1PERMISSION TO USE THE SITE

You may:

• view pages from the Site in a web browser;
• download pages from the Site for caching in a web browser;
• stream audio and video files from the Site using the media player on the Site, if applicable; and
• use the Site by means of a web browser,

subject to the other provisions of these Terms of Use.

2TOKENWELL SERVICES

Jurisdiction. Users of this Site are responsible for observing all applicable laws and regulations in their relevant jurisdictions before proceeding to access the information contained herein or to use a Tokenwell Account.

• The information or Tokenwell Accounts provided in or accessible through the Site are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Tokenwell to any registration or other requirement within such jurisdiction or country which Tokenwell does not currently have.
• Tokenwell reserves the right to limit access to the Site to any person, geographic region, or jurisdiction.
• By proceeding to access the information, you are deemed to have represented and warranted that the applicable laws and regulations of your relevant jurisdiction allow you to do so.

No Advice or Liability. By using the Site or a Tokenwell Account, you agree and acknowledge that:

• Tokenwell does not provide any authoritative or qualified advice on the legality of any crypto asset transaction.
• We provide no guarantees or warranties of accuracy or correctness of any information with respect to such legality.
• We disclaim all liability associated with your consumption and use of any such information, and that it is your sole responsibility to understand the laws applicable to you in your jurisdiction and to comply with the same.

3INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

You understand and agree that the Site and its entire contents, features, and functionality, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by the Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

The Company name, the Company logo, and all related names, logos, product and service names, designs, images, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on this Site, are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

4CREATING AN ACCOUNT

Registration. In order to use a Tokenwell Account, you must first register through the Site and provide certain identification and other information relating to KYC and AML requirements. Tokenwell may, in its absolute and sole discretion, refuse to allow you to establish an account.

Privacy Policy. We strive to take all reasonable steps to protect your personal information, however, we cannot and do not guarantee the security of any information or data you disclose to us. Tokenwell is based in Ontario, Canada and the information we collect is governed by the provincial laws of Ontario, the federal laws of Canada, and the laws of other jurisdictions by which our activities may be affected. By accessing or using a Tokenwell Account or otherwise providing information to us, you consent to the processing and transfer of information in and to Canada. Please see our Privacy Policy for more information.

5FORWARD-LOOKING STATEMENTS AND CRYPTO ASSET-RELATED INFORMATION

• Tokenwell makes no guarantees or recommendations of any kind, nor does it purport to offer any investment advice of any kind.
• Nothing in the Site is, or should be relied on as, a promise or representation as to the future.
• The Site may contain views, estimates, opinions, predictions or other forward-looking statements, which may reflect the views of Tokenwell or any of its affiliates with respect to, among other things, Tokenwell's operation, the performance of a crypto asset, or the crypto asset market.
• THERE ARE OR WILL BE IMPORTANT FACTORS THAT COULD CAUSE ACTUAL OUTCOMES OR RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED IN THESE FORWARD-LOOKING STATEMENTS.

6SUSPENSION, RESTRICTION, AND CANCELLATION OF YOUR TOKENWELL ACCOUNT

Tokenwell may restrict, suspend or terminate your access to the Site and a Tokenwell Account in our absolute and sole discretion, immediately and without prior notice, and delete or deactivate related information and files without cost to you, including, for example, in the event that you breach any terms of these Terms of Use or you take any action that Tokenwell deems abusive or as circumventing Tokenwell controls.

7YOUR USE OF THE SITE AND ACCOUNT SET-UP AND SECURITY

• The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure, consistent with our Privacy Policy.
• The safety and security of your information also depends on you. Users are responsible for obtaining their own access to the Site. Users are required to ensure that all persons who access the Site through a user's internet connection are aware of these Terms of Use and comply with it.
• Unfortunately, the transmission of information via the internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Site. Any transmission of personal information is at your own risk.

8CONDITIONS OF USE

As a condition of your access and use, you agree that you may use the Site only for lawful purposes and in accordance with these Terms of Use.

Without limiting the foregoing, you warrant and agree that your use of the Site shall not in any manner violate any applicable federal, state, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.

9SITE MONITORING AND ENFORCEMENT, SUSPENSION, AND TERMINATION

Company has the right, without providing notice to you, to:

• Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Site.
• Terminate or suspend your access to all or part of the Site for any or no reason, including, without limitation, any violation of these Terms of Use.

10PRIVACY

By submitting your personal information and using our Site, you consent to the collection, use, reproduction, hosting, transmission, and disclosure of any such user content submissions in compliance with our Privacy Policy, as we deem necessary for use of the Site and provision of Tokenwell Accounts.

11SECURITIES DISCLAIMERS AND NOTICES

• NO OFFER, RECOMMENDATION OR SOLICITATION: THE SITE IS ONLY INTENDED TO PROVIDE GENERAL INFORMATION AND SHOULD NOT BE RELIED UPON FOR INVESTMENT PURPOSES. NONE OF THE INFORMATION CONTAINED ON THIS SITE CONSTITUTES A RECOMMENDATION, SOLICITATION OR OFFER BY TOKENWELL OR ITS AFFILIATES TO BUY OR SELL ANY CRYPTO ASSETS, CURRENCIES, CURRENCY PAIRS, OR OTHER PROPERTY, SECURITIES, FUTURES, OPTIONS OR OTHER FINANCIAL INSTRUMENTS OR PROVIDE ANY INVESTMENT, TAX, OR LEGAL ADVICE OR SERVICE.
• NEITHER TOKENWELL NOR ANY OF ITS AFFILIATES ARE REGISTERED AS AN INVESTMENT COMPANY UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"), AND INVESTORS WILL NOT BE ENTITLED TO THE BENEFITS OF THE INVESTMENT COMPANY ACT.
• THE RISK OF COMPLETE LOSS IN TRADING OR HOLDING ANY TYPE OF CRYPTO ASSETS CAN BE SUBSTANTIAL. AS WITH ANY ASSET, THE VALUE OF CRYPTO ASSETS CAN GO UP OR DOWN AND THERE CAN BE A SUBSTANTIAL RISK THAT YOU LOSE MONEY BUYING, SELLING, HOLDING, OR INVESTING IN CRYPTO ASSETS.

12DISCLAIMER OF WARRANTIES

13LIMITATION ON LIABILITY

14INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless Tokenwell, its affiliates and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, from any loss, damage, cost, action, claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of these Terms of Use; your use of, or conduct in connection with the Site or a Tokenwell Account; or your violation of any law, rule or regulation, or the rights of any third party.

15GENERAL PROVISIONS