Introduction

Last Modified: August 11, 2021

This is an Asset Management Agreement ("the Agreement") between you and COINCHANGE FINANCIALS INC., a Canadian corporation bearing corporate registration number 1087329-2 ("Coinchange"). This User Agreement ("Agreement") governs your use of the services provided by Coinchange described below ("Coinchange Services" or "Services"). By signing up to use an account through Coinchange.io, APIs, or the Coinchange mobile application (collectively the "Coinchange Site"), you agree that you have read, understand, and accept all of the terms and conditions contained in this Agreement, as well as our Privacy Policy and risk policies.

The below terms will govern your use of the Coinchange Financials Yield Account and the services offered. These 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 Agreement 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 HIGH YIELD ACCOUNT 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 FINANCIAL HIGH YIELD ACCOUNT, 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.

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 "Yield Account") for the period and on the terms set forth in this Agreement, and Coinchange accepts such appointment.

Instruction. You hereby instruct Coinchange to manage at your risk the assets, funds or other investments held in the Yield 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 Yield Account.

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 Yield Account. This grant of discretion shall remain in full force and effect until Coinchange receives proper notice of termination.

Asset Deployment/Allocation Specification. By funding the Yield 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 Yield Account. You confirm that you are fully informed about Coinchange's DeFi services, its specifications and related risks. By signing this Agreement, you, in view of your financial and personal circumstances, accept all the risks related to investing in cryptocurrencies via DeFi.
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Specific Allocation Instructions. You agree to give no specific allocation or deployment instructions other than the amount and currency of assets or funds deployed. The amount and currency of assets or funds deployed are specified in Schedule A of this Agreement and any subsequent additional Schedules.

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, strategy, or funds.

Distribution of Net Profit. The net profit, or net of fee return on deployed assets, is determined by the profit value of a client's deployed funds as result of Coinchange's strategy minus any DeFi and Coinchange fees. The net profit will be distributed at Coinchange's sole discretion over a period decided in Coinchange's sole discretion. Coinchange also has the discretion to reinvest net profits into the DeFi service. You unconditionally authorize Coinchange to distribute net profit according to this discretion.

Non-Exclusive Relationship. Nothing in this Agreement 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 investment 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 Yield 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.

Risk Disclosure. You hereby confirm that you understand the DeFi services and accept the inherent risk of DeFi generally and the DeFi services specifically. You hereby agree that no additional information or documentation regarding the DeFi services or the Yield Account will be provided. You further hereby agree that (a) you fully recognize the risks of investment in cryptocurrency and operate cautiously and(b) all investment operations conducted on Coinchange represent your true investment intentions. By signing this Agreement, you unconditionally accept the potential risks and benefits of your investment decisions with Coinchange's DeFi services and the Yield Account.

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. 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 this Agreement has made any guarantee, either oral or written, that your investment objectives will be achieved by engaging Coinchange to provide the DeFi services or by using the Yield Account.

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.

Information to be Provided by Coinchange. Coinchange will to the extent reasonably possible, as determined in Coinchange's sole and absolute discretion, provide statements to you on a regular basis. Coinchange will also to the extent reasonably possible, as determined in Coinchange's sole and absolute discretion, provide confirmation of transactions.

Liquidity, Marketability, and Distributed Ledger Technology Risks. You understand and accepts 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.

Network Risks. Network delays, computer system failures and other force majeure may lead to delay, suspension or deviation of Coinchange's execution of the DeFi service. 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.

Tax/Legal Advice. You hereby acknowledge that you have had the opportunity to review this Agreement and the transactions contemplated by this Agreement 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 this Agreement for you. You hereby agree that Coinchange is not able and does not provide tax or legal advice. You herey agree to be solely responsible for any tax liabilities arising from your relationship with Coinchange.

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 negligence, 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 this Agreement; (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 this Agreement 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, 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 this Agreement shall constitute a waiver or limitation of any rights that you may not waive under applicable law.

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

Term of the Agreement. This Agreement may be terminated by either party at any time without penalty upon receipt of written notice allowing at least 30 days before the termination date. Such termination shall not, however, affect liabilities or obligations incurred or arising from transactions initiated under this Agreement prior to such termination which shall survive any expiration or termination of this Agreement. 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 in the your Coinchange accounts, and Coinchange shall have no further obligation to act or advise with respect to those assets or funds.

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.

Other Terms and Conditions. All other terms and conditions of Coinchange apply notwithstanding this Agreement. To the extent this Agreement's terms conflict with Coinchange's other terms and conditions, the terms of this Agreement shall prevail with respect to the DeFi services and the Yield Account. Coinchange's other terms and conditions can be found here: https://coinchange.io/terms-of-use.

Fees. The Yield Account shall be charged an investment fee of 25% from the "return earned" on the principal funds deployed into this account. "Return earned" means the profit generated on the funds deployed into the Yield Account net of any third party or other transactional costs (e.g., smart contract fees). Coinchange shall extract the Yield Account fees automatically at any time and from time to time in their sole and absolute discretion.

Amendments. Coinchange shall have the right to amend this Agreement 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 this Agreement without Coinchange's prior written consent.

Severability. If any part of this Agreement 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 this Agreement. To this extent, the provisions of this Agreement shall be deemed to be severable.

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.

Signatures. You, individually, or, if you are an entity, all of your principals and entity officeholders with authority to act for you, must sign this Agreement. Corporate officers, limited liability company members or managers, partners, and fiduciaries must indicate the capacity in which they are acting. This Agreement 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 this Agreement 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 this Agreement's terms and conditions.