Terms & Conditions

This is a User Agreement between you (also referred to herein as “Client,” “User,” or customer) and COINCHANGE FINANCIALS INC. ("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, understood, and accept all of the terms and conditions contained in this Agreement including Section 8.3 (titled "Arbitration; Waiver of Class Action"), as well as our Privacy Policy and risk policies.

Trading of cryptocurrencies has potential rewards and risks involved. As with any asset, the value of Digital Currencies can go up or down and there can be a substantial risk that you lose money buying, selling, holding, or investing in digital currencies. You should carefully consider whether trading or holding Digital Currencies is suitable for you in light of your financial condition. Trading is not suitable for all people. Anyone wishing to invest should seek their own independent professional financial advice. Coinchange is not registered with the U.S. Securities and Exchange Commission and does not offer securities services in the United States or to U.S. persons. The information contained in or provided from or through this Site is not intended to be and does not constitute financial advice, trading advice, or any other type of advice.

GENERAL USE

1. Account Setup

1.1.Eligibility. To be eligible to use the Coinchange Services, you must (a) be at least 18 years old; (b)and have read, understood this Agreement and agree to be bound by it. By using the Coinchange Services and Coinchange Site, you are representing and warranting that you meet the above eligibility requirements. If any of the above requirements. If any of the above representations and warranties are not true with respect to you, you are not permitted to establish an account or use the Coinchange Services and Coinchange Site.

1.2.Terms. We may amend or modify this Agreement at any time by posting the revised agreement on the Coinchange Site and/or providing a copy to you (a “Revised Agreement”). The Revised Agreement shall be effective as of the time it is posted but will not apply retroactively. Your continued use of the Services after the posting of a Revised Agreement constitutes your acceptance of such Revised Agreement. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your account.

1.3. Registration of Coinchange Account. You must register for a Coinchange account to use the Coinchange Services (a "Coinchange Account"). By using a Coinchange Account you agree and represent that you will use Coinchange only for yourself, and not on behalf of any third party, unless you have obtained prior approval from Coinchange. You are fully responsible for all activity that occurs under your Coinchange Account. We may, in our sole discretion, refuse to open a Coinchange Account, or limit the number of Coinchange Accounts that you may hold or suspend or terminate any Coinchange Account or the trading of specific Digital Currency in your account. If you wish to change your address registered with us, we will ask you to provide information to verify your address change including such supporting documents as specified on the Coinchange Site, or in our correspondence with you.

Upon establishing an account, we grant you a non-transferable, non-exclusive license to access the Coinchange Services and Coinchange Site in accordance with this Agreement. However, we reserve the right to revoke that license and your access to the Coinchange Services and Coinchange Site without cause or justification at any time.

You are only permitted to hold one account at a time on our Service. You agree not to establish more than one account at any time and that we may remove accounts we deem to be duplicates. In making such a determination, we may consider any personal information you provide to us, or which we have collected pursuant to our Privacy Policy.

You agree to promptly provide us with such information and documents we may request from time-to-time, regarding your use of our Service. This may include the names of individuals you are sending or receiving Digital Currencies to or from in connection with our Service, or as may otherwise be required for our compliance with applicable laws, rules and regulations.

You agree that access to the Coinchange Services and Coinchange Site constitutes good and valuable consideration in exchange for agreeing to this Agreement, our Privacy Policy, and all other documents and policies incorporated by reference.

1.4. Identity Verification. During registration for your Coinchange Account, you agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to use the Coinchange Services. Your access to one or more Coinchange Services and the limits that apply to your use of the Coinchange Services, may be altered as a result of information collected about you on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number,

e-mail address, date of birth, taxpayer identification number, a government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) and in some cases (where permitted by law), special categories of personal data, such as your biometric information. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. This is an identity check only and should have no adverse effect on your credit rating. Further, you authorize your wireless operator to use your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status details, if available, solely to allow verification of your identity and to compare information you have provided to Coinchange with your wireless operator account profile information for the duration of the business relationship. See our Privacy Policy for how we collect, store and use your data.

1.5. Access. To access the Coinchange Services, you must have the necessary equipment (such as a smartphone or laptop) and the associated telecommunication service subscriptions to access the Internet. The Coinchange Services can be accessed directly using the Coinchange Site. Access to Coinchange Services may become degraded or unavailable during times of significant volatility or volume. This could result in the inability to buy, sell, or otherwise transact for periods of time and may also lead to support response time delays. Although we strive to provide you with excellent service, we do not represent that the Coinchange Site or other Coinchange Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open. Coinchange shall not be liable for any losses resulting from or arising out of transaction delays.

2. Depositing Digital Currencies and Third Party Custodial Services

2.1. Third Party Wallet Services. When users deposit or purchase Digital Currencies via Coinchange Service, they are delivered and held under in the third party digital asset, Fireblocks Ltd., operating as "Fireblocks.” Fireblocks is a American private corporation. We are not affiliated with Fireblocks, meaning we do not own or control Fireblocks and vice versa. As of the last date this Agreement was amended, Fireblocks' registered office address is 500 7th Ave, New York, NY 10018, United States. For more information about Fireblocks and their digital asset custody service, visit https://www.fireblocks.com/.

By using the Coinchange Services, you consent to the use of and our integration with Fireblocks to act as a holder of your digital currencies. You further consent to the Digital Currencies which you purchase or deposit in connection with Coinchange Services being delivered to and held by Fireblocks

You agree and acknowledge that (a) the Digital Currency balances displayed in your account on the Coinchange Site are a display of the amounts held by Fireblocks on your behalf; and (b) the wallet addresses and corresponding QR codes displayed within your account, to facilitate deposits, are wallet addresses for deposits being made directly to Fireblocks.

We do not, nor do we purport to have, legal title to or ownership of Digital Currencies which (a) are delivered to Fireblocks by you directly (from an external digital wallet you control); or (b) delivered to Fireblocks by us, on your behalf, in connection with the purchase or exchange of Digital Currencies you make on our Service. You agree that we may send FIreblocks your name and account information (including account transaction details) for Fireblocks to reconcile and confirm they hold your Digital Currencies.

To the extent you purchase or deposit Digital Currencies which are held by Fireblocks in connection with our Service, you agree to keep your Digital Currencies free from any liens, encumbrances, charges, or claims, unless disclosed and agreed to by us and Fireblocks, in writing.

Title to Digital Currency shall at all times remain with you and shall not transfer to Coinchange. As the owner of Digital Currency in your Fireblocks wallet and reflected on your Coinchange Account, you shall bear all risk of loss of such Digital Currency. Coinchange shall have no liability for Digital Currency fluctuations. None of the Digital Currencies in your Fireblocks wallet and reflected on your Coinchange Account are the property of, or shall or may be loaned to, Coinchange; Coinchange does not represent or treat assets in your Fireblocks wallet and reflected on your Coinchange Account as belonging to Coinchange. Coinchange may not grant a security interest in the Digital Currency held in your Fireblocks wallet and reflected on your Coinchange Account. Except as required by a facially valid court order, or except as provided herein, Coinchange will not sell, transfer, loan, hypothecate, or otherwise alienate Digital Currency in your Fireblocks wallet and reflected on your Coinchange Account unless instructed by you.

You control the Digital Currencies held in your Fireblocks wallet and reflected on your Coinchange Account. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Digital Currency by sending it to a different blockchain address. As long as you continue to custody your Digital Currencies with Fireblocks via Coinchange, Fireblocks shall retain control over

electronic private keys associated with blockchain addresses operated by Coinchange, including the blockchain addresses that hold your Digital Currency. You acknowledge that Digital Currency is not subject to protections or insurance, including protections and insurance provided by the United States Federal Deposit Insurance Corporation or the United States Securities Investor Protection Corporation.

In order to more securely custody assets, Fireblocks may use shared blockchain addresses, controlled by Fireblocks, to hold Digital Currencies held on behalf of Coinchange customers and/or held on behalf of Coinchange. Although we maintain separate ledgers for Client and Coinchange accounts, Coinchange shall have no obligation to segregate by blockchain address Digital Currencies owned by you from Digital Currencies owned by other customers or by Coinchange.

2.2. Withdrawing Digital Currencies to External Digital Wallets. While management of the Digital Currencies you purchase or deposit are held by Fireblocks, you may elect to withdraw your Digital Currencies to an external digital wallet address for which you (and neither we nor Fireblocks) will control the private keys for.

As our Service may facilitate the withdrawal of your Digital Currencies from Fireblocks', you authorize us to send withdrawal instructions to Fireblocks on your behalf. We will only accept and act on withdrawal instructions based on the actions taken from within your account on our Service. To facilitate the withdrawal of your Digital Currencies held by Fireblocks, when a withdrawal request is made within your account, our software sends instructions to Fireblocks, on your behalf, to send your Digital Currencies to an external digital wallet address you specify.

It is your responsibility to ensure that any incoming or outgoing Digital Currencies are sent to the correct digital wallet address; whether displayed by us in your account on the Service, or whether the address is an external wallet address. Your failure to do so may result in the permanent loss of such Digital Currencies, and you acknowledge that this is an inherent risk of using cryptocurrencies. Without limiting any other section of these Terms which restricts or limits our liability, you agree that we shall not be held liable or responsible for any damages or losses, howsoever caused (including by negligence or otherwise), which you suffer, arising from or in any way related to Digital Currencies being sent to the wrong wallet address or the use of Fireblocks as a third party digital asset. If you elect to withdraw any Digital Currencies using our Service, you accept full responsibility and liability for ensuring the accuracy of the external digital wallet address and the custody and control of, and access to, the external digital wallet address and related private keys.

Processing times for withdrawing and making delivery of your Digital Currencies via Fireblocks may vary based upon the network times of the applicable Digital Currency and Fireblocks' processing times.

2.3. Supported Digital Currencies. Your Coinchange Account is intended solely for proper use of Supported Digital Currencies as designated on the Coinchange Site. Under no circumstances should you attempt to use your Coinchange Account to store, send, request, or receive digital currencies we do not support. Coinchange assumes no responsibility in connection with any attempt to use your Coinchange Account with digital currencies that we do not support. If you have any questions about which Digital Currencies we currently support, please contact us.

2.4. Supplemental Protocols Excluded. Unless specifically announced on the Coinchange Site or other official public statement of Coinchange, Supported Digital Currencies excludes all other protocols and/or functionality which supplement or interact with the Supported Digital Currency. This exclusion includes but is not limited to: metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins or other functionality, such as staking, protocol governance, and/or any smart contract functionality, which may supplement or interact with a Digital Currency we support. Do not use your Coinchange Account to attempt to receive, request, send, store, or engage in any other type of transaction or functionality involving any such protocol as Coinchange is not configured to detect, secure, or process these transactions and functionality. Any attempted transactions in such items will result in loss of the item. You acknowledge and agree that supplemental protocols are excluded from Supported Digital Currency and that Coinchange has no liability for any losses related to supplemental protocols.

2.5.Operation of Digital Currency Protocols. We do not own or control the underlying software protocols which govern the operation of Digital Currency supported on our platform. Generally, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. We assume no responsibility for the operation of the underlying protocols and we are not able to guarantee the functionality or security of network operations. In particular, the underlying protocols may be subject to sudden changes in operating rules (including “forks”). Any such material operating changes may materially affect the availability, value, functionality, and/or the name of the Digital Currency you store in your Digital Currency Wallet. Coinchange does not control the timing and features of these material operating changes. It is your responsibility to make yourself aware of upcoming operating changes and you must carefully consider publicly available information and information that may be provided by Coinchange in determining whether to continue to use a Coinchange Account for the affected Digital Currency. In the event of any such operational change, Coinchange reserves the right to takes such steps as may be necessary to protect the security and safety of assets held on the Coinchange platform,

including temporarily suspending operations for the involved digital currency(ies), and other necessary steps; Coinchange will use its best efforts to provide you notice of its response to any material operating change; however, such changes are outside of Coinchange’s control and may occur without notice to Coinchange. Coinchange’s response to any material operating change is subject to its sole discretion and includes deciding not to support any new digital currency, fork, or other actions. You acknowledge and accept the risks of operating changes to Digital Currency protocols and agree that Coinchange is not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules. You acknowledge and accept that Coinchange has sole discretion to determine its response to any operating change and that we have no responsibility to assist you with unsupported currencies or protocols.

2.6. USDC Wallets. You may also elect to buy USD Coin via Coinchange, a Digital Currency fully collateralized by the US Dollar, which is issued by Circle Internet Financial (“Circle”) and supported by Coinchange and Fireblocks (“USDC”). You are the owner of the balance of your Fireblocks USDC Wallet. Coinchange is not the issuer of USDC, does not hold U.S. Dollars on reserve for USDC holders, and has no obligation to repurchase your USDC for USD. You can redeem your USDC with Circle, and Coinchange may also elect to repurchase your USDC in exchange for USD. You agree to be bound by the terms of the Circle USDC Agreement (located at https://support.usdc.circle.com/hc/en-us/articles/360001233386-Circle-USDC-Us er-Agreement), which provides additional obligations, undertakings, and limitations with respect to USDC.

3. Fiat Currency Accounts

3.1. How We Hold Your Fiat Currency

We hold your fiat currency deposits in one or more: omnibus bank accounts (each an “Omnibus Account”) at depository institutions (each, a “Bank”).

Each Omnibus Account is: (a) in our name, and under our control; (b) separate from our business, operating, and reserve bank accounts; (c) established specifically for the benefit of Coinchange customers; and (d) represents a banking relationship, not a custodial relationship, with each Bank. You agree and understand that Omnibus Accounts do not create or represent any relationship between you and any of our Banks.

Your fiat currency deposits are: (a) held across our Omnibus Accounts in the exact proportion that all Coinchange customer fiat currency deposits are held across our Omnibus Accounts; (b) not treated as our general assets; (c) fully owned by you; and (d) recorded and maintained in good faith on our ledgers and reflected in a sub-account (i.e., the fiat account of your Coinchange Account

(your “Fiat Account”)) so that your interests in our Omnibus Accounts are readily ascertainable. Our records permit the determination of the balance of U.S. dollars for a particular Coinchange customer as a percentage of total commingled U.S. dollars held FBO all Coinchange customers in all Omnibus Accounts in a manner consistent with 12 C.F.R. § 330.5(a)(2).

Notwithstanding anything herein to the contrary, you agree and understand that (a) we may hold some or all of your fiat currency deposits in Omnibus Accounts that do not receive any interest, and (b) we may hold some or all of your fiat currency deposits in Omnibus Accounts that do receive interest and/or other earnings and, in such case, you agree to pay us a fee equal to the amount of any such interest and/or other earnings attributable or allocable to your fiat currency deposits as payment for the services we provide to you under this Agreement. You agree and understand that we shall collect any such payment, equal to the amount of such allocable interest and/or other earnings, simultaneously upon being paid such interest and/or other earnings to our Omnibus Accounts. In addition, you agree and understand that we may receive compensation for our Omnibus Accounts, either in the form of services provided at a reduced rate, the payment of a referral fee, or otherwise. Any such compensation will be retained by us and you agree and understand that you will not receive any portion of such compensation.

You should note the following information about each of our Omnibus Accounts:

We do not have a reversionary interest in any of our Omnibus Accounts;

Your rights in our Omnibus Accounts are limited to the specific amount of fiat currency in your Fiat Account;

You direct the movement of fiat currency into and out of our Omnibus Accounts by providing direction to us through the Coinchange Site as specified in this Agreement;

To the extent that interest and/or other earnings are attributable or allocable to your fiat currency deposits held across our Omnibus Accounts, you agree to pay us a fee equal to the amount of any such interest and/or other earnings as payment for the services we provide to you under this Agreement, which you agree and understand that we shall collect simultaneously upon being paid such interest and/or other earnings to our Omnibus Accounts;

Our Omnibus Accounts are comprised of fiat currency belonging to you and other Coinchange customers;

Our Banks and financial institutions accept instruction only from us and our agents and will not accept any instruction from you; and

Our Banks and financial institutions do not act as custodians for Digital Assets, and are not involved in our Digital Asset exchange activities or in the oversight of such activities.

3.2.FDIC Insurance

U.S. dollar deposits in your Fiat Account held in one or more Omnibus Accounts at one or more Banks located in the United States are held with the intention that they be eligible for Federal Deposit Insurance Corporation (“FDIC”) “pass-through” deposit insurance, subject to the Standard Maximum Deposit Insurance Amount per FDIC regulations (currently $250,000 per eligible Coinchange customer) and other applicable limitations. Our policy is to comply, in good faith, with the regulations and other requirements of the FDIC for pass-through deposit insurance, including those contained in 12 C.F.R. § 330.

Non U.S. dollar deposits held at any Banks or financial institutions, as well as U.S dollar deposits held at Banks or financial institutions located outside of the United States, may not be subject to or eligible for FDIC deposit insurance.

Certain circumstances may require us to transfer fiat currency between two or more of our Omnibus Accounts or terminate our relationship with one of our Banks. Movements of fiat currency between Omnibus Accounts are recorded in detail and will not affect the available balance in the Fiat Account of your Coinchange Account or jeopardize the availability of FDIC insurance, subject to applicable limitations.

3.3.Fiat Deposits and Withdrawals

3.3.1. Fiat Currency Deposits Generally. We do not accept fiat currency deposits from third parties for your benefit. Fiat currency deposits are only accepted from a bank account is in the name of an individual or institution that has successfully completed our customer due diligence program and that is named on the Coinchange Account (each, a “User Bank Account”). If a fiat currency deposit does not originate from a User Bank Account, it will be rejected and returned immediately.

3.3.2. Wire Deposits. We accept wire deposits from User Bank Accounts. Wire deposits are made available for trading as soon as they settle to one of our Omnibus Accounts; however, we reserve the right to hold funds in the amount of the wire deposit and/or Digital Assets sufficient to cover these funds, which may exceed the amount of funds from the wire deposit based on Coinchange’s assessment of potential fluctuations of the price of such Digital Assets, and to prevent withdrawal until the wire deposit is considered settled (typically within one business day). Once your wire deposit is considered settled, you will be able to withdraw these funds and

any such Digital Assets. Wire deposits sent before 3pm ET by domestic wire from your User Bank Account will typically settle and be credited to your Coinchange Account on the same day or next business day. Wire deposits may not be credited outside of normal banking hours. You agree and understand that wire deposit settlement times are subject to bank holidays, the internal processes and jurisdiction of your bank, and the internal processes of our Banks and financial institutions. You further agree and understand that in certain situations, wire deposit settlement times may be delayed in connection with Coinchange Site downtime or disruptions to Coinchange or the Banks with which Coinchange has established Omnibus Accounts.

3.3.3. Fiat Withdrawals Generally. Fiat currency withdrawals are only permitted to User Bank Accounts. Your initiation of a fiat currency withdrawal using your User Account login credentials and other required forms of authentication, when applicable, will be deemed to be your authorization for Coinchange to execute any such withdrawal.

3.3.4. Wire Withdrawals. We process wire withdrawals to User Bank Accounts. Wire withdrawals initiated before 3pm ET will typically be processed on the same day or next Business Day. Wire withdrawals may not be processed outside of normal banking hours. We cannot guarantee that you will be able to cancel a wire withdrawal instruction. Coinchange is not liable to you if, for any reason, we do not cancel a wire withdrawal. You agree and understand that wire withdrawal transfer times are subject to bank holidays, the internal processes and jurisdiction of your bank, and the internal processes of our Banks and financial institutions. You further agree and understand that in certain situations, wire withdrawal settlement times may be delayed in connection with Coinchange Site downtime or disruptions to Coinchange or the Banks with which Coinchange has established Omnibus Accounts.

3.4. Holds on Withdrawals of Digital Currencies and Fiat Funds. To prevent fraud and reduce risk, we may also, at any time, and without liability to you, place holds on your account, restricting your ability to purchase Digital Currencies and/or withdraw Digital Currencies or USA / Canadian fiat currency.

While the Canadian dollar balance of your account may display immediately or soon after you initiate a deposit with us, it typically take 5-10 business days, but sometimes longer, for us to confirm receipt of your Canadian dollar deposit with our own financial institutions.

For some account holders, we permit you to immediately buy Digital Currencies using the funds we anticipate receiving from you, even though we have not yet confirmed receipt of your Canadian dollar deposit. For that reason, even though your Digital Currencies purchased will be displayed in your account and

delivered to Fireblocks, we place holds on, and we will not execute any instructions to withdraw the Digital Currencies from Fireblocks until we confirm your Canadian / USD dollar deposit.

3.4.1. Remedies for Deficient Account Balances. IF, FOR ANY REASON, YOUR ACCOUNT IS IN ARREARS, OR A FUNDING TRANSACTION FAILS OR IS REVERSED BY A BANK, PAYMENT PROCESSOR OR SIMILAR ENTITY, RESULTING IN A BALANCE OWING TO US, YOU AGREE THAT WE MAY, WITHOUT NOTICE TO YOU, LIQUIDATE ANY DIGITAL CURRENCIES ASSOCIATED WITH YOUR ACCOUNT IN ORDER TO REPAY ANY SUCH AMOUNTS OWING TO US. TO THE EXTENT THERE IS ANY SHORTFALL IN AMOUNTS OWING TO US, YOU AGREE TO PROMPTLY PAY US SUCH AMOUNTS.

4. Transactions

4.1.Transactions on the Coinchange Site. When you purchase (buy) or sell Digital Currency on the Coinchange Site, you are not buying Digital Currency from Coinchange or selling Digital Currency to Coinchange. Coinchange acts as the agent, transacting on your behalf, to facilitate that purchase or sale between you and other cryptocurrency buyers or sellers. Digital Currency purchases and sales are collectively referred to herein as “Digital Currency Transactions”. Your Digital Currency Transaction must follow the relevant instructions on the Coinchange Site. Coinchange reserves the right to cancel any Digital Currency Transaction after Coinchange quotes a transaction price. If Coinchange cannot complete your Digital Currency Transaction for any reason (such as price movement, market latency, inability to find a counterparty for your transaction, or order size), Coinchange will reject the order and notify you of such rejection. You will not be charged for a rejected transaction.

4.2.Fees. In general, CCF charges transactional fees with no other hidden fees. By using Coinchange 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. We will always notify you of the pricing and fees which apply to your transaction when you authorize the transaction and in each receipt we issue to you. We may charge network fees (miner fees) to process a Digital Currency Transaction on your behalf. We will calculate the network fee in our discretion, although we will always notify you of the network fee at or before the time you authorize the Digital Currency Transaction. You are responsible for paying any fees charged by your financial service provider.

4.3. Revocation. When you give us instructions to purchase (buy) or sell Digital Currency, you cannot withdraw your consent to that purchase or sale unless the purchase or sale is not scheduled to occur until a future date (a "Future Transaction"). In the case of a Future Transaction, you may withdraw your consent up until the end of the business day before the date that the Future

Transaction is scheduled to take place. To withdraw your consent to a Future Transaction, follow the instructions on the Coinchange Site.

4.4. Unauthorized and Incorrect Transactions. When a Digital Currency Transaction occurs using your credentials, we will assume that you authorized such transaction, unless you notify us otherwise. If you believe you did not authorize a particular transaction or that a transaction was incorrectly carried out, you must contact us as soon as possible. It is important that you regularly check your Coinchange Account balances and your transaction history regularly to ensure you notify us as soon as possible of any unauthorized or incorrect transactions to. We are not responsible for any claim for unauthorized or incorrect transactions unless you have notified us in accordance with this section.

4.5. Account Information. You will be able to see your Digital Currency Wallet balances using the Coinchange Site. You can also see your transaction history using the Coinchange Site, including (a) the amount (and currency) of each Digital Currency Transaction, (b) a reference to the identify of the payer and/or payee (as appropriate), (c) any fees charged (excluding any spread, or margin, over the prevailing market rate on Coinchange’s trading platform), (d) if applicable, the rate of exchange, and the amount (in the new currency) after exchange (where you are the payer) or the amount (in the original currency) before the exchange (where you are the payee), and (e) the date of each Digital Currency Transaction.

4.6. Consent to access, processing and storage of your personal data. You consent to us accessing, processing and retaining any personal information you provide to us for the purpose of us providing Coinchange Services to you. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws and regulations. You can withdraw your consent at any time by closing your account with us. However, we may retain and continue to process your personal information for other purposes. Please see our Privacy Policy for further information about how we process your personal data, and the rights you have in respect of this.

4.7. Reversals & Cancellations. You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful, if your payment method has insufficient funds, or if you reverse a payment, you authorize Coinchange, in its sole discretion, either to cancel the transaction or to debit your other payment methods, including Digital Currency Wallet balances or other linked accounts, in any amount necessary to complete the transaction. We reserve the right to refuse to process, or to cancel or reverse, any Digital Currency Transaction or Transfers in our sole discretion, even after funds have been debited from your account(s), if we suspect the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; in response to a subpoena, court order, or other

government order; if we reasonably suspect that the transaction is erroneous; or if Coinchange suspects the transaction relates to Prohibited Use or a Prohibited Business as set forth below. In such instances, Coinchange will reverse the transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or on the same terms as the cancelled transaction.

4.8.Payment Services Partners. Coinchange may use a third party payment processor to process any payment between you and Coinchange.

5. Digital Currency Transfers

5.1.Generally. If you have sufficiently verified your identity, your Digital Currency Wallet enables you to send Supported Digital Currency to, and request, receive, and store Supported Digital Currency from, third parties by giving instructions through the Coinchange Site. Your transfer of Supported Digital Currencies between your other digital currency wallets (including wallets not represented on the Coinchange Site) and to and from third parties is a “Digital Currency Transfer.”

5.2.Pending Transactions. Once a Digital Currency Transfer is submitted to a Digital Currency network, the transaction will be unconfirmed and remain in a pending state for a period of time sufficient to confirmation of the transaction by the Digital Currency network. A Digital Currency Transfer is not complete while it is in a pending state. Pending Digital Currency Transfers that are initiated from a Coinchange Account will reflect a pending transaction status and are not available to you for use on the Coinchange platform or otherwise while the transaction is pending.

5.3. Inbound Digital Currency Transfers. When you or a third party sends Digital Currency to a Coinchange wallet from an external wallet not hosted on Coinchange (“Inbound Transfers”), the person initiating the transaction is solely responsible for executing the transaction properly, which may include, among other things, payment of sufficient network or miner’s fees in order for the transaction to be successful. Insufficient network fees may cause an Inbound Transfer to remain in a pending state outside of Coinchange’s control and we are not responsible for delays or loss incurred as a result of an error in the initiation of the transaction and have no obligation to assist in the remediation of such transactions. By initiating an Inbound Transfer, you attest that you are transacting in a Supported Digital Currency which conforms to the particular Coinchange wallet into which funds are directed. For example, if you select an Ethereum wallet address to receive funds, you attest that you are initiating an Inbound Transfer of Ethereum alone, and not any other currency such as Bitcoin or Ethereum Classic. Coinchange incurs no obligation whatsoever with regard to unsupported digital currency sent to a Coinchange Account or Supported Digital Currency sent to an incompatible Digital Currency wallet. Erroneously

transmitted funds will be lost. We recommend customers send a small amount of Supported Digital Currency as a test prior to initiating a send of a significant amount of Supported Digital Currency. Coinchange may from time to time determine types of Digital Currency that will be supported or cease to be supported.

5.4.Outbound Digital Currency Transfers. When you send Digital Currency from your Coinchange Account to an external wallet (“Outbound Transfers”), such transfers are executed at your instruction by Coinchange. You should verify all transaction information prior to submitting instructions to us. Coinchange shall bear no liability or responsibility in the event you enter an incorrect blockchain destination address. We do not guarantee the identity or value received by a recipient of an Outbound Transfer. Digital Currency Transfers cannot be reversed once they have been broadcast to the relevant Digital Currency network, although they may be in a pending state, and designated accordingly, while the transaction is processed by network operators. Coinchange does not control the Digital Currency network and makes no guarantees that a Digital Currency Transfer will be confirmed by the network. We may refuse to process or cancel any pending Outbound Digital Currency Transfers as required by law or any court or other authority to which Coinchange is subject in any jurisdiction. Additionally, we may require you to wait some amount of time after completion of a transaction before permitting you to use further Coinchange Services and/or before permitting you to engage in transactions beyond certain volume limits.

5.5.Third Party Merchants. We have no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase from a third party (including other users of Coinchange Digital Currency Services). We are not responsible for ensuring that a third party buyer or a seller you transact with will complete the transaction or is authorised to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party using Digital Currency transferred using the Coinchange Digital Currency Services, or if you have a dispute with such third party, you should resolve the dispute directly with that third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify Coinchange so that we may consider what action to take, if any.

5.6. Debts. In the event that there are outstanding amounts owed to us hereunder, including in your Coinchange Account, Coinchange reserves the right to debit your Coinchange Account or Coinchange Pro Account accordingly and/or to withhold amounts from funds you may transfer from your Coinchange Pro Account to your Coinchange Account.

6. Data Protection and Security

6.1.Personal Data. You acknowledge that we may process personal data in relation to you (if you are an individual), and personal data that you have provided or in the future provide to us in relation to your employees and other associated or other individuals, in connection with this Agreement, or the Coinchange Services. Accordingly, you represent and warrant that: (a) your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up to date and relevant when disclosed; (b) before providing any such personal data to us, you have read and understood our Privacy Policy, which is available at https://coinchange.io/privacypolicy, and, in the case of personal data relating to an individual other than yourself, have (or will at the time of disclosure have) provided a copy of that Privacy Policy (as amended from time to time), to that individual; and (c) if from time to time we provide you with a replacement version of the Privacy Policy, you will promptly read that notice and provide a copy to any individual whose personal data you have provided to us.

6.2.Security Breach. If you suspect that your Coinchange Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and / or Coinchange (together a "Security Breach"), you must notify Coinchange as soon as possible and continue to provide accurate and up to date information throughout the duration of the Security Breach. You must take any steps that we reasonably require to reduce, manage or report any Security Breach. Failure to provide prompt notification of any Security Breach may be taken into account in our determination of the appropriate resolution of the matter.

7. General Use, Prohibited Use, Death of Account Holder and Termination

7.1.Limited License. We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the Coinchange Services, Coinchange Site, and related content, materials, information (collectively, the "Content") solely for purposes approved by Coinchange from time to time. Any other use of the Coinchange Site or Content is expressly prohibited and all other right, title, and interest in the Coinchange Services, Coinchange Site or Content is exclusively the property of Coinchange and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part without the prior written consent of Coinchange. "Coinchange.io", "Coinchange", “Coinchange Pro”, and all logos related to the Coinchange Services or displayed on the Coinchange Site are either trademarks or registered marks of Coinchange or its licensors. You may not copy, imitate or use them without Coinchange's prior written consent.

7.2.Website Accuracy. The Coinchange Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Coinchange Site are your sole responsibility and we shall have no liability for such decisions. Information provided by third parties, including historical price and supply data for Digital Currencies, is for informational purposes only and Coinchange makes no representations or warranties to its accuracy. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Coinchange Site.

7.3.Promotions. From time to time, Coinchange may make available special offers or conduct promotions for qualifying customers. Subject to applicable laws, Coinchange or the issuer of a Digital Currency subject to an offer or promotion may establish qualifying criteria to participate in any special promotion its sole discretion. Coinchange may revoke any special offer at any time without notice. Once Digital Currency has been deposited in a user’s Digital Currency Wallet, that Digital Currency becomes the property of the Coinchange user with all applicable property rights. Coinchange shall have no obligation to make special offers available to all customers. Coinchange makes no recommendation and does not provide any advice about the value or utility of any Digital Currency subject to a promotion.

7.4.Third-Party Applications. If, to the extent permitted by Coinchange from time to time, you grant express permission to a third party to access or connect to your Coinchange Account(s), either through the third party's product or service or through the Coinchange Site, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your Coinchange Account(s). Further, you acknowledge and agree that you will not hold Coinchange responsible for, and will indemnify Coinchange from, any liability arising out of or related to any act or omission of any third party with access to your Coinchange Account(s). You may change or remove permissions granted by you to third parties with respect to your Coinchange Account(s) at any time through the tabs on the Account Settings page on the Coinchange Site.

7.5.Prohibited Use. In connection with your use of the Coinchange Services, and your interactions with other users, and third parties you agree and represent you will not engage in any Prohibited Business or Prohibited Use defined herein. We

reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your Coinchange Account(s) and/or block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that your Account is associated with a Prohibited Use and/or a Prohibited Business.

7.6.Transaction Limits. The use of all Coinchange Services may be subject to a limit on the amount of volume, stated in U.S. Dollar terms, you may transact or transfer in a given period (e.g., daily). Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors. Coinchange reserves the right to change applicable limits as we deem necessary in our sole discretion. If you wish to raise your limits beyond the posted amounts, you may submit a request to Coinchange. We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with Coinchange staff ("Enhanced Due Diligence"). Coinchange reserves the right to charge you costs and fees associated with Enhanced Due Diligence, provided that we notify you in advance of any such charges accruing. In our sole discretion, we may refuse to raise your limits or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence.

7.7.Suspension, Termination, and Cancellation. Coinchange may: (a) suspend, restrict, or terminate your access to any or all of the Coinchange Services, and/or (b) deactivate or cancel your Coinchange Account(s) if: (a) We are so required by a facially valid subpoena, court order, or binding order of a government authority; (b) We reasonably suspect you of using your Coinchange Account(s) in connection with a Prohibited Use or Business; (c) Use of your Coinchange Account(s) is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; (d) Our service partners are unable to support your use; (e) or You take any action that Coinchange deems as circumventing Coinchange's controls, including, but not limited to, opening multiple Coinchange Accounts or abusing promotions which Coinchange may offer from time to time.

If Coinchange suspends or closes your account, or terminates your use of Coinchange Services for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits Coinchange from providing you with such notice. You acknowledge that Coinchange's decision to take certain actions, including limiting access to, suspending, or closing your account, may be based on confidential criteria that are essential to Coinchange's risk management and security protocols. You agree that Coinchange is under no obligation to disclose the details of its risk management and security procedures to you.

You will be permitted to transfer Digital Currency or funds associated with your Hosted Digital Currency Wallet(s) and/or your USD Wallet(s) for ninety (90) days after Account deactivation or cancellation unless such transfer is otherwise prohibited (a) under the law, including but not limited to applicable sanctions programs, or (b) by a facially valid subpoena or court order. You may cancel your Coinchange Account(s) at any time by withdrawing all balances contacting us at support@coinchange.ca. You will not be charged for canceling your Coinchange Account(s), although you will be required to pay any outstanding amounts owed to Coinchange. You authorize us to cancel or suspend any pending transactions at the time of cancellation.

7.8. Death of Account Holder. For security reasons, if we receive legal documentation confirming your death or other information leading us to believe you have died, we will freeze your Coinchange Account and during this time, no transactions may be completed until: (a) your designated fiduciary has opened a new Coinchange Account, as further described below, and the entirety of your Coinchange Account has been transferred to such new account, or (b) we have received proof in a form satisfactory to us that you have not died. If we have reason to believe you may have died but we do not have proof of your death in a form satisfactory to us, you authorize us to make inquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have died. Upon receipt by us of proof satisfactory to us that you have died, the fiduciary you have designated in a valid Will or similar testamentary document will be required to open a new Coinchange Account. If you have not designated a fiduciary, then we reserve the right to (a) treat as your fiduciary any person entitled to inherit your Coinchange Account, as determined by us upon receipt and review of the documentation we, in our sole and absolute discretion, deem necessary or appropriate, including (but not limited to) a Will, a living trust or a Small Estate Affidavit, or (b) require an order designating a fiduciary from a court having competent jurisdiction over your estate. In the event we determine, in our sole and absolute discretion, that there is uncertainty regarding the validity of the fiduciary designation, we reserve the right to require an order resolving such issue from a court of competent jurisdiction before taking any action relating to your Coinchange Account. Pursuant to the above, the opening of a new Coinchange Account by a designated fiduciary is mandatory following the death of a Coinchange Account owner, and you hereby agree that your fiduciary will be required to open a new Coinchange Account and provide the information required for new account opening in order to gain access to the contents of your Coinchange Account.

7.9. Unclaimed Property. If Coinchange (through its third party custodians) is holding funds (whether fiat currency or Digital Currency) in your account, and Coinchange is unable to contact you and has no record of your use of the Services for several years, applicable law may require Coinchange to report these funds (including fiat currency and Digital Currency) as unclaimed property to the applicable jurisdiction. If this occurs, Coinchange will try to locate you at

the address shown in our records, but if Coinchange is unable to locate you, it may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property.

7.10. Relationship of the Parties. Coinchange is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Coinchange to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or Coinchange to be treated as the agent of the other.

7.11. Privacy of Others; Marketing. If you receive information about another user through the Coinchange Services, you must keep the information confidential and only use it in connection with the Coinchange Services. You may not disclose or distribute a user's information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user's express consent to do so. You may not send unsolicited email to a user through the Coinchange Services.

7.12. Password Security; Contact Information. You are responsible for creating a strong password and maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the Coinchange Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Coinchange Account(s) by third-parties and the loss or theft of any Digital Currency and/or funds held in your Coinchange Account(s) and any associated accounts, including your linked bank account(s) and credit card(s). You are responsible for keeping your email address and telephone number up to date in your Account Profile in order to receive any notices or alerts that we may send you. You should never allow remote access or share your computer screen with someone else when you are logged on to your Coinchange Account. Coinchange will never under any circumstances ask you for your IDs, passwords, or 2-factor authentication codes. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of Coinchange and/or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your Coinchange Account(s) information has been compromised, contact Coinchange.

7.13. Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Coinchange Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your Coinchange Account(s).

You acknowledge that buying and selling Digital Currencies may give rise to taxable gains and/or taxable losses, which you are likely required to report for tax purposes. You are encouraged to obtain professional tax advice in connection with your tax filing obligations arising from the buying and selling of Digital Currencies. For general information about the taxation of cryptocurrencies published by the Government of Canada, please see https://www.canada.ca/en/revenue-agency/programs/about-canada-revenue-ag

ency-cra/compliance/digital-currency/cryptocurrency-guide.html.

Although we may offer functions on the Service to calculate gains or losses, you are responsible for confirming the accuracy of such functions and reporting your gains and losses as required by law to the appropriate authorities.

We make no representations or warranties as to the accuracy of any such reports, which, in accordance with the disclaimers below, are provided on an 'as is' basis. You use such account functions and reports at your own risk.

‍

7.14. No Investment Advice or Brokerage. For the avoidance of doubt, Coinchange does not provide investment, tax, or legal advice, nor does Coinchange broker trades on your behalf. All Coinchange trades are executed automatically, based on the parameters of your order instructions and in accordance with posted Trade execution procedures, and 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 should consult your legal or tax professional regarding your specific situation. Coinchange may provide educational information about Supported Digital Currency, as well as Digital Currency not supported by Coinchange, in order to assist users in learning more about such Digital Currency. Information may include, but is not limited to, blog posts, articles, links to to third-party content, news feeds, tutorials, and videos. The information provided on this website or any third-party sites does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any of the website's content as such. Coinchange does not recommend that any Digital Currency should be bought, earned, sold, or held by you. Before making the decision to buy, sell or hold any Digital Currency, you should conduct your own due diligence and consult your financial advisors before making any investment decision. Coinchange will not be held responsible for the decisions you make to buy, sell, or hold Digital Currency based on the information provided by Coinchange.

8. Customer Feedback, Queries, Complaints, and Dispute Resolution

8.1. Contact Coinchange. If you have feedback, or general questions, contact us via our support email address at support@coinchange.ca. When you contact us please provide us with your name, address, and any other information we may need to identify you, your Coinchange Account(s), and the transaction on which you have feedback or questions.

Coinchange requires that all legal documents (including civil subpoenas, complaints, and small claims) be served on our registered agent for service of process. Current contact information for our registered agent in each state can be found here.

Please note that our registered agent will accept service only if the entity identified as the recipient of the document is identical to the entity registered with the Secretary of State and for which our registered agent is authorized to accept service. By accepting service of a legal document, Coinchange does not waive any objections we may have and may raise in response to such document.

8.2.Formal Complaint Process. If you have a dispute with Coinchange (a “Complaint”), you agree to contact Coinchange through our support team to attempt to resolve any such dispute amicably. If we cannot resolve the dispute through the Coinchange support team, you and we agree to use the Formal Complaint Process set forth below. You agree to use this process before filing any arbitration claim or small claims action. If you do not follow the procedures set out in this Section before filing an arbitration claim or suit in small claims court, we shall have the right to ask the arbitrator or small claims court to dismiss your filing unless and until you complete the following steps.

8.2.1. Procedural Steps. In the event that your dispute with Coinchange is not resolved through your contact with Coinchange Support, you agree to email Coinchange Support at support@coinchange.io to describe your Complaint, how you would like us to resolve the Complaint, and any other information related to your dispute that you believe to be relevant.

8.2.2. Coinchange Response. We will acknowledge receipt of your Complaint form after you submit it. A Coinchange customer relations agent ("Agent") will review your Complaint. The Agent will evaluate your Complaint based on the information you have provided and information in the possession of Coinchange. Within 15 business days of our receipt of your Complaint form, the Agent will address the issues raised in your Complaint form by sending you an e-mail ("Resolution Notice") in which the Agent will: (a) offer to resolve your complaint in the way you requested; (b) make a determination rejecting your Complaint and set out the reasons for the rejection; or (c) offer to resolve your Complaint with an alternative solution. In exceptional circumstances, if the Agent is unable to respond to your Complaint within 15 business days for reasons beyond Coinchange's control, the Agent will send you a communication indicating the reasons for any delay in answering your Complaint, and specifying the deadline by which the Agent will respond to your Complaint, which will be no later than 35 business days from our receipt of your Complaint form.

‍

8.3. Arbitration; Waiver of Class Action. If we cannot resolve the dispute through the Formal Complaint Process, you and we agree that any dispute arising out of or relating to this Agreement or the Coinchange Services, including, without limitation, statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation, or any other legal theory, shall be resolved through binding arbitration as follows:

8.3.1. Disputes of $30,000 or More. In respect of a claim by either you or us for an amount of CAD $30,000 or greater, and/or a claim seeking any non-monetary relief, arising out of or in any way related to these Terms, all documents incorporated by reference and your relationship with us, you agree to irrevocably and unconditionally submit to the exclusive jurisdiction of the courts and tribunals of Ontario, Canada (including the Federal courts and tribunals as applicable) for the settlement thereof.

8.3.2. Disputes under $30,000. IN RESPECT OF A CLAIM BY EITHER YOU OR US, FOR AN AMOUNT OF LESS THAN CAD $30,000, AND WHICH DOES NOT SEEK ANY NON-MONETARY RELIEF, RELATING TO OR IN ANY WAY ARISING FROM THESE TERMS, ALL DOCUMENTS INCORPORATED BY REFERENCE AND YOUR RELATIONSHIP WITH US, YOU AGREE THAT THE CLAIM SHALL BE RESOLVED BY ARBITRATION AT ADR CHAMBERS (https://adrchambers.com) USING THE ADR CHAMBERS EXPEDITED ARBITRATION RULES. THERE SHALL BE NO ORAL HEARING (I.E. AN "IN WRITING ONLY ARBITRATION"). YOU AGREE THAT THE ADR CHAMBERS EXPEDITED ARBITRATION RULES GIVE YOU A FAIR OPPORTUNITY TO PRESENT YOUR CASE AND RESPOND TO OUR CASE. FOR THE DETAILS OF ADR CHAMBERS AND THEIR EXPEDITED ARBITRATION RULES, VISIT https://adrchambers.com/expedited-arbitration/.

Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction. There shall be no appeal from the decision of the arbitrator whether on questions of fact, law or mixed fact and law.

CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. YOU ACKNOWLEDGE THAT, BY AGREEING TO THESE TERMS, YOU AND COINCHANGE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

If the above arbitration provisions are, for any reason not enforceable, you agree to irrevocably and unconditionally submit to the exclusive jurisdiction of the courts and tribunals of Ontario, Canada, including the Federal Courts and tribunals as applicable therein, to settle any and all disputes arising out of or in any way related to these Terms, all documents incorporated by reference and your relationship with us.

9. General Provisions

9.1. Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Coinchange. Always log into your Coinchange Account(s) through the Coinchange Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

9.2. Release of Coinchange; Indemnification. If you have a dispute with one or more users of the Coinchange Services, you release Coinchange, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold Coinchange, its affiliates and Service Providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement or your violation of any law, rule or regulation, or the rights of any third party.

9.3.Limitation of Liability; No Warranty. IN NO EVENT SHALL COINCHANGE, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE (A) FOR ANY AMOUNT GREATER THAN THE VALUE OF THE SUPPORTED DIGITAL CURRENCY ON DEPOSIT IN YOUR COINCHANGE ACCOUNT(S) OR (B) FOR ANY LOST PROFITS, 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 AUTHORIZED OR UNAUTHORIZED USE OF THE COINCHANGE SITE OR THE COINCHANGE

SERVICES, OR THIS AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF COINCHANGE 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, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF COINCHANGE’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT COINCHANGE FAILED TO PROCESS A BUY OR SELL TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL CURRENCY AT ISSUE IN THE TRANSACTION, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, DIMINUTION IN VALUE OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL CURRENCY AT ISSUE IN THE TRANSACTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE COINCHANGE 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, COINCHANGE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. COINCHANGE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE COINCHANGE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. COINCHANGE 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 COINCHANGE SERVICES AND COINCHANGE SITE. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT COINCHANGE WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL CURRENCY PRICE DATA, (B) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA, OR (C) INTERRUPTION IN ANY SUCH DATA.

Coinchange makes no representations about the accuracy, order, timeliness or completeness of historical Digital Currency price data available on the Coinchange Site. Coinchange will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but Coinchange makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.

9.4. Additional Disclaimers

BEFORE BUYING OR SELLING DIGITAL CURRENCIES YOU SHOULD OBTAIN LEGAL AND TAX ADVICE.

YOU AGREE THAT, WHILE WE STRIVE TO HAVE ERROR FREE AND UNINTERRUPTED SERVICE, WE DO NOT GUARANTEE THE ABSENCE OF INTERRUPTIONS NOR SHALL YOU HOLD US LIABLE FOR ANY DAMAGE SUCH INTERRUPTIONS MAY CAUSE. OUTAGES AND DOWNTIME MAY OCCUR FOR VARIOUS REASONS.

YOU ACKNOWLEDGE THAT BUYING AND SELLING CRYPTO CURRENCIES IS RISKY. YOU SHOULD ONLY PURCHASE CRYPTO CURRENCIES IF YOU CAN AFFORD TO LOSE THE ENTIRE AMOUNT OF YOUR PURCHASE. YOU ACKNOWLEDGE THERE IS A RISK THAT THE VALUE OF THE DIGITAL CURRENCIES DECREASES TO NIL.

YOU FURTHER ACKNOWLEDGE THAT THERE IS A RISK OF MALICIOUS CYBERATTACKS AGAINST OUR SERVICE, YOUR ACCOUNT AND THE THIRD PARTY DIGITAL ASSET CUSTODIAN, BALANCE, WHICH MAY RESULT IN THE LOSS OR THEFT OF YOUR FUNDS AND/OR DIGITAL CURRENCIES. IF YOU DO NOT WISH TO HAVE YOUR DIGITAL CURRENCIES STORED BY US, OR VIA THE THIRD PARTY CUSTODIAN, FIREBLOCKS, AS REFERENCED ABOVE, YOU SHOULD WITHDRAW YOUR DIGITAL CURRENCIES TO AN EXTERNAL WALLET WHICH YOU CONTROL. YOU ACCEPT ALL RISKS ASSOCIATED WITH SUCH WITHDRAWALS, INCLUDING BUT NOT LIMITED TO THE RISKS ASSOCIATED WITH LOSING YOUR PRIVATE KEYS AND SENDING FUNDS TO AN INCORRECT OR INVALID WALLET ADDRESS.

YOU ACKNOWLEDGE THAT WE DID NOT CREATE, NOR DO WE OWN OR CONTROL THE TECHNOLOGY UNDERLYING THE DIGITAL CURRENCIES. IN SOME CASES, THE DIGITAL CURRENCIES WERE CREATED IN A DECENTRALIZED MANNER WITH NO LEGAL ENTITY WHICH CLAIMS OWNERSHIP OF THE UNDERLYING TECHNOLOGY OR NETWORK. WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE UNDERLYING BLOCKCHAIN OR OTHER TECHNOLOGY RELIED UPON BY

THE DIGITAL CURRENCIES YOU MAY HOLD, PURCHASE OR SELL USING THE SERVICE. YOU ACCESS AND USE THOSE NETWORKS AND THE CORRESPONDING BLOCKCHAIN AT YOUR OWN RISK.

YOU ACKNOWLEDGE THAT THE UNDERLYING BLOCKCHAIN TECHNOLOGY OF THE DIGITAL CURRENCIES MAY UNDERGO A DIVERGENCE, RESULTING IN THE FORMATION OF NEW CRYPTO CURRENCIES (A "FORK"). A FORK MAY IMPACT THE VALUE, FUNCTIONALITY AND OTHER CHARACTERISTICS OF THE DIGITAL CURRENCIES. WE MAKE NO REPRESENTATION OR WARRANTY AS TO WHETHER WE WILL SUPPORT A FORK ARISING FROM ANY OF THE DIGITAL CURRENCIES. YOU AGREE THAT WE SHALL NOT BE RESPONSIBLE OR LIABLE FOR CLAIMING, ISSUING, STORING OR HOLDING ANY CRYPTO CURRENCIES RESULTING FROM A FORK FOR OR ON YOUR BEHALF.

YOU ACKNOWLEDGE AND AGREE THAT WE MAY ELECT NOT TO SUPPORT A FORK ARISING FROM ANY OF THE DIGITAL CURRENCIES AND THAT IN SUCH CIRCUMSTANCES, YOU MAY NOT BE ABLE TO CLAIM ANY NEW CRYPTO CURRENCIES RESULTING FROM A FORK.

YOU SHOULD NOT STORE YOUR DIGITAL CURRENCIES WITH US IF YOU WISH TO ENSURE OWNERSHIP OF ANY NEW CRYPTO CURRENCIES ARISING FROM A FORK.

YOU AGREE AND ACKNOWLEDGE THAT WE MAY SUSPEND ACCESS TO YOUR ACCOUNT, OR ACCOUNT FUNCTIONS, SUCH AS BUYING, SELLING OR TRANSFERRING DIGITAL CURRENCIES OR FIAT FUNDS FOR ANY REASON, INCLUDING FOR EXAMPLE, SCHEDULED MAINTENANCE, YOUR FAILURE TO COMPLY WITH THESE TERMS, SECURITY OR FRAUD CONCERNS, FOR REGULATORY REASONS OR IN THE EVENT OF A FORK.

YOU AGREE THAT YOU ARE RESPONSIBLE FOR, AND SHALL INDEMNIFY US IN RELATION TO, ANY AND ALL CHARGEBACKS CHARGED TO US BY ANY BANK, FINANCIAL INSTITUTION OR OTHER PAYMENT PROVIDER. YOU ACKNOWLEDGE THAT THESE TERMS PERMIT US, WITHOUT ANY LIABLITY TO YOU, TO LIQUIDATE ANY DIGITAL CURRENCIES IN YOUR ACCOUNT TO SATISFY ANY PAYMENTS OWING TO US, OR ANY NEGATIVE BALANCE IN YOUR ACCOUNT.

WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ONGOING AVAILABILITY OF OUR THIRD-PARTY SERVICE PROVIDERS TO PROCESS DIRECT DEBITS OR WITHDRAWALS TO AND FROM YOUR ACCOUNT. IN THE EVENT THIRD PARTIES WE RELY ON NO LONGER OFFER OR FACILITATE DEPOSIT OR WITHDRAWAL SERVICES, YOU MAY NOT BE ABLE TO BUY OR SELL DIGITAL CURRENCIES OR WITHDRAW

FUNDS TO YOUR BANK ACCOUNT. IN SUCH CIRCUMSTANCES, YOU WILL LIKELY ONLY BE ABLE TO TRANSFER YOUR DIGITAL CURRENCIES TO ANOTHER CRYPTO CURRENCY WALLET ADDRESS NOT ASSOCIATED WITH OUR SERVICE.

WE RESERVE THE RIGHT TO PROVIDE YOUR PERSONAL INFORMATION UPLOADED OR COLLECTED BY OUR WEBSITE OR SERVICE, OR OTHERWISE PROVIDED TO US, TO THIRD PARTIES IF REQUIRED BY LAW (SUCH AS IN RESPONSE TO A SUBPOENA, COURT ORDER OR OTHER LEGAL PROCESS IN ANY JURISDICTION), AND TO COOPERATE WITH LAW ENFORCEMENT AUTHORITIES IN THE INVESTIGATION OF ANY CRIMINAL OR CIVIL MATTER. SUCH PERSONAL INFORMATION MAY INCLUDE, BUT IS NOT LIMITED TO, THE INFORMATION DESCRIBED IN OUR PRIVACY POLICY, YOUR NAME, BANK ACCOUNT INFORMATION AND TRANSACTION HISTORY.

IF WE ARE REQUIRED BY LAW TO MAKE ANY DISCLOSURE OF YOUR PERSONAL INFORMATION, WE MAY (BUT ARE NOT OBLIGATED TO) PROVIDE YOU WITH WRITTEN NOTICE (TO THE EXTENT PERMITTED BY LAW) PRIOR TO SUCH DISCLOSURE SO THAT YOU MAY TAKE APPROPRIATE ACTION.

WE ALSO OPERATE THE WEBSITE AND SERVICE IN CONJUNCTION WITH OUR INDEPENDENT CONTRACTORS. OUR INDEPENDENT CONTRACTORS MAY HAVE ACCESS TO YOUR PERSONAL INFORMATION IN PROVIDING SERVICES TO US, OR PROVIDING YOU WITH ACCESS TO THE WEBSITE AND SERVICE. WE MAY USE A VARIETY OF SERVICE PROVIDERS, EMPLOYEES AND SERVERS IN LOCATIONS BOTH INSIDE AND OUTSIDE OF CANADA, WHICH MAY MAKE YOUR PERSONAL INFORMATION THE SUBJECT OF FOREIGN LAWS AND FOREIGN LEGAL PROCEEDINGS.

TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT LIMITING THE GENERALITY OF THIS SECTION, OR ANY OTHER SECTION LIMITING OUR LIABILITY, YOU AGREE THAT WE SHALL NOT BE RESPONSIBLE FOR THE ACTS OR OMISSIONS, INCLUDING THE NEGLIGENT ACTS OR OMISSIONS, OF OUR INDEPENDENT CONTRACTORS OR THIRD-PARTY SERVICE PROVIDERS.

YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE, HOWSOEVER CAUSED (INCLUDING BY NEGLIGENCE OR OTHERWISE), FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE

BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.

IF YOU ARE DISSATISFIED WITH THE WEBSITE OR SERVICE, OR DO NOT AGREE WITH ANY PART OF THESE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS OR LICENSORS, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO REMOVE OR WITHDRAW YOUR PLATFORM CURRENCIES AND ANY BALANCES VIA THE SERVICE AND DISCONTINUE ACCESSING AND USING THE SERVICE.

IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE ENTITIES AND PERSONS LIABLE FOR ANY DAMAGES, IN THE EVENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION DECLINES TO UPHOLD SAID CLAUSE, YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO OR IN ANY WAY ARISING FROM THE USE OF OUR WEBSITE OR SERVICE, OR IN ANY WAY RELATED TO THESE TERMS, BE MORE THAN: (A) THE AMOUNTS PAID BY YOU TO US AS FEES, IF ANY AND IF IMPLEMENTED, OR WHICH WE HAVE EARNED AS A RESULT OF YOUR ACCOUNT, FOR EXAMPLE, BY WAY OF THE BID-ASK SPREAD REFERENCED ABOVE, OVER THE PRECEEDING TWO (2) MONTHS FROM THE DATE YOU FIRST RAISE YOUR CLAIM WITH US; OR (B) OR TEN CANADIAN DOLLARS ($10), WHICHEVER IS MORE.

YOU AGREE AND ACKNOWLEDGE THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE WEBSITE OR SERVICE WITHOUT THE ABOVE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.

INDEMNIFICATION AND HOLD HARMLESS

YOU AGREE TO INDEMNIFY US, OUR AFFILIATES, EMPLOYEES, SHAREHOLDERS, DIRECTORS, AGENTS, REPRESENTATIVES AND CONTRACTORS, AND TO DEFEND AND HOLD EACH OF THEM HARMLESS, FROM ANY AND ALL CLAIMS AND LIABILITIES (INCLUDING REASONABLE LEGAL FEES) WHICH MAY ARISE FROM, (A) YOUR VIOLATION OF THESE TERMS, OR ANY POLICY INCORPORATED BY REFERENCE; (B) YOUR VIOLATION OF ANY THIRD PARTY RIGHT; (C) ANY BREACH OF A REPRESENTATION OR WARRANTY MADE BY YOU TO US, EITHER IN THESE TERMS, ACCEPTABLE USE POLICY, PRIVACY POLICY OR OTHERWISE; (D) ANY BREACH BY YOU OF APPLICABLE LAWS, RULES OR REGULATIONS; OR (E) ANY CLAIM FOR DAMAGES BROUGHT AGAINST US BY FLINKS, PLAID, BALANCE OR THEIR AFFILIATES, OR ANY

BANK OR FINANCIAL INSTITUTION, RELATED TO OR ARISING FROM YOUR ACCOUNT OR USE OF THE SERVICE.

WITHOUT LIMITING THE ABOVE LIMITATIONS ON OUR LIABILITY IN ANY WAY, YOU AGREE THAT WE SHALL NOT BE LIABLE OR RESPONSIBLE TO YOU FOR THE LOSS OR THEFT OF ANY PLATFORM CURRENCIES CAUSED OR CONTRIBUTED TO BY BALANCE (THE THIRD PARTY DIGITAL ASSET CUSTODIAN REFERENCED IN THESE TERMS), WHETHER SUCH LOSS OR THEFT WAS CAUSED, IN WHOLE OR IN PART, BY THEIR NEGLIGENCE, FRAUDULENT MISCONDUCT OR OTHERWISE.

9.5.Entire Agreement. This Agreement, the Privacy Policy, E-Sign Consent, and Appendices incorporated by reference herein comprise the entire understanding and agreement between you and Coinchange as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and Coinchange. Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement.

9.6. Amendments. We may amend or modify this Agreement by posting on the Coinchange Site or emailing to you the revised Agreement, and the revised Agreement shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your account. You agree that we shall not be liable to you or any third party for any modification or termination of the Coinchange Services, or suspension or termination of your access to the Coinchange Services, except to the extent otherwise expressly set forth herein. If the revised Agreement includes a material change, we will endeavor to provide you advanced notice via our website and/or email before the material change becomes effective.

9.7. Assignment. You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any Coinchange affiliates or subsidiaries, or to any successor in interest of any business associated with the Coinchange Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

9.8.Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.

9.9. Change of Control. In the event that Coinchange is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you pursuant to this Agreement as part of such merger, acquisition, sale, or other change of control.

9.10. 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, Coinchange Account cancellation, debts owed to Coinchange, general use of the Coinchange Site, disputes with Coinchange, and general provisions, shall survive the termination or expiration of this Agreement.

9.11. Governing Law. These Terms, all documents incorporated by reference and your relationship with us shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada, and any Canadian federal laws applicable therein, as such governing laws are applied to agreements entered into and to be performed entirely within such province. The parties have expressly required that these Terms and all other related documents be drawn up in the English language. Les parties ont expressément exigé que ces conditions d'utilisation et tous les documents qui s'y rapportent soient rédigés en anglais.

9.12. Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, any delay or failure due to any act of God, act of civil or military authorities, quarantine imposition, regulatory changes, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

9.13. Non-Waiver of Rights. This agreement shall not be construed to waive rights that cannot be waived under applicable state money transmission laws in the state where you are located.

APPENDIX 1: Prohibited Use, Prohibited Businesses and Conditional Use Prohibited Use

You may not use your Coinchange Account(s) to engage in the following categories of activity ("Prohibited Uses"). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Coinchange Services involves a Prohibited Use, or have questions about how these requirements apply to you, please contact us at support@coinchange.io. By opening a Coinchange Account, you confirm that you will not use your Account to do any of the following:

Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in the countries where Coinchange conducts business, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information

Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Coinchange Site that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Coinchange Site, other Coinchange Accounts, computer systems or networks connected to the Coinchange Site, through password mining or any other means; use Coinchange Account information of another party to access or use the Coinchange Site, except in the case of specific Merchants and/or applications which are specifically authorized by a user to access such user's Coinchange Account and information; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of Coinchange.

Abuse Other Users: Interfere with another individual's or entity's access to or use of any Coinchange Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the Coinchange Site about others, including without limitation email addresses, without proper consent

Fraud: Activity which operates to defraud Coinchange, Coinchange users, or any other person; provide any false, inaccurate, or misleading information to Coinchange

Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance

‍

Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of Coinchange intellectual property, name, or logo, including use of Coinchange trade or service marks, without express consent from Coinchange or in a manner that otherwise harms Coinchange or the Coinchange brand; any action that implies an untrue endorsement by or affiliation with Coinchange

Prohibited Businesses

In addition to the Prohibited Uses described above, the following categories of businesses, business practices, and sale items are barred from Coinchange Services ("Prohibited Businesses"). Most Prohibited Businesses categories are imposed by the requirements of our banking providers or processors. The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Coinchange Services involves a Prohibited Business, or have questions about how these requirements apply to you, please contact us at support@coinchange.io.

By opening a Coinchange Account, you confirm that you will not use Coinchange Services in connection with any of following businesses, activities, practices, or items:

Investment and Credit Services: Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; investment schemes

Restricted Financial Services: Check cashing, bail bonds; collections agencies.

Intellectual Property or Proprietary Rights Infringement: Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder

Counterfeit or Unauthorized Goods: Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen

Regulated Products and Services: Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related

goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis

Drugs and Drug Paraphernalia: Sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs

Pseudo-Pharmaceuticals: Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body

Substances designed to mimic illegal drugs: Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom)

Adult Content and Services: Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features

Multi-level Marketing: Pyramid schemes, network marketing, and referral marketing programs

Unfair, predatory or deceptive practices: Investment opportunities or other services that promise high rewards; Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers

High risk businesses: any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies

Conditional Use

Express written consent and approval from Coinchange must be obtained prior to using Coinchange Services for the following categories of business and/or use ("Conditional Uses"). Consent may be requested by contacting us at support@coinchange.io. Coinchange may also require you to agree to additional conditions, make supplemental representations and warranties, complete enhanced on-boarding procedures, and operate subject to restrictions if you use Coinchange Services in connection with any of following businesses, activities, or practices:

Money Services: Money transmitters, Digital Currency transmitters; currency or Digital Currency exchanges or dealers; gift cards; prepaid cards; sale of in-game currency unless the merchant is the operator of the

virtual world; act as a payment intermediary or aggregator or otherwise resell any of the Coinchange Services

Charities: Acceptance of donations for nonprofit enterprise

Games of Skill: Games which are not defined as gambling under this Agreement or by law, but which require an entry fee and award a prize

Religious/Spiritual Organizations: Operation of a for-profit religious or spiritual organization

APPENDIX 2: E-Sign Disclosure and Consent

This policy describes how Coinchange delivers communications to you electronically. We may amend this policy at any time by providing a revised version on our website. The revised version will be effective at the time we post it. We will provide you with prior notice of any material changes via our website.

Electronic Delivery of Communications

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your Coinchange Account(s) and your use of Coinchange Services. Communications include:

Terms of use and policies you agree to (e.g., the Coinchange User Agreement and Privacy Policy), including updates to these agreements or policies;

Account details, history, transaction receipts, confirmations, and any other Account or transaction information;

Legal, regulatory, and tax disclosures or statements we may be required to make available to you; and

Responses to claims or customer support inquiries filed in connection with your Account.

We will provide these Communications to you by posting them on the Coinchange website, emailing them to you at the primary email address listed in your Coinchange profile, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.

Hardware and Software Requirements

In order to access and retain electronic Communications, you will need the following computer hardware and software:

A device with an Internet connection;

A current web browser that includes 128-bit encryption (e.g. Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled;

A valid email address (your primary email address on file with Coinchange); and

Sufficient storage space to save past Communications or an installed printer to print them.

How to Withdraw Your Consent

You may withdraw your consent to receive Communications electronically by contacting us at support@coinchange.io. If you fail to provide or if you withdraw your consent to receive Communications electronically, Coinchange reserves the right to immediately close your Account or charge you additional fees for paper copies.

Updating your Information

It is your responsibility to provide us with a true, accurate and complete e-mail address and your contact information, and to keep such information up to date. You understand and agree that if Coinchange 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, Coinchange will be deemed to have provided the Communication to you.

You may update your information by logging into your account and visiting settings or by contacting our support team at support@coinchange.io.

‍