Research Service Agreement

This RESEARCH Services Agreement (this “Agreement”), effective October 19, 2023 (the “Effective Date”), is by and between Path Digital Advisors, LLC, a limited liability company organized under the laws of Illinois, (“Path”) and you (“Client” and together with Path, the “Parties”, and each a “Party”).

WHEREAS, Path provides research, data and other information services (collectively, the “Services”) on its research platform (the “Platform”) that are generally related to assets that are issued and transferred using distributed ledger or blockchain technology, including, but not limited to, so-called “virtual currencies,” “coins,” and “tokens” and other cryptocurrency (collectively “Crypto Assets”). From time to time, Path may also provide Services with respect to Crypto Asset securities, securities, cash and other assets (collectively, “Other Assets”).

WHEREAS, Client desires access Path’s Services and Platform under the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Path and Client agree as follows:

1. Services. Path agrees to grant Client access to the Platform and Services subject to the terms set forth herein.

2. Client Representations and Warranties. Client represents, warrants acknowledges and agrees:

(a) That all of the data and information contained on the Platform is intended to be used and must be used for informational purposes only, and is not investment advice, nor does the data and information constitute an offer to sell or a solicitation of an offer to buy any Crypto Asset or Other Asset.

(b) The data and information on the Platform have been prepared without taking into account your investment objectives, financial situation or particular needs, and Path does not and will not purport to offer any opinion with respect to the nature, potential value or suitability of any particular transaction or investment strategy.

(c) Under no circumstances shall any of the data or information on the Platform be construed as a buy or sell recommendation or investment advice of any kind, or a representation that any Crypto Asset or Other Asset is a suitable or appropriate investment.

(d) That it has been advised to and will give independent consideration to, and conduct independent investigation with regards to, the data and information on the Platform, and to obtain investment advice from its own financial, legal and tax advisors.

(e) The data and information contained on the Platform is not designed to replace Client’s own decision making process and that Client should conduct its own analysis before making any investment decision based on its own personal circumstances and it should seek financial advice in regards to the appropriateness of investing in any Crypto Assets or Other Assets, particularly given the fact that the future performance of such Crypto Assets or Other Assets is subject to risks and uncertainties that are outside of mine and Path’s control;

(f) The Services provided and made available through the Platform and Path’s website and applications, which may include some mobile applications, are the sole property of Path.

(g) That although Path is a registered investment adviser with the United States Securities Exchange Commission it will not be acting in such capacity with the respect to the Client or Services and as such, Client will not be afforded the protections provided under the Investment Advisers Act of 1940, as may be amended from time to time; nor is Path otherwise acting as an investment, legal or tax advisor or a broker or dealer with respect to the Services or Client.

(h) Nothing contained in this Agreement shall confer any investment authority or responsibility on Path or otherwise create an investment advisory relationship between Path and Client.

(i) That (i) it is at least 18 years of age and has the capacity to enter into this Agreement; and (ii) it shall furnish factual, correct, current and complete information with regards to itself as may be requested by Path during the registration process.

(i) 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 Client will deliver to Path such evidence of such authority as Path may reasonably require, whether by way of a certified resolution or otherwise.

(j) 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.

(k) The Client understands that (A) Path and its affiliates are not responsible for any content provided about any Crypto Asset or Other Asset from any third party, even if that information is distributed to the Client on behalf of a third party by Path, and (B) neither Path nor any of its affiliates is liable for any type of loss or damage associated with information provided by a third party.

(l) The Client understands that to the fullest extent permitted by law, any notices, disclosures, forms, privacy statements, reports or other communications (collectively, “Communications”), may be delivered through electronic means (including, but not limited to, by email) by Path, any of its affiliates or any third-party service providers.  All email notifications will be sent to the email address provided by the Client in this Agreement or as subsequently updated on the Platform.  The Client hereby consents to electronic delivery as described in the preceding sentences.  In so consenting, the Client acknowledges that email messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems or may be intercepted, deleted or interfered with, with or without the knowledge of the sender or the intended recipient.  Path is not responsible for computer viruses or related problems associated with the Client’s use of the Platform or Path’s website, email or any other online system.  The Client agrees to provide its current email address and promptly notify Path of any changes to his, her or its email address.

(m) The Client acknowledges receipt of Path’s privacy policy, which is attached here as Exhibit A and is incorporated by reference.

(n) Client agrees to not replicate, duplicate, copy, trade, sell, resell nor exploit for any commercial reason any part, use of, or access to the Platform, Path’s website or any information contained therein.

3. Fees.

In consideration of the provision of the Services by Path and the rights granted to Client under this Agreement, Client shall pay to Path a monthly fee of $19.99 (the “Fee”). Path may unilaterally amend the Fee; provided, that Path notifies Client at least 30 days in advance of any proposed Fee change. If Client does not terminate this Agreement after receipt of the Fee change notice, it shall be deemed to have consented to the revised Fees.

4. Platform Information.

The information on the Platform is based on information that Path believes to be accurate and reliable. Path makes no representation, express or implied, as to the accuracy or completeness of any information provided on the Platform. Further, Path is not required to update or revise any information on the Platform after it is initially disseminated. The Client acknowledges and agrees that Crypto Assets are new technology subject to considerable risk and uncertainties that are outside of the control of Path and the Client. Access to third-party materials (including without limitation websites) may be provided as a convenience to the Client but are not controlled by Path.  The Client acknowledges and agrees that Path is not responsible for any aspect of the information, content, or services contained in any such third-party materials or on any such third-party sites.

5. Services to Path Advisory Clients.

Path’s asset management division manages model portfolios for certain clients. Path has policies and procedures regarding trading decisions made in the model portfolios as well as policies to prevent insider trading and misuse of confidential information. Path and its affiliates and their partners, members, managing directors, directors, officers and employees (“Personnel”) may have multiple advisory, transactional and financial and other interests in Crypto Assets or Other Assets.  Path performs financial advisory, asset management and other advisory services for various other clients. Client acknowledges and agrees that Path and Personnel may give advice or take action with respect to Path’s asset management clients or proprietary accounts that may differ from the information contained on the Platform.

6. Termination of Agreement & Refunds.

‍Either Party may terminate this Agreement at any time; provided that if the Agreement is terminated by Client, Client’s access to the Platform will terminate at the end of the next monthly billing cycle and no refunds will be provided. For example, if Client terminates this Agreement on January 5^th, it will have access to the Platform until February 1, and will not receive a prorated refund.

7. Member Account, Username, Password and Security.

Client acknowledges that it is the sole authorized user with access to the Platform. Client shall be responsible for maintaining the secrecy and confidentiality of its password and for all activities that transpire on or within your account on the Platform. It is Client’s responsibility for any act or omission of any user(s) that access Client’s account information that, if undertaken by you, would be deemed a violation of the Path’s terms of service (“TOS”) (https://www.pathcrypto.com/terms). It shall be Client’s responsibility to notify Path immediately if you notice any unauthorized access or use of Client’s account or password or any other breach of security. Path shall not be held liable for any loss and/or damage arising from any failure to comply with this term and/or condition of the TOS.

8. Indemnification.

Client agrees to hold Path, its subsidiaries, affiliates, agents, employees, officers, partners and/or licensors blameless or not liable for any claim or demand, which may include, but is not limited to, reasonable attorney fees made by any third party which may arise from the Client’s use of the Services and Platform, violations of the TOS and/or Client’s violation of any such rights of another person. The rights and obligations of the Parties set forth in this Section 8 will survive the termination of this Agreement.

9. Warranty Disclaimers.

CLIENT HEREIN EXPRESSLY ACKNOWLEDGES AND AGREE THAT:

THE USE OF THE SERVICES AND PLATFORM ARE AT THE SOLE RISK OF CLIENT. PATH’S SERVICES AND PLATFORM SHALL BE PROVIDED ON AN "AS IS" AND/OR "AS AVAILABLE" BASIS. PATH AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE SPECIFICALLY DISCLAIMED.

ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY WAY OF THE SERVICES OR PLATFORM SHALL BE AT CLIENT’S SOLE DISCRETION AND SOLE RISK, AND AS SUCH CLIENT SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO THE USE OF SUCH INFORMATION AS WELL AS ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OF ANY SUCH INFORMATION OR MATERIAL.

PURPOSE AND NON-INFRINGEMENT.

PATH AND ITS SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO SUCH WARRANTIES THAT (i) PATH’S SERVICES OR PLATFORM WILL MEET YOUR REQUIREMENTS; (ii)PATH’S SERVICES OR PLATFORM SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT SUCH RESULTS WHICH MAY BE OBTAINED FROM THE USE OF PATH’S SERVICES OR PLATFORM WILL BE ACCURATE OR RELIABLE; (iv) QUALITY OF ANY PRODUCTS, SERVICES, ANY INFORMATION OR OTHER MATERIAL WHICH MAY BE PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES OR PLATFORM WILL MEET CLIENT’S EXPECTATIONS; AND (v) THAT ANY SUCH ERRORS CONTAINED IN THE INFORMATION CONTAINED ON THE PLATFORM SHALL BE CORRECTED.

NO ADVICE AND/OR INFORMATION, DESPITE WHETHER WRITTEN OR ORAL, THAT MAY BE OBTAINED BY CLIENT FROM PATH OR BY WAY OF OR FROM PATH’S SERVICES OR PATH SHALL CREATE ANY WARRANTY.

10. Limitation of Liability.

(a) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TWO (2) TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO PAYABLE PURSUANT TO THE TERMS OF THIS AGREEMENT.

11. Dispute Resolution and Arbitration.

(a) Binding Arbitration.  Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, the Client and Path (i) waive the Client’s and Path’s respective rights to have any and all Disputes arising from or related to the terms of this Agreement (the “Terms”) resolved in a court, and (ii) waive the Client’s and Path’s respective rights to a jury trial.  Instead, the Client and Path will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

(b) No Class Arbitrations, Class Actions, or Representative Actions.  Any Dispute arising out of or related to the Terms is personal to the Client and Path 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.

(c) Federal Arbitration Act.  The Terms affect interstate commerce and the enforceability of this Section 9 will be both substantively and procedurally governed by and construed and enforced in accordance with the federal arbitration act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.

(e) Notice.  Each party will notify the other party in writing of any Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally.  Notice to Path shall be sent by email to Path at compliance@pathcrypto.com.  Notice to the Client shall be sent by email to the then-current email address in this Agreement or associated with the Platform.  The Client’s notice must include (i) the Client’s name, postal address, email address, and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that the Client is seeking.  If the Client and Path cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either the Client or Path may, as appropriate and in accordance with this Section 9, commence an arbitration proceeding or, to the extent specifically provided for in Section 9(a), file a claim in court.

(f) Process.  Any arbitration will occur in Illinois.  Arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the American Arbitration Association (“AAA”), which are hereby incorporated by reference.  The state and federal courts located in Cook County, Illinois will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

(g) Authority of Arbitrator.  As limited by the FAA, the Terms and the applicable AAA rules, the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by the Terms.  The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

(h) Rules of AAA.  The rules of AAA and additional information about AAA are available on the AAA website.  By agreeing to be bound by the Terms, the Client either (i) acknowledges and agrees that the Client has read and understands the rules of AAA, or (ii) waives its opportunity to read the rules of AAA and any claim that the rules of AAA are unfair or should not apply for any reason.

(i) Severability of Dispute Resolution and Arbitration Provisions.  If any term, clause or provision of this section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 9 will remain valid and enforceable.  Further, the waivers set forth in Section 9(b) are severable from the other provisions of the Terms and will remain valid and enforceable, except as prohibited by applicable law.

(j) Statute of Limitations. Client acknowledges, understands and agrees that regardless of any statute or law to the contrary, any claim or action arising out of or related to the use of the Services or the Platform must be filed within 3 year(s) after said claim or cause of action arose or shall be forever barred.

12. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights in and to all documents, work product, and other materials that are delivered to Client pursuant to or under this Agreement shall be owned by Path.

13. Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

14. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other Party at its address set forth below. Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail (in each case, return receipt requested, postage prepaid) or electronic mail (delivery receipt requested). Except as otherwise provided in this Agreement, a Notice is effective if the Party giving the Notice has complied with the requirements of this Section 14.

Notice to Path:
       Path Digital Advisors, LLC
       300 S. Wacker, Suite 1200
       Chicago, IL 60606
       CC: Legal Department
       Email: compliance@pathcrypto.com
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Notice to Client: via Email given by you upon subscribing
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15. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

16. Amendments. Unless otherwise set forth herein, no amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

17. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

18. Assignment. Client may not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Path. Any purported assignment or delegation in violation of this Section 18 shall be null and void. No assignment or delegation shall relieve Client of any of its obligations under this Agreement.

19. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

20. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

SIGNATURES DEEMED OBTAINED WHEN YOU CLICKED ACCEPTANCE