These Terms of Use (the “Terms”) contain the rules and restrictions that govern your use of the Website (currently located at https://www.coherence.finance/) and any linked webpages as well as any related mobile device applications, as amended or modified from time to time (the “Website”). These Terms are a binding contract between you and Coherence Finance, Inc. and our affiliates (“Coherence,” “we,” “us,” or “our”). You must agree to and accept all of the Terms, or you do not have the right to use the Website or access any of the data, materials or other information displayed on are made available through the Website (the “Content”).

BY ACCESSING OR USING The Website, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO THESE TERMS, INCLUDING THEIR DISCLAIMERS AND LIMITATIONS OF LIABILITY. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.

Your use of the Website in any way means that you agree to all of these Terms, and these Terms will remain in effect at all times while you use the Website. These Terms include the provisions in this document, as well as those contained in Coherence’s privacy policy, as amended from time to time (the “Privacy Policy”) which is incorporated herein by reference.

We reserve the right to change the Terms at any time without directly communicating such changes to you although such changes will be posted on the Website. As a result, it is your obligation to periodically review the Website and the Terms to ensure you understand the terms for your continued use of the Website. Your continued use of the Website following the posting of any changes to these Terms constitutes acceptance of those changes.

If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and to bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

If you access the investment platform offered by Coherence through the Website (the “Platform”) and engage Coherence to provide investment advisory services to you, the relationship between you and Coherence is also subject to a separate Investment Advisory Agreement (“Advisory Agreement”) which terms are therefore incorporated herein by reference. To the extent that any of these Terms conflict with the terms of the Advisory Agreement, the terms of the Advisory Agreement shall control.

Limited License and Your Use of the Website

Subject to your complete and ongoing compliance with these Terms, Coherence grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access to and use of the Website.

You will only use the Website and access the Content for your own internal personal, non-commercial use, and not on behalf of or for the benefit of any third party without the prior written consent of Coherence.

As a condition of use, you agree not to use the Website or any Content for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by Coherence. You agree not to access or use the Website in any manner that could damage, disable, overburden, place an unreasonable load on, interfere or attempt to interfere with the proper working of, or impair, the Website, its computer systems, or the Coherence network. You agree to abide by all applicable local, state, national and international laws and regulations. A violation of any of the foregoing is grounds for termination of your right to use or access the Website and any Content.

You interact with the Website at your own risk. You understand that there is a risk that accessing the Website could potentially harm any device, applications, or systems you use to access the Website, and Coherence will not 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”) arising out of your use of the Website and the Content. You understand that communications distributed by the Website may be distributed by electronic mail, which is by its nature insecure and unreliable. Electronic mail is subject to interception, misdirection and loss. In addition, an electronic mail message may be forwarded by its intended recipient to other unintended recipients. Any recipient of an electronic message sent by the Website may access the hyper-links to files contained on the Website, as the Website does not authenticate or validate the identity or authority of any person following a hyper-link contained in any such message.

You agree to the following rules of conduct when using the Website:

• Do not access the Website through automated queries (such as by screen or database scraping, spiders, robots, crawlers, or any other automated activity with the purpose of obtaining information from the Website) without Coherence’s prior express written permission. This prohibition does not apply to search engines accessing the Website solely for web indexing purposes.
• Do not upload to or distribute through the Website any binary code, macros or other executable code, or any file that contains any viruses, malware, Trojan horses or other components designed to commandeer, limit or harm the functionality of any device.
• Do not record, process or mine information about other users, or access, retrieve or index any portion of the Website.
• Do not remove or modify any copyright or other intellectual property notices that appear on the Website.
• Do not obtain, or attempt to obtain, access to areas of the Website or our systems that are not intended for access by you.
• Do not “flood” the Website with requests or otherwise overburden, disrupt or harm the Website or its systems.
• Do not circumvent or reverse engineer any portion of the Website or its systems.
• Do not restrict or inhibit another user or users from using and enjoying the Website.
• Do not charge any person for access to any portion of the Website or any information on the Website.
• Do not assist, encourage or enable others to do any of the preceding prohibited activities.

If you post something to the Website, such as comments or other content, do not post anything that:

• infringes any third party intellectual property right, any right of privacy or publicity, or any other right of any person or entity;
• is defamatory (i.e., something that is negative and untrue about another person or entity);
• divulges another person’s or entity’s confidential or private information or trade secret;
• is fraudulent, unlawful, threatening, harassing, abusive, false, misleading, vulgar, hateful, profane, obscene, or discriminatory;
• encourages unlawful conduct; or
• contains any virus, malware, spyware or other harmful content or code.

Website Contents

Coherence owns all of the Website and the Content, including visual interfaces, interactive features, graphics, designs, databases and their data, computer code, products, software and all other elements and components of the Website. Coherence also owns the copyrights, trademarks, service marks, trade names and other intellectual and proprietary rights throughout the world associated with the Website and the Content, which are protected by copyright, trade dress, patent, trademark and other applicable intellectual property rights and laws.

You may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display, perform or in any way exploit any of the Content in whole or in part, except as expressly authorized by the applicable rights holder. Except as expressly and unambiguously provided by these Terms, Coherence does not grant you any express or implied rights, and all rights in and to the Website and the Content are retained by their holders.

Except as otherwise set forth in an Advisory Agreement between you and Coherence (if applicable), the Content on the Website is provided for informational purposes only and is not an offer to sell to any person, or a solicitation from any person of an offer to buy, any securities. You acknowledge that the Website does not contain advice of any kind, including any investment, accounting, tax or legal advice. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Website.

User Submissions

You agree as a condition of viewing the Website that any communication between you and the Website is deemed a submission. All submissions, including portions thereof, graphics contained thereon, or any of the content of the submission, shall become the exclusive property of Coherence and may be used, without further permission, for commercial use without compensation of any kind. You agree to only communicate that information to the Website, which it wishes to forever allow the Website to use in any manner as it sees fit. “Submissions” are also governed by the provisions of our Privacy Policy.

Third-Party Websites

The Website may contain links or connections to third party websites or services that are not owned or controlled by Coherence. For example, if you are a client, you may access a Client portal through a link previously provided to you or through an application hosted by Coherence and available upon request. Any client portal is a separate website. As another example, if you decide to apply for a job listed on our Website, you may be directed to a third party website through which to submit your application materials. When you access third party websites or use third party services, you accept that there are risks in doing so, and that Coherence is not responsible for such risks. Your access to and use of third-party websites is subject to the terms of use and privacy policy of those websites. We encourage you to be aware when you leave the Website and to read the terms of use and privacy policy of each third-party website or service that you visit or utilize.

Coherence has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Website. By using the Website, you release and hold us harmless from any and all Losses arising from your use of any third-party website or service.

Disclaimer of Warranties

The Website IS PROVIDED “AS IS,” AND COHERENCE: (I) MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER; (II) EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (III) DOES NOT WARRANT THAT The Website IS OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. Without limiting the generality of the foregoing, Coherence does not make any warranty of any kind with respect to freedom from patent, trademark, or copyright infringement, or theft of trade secrets and Coherence does not assume any liability hereunder for any infringement of any patent, trademark, or copyright arising from the use of the Website or rights granted or provided by Coherence here under.

YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE USE OF The Website. YOU WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF COHERENCE TO ANY THIRD PARTY. USE OF The Website IS AT YOUR SOLE RISK. COHERENCE MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON The Website.

The Services

Coherence offers the investment platform and investment advisory and other services through the Platform (the “Services”). Investing involves significant risks and potential for financial loss, including the loss of all amounts invested. You should therefore carefully consider whether trading or holding assets is suitable in light of your financial condition. By using the Services through the Website, you acknowledge and agree that you are aware of, and assume, all risks associated with any investment of your assets, and you are solely responsible for conducting your own independent analysis of the risks specific to assets, investments, and the Services. Specifically, you acknowledge that you have read the Risk Disclosures pertaining to investments in crypto assets which can be found at https://files.adviserinfo.sec.gov/IAPD/Content/Common/crd_iapd_Brochure.aspx?BRCHR_VRSN_ID=793443 in Item 8B. You are solely responsible for determining whether the Services are suitable for you given your financial objectives and circumstances. In exchange for using the Website and the Services, you hereby agree not to hold Coherence liable for any possible claim for damages arising from any decision you make based on information made available to you through the Website or the Services.

Account Registration and Requirements

Registration

When you register for the Service (“Registration”) and create an account (“Account”), we may ask you to give us certain identifying information, including non-public personal information (“Account Information”). You agree to provide true, accurate, current and complete information about yourself and your finances. You also agree not to impersonate any person or entity, misrepresent any affiliation with another person, entity or association, use false headers or otherwise conceal your identity from Coherence for any purpose. You may not transfer your Account to anyone else without our prior written permission. We agree to treat with care your Account Information that you entrust to us, in accordance with Coherence’s privacy policy. Coherence may offer you the opportunity to personalize the Service or your online experience. While certain personalization features can provide a more convenient way to access the data and features most relevant to you, be aware that “cookies” and other similar identification techniques are used to associate you with the computer or electronic device that you are using. If you access the Service from a public location or if you otherwise share a computer or electronic device, some personalization features could reveal non-public personal information about you to others. You alone are responsible for deciding whether a particular personalization feature is appropriate for you and for any consequences that result from your decision. For your protection and the protection of our other customers and Website users, you agree to maintain your Account Information (including passwords, usernames, and screen names) in strict confidence and not to share Account Information with any third party, including, but not limited to colleagues, co-workers, advisors or agents. In the event that you share your Account Information with a third party, Coherence will consider their activities to have been authorized by you. You are solely responsible for all transactions initiated, messages posted, statements made, or acts or omissions that occur within the Service through the use of your Account. You agree that Coherence is not liable for any damage or interruptions caused by any computer viruses, worms, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack or otherwise. We assume no responsibility for damage to any of your electronic devices or software or the electronic devices or software of any person you subsequently communicate with from corrupting code or data that is inadvertently passed to your electronic device. Again, you view and interact with the Website, or banners or pop-ups or advertising displayed thereon, at your own risk. You agree to immediately notify Coherence if you become aware of any loss or theft of your Account Information or any unauthorized use or acquisition of your access to the Service or any other breach of security.

Identity Verification

When registering for an Account, you agree to provide current, accurate, and complete information for all required fields on the registration page, including your full legal name, address, email address, phone number, taxpayer or government identification information, proof of identity, and bank account details, credit card numbers and/or digital wallet information. You hereby authorize Coherence, directly or through third parties, to make any inquiries we deem necessary to verify your identity, protect against fraud or other financial crime, and/or comply with our legal obligations under various anti-money laundering (“AML”) obligations, such as under the U.S. Bank Secrecy Act (“BSA”). When we carry out these required inquiries, you acknowledge and agree that your personal information may be disclosed as required to certain fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. You further authorize Coherence to take whatever action we deem required under applicable laws and reasonably necessary based upon such inquiries.

Account Usage

You are the only person authorized to use or access your Account. By registering for an Account, you agree and represent that you will use the Services only for your own personal, non-commercial use, and not on behalf or for the benefit of any third party, unless you have obtained prior approval from Coherence. you have no right to use any information on the Website in any commercial or public setting or for any commercial purpose. You have no right to broadcast, copy, save, print, sell or publish any portions of the content of the Website. By accessing the contents of the Website, you agree to this condition of access and you acknowledge that any unauthorized use is unlawful and may subject you to civil or criminal penalties. Except as expressly set forth herein, nothing contained herein shall be construed as granting to you a license under any copyright, trademark, patent or other intellectual property right of Coherence or any third party. Again, you have no rights whatsoever to use the content of, or portions of the Website, including its databases, invisible pages, linked pages, underlying code or other intellectual property the Website may contain, for any reason or for any use whatsoever. In recognition of the fact that it may be difficult to quantify the exact damages arising from infringement of this provision, you agree to compensate Coherence with liquidated damages in the amount of U.S. $100,000, or, if it can be calculated, the actual costs and actual damages for breach of this provision, whichever is greater. You warrant that you understand that accepting this provision is a condition of accessing the Website and that accessing the Website constitutes acceptance of these terms.

You further agree and represent that you will use the Services only in a manner that complies with all applicable laws. You are solely responsible for all activity that occurs under your Account or with your User ID, including any fraudulent activity.

Unless expressly authorized by Coherence in writing, you may not hyperlink the Website, or portions thereof, (including, but not limited to, logotypes, trademarks, branding or copyrighted material) to your website or any other website for any reason. Furthermore, you are not permitted to reference the URL (Site address) of the Website or any page of the Website in any commercial or non-commercial media without express permission from us, nor are you allowed to “frame” the Website. You specifically agree to cooperate with Coherence to remove or deactivate any such activities, and you shall be liable for all damages arising from violation of this provision. In recognition of the fact that it may be difficult to quantify the exact damages arising from infringement of this provision, you agree to compensate Coherence with liquidated damages in the amount of U.S. $100,000, or, if it can be calculated, the actual costs and actual damages for breach of this provision, whichever is greater. You warrant that you understand that accepting this provision is a condition of accessing the Website and that accessing it constitutes acceptance of such terms.

Representations and Warranties

You represent and warrant that:

• you are 18 years or older and you have all requisite rights and authority to use the Website and to enter into these Terms.
• You have the full authority to act to bind yourself, any third party, company or legal entity to these Terms.
• the performance of your obligations under these Terms will not violate, conflict with, or result in a default under any other agreement, including confidentiality agreements between you and third parties.
• you will use the Website and the Services for lawful purposes only and subject to these Terms.
• any information submitted to the Website or Coherence by you is true, accurate, and correct.
• you understand that, except at expressly stated in these Terms, these Terms do not grant you any license to use, reproduce, distribute, display or provide access to any portion of the Website on third-party websites, or otherwise.
• you are not a competitor of Coherence and are not using the Website or Services for reasons that are in competition with Coherence.
• if you use the Website in your capacity as an employee, owner or otherwise as an agent of another person or entity, you agree on behalf of yourself and such person or entity, jointly and severally, to be bound by these Terms.
• you will not impersonate another person or misrepresent your affiliation with another person or entity, including using another person’s name, contact information or other identifying information.
• your consent to be bound to any consents, notices, disclosures or other records or documents to be entered into between you and Coherence (“Electronic Contracts”), whether by typing your name, checking a box, pressing a button, clicking through a link, or demonstrating other intent to be bound to such Electronic Contract, shall create a legal, valid and binding contract enforceable against you in accordance with its terms.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL COHERENCE or any of its affiliates or their respective officers, agents, employees, representatives, agents, including any predecessors, successors or assigns BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION; (B) ANY Losses, IN THE AGGREGATE, IN EXCESS OF $10; OR (C) ANY Losses BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU in such circumstances.

Indemnification.

To the fullest extent allowed by applicable law, you agree to indemnify, defend, and hold Coherence, its affiliates, and their respective officers, agents, employees, representatives, agents, including any predecessors, successors or assigns harmless from and against any and all Losses arising from or in any way related to any third party claims relating to (a) your use of the Website and Content, (b) your User Submissions, and (c) your violation of applicable law or these Terms. These indemnification obligations are in addition to any indemnification obligations set forth in the Advisory Agreement.

Termination of Access

Coherence reserves the right to terminate your access to the Website at any time in its sole and absolute discretion.

Coherence reserves the right to modify, terminate and suspend the operation of any portion of or all of the Website, as well as the provision of any or all products or services via the Website, without notice or liability, at any time and for any or no reason in its sole and absolute discretion.

Assignment

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your account, in any way (by operation of law or otherwise) without Coherence’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without your consent.

Titles

Although certain individuals may be identified on the Website as “Partners,” such titles reflect business usage that is customary within the industry and are not intended to indicate that any such individual is actually a partner or general partner of any partnership as those terms are used for legal purposes.

Governing Law; Arbitration

These Terms are governed by and will be construed under the laws of the State of Illinois, without regard to the conflicts of laws provisions thereof. Any dispute, controversy or claim arising out of or in connection with or relating to your use of the Website or these Terms, or any breach or alleged breach these Terms, shall be submitted to a single arbitrator and settled by binding arbitration pursuant to the Commercial Rules then in effect of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Cook County in the State of Illinois. Judgment upon the award may be entered in any court of competent jurisdiction in the State of Illinois. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE ARISING OUT OF, UNDER OR IN CONNECTION WITH THESE TERMS.

Miscellaneous

You and Coherence agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Coherence, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, except an Advisory Agreement if you are a party to one. Coherence may modify these terms as provided herein. These Terms may not be modified, amended, terminated or waived, in whole or in part, by you except by a written instrument signed by Coherence. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. Nothing in these Terms is intended to, nor will be deemed to, confer rights or remedies upon any third party.

If you have any questions, comments, or concerns regarding these Terms or the Website, please contact us at support@coherence.finance.