COINCHANGE GROWTH PRODUCT TERMS & CONDITIONS

The Coinchange Growth Product Terms and Conditions below shall govern your relations with Coinchange and use of the Growth Product only to the extent and subject to the limitations and restrictions set forth herein. 

COINCHANGE GROWTH ACCOUNT TERMS & CONDITIONS 

LAST UPDATED: April 04, 2024. 

These Coinchange Growth Product Terms and Conditions (the “Growth Terms”) between you and COINCHANGE FINANCIALS INC., a Canadian corporation bearing corporate registration number 1087329-2 ("Coinchange"), shall govern your use of the Growth services provided by 

Coinchange ("Growth Services"). The Growth Services are governed by the terms and conditions contained herein, and by the Coinchange Platform General Terms. By completing onboarding to use the Growth Services through Coinchange.io, APIs, or the Coinchange mobile application (collectively the "Coinchange Platform"), you agree that you have read, understand, and accept all of the platform terms and conditions, as well as our Privacy Policy, risk policies, and General Terms. 

These Growth Product Terms may be amended or modified, or new conditions may be imposed, at any time by Coinchange in its sole and absolute discretion. Any such changes or additions will be reflected by an update of this page and you will be notified either by email or directly on your Coinchange account page. Please check all Coinchange Terms and Agreements periodically for changes. Your continued use of Coinchange’s services following the posting of changes to the Terms constitutes full acceptance by you of those changes and that such changes shall apply to your use of such services. 

IMPORTANT NOTICE 

PARTICIPATING IN THE COINCHANGE GROWTH PRODUCT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND USER ACTIVITIES MAY BE SUBJECT TO BANKING LAWS AND REGULATIONS, INVESTMENT LAWS AND REGULATIONS OR REVIEW OR REGULATION BY CERTAIN AUTHORITIES. PRIOR TO ACCESSING OR USING THE COINCHANGE GROWTH PRODUCT, YOU MUST INFORM YOURSELF OF AND OBSERVE ANY REGULATORY RESTRICTIONS APPLICABLE TO YOU. FAILURE TO COMPLY WITH SUCH RESTRICTIONS MAY CONSTITUTE A VIOLATION BY YOU OF THE LAWS AND REGULATIONS OF YOUR JURISDICTION. 

1. Appointment. 

You, being duly authorized, hereby appoint Coinchange to act as your asset manager with respect to your allocated assets or funds held in the specified account (the “Growth Account”) for the period and on the terms set forth herein, and Coinchange accepts such appointment.

2. Instruction. 

You hereby instruct Coinchange to manage at your risk the assets or funds held in the Growth Account as Coinchange deems appropriate and without the need to discuss any transactions with you in advance. The assets or funds shall be managed according to the product selected 

by you. You authorize Coinchange to take all necessary actions to effect cryptocurrency-related transactions for the Growth Account. 

3. Discretion. 

Coinchange may at its sole and absolute discretion and at any time and from time to time buy, sell, or otherwise trade your assets or funds in the Growth Account. This grant of discretion shall remain in full force and effect until Coinchange receives your proper notice of termination of the account. 

4. Asset Deployment/Allocation Specification. 

By funding the Growth Account in conformity with the below Specific Allocation Instructions provision, you (a) direct Coinchange to provide its decentralized finance (“DeFi”) services with respect to such funded assets and (b) confirm the amount to be deployed via the Growth Account. You further acknowledge that certain assets may be subject to early withdrawal fees. In the event that an asset is subject to early withdrawal fees, a schedule of the minimum period and applicable early withdrawal fee will be provided to you. Coinchange may institute early withdrawal fees at their discretion by providing advance notice of any such fees. You confirm that you are fully informed about Coinchange’s Growth Services, its specifications and related risks. By accepting these Terms, you, in view of your financial and personal circumstances, accept all the risks related to utilizing the Growth Account. 

5. Specific Allocation Instructions. You agree to give no specific allocation or deployment instructions other than the amount and currency of assets or funds deployed. 

6. Performance of Deployed Assets. 

You hereby agree not to hold Coinchange liable for performance of deployed assets or funds. You further hereby agree not to hold Coinchange liable for incorrect or omitted third-party information, including but not limited to pricing on virtual currency exchanges. You accept that past performance is not an indication of future performance. You hereby acknowledge that no Coinchange owner, director, employee, representative, or agent is authorized to provide promises, assurances, or guarantees in writing or orally regarding performance of including but not limited to assets, strategies, or funds. 

7. Asset Valuation 

Each day at 00:00 GMT the account asset value shall be determined. A credible pricing source will be used to price the assets in the account and reporting of valuation will be provided by Coinchange.

8. Non-Exclusive Relationship. 

Nothing within these Terms shall be deemed to limit or restrict Coinchange’s right, or the right of any of its officers, directors, or employees, to engage in business or to devote time and attention to the management or other aspects of any business, whether of a similar nature or dissimilar nature, or to render advisory services or services of any kind to any other corporation, firm, association, or individual. You hereby acknowledge and agree that Coinchange may act as an asset manager to other clients and receive fees for such services. The advice given and the actions taken with respect to such clients may differ from advice given, or the time and nature of action taken, with respect to your Growth Account. You further recognize that transactions in a specific asset may not be accomplished for all clients’ accounts at the same time or at the same price. You also acknowledge that in managing your account, Coinchange may purchase or sell assets, in which Coinchange, its officers, directors, or employees, directly or indirectly, have or may acquire a position or interest. 

9. Risk Disclosure. 

You hereby confirm that you understand the DeFi services and accept the inherent risk of DeFi generally and the Coinchange Growth Services specifically. You acknowledge that the Growth Services inherently includes elevated risk compared to Coinchange’s other DeFi strategies and products. You hereby confirm that sufficient information and documentation regarding the Growth Services and the Growth Account has been provided to you and are fully understood by you. You further hereby agree that (a) you fully recognize the risks involved with cryptocurrency and DeFi and acknowledge possible risk of loss and operate cautiously and (b) all transactional operations conducted on the Coinchange platform represent your true investment intentions. By signing and accepting these Terms, you unconditionally accept the potential risks and benefits of your investment decisions with Coinchange’s Growth Services and the Growth Account. 

10. Risk Acknowledgement. 

You hereby agree that Coinchange has not made, and is not making, any guarantees, including but not limited to a guarantee regarding diversification or performance. You further understand that the value of investments made for you by Coinchange may go down as well as up and is not guaranteed in any way. You understand and hereby acknowledge that investment decisions made on behalf of you by Coinchange will not always be profitable due to various market, currency, economic, regulatory, legal, business, and unforeseeable risks. You hereby represent that no party to these Terms has made any guarantee, either oral or written, that your investment objectives will be achieved by engaging Coinchange to provide the Growth Services or by using the Growth Account. 

11. Confirmation of Client Information. 

You certify that all information furnished to Coinchange, including but not limited to your level of financial experience and your ability to take on risk, is true and correct to the best of your knowledge. You understand that any false information provided negligently, willfully or intentionally may result in refusal of this application or immediate termination of your relationship with Coinchange.

12. Information to be Provided by Coinchange. 

Coinchange will to the extent reasonably possible, as determined in Coinchange’s sole and absolute discretion, provide access to account statements, activity reports, and transaction reports. 

13.Liquidity, Marketability, and Distributed Ledger Technology Risks. You understand and accept the risk and possibility of non-performance by third-parties including but not limited to custodians. You further understand and hereby accept the risks related to distributed ledger technology (“blockchain”) functionality, including but not limited to unintentional consequences from blockchain code (“bugs”). You acknowledge that you have sufficient financial knowledge and experience in Distributed Ledger Technology to understand the risks of investing in cryptocurrencies and DeFi. 

14. Network Risks. 

Network delays, computer system failures and other force majeure may lead to delay, suspension or deviation of Coinchange’s execution of the Growth Services. Coinchange will use commercially reasonable efforts, as determined in Coinchange’s sole and absolute discretion, to ensure but not promise that Coinchange’s service execution system runs stably and effectively. Coinchange does not take any responsibility if final execution of an investment on your behalf does not meet your expectations due to the above factors. 

15.Tax/Legal Advice and Nature of Advice 

You hereby acknowledge that you have had the opportunity to review these Terms and the transactions contemplated by these Terms with your legal counsel and tax advisors. You hereby agree that you are relying solely on such counsel and advisors with respect to the tax and legal propriety of these Terms for you. You hereby agree that Coinchange is not able and does not provide tax or legal advice. You acknowledge that information and services provided by Coinchange do not constitute financial advice. You hereby agree to be solely responsible for any tax liabilities arising from your relationship with Coinchange. 

16. Liability. 

Except as may otherwise be provided by law, you specifically agree that Coinchange shall not be liable for: (a) any error in judgment and/or for any investment losses in your account in the absence of fraud, malfeasance, or violation of applicable law; (b) any loss incurred by reason of any act or omission of you, any custodian, any broker-dealer, or any other third-party with whom Coinchange or you may deal in connection with the subject matter of these Terms; (c) any loss, expense, or other liability (including, but not limited to, attorney’s fees) incurred by you or Coinchange arising from or in connection with Coinchange’s compliance with information provided by you believed by Coinchange to be accurate; (d) absence of or insufficient diversification; and (e) any loss or failure or delay in performance of any obligation under these Terms arising out of or caused, directly or indirectly, by circumstances beyond Coinchange’s reasonable control, including but not limited to, acts of God, earthquakes, fires, floods, wars, terrorism, civil or military disturbances, sabotage, epidemics and/or pandemics, riots,

interruptions, loss or malfunctions of utility, computer software or hardware issues, flaws in third party software, hacks, transportation or communication service, accidents, labor disputes, acts of civil or military authority, governmental actions, and inability to obtain labor, material, equipment, or transportation. Nothing in these Terms shall constitute a waiver or limitation of any rights that you may not waive under applicable law. 

17. Lien and Set-Off. 

As per applicable law, Coinchange shall have a lien on all assets and/or funds deployed by you into the Growth Account. You hereby acknowledge that Coinchange maintains the right to set-off against you. 

18. Term. 

Coinchange may suspend, restrict, or terminate your access to the Growth Account or any other Coinchange services at any time with immediate effect for any reason at its sole discretion. Coinchange is under no obligation to disclose the details of such action and you acknowledge such action may be based on confidential criteria essential to maintaining Coinchange’s risk management and security procedures. Upon termination by Coinchange, you may withdraw funds associated with your account unless such transaction is prohibited by applicable law, sanctions programs, or court order. 

You may terminate your accounts with Coinchange without penalty by providing notice to the Coinchange support team. Such termination shall not, however, affect liabilities or obligations incurred or arising from transactions initiated prior to such termination which shall survive any 

expiration or termination. Upon receipt of proper notice, Coinchange may complete any outstanding transactions including but not limited to billing applicable fees, liquidating funds and deploying assets or funds into their original currency. Upon termination, you shall have exclusive responsibility to monitor the assets or funds associated with your Coinchange accounts and Coinchange shall have no further obligation to act with respect to those assets or funds. 

19. Incapacity. 

In the event you die or become legally incapacitated, Coinchange may continue to provide asset management services in accordance with the instructions, investment objectives, risk tolerance, and other financial information provided by you to Coinchange prior to your death or incapacity until receipt of written instructions from a properly appointed or designated representative of you. 

20. Other Terms and Conditions. 

All other terms and conditions of Coinchange apply notwithstanding this agreement. To the extent these Terms conflict with Coinchange’s other terms and conditions, the terms contained herein shall prevail with respect to the Growth Services and the Growth Account. Coinchange’s other terms and conditions can be found here: https://coinchange.io/terms-of-use.

21. Related Fees. 

Coinchange will charge fees on the Growth Account and by using Coinchange Growth Services you agree to pay all applicable fees. Coinchange reserves the right to adjust its pricing and fees and any applicable waivers at any time. The Growth Account fees are applied based on daily asset return performance. Coinchange may charge no fees on the Growth Account in certain periods. At no point will the fees exceed 50% of the asset return performance in one period. Coinchange will calculate the total fees at their discretion and Coinchange shall extract the fees automatically at any time and from time to time in their sole and absolute discretion. 

Users of the Growth Account may also be subject to any applicable deposit or withdrawal fees. 

22. Amendments. 

Coinchange shall have the right to amend these Terms by rescinding or modifying any of its existing provisions or by adding new provisions. Any such amendment shall be effective 7 days (including weekends and holidays) after Coinchange has notified you of any change, or such later date as established by Coinchange. You may not amend these Terms without Coinchange’s prior written consent. 

23. Severability. 

If any part of these Terms is found to be invalid or unenforceable by statute, rule, regulation, decision of a tribunal, or otherwise, it shall not affect the validity or enforceability of the remainder of the Terms. To this extent, the provisions of the Terms shall be deemed to be severable. 

24. Governing Law. 

This agreement shall be governed by and construed in accordance with the substantive laws of Canada which are applicable to contracts made and entirely to be performed therein, without regard to the place of performance hereunder, and the conflict of law principles of Canada. 

25. Signatures. 

You, individually, or, if you are an entity, all of your principals and entity officeholders with authority to act for you, must sign and accept these Terms. Corporate officers, limited liability company members or managers, partners, and fiduciaries must indicate the capacity in which they are acting. These Terms may be executed in counterparts and shall be binding on the parties as if executed in one document. By selecting the "I Accept" button, you are signing and accepting these Terms electronically. You agree your electronic signature is the legal equivalent of your manual signature on this agreement. By selecting "I Accept" you consent to be legally bound by these Coinchange Growth Product Terms and Conditions. 

I have read and agreed to these Coinchange Growth Product Terms and Conditions and have agreed to use Coinchange’s Growth Account on the terms and conditions set forth herein. I am aware of all risks related to and confirm my desire to use Coinchange’s Growth Services.

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