Advisory Agreement

This Investment Advisory Agreement is entered into by and between Coherence Finance (“Adviser”, “we,” or “us”) and the person listed on the attached Account Opening Documents (“Client” or “you”). Adviser and Client are also individually referred to herein as a “party” and collectively as the “parties.” 

The parties hereby agree as follows

  1. The Platform
  1. Adviser offers an online investment platform (“Platform”) available through a website and mobile application which provides information pertaining to investments in fiat and cryptocurrency assets (“Crypto Assets”). Among other things, Adviser offers various collections of Crypto Asset-related investments (each, a “Collection”) on the Platform, each of which has its own investment program including, without limitation, a description of the Collection as well as its investment objectives, guidelines, and restrictions applicable to each Collection (each, an “Investment Program”). The Platform contains detailed descriptions of the Investment Program for each Collection which can be found at www.coherence.finance/collections. Client understands that any information contained on the Platform, including any information pertaining to any Collection, is subject to change at any time, and it is Client’s obligation to review the Platform from time to time to ensure it has the most up-to-date information.
  2. Adviser authorizes Client to access and use the Platform upon the terms and conditions set forth at www.coherence.finance/terms-of-use (as amended from time to time, the “Terms and Conditions”) which are incorporated herein by reference and may be amended from time to time by Adviser without notice to Client. Client must periodically review Adviser’s website to determine if the Terms and Conditions have been amended. By continuing to access the Platform, Client is agreeing to the Terms and Conditions then in effect.

   

  1. Services. Client appoints Adviser as an Investment Adviser to provide the services described herein (the “Services”), and, upon the terms and conditions set forth in this Agreement, Adviser accepts such appointment and agrees to provide the Services upon the following terms and conditions.
  1. Adviser will make recommendations for Client in connection with potential Collection(s) in which Client may invest based on the answers to the client questionnaire previously completed by Client that provide information pertaining to the investment objectives, financial situation, sophistication and experience, and investment goals of the Client (the “Client Questionnaire”). Client acknowledges that Adviser’s recommendations are based on the answers provided by the Client in response to the Client Questionnaire, and therefore, any inaccurate or incomplete information could lead to recommendations that are not suitable for the Client. Client is free to accept or reject any of adviser’s recommendations and has sole authority and responsibility to determine which Collection(s) are appropriate for Client’s investment given the Client’s preferences. Client acknowledges that Adviser will not have any responsibility for monitoring the suitability of its recommendations for Client or updating such recommendations after making the initial recommendations. Nonetheless, if Client updates the Client Questionnaire with updated or new information, Adviser will update its recommendations, if appropriate.  
  2. Client may designate certain of its assets to be invested in one or more Collections available on the Platform. it is imperative that Client carefully review the description of the Collections on the Platform (including the description of its Investment Program) and ask any questions of Adviser prior to making any determination to invest in any particular Collection. Client agrees to periodically review the descriptions for each Collection as they may change over time, and any changes may significantly impact Client’s investment in a Collection. Adviser also reserves the right to discontinue offering any Collection at any time but will provide impacted clients prior to such discontinuance. 
  3. Once Client designates any assets for investment in a Collection, Adviser will manage any assets designated by Client for investment in the Collection based on the Investment Program for such Collection. Towards that end, Client delegates to Adviser all of its powers with regard to the investment and reinvestment of the assets designated by Client (together with all additions, substitutions, and/or alterations thereto, the “Assets”) appoints  Adviser as its attorney-in-fact, and grants Adviser limited power of attorney and discretionary trading authority over the Assets to invest and reinvest the Assets in Crypto Assets  as well as other investments (collectively, “investments”). Client acknowledges that Adviser’s management of any Client Assets invested in any Collection is expected to be accomplished principally through automated management and electronic trading. Client authorizes Adviser, without prior consultation or consent, to: (i) buy, sell, trade, exchange, and otherwise effect transactions in investments; (ii) receive any communications related to any investment transactions on behalf of the Client; and (iii) give instructions in furtherance of the authority granted herein to third parties, including, without limitation, any broker-dealer or Custodian. Client acknowledges that Adviser provides the Services through proprietary software and/or algorithms. The Adviser communicates with Clients only through the Platform. Staff of the Adviser are available for consultation with Clients about their accounts and management, but in no case will the Adviser or its staff provide any investment advice to a Client outside the Platform. 
  4. Client may designate investment guidelines or restrictions with respect to the management of its Assets invested in any particular Collection; provided that Adviser has the right to decline to manage any Client Assets if Adviser believes, in its sole and absolute discretion, that such guidelines or restrictions will alter the investment program for the Collection in such a manner that any investment objective of such investment strategy may not be adequately achieved or if such investment guidelines or restrictions would impose an undue burden on Adviser.
  5. Client acknowledges that Adviser will only be responsible for managing the Assets designed for management by Client and will not consider Client’s other assets or any need for diversification of Client’s investments. 
  6. Client agrees to provide accurate, complete, and up-to-date information necessary for Adviser to perform the Services hereunder. Client also agrees to respond to all communications and requests from Adviser in a timely fashion. Client acknowledges that Adviser cannot effectively perform the Services and fulfill its other obligations unless Client fulfills its responsibilities under this Agreement.
  7. Client may add or withdraw Assets from any Collection at any time. Upon withdrawal of any Assets from any Collection, Adviser will no longer be responsible for the management of such Assets.
  8. The Adviser reserves the right to refuse to provide Services to Client and/or to process, or to cancel or reverse, any purchases or sales of Crypto Assets in its sole discretion, even after funds have been deposited in an account: (i) if the Adviser suspects the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; (ii) in response to a subpoena, court order, or other government order; or (iii) if the Adviser reasonably suspects that the transaction is erroneous or related to prohibited business activities. In such instances, the Adviser may reverse the transaction and is under no obligation to allow the Client to reinstate a purchase or sale order at the same price or on the same terms as the cancelled transaction.


  1. Custodian. The Assets shall not be held by Adviser. As a condition of the provision of the Services by Adviser, Client agrees to open one or more accounts (“Account”) with a custodian designated by Adviser (“Custodian”). The Assets will be held in an account maintained by the Custodian. The Account will consist of funds and Crypto Assets that the Client, from time-to-time, places under the investment management of the Adviser that become part of the Account as a result of any transactions or trades described below. The Client represents that it is and will be the sole owner of all assets it places or will place in the Account. Client authorizes Adviser to give instructions to the custodian with respect to all investment decisions regarding the Assets and the custodian is hereby authorized and directed to effect transactions, deliver investments, and otherwise take such actions as the Adviser shall direct in connection with the performance of the Adviser's obligations in respect of the Assets as agreed upon by Adviser, Custodian, and Client. 


  1. Execution of Transactions. Crypto Assets are purchased through third-party exchanges. The Adviser will select and recommend, in its sole and absolute discretion, any brokers, exchanges, or custodians based on a number of factors, which could include, but not limited to, ease of administration, quality of execution, commission rates, and pre-existing agreements. The Adviser generally seeks to minimize the total price (taking into account applicable exchange fees) for each transaction. In certain cases, the Adviser may have little or no choice as to which exchange to execute a transaction on, because a Crypto Asset is only available for trading on one or a small number of exchanges. This could lead to higher costs associated with purchases or sales of Crypto Assets. Clients will pay fees to the Custodian for trading and custody of Crypto Assets, which will be charged directly to Client's Account at the Custodian. The Adviser may aggregate trading for Clients' Accounts through an omnibus account. This means that in the period immediately before and after a trade, Assets may be held in a pooled account held by the Adviser for this purpose. At all times, the Adviser tracks which Assets belong to specific Clients. No Assets attributable to a Client's Account will leave the Adviser's account with the Custodian until the Assets it is being traded for have entered the account. Aggregate orders will be allocated to Client accounts in a fair and equitable manner, as determined in the sole and absolute discretion of Adviser.


  1. Compensation. In consideration for the Services to be provided by Adviser, Client will pay to Adviser the fees described in Exhibit A. Client authorizes Adviser to deduct its fees directly from any of the Accounts under Adviser’s management. Client is encouraged to verify the calculation of any fees to ensure accuracy; the custodians will not do so. In addition to the fees described in Exhibit A, other parties will impose additional fees and charges which include, as applicable, transaction-related costs and commissions, custody fees, account termination fees, wire charges, taxes, and other fees and expenses. 


  1. Voting and Other Rights of Ownership
  1. Due to the limitations of the Custodian, the Client will not be able to receive the benefits of the governance or voting protocols of the Crypto Assets it holds in its Account. The Client retains the same right to exercise any voting rights associated with a Crypto Asset as any other customers of the Custodian. The Custodian's infrastructure does not support this capability and makes no promise of doing so in the future. The Adviser will not accept any authority to exercise any rights associated with a Crypto Asset. Clients may not benefit from any airdrops, staking, lending or other functionalities that may be available to other customers of the Custodian or to investors that hold the Crypto Assets directly. 
  2. The Adviser will not take any action or render any advice on behalf of the Client with respect to Crypto Assets and other investments that are formerly, presently or in the future held in the Account, or the issuers thereof, which were, are or become the subject of any legal proceedings (including without limitation, bankruptcy and shareholder class action lawsuits and any claims arising therefrom).


  1. Risk Acknowledgment. Adviser does not guarantee any specific level of performance for the Assets, the success of any investment strategy or investment recommendation, or the success of Adviser’s management of the Assets. Client acknowledges that the performance of the Assets is subject to various market, currency, economic, political, and business risks, and that Adviser’s investment decisions will not always be profitable. Client also understands that investments in digital assets are particularly risky given the volatility in the prices of digital assets. A description of certain important risks associated with digital asset investments can be found at [insert url or other location for risk factors] (the “Risk Disclosures”). By signing below, Client acknowledges that Client has read and understands the risks described in the Risk Disclosures and that Client could lose all amounts invested. 


  1. Client Instructions. Client agrees to provide all directions, instructions, and/or notices to Adviser in writing. Adviser will be fully protected in relying upon any direction, notice, or instruction until it has been duly advised in writing of changes therein. Client acknowledges that Adviser is not required to verify the accuracy of any instructions, directions, or notices provided by Client.


  1. Adviser Liability.
  1. To the fullest extent permitted by law, none of Adviser or its owners, officers, employees, representatives, agents, and affiliates (collectively, “Affiliates”) will be liable for any obligations, costs, fees, losses, liabilities, claims, judgments, actions, damages, and expenses, including but not limited to attorneys’ fees, expenses, and court costs (“Losses”) paid, suffered, or incurred by any party arising directly or indirectly out of (i) any breach of this Agreement by Client including any representation or warranty contained herein; and (ii) any inaccurate or incomplete information or instructions provided by Client or any third party including, without limitation, custodians, brokers, exchanges, and other service providers. 
  2. Adviser shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, act of terrorism, or the failure of the internet, electronic network, or power supply. In the event of equipment breakdowns beyond its control, Adviser shall take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.
  3. Notwithstanding the foregoing, the federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Client may have under any federal or state securities laws.
  1. Indemnification.
  1. To the fullest extent permitted by law, Client will defend, indemnify and, hold Adviser and its Affiliates harmless from all Losses paid, suffered, incurred, or sustained by Adviser or its Affiliates arising out of or in connection with (i) any breach of this Agreement by Client including, without limitation, any representation or warranty contained herein; and (ii) any inaccurate or incomplete information or instructions provided by Client or any third party including, without limitation, custodians, brokers, exchanges, and other service providers.
  2. Notwithstanding the foregoing, the federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Client may have under any federal or state securities laws.


  1. Non-Exclusivity. Adviser may render investment advice to others. Adviser and its Affiliates may take the same or similar positions in specific investments for its other Clients’ and its own accounts, as Adviser does for Client. Adviser has no obligation to purchase or sell, or to recommend for purchase or sale, any investment which Adviser or its Affiliates may purchase or sell for Adviser’s other Clients’ and Adviser’s or its Affiliates’ own accounts.


  1. Representations, Warranties, and acknowledgments. Client acknowledges that it has carefully read and understand the Client Representations, Warranties, and Acknowledgments contained in Exhibit B of this Agreement and has had all questions answered to its satisfaction. Client makes the representations and warranties contained in Exhibit B to this Agreement and agrees that if at any time any of such representations or warranties is no longer accurate, Client will immediately notify Adviser. 
  2. Death or Disability. If Client is a natural person, Client’s death, disability or incompetence will not change the terms of this Agreement. However, Client’s executor, guardian, attorney-in-fact, or other authorized representative may terminate this Agreement by giving Adviser proper written notice. Client acknowledges that the death of Client may cause the custodian to freeze activity in the Client’s Account, and therefore, Adviser may not have the ability to take actions with respect to the investment of Assets in the Account following the Client’s death until custodian re-authorizes Adviser to engage in such trading activity.
  3. Term and Termination. This Agreement will continue indefinitely unless terminated in writing as provided below. This Agreement may be terminated by Adviser immediately upon written notice to Client. Client may terminate this Agreement upon at least thirty (30) days prior written notice to Adviser. The effective date of termination (“Termination Date”) will be the date that notice is provided unless otherwise indicated in the notice of termination. Upon termination of this Agreement, Client’s Account will be closed and the Adviser will liquidate Crypto Assets held in the Client's Account into fiat currency and send the Client the resulting fiat currency plus the balance of fiat currency held in the Account, unless such liquidation or transfer is otherwise prohibited under applicable law. The termination of this Agreement will not affect: (a) the validity of any action previously taken by Adviser under this Agreement; (b) liabilities or obligations of the parties from transactions initiated before the Termination Date; or (c) Client’s obligation to pay Adviser fees (pro-rated through the Termination Date). Following the Termination Date, Adviser will have no obligation to recommend or take any action with regard to the Crypto Assets, cash, or other investments in the Account. Upon termination of this Agreement, Client will pay to Adviser any outstanding fees owed to Adviser. Sections 9, m10, and 15 will survive termination of this Agreement.


  1. CONFIDENTIAL INFORMATION.
  1. The Client acknowledges that confidential information and advice furnished by the Adviser to the Client is the exclusive and proprietary intellectual property of the Adviser which (i) shall be treated as confidential by the Client, (ii) shall not be used by the Client as the basis for effecting transactions in any accounts other than the Account, which is held by the Custodian, (iii) shall not be used by the Client for any purpose other than analysis of the Adviser's performance by the Client or by the Client's auditors, lawyers, accountants, or investment advisers (collectively, “Advisers”), and (iv) shall not be disclosed, directly or indirectly, to third parties except with the prior written consent of the Adviser. Upon the Adviser's written request, the Client shall return confidential or proprietary information of the Adviser in its possession to the Adviser. The Client agrees to cause its partners, members, shareholders, directors, officers, employees, representatives, and advisors (collectively, “Representatives”) to comply with such restrictions. The Client agrees that money damages would not be a sufficient remedy for any breach of this Section 15 by Client or its Representatives and that the Adviser shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any such breach, in addition to all other remedies available to the Adviser at law or in equity.
  2. Notwithstanding the foregoing, confidential information may be disclosed if (i) requested by or through a judicial, administrative, governmental or self-regulatory organization process, investigation, inquiry or proceeding, or as otherwise required by law (and to the extent not prohibit by applicable law, the disclosing party shall promptly inform the other party of such disclosure), or (ii) required in order for a Party to carry out its responsibilities hereunder. Notwithstanding anything to the contrary in this Agreement, the Client and the Adviser (and each Representative of the Client and the Adviser) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Client or the Adviser relating to such tax treatment and tax structure, it being understood that “tax treatment” and “tax structure” do not include the parties to a transaction.


  1. Notices. All notices in connection with this Agreement shall be in writing and personally delivered or delivered via overnight mail, with written receipt therefor, to each of the parties hereto at their addresses (including any email address) provided by one party to the other from time to time.


  1. Services Not Available Outside of the U.S. The services provided pursuant to this agreement are not being offered to, and are not available to, anyone located outside the 50 U.S. states, including U.S. citizens residing or working abroad. adviser makes no representation or warranty regarding its compliance with local laws in foreign jurisdictions, or regarding the appropriateness of the website's content or its compliance with such local laws. Client agrees to terminate this agreement upon a change in residency that would make client ineligible to receive the services provided by adviser. Adviser does not offer the services to non-resident aliens. Client’s inability to access the website in certain foreign countries could result in client’s inability to access the services provided by adviser, the account, or to provide information and preferences regarding the account. client agrees to indemnify, defend, and hold adviser and its affiliates harmless from and against any and all losses out of, relating to, or incurred as a result of the unavailability of the website from foreign countries.


  1. Entire Agreement; Amendments. This agreement (including any exhibits attached hereto and the account opening Documents) contains all oral and written agreements, representations and arrangements between the parties with respect to its subject matter, and no representations or warranties are made or implied, except as specifically set forth herein. This agreement may be amended from time to time by adviser by posting such amendment on its website. Client agrees to check the website for updates to this agreement. Client understands that by continuing to engage adviser for investment advisory services without objecting to revised terms of this agreement, client is accepting the terms of the revised agreement and will be legally bound by its terms and conditions. 


  1. This Agreement shall be deemed to have been made in the State of Illinois and any and all performance hereunder, or breach thereof, shall be interpreted and construed pursuant to the laws of the State of Illinois without regard to conflict of laws rules applied in the State of Illinois. Any dispute arising under or relating to this Agreement shall be submitted to binding arbitration in Cook County in the State of Illinois pursuant to the rules for commercial arbitrations of the American Arbitration Association. Any arbitration award shall include an award of reasonable legal fees and costs to the prevailing party. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Notwithstanding the above, any action for injunctive relief shall be commenced in any court of competent jurisdiction located in Cook County in the State of Illinois. The prevailing party in any such action for injunctive relief shall be entitled to an award of its reasonable legal fees and costs. Any Dispute arising out of or related to the terms of this Agreement are personal to the Client and the Adviser and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.


  1. Miscellaneous. No waiver of any breach of any terms of this Agreement shall be effective unless made in writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall be construed as a waiver of any subsequent breach of that term or any other term of the same or different nature. This Agreement may not be assigned by any party without prior consent of the other parties. This Agreement shall be binding upon and inure to the benefit of the parties, their successors and, subject to the above limitation, their assigns, and shall not be enforceable by any other third party. 


  1. Electronic Delivery. Client agrees to receive communications from Adviser electronically (a) via e-mail, (b) by access to a web site that Adviser will designate in an e-mail notice Adviser sends to Client at the time the information is available, or (c) to the extent permissible by law, by access to a website that Adviser will generally designate in advance for such purpose. Client acknowledges that certain communications that Adviser sends will only be delivered electronically, and no paper copies will be delivered. By sending or receiving sensitive or confidential electronic communications, Client accepts the risks and possible lack of confidentiality over the Internet. Client agrees to hold Adviser and its Affiliates free from any Losses related to or arising from the delivery of electronic communications. Client’s consent will remain effective indefinitely unless Client revokes it. If Client revokes consent to electronic delivery, Client acknowledges that Adviser cannot effectively provide the Services to Client. As such, if Client revokes consent to electronic delivery, this Agreement will be deemed automatically terminated by Client. 


By clicking the “I Accept” button below, you agree that you are entering into this Investment Advisory Agreement, which is a binding legal contract between you and Adviser and that clicking constitutes your signature on this Agreement. This agreement does not become effective until executed by Client and accepted by Adviser . By entering into this Agreement, Client is representing and agreeing that Client has read it carefully and understood its terms. You should not sign this Agreement if you have any questions about your obligations under this Agreement, the services that Adviser is agreeing to provide, or the limitations of those services. If you do have questions, please contact us at support@coherence.finance prior to signing this Agreement, and our representatives will assist you.EXHIBIT A 


Fees


For the Services to be rendered, Adviser will charge Client an asset-based fee (the “Management Fee”) equal to one percent (1.0%) per annum of the market value of the Assets managed in any Collection. 

 

The Management Fee will be billed monthly, in arrears based upon the market value of the Assets as of the last day of each month. If the Effective Date is on a date other than the first day of a month, the initial month’s fee will be prorated for the number of days during the month for which Adviser rendered Services to the Client. If this Agreement is terminated on any day other than the last day of a month, The Management Fee for that month will be prorated, based on the number of days in the month for which Adviser rendered the Services. The Management Fee will also be prorated for any additions or withdrawals of capital from any Collection during any month.

EXHIBIT B


Representations and Warranties of Client; Client Acknowledgments


  1. All information previously provided by Client (including, without limitation, any information provided in any account opening documentation and Client Questionnaire) as well as any information to be provided by Client to Adviser throughout the term of this Agreement is accurate and complete in all respects, and Client will immediately update Adviser in the event any such information provided to Adviser throughout the term of this Agreement becomes inaccurate or incomplete in any manner. 
  2. The Client, whether natural person or corporate entity, represents, warrants, and agrees that as of the date of this Agreement and throughout the term of this Agreement:
  1. The Client's execution, delivery and performance of this Agreement does not violate or conflict with any agreement or obligation to which the Client is a party or by which the Client or its property is bound, whether arising by contract, operation of law or otherwise;
  2. No governmental authorization, approvals, consents or filings are required in connection with the execution, delivery or performance of this Agreement by the Client;
  3. The Client is responsible for independently examining and understanding the tax, legal and accounting consequences related to the Client's Account;
  4. The Client is a U.S. person or entity;
  5. Amounts contributed by the Client to the Account were not and are not directly or indirectly derived from activities that may contravene U.S. federal, state or international laws and regulations, including, without limitation, anti-money laundering (“AML”) laws and regulations, such as the U.S. Money Laundering Control Act of 1986 (i.e., 18 U.S.C. §§1956 and 1957), and the laws, regulations and Executive Orders administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury (“OFAC Sanctions Programs”) (collectively, “AML/OFAC Laws”);
  6. The Client represents and warrants that the funds for the Client's investment were not directly or indirectly derived from illegal activities, including any activities that would violate U.S. federal or state laws or any laws and regulations of other countries;
  7. The Client further represents and warrants to the Adviser that the proceeds from the Account will not be used to finance any activities that may contravene any applicable laws and regulations, including AML/OFAC Laws;
  8. The Client acknowledges that U.S. federal law, regulations and executive orders administered by OFAC may prohibit the Adviser or its affiliates from, among other things, engaging in transactions with, and providing services to, persons on the list of specially designated nationals and blocked persons and persons, foreign countries and territories that are the subject of U.S. sanctions administered by OFAC (collectively, the “OFAC Maintained Sanctions”);
  9. The Client acknowledges that the Adviser prohibits the investment of funds by any persons or entities that are (I) the subject of OFAC Maintained Sanctions, (II) owned or controlled by any individual or entity that is the subject of OFAC Maintained Sanctions, (III) acting, directly or indirectly, in contravention of any applicable laws and regulations, including anti-money laundering regulations or conventions, or on behalf of persons or entities subject to an OFAC Maintained Sanction, (IV) acting, directly or indirectly, for a senior foreign political figure, any member of a senior foreign political figure's immediate family or any close associate of a senior foreign political figure, unless the Adviser, after being specifically notified by the Client in writing that it is such a person, conducts further due diligence, and determines that such investment shall be permitted, or (V) acting, directly or indirectly, for a foreign shell bank (such persons or entities in clauses (I)–(V) are collectively referred to as “Prohibited Persons”);
  10. The Client represents and warrants that he, she or it is not, and is not acting directly or indirectly on behalf of, a Prohibited Person;
  11. The Client acknowledges and agrees that the Adviser, in complying with anti-money laundering statutes, regulations and goals, may file suspicious activity reports (“SARs”) or any other information with governmental and law enforcement agencies that identify transactions and activities that such Adviser or their agents reasonably determine to be suspicious, or is otherwise required by law, and hereby absolves and holds harmless such persons or entities for such actions and disclosures;
  12. The Client acknowledges that the Adviser is prohibited by law from disclosing to third parties, including the Client, any filing or the substance of any SARs;
  13. The Client acknowledges that the Adviser may review Client account activity at any time should the Adviser reasonably believe a risk assessment is warranted, and that such review may require the Client to furnish the Advisor with additional identification or financial documents; such reviews may occur following Adviser identification of potential illicit Client account activity or inquiries by law enforcement, including National Security Letters which are administrative subpoenas issued by the United States government for national security purposes;
  14. None of (I) the Client, (II) any person or entity controlling, controlled by or under common control with the Client, (III) any person or entity having a beneficial interest in the Client or (IV) any person or entity for whom the Client is acting as agent, trustee, representative, intermediary or nominee or in any similar capacity in connection with the Account, is a person or entity named on any available lists of known or suspected terrorists, terrorist organizations or of other sanctioned persons issued by the United States government and the government(s) of any jurisdiction(s) in which the Client is doing business, including the list of Specially Designated Nationals and Blocked Persons administered by OFAC, as such list may be amended from time to time, or a person or entity with whom a U.S. person is prohibited from dealing under the laws or regulations of the United States, including the OFAC Sanctions Programs;
  15. None of (i) the Client, (ii) any person or entity controlling, controlled by or under common control with the Client, (iii) any person or entity having a beneficial interest in the Client or (iv) any person or entity for whom the Client is acting as agent, trustee, representative, intermediary or nominee or in any similar capacity in connection with the Account, has been designated by the Secretary of the Treasury under Section 311 of the USA PATRIOT Act as warranting special measures due to money-laundering concerns, or any person or entity that resides or has a place of business in, or is organized under the laws of, a country or territory that has been designated by the Financial Action Task Force on Money Laundering (“FATF”) as being a non-cooperative jurisdiction (any such country or territory, a “Non-Cooperative Jurisdiction”);
  16. None of (i) the Client, (ii) any person or entity controlling, controlled by or under common control with the Client, (iii) any person or entity having a beneficial interest in the Client or (iv) any person or entity for whom the Client is acting as agent, trustee, representative, intermediary or nominee or in any similar capacity in connection with the Account, is a current or former “senior foreign political figure” or “politically exposed person,” or an immediate family member or close associate of such an individual;
  17. The Client represents and warrants that it is not a “prohibited foreign shell bank,” nor does it receive deposits from, make payments on behalf of, or handle other financial transactions related to “prohibited foreign shell banks”
  18. The Client (i) acknowledges that the Adviser may require further identification or documentation of the Client in order to comply with applicable -laws and regulations, including AML/OFAC Laws, and (ii) agrees to provide promptly such further identification or documentation upon request by the Adviser;
  19. The Client understands that the representations, warranties, agreements, undertakings and acknowledgments made by the Client in this Agreement will be relied upon by the Adviser for its compliance with various securities and other laws;
  20. The Client certifies that either (A) the Client is not required to be registered as a futures commission merchant, introducing broker, commodity pool operator, commodity trading advisor or leveraged transaction merchant and that the Client is not an investment pool required to be operated by a registered commodity pool operator or (B) if the Client is required to be registered as a futures commission merchant, introducing broker, commodity pool operator, commodity trading advisor or leveraged transaction merchant or is an investment pool required to be operated by a registered commodity pool operator, the Client is in compliance with such requirements;
  21. The Client agrees that the compensation terms of this Agreement represent an “arms-length” arrangement and the Client is satisfied that it has received adequate disclosure from the Adviser to enable it to understand and evaluate the compensation and other terms of this Agreement and the associated risks;
  22. The Client understands and agrees that he, she or it is prohibited from investing and will not invest on the Platform through an individual retirement account or if the Client is (A) an employee benefit plan that is subject to the fiduciary responsibility standards and prohibited transaction restrictions of ERISA, (B) any plan to which Section 4975 of the U.S. Internal Revenue Code of 1986 (the “Code”) applies, (C) a private investment fund or other entity whose assets are treated as “plan assets” for purposes of ERISA and Section 4975 of the Code or (D) an insurance company, whose general account assets are treated as “plan assets” for purposes of ERISA and Section 4975 of the Code;
  23. The Client understands that (A) the Adviser and its affiliates are not responsible for any content provided about a Crypto Asset from any third party, including without limitation and any service providers or other third parties, even if that information is distributed to the Client on behalf of a third party by the Adviser, and (B) neither the Adviser nor any of its affiliates is liable for any type of loss or damage associated with information provided by a third party;
  24. Neither the Adviser nor any affiliate independently verifies information regarding the Crypto Assets;
  25. (vii)The Client (i) acknowledges that the Adviser's decision to take certain actions, including limiting access to, suspending, or closing a Client's Account, may be based on confidential criteria that are essential to the Adviser's risk management and security protocols, and (ii) agrees that the Adviser is under no obligation to disclose the details of its risk management and security procedures to the Client; and
  26. All information provided by the Client is current, true, correct and complete and may be relied upon by the Adviser and its affiliates in evaluating investor eligibility and determining whether to accept a particular client. The foregoing representations and warranties shall be continuing during the term of this Agreement, and if at any time during such term any event occurs which would make any of the foregoing representations and warranties untrue or inaccurate in any respect, the Client will immediately notify Adviser.
  1. Where the Client is a corporate entity, the Client further represents, warrants, and agrees that as of the date of this Agreement and throughout the term of this Agreement:
  1. The Client's retention of the Adviser as adviser with respect to the Account is authorized by the Client's governing documents, as applicable, and the Client will deliver to the Adviser evidence of such authority and compliance with its governing documents (if any) as the Adviser may reasonably request;
  2. This Agreement has been duly authorized by all appropriate action of the Client and when executed and delivered will be a legal, valid and binding agreement of the Client, enforceable against the Client in accordance with its terms, and the Client will deliver to the Adviser such evidence of such authority as the Adviser may reasonably require, whether by way of a certified resolution or otherwise;
  3. The Client (i) has conducted thorough due diligence with respect to all of its beneficial owners, (ii) has established the identities of all beneficial owners and the source of each of the beneficial owner's funds and (iii) will retain evidence of any such identities, any such source of funds and any such due diligence relating to its beneficial owners and, if the Client is an entity that is acting as an agent or nominee, the Client has adopted anti-money laundering procedures;
  4. The Client will notify the Adviser, in writing, of any termination, winding up, liquidation, substantial contraction, merger or consolidation of the Client; and
  5. The person executing this Agreement on behalf of a corporate entity Client has been and is duly authorized by all appropriate action of the Client to execute the Agreement on the Client's behalf, and when executed and delivered will be a legal, valid and binding agreement of the Client, enforceable against the Client in accordance with its terms.
  1. The Client shall have full responsibility for payment of all taxes due on capital or income held or collected for the Account.
  2. The Client acknowledges receipt of the Adviser's Form ADV Part 2A disclosure brochure, which is provided here: [insert url here] and the Adviser’s Form ADV Part 3 (Customer Relationship Summary), which is provided here: [insert url here], prior to entering into this Agreement.
  3. The Client is solely responsible for reading and understanding the information provided to the Client in any and all relevant documents provided to the Client regarding its investments made through the Account based on the services provided by the Adviser under this Agreement, and for reading and understanding the Adviser's disclosure Brochure (including without limitation all risk disclosure and conflicts of interest set forth in the Brochure;
  4. The Client acknowledges that the Adviser is not responsible for securities law compliance of Crypto Asset issuers, Crypto Asset exchanges, Custodians or any other third party.
  5. The Client acknowledges that the Crypto Assets available for investment on the Platform are in many cases not registered securities and consequently information regarding the Crypto Assets may be limited.
  6. The Client acknowledges that Client is responsible for making Client's own Collection selections.
  7. The Client acknowledges receipt of the Adviser's Client Privacy Notice, which is available here: www.coherence.finance/privacy-policy and is incorporated by reference and made a part of this Agreement.
  8. The Client acknowledges that Cryptocurrency is not legal tender and is not backed by the government. Cryptocurrency, (including but not limited to bitcoin and ethereum, and stablecoins such as USDC), is not subject to Federal Deposit Insurance Corporation (“FDIC”) or Securities Investor Protection Corporation protections (“SIPC”).
  9. The Client attests that any information the Client provides to Adviser in connection with the services contemplated by this Agreement, is current, accurate, truthful, and complete.
  10. The Client understands that the Client is responsible for all acts and omissions relating to the use of the Services, including all information the Client provides to Adviser through the Platform while logged in under the Client's Username and Password, and any information provided to Adviser through the email address associated with the Client’s account on the Platform. The Client understands and agrees that it is the Client's responsibility to maintain the confidentiality of the Client's Password, to store the Client's password in a secure manner, and not to share the Client's Password with any other individual. The Client agrees to log into the Client's Account regularly, to monitor for unauthorized access, and to notify Adviser immediately in writing if the Client becomes aware of any unauthorized use of Client's Username and Password. Adviser will not be liable to the Client or to any other person for any claim with respect to orders Adviser places on behalf of the Client based on any information provided without the Client's authorization through the Platform or the email address associated with Client's Account.