CoinList Legal Disclosures

Last updated: December 19, 2024

This Terms of Service (“Agreement”) is a binding contract between you, an individual or entity user or authorized representative of such user (“you”) and Amalgamated Token Services Inc. (“ATS”) and its wholly owned subsidiaries, CoinList Services LLC, CoinList Lend LLC, CoinList Markets LLC, CoinList Derivative S.A., CoinList Global Services Ltd., and CoinList Community Services Ltd. (collectively with ATS, “CoinList”) (also herein referred to as “we,” “us” or “our”). This Agreement governs your use of any website that links to these terms, including https://coinlist.co/ (and all related subdomains) and its mobile applications (“Site”) and the services we provide (“Services”) regarding Digital Assets (“Digital Assets”) (sometimes called cryptocurrency) like bitcoin and ether on the CoinList platform. Our products and services are sometimes provided through local operating entities that are subsidiaries of ATS. Your sole and exclusive counterparty to this Agreement are as follows:

• If you reside in the United States or Canada - CoinList Markets LLC, 900 Kearny Street, Suite 500, San Francisco, CA 94133, USA.
• If you reside in any other country not set forth in Section 1 above- CoinList Global Services Ltd., Unit 3, Catherine Christopher Building, Road Town, Tortola BVI VG1110.
• If you reside in any other country not set forth in Section 1 above and are participating in a token sale - CoinList Community Services Ltd., Unit 3, Catherine Christopher Building, Road Town, Tortola BVI VG1110.
• If you reside in any other country not set forth in Section 1 above and are trading in perpetual, future, or derivative contracts referencing digital assets - CoinList Derivative S.A., Santa Maria Business District, P.H. Nightfall, 4th Floor Panama City, Republic of Panama.

In addition to providing access to our Site, our Services may include providing KYC/AML compliance tools; access to one or more hosted Digital Asset wallets to track, manage, and arrange the transfer of supported digital currencies; lending and trading in Digital Assets on both an agency and principal basis; conversion services to arrange for the purchase and sale of Digital Assets; providing derivative contracts referencing Digital Assets, such as futures and perpetual futures; access to a U.S. Dollar custodian account for use in connection with the Services, and such other additional services as CoinList may offer from time to time. CoinList is not a bank, broker-dealer, tax advisor, or investment adviser and does not offer these or any related services.

BY ACCESSING OR USING THE SITE OR OUR SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT INCLUDING THOSE RELATED TO LIMITATIONS OF LIABILITY AND ARBITRATION, AS WELL AS OUR PRIVACY POLICY AND E-SIGN CONSENT POLICY. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO, AND MUST NOT, ACCESS THE SITE OR USE OUR SERVICES.

Part 1: General Use

Eligibility

To be eligible to use our Site and Services you must be at least 18 years old and meet other threshold criteria as determined by CoinList in its sole discretion. For example, we prohibit certain types of entities and individuals from using our Site and Services including, but not limited to, foreign financial institutions, foreign shell banks, private banking accounts, senior foreign political figures, FINRA employees, and US broker-dealer employees.

Amendments

We may amend, modify, or add terms to this Agreement by posting it on the Site or emailing the revised Agreement to you, and the revised Agreement shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your Account. You agree that we shall not be liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Services, except to the extent otherwise expressly set forth herein.

CoinList Accounts

In order to use CoinList, you will need to register for a CoinList Account (a “CoinList Account” or your “Account”). We may, in our sole discretion, refuse to open an account for you, or limit the number of CoinList Accounts that you may hold (generally, one). Note that depending on your jurisdiction, you may be required to meet additional qualifications.

Custodian Partners

In order to use our Services, you consent to our use of digital asset and fiat currency custodians including, but not limited to, Anchorage Trust Company, and Bitgo Trust, (or any other such custodian as CoinList may use from time to time, our “Custodians”).

Identity Verification

During registration of your CoinList Account, you agree to provide us with any information we may request for the purposes of identity verification and so that we can, among other things, fulfill our obligations to detect illegal activity such as money laundering, terrorist financing, and fraud. You also agree to permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to use the Services. Your access to our Services may be limited, altered, or refused as a result of information collected about you during the initial onboarding procedures and on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, a government issued identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number). In providing us with this or any other required information, you confirm that the information is true, accurate and complete. You agree to promptly update your identity information upon any changes. You authorize us and our third-party service providers to make inquiries that we use to verify your identity or to protect you and/or us against fraud or other financial crime, and to take all action as a result of such inquiries. You acknowledge and agree that your personal information may be disclosed to check credit references and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. Please note this is an identity check only and should have no adverse effect on your credit rating. These inquiries may include, but are not limited to, authorizing your wireless operator to use your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers and other subscriber status details, if available, solely to allow verification of your identity and to compare information you have provided with your wireless operator account profile information for the duration of the business relationship. CoinList shall not be liable for any loss suffered as a result of such inquiries. Additionally, we may require you to wait some amount of time before permitting you to use certain Services.

Risks

You agree and understand that your access and use of the Site and Services is at your own risk. Risks include, but are not limited to substantial or total loss when buying, selling, or holding Digital Assets or derivative contracts referencing; limited liquidity; legislative and regulatory changes or actions that may adversely affect the use, transfer, exchange and value of Digital Assets; Digital Assets are not insured by the United States Federal Deposit Insurance Corporation (“FDIC”) or United States Securities Investor Protection Corporation (“SIPC”) and do not receive any other similar protections in other jurisdictions; and Digital Assets may have an increased risk of fraud or cyber attack. For additional information, see our FAQs and our Risk Disclosure. CoinList makes no representations regarding the likelihood or probability that your participation on the Site or in our Services will achieve a particular outcome or goal.

You are fully responsible for the security of your account and all activities in connection with your credentials. Always log into your CoinList Account through the CoinList Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice. CoinList shall not bear any liability, whatsoever, for any damage(s) or interruption(s) caused by but not limited to any phishing, spoofing, computer virus, or other malicious code(s) that may affect your computer or other devices used by you to access your CoinList Account. You agree to use software which may include virus screening and other malware prevention software to protect your device(s). Please be aware that SMS and email services are vulnerable to spoofing and phishing attacks and you should use care in reviewing messages purporting to originate from CoinList. CoinList will NEVER call or direct message you via social media to inform you about any upcoming offerings or ask for permission to remote into your device(s). Always log into your CoinList Account through the official CoinList site, coinlist.co. Always review your transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice. You can also go to CoinList’s Official Twitter or Telegram Account as an official source to find new announcements regarding upcoming offerings or other exclusive events being hosted by CoinList. When in doubt, reach out to the CoinList Support Team at https://coinlist.freshdesk.com/en/support/home to verify the authenticity of any communications you have received.

Part 2: Limitation of Liability; No Warranty

Limitation of Liability

IN NO EVENT SHALL COINLIST, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE (A) FOR ANY AMOUNT GREATER THAN THE VALUE OF THE SUPPORTED DIGITAL ASSET REFLECTED IN YOUR COINLIST ACCOUNT OR (B) FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH EITHER THE AUTHORIZED OR UNAUTHORIZED USE OF THE SITE OR SERVICES, OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF A COINLIST REPRESENTATIVE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF COINLIST’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW OR EXCEPT IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES.

No Warranty

SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COINLIST SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. COINLIST DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE SERVICES, INCLUDING MOBILE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE AND WILL NOT BE LIABLE FOR ANY LOSSES RELATING THERETO. COINLIST DOES NOT GUARANTEE THAT ANY ORDER WILL BE ACCEPTED OR EXECUTED.

Part 3: Digital Asset Wallets

General

Digital asset wallets are provided by third-party custodians which are not owned or controlled by CoinList. Through these third-party custodian wallets, we enable you to monitor the storage, tracking and management of Digital Assets contained in a hosted digital currency wallet. You will have the ability to request, send and receive (by placing orders), and store Digital Assets from third parties by giving instructions through the Site. We may limit this functionality, and we may require you to verify your identity prior to engaging in certain transactions. You may not deposit Digital Assets from, or withdraw Digital Assets to, accounts held by third parties.

Digital Asset Custody and Title

All Supported Digital Assets held in your Digital Asset Wallet are custodial assets held by CoinList for your benefit, as described in further detail below.

Ownership

Title to Supported Digital Assets shall at all times remain with you and shall not transfer to CoinList. All interests in Digital Assets we hold for Digital Asset Wallets are held for customers, are not property of CoinList, and are not subject to claims of CoinList’s creditors. As owner of the Supported Digital Assets in your Digital Asset Wallet, you shall bear all risk of loss of such Supported Digital Assets. CoinList shall have no liability for Supported Digital Asset fluctuations or loss. None of the Supported Digital Assets in your Digital Asset Wallet are the property of, or shall or may be loaned to, CoinList unless agreed by you; CoinList does not represent or treat assets in User’s Digital Assets as belonging to CoinList. CoinList may not grant a security interest in the Supported Digital Assets held in your Digital Asset Wallet. Except as required by law, or except as provided herein, CoinList will not sell, transfer, loan, hypothecate, or otherwise alienate Supported Digital Assets in your Digital Asset Wallet unless instructed by you.

Application of the Uniform Commercial Code

All Supported Digital Assets credited to the Digital Asset Wallet will be treated as “financial assets” under Division 8 of the California Uniform Commercial Code (“Division 8”). CoinList is a “securities intermediary” as used in Division 8 with respect to Supported Digital Assets, and your Digital Asset Wallet is a “securities account” as used in Division 8. As stated in Division 8, “the characterization of a person, business, or transaction for purposes of this division does not determine the characterization of the person, business, or transaction for purposes of any other law, regulation, or rule,” including the United States Commodity Exchange Act and any federal, state, or foreign securities law or regulation. CoinList will comply with your instructions with respect to your Supported Digital Assets, subject to the terms of this User Agreement.

Control and Customer Instructions

You control the Digital Assets held in your Digital Asset Wallet. At any time, subject to outages, downtime, protocol requirements, time to conduct blockchain operations to fulfill your request, and other applicable policies, you may withdraw your Supported Digital Assets by instructing CoinList to debit the applicable Supported Digital Asset from your Digital Asset Wallet and transfer the Digital Assets to a different blockchain address. As long as you continue to hold Supported Digital Assets with CoinList, CoinList shall retain control over electronic private keys associated with blockchain addresses operated by CoinList, including the blockchain addresses used to hold the Supported Digital Assets credited to your Digital Asset Wallet.

Supported Digital Assets

The wallet services are available only in connection with those Digital Assets and protocols that CoinList, in its sole discretion, supports. Under no circumstances should you attempt to use your Wallet to store, send, request, or receive Digital Assets and protocols that we do not support. We assume no responsibility in connection with any attempt to use your wallet with Digital Assets that we do not support. The Digital Assets we support may change from time to time, based on our sole and absolute discretion. We will attempt to notify you in advance if we cease to support a particular Digital Asset. CoinList reserves the right to refuse to process, or to cancel or reverse, any instructions for the purchase or sale of a Digital Asset in its sole discretion, even after funds have been debited from your account(s), if we suspect the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime as required by law or in response to a subpoena, court order, or other binding government order or to enforce limits we have placed on your account or for other compliance reasons.

Omnibus Digital Assets

CoinList may use shared blockchain addresses, controlled by CoinList or our Custodian Partners, to hold Digital Assets at third party custodians on behalf of users and/or on behalf of CoinList. Although we maintain separate ledgers for users’ CoinList Accounts and proprietary accounts, CoinList shall have no obligation to segregate by blockchain address Digital Assets owned by you from Digital Assets owned by others.

Part 4: USD Wallets

USD Wallets

Certain approved Users may establish and fund a U.S. Dollar balance (a “USD Wallet”) with our custodian banking partner to facilitate transactions. You are the owner of the balance of your USD Wallet. CoinList holds your USD balance in a dedicated custodial account with Fortress Bank or such other banking partner as CoinList may determine from time to time in its sole discretion (our “USD Custodian”).

Deposits and Withdrawals

You may fund your USD Wallet via wire transfer or Automated Clearing House (“ACH”) transfer from your linked bank account. CoinList will not charge a fee for you to transfer funds to or from your USD Wallet, but bank transfer fees may apply, and fees from our USD Custodian may apply. Your initiation of a fiat currency withdrawal using your User Account login credentials will be deemed to be your authorization for us to execute the withdrawal. You may not deposit USD from, or withdraw USD to, bank accounts held by third parties. Available funding methods may be limited based on User’s jurisdiction.

ACH Transfers

For users who deposit USD via ACH transfer, limitations, conditions, and restrictions may be placed on funds available for immediate use. Such funds, and any Digital Assets purchased with such funds, will be withheld from withdrawal until they are considered settled (typically within five to seven business days). Once your ACH deposit is considered settled, you will be able to withdraw these funds and any Digital Assets you bought with them. You agree that ACH deposit settlement times are subject to bank holidays, the internal processes and jurisdictions of your bank, and the internal processes of our banking partners. You further agree that, in certain situations, ACH deposit settlement times may be delayed in connection with scheduled downtime or other disruptions to our service providers. To the extent your ACH deposit does not settle, you will not be able to withdraw any assets from your Wallets until you have made sufficiently settled deposits to your USD Wallet to satisfy the initial ACH deposit, and CoinList reserves all rights of legal recourse against you.

All Other Transfers

For other deposit types, CoinList will credit your USD Wallet with a corresponding amount of dollars after funds are delivered to our USD Custodian. For wire transfers, funds will typically be available within one to three business days. For withdrawals, CoinList will immediately instruct our USD Custodian to debit your USD Wallet when you authorize a withdrawal (subject to the ACH-related limitations described above) and funds will typically settle to you within two to three business days. We may not process a transfer instruction if associated bank fees exceed the value of the transfer.

Omnibus USD Account

We may use an omnibus account, controlled by us or our USD Custodian, to hold USD on behalf of our users. We may invest these funds in liquid investments, such as U.S. treasuries, in accordance with state money transmitter laws where applicable. CoinList owns the interest or other earnings on such investments. CoinList shall have no obligation to segregate any user's USD from any other user's USD, and we may rely upon an internal ledger to indicate the amount of USD that is owned by each client.

Part 5: Transactions

Digital Asset Transactions

We process transactions according to the instructions you submit to us. We do not guarantee the identity of any user, receiver, or other party; therefore, you should verify that all information is correct prior to sending instructions to us. If you submit an order, that order will be irrevocable and final unless that order is canceled prior to execution. Any pending withdrawals from your CoinList Account that have been submitted to a Digital Asset network will be unconfirmed for a period of time pending sufficient confirmation of the transaction by such Digital Asset network. CoinList may not be able to reverse or otherwise alter transactions in a pending state. The funds used for your pending transactions will not be displayed in your CoinList Account balance or be available to conduct other transactions.

Operation of Digital Asset Protocols

CoinList does not own or control the underlying software protocols that govern the operation of Digital Assets supported on the Site. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. By using our Services, you acknowledge and agree (i) that we are not responsible for the operation of the underlying protocols and that we make no guarantee of their functionality, security, or availability; and (ii) that the underlying protocols are subject to sudden changes in operating rules (including “forks”) that could materially affect the value, function, name, and other attributes of the Digital Asset. In the event of a fork, you agree that we may temporarily suspend operations (with or without advance notice to you) and that we may, in our sole discretion, decide whether or not to support either branch of the forked protocol entirely. You acknowledge and agree that CoinList has no responsibility whatsoever for a branch of a forked protocol that is unsupported. You agree to make yourself aware of upcoming operating changes and carefully consider publicly available information and information that may be provided by us in determining whether to continue to use a Digital Asset. You acknowledge and accept the risks of operating changes to Digital Asset protocols and agree that CoinList is not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes. You acknowledge and accept that CoinList has sole discretion to determine its response to any operating change and that we have no responsibility to assist you with unsupported currencies or protocols.

CoinList Processes

CoinList may act as agent or principal in facilitating your purchases and sales of Digital Assets on the Site and may receive remuneration for doing so. CoinList may also incentivize third parties to use our Site. You and all users, including CoinList and its associated persons, are strictly prohibited from engaging in fraudulent or manipulative activity including, but not limited to, insider trading and front-running.

Purchases and Sales

After successfully completing the verification procedures, you may purchase supported Digital Assets, or derivatives referencing such Digital Assets, by funding your CoinList Account, and may sell supported Digital Assets by transferring the applicable Digital Asset to your CoinList Account. You authorize CoinList and our Custodian Partners, as applicable, to initiate credits and debits in your CoinList Account in settlement of transactions. A Transaction Fee applies to all transactions. Although CoinList and our partner custodians will attempt to deliver supported Digital Assets to your account as promptly as possible, funds may be debited from your selected payment method before the Digital Asset is delivered and viewable in your CoinList Account. Your receipt of funds upon withdrawal from your CoinList Account will depend on the payment type, and may take up to six or more business days. We and our Custodian Partners will use best efforts to fulfill all orders, but are under no obligation to do so. To secure the performance of your obligations under this Agreement, you may be required to grant to CoinList or its Custodian Partner a lien on and security interest in and to the balances in your CoinList Account.

Reversals Cancellations

You cannot cancel, reverse, or change any transaction marked as “Complete,” and you may not be able to cancel, reverse, or change any transaction marked as “Pending.” CoinList may charge a fee in connection with any such cancellation, reversal, or change of any transaction.

Digital Asset Storage Transmission Delays

Digital assets are securely held in either online or offline storage or a combination of both. As a result, it may be necessary for CoinList to communicate with our Custodian Partners to retrieve certain information from offline storage in order to facilitate a Digital Asset transaction in accordance with your instructions, which, in turn, may delay the initiation or crediting of your transaction for 48 hours or longer. You acknowledge and agree that a Digital Asset transaction facilitated by CoinList may be delayed.

Debts

If your payment is not successful or if your payment method has insufficient funds, you authorize CoinList, in its sole discretion, to cancel the transaction or to debit your other payment methods in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance in order to avoid overdraft.

Automatic Voting Proxy

If you hold a Digital Assets with us for which we support staking, you agree to give us, the protocol, our Custodian Partner or node operation partners your proxy to vote on any governance issues relating to any staked Digital Asset, and you waive any right to any claim related to any such voting right. Further, unless we or our Custodian Partner determines that it is in the best interests of such Custodian Partner, CoinList, or you to vote on such governance matters, the Custodian Partner or node operation partner may abstain from participating in any such vote.

Third Parties

CoinList has no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any goods or services that you may purchase or sell to or from a third party (including other users). CoinList is not responsible for ensuring that a buyer or a seller you may transact with will actually complete the transaction or is authorized to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party in connection with a Digital Asset transferred using our Site or Services, or if you have a dispute with such third party, you must resolve the dispute directly with that third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify CoinList Support at https://coinlist.freshdesk.com/en/support/home so that we may consider what action to take, if any.

Promotions

We may conduct promotions and special offers, including, but not limited to giving credits, nominal rewards, or priority to certain users, and reserve the right to establish qualifying user criteria to participate in these promotions and offers in our sole and absolute discretion. CoinList shall have no obligation to make promotions and special offers available to all users and may amend user qualification standards and revoke promotions and offers at any time without notice.

CoinList Karma

CoinList Karma is a reward point system that recognizes user contribution to token networks on CoinList through value-add activities (such as staking, lending, voting on governance proposals, and trading). The allocation of points can be found at the Karma FAQ here. One way Karma supports users is by helping them qualify for the “Priority Queue” for token sales. The Priority Queue is an invite-only queue for token sales that is significantly shorter than the main token sale queue and runs in parallel to the main queue. CoinList services are only available in eligible jurisdictions, and participation in token sales may be limited by additional restrictions applicable to particular sales. CoinList may make changes to Karma at any time in its sole and absolute discretion, including by terminating the program entirely.

On-Chain Activity

CoinList aims to enhance and personalize your customer experience by presenting a tailored user interface or presenting offers based on your activity. Users may choose to provide access to third parties or external applications such as blockchains or external wallets.

Gifted NFT

Users who have accumulated the highest tier of Karma points are invited to mint one non-fungible token (the “Gifted NFT”) from services provided by a third-party provider. CoinList determines Karma points in its sole and absolute discretion and does not undertake any obligation to publicly disclose any details about its methodologies; Karma points accumulated from participation in CoinList hackathons, validator offerings, and token sales prior to 2021 were not included in the calculation. A User that chooses to mint an NFT is entitled to mint one limited transferable NFT for non-commercial purposes as a reward for the user's participation in networks offered through CoinList’s Services. Users that begin the minting process are subject to a third party’s terms of service. CoinList is not responsible for any applications or services provided by this third party provider.

Fees and Other Remuneration

Generally, we receive compensation for our Services by charging fees based on a percentage of the transaction value or by taking a spread. Our Custodian Partners may also charge fees for their services. Fees such as withdrawal fees and network fees (miner fees) may be charged to process Digital Asset transactions on your behalf. Network fees will vary between Digital Assets and during periods of high network traffic. Certain minimums apply to the fees we charge. You can view the schedule of currently applicable fees per pairing and payment method at our Fees page here. We will notify you of any fees, which such fees are subject to change without notice whether or not updated on the Fees page, prior to your confirmation of your order. We do not refund our fees for completed transactions unless we have agreed to do so in writing or otherwise required by law. You hereby agree to pay all applicable fees and to be responsible for paying fees charged by your financial service provider.

Records

Prior to executing any transaction on our platform, we will provide you with notice of the terms and conditions of such transaction, including the amount of the transaction, the costs associated with the transaction, the type of the transaction, and a warning that, once executed, the transaction may not be undone. After you execute a transaction on our Site, including without limitation successful withdrawals and deposits, we will send you an email receipt as evidence of the transaction. In addition, a statement of account is available to users through our Site.

Part 6: Staking

Staking Services

When you hold Digital Assets in your CoinList Account, you may be able to “stake” these assets in a third-party proof-of-stake network via staking services facilitated by CoinList. In a proof-of-stake network, transaction validators are chosen using a formula based on ownership of the underlying Digital Asset as opposed to computing power (i.e., proof of work). Our Custodian Partners will stake these assets on your behalf. In addition, CoinList entities or its service providers may serve as transaction validators or similar nodes on their own behalf on the networks where these assets are staked. In this capacity, neither CoinList nor its affiliated entities uses your Digital Assets.

Optional Staking

Unless otherwise provided, staking services will be made by default for some or all of the Digital Assets where staking functionality is available through your CoinList Account as determined in CoinList’s sole and absolute discretion. You hereby explicitly agree to the default and continued staking of your Digital Assets. YOU ARE NOT REQUIRED TO STAKE WITH COINLIST AND YOU CAN OPT-OUT OF COINLIST’S STAKING SERVICES AT ANY TIME BY contacting https://coinlist.freshdesk.com/en/support/home. CoinList may take three (3) business days or longer to reflect your choice to the protocol to unstake your Digital Assets. Thereafter your token will become unstaked and available for withdrawal according to the applicable terms of the underlying protocol. If you opt-out of staking services, you can opt back in at any time. Should you choose to stake any Digital Assets held in your CoinList Account, these Digital Assets may be locked (unavailable for withdrawal or trading) according to the applicable terms of the underlying protocol terms.

Staking Service; Rewards; Commission

If you stake your assets with our service, the protocol or our Custodian Partners will stake these on your behalf, acting as a transaction validator on the applicable network for the Digital Asset you stake. If the protocol or our Custodian Partner successfully validates a block of transactions in the applicable Digital Asset, you may earn a reward granted by that Digital Asset’s network. Your reward will be determined by the protocols of the applicable network. CoinList will distribute this reward to you pro rata, minus a commission set forth on https://coinlist.co/legal#fees paid to CoinList. Staking rewards are not provided by us, are not guaranteed and are subject to the individual protocol of the applicable Digital Asset, and may change at any time without notice. CoinList does not distribute any rewards earned when serving as a transaction validator or similar network node on its own behalf.

No Guarantee

You have no right to a reward until it is received from the designated protocol by our Custodian Partner and processed by CoinList, and until you have maintained a positive balance for at least three (3) consecutive days during the applicable period. Your reward will be distributed on a pro-rata basis based on your average balance of the particular Digital Asset to the total of all rewards received by our Custodian Partner and processed by CoinList during the applicable period. CoinList will use reasonable efforts to facilitate the staking of any Digital Assets for which you are using CoinList’s staking services. The “staking rewards rate” is disclosed by CoinList for each particular Digital Asset. For any Digital Asset listed for less than 90 days, CoinList shall use commercially reasonable efforts to determine a reward rate that it determines is reasonably likely to be achieved for the following month. This rate is an estimate and changes over time. COINLIST DOES NOT GUARANTEE THAT YOU WILL RECEIVE ANY STAKING REWARDS, ANY SPECIFIC STAKING REWARD, OR ANY STAKING RETURN OVER TIME, INCLUDING THE STAKING REWARDS RATE. ALL SUCH REWARDS ARE BASED ENTIRELY ON THE UNDERLYING PROTOCOL OF THE APPLICABLE DIGITAL ASSET.

CoinList reserves the right in its sole and absolute discretion to cease providing staking services, including discontinuing the accrual of any rewards, in the event that CoinList suspects any fraud, misconduct, potential compromise of the underlying protocol, any other Prohibited Use or Prohibited Business, or for any other exercise of CoinList’s reasonable commercial judgment.

Part 7: General Provisions

Limited License

We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the CoinList Site, and related content, materials, information (collectively, the “Content”) solely for approved purposes as permitted by CoinList from time to time. Any other use of the Site or Content is expressly prohibited and all other right, title, and interest in the Site or Content is exclusively the property of CoinList and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, delete or modify, interfere with, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. The website “https://coinlist.co/”, “CoinList”, “CoinList Markets”, “CoinList Pro”, "Pro Trading" and all logos related to CoinList or displayed on the Site are either trademarks or registered marks of CoinList, its affiliates or its licensors and are protected by copyright or other intellectual property rights. You may not copy, imitate, or use them without our prior written consent.

Website Accuracy

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

Third-Party Applications

If you grant express permission to a third party to access or connect to your CoinList Account or otherwise use our Site or Services on your behalf, you acknowledge that granting permission does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of such third party. Further, you acknowledge and agree that you will not hold CoinList, its affiliates, our Custodian Partners, and service providers responsible for, and will indemnify them from, any liability arising out of or related to any act or omission of any third party. You may change or remove permissions granted by you to third parties with respect to your CoinList Account at any time by contacting https://coinlist.freshdesk.com/en/support/home.

Prohibited Use

In connection with your use of the Services, and your interactions with other users and third parties, you agree and represent that you will not engage in any Prohibited Business or Prohibited Use, as defined in Appendix 1 herein. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. If we determine, in our sole and absolute discretion, that your account or use of our Services is associated with a Prohibited Use or a Prohibited Business, we reserve the right to cancel or suspend your CoinList Account, block your transactions, freeze your funds, or take any other action we deem necessary or appropriate. We reserve the right to take any of these actions immediately, indefinitely, and without notice to you.

Transaction Limits

The use of all Services may be subject to a limit on the amount of volume, you may transact or transfer in a given period (e.g., daily). To view your limits, log in to your CoinList Account and visit this page. Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors. CoinList reserves the right to change applicable limits as we deem necessary in our sole discretion. If you wish to raise your limits beyond the posted amounts, you may submit a request at https://coinlist.freshdesk.com/en/support/home. We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with CoinList staff (such process, “Enhanced Due Diligence”). CoinList reserves the right to charge you costs and fees associated with Enhanced Due Diligence, provided that we notify you in advance of any such charges accruing. In our sole discretion, we may refuse to raise your limits or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence.

Suspension, Termination, and Cancellation

CoinList may: (a) suspend, restrict, or terminate your access to any or all of the Services, and/or (b) deactivate or cancel your account if: we are so required by a facially valid subpoena, court order, or binding order of a government authority; we reasonably suspect you of using your CoinList Account in connection with a Prohibited Use or Business; your use of your CoinList Account or our Services is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your activity; our service partners are unable to support your use; or you take any action that CoinList deems as circumventing our controls, including, but not limited to, opening multiple CoinList Accounts or abusing promotions which CoinList may offer from time to time. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our compliance with applicable law and regulations, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.

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

You will be permitted to transfer Digital Assets or funds associated with your Digital Asset wallet(s) and/or your USDWallet(s) for ninety (90) days after Account deactivation or cancellation unless such transfer is otherwise prohibited (i) under the law, including but not limited to applicable sanctions programs, or (ii) by a facially valid subpoena or court order or (iii) due to a violation of the terms of this Agreement including but not limited to a Prohibited Use violation, unless by operation of law or with the express permission of CoinList.

You may cancel your CoinList Account at any time by withdrawing all balances from your account and contacting us. You will not be charged for canceling your account, but you may be required to pay withdrawal fees and any outstanding amounts owed to us or our Custodian Partners. You authorize us to cancel or suspend any pending transactions at the time of cancellation.

Death of Account Holder

If we have reason to suspect your death, we will freeze your Account, and no transactions may be completed until we ascertain the fact of your death. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to ascertain this information and if applicable, your designated beneficiary. If we receive confirmation of your death and information on your designated beneficiary in a form satisfactory to us, we will work with your designated beneficiary in taking appropriate action to transfer the account.

Relationship of the Parties

CoinList is an independent contractor for all purposes. Nothing in this Agreement shall deem or cause you and CoinList to be treated as partners, joint venturers, or otherwise as joint associates for profit.

Privacy of Others

If you receive information about another user through CoinList, you must keep the information confidential and only use it in connection with our Services. You may not disclose or distribute a user's information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user's express consent to do so. Additional information regarding our Privacy Policy can be found here.

Password Security; Contact Information

You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access your CoinList Account and our Services. You should only give such information to individuals who have the authority to take actions on your behalf, and we assume that such individuals have such authority. CoinList requires the use of two-factor identification for your account. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your CoinList Account by third parties and the loss or theft of any Digital Asset and/or funds held in your account with our Custodian Partners and any associated accounts, including your linked bank account(s) and credit card(s). You are responsible for keeping your email address and telephone number up to date in your Account Profile in order to receive any notices or alerts that we may send you. You are responsible for checking your balances and your transaction history. WE ASSUME NO RESPONSIBILITY FOR ANY LOSS THAT YOU MAY SUSTAIN DUE TO A COMPROMISE OF ACCOUNT LOGIN CREDENTIALS FOR WHICH WE HAVE NO CONTROL AND/OR YOUR FAILURE TO FOLLOW OR ACT ON ANY NOTICES OR ALERTS THAT WE MAY SEND TO YOU. In the event you believe your account information has been compromised, contact CoinList Support immediately at https://coinlist.freshdesk.com/en/support/home.

Unclaimed Property

If you have assets or funds in your account, and CoinList is unable to contact you and has no record of your use of our Services for a year or more, applicable law may require us to report and/or deliver these assets or funds as unclaimed property to the jurisdiction applicable to your Account. Prior to doing so, CoinList will try to locate you with the information shown in our records. CoinList reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

Taxes and W-9 Certification

You acknowledge that it is your sole responsibility to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. If you are a United States person, then as a condition of using CoinList’s Services you certify under penalties of perjury that:

a. The Social Security number or Employer Identification Number you provided is correct; and

b. You are not subject to backup withholding due to the failure to report interest and dividend income.

Further, you understand and acknowledge that CoinList does not provide tax or legal advice and that CoinList will report certain transactions to the Internal Revenue Service to the extent and manner in which it is required to do so by law. CoinList may also undertake to disclose additional information about activities on its Site to relevant authorities if and when appropriate to do so, as CoinList determines in its sole and absolute discretion.

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

Contact CoinList

If you have any feedback, questions, or complaints, contact us at https://coinlist.freshdesk.com/en/support/home or send correspondence to 900 Kearny Street, Suite 500, San Francisco, CA 94133. When you contact us, please provide us with your name, address, and any other information that we may need to identify you, your CoinList Account, and the transaction on which you have feedback, questions, or complaints. If you prefer to call us, you can reach us at 212-500-1159.

Arbitration

CoinList will make all good faith efforts to resolve matters with Users. CoinList maintains a support team that is available to its Users to communicate their disputes. However, the parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, enforcement, interpretation or validity thereof, including the determination of the scope and applicability of this agreement to arbitrate, shall be determined by arbitration in Manhattan, New York, USA before one (1) arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment rendered in the arbitration will be deemed binding and final, judgment on the award may be entered into any court having jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. If we cannot find a mutually agreeable resolution, you and we agree that any dispute arising under this Agreement shall be finally settled in binding arbitration, on an individual basis, conducted by a single, neutral arbitrator in the New York, New York in accordance with the JAMS rules for arbitration of consumer-related disputes (accessible at https://www.jamsadr.com/rules-comprehensive-arbitration ).

The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law, and the arbitral decision may be enforced in any court. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. If the arbitrator(s) or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding in a court. We will pay additional fees or costs if required to do so by the JAMS rules or applicable law. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to costs and attorneys' fees. Unless specifically excepted in this Part 8, each Party will be responsible for any other fees or costs that the Party may incur. If a court decides that any provision of this Part 8 is invalid or unenforceable, that provision shall be severed and the other parts of this section and the remainder of this Agreement will continue to apply.

Exceptions

Notwithstanding Part 8 (2), nothing in this Agreement will be deemed to waive, preclude or otherwise limit the right of either party to:

• bring an individual action in small claims court;
• pursue an enforcement action through the applicable federal, state or local agency if that action is available;
• seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or
• file suit in a court of law to address an intellectual property infringement claim.

Waiver

YOU ACKNOWLEDGE AND AGREE THAT BY ENTERING THIS AGREEMENT:

• YOU AND COINLIST EACH WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION;
• TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION.

Part 9: Other Provisions

Release of CoinList; Indemnification

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

Entire Agreement

This Agreement, the Privacy Policy, E-Sign Consent, onboarding representations, trade confirmations, appendices incorporated by reference herein, together with any other ancillary or transaction agreement, if any, comprise the entire understanding and agreement between you and CoinList as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including, without limitation, any prior versions of this Agreement), and every nature between and among you and CoinList. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.

Assignment

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

Severability

If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation, or 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 and the validity or enforceability of any other provision of this Agreement shall not be affected.

Change of Control

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

Survival

All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, CoinList Account cancellation, debts owed to CoinList, general use of the CoinList Site, disputes with CoinList and general provisions, shall survive the termination or expiration of this Agreement.

Governing Law

The parties agree that the laws of the State of New York, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and CoinList, except to the extent governed by federal law.

Financial Regulation

The Services we provide are currently not regulated by the BVI Financial Services Commission Authority (“FSC”). As such, your Account is not protected by the FSC, and you will have no recourse to the FSC in the event of a complaint relating to Services.

Force Majeure

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

English Language Controls

Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in and meaning of the original English.

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 or under federal law.

Compliance with Local Laws

Users accessing the Site or using the Services are responsible for compliance with all applicable local laws, whether or not the Site offers tools to facilitate such compliance.

Conflict of Interest

CoinList and its employees, officers, directors, and affiliates may have interests in assets offered on the platform and may also participate in certain offerings using the site (where permitted). Our interests and the actions we take regarding such interests may be adverse to your interests.

Insolvency Risk Disclosure

The Digital Assets you deposit with CoinList Markets, LLC or any other CoinList entity are not protected by insurance in the event of the bankruptcy or insolvency of CoinList Markets, LLC or any other CoinList entity; and any bond or account maintained by CoinList Markets, LLC or any other CoinList entity for the benefit of its customers may not be sufficient to cover all losses incurred by customers. The Digital Assets you deposit with CoinList are generally not guaranteed or insured in the event of the bankruptcy or insolvency of aCoinList Markets, LLC or any other CoinList entity, or if any such entity is otherwise unable to refund your funds. You should familiarize yourself with the protections accorded digital assets or other property you deposit, particularly in the event of a firm insolvency or bankruptcy. The extent to which you may recover your Digital Assets or property may be governed by specified legislation or local rules. In some jurisdictions, property which has been specifically identifiable as your own will be pro-rated in the same manner as cash for purposes of distribution in the event of a shortfall.

Part 10: Trading Rules

Trading Rules Generally

1. All trades are final.
2. All fills are final and will not be reversed unless:
   • CoinList is compelled to do so by any applicable law or regulation; or
   • Due to a serious technical error, orders or fills do not occur as specified in these rules - in which case CoinList will make all reasonable efforts to place Users in the position they would have been in had the error not occurred. If impractical to do so, CoinList may attempt to restore the User to the position they had prior to the trade or provide User with an alternative remedy at CoinList’s sole and absolute discretion. In no instance shall CoinList be liable for opportunity costs related to technical, user, or other errors.
3. CoinList may cancel open orders in the following circumstances:
   • Orders placed by Users who, in our sole discretion, have engaged in Prohibited Use or abusive use of the platform, for example, Market Manipulation (defined below).
   • Orders which under the circumstances involve an obvious error with respect to price, quantity, or other parameters - a “clearly erroneous transaction.”
   • If required by any applicable law or regulation, including specifically where CoinList is required to suspend or terminate a User's CoinList Account.
   • If required for technical reasons such as the failure of a protocol to function properly.
   • Orders wherein CoinList has deemed associated compliance or legal risks unacceptable.
4. Interruptions

   If technical reasons prevent or degrade a User’s ability to place or cancel orders, or prevent or degrade access to CoinList Sites or affect the operation of CoinList order books or matching engines, then CoinList may, in its sole and absolute discretion, take one or more of the following actions in respect of one or more Order Books:

   • Cancel open orders.
   • Disable the ability to place new orders (“Cancel-Only Mode”).
   • Disable sign-in.
   • Disable access to the CoinList Site.

   If access to CoinList through the CoinList Site is unavailable for a prolonged period of time but the RFQ or matching engine is still operational, CoinList will move to Cancel-Only Mode as soon as reasonably possible.

   If CoinList is in Cancel-Only Mode, it will be restored to fully operational only after access through the CoinList Site becomes available for a reasonable amount of time and CoinList deems it is safe to restore full operations.

   CoinList will notify Users of the move to or from Cancel-Only Mode via email, Twitter and/or through posting on the https://coinlist.co/ website.

5. Market Integrity

   You give CoinList authority to take any action deemed appropriate to preserve market integrity. Such actions may include, but are not limited to, moving and converting User and CoinList assets, halting trading, modifying risk parameters, restricting access to the platform, canceling orders in the order book, or taking any other actions deemed to be in the best interest of the platform.

   CoinList will endeavor to provide you notice of such actions if practical

   CoinList does not employ the use of circuit breakers or automated trading halts. Decisions to employ methods to preserve market integrity are based upon facts and circumstances and are made at CoinList’s sole and exclusive discretion. The strategies CoinList may implement to preserve market integrity may not work as intended, and the costs associated with such strategies may be detrimental to asset values.

6. Self-Trade Prevention

   Users are not able to place an order which would result in self-execution—i.e., where the same User would act as both the maker and taker for the trade.

   If two orders of the same quantity would result in self-execution, both orders are canceled.

   According to self-trade prevention rules, if two orders of different quantities would result in self-execution you may specify the follow actions:

   • Keep Newest (default) When self-crossing orders are detected, the newest orders of the crossing set are kept and any orders that cross with them are excluded from participating in the auction. See below for what happens to the excluded orders.
   • Keep Oldest (keep-oldest) When self-crossing orders are detected, the oldest orders of the crossing set are kept and any orders that cross with them are excluded from participating in the auction. See below for what happens to the excluded orders.
   • Cancel All (cancel-all) When self-crossing orders are detected, the entire set of crossing orders are rejected and do not participate in the auction. The rest of the user's (non-crossing) orders are not affected.

   When orders are excluded from an auction they will be rejected and not eligible to participate in future auctions unless all three of the following conditions are met: 1) the excluded order was a limit order, 2) the order it was across from was a market order, and 3) the auction crosses at a price that would not have filled the limit order. In that case, the limit order is retained in the order book and is eligible to participate in future auctions

   Flash Crashes and Circuit Breakers. CoinList does not use circuit breakers or automated trading halts based on predetermined price bands. As provided herein, CoinList may, in its discretion, halt trading.

7. Market Manipulation Prohibited

   All Users are prohibited from engaging in Market Manipulation (defined below).

   Market Manipulation of any kind is strictly prohibited. “Market Manipulation” is defined as actions taken by any market participant or a person acting in concert with a participant which are intended to:

   • Deceive or mislead other Users;
   • Artificially control or manipulate the price or trading volume of a Digital Asset; or
   • Aid, abet, enable, finance, support, or endorse either of the above. This may include actions on the CoinList Site or outside of the CoinList Site.

   Market Manipulation specifically includes, without limitation: front-running, wash trading, spoofing, layering, churning, and quote stuffing.

   CoinList has the authority to take any action deemed appropriate to preserve market integrity. Such actions include, but are not limited to, the halting of trading, modifying risk-mitigating parameters, restricting User access to CoinList Accounts or to the Site, restricting order types to post-only or limit-only, canceling orders resting in the order book, or any other actions deemed to be in the best interest of the Site.

8. Access to Information

   All Users have full and equal real-time access to Public Market Data (defined below). Public Market Data is made available through the CoinList Site.

   “Public Market Data” comprises the following:

   • Aggregated limit orders placed on the order book (price and total quantity); and
   • All fills or executions (price, quantity, and time).

   Public Market Data does not include the following:

   • Resting stop orders (stop orders that have been placed but not triggered);
   • Any information about which User placed or canceled an order; and
   • Private market data that CoinList has access to under contract with external market makers.

   CoinList Employee Access. CoinList has policies that are reasonably designed to prohibit all CoinList employees and independent contractors from using inside, corporate or proprietary information to trade Digital Assets or securities.

9. Scheduled Downtime

   From time to time, CoinList may suspend trading temporarily for maintenance or upgrades. Absent extenuating circumstances, CoinList will follow this process for closing and re-opening trading:

   1. Announce scheduled downtime via email, Twitter and/or the Site.

   2. Scheduled downtime begins.

   3. Immediately after scheduled downtime is completed:

      • All books enter post-only mode.
      • Announce the above via email, Twitter and/or the CoinList Site.
      • To ensure a fair and orderly marketplace, CoinList may, in its discretion, cancel all resting limit orders in an order book before moving the market to post-only mode or to limit-only mode.

   4. At least 10 minutes after Step 3; or longer if necessary, all books enter limit-only mode.

      • Announce the above via email, Twitter and/or the CoinList Site.

   5. At least 10 minutes after Step 4; or longer if necessary:

      • All books enter full-trading mode.
      • Announce the above via email, Twitter and/or the CoinList Site.
10. Order Minimums and Maximums

    Order Minimums. Orders placed on CoinList may be subject to the minimum order sizes.

    • Purchase Orders - order minimums are enforced on the quote asset. For example, the ETH-USD book may have a minimum size of 510 USD.
    • Sale Orders - order minimums are enforced in the base asset. For example, the BTC-USD book may have a minimum size of 0.001 BTC.

    Order Maximums. Orders placed on CoinList may be subject to maximum order sizes. For example: on the ETH-BTC Order Book, orders denominated in ETH may be subject to a 600 ETH maximum, orders denominated in BTC may be subject to a 50 BTC maximum.

    Updating Order Minimums and Maximums. CoinList will periodically update these Order Minimums and Order Maximums to reflect the current state of our marketplace and the notional value of the assets.

    User Specific Order Minimums and Maximums. CoinList may restrict an individual User’s minimum and maximum order sizes at its sole discretion.

11. Trading Futures and Perpetual Futures

    For trading rules regarding futures and perpetual futures, please see Coinlist’s Trading Rules on Futures.

Trading on Pro Trading

Open Order Book Trading

CoinList operates a periodic auction trading platform, and settles trades in a number of Digital Assets and fiat currency trading pairs. Each User's Account will list which Order Books are available to the User. The following set of Rules governs Orders placed via the open Order Books.

Orders Generally

1. To place an Order on an Order Book, a User must have an available balance of the relevant quote asset (for a buy order) or base asset (for a sell order) in their Account which is sufficient to cover the total value of the Order plus any applicable fees.
2. When a User places an Order, that quantity of the relevant base or quote asset becomes subject to a Hold.
3. A User can place the following types of Order:
   • Limit Order
   • Market Order (Buy or Sell)
   • Stop Order
   • Take Profit Order
4. A User may request to cancel any open non-Market Order at any time before it is Filled. No fees are charged for canceled Orders.

Limit Orders

1. A Limit Order is an Order to buy or sell a specified quantity of a Digital Asset at a specified price.
2. A Limit Order will only ever fill at the specified price or a better price.
3. A Limit Order with 'post-only' selected will only be posted to the Order Book if it would not have crossed in the last auction as a Taker Order. A Limit Order with 'post-only' selected will always be a Maker Order.
4. A Limit Order without 'post-only' selected will be immediately posted to the Order Book (subject to any Time in Force Instructions) and can result in a Maker Order or a Taker Order.
5. Limit Orders will be placed with the following Time in Force Instructions: Good til canceled. If posted, the Order will remain on the Order Book until canceled by the User.

Market Orders

1. A Market Order is an Order to buy or sell a specified quantity of an Asset at the best available price of existing Orders on the Order Book.
2. There is no guarantee that a Market Order will Fill or Fill at any expected price. A Market Order may Fill at a number of different prices, based on the quantity of the Market Order and the quantities of the existing Orders on the Order Book at the time or in the current auction.
3. Depending on the volume and prices of Orders on the Order Book at the time when a Market Order is posted, the Market Order may Fill at a price less favorable than the most recent trade price or quote, in some cases significantly so.
4. A valid Market Order will be immediately posted to the Order Book. A Market Order is always a Taker Order.

Stop Orders

1. A Stop Order is an instruction to post an Order to buy or sell a specified quantity of an asset but only if and when the last trade price on the Order Book equals or surpasses the Stop Price.
2. Once a Stop Order has been placed, it is considered 'active' until it executes by posting the relevant Order when the Stop Price is triggered.
3. A Stop Order is not posted to the Order Book and is not visible to other Users, but any resulting Order is posted and visible. All Stop Orders are placed without “post-only” enabled.
4. A Stop Order can be placed as a Stop Market Order, which posts a Market Order when the Stop Price is triggered, a Stop Limit Order, which posts a Limit Order when the Stop Price is triggered, or a Trailing Stop Order, which causes the stop price to be adjusted with the order's trigger price.
5. A Stop Market Order is subject to change in the same way as ordinary Market Orders. A Stop Limit Order is not guaranteed to Fill. The CoinList Site will display a warning each time a User attempts to place a Stop Order.
6. Stop Orders may be placed with the following Time in Force Instructions:
   • Good til canceled. If posted, the Order will remain on the Order Book until canceled by the User. This is the default Time in Force Instruction.
   • The CoinList Site will display a warning to Users who attempt to place an Order which would completely or partially fill at a price which is more than 5% higher or lower than the last trade price (slippage warning).
7. A Stop Market Order may be specified with either a fixed or percentage trail value, which causes the stop price to be pegged to no more than a fixed offset away from the order's trigger price (which is a fair price, index price, or last trade price, depending on the order's specified trigger type). When the trigger price moves away from the current stop price, the stop price is moved as well, thus the stop price trails the trigger price. (Note however that when the trigger price moves towards the current stop price, the stop price doesn't change, otherwise the order would never trigger.)

Take Profit Orders

1. A Take market or take limit order is the same as a stop market or limit order, but with the trigger directions reversed as follows:
   • Buy - the take profit order triggers when the trigger price is less than or equal to the stop price.
   • Sell - the take profit order triggers when the trigger price is greater than or equal to the stop price.

Posting of Orders to the Open Order Book

1. Taker Order. If an Order is posted to the Order Book at the same price as one or more existing Orders, it is a Taker Order which will result in a Fill at that price at the next auction, to the extent of the total quantity of those existing Orders.
2. Maker Order. To the extent that an Order is posted to the Order Book at a different price to all existing Orders, it is a Maker Order which will remain open at that price on the Order Book until:
   • It is canceled by the User.
   • It expires due to a Time in Force Instruction; or
   • It is completely Filled by one or more Taker Orders placed by another User at the same price.

Auction Matching Engine and Order Priority

1. To the extent CoinList's Order Book is operational, it will match Taker Orders with Open Maker Orders on each Order Book through Auctions with discrete Price-Time Priority.
2. CoinList conducts frequent discrete uniform-price sealed-bid double Auctions. In each auction, all of the outstanding orders are batched, and the aggregate demand and supply functions are computed from orders to buy and sell. In each auction, there are two cases: supply and demand cross, or they do not. If there is a cross, orders will be filled.
   • If there is an intersection between supply and demand, there will be a volume-maximizing Crossing Range of prices, s.t. the volume of the auction would be maximized if it crossed at a price in that range. The Crossing Range may be a single point (a single price), or a range of prices, or may not exist (if the supply and demand curves do not intersect).
   • If the Crossing Range consists of a single point, that will be the Crossing Price of the auction. If the Crossing Range includes a range of prices, the price closest to the midpoint of the Best Bid/Offer after the last auction is selected as the Crossing Price (in order to minimize price movement). (If there have been no previous auctions, the midpoint of the Crossing Range is used.)
   • At a given Crossing Price, there may be equal volume available on the Bid and Offer sides, or there may be an imbalance. If there is an imbalance, all of the crossing orders on the side with less volume will be filled in entirety, but some of the orders on the side with more volume will be filled only partially, or not at all.
   • Orders on the side of the imbalance are selected to be (partially) filled on the basis of Discrete Price-Time Priority. First, orders are prioritized by price -- orders with more aggressive prices (high for Bids, low for Offers) are prioritized first. Second, orders are prioritized by discrete time. The time priority of an order is determined by the number of auctions it has been available to cross in -- older orders have higher priority, but orders that were received in the same auction batch are treated as having equal priority with each other. (Note that modifying an order resets its priority.)
   • Thus, crossing orders on the side of the imbalance are divided into cohorts of equal Discrete Price-Time Priority. For a given cohort, either all of the orders in the cohort will be filled completely, or they will all be filled pro-rata, or none of them will be filled, depending on the volume to fill remaining for that cohort, after filling orders in cohorts with higher priority.
3. CoinList settles all Filled Orders immediately, by instructing its Custodian Partners to debit and credit the relevant balances of assets on behalf of both users.

Trading on CoinList RFQ Platform

Request for Quote. CoinList operates a Request for Quote (“RFQ”) trading platform and settles trades in a number of Digital Assets and fiat currency Pairs. Each User's Account will list which Digital Assets are available to the user. Users may submit Market Orders to purchase or sell a single Digital Asset (a “Buy Order” or “Sell Order”) in exchange for a fiat currency or another Digital Asset. The following set of Rules governs Orders placed via the RFQ system.

CoinList Futures and Perpetual Futures Risk Disclosure

The intention of this Risk Disclosure is to inform you that there is a risk of loss in relation to any derivative contracts referencing Digital Assets, which include futures and perpetual futures. You should not deal in, or enter into, futures or perpetual futures unless you understand the nature of the transactions you are entering into and the extent of your exposure. You should also carefully consider whether, and be satisfied that, the transactions are suitable for you in light of your circumstances and financial position. In considering whether to trade, you should also be aware of the following:

Complex Instruments

CoinList offers customers the opportunity to trade in a variety of derivative contracts on selected Digital Assets. These contracts include futures and perpetual futures and are complex and may be difficult to understand. Please note that these contracts are not suitable for all investors and you should familiarize yourself with how these contracts work as well as the risks associated with them. You should seek independent advice if required.

Leverage Risk

Derivative contracts such as futures and perpetual features are leveraged instruments. This means that a price move in the underlying asset can lead to significant gains or significant losses of your position. Digital Assets are more volatile than most other investments and therefore carry a high degree of risk. It is possible to lose your entire investment, which may result in loss of all the assets that you have deposited in your account..

Past performance No Guarantee

The past performance of any products, including those of Digital Assets as well as derivatives on Digitals Assets, is not indicative of the future performance of these products. It is not a guarantee and should not be used as guidance for future results.

Investment Risk

Investing in the Digital Asset market is speculative and involves a high degree of risk. Investments in Digital Assets and contracts, such as futures and perpetual futures, derived from digital assets may lose a substantial portion or all of their value.

Fraud, Manipulation and Theft

Digital Assets may be subject to fraud, manipulation, theft, including through hacks and other targeted schemes and clients may not benefit from legal protections.

Irreversibility of Transfers

You may lose your Digital Assets if you withdraw your Digital Assets to an incorrect or incomplete wallet address.

Liquidity Risk

Digital assets may not be liquid and you might not be able to buy/sell or open/close positions at the prices without a significant discount

Credit Risk

Derivatives, including futures or perpetual futures, are contracts entered into with a counterparty. For futures and perpetual futures, that counterparty is [CoinList Lend Panama]. If the counterparty does not perform on the underlying contract, you could lose your investment. This is true even if your investment in derivatives, including futures or perpetual futures, increased in value if your counterparty cannot or does not perform.

RFQ Orders

1. To place an Order, a User must have an available balance of the relevant trading pair in their Account which is sufficient to cover the total value of the Order plus any applicable fees.
2. When a User places an Order, that quantity of the relevant trading pair becomes subject to a Hold.
3. CoinList only supports Market Orders (Buy or Sell) through the RFQ trading platform.
4. Upon entering an Order for a specified quantity, the User will be presented with a Quote price and fees by CoinList and/or our Liquidity Partners.
5. The Quote price will be locked for 30 seconds (“Live Quote Period”) during which time, the User may accept or execute at the Quote Price or decline (Cancel) the Order. Orders Executed during the Live Quote Period will be considered final.
6. When an Order is executed by the User, that Order is Filled.
7. CoinList settles all Filled Orders immediately, by debiting and crediting the relevant balances of Assets in the User's Account.
8. Open orders unexecuted after the Live Quote Period will be considered Expired after which you must input a new Order to execute a trade. No fees are charged for expired or canceled Orders.

Definitions

In these CoinList Trading Rules, the following words and phrases have the corresponding meanings:

1. Account means a User's CoinList Account.
2. Asset means a Digital Currency or Fiat Currency.
3. Available Balance means a User's Total Asset Value less any amounts held for open orders and fees.
4. Base Asset means the Asset being traded on the Order Book; the first Asset in the Trading Pair. For example, on the BTC-USD Order Book, BTC is the Base Asset and USD is the Quote Asset.
5. Cancel-only Mode means that Users cannot place new Orders. Users are able to cancel open Orders. No Orders will be filled.
6. Digital Asset means a blockchain-based digital currency, security, app coin or protocol token which is offered for trading on CoinList.
7. Fiat currency means a government-issued currency.
8. Fill means a match of two Orders. Also referred to as an execution.
9. Full Trading Mode means normal operation of CoinList. Users can place Market Orders and Limit orders and can cancel Orders.
10. Hold means the setting aside of Assets allocated to an Order.
11. Buy Order means an Order to buy a specified quantity of an Asset at the best available price provided through CoinList.
12. Sell Order means an Order to buy a specified quantity of an Asset at the best available price provided through CoinList.
13. Limit Order means an Order to buy or sell a specified quantity of an Asset at a specified price.
14. Limit-only mode means that Users can only place and cancel Limit Orders but any Market Order will be rejected. During this mode, Limit Orders can be filled.
15. Market Order means an Order to buy or sell a specified quantity of an Asset at the best available price through the RFQ or of existing Orders on the Order Book.
16. Order means an instruction to buy or sell a specified quantity of the Base Asset at a specified price in the Quote Asset.
17. Order Book means each order book on which Orders are placed for trading in a Trading Pair.
18. Open Order means a Maker Order which has been posted but not Filled, canceled or expired, or a Stop Order which is currently active.
19. Post-only Mode means that Users can only place an Order if it would be posted to the Order Book as a Maker Order. An Order which would be posted as a Taker Order will be rejected. No Market Orders may be placed and no Orders will be filled. Resting orders may be canceled in post-only mode.
20. Price-Time Priority means that Orders with more aggressive prices (higher for Bids, lower for Offers) have priority over Orders with less aggressive prices, and that for Orders with the same price, Orders that were entered in earlier auction periods have priority over later Orders. Orders that were entered in the same auction period have equal time-priority with each other.
21. Quote Asset means the Asset in which trading is denominated on the Order Book; the second Asset in the Trading Pair. For example, on the BTC/USD Order Book, BTC is the Base Asset and USD is the Quote Asset.
22. Scheduled Downtime means a planned temporary outage for maintenance or upgrades.
23. Stop Order means an instruction to post an Order to buy or sell a specified quantity of an Asset but only if and when the last trade price on the Order Book equals or surpasses the Stop Price.
24. Stop Price means the price specified in a Stop Order.
25. Total Asset Value means the gross value of all of a User's Assets for the relevant Order Book, expressed in the Quote Asset based on the last trade price. This includes all Assets allocated to open orders.
26. User means each customer trading on CoinList.
27. Trading Halt means that Users cannot place or cancel any Orders.
28. Liquidity Partner means a certain class of User designated by CoinList eligible to execute against other User Orders on the Trading Platforms.
29. Trading Pair means each pair of a Base Asset and a Quote Asset offered on CoinList.

APPENDIX 1: PROHIBITED USE, PROHIBITED BUSINESSES AND CONDITIONAL USE

Prohibited Use

You may not use your CoinList Account to engage in the certain categories of activity (“Prohibited Uses”) including those listed in this section. The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use, or have questions about how these requirements apply to you, please contact us at https://coinlist.freshdesk.com/en/support/home. By opening a CoinList Markets Account, you confirm that you will not use your Account to do any of the following:

Unlawful Activity

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

Abusive Activity

Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information (including the use of bots or scripts); transmit or upload any material to the Site that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the CoinList Site, other CoinList Accounts, computer systems or networks connected to the CoinList Site, through password mining or any other means; use CoinList Account information of another party to access or use the CoinList Site (CoinList regards the accessing of multiple CoinList Accounts from the same device to indicate potential abusive activity); or transfer your account access or rights to your account to a third party or by purchase of a CoinList account, unless by operation of law;

Abuse Other Users

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

Fraud

Activity which operates to defraud CoinList, its users, or any other person; provide any false, inaccurate, or misleading information to CoinList (CoinList regards temporary email addresses and disposable email addresses to be forms of misleading information);

Gambling

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

Intellectual Property Infringement

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

Prohibited Businesses

In addition to the Prohibited Uses described above, the following categories of businesses, business practices, and sale items are barred from CoinList ("Prohibited Businesses"). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of CoinList involves a Prohibited Business, or have questions about how these requirements apply to you, please contact us at https://coinlist.freshdesk.com/en/support/home. By opening a CoinList Account, you confirm that you will not use CoinList Services in connection with any of the following businesses, activities, practices, or items:

Investment and Credit Services

Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; investment schemes;

Restricted Financial Services

Check cashing, bail bonds; collections agencies.

Intellectual Property or Proprietary Rights Infringement

Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder;

Counterfeit or Unauthorized Goods

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

Regulated Products and Services

Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis;

Drugs and Drug Paraphernalia

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

Pseudo-Pharmaceuticals

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

Substances designed to mimic illegal drugs

Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom);

Adult Content and Services

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

Multi-level Marketing

Pyramid schemes, network marketing, and referral marketing programs;

Unfair, predatory or deceptive practices

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

High risk businesses

Any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies of our third party providers.

Conditional Use

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

Money Services

Money transmitters, Digital Currency transmitters; currency or Digital Currency exchanges or dealers; gift cards; prepaid cards; sale of in-game currency unless the merchant is the operator of the virtual world; act as a payment intermediary or aggregator or otherwise resell any of the CoinList Services;

Charities

Acceptance of donations for nonprofit enterprise;

Games of Skill

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

Religious/Spiritual Organizations

Operation of a for-profit religious or spiritual organization.

User understands and agrees that the provisions contained in APPENDIX 1: PROHIBITED USE, PROHIBITED BUSINESSES AND CONDITIONAL USE are material and non-negotiable terms in this Agreement. User further agrees that in the event that they violate the terms contained in the aforementioned appendix, ATS has the unilateral right to ban users from the platform, freeze and/or close a users’ account, or seize the tokens that the User is storing on ATS’s platform. The aforementioned remedies are not exhaustive, ATS reserve the rights to seek and utilize other remedies that are appropriate given the circumstance surrounding the User’s violation of the material term(s).

APPENDIX 2: VERIFICATION PROCEDURES AND LIMITS

As a regulated financial service company operating in the US we are required to identify users on our platform. This ensures we remain in compliance with KYC/AML laws in the jurisdictions in which we operate, something that is necessary for us to be able to continue to offer digital currency exchange services to our customers. CoinList and our affiliates collect and verify information about you in order to: (a) protect CoinList and the community from fraudulent users, and (b) to keep appropriate records of CoinList customers, and (c) manage any transaction limitations.

All customers who wish to use CoinList Services, including the sending and receiving of Digital Assets reconciled to a blockchain, are required to establish a CoinList Account by:

• Providing your name and valid email address, password and your state and country of residence, and certify that you are 18 years or older,
• Accepting Terms of Service, onboarding confirmations, Subscriber Agreement and Privacy Policy, and
• Verifying your identity by submitting the following information (CoinList reserves the right to request additional information as needed; additional information may be requested of entities such as companies and trusts):
1. Full Name
2. Date of Birth
3. Physical address
4. Social Security Number (or identification number from a government-issued ID for certain types of customers)
5. Telephone number
• Submitting a selfie picture from your webcam or mobile phone, as may be required.
• Submit a copy of an acceptable form of identification (i.e. passport, state driver's license, or state identification card)

Users may be required to sign transactions prior to sending them to CoinList's Custodian Partner (defined below). Notwithstanding these minimum verification procedures, CoinList may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use any CoinList Service and/or before permitting you to engage in transactions beyond certain volume limits.

APPENDIX 3: E-SIGN DISCLOSURE AND CONSENT

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

Electronic Delivery of Communications

By electronically signing this Agreement, you acknowledge and agree that such electronic signature is valid evidence of your consent to be legally bound by this Agreement and such subsequent terms as may govern the use of the Platform. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your CoinList Account and your use of CoinList Services. Communications include:

• Terms of use and policies you agree to (e.g., the CoinList Subscriber Agreement, Terms of Service and Privacy Policy), including updates to these agreements or policies;
• Account details, history, transaction receipts, confirmations, and any other Account or transaction information;
• Legal, regulatory, and tax disclosures or statements we may be required to make available to you; and
• Responses to claims or customer support inquiries filed in connection with your Account.

We will provide these Communications to you by posting them on the CoinList website, emailing them to you at the primary email address listed in your CoinList profile, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification, as deemed appropriate. You accept notice by electronic means as reasonable and proper notice, for the purpose of any and all laws, rules and regulations. By giving us your consent, you accept any consequence of not reviewing the Communications in a timely manner.

Hardware and Software Requirements

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

• A device with an Internet connection;
• A current web browser that includes 128-bit encryption (e.g. Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled;
• A valid email address (your primary email address on file with CoinList);
• Multifactor Authentication enabled; and
• Sufficient storage space to save past Communications or an installed printer to print them.

How to Withdraw Your Consent

You may withdraw your consent to receive Communications electronically by contacting us at https://coinlist.freshdesk.com/en/support/home or visiting our Privacy Notice page here. If you fail to provide consent or if you withdraw your consent to receive Communications electronically, CoinList reserves the right to immediately close your Account or charge you additional fees for paper copies.

Updating your Information

It is your responsibility to provide us with a true, accurate and complete email address and your contact information, and to keep such information up to date. You understand and agree that if CoinList sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, CoinList will be deemed to have provided the Communication to you.

You may update your information by logging into your account and visiting settings or by contacting our support team at https://coinlist.freshdesk.com/en/support/home.

APPENDIX 4: STATE LICENSE DISCLOSURES

CoinList Markets LLC (“CoinList Markets”) maintains licenses to engage in money transmission activities in some states within the USA, and these licenses may impact our provision and your use of certain CoinList Markets Services depending on where you live. CoinList Markets' licenses and corresponding required disclosures can be found on the CoinList Markets Licenses Disclosure page here, which is incorporated herein by reference. For questions or complaints about CoinList Markets LLC, contact the state regulatory agencies identified in the Licenses Disclosure page or the Consumer Financial Protection Bureau at 855-411-2372, 855-729-2372 (TTY/TDD), www.consumerfinance.gov.

Please note the following disclosures associated with virtual currency:

• Virtual currency is not legal tender, is not backed by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections.
• Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of virtual currency.
• Transactions in virtual currency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
• Some virtual currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the customer initiates the transaction.
• The value of virtual currency may be derived from the continued willingness of market participants to exchange fiat currency for virtual currency, which may result in the potential for permanent and total loss of value of a particular virtual currency should the market for that virtual currency disappear.
• There is no assurance that a person who accepts a virtual currency as payment today will continue to do so in the future.
• The volatility and unpredictability of the price of virtual currency relative to fiat currency may result in significant loss over a short period of time.
• The nature of virtual currency may lead to an increased risk of fraud or cyber attack.
• The nature of virtual currency means that any technological difficulties experienced by CoinList may prevent the access or use of a customer's virtual currency.
• Any bond or trust account maintained by CoinList for the benefit of its customers may not be sufficient to cover all losses incurred by customers.
• Fiat withdrawals and deposits, once initiated, can be stopped pursuant to CoinList's policies and procedures, which follow traditional banking best practices. However, any transaction involving digital currencies, once initiated, may not be stoppable.

POTENTIAL USERS OF DIGITAL OR VIRTUAL CURRENCIES, INCLUDING BUT NOT LIMITED TO BITCOIN, SHOULD BE FOREWARNED OF A POSSIBLE FINANCIAL LOSS AT THE TIME THAT SUCH CURRENCIES ARE EXCHANGED FOR FIAT CURRENCY DUE TO AN UNFAVORABLE EXCHANGE RATE. A FAVORABLE EXCHANGE RATE AT THE TIME OF EXCHANGE CAN RESULT IN A TAX LIABILITY. PLEASE CONSULT YOUR TAX ADVISOR REGARDING ANY TAX CONSEQUENCES ASSOCIATED WITH YOUR HOLDING OR USE OF DIGITAL OR VIRTUAL CURRENCIES.

APPENDIX 5: COINLIST MARKETS BUSINESS CONTINUITY PLAN

CoinList Markets has developed a Business Continuity and Disaster Recovery Plan ("BCDRP") on how it will respond to events that significantly disrupt its business. Since the timing and impact of disasters and disruptions is unpredictable, CoinList Markets will have to be flexible in responding to actual events as they occur. With that in mind, CoinList Markets is providing you with this information on BCDRP.

Contacting Us

If after a significant business disruption ("SBD") you are unable to contact us as you usually do at https://coinlist.freshdesk.com/en/support/home, you should call our firm warm line (212) 500-1159 or go to the Firm's public website at https://coinlist.co/ for additional information.

Our Business Continuity Plan

CoinList Markets plans to quickly recover and resume business operations after an SBD and respond by safeguarding its employees and property, making a financial and operational assessment, protecting the Firm's books and records and allowing its users to transact business. In short, the Firm's BCDRP is designed to permit us to resume operations as quickly as possible, given the scope and severity of the SBD.

The Firm's BCDRP addresses: data backup and recovery; all mission critical systems; financial and operational assessments; alternative communications with users, employees, and regulators; alternate physical location of employees; critical supplier, contractor, bank and counterparty impact; regulatory reporting; and assuring its users prompt access to their funds if we are unable to continue its business.

Varying Disruptions

SBDs can vary in scope, impacting only CoinList Markets, a single building, the region, city or business district in which we are located. Within each of these areas, the severity of the disruption can also vary from minimal to severe. In the event of a disruption impacting only CoinList Markets or the building in which we are located, we will transfer operations to a local site as needed, with the expectation to recover aim to and resume business within 2 business days. In the event a disruption is wider in scope, affecting either the region, city or business district in which we are located, we will transfer our operations to a site outside of the affected area and recover and aim to resume business within 3 business days. In the event of a disruption to the our data center, we will take steps to promptly transition to a different data center and seek to recover and resume business within one business day. In any situation, CoinList Markets plans to continue its business and keep you informed through our public website ( https://coinlist.co/ ) and by email. If the SBD is so severe that it prevents us from continuing its business, we will endeavor to provide users' prompt access to their funds.

For more information

If you have questions about our BCDRP, please contact us at https://coinlist.freshdesk.com/en/support/home.