maintained on the Jupiter Exchange protocol, not directly by Moonshot.
  3. The operation, functionality, and availability of the Jupiter Exchange protocol is controlled by Jupiter Exchange, not Moonshot.
  4. Moonshot may be required to update its interface or Services to accommodate changes to the Jupiter Exchange protocol.
  5. Moonshot cannot guarantee the continuous operation or availability of the Jupiter Exchange protocol.
  6. Any fees charged by the Jupiter Exchange protocol are separate from and in addition to any fees charged by Moonshot.

3. User Representations, Warranties, and Acknowledgments
  1. Self-Directed Account. You acknowledge and agree that the Moonshot Account opened with Moonshot is self-directed and you are solely responsible for all orders of Tokenized Equities placed in the Moonshot Account and you will use your Moonshot Account only for yourself, and not on behalf of any third party. You acknowledge and agree further that when you enter a transaction for Tokenized Equities via Moonshot, Jupiter formats your transaction message that is then sent on-chain to Jupiter Exchange. Moonshot does not accept, transmit or otherwise handle transaction instructions.
  2. Non-U.S. Person. You represent that you are, and will be at all times until the termination of this Agreement and satisfaction of all obligations hereunder, a non-U.S., non-Canadian, and non- United Kingdom person and are not located in the United States, Canada, or United Kingdom or any other restricted jurisdiction as set forth in Moonshot’s Terms of Use.
  3. Legal Capacity. You are of legal age in the jurisdiction in which you reside and maintain the capacity and authority to enter into this Agreement.
  4. No Violation of Law. You represent that Tokenized Equities do not and will not violate applicable law, any other law applicable to you, or any judgment, decree, order, or agreement to which you or your property is subject. You further represent that your performance of obligations hereunder are in compliance with applicable law, and you are not the target of applicable governmental sanctions. You acknowledge and agree that this Agreement is binding on and enforceable against you in accordance with its terms.
  5. Contact Information. You are responsible for providing Moonshot with a true, accurate, and complete e-mail address and contact information, and keeping such information up to date. You understand and agree that if Moonshot sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Moonshot will be deemed to have provided the Communication to you. You may update your information by logging into your Moonshot Account and visiting settings or by contacting our support team through our help center.
  6. Accuracy and Completeness of Information. You represent and warrant that all information provided by you to Moonshot and/or its Affiliates (as defined below) is true and correct. You acknowledge and agree to promptly notify Moonshot by contacting support, or by updating your Moonshot Account information online, of any change in any such information or any changes in circumstances which could affect the representations and information provided by you to Moonshot or would in any way affect your ability to enter into any transactions contemplated herein, satisfy any obligation hereunder, or comply with any term of this Agreement. Moonshot may rely on all information you provide to Moonshot or its Affiliates and you agree to provide Moonshot or its Affiliates with any supplemental information they request within the requested time frame. “Affiliate” means any entity under common ownership or control with a person.
  7. Protocol Understanding. You acknowledge that you understand the fundamental operation of Tokenized Equities, including but not limited to funding requirements, pricing, fees and other requirements as maintained by Jupiter Exchange.

4. No Advice Regarding Investment, Tax, Trading or Account Type
  1. None of Moonshot, its Affiliates, or their respective representatives, will: (i) provide you with investment advice or recommendations; (ii) offer any opinion regarding the suitability of any Tokenized Equity, account type, order, transaction, or investment advisor or strategy; (iii) solicit any order for the Moonshot Account or service level; (iv) alert you to any recommended change to your investments, accounts, or services; or (v) provide legal, tax, or accounting advice (the subsections collectively, “Advice”). Nothing on the Moonshot Site is or shall be deemed a recommendation or solicitation to buy or sell Tokenized Equities or any other investment products, or as to the manner in which such Tokenized Equities or investment products are bought or sold, or to engage in any investment strategy.
  2. You will not seek or rely on any Advice, or any communication that could be construed as such, from Moonshot, its Affiliates, or their respective representatives. Discussion of alternatives, such as the different types of Tokenized Equities or other products available to you shall not be deemed “Advice.” Because Moonshot does not provide Advice, Moonshot is not responsible for the suitability or appropriateness of any Tokenized Equity, order, trade, investment, investment strategy, selection of advisor or other activity of User. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You agree that any order submitted to or transaction executed on Jupiter Exchange via Moonshot’s interface is solely your own decision and is based on your own evaluation of your personal financial situation, needs, and investment objective(s). Moonshot does not endorse and is not responsible for any advice, representation, content or other information provided by its Affiliates or third parties, including but not limited to any such information or third party referenced by or accessed through the Moonshot Site.
  3. Information accessible to you through Moonshot tools and services (including through links to outside websites) (“Information”) may be prepared and/or provided by third parties (“Providers”). The Information is the property of the Provider or their licensors, who are solely responsible for its content, and is protected by law. You agree not to reproduce, distribute, sell or commercially exploit the Information in any manner without written consent of the Provider. Moonshot reserves the right to terminate access to the Information. None of the Information constitutes a recommendation by Moonshot or a solicitation to buy or sell. Moonshot, its Affiliates, and the Providers do not guarantee accuracy, timeliness, or completeness of the Information, and you should consult an advisor before making investment decisions. Reliance on information is at your own risk. In no event will Moonshot, any Moonshot Affiliate, or the Providers be liable for consequential, incidental, special or indirect damages arising from use of the Information. THERE IS NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE INFORMATION, INCLUDING WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR USE OR WARRANTY OF NONINFRINGEMENT.
  4. The tax treatment of Digital Asset transactions is uncertain, and it is your responsibility to determine what taxes, if any, arise from transactions using the Services under this Agreement. You are solely responsible for reporting and paying any applicable taxes arising from transactions using the Services, and acknowledge that Moonshot does not provide investment, legal, or tax advice governing these transactions. You should conduct your own due diligence and consult your own tax advisors before making any decisions with respect to transactions in Tokenized Equities.

5. Transactions Authorizations

You authorize Moonshot to provide you with an interface to interact with the Jupiter Exchange protocol. You acknowledge and agree that you will be bound by, and Moonshot may rely upon and act in accordance with any oral, written or electronic instructions which Moonshot believes in good faith to have been given by you, with actual or apparent authority for the Moonshot Account.


6. Applicable Law

All matters relating to this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the Republic of Panama without giving effect to any choice or conflict of law provision or rule (whether of the Republic of Panama or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, this will be decided by Arbitration, following an attempt at conciliation, administered by the Panama Conciliation and Arbitration Centre (CECAP) in accordance with its procedural rules, by its procedural rules. The number of arbitrators shall be three. The seat, or legal place, of arbitration, shall be Panama City. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of the Republic of Panama. The arbitral award shall be final for the Parties, although we retain the right to bring any suit, action, or proceeding against you for breach of this Agreement in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue in such courts.


7. Collateral, Margin and Liquidations
  1. Jupiter Exchange Requirements. You understand and acknowledge that all funding requirements, transaction fees, and other requirements to trade Tokenized Equities are governed by the Jupiter Exchange protocol. Moonshot provides an interface to monitor these requirements but does not control or modify them.
  2. Risk Acknowledgment. You understand and acknowledge that Tokenized Equities trading is highly risky, subject to regulatory uncertainty in certain jurisdictions and may result in a loss of funds. Any loss of funds may not be reversible.

8. Position Limits and Trading Restrictions
  1. You agree that Moonshot, in its sole and absolute discretion, may impose interface-level restrictions that limit the number or size of orders that you may place through the Moonshot interface to Jupiter Exchange. These restrictions may be in addition to any limits imposed by Jupiter Exchange itself.
  2. Moonshot may refuse to access Jupiter Exchange through its interface at any time and for any reason, including but not limited to compliance with applicable law, risk management, or system capacity limitations.
  3. You acknowledge that Jupiter Exchange may have its own position limits, order size limitations, or trading restrictions that Moonshot does not control and for which Moonshot bears no responsibility.

9. Events of Default and Remedies

An “Event of Default” occurs automatically, without notice, if:

  1. You violate, breach, repudiate or fail to perform on a timely basis any term, condition, obligation, or covenant to be performed under this Agreement or the User Agreement, or any other agreement between you and Moonshot or any Moonshot Party;
  2. A proceeding is commenced by or against you under any bankruptcy, insolvency, or similar law, an appointment of a receiver, trustee, liquidator, or similar officer is filed by or against you or your property, or an assignment for the benefit of your creditors is made;
  3. Any representation made by you to Moonshot is inaccurate, incomplete, or misleading;
  4. You die or become legally incompetent; or
  5. Moonshot believes, in its sole and absolute discretion, that any of the foregoing is likely to occur imminently. You acknowledge and agree that upon the occurrence of an Event of Default, without notice, Moonshot shall have the right, in its sole and absolute discretion and subject to Applicable Law, in addition to any other remedy available at law or in equity, to terminate your access to the Moonshot interface.

10. Fees and Charges
  1. Moonshot Fees. You agree to pay all fees charged by Moonshot for providing access to Jupiter Exchange through our interface at the rates and terms specified on the Moonshot Site. Moonshot may change its fee structure from time to time in its sole and absolute discretion. Changes to fees are effective immediately upon posting on the Moonshot Site, unless otherwise specified in writing. If you do not agree with the Moonshot fees, or any changes thereto, you may discontinue your use of Moonshot.
  2. Jupiter Exchange Fees. You acknowledge that Jupiter Exchange may charges its own fees for transactions, including but not limited to trading fees, funding rates, and other charges. These fees are separate from and in addition to any fees charged by Moonshot and are controlled by Jupiter Exchange, not Moonshot.
  3. Network Fees. You are responsible for all blockchain network fees associated with depositing and withdrawing funds to and from Jupiter Exchange. Moonshot does not control these fees and bears no responsibility for their amount or timing.

11. Suspension, Termination, and Cancellation
  1. Moonshot may suspend, restrict, or terminate your access to any or all of the Services, and/or deactivate or cancel your Moonshot Account with immediate effect for any reason at its sole and absolute discretion and is under no obligation to disclose the details of its decision to take such action with you. If Moonshot elects to suspend, restrict or terminate your Moonshot Account, you will no longer be able to access Jupiter Exchange through the Moonshot interface, though you may still be able to access Jupiter Exchange directly through other means not controlled by Moonshot.
  2. You may cancel your Moonshot Account at any time by visiting the account settings page. You will not be charged for canceling your Moonshot Account(s).
  3. If you elect to cancel your Moonshot Main Account, your Moonshot Account will automatically be canceled as of the effective date of the cancellation of your Moonshot Main Account.
  4. Account Termination and Open Positions. If your account is terminated while you have open positions on Jupiter Exchange, you acknowledge that you will need to manage these positions directly through Jupiter Exchange or another interface. Moonshot bears no responsibility for positions that remain open after termination of your account.

12. Service Interruptions and Technical Issues
  1. No Guarantee of Service. Moonshot does not guarantee uninterrupted access to Jupiter Exchange through our interface. You acknowledge that the Services may be unavailable from time to time due to maintenance, technical issues, connectivity problems with Jupiter Exchange, or factors outside our control.
  2. Alternative Access. You acknowledge that if the Moonshot interface is unavailable, you may need to access Jupiter Exchange directly or through another interface to manage your positions. It is your responsibility to understand how to access Jupiter Exchange directly if necessary.
  3. Technical Failures. You assume all risks associated with technical failures, including but not limited to delays, failures in transmission, misinterpretation of instructions, or loss of connection. Moonshot bears no responsibility for losses resulting from such technical failures.

13. Limitation of Liability
  1. IN NO EVENT SHALL MOONSHOT, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, OR REPRESENTATIVES HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY IN CONNECTION WITH ANY USE OF THE MOONSHOT SITE OR THE SERVICES, OR THIS AGREEMENT, WHICH DOES NOT RESULT SOLELY FROM ITS GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT.
  2. MOONSHOT SPECIFICALLY DISCLAIMS ALL LIABILITY FOR ANY LOSSES, DAMAGES, OR OTHER ISSUES RELATING TO THE OPERATION, FUNCTIONALITY, OR AVAILABILITY OF JUPITER EXCHANGE. YOU ACKNOWLEDGE THAT MOONSHOT DOES NOT CONTROL JUPITER EXCHANGE AND BEARS NO RESPONSIBILITY FOR ANY ACTIONS, ERRORS, DELAYS, OR FAILURES OF JUPITER EXCHANGE.
  3. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOONSHOT SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. MOONSHOT DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE MOONSHOT SITE, ANY PART OF THE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. MOONSHOT DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED, OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE SERVICES AND THE MOONSHOT SITE.
  4. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT MOONSHOT WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (I) ANY INACCURACY, DEFECT, OR OMISSION OF CONTRACT PRICE DATA, OR ANY ERROR, DELAY, OR INTERRUPTION IN THE TRANSMISSION OF SUCH DATA; (II) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OUR WEBSITES, SOFTWARE, SYSTEMS OPERATED BY US, OR ON OUR BEHALF OR ANY OF THE SERVICES OR ANY WEBSITE OR SERVICE LINKED TO OUR WEBSITE; (III) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN OUR WEBSITES, SOFTWARE, SYSTEMS OPERATED BY MOONSHOT OR ITS AFFILIATES OR ON THEIR BEHALF OR ANY OF THE SERVICES; (IV) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR MOONSHOT ACCOUNT; OR (V) ANY ISSUES, ERRORS, OMISSIONS, OR FAILURES OF JUPITER EXCHANGE.
  5. e. IN NO EVENT SHALL MOONSHOT, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, OR REPRESENTATIVES, BE LIABLE FOR ANY LOST PROFITS, LOSS OF GOODWILL, OR REPUTATION, LOSS OF DATA, DIMINUTION IN VALUE, OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION, OR BREACH OF DATA, OR ANY OTHER INTANGIBLE PROPERTY, OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE MOONSHOT SITE OR THE SERVICES, OR THIS AGREEMENT, EVEN IF MOONSHOT OR ANY MOONSHOT AFFILIATE HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

14. Indemnification

You agree to indemnify, hold harmless, and defend the Moonshot Parties from any and all liabilities, losses, costs, judgments, penalties, claims, actions, damages, expenses or attorneys’ fees (collectively, “Losses”) arising from or relating to: (i) your use of the Services or transactions through Jupiter Exchange; (ii) any action taken in reliance on any representation, information or instruction received from you; (iii) your breach of this Agreement; (iv) any action taken by Moonshot to enforce its rights under this Agreement; (v) any inquiry, information request, or other action by a third party related to your Moonshot account; (vi) any Event of Default as defined hereunder; or (vii) your violation or infringement of any intellectual property right held by Moonshot or its Affiliates, except to the extent that such Losses directly result from Moonshot’s gross negligence, fraud, or willful misconduct.

15. General Provisions
  1. Entire Agreement. The Terms of Use, this Agreement, including all appendices, agreements, and policies incorporated herein by reference and the Risk Disclosures Statement, and any and all Appendices attached hereto or otherwise available on the Moonshot Site are incorporated by reference herein and collectively comprise the entire understanding and agreement between you and Moonshot as to the subject matter hereof, and supersede any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), between you and Moonshot, unless expressly set forth in writing and mutually agreed upon by Moonshot and you. Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement.
  2. Assignment. Moonshot reserves the right to assign its rights, without restriction or limitation, including to any Affiliate or to any successor in interest of any business associated with the Services. In the event that Moonshot is acquired by or merges with a third party entity, Moonshot reserves the right, in any of these circumstances, to transfer or assign the information Moonshot has collected from you as part of such merger, acquisition, sale, or other change of control. You may not assign any rights and/or licenses granted under this Agreement. Any attempted transfer or assignment by you in violation hereof shall be null and void.
  3. Severability. If any provision of this Agreement shall be determined to be inconsistent with, invalid, or unenforceable under any rule, law, regulation, interpretation or pronouncement of any local, state, federal government agency, court, or regulator, such provision will be deemed changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under Applicable Law and the validity or enforceability of any other provision of this Agreement shall not be affected.
  4. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, account cancellation, general use of the Moonshot Site, disputes with Moonshot, and general provisions, shall survive the termination or expiration of this Agreement.
  5. Non-Waiver of Rights. This Agreement shall not be construed to waive rights that cannot be waived under Applicable Law. In addition, Moonshot’s failure to insist upon or enforce strict performance by you of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of Moonshot’s right to assert or rely upon any such provision or right in that or any other instance.

16. E-Sign Disclosure and Consent
  1. Electronic Delivery of Communications. You agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures (collectively, “Communications”) that Moonshot provides in connection with your Moonshot Account and your use of the Services. Communications include, without limitation:
    1. Terms of Use, Privacy Policy and policies you agree to (e.g., this Agreement, the Risk and Other Disclosures, Referral Terms, any and all Appendices, and each policy incorporated herein by reference), including any updates to these agreements or policies;
    2. Account details, history, transaction receipts, confirmations, and any other account or transaction information;
    3. Legal and regulatory disclosures or statements Moonshot may be required to make available to you; and iv. Responses to claims or user support inquiries filed in connection with your Moonshot Account. Moonshot will provide these Communications to you by posting them on the Moonshot Site, emailing them to you at the primary email address listed in your profile for your Moonshot Account, and/or through other electronic communication such as mobile push notification. You agree that electronically delivered Communications may be accepted and agreed to by you through the Moonshot Site. Furthermore, the parties consent to the use of electronic signatures in connection with your use of the Services.
  2. How to Withdraw Your Consent. Your consent to receive Communication electronically is effective indefinitely unless withdrawn or revoked by you. You may withdraw or revoke your consent to receive Communications electronically by contacting Moonshot. If you withdraw your consent to receive Communications electronically, Moonshot reserves the right to charge you additional fees for paper copies upon notice.