Section 1.

General Acceptance of User Agreement:

Hello! Coin Lion, LLC (CoinLion) is a cryptocurrency trading platform that offers advanced
trading tools, portfolio management, and a community driven research portal. Thank you for
choosing CoinLion. By establishing a CoinLion User account you attest that you are at least
eighteen (18) years of age and that you understand and agree to be contractually bound by this
user agreement, including any subsequent changes to this User Agreement. If this, any term, or
condition of this contract is unacceptable please do not use or access CoinLion; use of the
CoinLion platform or CoinLion tools is considered acceptance of the User agreement.

Use of words “CoinLion,” “we,” “us,” or “our” in this User Agreement refers to Coin Lion, LLC;
use of words “user,” “users,” “you,” “your,” “consumer,”and “consumers” in this User
Agreement refers to the individual (person) or entity establishing a CoinLion User Account who
must agree to this User Agreement. “Guest” refers to individuals or entities that do not wish
to establish a CoinLion User Account and thereby do not wish to utilize the CoinLion trading
platform, the CoinLion research portal, but wish to only view and navigate the CoinLion
Platform on a limited basis.

CoinLion is a reserve exchange. As a User, you must first place funds into your USD fiat wallet
or your cryptocurrency wallet before you are capable of trading on our platform. A user may
not have trade orders, singular or in aggregate, that exceed the balance of funds in the user’s
wallets. When an order is placed on the CoinLion platform the CoinLion matching engine will
search for a fulfilling order. If such an order is located the CoinLion matching engine will pair
the two orders to complete a trade. If a fulfilling order cannot be located the initial order will
be placed on the order book where it will sit until the matching engine can locate and pair a
satisfying order.

User’s affirmative acceptance (checking the “I Agree and Accept” box of this user agreement)
acknowledges and waives any requirement for similar affirmative acceptance of future User
Agreement revisions or updates. User understands, agrees, and attests that any time after the
acceptance of this User Agreement, each log in or each use of User’s account on CoinLion
platform constitutes / is deemed a renewal or acceptance of the current CoinLion user
agreement.

To help the government fight the funding of terrorism and money laundering activities,
International Law and State’s law(s), including, but not limited to U.S. federal law requires,
CoinLion to obtain, verify, and record information that identifies each person who opens an
account. What this means for you: When you open an account, we will ask for identifying
information, including, but not limited to, your name, address, date of birth and other
information that will allow us to identify you. We may also ask to see your driver’s license or
other identifying documents.
Users agree that in addition to accepting the User Agreement, users must meet eligibility
requirements and use the CoinLion platform acceptably. Please see Eligibility Section and
Acceptable Use Section.

1.1- Trade Risks

As a User, you understand that CoinLion provides you the tools to trade and manage crypto
currency, you agree that education and research are paramount to efficiently trade and
manage crypto currency, and you agree that you, as the user, are completely responsible for
not only your own education and research, but also for each and every deposit, withdraw, and
cryptocurrency trade that you make.

Section 2. Definitions

Accompanying Documents- other CoinLion documents detailing CoinLion policy, direction, or

liability, including, but not limited to Whitepaper, Privacy Policy, and Disclaimers. In the case of
a discrepancy between Accompanying Documents and the User Agreement, the latter shall
apply.

Account- a User’s account on https://www.coinlion.com/, which is created and used to operate

inside the CoinLion Platform. A user gains access to an account after CoinLion verification of
the user’s identity. Only authorized users have a right to operate inside the CoinLion platform.
Individuals or entities can establish an account.

Affiliates- any person or entities that have a business relationship to CoinLion, including, but
not limited to partners, employees, agents, and contractors of CoinLion. Users are not
affiliates.

Agreement- this User agreement and any other rules, policies, or procedures that may be
issued by CoinLion; may be issued from time to time on the CoinLion website (includes all
accompanying documents).

Business Account- is an account with the same access and abilities as an individual’s account,
but it is established and maintained by and on behalf of an entity and not a person. Business
accounts will require additional verification steps and requirements.

CoinLion Platform- a social, internet based, cryptocurrency trading website, designated for the
global trade of crypto currency, creation and exposure of cryptocurrency portfolios, and the
sharing of cryptocurrency research and ideas among users.

Cryptocurrency- digital or virtual currency, e.g. Bitcoin (BTC) or Ethereum (ETH).

ER20- is a technical standard used for smart contracts on the Ethereum blockchain for
implementing tokens.

Jurisdiction- a geographical determination of what legal and judicial practices apply.

LION Token (LION)- cryptographic token native to the CoinLion Platform. It was minted by
CoinLion and is a key tool to properly utilize the CoinLion Platform. LION is a utility token, that
should be accumulated and deployed as such. LION is not a security and shall not be
considered as such. Users shall not accumulate and use LION for any purpose beyond the utility
they provide on the CoinLion Platform.

Politically Exposed Person (PEP)- An individual who is or has been entrusted with a prominent
public function; this term also includes that person’s family members and close associates.

Research Portal- a community driven research forum that is unique to and located within the
CoinLion Platform. It provides users the opportunity to interact and share research and news
with each other. It is a tool to help provide users continued cryptocurrency education and
news. The research portal is lightly curated by CoinLion. Content is not screened beyond a very
basic review ensuring legibility and that overtly inappropriate content is not posted or is
removed as soon as detected.

Maker- Is the user who places / request of a trade order.

Matching Engine- The primary purpose of the CoinLion Platform is its matching engine. It
matches traders of crypto currency by a maker and taker model. The CoinLion Platform does
not trade currencies with its users; rather, CoinLion pairs its users together to facilitate desired
trades.

Trade Order- is a trade placed / requested by a maker. It can be either a buy or a sell order.
Thus, a maker can be either a buyer or seller.

Taker- is the user who fills / satisfies a (maker’s) trade order.

Section 3. Acceptable Use

To use CoinLion services and tools you must create a CoinLion User Account. Account creation
requires users to provide CoinLion with verifiable, identity information. You agree to (a)
provide accurate information, (b) maintain and update the identity information provided to
CoinLion upon a change in circumstance, (c) create a strong password that is unique for user’s
use of CoinLion, (d) secureyour password integrity to protect your CoinLion account, (e) notify
CoinLion promptly if you discover or suspect any breach to your CoinLion account, and (f) you
accept all risk and take responsibility for all activity on your CoinLion Account to the extent
permitted by laws.
Section 4. Eligibility

4.1- Users must be eligible to use CoinLion services. By agreeing to this agreement, you attest
that you are eligible to use CoinLion services. You further acknowledge, attest, and agree that if
you are not eligible or subsequently determine you are not eligible it is your responsibility to
cease CoinLion services and to close your CoinLion account.

4.2- CoinLion services may not provide services in or to all jurisdictions and all markets.
Additionally, CoinLion may restrict, prohibit, or terminate services from certain U.S. states or
foreign jurisdictions.

4.3- To be eligible CoinLion you attest you are (a) 18 years of age, (b) of legal age and
competency to enter into a legal contract within your jurisdiction, (c) not domiciled in, located
in, under the control of, or a national / resident / citizen of (i) any restricted jurisdiction or (ii)
any country which the United States has trade and services sanctions, (d) not an individual or a
member of an entity sanctioned by the U.S. government, (e) not a considered “Specially
Designated Nationals” or “Blocked Person” by the U.S. Department of the Treasury, (g) are not
on the U.S. Commerce Department’s Denied Persons List, and (h) have / do / will not use
CoinLion services if any applicable laws in your local / state / territory / national jurisdiction
prohibit you from doing so in accordance with these Terms.

4.4- If you are an individual registering on the behalf of an eligible entity, you acknowledge,
attest, and agree that you are duly authorized by the legal entity to act on its behalf and that
you personally are or would be eligible to use CoinLion services.

4.4.1- As a user of a Business Account you acknowledge, attest, agree, and represent that you
are validly and duly organized under the applicable laws of the jurisdiction of your organization,
that the jurisdiction of your organization do not preclude you from the use of CoinLion services,
and that all individuals within your organization meet the eligibility requirements to use
CoinLion services.

Section 5. Prohibit Use

5.1- Users shall not use CoinLion accounts or services for any of prohibited use, including, but
not limited to, unlawful activity, abusive activity, dissemination of misstatements, market
manipulation, violation or avoidance of export controls, investment or credit services, the sale
of contraband, multi-level marketing, gambling, fraud, acts detrimental to CoinLion, wash-
trades, pre-arranged trades, simultaneous buy sell orders, front-running, order spoofing, or
trade coordination. If you are uncertain if a specific action would be deemed a violation of this
contract provision please seek legal advice or contact us at Coin Lion, LLC Support. By opening
an account you attest that you will not use CoinLion services in any any against the interest of
Coin Lion, LLC or in any manner listed above or below.
5.1.1- Unlawful Activity - any activity that violates, would violate, or assists in the violation of
any law, statute, ordinance, regulation, or sanction administered by jurisdictions where
CoinLion directs its operations.

5.1.2- Abusive Activity - any activity that attempts to gain unauthorized access to CoinLion sites,
services, products, users, employees, or information and includes activities that interfere with
another individual’s or entity’s access or use of CoinLion services. Unauthorized access abuse
includes, but is not limited to, attempts to overload, interfere with, intercept, or expropriates
any CoinLion system, data, or information. Abusive activity that interferes with another
individual’s or entity’s access or use includes, but is no limited to, realized or attempts to
defame, extort, harass, stalk, threaten, violate, or infringe their legal rights.

5.1.3- Dissemination of Misinformation - any misstatement of a material fact to CoinLion, its

employee, officer manager, director, or owner.

5.1.4- Market Manipulation - disruptive trading that is an artificial inflation or deflation of the
price of cryptocurrency or otherwise influence the behavior of the market for personal gain. It
is a violation of the CoinLion User Agreement to mislead or manipulate the CoinLion market.

5.1.5- Investment or Credit Services- Users are not authorized to use CoinLion services for
purposes including, but not limited to, mortgage consulting and / or reduction services, credit
counseling or repair, reals estate opportunities, securities brokers and investment schemes.
CoinLion does not offer or authorize any trades or sales of securities. Acceptance the user
agreement is an attestation by User that they acknowledge that CoinLion does not offer
securities.

5.1.6- Sale of Contraband – Users acknowledge, attest, and agree that they will not use funds
traded to purchase, facilitate the use, or support any item or services that is deemed illegal
contraband within your jurisdiction.

5.1.7- Multi-Level Marketing – users are prohibited for using CoinLion services or funds derived
therefrom for any network marketing, referral marketing programs, and / or any pyramid
scheme.

5.1.8- Gambling – users are prohibited from using CoinLion services or funds derived therefrom
to use for, finance, or support of gambling.

5.1.9- Fraud – users are prohibited from fraudulent activity including, but is not limited to, any
realized or attempt to any fraudulent act or carry out a scheme to defraud, deceive, trick Coin
Lion, LLC, CoinLion affiliates, or CoinLion users.

5.1.10- Acts Detrimental to CoinLion - are any activity that is not an intended or acceptable use
of CoinLion services that does or could negatively affect CoinLion’s best interest.
5.1.11- Pre-Arranged Trades - Users shall not prearrange their transactions for the purpose of
passing money between accounts. All trades through CoinLion services must be in good faith
bona fide transactions.

5.1.12- Simultaneous Buy Sell Orders – Users are prohibited from affecting multiple trades that
could potentially match against / with each other.

5.1.13- Front-Running – Users are prohibited from any activity when a user enters into a trade
with foreknowledge of an upcoming subsequent transaction which will influence the price or
value of the initial trade resulting in an economic gain for the trader.

5.1.14- Order Spoofing – Users shall initiate any trade or trade offer with the purpose of
executing the trade; users shall not offer or bid on any trade with the intent to cancel the offer
or bid prior to the trade’s execution.

5.1.15- Trade Coordination – Users shall not coordinate with other users for trade prices or
price schemes.

5.1.16- Use in Restricted Jurisdictions- Users shall not use Coin Lion, LLC services, tools, or
products in jurisdictions that do not permit such use. If you are a citizen / resident of or located
in any state, country, territory, or other jurisdiction that use of Coin Lion, LLC services would be
illegal or otherwise violate any applicable law or that is embargoed by the United States you
represent, attest, and agree that you not use Coin Lion, LLC services or products; you further
represent, attest, and agree that if you are a citizen / resident of or located in any state,
country, territory, or other jurisdiction that use of Coin Lion, LLC services would be illegal or
otherwise violate any applicable law or that is embargoed by the United States your use is
without Coin Lion, LLC’s consent and is violation of this user agreement.

Section 6. Suspension and Termination of Use

6.1- CoinLion may suspend, deactivate, or terminate users access to any or all of CoinLion
services if CoinLion suspects a user is not abiding by or is violating terms of this User
Agreement, CoinLion is obligated by valid subpoena, court order, or binding order of
government authority, your action or involvement in litigation creates additional risk for
CoinLion, or if CoinLion’s service providers / affiliates / partners are not able to support your
use.

6.2- Notice of suspension, deactivation, or termination shall be provided to users in a timely

manner unless CoinLion is barred from providing notice by government or judicial authority.

6.2.1- When not prohibited by government or judicial authority, Users will be permitted to
withdraw amounts in their respective CoinLion wallets within 90 days. If Users are not
permitted to withdraw amounts because of a government or judicial prohibition the 90 days
will not begin to run until the prohibitive hold is withdrawn and User is notified of that the
prohibition is withdrawn.

Section 7. Creating a CoinLion User Account

In order to establish a CoinLion User Account Users must acknowledge, agree, and attest to all
terms of use of this User agreement and users agree to provide all user information, see Privacy
Policy, to establish and verify users individually by clicking the “I agree and accept to the User
Agreement and privacy ” box.

Section 8. Account Funds

8.1- Cryptocurrency wallet/balance – CoinLion services allow you to track and store your
cryptocurrencies within the CoinLion system. Only supported cryptocurrencies will be held by
CoinLion. To be deemed supported CoinLion will list the cryptocurrency on the CoinLion
website; such a listing indicates that CoinLion has vetted the cryptocurrency to ensure that the
cryptocurrency does not pose undue technical, security, or regulatory risks. CoinLion will not
list any cryptocurrency determined to be a security by U.S. SEC standards. Thus, users
acknowledge, attest, and agree that any trade you make via CoinLion services is not a trade or
sale of a security and furthermore, you attest and agree that you will not send or deliver a
security to Coin Lion, LLC or through any of the CoinLion services. CoinLion stores all private
keys in our control in a combination of online and offline storage. CoinLion has no control over
or liability for third party payment. Users may elect to use the cryptocurrency vault provided by
CoinLion to store supported cryptocurrency.

8.2- Fiat Wallet – CoinLion maintains a ledger of the fiat currency attributed to each user.
CoinLion’s partnership with and U.S. bank provides the ACH on boarding for USD and CoinLion’s
partnership with Uphold provides the on boarding for other fiat currencies. CoinLion at no
time takes possession or custody of users’ fiat currency. Additionally, CoinLion services and
partners / affiliates only accept fiat currency deposits from the specific individual. Third parties
are not permitted to deposit fiat currency on your behalf. Users acknowledge, attest, and
agree that fiat currency, wallets, and accounts shall only be used for the exchange or purchase
of cryptocurrency.

8.3- Taxes- You acknowledge, attest, and agree that you are aware that cryptocurrency is a
taxed asset and you are responsible to report and pay taxes on your trades and cryptocurrency
possession. Please see the tax laws of your jurisdiction for the taxes you must report and pay.
You acknowledge, attest, and agree that CoinLion is not responsible for any of your tax
payment or reporting.

8.4- Trading Advice – You acknowledge, attest, and agree that all trading and purchase
decisions are made solely by you. You acknowledge, attest, and agree that CoinLion does not
take nor bears any responsibility or liability at all for your trading or purchasing decisions.
8.5.- Non- Solicitation- You acknowledge, attest, and agree that CoinLion has not, does not,
and will not solicit any trades, orders, or purchases from you. You acknowledge, attest, and
agree that you have not been solicited by CoinLion and further acknowledge, attest, and agree
that you have not received any investment or trading advice.

8.6- Order review- You acknowledge, attest, and agree that CoinLion does not perform a
suitability review of any trades, orders, or purchases placed by users. You are solely and
uniquely responsible for any of your actions on the CoinLion website or while using the
CoinLion website.

8.7- Fees – You acknowledge, attest, and agree to pay all fees associated with use of the
CoinLion Services. Users acknowledge, agree to, and authorize CoinLion to automatically
charge and collect fees from your account. Users acknowledge, attest, and agree that in the
event a fee is not automatically collected by CoinLion that you are bound to and will provide
the fee upon request or discovery of non-collection. Additionally, you are aware that your
external wallets and services providers may also charge a fee; those fees will not be reflected
on any CoinLion transaction. For fee rates see Fee Schedule Explanation.

Section 9. Supported Cryptocurrencies

9.1- Supported cryptocurrencies – Users acknowledge, agree, and attest that CoinLion will
support various cryptocurrencies and cryptocurrency trading pairs; conversely, users
acknowledge, agree, attest that CoinLion will not support certain cryptocurrencies and / or
cryptocurrency trading pairs. You acknowledge, agree, and attest that CoinLion uniquely,
solely, and completely has discretion, control, and the ability to determine which
cryptocurrency or cryptocurrency trading pairs will be supported on the CoinLion platform.

9.2- CoinLion Receipt of Unsupported cryptocurrency- You acknowledge, attest, and agree that
you will confirm CoinLion supports a cryptocurrency prior to sending such cryptocurrency to a
CoinLion wallet. In the event a user sends an unsupported cryptocurrency to a CoinLion wallet,
you acknowledge, attest, and agree that CoinLion bears no responsibility to credit your user
account with the cryptocurrency or the cryptocurrency’s value, to hold the cryptocurrency on
behalf of the user, or to return the cryptocurrency to your external wallet. You acknowledge,
attest, and agree that you no longer have any possessory right to or claim of any unsupported
cryptocurrency sent to a CoinLion wallet once the cryptocurrency is received by CoinLion

9.3- Forks – You acknowledge, attest, and agree that you understand that the CoinLion has zero
control, responsibility, or liability if the underlying protocol of a supported cryptocurrency, with
the exception of LION, has a change in its operating rule, also known as a fork. You
acknowledge, attest, and agree that forks may materially affect the value, function, name, or
circulating amount of crypto currency. Users acknowledge and understand that in the event of
a fork CoinLion may suspend and / or freeze all activity related to a forked cryptocurrency on
the CoinLion platform.
9.4- LION – Users acknowledge, attest and agree that they understand that LION is CoinLion’s
native utility token and that LION’s purpose is to grant you full access and functionality of the
CoinLion platform. You further acknowledge, attest, and agree that without the sufficient
volume of LION you may not have access to the complete array of CoinLion services or CoinLion
tools.

Section 10. Privacy Policy

Please see our Privacy Policy for information about how we collect, use, and share any user
information.

10.1- Record Keeping – You acknowledge, attest, and agree that in the interest of mutual
protection CoinLion may electronically record and store any communication, including, but not
limited to, telephone, email, video conference, or direct messages. You also acknowledge,
attest, and agree that CoinLion may maintain and retain records of all information, activity, and
communications relating to your User Account, use of CoinLion services, or accessing of the
CoinLion website.

Section 11. Account Closure

In the event you, as a CoinLion user, wish to end your obligations to CoinLion, you must close
and delete your account. Unless, specifically notified CoinLion will retain your user information
and even if specifically notified CoinLion may retain such information as long as deemed
required by regulation.

Section 12. Communication and E-Signature Disclosure Agreement

This agreement informs all Coin Lion, LLC users how Coin Lion, LLC delivers all communication
and how users electronically sign agreements with Coin Lion, LLC.

12.1 Coin Lion, LLC Communication Delivery – You accept and consent to receive all
communications from Coin Lion, LLC in an electronic format. You understand that you have the
right to withdraw your acceptance to receive all communication electronically, but you
acknowledge, accept, and consent should you withdraw consent to receive electronically you
must affirmatively withdraw consent by contact with COINLION SUPPORT; additionally you
understand, accept, and consent that should you withdraw consent to receive communication
electronically or refuse to accept and consent to receive communication electronically Coin
Lion, LLC reserves the right to immediately close your Account and / or charge you additional
fees for paper copies.

12.1.1- Communication includes, but is not limited to, any messages, notifications,
correspondence, agreements, documents, and disclosures between Coin Lion, LLC and Users.
12.2- Multiple Communication delivery methods will be used by Coin Lion, LLC; Coin Lion, LLC’s
delivery methods will include, but is not limited to, postings on the Coin Lion, LLC website,
emails directly to the user’s primary email on file with Coin Lion, LLC, communication to users
via an instant chat medium, and / or through text messages or mobile push notifications.

12.3- You agree to utilize a direct line of communication delivery method for all
communication(s) to Coin Lion, LLC. User acknowledges that Coin Lion, LLC will not be
determined to have received communication in group or public message forums / settings.

12.4- Hardware and Software Requirements – You acknowledge, attest and agree that you will
need the following computer hardware and software to access and retain electronic
Communications from Coin Lion, LLC:

● An internet connected device;

● A current web browser that includes 128-bit encryption with cookies enabled
o E.g. Internet explorer 9.0 and above, Firefox version 3.6 and above, Chrome 31.0
and above, or safari 7.0 and above;
● A valid email address;
o Needs to be listed as your primary email address on file with Coin Lion, LLC.
● Available storage space to save past Communications or an available printer to print
Communications as you receive them.

12.5- You acknowledge, accept, and agree to keep, maintain, and update your Coin Lion, LLC
primary email address and contact information. You acknowledge, attest, and agree that Coin
Lion, LLC is deemed to have provided communication to you if the communication was sent but
you did not receive because your primary email address on file was incorrect, out of date,
blocked by your service provider, or user was otherwise unable to receive communications.

12.6- Users may update user contact information, including email, by logging into User’s
account and visiting settings.

Section 13. Licensing and Regulation

You acknowledge, attest, and agree that you do not have a right to CoinLion’s services and that
the service CoinLion provides you is one that exists in a complex regulatory environment. You
acknowledge, attest, and agree that CoinLion will not be held in fault or in the wrong if you are
from certain jurisdiction that does not permit some or all of CoinLion services because of
regulatory constraints. You acknowledge, attest, and agree that you will not provide false
information to overcome any such regulatory bar to access of CoinLion services and that you
bear responsibility to comply with your jurisdictional requirements.

You acknowledge, attest, and agree that CoinLion’s restrictions could include, but are not
limited to, the form of limits to amounts of funds that can be deposit or traded, to denial of
certain categories of services based upon a user’s jurisdiction, or denial of certain categories of
services based upon user’s verification tier. CoinLion designed its verification procedure based
upon the best industry standards to meet the regulatory requirements while simultaneously
creating a seamless user experience.

Section 14. Customer Support

Contact information – If you have any questions, concerns, complaints, or feedback please
contact CoinLion via our Customer Support webpage. When you contact us please provide us
your name, address and all other information we may need to identify you and may need to
understand your questions, concern, complaint, or feedback

14.1- Arbitration; waiver of Class Action- You acknowledge, attest, agree that in the event of a
dispute between you and CoinLion the proper first step of resolution is to attempt to resolve
through the CoinLion Customer Support and that if the dispute cannot be resolved through
CoinLion Customer Support you agree that any dispute arising under this agreement shall be
finally settled in binding arbitration, on an individual basis, in accordance with the American
Arbitration Association’s rules for arbitration of consumer related disputes and you and
CoinLion hereby expressly waive trial by jury and the right to participate in a class action lawsuit
or class-wide arbitration.

14.2- Relationship of the Parties- You agree and understand that nothing in this User
Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a
partnership, employment, joint venture, or formal business entity of any kind; and the rights
and obligations of the parties shall be limited to those expressly set forth herein. Except for the
indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied
from this User Agreement is intended or shall be construed to give any person other than the
parties hereto any legal or equitable right, remedy, or claim under or in respect to this User
Agreement to enforce any of its terms which might otherwise be interpreted to confer such
rights to such persons, and this User Agreement and all representations, warranties, covenants,
conditions and provisions hereof are intended to be and are for the exclusive benefit of you and
us.

Section 15. Additional Provisions

15.1- Indemnification – You agree, to defend, indemnify and hold harmless CoinLion, all
CoinLion employees, owners, directors, agents, managers, and affiliates from any and all claims,
demands, legal actions, damages, loss, cost or expense, reasonable attorney’s fees, arising out
of or related to your use of CoinLion services or products, related to any feedback to you, your
violation of this User Agreement, or any violation of any rights to any other person or entity. If
you are required to indemnify us, you acknowledge, attest, and agree that CoinLion has the sole
right and discretion to control any action or proceed and determine whether we wish to or how
to settle it. You shall not have any claim of any nature whatsoever against CoinLion for any
failure by us to carry out any of our obligations under this agreement as a result of causes
beyond our control, including but not limited to any strike, lockout, shortage of labor or
materials, delays in transport, hacker attacks on the Website, accidents of any kind, any default
or delay by any sub-contractor or supplier of ours, riot, political or civil disturbances, the
elements, an act of government including regulatory action imposed, any delay in securing any
permit, consent, or approval required by Us, or any other authority or any other cause
whatsoever beyond our absolute and direct control.

15.2- Limited Liability; No Warranty – You acknowledge, attest, and agree that CoinLion has not
made or is expected to make any representations or warranties, whether express or implied,
and assume no liability or responsibility for the proper performance of any services, platforms,
or the information, images, or audio contained or related to the Website. You use all of the
mentioned at your own risk.

15.3- For the avoidance of doubt, neither CoinLion nor any CoinLion affiliate are giving
investment advice, tax advice, legal advice, or other professional advice by allowing you to use
CoinLion and the services CoinLion or any CoinLion affiliate provide, including, but not limited
to, the ability to buy, sell, or store cryptocurrency or fiat currency. In addition, neither CoinLion
or any CoinLion affiliate recommend, or endorse that you buy or sell cryptocurrency.

15.4- THE SERVICES COINLION AND COINLION AFFILIATES PROVIDE ARE PROVIDED TO YOU ON
A STRICTLY “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS. NEITHER COINLION NOR ANY
COINLION AFFILIATES REPRESENT OR WARRANT TO THE ACCURACY, COMPLETENESS,
CURRENTNESS, NON INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR
PURPOSE OF COINLION OR THE INFORMATION CONTAINED THEREIN OR SERVICES CONTAINED
THEREON.

15.5- Acceptance of Risk – You acknowledge, attest, and agree that you shall access and use
CoinLion services, the CoinLion platform, and execute any trade at your own risk. You
understand trading cryptocurrency pairs and trading cryptocurrency for fiat pairs can have
substantial risk. You acknowledge and understand that to mitigate such risk the burden is on
you to do your own research and carefully consider whether each trade is suitable for you in
light of your personal circumstances and financial resources. You acknowledge, attest, and
agree that you are aware that under certain market conditions, you may find it difficult or even
impossible to liquidate a position, that stop-limit or stop-loss orders will not necessarily limit
your losses to the intended amounts since it is possible market conditions could make it
impossible to execute those order, or that you may sustain a total loss of your funds in your
CoinLion user account.

15.5.1- USERS ACKNOWLEDGE, ATTEST, AND AGREE THAT THE POINTS LISTED ABOVE APPLY TO
ALL CRYPTOCURRENCY TRADING PAIRS AND ALL CRYPTOCURRENCY AND FIAT TRADING PAIRS;
USERS ACKNOWLEDGE, ATTEST, AND AGREE THAT THIS BRIEF STATEMENT CANNOT DISCLOSE
ALL THE RISK AND OTHER ASPECT ASSOCIATED WITH CRYPTOCURRENCY TRADING AND IS NOT
CONSIDERED BY YOU TO BE AN EXHAUSTIVE LIST.

15.6- Computer Viruses – You acknowledge, attest, and agree that CoinLion will take reasonable
steps to exclude any viruses from the Website, but cannot guarantee or warrant that any
material available for downloading from the Website will be free from infection, viruses, or
other code that has contaminating or destructive properties. By using the Website, you
acknowledge and understand this risk and agree to not hold the CoinLion liable for viruses.

15.7- Entire Agreement - This User Agreement, our Privacy Policy, and our API Agreement,
incorporated by reference herein, comprise the entire understanding and agreement entered
into by and between you and Coin Lion, LLC as to the subject matter hereof, and supersede any
and all prior discussions, agreements, and understandings of any kind (including without
limitation any prior versions of this User Agreement), as well as every nature between and
among you and us. If there is any conflict between the incorporated references this User
Agreement takes precedence.

15.8- Assignment – You acknowledge, attest, and agree that this User Agreement, or your rights
and obligations hereunder, may not be transferred by you, but may be assigned by CoinLion
without restriction. Any attempted transfer or assignment by you in violation hereof shall be
null and void. This User Agreement shall be binding and inure to the benefit of the parties
hereto, our successors, and permitted assigns.

15.9- Governing Law – You acknowledge, attest, and agree that any questions concerning the
construction, validity, enforcement, and interpretation of this User Agreement shall be
governed by and construed and enforced in accordance with the laws of the State of South
Dakota, United States of America.

15.9.1- To resolve any dispute, controversy, or claim between them arising out of or relating to
this Agreement, or the breach thereof, you agree first to negotiate in good faith for a period of
not less than sixty (60) days following written notification to CoinLion of such controversy or
claim to CoinLion.

15.9.2- Arbitration Agreement - You acknowledge, attest, and agree that if the negotiations do
not resolve the dispute, controversy, or claim to the reasonable satisfaction of all Parties (you
and CoinLion) during such period, then the Parties irrevocably and unconditionally submit the
respective claim to the binding arbitration in accordance with the American Arbitration
Association rules, and judgment upon the award rendered by the arbitrator(s) may be entered
in any court having jurisdiction thereof. Except for any disputes, claims, suits, actions, causes of
action, demands, or proceedings in which either Party seeks injunctive or other equitable relief
for the alleged unlawful use of intellectual property, including, without limitation, copyrights,
trademarks, trade names, logos, trade secrets, or patents, You and CoinLion (a) waive Your and
CoinLion’s respective rights to have any and all disputes arising from or related to these Terms
resolved in a court, (b) waive your and CoinLion’s respective rights to a jury trial, (c) and waive
your and CoinLion’s respective rights to the right to participate in a class action lawsuit or class-
wide arbitration. The substantive law shall be South Dakota Law (including all other operating
rules, policies, and procedures that may be issued by the Website CoinLion’s and published
from time to time on the Website), without regard to conflict of law rules or principles
(whether of the State of South Dakota or any other jurisdiction). The language of the arbitration
shall be English.

15.9.3- Language - Notwithstanding any other provision of this User Agreement, any translation
of this User Agreement is provided for your convenience. The meanings of terms, conditions,
and representations herein are subject to their definitions and interpretations in the English
language.

15.10- Severability – You acknowledge, attest, agree, and understand that if any provision of
this User Agreement, or application thereof, shall be determined to be invalid or unenforceable
under any rule, law, or regulation or by any governmental agency, local, state, or federal, such
provision will be changed and interpreted to accomplish the objectives of the provision to the
greatest extent possible under any applicable law. You further agree and understand that the
validity of or enforceability of any other provision (or of such provision, to the extent its
application is not invalid or unenforceable) of this User Agreement shall not be affected.

15.11- Force Majeure Events – Users acknowledge, attest, and agree that CoinLion shall not be
liable for (1) any inaccuracy, error, delay in, or omission of (a) any information, or (b) the
transmission or delivery of information; (2) any loss or damage arising from any event beyond
Our reasonable control, including but not limited to flood, extraordinary weather conditions,
earthquake, act of God, fire, war, insurrection, riot, labor dispute, accident, action of
government, communications, power failure, equipment or software malfunction, or any other
cause beyond Our reasonable control (each, a "Force Majeure Event").

15.12- Headings - Headings of sections are for convenience only and shall not be used to limit
or construe such sections. All the sections in the agreement shall survive any termination or
expiration of the User Agreement.

15.13- Disclaimers – You acknowledge, attest, and agree that CoinLion is not responsible for the
proper or complete transmission of the information contained in any electronic communication
or of the electronic communication itself, nor for any delay in its delivery or receipt. Security
measures have been implemented to ensure the safety and integrity of any of the
services related to the CoinLion services and CoinLion website. However, despite this,
information that is transmitted over the internet or Blockchain may be susceptible to unlawful
access and monitoring.

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