Terms of Use

ChainMyne Client Agreement

Last Update: February 15, 2024

This agreement (“Agreement”) is a legally binding contract between you (“Client,” “you,” or “your”) and 9417-6070 Quebec Inc. (“Company,” “ChainMyne” “we,” “our,” or “us”) located at 2540 Boulevard Daniel-Johnson, Suite 804 Laval, QC, Canada H7T 2S3.

This Agreement, together with the schedules, documents and additional terms it incorporates by reference, governs your access to and use of your Account (as defined below), and the content, functionality, and services made available through the Account. By registering for an Account, you agree that you have read, understood, and accepted all the terms and conditions contained in this Agreement.

WHEREAS;

1. Chainmyne is an electronic over-the-counter (OTC) trading platform,
2. Chainmyne is the counterparty to all trades entered into the OTC platform named Chainmyne, entered into the Chainmyne app, or otherwise booked with Chainmyne
3. Chainmyne is not an exchange,
4. Chainmyne does not offer any margins and or credit facilities,
5. Chainmyne is not a custodian and only offers temporary wallets and upon the execution of a transaction, the digital assets MUST be immediately withdrawn to your wallet.
6. Trading of stablecoins is unavailable in certain jurisdictions including but not limited to Canada.
7. Chainmyne is not available in certain jurisdictions including but not limited to the Province of Quebec.
8. Chainmyne is a money service business registered with FINTRAC (M23118769) and FINCEN (31000257808580) regulatory agencies.

1. Accepting these Terms

Please read this entire Agreement. By accepting this Agreement, you agree to be bound by all terms and conditions that it contains. If you no longer agree to this Agreement after accepting it, you may not use the Services – please do not access the Site, or please discontinue your use of the Site and the Services. (In that event, you may nevertheless remain bound by some of the terms and conditions of this Agreement.)

You represent and warrant that you have the legal capacity to form a binding contract with us and agree to comply with all the terms and conditions set forth in this Agreement. Your use of your Account and the Services is subject to this Agreement and Chainmyne’s obligations under this Agreement are conditional on your compliance with its provisions. You agree to sign and have this Agreement and any related information made available to you, and to otherwise have communications between you and us occur, electronically.

In order to use the Services, and prior to us opening your Account, you must first provide, to our satisfaction, all of the information required by our on-boarding process, in accordance with Applicable Laws and Regulations, which include but are not limited to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and if residing in Canada with the exception of the Province of Quebec, a confirmation and certification that you and or your company is a Permitted User as per Canadian National Instrument 31-103. Our Services are NOT available to Quebec residents.

This Agreement was last updated and is effective as of the date first noted above. From time to time, and at our sole and absolute discretion, we may require you to agree to an amended version of this Agreement by providing notice to you at least ten (10) days in advance of effecting such amendment. If you continue to use the Site following the changes to the Agreement, you agree to be bound by these changes. If you do not agree with the amended version, you can choose to discontinue using the Services, and close your Account before such amended version becomes effective.

2. Eligibility and Compliance with Laws

By registering for an Account, or by using the Services, you represent and warrant that: (a) you are at least eighteen (18) years of age and the age of majority for using the Services in the jurisdiction where you reside at the time you register with us or use the Services; (b) you have never been previously suspended or removed from using the Services or any other service or product offered by Chainmyne or any of its affiliated entities; (c) you have an understanding of cryptocurrencies and other digital assets and the technology that underlies them; (d) all information provided by you to us during the registration process is truthful, accurate, current, and complete; and (e) you will provide us with the information we require to fulfill our Know- Your-Client and account appropriateness assessment requirements under Applicable Law and Regulations; and (f) you will comply with all terms and conditions of the Agreement, as well as all Applicable Laws and Regulations and if residing in Canada with the exemption of the Province of Quebec, a confirmation and certification that you and or your company is a Permitted User as per Canadian National Instrument 31-103. Our Services are NOT available to Quebec residents.

To register for an Account and use the Services as a legal entity, you represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, (ii) you are duly authorized by such legal entity to act on its behalf, and (iii) such organization (and any affiliate entity) has not been previously suspended or removed from using the Services or any other service or product offered by Chainmyne or any of its affiliated entities.

You agree and understand that use of the Services may have further eligibility requirements that require you to submit additional information about yourself or your business or complete further verification or Know-Your-Client steps prior to your using such Services, or from time to time in order to continue your use of the Services.

As a registered Client, you agree to maintain and promptly update your registration data as necessary to keep it true, accurate, current, and complete.

Chainmyne and the Representatives will rely on the information you provide. You will be responsible for any and all loss, damage, or additional costs that Chainmyne, the Representatives, or others may incur as a result of your submission of any false, incorrect or incomplete information or your failure to update your registration or other information that you submit via the Services.

The Services must be used only for lawful purposes and in a lawful manner. We reserve the right to maintain your Account registration information after you terminate the Account for business and regulatory compliance purposes, subject to Applicable Laws and Regulations.

The Services are intended for use from locations where such Services are legal. Any use by you of the Services from a location where the services are illegal is expressly prohibited.

3. Your Account

We reserve the right to deny you access to the Platform or cancel the Account for any or no reason, including but not limited to violations of this Agreement or Applicable Laws and Regulations, or any Prohibited Conduct by you, as outlined in Section 15 of this Agreement, and at any time, at our sole discretion.

You will be subject to a hold period for access to particular Services associated with your Account until your identification has been verified and you have completed our onboarding process, as required by Applicable Laws and Regulations. During this hold period, we may limit your right to use the Services, and we may refuse to accept any deposit made by you. When you provide new or updated personal information, we may also put a hold on your Account. We may maintain this hold until we confirm this information, which confirmation may require you to provide supporting documentation.

You acknowledge that you are solely responsible for maintaining the confidentiality of your Account credentials (including any user names, passwords, or security tokens created or provided) and that you will be responsible for any loss resulting from any unauthorized use of your Account. You agree to immediately notify us of any unauthorized use of your Account or if you become aware of any loss or theft. Similarly, you are responsible for verifying and maintaining the protection, security, and distribution of your account information, including account numbers, user names, and passwords.

All liability relating to password management resides with you, and under no circumstances, including negligence or misconduct, will we be liable for any damages that result from the unauthorized use of your Account.

We highly recommend you keep a secure backup of your password and any security credentials we provide to you in a safe and offline environment. If you have a verified e-mail address, you may use our automated account recovery procedure in order to request a password reset link. If you do not have a verified email address or if you have lost any security credentials we provided to you, in order to recover these credentials, you must go through our assisted account recovery procedure, which may require a 30-day waiting period with no logins by you and a service charge. If you want to start the assisted account recovery procedure, you must contact us by email at support@chainmyne.com with your Account username.

You acknowledge that due to the irreversible nature of blockchain technology, some transactions in your Account cannot be canceled or reversed once initiated. If you send Funds or Digital Assets to the wrong wallet address, or if you make deposits or transfers through an unsupported network or on the wrong blockchain network, your Funds or Digital Assets may become permanently lost and recovery may be impossible. It is your responsibility to ensure that transactions initiated by you include the correct wallet address, are initiated on a network supported by Chainmyne and are made on the correct blockchain network. In certain circumstances, recovery of lost Funds or Digital Assets is possible through the use of a third- party recovery service. On receipt of your instructions, and in the event that recovery of Funds or Digital Assets is possible, Chainmyne may, in its sole and absolute discretion, attempt to recover the Funds or Digital Assets. Recovery of such Funds or Digital Assets is not guaranteed and can take an undetermined amount of time. In the event that the recovery of lost Funds or Digital Assets is successful, Chainmyne will charge you a recovery fee, to offset our cost in engaging a third-party recovery service. In satisfaction of the recovery fee, you authorize Chainmyne to deduct the recovery fee from the recovered Funds or Digital Assets prior to crediting the balance to your Account.

You can cancel your Account at any time by doing so from your account settings page and requesting that your Account be deleted.

4. Regulatory status

Chainmyne is registered with Fintrac (Financial Transaction and Reports Analysis Centre of Canada) and FinCEN (Financial Crimes Enforcement Network, United States of America). Chainmyne is not registered with Canadian Securities Administrators or its Provincial Regulators nor the United States Securities and Exchange Commission. Chainmyne services are NOT available in certain jurisdiction including but not limited to the Province of Quebec.

5. No Suitability Review; No Investment Advice

You acknowledge and agree that, in the course of providing the Services to you, neither Chainmyne nor its Representatives provide any advice or recommendations regarding the purchase or sale of any Digital Asset, nor do they make any determination of your general investment needs or objectives or of the suitability of the proposed purchase or sale of any Digital Asset. You are responsible for your investment decisions and transactions, for any profits or losses, and any tax consequences that may result. You further acknowledge and agree that, in the course of providing the Services to you, neither Chainmyne nor its Representatives provide you with any legal, tax, or accounting advice regarding the profitability of any Digital Asset or investment or any decision in respect thereof, nor does Chainmyne or its Representatives consider your financial situation, investment knowledge, investment objectives, and risk tolerance when accepting Orders from you. You will not solicit or rely upon any such advice from Chainmyne or any of its employees and agree that Chainmyne will have no liability therefore whatsoever. In making investment decisions with respect to transactions in or for your Account(s) or any other matter, you will consult with and rely upon your own advisors, and not Chainmyne. Additionally, the Content accessible through the Services does not constitute a representation that the purchase of Digital Assets is suitable or appropriate for you.

You authorize us to facilitate the process of purchasing, storing, and selling Digital Assets on your behalf. We are authorized to open or close your Account, cancel or correct Orders, direct transfers, and take such other steps as are reasonable to carry out your directions. All transactions will be affected only on your directions, except as otherwise expressly described in this Agreement.

6. Purchase and Sale of Digital Assets

Purchases or sales of Digital Assets made via the Services are subject to the following terms:

1. Placing Orders: You may use the Services to place an order (each, an “Order”) to purchase or sell Digital Assets. You may not place an Order to purchase Digital Assets unless you have sufficient Funds or Digital Assets to satisfy the No margins and leverage are available on the Services. It is your responsibility to ensure that you have sufficient Funds and/or Digital Assets in your Account to settle transactions you make using the Services. If you place an Order with insufficient Funds and/or Digital Assets, it will be cancelled in its entirety or filled only as a partial Order. All Orders accepted by the Company are good until either executed or canceled. The counterparty to all transactions is 9417-6070 Quebec Inc., whether it is a purchase or a sell order.
2. Execution: All Orders entered by you and accepted by us are binding on you from the time of their execution. We shall forward written confirmation to you promptly after the execution of the Order by Non-Receipt or late receipt of such written confirmation shall not in any way relieve you of your obligations under this Agreement. Upon execution, your account and temporary assigned wallets will be immediately credited and or debited. Upon the immediate credit, you acknowledge that said Digital Assets are in your control and you MUST immediately withdraw the Digital Assets to any other wallets you may own.
3. Errors: Chainmyne provides you with the tools to verify your Order before confirming it to help you catch a mistyped Chainmyne will not be responsible for losses induced by mistyped or otherwise wrongly placed Orders. An open Order may be canceled at any time by you, but Chainmyne makes no guarantee on whether that Order will be canceled before execution. Notwithstanding the foregoing, in the event we determine, at our sole discretion, that as the result of a technical issue an executed Order did not reflect the fair market value for the applicable Digital Asset, such Order shall be canceled, and you shall be refunded the amount you paid for your Order.
4. Investment Limits: Chainmyne is obligated by Applicable Laws and Regulations to implement and enforce investment limits on Accounts in certain Canadian jurisdictions in respect of trades in certain Digital Assets, calculated on a net basis annually, depending upon which category of investor you fall into. If, due to a systems issue or unintentional error on our part, you accept a quote for a trade that would exceed your investment limit for a given year, Chainmyne reserves the right to unwind your trade or fill your Order for the maximum allowable amount without exceeding your investment limit and credit your Account for the balance, as applicable.

7. Temporary Safe-Keeping and Title of Digital Assets

1. Appointment: You agree to hereby appoint us to act as the temporary safe-keeper of the Digital Assets purchased by you pursuant to Section 6 of this Agreement, to be held in trust by us for your benefit in accordance with this Agreement, and we accept such appointment and the obligations, duties, and responsibilities set out in this The Temporary Safe-Keeping is not meant to be a custody account, its only purpose is to hold Digital Assets and or Fiat dollars in Transit, while a transaction occurs and said assets MUST be immediately withdrawn from the Platform to your private wallet or other wallet in your control and the Fiat dollars MUST be withdrawn to your bank account. All Digital Asset and Fiat Dollars withdrawals can only be made to your wallet and or your bank account, third-party transfers are NOT permitted.
2. Temporary Safe-Keeping Location: The Digital Assets that you purchase using the Services will be securely held in trust in an omnibus “cold storage” account at Fireblocks Ltd (the “Temporary Safe-Keeping Platform”). The Temporary Safe-Keeper stores all the Digital Assets in trust for the benefit of Chainmyne in accounts that are segregated from other accounts held by the Temporary Safe-Keeping Platform, and it is a fiduciary under the law applicable in its The Fiat Dollars are held in trust at Banks and or Licensed Financial Institutions in Chainmyne accounts used solely for the purpose of holding said Fiat Dollars temporary to execute transactions.
3. Hot Wallet: For liquidity purposes, a small portion of the Digital Assets may be held temporarily in an online “hot wallet” that Chainmyne licenses from Fireblocks Ltd. (the “Hot Wallet Provider”). The Hot Wallet Provider provides software that securely stores private keys and monitors See Section 11 for a description of the Hot Wallet Provider’s insurance policies.

8. Title: The Digital Assets held in trust through our arrangement with the Temporary Safe-Keeping Platform will be fully-paid assets beneficially owned by you and not by us. We will record your purchased Digital Assets in our books and records as separate and apart from anyone else’s Digital Assets and from Our own property. Our records will at all times provide for the separate identification of the Digital Assets owned by each client. Neither We or, the Temporary Safe- Keeping Platform, nor the Hot Wallet Provider will loan, hypothecate, pledge, or otherwise encumber any Digital Assets in your Neither We, the Temporary Safe-Keeping Platform, nor the Hot Wallet Provider may use the Digital Assets in your Account in the conduct of its business.

9. Transfers of Digital Assets from your Account

Digital Asset deposits are subject to a minimum number of confirmations by the applicable blockchain before being fully credited to your Account, and Digital Asset withdrawals are subject to network fees, and are also subject to the technological ability to withdraw. The network fees are indicated in the withdrawal section for each Digital Asset available on the Services and are deducted from the amount of Digital Assets sent out of your Account. Chainmyne shall attempt to process withdrawals and deposits in a timely manner. Chainmyne and the Representatives make no guarantee on the timing of Digital Asset transfers, and you understand and agree that transfers can be delayed due to a slow blockchain network or Chainmyne conducting additional security checks. Chainmyne and the Representatives are not responsible for losses and liabilities induced by delayed transfers.

10. Availability of Digital Assets

Digital Assets are listed on the Services at the discretion of Chainmyne and can be removed or closed at any time. If a Digital Asset is removed or closed, your open Orders will be canceled and your account credited back. If a Digital Asset is selected for removal, and if the applicable blockchain allows it, you will have twenty-five (25) days to withdraw your Digital Assets. Chainmyne and the Representatives assume no liability or cost whatsoever arising from removed or closed coins. Removed coins left in your Account after the withdrawal period will be forfeited.

11. Fees

Fees may be charged by the Company to you to deposit or withdraw Funds from your Account and to withdraw Digital Assets from your account. In addition, by placing an Order on the Platform, you agree to pay all applicable fees associated with the Services, including any spread (i.e., remuneration that the Company receives for its services that is a “mark-up” added to the price of a Digital Asset in the case of a purchase by you, or a “mark-down” that is deducted from the price in the case of a sale by you) and any other transaction fee associated with the Services, as applicable, and as set out in the fee schedule, as it may be amended from time to time (the “Fee Schedule”). You also understand and agree that the Company may apply a foreign exchange spread in a transaction. Further, you authorize the Company to automatically deduct fees directly from your Account, as applicable. The Fee Schedule is incorporated by reference into this Agreement, and by agreeing to this Agreement, you hereby agree and consent to the Fee Schedule.

12. Insurance

Chainmyne, the Hot Wallet Provider, and the Safe-Keeping Platform maintain insurance against certain losses that may arise in connection with your use of the Services. The Safe-Keeping Platform maintains coverage for the respective Digital Assets held on behalf of clients by Safe-Keeping Platform, including the Digital Assets you own. The Hot Wallet Provider maintains coverage for the Digital Assets in the event they are temporarily Saved on your behalf in Chainmyne’s “hot wallet” including while assets are “in transit”. There can be no guarantee that insurance coverage maintained by us or by the Safe-Keeping Platform will satisfy any and all claims that may be made in the event of a default under this Agreement or other agreements to which Chainmyne, the Hot Wallet Provider, or the Safe-Keeping Platform may be bound.

13. Internet

Use of the Services may require internet and data access for which you shall be responsible and subject to your internet access provider terms and conditions of use. In no event shall Chainmyne be liable for any internet or data access fees or other charges incurred by you in connection with your use of the Services. Any such fees and charges shall be your sole responsibility The Services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. Chainmyne is not responsible for any delays, delivery failures, or other damage resulting from such problems.

14. Taxes

You are solely responsible for ensuring that your use of the Services and any gains or losses associated therewith are reported accurately and as required by law to the appropriate authorities, including but not limited to the Canadian Revenue Agency or the Internal Revenue Services of the United States of America. Although we may offer functions on the Site to assist you with the calculation of such gains or losses, we make no representations or warranties as to the accuracy of any such information or functions which, in accordance with Section 17, are provided on an “as is” basis.

You acknowledge that any income from transactions involving the Digital Assets could be treated as business income or as a capital gain, depending on the circumstances, including your trading practices.

15. Forks

We do not own or control, and make no representations or warranties with respect to, the underlying technology of the Digital Assets you may purchase or sell using the Services, including those technologies that govern their use. The underlying technology of Digital Assets may suddenly change such that the new version is no longer compatible with existing versions, or there is otherwise a permanent divergence of the blockchain resulting in the formation of new cryptocurrencies (a “Fork”). A Fork may impact the value, functionality, and other characteristics such as the name of the Digital Asset, and we make no representation or warranty as to whether Chainmyne will support a Fork arising from any Digital Asset or whether the Services are able to support any Digital Assets subject to a Fork.

We are not responsible or liable for claiming, issuing, storing or holding any Digital Asset resulting from a Fork on your behalf. In the event of a Fork, we may temporarily or permanently suspend the operation of the Services (with or without advance notice to you) and, in our sole discretion, decide whether or not to continue supporting trading of the Digital Asset subject to the Fork.

16. Prohibited Conduct

When using the Services, you are prohibited from doing any of the following (collectively “Prohibited Conduct”):

• Using hateful, abusive, harassing, libelous, or obscene language towards other clients or Chainmyne Representatives;
• Threatening other clients or Chainmyne Representatives with violence,
• Posting any material that infringes or violates any third party’s copyright, trademark, trade secret, privacy, or other proprietary or property right;
• Using the Services to conduct fraudulent or otherwise illegal transactions or activities;
• Copying any Content onto your own or any other website;
• Posting any material which promotes illegal activity, could constitute a criminal offense, gives rise to civil liability, or otherwise violates Applicable Laws and Regulations or any provision of this Agreement;
• Purchasing or selling any Digital Assets with knowledge of any material, non-public information relating to such Digital Assets;
• Using the Services to send spam, chain letters, junk mail, or any other type of unsolicited mass email;
• Using the Services to distribute viruses or other harmful, disruptive, or destructive files;
• Using the Services in violation of Chainmyne’s or any third party’s intellectual property or other proprietary or legal rights;
• Using or attempting to use another person’s account;
• Disrupting or interfering with the security of, or otherwise abusing the Services, or any servers or networks connected to the Services;
• Attempting to obtain unauthorized access to the Services;
• Impersonating another person;
• Sharing with any minor any Content or materials inappropriate for children, or allowing any minor access to such materials;
• Systematically harvesting or extracting data from the Services or programmatically registering accounts on the Services, including through the use of any robot, spider, crawler, or any other automated means;
• Accessing the Services for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes;
• Modifying or making derivative works based upon the Services, or any portion thereof;
• “Framing” or “mirroring” any Content on any other server or wireless or Internet-based device;
• Reverse engineering or accessing the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions, or graphics from the Services, or (c) copy any ideas, features, functions, or graphics from the Services;

• Copying, decompiling, reverse engineering, disassembling, attempting to derive the source code of, modifying, or creating derivative works of Services or any part thereof (except as and only to the extent any foregoing restriction is prohibited by Applicable Laws and Regulations);
• Using the Services to take advantage of any technical glitch, malfunction, failure, delay, default, or security breach; or
• Violating the terms of this

17. Client’s Acknowledgments

By using the Services, you agree and acknowledge that:

1. you understand the terms of this Agreement;
2. any violation of this Agreement may result in potential consequences, including the possible loss or forfeiture of purchased Digital Assets;
3. you are solely responsible for all the taxes, fees, and commissions resulting from the use of the Platform and associated Services and have obtained such legal and tax advice as you consider appropriate in connection with purchasing or selling Digital Assets via the Services;
4. we are not responsible for any consequences arising from false, incorrect, or incomplete information that you provide to us, including any incorrect digital asset wallet address;
5. you have an understanding of cryptocurrencies and other digital assets and blockchain technology and appreciate the risks and implications of trading the Digital Assets via the Services;
6. holding the Digital Assets carries various risks, including those relating to the issuer of and the technology underlying the Digital Assets, and the value of the Digital Assets may decrease to zero;
7. you are aware of and accept the risk of, and agree not to hold Chainmyne responsible for any loss resulting from any operational challenges to which the Services may be subject (such as malicious cyberattacks, exploitable security system flaws and other security breaches, interruptions to Services, delays, and the loss or theft of Digital Assets) or any transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated cyber-attacks;
8. we make no representation or warranty as to the ongoing availability of the Site or Services, nor do we guarantee the absence of interruptions; and although we strive to provide uninterrupted Services, outages and downtime may occur for a variety of reasons;
9. the Company or its affiliates may trade its own corporate assets on the Platform to provide liquidity to other Clients on the Platform and manage its own Digital Asset account;
10. the Company does not have any special priority and is subject to the same Platform trading protocols as all other Clients;
11. the Company only trades based on market data accessible to other Clients and does not have access to inside information and does not engage in any front-running;
12. any up-to-date market information, including quotes or charts, that we provide to you is provided ‘as is’ and ‘where is’ without representations or warranties of any kind, and may contain typographical errors, be incomplete, or inaccurate, and while we may correct any such errors, missing information, or inaccuracies, we are under no obligation to do so.

18. Disclaimers

Except where prohibited by Applicable Laws and Regulations or any other term of this Agreement, you expressly acknowledge and agree that we will otherwise have no liability or responsibility whatsoever for any direct, indirect, special, punitive, or consequential damages or loss, however caused, arising out of your use of the Services, including, but not limited to: (a) losses resulting a failure to seek appropriate investment advice before using the Services; (b) losses resulting from fraudulent or unauthorized transactions; (c) losses related to the installation, use, or maintenance of a personal computer, equipment, or software, or caused by any worms, bugs, viruses, trojan horses, date bombs, defects, time bombs, or other items of a destructive nature which may be transmitted to or using the Site or Services; (d) any third-party claims or losses of any nature, including lost profits, punitive, or consequential damages; (e) losses related to any errors, mistakes, inaccuracies, or omissions in the Services; (f) losses relating in any way to taxes that you owe, including as a result of errors in the reporting thereof; (g) losses relating in any way to a variation in an Order caused or induced by the market price variation of any Digital Asset for any reason; or (h) losses resulting from scheduled or unscheduled outages or disruptions that delay or prevent Orders or the use of the Services or Site generally. Chainmyne does not control the trading value of the Digital Assets, and by using the Services you agree that Chainmyne will not be liable for any losses or direct, indirect, special or consequential damages, however caused, resulting from market price variation of any Digital Asset for any reason.

THE SERVICES AND DIGITAL ASSETS PURCHASED VIA THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CHAINMYNE AND THE REPRESENTATIVES CANNOT AND DO NOT GUARANTEE, AND DO NOT MAKE ANY, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, COVENANTS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING: (1) ANY WARRANTY OF MERCHANTABILITY; (2) FITNESS FOR A PARTICULAR PURPOSE; (3) NON- INFRINGEMENT; (4) THAT THE SERVICES OR ANY DIGITAL ASSETS PURCHASED VIA THE SERVICES, WILL MEET YOUR REQUIREMENTS; (5) THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; AND (6) THAT ANY DEFECTS WITH THE SERVICES, IF ANY, WILL BE CORRECTED. YOU UNDERSTAND THAT ANY USE OF, MODIFICATION TO, OR RELIANCE ON THE SERVICES, OR ANY DIGITAL ASSETS PURCHASED VIA THE SERVICES, IS AT YOUR OWN DISCRETION AND RISK.

You are solely liable and responsible for any and all claims and demands made by any other person arising out of, in connection with, or relating to your use of the Services, your breach of this Agreement, your violation or infringement of the rights of others, or your violation of any Applicable Laws or Regulations. Chainmyne and the Representatives disclaim any and all responsibility and liability regarding all such matters. You further agree that you are solely responsible for actions and communications undertaken or transmitted in the course of your usage of the Services, and that you will comply with all Applicable Laws and Regulations in respect of the same. We may investigate occurrences which may involve violations of such Applicable Laws and Regulations, and may involve, and co-operate with, law enforcement authorities in prosecuting clients who are involved in such violations. We reserve the right at all times to disclose any information (including your Personal Information) regarding your use of the Services in each case as may be permitted or required by Applicable Laws and Regulations, including as necessary to satisfy any request authorized by such Applicable Laws and Regulations. No data transmission over the Internet can be guaranteed to be 100% secure, and as a result, we cannot ensure or warrant the security of any information you transmit to us.

19. Force Majeure

Without limiting the limitation of liability set out in Section 19, we are not responsible or liable for any delays, failure in performance, or interruption of service which results directly or indirectly from any cause or condition, whether or not foreseeable, beyond our, our Representatives’, or any service provider’s reasonable control, including, but not limited to, any act of God, nuclear or natural disaster, epidemic, pandemic, action or inaction of civil or military authorities, act of war, terrorism, sabotage, civil disturbance, strike or other labor dispute, accident, state of emergency or interruption, government restrictions, loss, or malfunction of equipment or utility, communications, computer (hardware or software), Internet, or network provider services, or for any loss of information caused by disruptions in or malfunctions of the Services.

20. Limitations of Liability

UNDER NO CIRCUMSTANCES SHALL CHAINMYNE OR THE REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES, RESULTING FROM: (1) THE USE OR THE INABILITY TO USE THE SERVICES; (2) THE USE OR THE INABILITY TO PURCHASE OR SELL ANY DIGITAL ASSET PURCHASED VIA THE SERVICES; (3) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (4) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (5) LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLES, EVEN IF THE REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAWS AND REGULATIONS.

YOU ACKNOWLEDGE THAT CHAINMYNE ACTS AS TRUSTEE FOR ALL OTHER REPRESENTATIVES WITH RESPECT TO ALL RIGHTS CONTEMPLATED HEREUNDER ARISING IN FAVOUR OF ANY REPRESENTATIVE. CHAINMYNE AGREES TO ACCEPT SUCH TRUST AND HOLD AND ENFORCE SUCH RIGHTS ON BEHALF OF EACH SUCH REPRESENTATIVE.

21. Indemnification

You agree to indemnify, defend, and hold harmless Chainmyne and the Representatives, from any and all losses, damages, claims, liabilities, and expenses, including legal fees, arising out of your use of the Account and the Services. Without limiting the foregoing, this shall include: (a) any violation of the terms of this Agreement; (b) any violation by you of a third-party right; (c) any breach of a representation or warranty made by you to us, either in the Agreement or otherwise; (d) any breach by you of Applicable Laws and Regulations; (e) any claim for damages brought against us by any party, related to your use of the Services or your non-compliance with the terms of the Agreement or any documents and/or additional terms it incorporates; or (f) any and all expenses incurred by us in connection with exercising any right pursuant to this Section 20.

We may, at our sole discretion, assume the exclusive defense and control of any matter subject to indemnification by you. The assumption of such defense or control by us, however, shall not excuse any of your indemnity obligations. If you fail to comply with any requirement contained in this Agreement, then, in addition to any other right or remedy to which Chainmyne is entitled, we may at any time, and from time to time, without notice or demand to you, apply some or all of your Digital Assets in your Account to eliminate or reduce the liability or settlement amount, as the case may be. You shall remain liable to Chainmyne for any deficiency remaining following the exercise by us of any or all of our rights and agree that the rights which we are entitled to exercise pursuant to this Section 20 are reasonable and necessary for Chainmyne’s protection.

22. Termination; Suspension of Account

We may at any time, without notice or liability, decide to alter, amend, restrict, modify, or terminate the Services or any functionality or portion of the Services, all in our sole discretion, and you understand that there is no guarantee that the Services or any portion or functionality thereof will continue to operate or be available for any particular period of time, including as a result of the removal, addition, modification, or change of or in the availability of the Services, or any restriction in access thereto, or any imposition of limits on any or all features of, or links to, the Services. We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Services at any time without notice, but confirm that we have no duty to do so.

If you breach any provision of this Agreement or Applicable Laws and Regulations, then you may no longer use the Services and your Account may be canceled. We, in our discretion, shall determine whether this Agreement has been violated. We may also cancel withdrawal rights for your Account where there is suspected unauthorized access or hacking.

We reserve the right to suspend or cancel your Account without notice to you at any time for any reason, including if you are in default of your obligations with respect to the Services. We may terminate this Agreement with you at any time.

23. Contact CHAINMYNE

If you have any feedback, questions, or complaints, you may contact our Help Centre through the Site or by emailing support@chainmyne.com with your account username and the transaction on which you have feedback or questions.

24. Client Complaints

If you have a complaint that concerns alleged misconduct, you agree to use best efforts to send it to the Designated Complaints Officer (“DCO”) at compliance@chainmyne.com. In that case, the DCO shall respond within 5 business days, and conduct an investigation, which shall include contacting all relevant employees (i.e., those involved in the incident/matter that is the subject of your complaint) to ask for relevant information. The DCO shall share the outcome of the investigation with you no later than 90 days after receipt of your complaint.

25. Limited License

Subject to the terms of this Agreement, you are granted a non-exclusive, non-transferable, non-sub- licensable, revocable, limited right and license to access and use the Services, including the Content therein and the services accessible through them, solely for purposes that are not in breach of this Agreement, Applicable Laws and Regulations, or any applicable policy or procedure of Chainmyne, and solely for your own personal use and not on behalf of any third party. Any other use of the Services or Content therein is expressly prohibited and all other right, title, and interest in the Services and Content is exclusively the property of Chainmyne and/or its Representatives. Other than as set out in this paragraph, nothing in this Agreement gives you any license, right, title, or ownership of, in, or to the Site or the Services.

26. Copyright and Intellectual Property

All Content, the selection, compilation, arrangement and presentation of all materials, and the overall design of the Services are copyrighted by us and/or our Representatives, and are protected by Canadian and international intellectual property laws. Use of Content without our express prior written permission is strictly prohibited “CHAINMYNE”, “chainmyne.com”, the Chainmyne logo, and any other trademarks used in connection with the Services are trademarks or registered trademarks of Chainmyne and/or its Representatives, in Canada and other countries. Our trademarks may not be used in connection with any product or service without our express written permission.

27. Privacy

We respect your right to privacy. All information that we may collect via the Services is subject to our Privacy Statement. The Privacy Statement is incorporated by reference into this Agreement. By agreeing to this Agreement, you hereby agree and consent to our Privacy Statement.

28. Personal Information and Marketing

In addition to the collection, use, and disclosure of your Personal Information set out in the Privacy Statement, we may, with your consent, use your Personal Information to market our products and services to you, including by the use of electronic communications, such as email, direct messaging, and text messaging, and through the use of telemarketing. You may withdraw your consent to such uses at any time.

29. General

1. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the province of Quebec and the federal laws of Canada applicable therein, without giving effect to their conflict of law You agree that you will bring any claim or cause of action arising out of this Agreement, your use of the Services, or any Order placed or executed via the Services in the courts located within Montreal, Quebec. Furthermore, you agree to submit to the personal, non-exclusive jurisdiction of any such court or arbitrator, as the case may be.
2. Severability: If any provision contained in this Agreement is determined unenforceable, then such provision will be severed and replaced with a new provision that most closely reflects the intent of the original provision, and the remaining provisions of this Agreement will remain in full force and
3. Risk Statement: The Chainmyne Risk Statement is incorporated by reference into this The Risk Statement, as it may be amended and provided to you from time to time, provides disclosure to you regarding the risks involved in using the Services. You acknowledge that you have read and understand such disclosure.
4. Electronic Delivery of Information: You agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures (collectively, “Communications”) that we provide in connection with your Account and your use of the We will provide these Communications to you by posting them on the Site, emailing them to you at the primary email address listed for your Account, communicating them to you via instant chat, and/or through other electronic communication, such as text message or mobile push notification. It is your responsibility to visit the Site on a regular basis and inform us of any changes to your email address.
5. Assignment: This Agreement, or your rights and obligations hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and This Agreement shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.
6. No Endorsement: We may link to other websites operated by or with content provided by third parties, and such other websites may link to our website. You agree and understand that we have no control over any such other websites or their content and will have no liability arising out of or related to such websites or their content. The existence of any such links does not constitute an endorsement of such websites, their content, or their We are providing these links to you only as a convenience.
7. Survival: You agree and understand that all provisions of this Agreement, which by their nature extend beyond the termination or expiration of this Agreement, including, but not limited to, sections pertaining to suspension, investigations, remedies for breach, termination, debts owed, right to offset, unclaimed funds, general use of the Services, disputes with us, and general provisions, shall survive the termination or expiration of this Agreement.
8. Entire Agreement: This Agreement, any appendices or attachments to this Agreement, and all disclosures, notices or policies available on the Site that are specifically referenced in this Agreement, comprise the entire understanding and agreement between you and Chainmnye as to the Services, and this Agreement supersedes any and all prior discussions, agreements, and understandings of any kind and every nature (including, without limitation, any prior versions of this Agreement) between and among you and Chainmyne. Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this
9. No Waiver: No waiver of any provision of this Agreement shall be effective except pursuant to a written instrument signed by us expressly waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof.

Schedule A – “Risk Statement”

This risk statement (the “Risk Statement”) is presented to you at the time of opening your Account with CHAINMYNE. You must acknowledge having received, read, and understood this Risk Statement in order to open and operate an Account and use the Services. Please read this Risk Statement in its entirety.

CHAINMYNE believes that its clients should be aware of the risks involved in using the Services to purchase, hold, or sell Digital Assets. Digital Asset trading may not be appropriate for you, particularly if you use funds which you cannot afford to lose. The volatility and unpredictability of the price of Digital Assets relative to fiat currency may result in significant loss over a short period of time.

By opening an account with CHAINMYNE to use the Services, you are acknowledging that you have received and read this statement and understand the risks set out herein. This Risk Statement does not necessarily capture all of the risks associated with trading in Digital Assets. Please refer to the terms of the Client Account Agreement for a more detailed description of your relationship with CHAINMYNE and the Platform. This Risk Statement provides a summary of certain risks you should take into account when deciding whether to trade Digital Assets.

No securities regulatory authority in the United States of America, Canada or any other jurisdiction has expressed an opinion about any of the Digital Assets that are available through the Platform,

While CHAINMYNE has conducted due diligence, in accordance with its written policies, to evaluate each of the Digital Assets before making them available on the Platform and has concluded that none of the Digital Assets constitutes a security or derivative under the respective securities legislation of each of the jurisdictions of the United States of America, Canada and the securities and derivatives laws of the foreign jurisdiction with which each Digital Asset has the most significant connection, there is a risk that CHAINMYNE has incorrectly determined that none of the Digital Assets is a security or derivative. There is also a risk that CHAINMYNE’s conclusion that any particular Digital Asset is not a security or derivative may change over time.

Risks in Trading on the Platform

The following is a non-exhaustive list of risks you should consider when using the Services to purchase, or sell Digital Assets.

1. Platform Risk

Crypto-asset trading platforms, including CHAINMYNE, may cease operations or permanently shut down due to fraud, technical glitches, hackers, or malware, which could have an adverse impact on the value of Digital Assets. CHAINMYNE reserves the right to not offer a quote should there be technical difficulties, extreme volatility, or counterparty problems. CHAINMYNE will put a notice on its website in these extreme circumstances.

2. Short History Risk

Digital Assets are just over a decade old, and as such, it is unclear whether the economic value, governance or functional elements of Digital Assets will persist over time. The Digital Asset community has successfully navigated a considerable number of challenges since the introduction of blockchain technology. That said, the continued engagement of the Digital Asset community is not guaranteed, and any future challenges that the community is not able to navigate could have an adverse impact on the price to purchase or proceeds received from the sale of a Digital Asset.

3. Price Volatility

The price of Digital Assets on public trading platforms has a limited history. Digital Asset prices have historically been volatile and subject to influence by many factors including the levels of liquidity on trading platforms, public speculation on future appreciation in value, swings in investor confidence, and changes in regulatory characterization.

A Digital Asset may lose most or all of its value.

4. Potential Decrease in Global Demand for Digital Assets

If speculators, investors, merchants, or consumers stop purchasing, using, holding, or dealing in Digital Assets, or the rate of adoption of Digital Assets slows, then the price of Digital Assets may be adversely impacted. There is no guarantee that Digital Assets will maintain their long-term value in terms of purchasing power in the future or that the acceptance of Digital Assets for payments by mainstream retail merchants and commercial businesses will continue to grow.

5. Potential for Illiquid Markets

If there is a relatively small volume of buy and sell orders in the marketplace, it may become difficult to execute a trade of Digital Assets. Unexpected market illiquidity may cause major losses to the holders of Digital Assets.

6. Transfers of Digital Assets are Irreversible

Transfers of Digital Assets are irreversible. An improper transfer (whereby a Digital Asset is accidentally sent to the wrong recipient), whether accidental or resulting from theft or unauthorized access, can only be undone by the receiver of the Digital Asset agreeing to send the Digital Asset back to the original sender in a separate subsequent transaction. To the extent your access credentials are taken over by another party (with or without your permission) and transfers are made, you may be unable to recover the Digital Assets. You are responsible for maintaining the security of your access credentials.

7. Concentration Risks

With respect to certain Digital Assets, a significant percentage of their total outstanding units are held by a disproportionately small amount of Digital Asset wallet addresses. If one of these top holders were to exit their Digital Asset position, a block sale of a large amount of a Digital Asset could adversely affect the price of that Digital Asset.

8. Uncertainty in Regulation

The regulation of Digital Assets continues to evolve in the United States of America, Canada and in foreign jurisdictions which may restrict the use of Digital Assets or otherwise impact the demand for Digital Assets.

9. Financial Institutions May Refuse to Support Transactions Involving Digital Assets

Financial institutions provide bank accounts to facilitate transfers of fiat currency in connection with Digital Asset transactions. United States of America, and Canadian regulated banks and other financial institutions may refuse to process funds for Digital Asset transactions or to process wire transfers to or from Digital Asset trading platforms, Digital Asset-related companies, or service providers, or maintain accounts for persons or entities transacting in Digital Assets.

10. A Digital Asset’s Blockchain May Temporarily or Permanently Fork and/or Split

Many Digital Asset blockchain networks are powered by open-source software. When a modification to that software is released by developers, and a substantial majority of miners consent to the modification, a change is implemented and the blockchain network continues uninterrupted. However, if a change were to be introduced with less than a substantial majority consenting to the proposed modification, and if the modification were not compatible with the software in operation prior to its modification, the consequence would be what is known as a “fork” (i.e., a split) of the blockchain. One blockchain would be maintained by the pre-modification software and the other by the post-modification software. The effect is that both blockchains would operate in parallel, but independently. There are precedents for this occurring, for example on both the Bitcoin and Ethereum blockchain networks. In the future, such a fork could occur again, and affect the viability or value of a Digital Asset. CHAINMYNE may choose not to support any future fork of the underlying blockchain of the Digital Assets available on the Platform, in which case you might not have any rights to the new digital assets that may be created as a result of that fork. By using CHAINMYNE you forfeit any profit, loss, or voting right claims to any Digital Assets forked on the Platform.

11. Cyber-Security Risk

Digital Asset companies, such as CHAINMYNE, and their service providers may be subject to operational and information security risks resulting from cyber-attacks. These include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information, and various other forms of cyber-security breaches. This in turn could cause CHAINMYNE to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures, and/or financial loss.

12. Airdrops

Third parties may send Digital Assets into wallets operated by CHAINMYNE. Should CHAINMYNE be issued any additional Digital Assets alongside the ones held by CHAINMYNE, we would not be responsible for any consequences arising from such an issuance, including any perceived or actual losses or missed gains. CHAINMYNE will decide in its sole discretion whether or not to support the Digital Asset Airdrops or whether or not to distribute the Digital Asset Airdrops to our clients, with or without prior notification. By using the Services, you forfeit any profit, loss, or voting right claims to any Digital Asset Airdrops to CHAINMYNE.

13. Issues with Cryptography Underlying Digital Asset Networks

Cryptographic and algorithmic protocols are used to protect the secrecy of codes regulating the blockchain system used to effect transfers of Digital Assets. In the past, flaws in the source code for Digital Assets have been exposed and exploited, including flaws that disabled some functionality for users, exposed users’ personal information, and/or resulted in the theft of users’ Digital Assets. The cryptography underlying the Digital Assets could prove to be flawed or ineffective, or developments in mathematics and/or technology, including advances in digital computing, algebraic geometry, and quantum computing, could result in such cryptography becoming ineffective. Any of these circumstances could result in the theft of users’ Digital Assets by malicious actors. Moreover, functionality of Digital Asset networks may be negatively affected such that they are no longer attractive to users, thereby dampening demand for Digital Assets.

14. Internet Risk

CHAINMYNE accesses Digital Assets’ blockchains via the internet, and its client’s access CHAINMYNE’s Platform via the internet. Thus, the entire system is dependent upon the continued functioning of the internet. CHAINMYNE maintains an independent and secure ledger of all transactions to minimize loss and maintains contingency plans to minimize the possibility of system failure; however, CHAINMYNE does not control signal power, reception, routing via the internet, configuration of your equipment, or the reliability of your connection to the internet.

15. Risk if Entity Gains a 51% Share of a Digital Asset Network

If an entity gains control over 51% of the computational power (hash rate) of a Digital Asset network, the entity could use its majority share to interfere with the operation of that network in ways that could undermine trust in the network.

16. Possible Increase in Transaction Fees

There are transaction fees applicable to certain Digital Asset transactions. These transaction fees have historically been relatively low, but there is no assurance that they will remain low. Higher transaction fees may result in a decrease in the value of the relevant Digital Asset(s).

17. Possible Increase in Service Fees

Certain fees CHAINMYNE charges you for the Services are based in part on the fees charged to CHAINMYNE by its third- party service providers. Those third-party service provider fees are subject to change, which may result in CHAINMYNE increasing its fees.

18. No Voting Rights

CHAINMYNE will not enable voting functionality for any Digital Assets that would confer a right to vote on topics that may directly and indirectly affect functionality and economics of the particular Digital Asset (e.g., changes to block reward amounts, inflation percentages, consensus modeling, or governance models). Therefore, if you have a Digital Asset in respect of any Digital Assets that confer these rights to vote, you will not be able to exercise any such voting rights, and you forfeit any such rights to CHAINMYNE.

19. Threats to CHAINMYNE’s Physical Assets

CHAINMYNE’s physical assets, such as its personnel, hardware, buildings, or data processing infrastructure could experience a range of threats, such as fire, flood, natural disaster, theft, vandalism, or terrorism. As such, there exists a risk of partial or full loss of your Digital Assets due to the aforementioned events.

20. Use of Leverage

CHAINMYNE does not offer its clients margin or any other type of loan, but we cannot prevent clients from borrowing cash from other sources to purchase Digital Assets on the Platform. However, using borrowed money to finance the purchase of Digital Assets involves a potentially greater degree of risk than purchases made with cash. If you borrow money to purchase Digital Assets, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the Digital Assets purchased declines.

21. Halting, Suspending, and Discontinuing Digital Assets

CHAINMYNE maintains written policies that govern the halting, suspending, and discontinuing of Digital Assets from trading on the Platform. In accordance with those policies, CHAINMYNE may decide to halt, suspend, or discontinue certain Digital Assets from its Platform, for any reason whatsoever, including but not limited to, business decisions made in CHAINMYNE’s sole discretion, changes in market trends, changes in the demand for the Digital Asset, changes in legal or regulatory risk associated with the Digital Asset, changes in relevant blockchain support for the Digital Asset, or changes in third-party custodian availability of the Digital Asset. In such circumstances, CHAINMYNE will seek to give clients as much time as possible, on a best- efforts basis, in accordance with CHAINMYNE’s written policies on this, to sell or withdraw Digital Assets through the Platform.

Schedule B – “Prohibited Businesses”

1. Illegal drugs, substances designed to mimic illegal drugs, and equipment designed for making or using drugs
2. Fake references or ID-providing services
3. Telecommunications manipulation equipment including jamming devices
4. Any business or organization that a. engages in, encourages, promotes or celebrates unlawful violence or physical harm to persons or property, or b. engages in, encourages, promotes or celebrates unlawful violence toward any group based on race, religion, disability, gender, sexual orientation, national origin, or any other immutable characteristic
5. Any other products or services that are in violation of law in the jurisdictions where your business is located or targeted to
6. Products and services that infringe intellectual property rights
7. Sales or distribution of music, movies, software, or any other licensed materials without appropriate authorization
8. Counterfeit goods; illegally imported or exported products
9. Unauthorized sale of brand name or designer products or services
10. Any other products or services that directly infringe or facilitate infringement upon the trademark, patent, copyright, trade secrets, proprietary or privacy rights of any third party
11. Products and services that are unfair, predatory, or deceptive
12. Pyramid schemes
13. Get rich quick’ schemes including: investment opportunities or other services that promise high rewards to mislead consumers; schemes that claim to offer high rewards for very little effort or up front work; sites that promise fast and easy money; businesses that make outrageous claims, use deceptive testimonials, use high-pressure upselling, and/or use fake testimonials; (with or without a written contract) offering unrealistic incentives/rewards as an inducement to purchase products or services but do not respond to any queries after the purchase
14. No value-added services including sale or resale of a service without added benefit to the buyer and resale of government offerings without authorization or added value
15. Sales of online traffic or engagement
16. Negative response marketing and telemarketing
17. Predatory mortgage consulting, lending, credit repair and counseling services
18. Predatory investment opportunities with no or low money down
19. Remote technical support; mugshot publication or pay-to-remove sites; essay mills; chain letters; door-to-door sales
20. Any other businesses that we consider unfair, deceptive, or predatory towards consumers
21. Adult services including prostitution, escorts, pay-per view, sexual massages, and adult live chat features
22. Bail bonds
23. Firearms, explosives and dangerous materials
24. Guns, gunpowder’s, ammunitions, weapons, fireworks and other explosives
25. Peptides, research chemicals, and other toxic, flammable and radioactive materials

Schedule C – “List of Countries, Jurisdiction Restrictions”

 
 
*United States (Restricted States):
*States not listed must be checked for State level changes prior to onboarding each client and are subject to change without notice.
Schedule D – “Canadian Permitted User”

IMPORTANT: NOT AVAILABLE IN THE PROVINCE OF QUEBEC

Defined in section 1.1 of National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) as:

• A Canadian financial institution, or a bank listed on Schedule III to the Bank
• The Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act.
• A subsidiary of any person referred to in the above bullets, if the person owns all of the voting securities.
• A person registered under the securities legislation of a jurisdiction of Canada as an adviser, investment dealer, mutual fund dealer or exempt market dealer.
• An entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in the above bullets.
• The Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada.
• A municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec.
• An investment fund if one or both of the following apply:
• the fund is managed by a person or company registered as an investment fund manager under the securities legislation of a jurisdiction of Canada;
• the fund is advised by a person or company authorized to act as an adviser under the securities legislation of a jurisdiction of Canada.
• In respect of a dealer, a registered charity under the Income Tax Act, that obtains advice on the securities to be traded from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity.
• In respect of an adviser, a registered charity under the Income Tax Act that is advised by an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity.
• An individual who beneficially owns financial assets (as defined in section 1.1 of National Instrument 45-106) of at least $5,000,000.
• A person or company that is entirely owned by an individual or individuals referred to in the preceding bullet, who holds the beneficial ownership interest in the person or company directly or through a trust, the trustee of which is a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act, or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction.
• A person or company, other than an individual or an investment fund, that has net assets of at least $25 million as shown on its most recently prepared financial statements.
• A person or company that distributes securities of its own issue in Canada only to persons or companies referred to in the preceding bullets.

Last Update: January 16, 2024

This agreement (“Agreement”) is a legally binding contract between you (“Client,” “you,” or “your”) and ALT 5 Sigma Canada Inc. (“Company,” “ALT 5” “we,” “our,” or “us”) located at 17075 Leslie, Suite 7, Newmarket, Ontario, Canada L3Y 8E1 and 9417-6070 Quebec Inc. (“Marketing Agent” located at 2540 Daniel Johnson Blvd, Suite 804, Laval, Qc, H7T 2S3.

This Agreement, together with the schedules, documents and additional terms it incorporates by reference, governs your access to and use of your Account (as defined below), and the content, functionality, and services made available through the Account. By registering for an Account, you agree that you have read, understood, and accepted all the terms and conditions contained in this Agreement.

WHEREAS;

1. ALT 5, and or Chainmyne is an electronic over-the-counter trading platform,
2. ALT 5 is the counterparty to all trades entered into the OTC platform named Chainmyne,
3. ALT 5 and or Chainmyne is not an exchange,
4. ALT 5 and or Chainmyne does not offer any margins and or credit facilities,
5. ALT 5 and or Chainmyne is not a custodian and only offers temporary wallets and upon the execution of a transaction, the digital assets MUST be immediately withdrawn to your wallet.
6. ALT 5 and or Chainmyne trading of stablecoins is unavailable in certain jurisdictions including but not limited to Canada.
7. ALT 5 and or Chainmyne is not available in certain jurisdictions including but not limited to the Province of Quebec.
8. Chainmyne is a sales and marketing agent of ALT 5
9. Chainmyne is a money service business registered with FINTRAC (M23118769) and FINCEN (31000257808580) regulatory agencies.

1.  Accepting these Terms

Please read this entire Agreement. By accepting this Agreement, you agree to be bound by all terms and conditions that it contains. If you no longer agree to this Agreement after accepting it, you may not use the Services – please do not access the Site, or please discontinue your use of the Site and the Services. (In that event, you may nevertheless remain bound by some of the terms and conditions of this Agreement.)

You represent and warrant that you have the legal capacity to form a binding contract with us and agree to comply with all the terms and conditions set forth in this Agreement. Your use of your Account and the Services is subject to this Agreement and ALT 5’s obligations under this Agreement are conditional on your compliance with its provisions. You agree to sign and have this Agreement and any related information made available to you, and to otherwise have communications between you and us occur, electronically.

In order to use the Services, and prior to us opening your Account, you must first provide, to our satisfaction, all of the information required by our on-boarding process, in accordance with Applicable Laws and Regulations, which include but are not limited to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and if residing in Canada with the exception of the Province of Quebec, a confirmation and certification that you and or your company is a Permitted User as per Canadian National Instrument 31-103. Our Services are NOT available to Quebec residents.

This Agreement was last updated and is effective as of the date first noted above. From time to time, and at our sole and absolute discretion, we may require you to agree to an amended version of this Agreement by providing notice to you at least ten (10) days in advance of effecting such amendment. If you continue to use the Site following the changes to the Agreement, you agree to be bound by these changes. If you do not agree with the amended version, you can choose to discontinue using the Services, and close your Account before such amended version becomes effective.

2.  Eligibility and Compliance with Laws

By registering for an Account, or by using the Services, you represent and warrant that: (a) you are at least eighteen (18) years of age and the age of majority for using the Services in the jurisdiction where you reside at the time you register with us or use the Services; (b) you have never been previously suspended or removed from using the Services or any other service or product offered by ALT 5 or any of its affiliated entities; (c) you have an understanding of cryptocurrencies and other digital assets and the technology that underlies them; (d) all information provided by you to us during the registration process is truthful, accurate, current, and complete; and (e) you will provide us with the information we require to fulfill our Know- Your-Client and account appropriateness assessment requirements under Applicable Law and Regulations; and (f) you will comply with all terms and conditions of the Agreement, as well as all Applicable Laws and Regulations and if residing in Canada with the exemption of the Province of Quebec, a confirmation and certification that you and or your company is a Permitted User as per Canadian National Instrument 31-103. Our Services are NOT available to Quebec residents

To register for an Account and use the Services as a legal entity, you represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, (ii) you are duly authorized by such legal entity to act on its behalf, and (iii) such organization (and any affiliate entity) has not been previously suspended or removed from using the Services or any other service or product offered by ALT 5 or any of its affiliated entities.

You agree and understand that use of the Services may have further eligibility requirements that require you to submit additional information about yourself or your business or complete further verification or Know-Your-Client steps prior to your using such Services, or from time to time in order to continue your use of the Services.

As a registered Client, you agree to maintain and promptly update your registration data as necessary to keep it true, accurate, current, and complete.

ALT 5 and the Representatives will rely on the information you provide. You will be responsible for any and all loss, damage, or additional costs that ALT 5, the Representatives, or others may incur as a result of your submission of any false, incorrect or incomplete information or your failure to update your registration or other information that you submit via the Services.

The Services must be used only for lawful purposes and in a lawful manner. We reserve the right to maintain your Account registration information after you terminate the Account for business and regulatory compliance purposes, subject to Applicable Laws and Regulations.

The Services are intended for use from locations where such Services are legal. Any use by you of the Services from a location where the services are illegal is expressly prohibited.

3.  Your Account

We reserve the right to deny you access to the Platform or cancel the Account for any or no reason, including but not limited to violations of this Agreement or Applicable Laws and Regulations, or any Prohibited Conduct by you, as outlined in Section 15 of this Agreement, and at any time, at our sole discretion.

You will be subject to a hold period for access to particular Services associated with your Account until your identification has been verified and you have completed our onboarding process, as required by Applicable Laws and Regulations. During this hold period, we may limit your right to use the Services, and we may refuse to accept any deposit made by you. When you provide new or updated personal information, we may also put a hold on your Account. We may maintain this hold until we confirm this information, which confirmation may require you to provide supporting documentation.

You acknowledge that you are solely responsible for maintaining the confidentiality of your Account credentials (including any user names, passwords, or security tokens created or provided) and that you will be responsible for any loss resulting from any unauthorized use of your Account. You agree to immediately notify us of any unauthorized use of your Account or if you become aware of any loss or theft. Similarly, you are responsible for verifying and maintaining the protection, security, and distribution of your account information, including account numbers, user names, and passwords.

All liability relating to password management resides with you, and under no circumstances, including negligence or misconduct, will we be liable for any damages that result from the unauthorized use of your Account.

We highly recommend you keep a secure backup of your password and any security credentials we provide to you in a safe and offline environment. If you have a verified e-mail address, you may use our automated account recovery procedure in order to request a password reset link. If you do not have a verified email address or if you have lost any security credentials we provided to you, in order to recover these credentials, you must go through our assisted account recovery procedure, which may require a 30-day waiting period with no logins by you and a service charge. If you want to start the assisted account recovery procedure, you must contact us by email at support@ALT5sigma.com with your Account username.

You acknowledge that due to the irreversible nature of blockchain technology, some transactions in your Account cannot be canceled or reversed once initiated. If you send Funds or Digital Assets to the wrong wallet address, or if you make deposits or transfers through an unsupported network or on the wrong blockchain network, your Funds or Digital Assets may become permanently lost and recovery may be impossible. It is your responsibility to ensure that transactions initiated by you include the correct wallet address, are initiated on a network supported by ALT 5 and are made on the correct blockchain network. In certain circumstances, recovery of lost Funds or Digital Assets is possible through the use of a third- party recovery service. On receipt of your instructions, and in the event that recovery of Funds or Digital Assets is possible, ALT 5 may, in its sole and absolute discretion, attempt to recover the Funds or Digital Assets. Recovery of such Funds or Digital Assets is not guaranteed and can take an undetermined amount of time. In the event that the recovery of lost Funds or Digital Assets is successful, ALT 5 will charge you a recovery fee, to offset our cost in engaging a third-party recovery service. In satisfaction of the recovery fee, you authorize ALT 5 to deduct the recovery fee from the recovered Funds or Digital Assets prior to crediting the balance to your Account.

You can cancel your Account at any time by doing so from your account settings page and requesting that your Account be deleted.

4.  Regulatory status

ALT 5 is registered with Fintrac (Financial Transaction and Reports Analysis Centre of Canada) and FinCEN (Financial Crimes Enforcement Network, United States of America). ALT 5 is not registered with Canadian Securities Administrators or its Provincial Regulators nor the United States Securities and Exchange Commission. ALT 5 services are NOT available in certain jurisdiction including but not limited to the Province of Quebec.

5.  No Suitability Review; No Investment Advice

You acknowledge and agree that, in the course of providing the Services to you, neither ALT 5 nor its Representatives provide any advice or recommendations regarding the purchase or sale of any Digital Asset, nor do they make any determination of your general investment needs or objectives or of the suitability of the proposed purchase or sale of any Digital Asset. You are responsible for your investment decisions and transactions, for any profits or losses, and any tax consequences that may result. You further acknowledge and agree that, in the course of providing the Services to you, neither ALT 5 nor its Representatives provide you with any legal, tax, or accounting advice regarding the profitability of any Digital Asset or investment or any decision in respect thereof, nor does ALT 5 or its Representatives consider your financial situation, investment knowledge, investment objectives, and risk tolerance when accepting Orders from you. You will not solicit or rely upon any such advice from ALT 5 or any of its employees and agree that ALT 5 will have no liability therefore whatsoever. In making investment decisions with respect to transactions in or for your Account(s) or any other matter, you will consult with and rely upon your own advisors, and not ALT 5. Additionally, the Content accessible through the Services does not constitute a representation that the purchase of Digital Assets is suitable or appropriate for you.

You authorize us to facilitate the process of purchasing, storing, and selling Digital Assets on your behalf. We are authorized to open or close your Account, cancel or correct Orders, direct transfers, and take such other steps as are reasonable to carry out your directions. All transactions will be affected only on your directions, except as otherwise expressly described in this Agreement.

6.  Purchase and Sale of Digital Assets

Purchases or sales of Digital Assets made via the Services are subject to the following terms:

1. Placing Orders: You may use the Services to place an order (each, an “Order”) to purchase or sell Digital Assets. You may not place an Order to purchase Digital Assets unless you have sufficient Funds or Digital Assets to satisfy the No margins and leverage are available on the Services. It is your responsibility to ensure that you have sufficient Funds and/or Digital Assets in your Account to settle transactions you make using the Services. If you place an Order with insufficient Funds and/or Digital Assets, it will be cancelled in its entirety or filled only as a partial Order. All Orders accepted by the Company are good until either executed or canceled. The counterparty to all transactions is ALT 5 Sigma Canada Inc., whether it is a purchase or a sell order.
2. Execution: All Orders entered by you and accepted by US are binding on you from the time of their execution. We shall forward written confirmation to you promptly after the execution of the Order by Non-Receipt or late receipt of such written confirmation shall not in any way relieve you of your obligations under this Agreement. Upon execution, your account and temporary assigned wallets will be immediately credited and or debited. Upon the immediate credit, you acknowledge that said Digital Assets are in your control and you MUST immediately withdraw the Digital Assets to any other wallets you may own.
3. Errors: ALT 5 provides you with the tools to verify your Order before confirming it to help you catch a mistyped ALT 5 will not be responsible for losses induced by mistyped or otherwise wrongly placed Orders. An open Order may be canceled at any time by you, but ALT 5 makes no guarantee on whether that Order will be canceled before execution. Notwithstanding the foregoing, in the event we determine, at our sole discretion, that as the result of a technical issue an executed Order did not reflect the fair market value for the applicable Digital Asset, such Order shall be canceled, and you shall be refunded the amount you paid for your Order.
4. Investment Limits: ALT 5 is obligated by Applicable Laws and Regulations to implement and enforce investment limits on Accounts in certain Canadian jurisdictions in respect of trades in certain Digital Assets, calculated on a net basis annually, depending upon which category of investor you fall into. If, due to a systems issue or unintentional error on our part, you accept a quote for a trade that would exceed your investment limit for a given year, ALT 5 reserves the right to unwind your trade or fill your Order for the maximum allowable amount without exceeding your investment limit and credit your Account for the balance, as applicable.

7.  Temporary Safe-Keeping and Title of Digital Assets

1. Appointment: You agree to hereby appoint us to act as the temporary safe-keeper of the Digital Assets purchased by you pursuant to Section 6 of this Agreement, to be held in trust by us for your benefit in accordance with this Agreement, and we accept such appointment and the obligations, duties, and responsibilities set out in this The Temporary Safe-Keeping is not meant to be a custody account, its only purpose is to hold Digital Assets and or Fiat dollars in Transit, while a transaction occurs and said assets MUST be immediately withdrawn from the Platform to your private wallet or other wallet in your control and the Fiat dollars MUST be withdrawn to your bank account. All Digital Asset and Fiat Dollars withdrawals can only be made to your wallet and or your bank account, third-party transfers are NOT permitted.
2. Temporary Safe-Keeping Location: The Digital Assets that you purchase using the Services will be securely held in trust in an omnibus “cold storage” account at Fireblocks Ltd (the “Temporary Safe-Keeping Platform”). The Temporary Safe-Keeper stores all the Digital Assets in trust for the benefit of ALT 5 in accounts that are segregated from other accounts held by the Temporary Safe-Keeping Platform, and it is a fiduciary under the law applicable in its The Fiat Dollars are held in trust at Banks and or Licensed Financial Institutions in ALT 5 accounts used solely for the purpose of holding said Fiat Dollars temporary to execute transactions.
3. Hot Wallet: For liquidity purposes, a small portion of the Digital Assets may be held temporarily in an online “hot wallet” that ALT 5 licenses from Fireblocks Ltd. (the “Hot Wallet Provider”). The Hot Wallet Provider provides software that securely stores private keys and monitors See Section 11 for a description of the Hot Wallet Provider’s insurance policies.
4. Title: The Digital Assets held in trust through our arrangement with the Temporary Safe-Keeping Platform will be fully-paid assets beneficially owned by you and not by us. We will record your purchased Digital Assets in our books and records as separate and apart from anyone else’s Digital Assets and from Our own property. Our records will at all times provide for the separate identification of the Digital Assets owned by each client. Neither We or, the Temporary Safe- Keeping Platform, nor the Hot Wallet Provider will loan, hypothecate, pledge, or otherwise encumber any Digital Assets in your Neither We, the Temporary Safe-Keeping Platform, nor the Hot Wallet Provider may use the Digital Assets in your Account in the conduct of its business.

8.  Transfers of Digital Assets from your Account

Digital Asset deposits are subject to a minimum number of confirmations by the applicable blockchain before being fully credited to your Account, and Digital Asset withdrawals are subject to network fees, and are also subject to the technological ability to withdraw. The network fees are indicated in the withdrawal section for each Digital Asset available on the Services and are deducted from the amount of Digital Assets sent out of your Account. ALT 5 shall attempt to process withdrawals and deposits in a timely manner. ALT 5 and the Representatives make no guarantee on the timing of Digital Asset transfers, and you understand and agree that transfers can be delayed due to a slow blockchain network or ALT 5 conducting additional security checks. ALT 5 and the Representatives are not responsible for losses and liabilities induced by delayed transfers.

9.  Availability of Digital Assets

Digital Assets are listed on the Services at the discretion of ALT 5 and can be removed or closed at any time. If a Digital Asset is removed or closed, your open Orders will be canceled and your account credited back. If a Digital Asset is selected for removal, and if the applicable blockchain allows it, you will have twenty-five (25) days to withdraw your Digital Assets. ALT 5 and the Representatives assume no liability or cost whatsoever arising from removed or closed coins. Removed coins left in your Account after the withdrawal period will be forfeited.

10.  Fees

Fees may be charged by the Company to you to deposit or withdraw Funds from your Account and to withdraw Digital Assets from your account. In addition, by placing an Order on the Platform, you agree to pay all applicable fees associated with the Services, including any spread (i.e., remuneration that the Company receives for its services that is a “mark-up” added to the price of a Digital Asset in the case of a purchase by you, or a “mark-down” that is deducted from the price in the case of a sale by you) and any other transaction fee associated with the Services, as applicable, and as set out in the fee schedule, as it may be amended from time to time (the “Fee Schedule”). You also understand and agree that the Company may apply a foreign exchange spread in a transaction. Further, you authorize the Company to automatically deduct fees directly from your Account, as applicable. The Fee Schedule is incorporated by reference into this Agreement, and by agreeing to this Agreement, you hereby agree and consent to the Fee Schedule.

11.  Insurance

ALT 5, the Hot Wallet Provider, and the Safe-Keeping Platform maintain insurance against certain losses that may arise in connection with your use of the Services. The Safe-Keeping Platform maintains coverage for the respective Digital Assets held on behalf of clients by Safe-Keeping Platform, including the Digital Assets you own. The Hot Wallet Provider maintains coverage for the Digital Assets in the event they are temporarily Saved on your behalf in ALT 5’s “hot wallet” including while assets are “in transit”. There can be no guarantee that insurance coverage maintained by us or by the Safe-Keeping Platform will satisfy any and all claims that may be made in the event of a default under this Agreement or other agreements to which ALT 5, the Hot Wallet Provider, or the Safe-Keeping Platform may be bound.

12.  Internet

Use of the Services may require internet and data access for which you shall be responsible and subject to your internet access provider terms and conditions of use. In no event shall ALT 5 be liable for any internet or data access fees or other charges incurred by you in connection with your use of the Services. Any such fees and charges shall be your sole responsibility.

The Services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. ALT 5 is not responsible for any delays, delivery failures, or other damage resulting from such problems.

13.  Taxes

You are solely responsible for ensuring that your use of the Services and any gains or losses associated therewith are reported accurately and as required by law to the appropriate authorities, including but not limited to the Canadian Revenue Agency or the Internal Revenue Services of the United States of America. Although we may offer functions on the Site to assist you with the calculation of such gains or losses, we make no representations or warranties as to the accuracy of any such information or functions which, in accordance with Section 17, are provided on an “as is” basis.

You acknowledge that any income from transactions involving the Digital Assets could be treated as business income or as a capital gain, depending on the circumstances, including your trading practices.

14.  Forks

We do not own or control, and make no representations or warranties with respect to, the underlying technology of the Digital Assets you may purchase or sell using the Services, including those technologies that govern their use. The underlying technology of Digital Assets may suddenly change such that the new version is no longer compatible with existing versions, or there is otherwise a permanent divergence of the blockchain resulting in the formation of new cryptocurrencies (a “Fork”). A Fork may impact the value, functionality, and other characteristics such as the name of the Digital Asset, and we make no representation or warranty as to whether ALT 5 will support a Fork arising from any Digital Asset or whether the Services are able to support any Digital Assets subject to a Fork.

We are not responsible or liable for claiming, issuing, storing or holding any Digital Asset resulting from a Fork on your behalf. In the event of a Fork, we may temporarily or permanently suspend the operation of the Services (with or without advance notice to you) and, in our sole discretion, decide whether or not to continue supporting trading of the Digital Asset subject to the Fork.

15.  Prohibited Conduct

When using the Services, you are prohibited from doing any of the following (collectively “Prohibited Conduct”):

• Using hateful, abusive, harassing, libelous, or obscene language towards other clients or ALT 5 Representatives;
• Threatening other clients or ALT 5 Representatives with violence,
• Posting any material that infringes or violates any third party’s copyright, trademark, trade secret, privacy, or other proprietary or property right;
• Using the Services to conduct fraudulent or otherwise illegal transactions or activities;
• Copying any Content onto your own or any other website;
• Posting any material which promotes illegal activity, could constitute a criminal offense, gives rise to civil liability, or otherwise violates Applicable Laws and Regulations or any provision of this Agreement;
• Purchasing or selling any Digital Assets with knowledge of any material, non-public information relating to such Digital Assets;
• Using the Services to send spam, chain letters, junk mail, or any other type of unsolicited mass email;
• Using the Services to distribute viruses or other harmful, disruptive, or destructive files;
• Using the Services in violation of ALT 5’s or any third party’s intellectual property or other proprietary or legal rights;
• Using or attempting to use another person’s account;
• Disrupting or interfering with the security of, or otherwise abusing the Services, or any servers or networks connected to the Services;
• Attempting to obtain unauthorized access to the Services;
• Impersonating another person;
• Sharing with any minor any Content or materials inappropriate for children, or allowing any minor access to such materials;
• Systematically harvesting or extracting data from the Services or programmatically registering accounts on the Services, including through the use of any robot, spider, crawler, or any other automated means;
• Accessing the Services for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes;
• Modifying or making derivative works based upon the Services, or any portion thereof;
• “Framing” or “mirroring” any Content on any other server or wireless or Internet-based device;
• Reverse engineering or accessing the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions, or graphics from the Services, or (c) copy any ideas, features, functions, or graphics from the Services;

• Copying, decompiling, reverse engineering, disassembling, attempting to derive the source code of, modifying, or creating derivative works of Services or any part thereof (except as and only to the extent any foregoing restriction is prohibited by Applicable Laws and Regulations);
• Using the Services to take advantage of any technical glitch, malfunction, failure, delay, default, or security breach; or
• Violating the terms of this

16.  Client’s Acknowledgments

By using the Services, you agree and acknowledge that:

1. you understand the terms of this Agreement;
2. any violation of this Agreement may result in potential consequences, including the possible loss or forfeiture of purchased Digital Assets;
3. you are solely responsible for all the taxes, fees, and commissions resulting from the use of the Platform and associated Services and have obtained such legal and tax advice as you consider appropriate in connection with purchasing or selling Digital Assets via the Services;
4. we are not responsible for any consequences arising from false, incorrect, or incomplete information that you provide to us, including any incorrect digital asset wallet address;
5. you have an understanding of cryptocurrencies and other digital assets and blockchain technology and appreciate the risks and implications of trading the Digital Assets via the Services;
6. holding the Digital Assets carries various risks, including those relating to the issuer of and the technology underlying the Digital Assets, and the value of the Digital Assets may decrease to zero;
7. you are aware of and accept the risk of, and agree not to hold ALT 5 responsible for any loss resulting from any operational challenges to which the Services may be subject (such as malicious cyberattacks, exploitable security system flaws and other security breaches, interruptions to Services, delays, and the loss or theft of Digital Assets) or any transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated cyber-attacks;

8. we make no representation or warranty as to the ongoing availability of the Site or Services, nor do we guarantee the absence of interruptions; and although we strive to provide uninterrupted Services, outages and downtime may occur for a variety of reasons;
9. the Company or its affiliates may trade its own corporate assets on the Platform to provide liquidity to other Clients on the Platform and manage its own Digital Asset account;
10. the Company does not have any special priority and is subject to the same Platform trading protocols as all other Clients;
11. the Company only trades based on market data accessible to other Clients and does not have access to inside information and does not engage in any front-running;
12. any up-to-date market information, including quotes or charts, that we provide to you is provided ‘as is’ and ‘where is’ without representations or warranties of any kind, and may contain typographical errors, be incomplete, or inaccurate, and while we may correct any such errors, missing information, or inaccuracies, we are under no obligation to do so.

17.  Disclaimers

Except where prohibited by Applicable Laws and Regulations or any other term of this Agreement, you expressly acknowledge and agree that we will otherwise have no liability or responsibility whatsoever for any direct, indirect, special, punitive, or consequential damages or loss, however caused, arising out of your use of the Services, including, but not limited to: (a) losses resulting a failure to seek appropriate investment advice before using the Services; (b) losses resulting from fraudulent or unauthorized transactions; (c) losses related to the installation, use, or maintenance of a personal computer, equipment, or software, or caused by any worms, bugs, viruses, trojan horses, date bombs, defects, time bombs, or other items of a destructive nature which may be transmitted to or using the Site or Services; (d) any third-party claims or losses of any nature, including lost profits, punitive, or consequential damages; (e) losses related to any errors, mistakes, inaccuracies, or omissions in the Services; (f) losses relating in any way to taxes that you owe, including as a result of errors in the reporting thereof; (g) losses relating in any way to a variation in an Order caused or induced by the market price variation of any Digital Asset for any reason; or (h) losses resulting from scheduled or unscheduled outages or disruptions that delay or prevent Orders or the use of the Services or Site generally.

ALT 5 does not control the trading value of the Digital Assets, and by using the Services you agree that ALT 5 will not be liable for any losses or direct, indirect, special or consequential damages, however caused, resulting from market price variation of any Digital Asset for any reason.

THE SERVICES AND DIGITAL ASSETS PURCHASED VIA THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALT 5 AND THE REPRESENTATIVES CANNOT AND DO NOT GUARANTEE, AND DO NOT MAKE ANY, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, COVENANTS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING: (1) ANY WARRANTY OF MERCHANTABILITY; (2) FITNESS FOR A PARTICULAR PURPOSE; (3) NON- INFRINGEMENT; (4) THAT THE SERVICES OR ANY DIGITAL ASSETS PURCHASED VIA THE SERVICES, WILL MEET YOUR REQUIREMENTS; (5) THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; AND (6) THAT ANY DEFECTS WITH THE SERVICES, IF ANY, WILL BE CORRECTED. YOU UNDERSTAND THAT ANY USE OF, MODIFICATION TO, OR RELIANCE ON THE SERVICES, OR ANY DIGITAL ASSETS PURCHASED VIA THE SERVICES, IS AT YOUR OWN DISCRETION AND RISK.

You are solely liable and responsible for any and all claims and demands made by any other person arising out of, in connection with, or relating to your use of the Services, your breach of this Agreement, your violation or infringement of the rights of others, or your violation of any Applicable Laws or Regulations. ALT 5 and the Representatives disclaim any and all responsibility and liability regarding all such matters. You further agree that you are solely responsible for actions and communications undertaken or transmitted in the course of your usage of the Services, and that you will comply with all Applicable Laws and Regulations in respect of the same. We may investigate occurrences which may involve violations of such Applicable Laws and Regulations, and may involve, and co-operate with, law enforcement authorities in prosecuting clients who are involved in such violations. We reserve the right at all times to disclose any information (including your Personal Information) regarding your use of the Services in each case as may be permitted or required by Applicable Laws and Regulations, including as necessary to satisfy any request authorized by such Applicable Laws and Regulations. No data transmission over the Internet can be guaranteed to be 100% secure, and as a result, we cannot ensure or warrant the security of any information you transmit to us.

18.  Force Majeure

Without limiting the limitation of liability set out in Section 19, we are not responsible or liable for any delays, failure in performance, or interruption of service which results directly or indirectly from any cause or condition, whether or not foreseeable, beyond our, our Representatives’, or any service provider’s reasonable control, including, but not limited to, any act of God, nuclear or natural disaster, epidemic, pandemic, action or inaction of civil or military authorities, act of war, terrorism, sabotage, civil disturbance, strike or other labor dispute, accident, state of emergency or interruption, government restrictions, loss, or malfunction of equipment or utility, communications, computer (hardware or software), Internet, or network provider services, or for any loss of information caused by disruptions in or malfunctions of the Services.

19. Limitations of Liability

UNDER NO CIRCUMSTANCES SHALL ALT 5 OR THE REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES, RESULTING FROM: (1) THE USE OR THE INABILITY TO USE THE SERVICES; (2) THE USE OR THE INABILITY TO PURCHASE OR SELL ANY DIGITAL ASSET PURCHASED VIA THE SERVICES; (3) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (4) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (5) LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLES, EVEN IF THE REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAWS AND REGULATIONS.

YOU ACKNOWLEDGE THAT ALT 5 ACTS AS TRUSTEE FOR ALL OTHER REPRESENTATIVES WITH RESPECT TO ALL RIGHTS CONTEMPLATED HEREUNDER ARISING IN FAVOUR OF ANY REPRESENTATIVE. ALT 5 AGREES TO ACCEPT SUCH TRUST AND HOLD AND ENFORCE SUCH RIGHTS ON BEHALF OF EACH SUCH REPRESENTATIVE.

20. Indemnification

You agree to indemnify, defend, and hold harmless ALT 5 and the Representatives, from any and all losses, damages, claims, liabilities, and expenses, including legal fees, arising out of your use of the Account and the Services. Without limiting the foregoing, this shall include: (a) any violation of the terms of this Agreement; (b) any violation by you of a third-party right; (c) any breach of a representation or warranty made by you to us, either in the Agreement or otherwise; (d) any breach by you of Applicable Laws and Regulations; (e) any claim for damages brought against us by any party, related to your use of the Services or your non-compliance with the terms of the Agreement or any documents and/or additional terms it incorporates; or (f) any and all expenses incurred by us in connection with exercising any right pursuant to this Section 20.

We may, at our sole discretion, assume the exclusive defense and control of any matter subject to indemnification by you. The assumption of such defense or control by us, however, shall not excuse any of your indemnity obligations. If you fail to comply with any requirement contained in this Agreement, then, in addition to any other right or remedy to which ALT 5 is entitled, we may at any time, and from time to time, without notice or demand to you, apply some or all of your Digital Assets in your Account to eliminate or reduce the liability or settlement amount, as the case may be. You shall remain liable to ALT 5 for any deficiency remaining following the exercise by us of any or all of our rights and agree that the rights which we are entitled to exercise pursuant to this Section 20 are reasonable and necessary for ALT 5’s protection.

21.  Termination; Suspension of Account

We may at any time, without notice or liability, decide to alter, amend, restrict, modify, or terminate the Services or any functionality or portion of the Services, all in our sole discretion, and you understand that there is no guarantee that the Services or any portion or functionality thereof will continue to operate or be available for any particular period of time, including as a result of the removal, addition, modification, or change of or in the availability of the Services, or any restriction in access thereto, or any imposition of limits on any or all features of, or links to, the Services. We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Services at any time without notice, but confirm that we have no duty to do so.

If you breach any provision of this Agreement or Applicable Laws and Regulations, then you may no longer use the Services and your Account may be canceled. We, in our discretion, shall determine whether this Agreement has been violated. We may also cancel withdrawal rights for your Account where there is suspected unauthorized access or hacking.

We reserve the right to suspend or cancel your Account without notice to you at any time for any reason, including if you are in default of your obligations with respect to the Services. We may terminate this Agreement with you at any time.

22.  Contact ALT 5

If you have any feedback, questions, or complaints, you may contact our Help Centre through the Site or by emailing support@ALT5sigma.com with your account username and the transaction on which you have feedback or questions.

23.  Client Complaints

If you have a complaint that concerns alleged misconduct, you agree to use best efforts to send it to the Designated Complaints Officer (“DCO”) at compliance@ALT5sigma.com. In that case, the DCO shall respond within 5 business days, and conduct an investigation, which shall include contacting all relevant employees (i.e., those involved in the incident/matter that is the subject of your complaint) to ask for relevant information. The DCO shall share the outcome of the investigation with you no later than 90 days after receipt of your complaint.

24.  Limited License

Subject to the terms of this Agreement, you are granted a non-exclusive, non-transferable, non-sub- licensable, revocable, limited right and license to access and use the Services, including the Content therein and the services accessible through them, solely for purposes that are not in breach of this Agreement, Applicable Laws and Regulations, or any applicable policy or procedure of ALT 5, and solely for your own personal use and not on behalf of any third party. Any other use of the Services or Content therein is expressly prohibited and all other right, title, and interest in the Services and Content is exclusively the property of ALT 5 and/or its Representatives. Other than as set out in this paragraph, nothing in this Agreement gives you any license, right, title, or ownership of, in, or to the Site or the Services.

25.  Copyright and Intellectual Property

All Content, the selection, compilation, arrangement and presentation of all materials, and the overall design of the Services are copyrighted by us and/or our Representatives, and are protected by Canadian and international intellectual property laws. Use of Content without our express prior written permission is strictly prohibited.

“ALT 5”, “ALT 5sigma.com”, the ALT 5 logo, and any other trademarks used in connection with the Services are trademarks or registered trademarks of ALT 5 and/or its Representatives, in Canada and other countries. Our trademarks may not be used in connection with any product or service without our express written permission.

26.  Privacy

We respect your right to privacy. All information that we may collect via the Services is subject to our Privacy Statement. The Privacy Statement is incorporated by reference into this Agreement. By agreeing to this Agreement, you hereby agree and consent to our Privacy Statement.

27.  Personal Information and Marketing

In addition to the collection, use, and disclosure of your Personal Information set out in the Privacy Statement, we may, with your consent, use your Personal Information to market our products and services to you, including by the use of electronic communications, such as email, direct messaging, and text messaging, and through the use of telemarketing. You may withdraw your consent to such uses at any time.

28.  General

1. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein, without giving effect to their conflict of law You agree that you will bring any claim or cause of action arising out of this Agreement, your use of the Services, or any Order placed or executed via the Services in the courts located within Toronto, Ontario. Furthermore, you agree to submit to the personal, non-exclusive jurisdiction of any such court or arbitrator, as the case may be.
2. Severability: If any provision contained in this Agreement is determined unenforceable, then such provision will be severed and replaced with a new provision that most closely reflects the intent of the original provision, and the remaining provisions of this Agreement will remain in full force and effect.

3. Risk Statement: The ALT 5 Risk Statement is incorporated by reference into this The Risk Statement, as it may be amended and provided to you from time to time, provides disclosure to you regarding the risks involved in using the Services. You acknowledge that you have read and understand such disclosure.
4. Electronic Delivery of Information: You agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures (collectively, “Communications”) that we provide in connection with your Account and your use of the We will provide these Communications to you by posting them on the Site, emailing them to you at the primary email address listed for your Account, communicating them to you via instant chat, and/or through other electronic communication, such as text message or mobile push notification. It is your responsibility to visit the Site on a regular basis and inform us of any changes to your email address.
5. Assignment: This Agreement, or your rights and obligations hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and This Agreement shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.
6. No Endorsement: We may link to other websites operated by or with content provided by third parties, and such other websites may link to our website. You agree and understand that we have no control over any such other websites or their content and will have no liability arising out of or related to such websites or their content. The existence of any such links does not constitute an endorsement of such websites, their content, or their We are providing these links to you only as a convenience.
7. Survival: You agree and understand that all provisions of this Agreement, which by their nature extend beyond the termination or expiration of this Agreement, including, but not limited to, sections pertaining to suspension, investigations, remedies for breach, termination, debts owed, right to offset, unclaimed funds, general use of the Services, disputes with us, and general provisions, shall survive the termination or expiration of this Agreement.
8. Entire Agreement: This Agreement, any appendices or attachments to this Agreement, and all disclosures, notices or policies available on the Site that are specifically referenced in this Agreement, comprise the entire understanding and agreement between you and ALT 5 as to the Services, and this Agreement supersedes any and all prior discussions, agreements, and understandings of any kind and every nature (including, without limitation, any prior versions of this Agreement) between and among you and ALT 5. Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this
9. No Waiver: No waiver of any provision of this Agreement shall be effective except pursuant to a written instrument signed by us expressly waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof.

Schedule A – “Risk Statement”

This risk statement (the “Risk Statement”) is presented to you at the time of opening your Account with ALT5. You must acknowledge having received, read, and understood this Risk Statement in order to open and operate an Account and use the Services. Please read this Risk Statement in its entirety.

ALT5 believes that its clients should be aware of the risks involved in using the Services to purchase, hold, or sell Digital Assets. Digital Asset trading may not be appropriate for you, particularly if you use funds which you cannot afford to lose. The volatility and unpredictability of the price of Digital Assets relative to fiat currency may result in significant loss over a short period of time.

By opening an account with ALT5 to use the Services, you are acknowledging that you have received, read and understand the risks set out herein. This Risk Statement does not necessarily capture all of the risks associated with trading in Digital Assets. Please refer to the terms of the Client Account Agreement for a more detailed description of your relationship with ALT5 and the Platform. This Risk Statement provides a summary of certain risks you should take into account when deciding whether to trade Digital Assets.

No securities regulatory authority in the United States of America, Canada or any other jurisdiction has expressed an opinion about any of the Digital Assets that are available through the Platform,

While ALT5 has conducted due diligence, in accordance with its written policies, to evaluate each of the Digital Assets before making them available on the Platform and has concluded that none of the Digital Assets constitutes a security or derivative under the respective securities legislation of each of the jurisdictions of the United States of America, Canada and the securities and derivatives laws of the foreign jurisdiction with which each Digital Asset has the most significant connection, there is a risk that ALT5 has incorrectly determined that none of the Digital Assets is a security or derivative. There is also a risk that ALT5’s conclusion that any particular Digital Asset is not a security or derivative may change over time.

Risks in Trading on the Platform

The following is a non-exhaustive list of risks you should consider when using the Services to purchase, or sell Digital Assets.

1.  Platform Risk

Crypto-asset trading platforms, including ALT5, may cease operations or permanently shut down due to fraud, technical glitches, hackers, or malware, which could have an adverse impact on the value of Digital Assets. ALT5 reserves the right to not offer a quote should there be technical difficulties, extreme volatility, or counterparty problems. ALT5 will put a notice on its website in these extreme circumstances.

2.  Short History Risk

Digital Assets are just over a decade old, and as such, it is unclear whether the economic value, governance or functional elements of Digital Assets will persist over time. The Digital Asset community has successfully navigated a considerable number of challenges since the introduction of blockchain technology. That said, the continued engagement of the Digital Asset community is not guaranteed, and any future challenges that the community is not able to navigate could have an adverse impact on the price to purchase or proceeds received from the sale of a Digital Asset.

3.  Price Volatility

The price of Digital Assets on public trading platforms has a limited history. Digital Asset prices have historically been volatile and subject to influence by many factors including the levels of liquidity on trading platforms, public speculation on future appreciation in value, swings in investor confidence, and changes in regulatory characterization.

A Digital Asset may lose most or all of its value.

4.  Potential Decrease in Global Demand for Digital Assets

If speculators, investors, merchants, or consumers stop purchasing, using, holding, or dealing in Digital Assets, or the rate of adoption of Digital Assets slows, then the price of Digital Assets may be adversely impacted. There is no guarantee that Digital Assets will maintain their long-term value in terms of purchasing power in the future or that the acceptance of Digital Assets for payments by mainstream retail merchants and commercial businesses will continue to grow.

5.  Potential for Illiquid Markets

If there is a relatively small volume of buy and sell orders in the marketplace, it may become difficult to execute a trade of Digital Assets. Unexpected market illiquidity may cause major losses to the holders of Digital Assets.

6.  Transfers of Digital Assets are Irreversible

Transfers of Digital Assets are irreversible. An improper transfer (whereby a Digital Asset is accidentally sent to the wrong recipient), whether accidental or resulting from theft or unauthorized access, can only be undone by the receiver of the Digital Asset agreeing to send the Digital Asset back to the original sender in a separate subsequent transaction. To the extent your access credentials are taken over by another party (with or without your permission) and transfers are made, you may be unable to recover the Digital Assets. You are responsible for maintaining the security of your access credentials.

7.  Concentration Risks

With respect to certain Digital Assets, a significant percentage of their total outstanding units are held by a disproportionately small amount of Digital Asset wallet addresses. If one of these top holders were to exit their Digital Asset position, a block sale of a large amount of a Digital Asset could adversely affect the price of that Digital Asset.

8.  Uncertainty in Regulation

The regulation of Digital Assets continues to evolve in the United States of America, Canada and in foreign jurisdictions which may restrict the use of Digital Assets or otherwise impact the demand for Digital Assets.

9.  Financial Institutions May Refuse to Support Transactions Involving Digital Assets

Financial institutions provide bank accounts to facilitate transfers of fiat currency in connection with Digital Asset transactions. United States of America, and Canadian regulated banks and other financial institutions may refuse to process funds for Digital Asset transactions or to process wire transfers to or from Digital Asset trading platforms, Digital Asset-related companies, or service providers, or maintain accounts for persons or entities transacting in Digital Assets.

10.  A Digital Asset’s Blockchain May Temporarily or Permanently Fork and/or Split

Many Digital Asset blockchain networks are powered by open-source software. When a modification to that software is released by developers, and a substantial majority of miners consent to the modification, a change is implemented and the blockchain network continues uninterrupted. However, if a change were to be introduced with less than a substantial majority consenting to the proposed modification, and if the modification were not compatible with the software in operation prior to its modification, the consequence would be what is known as a “fork” (i.e., a split) of the blockchain. One blockchain would be maintained by the pre-modification software and the other by the post-modification software. The effect is that both blockchains would operate in parallel, but independently. There are precedents for this occurring, for example on both the Bitcoin and Ethereum blockchain networks. In the future, such a fork could occur again, and affect the viability or value of a Digital Asset. ALT5 may choose not to support any future fork of the underlying blockchain of the Digital Assets available on the Platform, in which case you might not have any rights to the new digital assets that may be created as a result of that fork. By using ALT5 you forfeit any profit, loss, or voting right claims to any Digital Assets forked on the Platform.

11.  Cyber-Security Risk

Digital Asset companies, such as ALT5, and their service providers may be subject to operational and information security risks resulting from cyber-attacks. These include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information, and various other forms of cyber-security breaches. This in turn could cause ALT5 to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures, and/or financial loss.

12.  Airdrops

Third parties may send Digital Assets into wallets operated by ALT5. Should ALT5 be issued any additional Digital Assets alongside the ones held by ALT5, we would not be responsible for any consequences arising from such an issuance, including any perceived or actual losses or missed gains. ALT5 will decide in its sole discretion whether or not to support the Digital Asset Airdrops or whether or not to distribute the Digital Asset Airdrops to our clients, with or without prior notification. By using the Services, you forfeit any profit, loss, or voting right claims to any Digital Asset Airdrops to ALT5.

13.  Issues with Cryptography Underlying Digital Asset Networks

Cryptographic and algorithmic protocols are used to protect the secrecy of codes regulating the blockchain system used to effect transfers of Digital Assets. In the past, flaws in the source code for Digital Assets have been exposed and exploited, including flaws that disabled some functionality for users, exposed users’ personal information, and/or resulted in the theft of users’ Digital Assets. The cryptography underlying the Digital Assets could prove to be flawed or ineffective, or developments in mathematics and/or technology, including advances in digital computing, algebraic geometry, and quantum computing, could result in such cryptography becoming ineffective. Any of these circumstances could result in the theft of users’ Digital Assets by malicious actors. Moreover, functionality of Digital Asset networks may be negatively affected such that they are no longer attractive to users, thereby dampening demand for Digital Assets.

14.  Internet Risk

ALT5 accesses Digital Assets’ blockchains via the internet, and its client’s access ALT5’s Platform via the internet. Thus, the entire system is dependent upon the continued functioning of the internet. ALT5 maintains an independent and secure ledger of all transactions to minimize loss and maintains contingency plans to minimize the possibility of system failure; however, ALT5 does not control signal power, reception, routing via the internet, configuration of your equipment, or the reliability of your connection to the internet.

15.  Risk if Entity Gains a 51% Share of a Digital Asset Network

If an entity gains control over 51% of the computational power (hash rate) of a Digital Asset network, the entity could use its majority share to interfere with the operation of that network in ways that could undermine trust in the network.

17.  Possible Increase in Transaction Fees

There are transaction fees applicable to certain Digital Asset transactions. These transaction fees have historically been relatively low, but there is no assurance that they will remain low. Higher transaction fees may result in a decrease in the value of the relevant Digital Asset(s).

18.  Possible Increase in Service Fees

Certain fees ALT5 charges you for the Services are based in part on the fees charged to ALT5 by its third- party service providers. Those third-party service provider fees are subject to change, which may result in ALT5 increasing its fees.

19.  No Voting Rights

ALT5 will not enable voting functionality for any Digital Assets that would confer a right to vote on topics that may directly and indirectly affect functionality and economics of the particular Digital Asset (e.g., changes to block reward amounts, inflation percentages, consensus modeling, or governance models). Therefore, if you have a Digital Asset in respect of any Digital Assets that confer these rights to vote, you will not be able to exercise any such voting rights, and you forfeit any such rights to ALT5.

20.  Threats to ALT5’s Physical Assets

ALT5’s physical assets, such as its personnel, hardware, buildings, or data processing infrastructure could experience a range of threats, such as fire, flood, natural disaster, theft, vandalism, or terrorism. As such, there exists a risk of partial or full loss of your Digital Assets due to the aforementioned events.

21.  Use of Leverage

ALT5 does not offer its clients margin or any other type of loan, but we cannot prevent clients from borrowing cash from other sources to purchase Digital Assets on the Platform. However, using borrowed money to finance the purchase of Digital Assets involves a potentially greater degree of risk than purchases made with cash. If you borrow money to purchase Digital Assets, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the Digital Assets purchased declines.

22.  Halting, Suspending, and Discontinuing Digital Assets

ALT5 maintains written policies that govern the halting, suspending, and discontinuing of Digital Assets from trading on the Platform. In accordance with those policies, ALT5 may decide to halt, suspend, or discontinue certain Digital Assets from its Platform, for any reason whatsoever, including but not limited to, business decisions made in ALT5’s sole discretion, changes in market trends, changes in the demand for the Digital Asset, changes in legal or regulatory risk associated with the Digital Asset, changes in relevant blockchain support for the Digital Asset, or changes in third-party custodian availability of the Digital Asset. In such circumstances, ALT5 will seek to give clients as much time as possible, on a best- efforts basis, in accordance with ALT5’s written policies on this, to sell or withdraw Digital Assets through the Platform.

Schedule B – “Prohibited Businesses”

1. Illegal drugs, substances designed to mimic illegal drugs, and equipment designed for making or using drugs
2. Fake references or ID-providing services
3. Telecommunications manipulation equipment including jamming devices
4. Any business or organization that a. engages in, encourages, promotes or celebrates unlawful violence or physical harm to persons or property, or b. engages in, encourages, promotes or celebrates unlawful violence toward any group based on race, religion, disability, gender, sexual orientation, national origin, or any other immutable characteristic
5. Any other products or services that are in violation of law in the jurisdictions where your business is located or targeted to
6. Products and services that infringe intellectual property rights
7. Sales or distribution of music, movies, software, or any other licensed materials without appropriate authorization
8. Counterfeit goods; illegally imported or exported products
9. Unauthorized sale of brand name or designer products or services
10. Any other products or services that directly infringe or facilitate infringement upon the trademark, patent, copyright, trade secrets, proprietary or privacy rights of any third party
11. Products and services that are unfair, predatory, or deceptive
12. Pyramid schemes
13. Get rich quick’ schemes including: investment opportunities or other services that promise high rewards to mislead consumers; schemes that claim to offer high rewards for very little effort or up front work; sites that promise fast and easy money; businesses that make outrageous claims, use deceptive testimonials, use high-pressure upselling, and/or use fake testimonials; (with or without a written contract) offering unrealistic incentives/rewards as an inducement to purchase products or services but do not respond to any queries after the purchase
14. No value-added services including sale or resale of a service without added benefit to the buyer and resale of government offerings without authorization or added value
15. Sales of online traffic or engagement
16. Negative response marketing and telemarketing
17. Predatory mortgage consulting, lending, credit repair and counseling services
18. Predatory investment opportunities with no or low money down
19. Remote technical support; mugshot publication or pay-to-remove sites; essay mills; chain letters; door-to-door sales
20. Any other businesses that we consider unfair, deceptive, or predatory towards consumers
21. Adult services including prostitution, escorts, pay-per view, sexual massages, and adult live chat features
22. Bail bonds
23. Firearms, explosives and dangerous materials
24. Guns, gunpowder’s, ammunitions, weapons, fireworks and other explosives
25. Peptides, research chemicals, and other toxic, flammable and radioactive materials

Schedule C – “List of Countries, Jurisdiction Restrictions”

 
 
*United States (Restricted States):
*States not listed must be checked for State level changes prior to onboarding each client and are subject to change without notice.
Schedule D – “Privacy Policy”

At ALT 5 we take privacy seriously. This Privacy Statement is intended to help you understand how we, being ALT 5 Sigma Canada Inc. and its affiliates (“ALT 5 ”, “we”, “us” or “our”), collect, use, and disclose your personal information (as defined below) when you access https://alt5sigma.com/ or any of our associated websites and mobile applications (collectively, the “Site”), and use the services that we provide via the Site (the “Services”). Our Privacy Statement is our commitment to you that we will handle your personal information with care and in accordance with applicable privacy legislation.

We will treat personal information in a manner consistent with the Privacy Statement under which it was collected and our privacy practices, unless we have your consent to treat it differently. This Privacy Statement applies to any information we collect or receive about you, from any source.

This Privacy Statement is a legally binding agreement between you (“user”, “you” or “your”) and ALT 5. If you are entering into this Privacy Statement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this Privacy Statement, in which case the terms “user”, “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this Privacy Statement, you must not accept this Privacy Statement and may not access and use the Site and Services. By accessing and using the Site and Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Privacy Statement. If you do not agree to abide by the terms of this Privacy Statement, you are not authorized to access or use the Site and Services. This Privacy Statement does not apply to the practices of companies that we do not own or control, or to individuals that we do not employ or manage.

The types of personal information we collect:

The term “personal information” means any information that is identifiable with you, as an individual. We limit the collection of personal information to that which is necessary for the purposes identified by ALT 5 in this Privacy Statement (see “How we use your personal information”). We collect the following types of personal information:

• Identity & contact information: Name, date of birth, address, phone number, email
• Financial & transaction information: Employment information, payment information, online payments and money transfers, payment methods, dollar value of transactions, quantity of crypto assets or fiat per order, time stamps associated with orders and payments, payment authorization information, and order activity history, and where required, bank account information. For institutions, we also collect tax ID, proof of legal formation, corporate address, personal identification information and address for all material beneficial owners and authorized users
• Account information: Account agreements entered into, your government-issued photo identification or other identity document, data about your assets, the origin of assets, generic job title, whether you are a politically exposed person or the family member or close associate of a politically exposed persons, whether you can materially influence the price or supply of any crypto asset that is available through ALT 5 ’s platform, date on which the account is opened, date on which the account moves through various states (KYC submissions, KYC approval, 2FA enabled, password reset etc.)
• Communication information: Communications with you regarding the Services, including by phone, chat, email, and other means of communication
• Usage information: Data about the way you use the Services, including the date and time, data about your device, operating system and hardware settings, browser type and characteristics, length of visits, pages viewed, geographic location, language preferences, referring URLs, time spent on pages, scrolling, mouse movements, and links clicked, and information derived from SIM card, network operator, IP address, GPS geolocation data
• Legal compliance information: Data obtained in order for us to comply with legal requirements, including data requested by government and tax authorities.

How we collect your personal information

Except where otherwise permitted or required by law, we will obtain your informed consent prior to collecting, and in any case, prior to using or disclosing your personal information for any purpose. The form of consent that we seek, including whether it is expressed or implied, will largely depend on the sensitivity of the personal information, the reasonable expectations you might have in the circumstances, and the purposes for which we are collecting the personal information. Express consent may be obtained verbally, electronically or in writing. Implied consent may be obtained through your use of the Services, or when you approach us to obtain information, inquire about or apply to use our Services.

Most of the personal information we collect from you is provided by you (for example, when you register with us, fill out a form, change settings, enter an order or request a transfer). We may also collect personal information about you from public or third-party sources, such as public databases, ID verification partners, payment providers, companies providing services for money laundering and terrorist financing checks, credit risk reduction and other fraud and crime prevention purposes and companies providing similar services.

How we use your personal information

Our primary purpose in collecting personal information is to provide you with a secure, efficient, and customized experience. We generally use your personal information for the following purposes, and we only use the personal information necessary to achieve these purposes:

• to properly identify you and fulfill our anti-money laundering obligations with FINTRAC and or FinCEN;
• to open, manage, and administer your account with ALT 5;
• to determine your eligibility for our Services and the products and services of companies with which we are affiliated, and determine their price;
• to enforce the terms of our Terms & Conditions and other agreements;
• to process your activity using the Services, including payment transfers, orders, and withdrawals;
• to respond to questions, comments or concerns regarding ALT 5;
• to allow for more meaningful and useful marketing initiatives (although you can withdraw consent at any time by using the unsubscribe mechanism set out in our messages or by contacting our Chief Privacy Officer at privacy@alt5sigma.com;
• to collect your personal information in aggregate form to develop consumer profiles, perform sales analysis and identify marketing opportunities and strategies;
• to enhance your experience;
• to collect opinions and comments in regard to ALT 5 ’s operations;
• to recruit for positions at ALT 5;
• to maintain legal and regulatory compliance;
• to understand, maintain, develop and improve the Services, we use analytics to understand our Site activity and customer needs and to improve our Services. We may also generate aggregated information to monitor performance and use to improve our Services;
• to investigate legal claims and regulatory inquiries;
• to protect against fraud and/or funds or asset loss;
• to administer our Site and Services;
• to ensure network and information security;
• such purposes for which ALT 5 may obtain consent for other uses from time to time; and
• such other uses as may be permitted or required by applicable

How we store your personal information

We have personal information retention processes designed to retain personal information for no longer than necessary for the purposes stated above or to otherwise meet legal requirements. We may retain personal information, including financial information relating to transactions, for accounting and auditing purposes and otherwise in accordance with our obligations under applicable law.

How we safeguard your personal information

We have implemented reasonable administrative, technical and physical measures in an effort to safeguard your personal information against theft, loss and unauthorized access, use, modification and disclosure. We restrict access to your personal information on a need-to-know basis to employees and authorized service providers who require access to fulfill their job requirements.

While we strive to protect your personal information, you acknowledge that (i) there are security and privacy limitations of the Internet which are beyond our control; (ii) the security, integrity, and privacy of any and all information and data exchanged between you and the Site and Services cannot be guaranteed; and (iii) any such information and data may be viewed or tampered with in transit by a third party, despite best efforts.

How we disclose your personal information to third parties

Except as set forth in this Privacy Statement or as required or permitted by law, we do not sell or share your personal information with third parties. Even when we do disclose your personal information, we will not disclose more personal information than necessary for the purpose of disclosure and in compliance with data protection legislation. Here are the circumstances where we disclose your personal information:

• Service Providers: We may transfer or otherwise make your personal information available to third-party service providers who provide services to us in accordance with our instructions and on our Our service providers are only given the personal information they need to perform their agreed-upon services, and are not authorized to use or disclose personal information for their own marketing or other purposes. Our service providers include: ID verification partners; website hosting providers and other parties who assist us in operating the Site; payment services providers; companies providing services for money laundering and terrorist financing checks, credit risk reduction and other fraud and crime prevention purposes, including financial institutions and credit reference agencies; partners who provide us with accounting services in order to prepare invoices; our financial and legal consultants and auditors; and debt collectors in order to collect a debt. In the event that personal information is transferred to a service provider based in the US or other foreign jurisdiction, it will be subject to the laws of that jurisdiction and may be disclosed to or accessed by the courts, law enforcement and governmental authorities in accordance with those laws.
• Affiliates: We share personal information with affiliated entities of ALT 5 who provide support and ancillary services, including our parent company ALT 5. (with consent where required by applicable law). Our affiliates are not permitted to use your information for any unauthorized purpose.
• Legal & Compliance: We may also provide your personal information in response to a search warrant, production order or other legally valid inquiry or order, including to public authorities and state institutions such as law enforcement agencies, bailiffs, notaries, tax authorities, supervisory authorities, regulatory authorities, financial intelligence agencies such as the Financial Crimes Enforcement Network and Financial Transactions and Reports Analysis Centre of Canada (FINTRAC), or as otherwise required or permitted by Canadian, US, European, or other law or legal process. Your personal information may also be disclosed where necessary for the establishment, exercise, or defense of legal claims, or when we believe disclosure is appropriate to comply with the law or protect ours or others’ rights, property, or safety, including to investigate or prevent actual or suspected loss or harm to persons or property.
• Business Sale: Your data may be provided to third parties in connection with a merger or sale (including transfers made as part of insolvency or bankruptcy proceedings) involving all or part of ALT 5, or as part of a corporate reorganization or stock sale or other change in corporate control, including for the purpose of determining whether to proceed or continue with such transaction or business relationship.

Contacting us about your personal information or this Privacy Statement

All comments, questions, concerns or complaints regarding your personal information or our privacy practices should be forwarded to our Chief Privacy Officer as follows:

In writing:

ALT 5 SIGMA CANADA INC

Attn: Chief Privacy Officer 17075 Leslie Street

Suite 700

Newmarket, Ontario, Canada, L3Y 8E1

By email: privacy@alt5sigma.com

If your concern remains unresolved by us, you may contact the Privacy Commissioner of Canada at:

Office of the Privacy Commissioner of Canada 30 Victoria Street

Gatineau, Quebec K1A 1H3 Toll-free: 1-800-282-1376

Phone: (819) 994-5444

Fax: (819) 994-5424

Website: www.priv.gc.ca

Accessing your personal information

If you make a written request to our Chief Privacy Officer to review any personal information about you that we have collected, utilized or disclosed, we will provide you with any such personal information to the extent required by law. We will make such personal information available to you in a form that is generally understandable, and will explain any abbreviations or codes.

In addition, you can review and edit information saved in your account settings and verification profile at any time by logging in to your account. We will ensure that your personal information is kept as accurate, complete and up to date as possible. We will not routinely update your personal information, unless such a process is necessary. We expect you, from time to time, to supply us with written updates to your personal information, when required.

At any time, you can challenge the accuracy or completeness of your personal information in our records. If you successfully demonstrate that your personal information in our records is inaccurate or incomplete, we will amend the personal information as required. Where appropriate, we will transmit the amended information to third parties having access to your personal information. We will attempt to respond to each of your written requests not later than thirty (30) days after receipt of such requests. We will advise you in writing if we cannot meet your requests within this time limit.

We will not charge any costs for you to access your personal information in our records or to access our privacy practices without first providing you with an estimate of the approximate costs, if any. We may request that you provide sufficient identification to permit access to the existence, use or disclosure of your personal information. Any such identifying information shall be used only for this purpose.

How we use cookies

Our Site may pass a “cookie” (a string of information that is sent by a website to be resident on your system’s hard drive, and/or temporarily in your computer’s memory blocks). You may set your browser to decline cookies. If you do so, however, you may not be able to fully experience some features of our Site.

We may provide links to third party websites

Our Site may contain links to other websites that we do not own or operate. Also, links to our Site may be featured on third party websites on which we advertise. Except as provided herein, we will not provide any of your personal information to these third parties without your consent. We provide links to third party websites as a convenience to you. These links are not intended as an endorsement of or referral to the linked websites. The linked websites have separate and independent privacy policies, notices and terms of use, which we encourage you to read carefully. We do not have any control over such websites, and therefore we have no responsibility, accountability or liability for the manner in which the organizations that operate such linked websites may collect, use or disclose, secure and otherwise treat your personal information.

Changes to this Privacy Statement

The Privacy Statement is current as of the “Last Updated” date which appears at the top of this page. From time to time, we may update this Privacy Statement to reflect changes to our privacy practices. We encourage you to periodically review this page for the latest information on our privacy practices. If we materially change our Privacy Statement, we will take steps to notify you in advance of the change.

An updated version of this Privacy Statement will be effective immediately upon the posting of the revised Privacy Statement unless otherwise specified. Your continued use of the Site and Services after the effective date of the revised Privacy Statement will constitute your consent to those changes.

Age Of Consent

By using the Site, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

We do not knowingly collect any personal information from children under the age of 18. If you are under the age of 18, please do not submit any personal information through the Site and Services. If you have reason to believe that a child under the age of 18 has provided personal information to us through the Site and Services, please contact us to request that we delete that child’s personal information from our Services.

Schedule E – “Canadian Permitted User”

IMPORTANT: NOT AVAILABLE IN THE PROVINCE OF QUEBEC

Defined in section 1.1 of National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) as:

• A Canadian financial institution, or a bank listed on Schedule III to the Bank
• The Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act.
• A subsidiary of any person referred to in the above bullets, if the person owns all of the voting
• A person registered under the securities legislation of a jurisdiction of Canada as an adviser, investment dealer, mutual fund dealer or exempt market dealer.
• An entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in the above bullets.
• The Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada.
• A municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec.
• An investment fund if one or both of the following apply:
  • the fund is managed by a person or company registered as an investment fund manager under the securities legislation of a jurisdiction of Canada;
  • the fund is advised by a person or company authorized to act as an adviser under the securities legislation of a jurisdiction of Canada.
• In respect of a dealer, a registered charity under the Income Tax Act, that obtains advice on the securities to be traded from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity.
• In respect of an adviser, a registered charity under the Income Tax Act that is advised by an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity.
• An individual who beneficially owns financial assets (as defined in section 1 of National Instrument 45-106) of at least $5,000,000.
• A person or company that is entirely owned by an individual or individuals referred to in the preceding bullet, who holds the beneficial ownership interest in the person or company directly or through a trust, the trustee of which is a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act, or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction.
• A person or company, other than an individual or an investment fund, that has net assets of at least $25 million as shown on its most recently prepared financial statements.
• A person or company that distributes securities of its own issue in Canada only to persons or companies referred to in the preceding bullets.