STOIC USER AGREEMENT

This Stoic User Agreement (“Agreement”) is made between you and us (each a “Party” and together the “Parties”) and governs your use of our services through our website or mobile application (“Service”).

You will carefully read and accept the terms and conditions of this Agreement before electronically signing it. You understand that electronically signing this Agreement is the legal equivalent of your manually signing this Agreement, and you will be legally bound by its terms and conditions in their entirety.

  1. APPOINTMENT AND MANDATE

1.1. You appoint us to manage your crypto funds (“Crypto Funds”), and we accept the appointment and undertake to manage the Crypto Funds for your benefit in exchange for a fee.

1.2. We will manage the Crypto Funds on a discretionary basis. All income, profit and loss resulting from the management of the Crypto Funds will be for your account unless stated otherwise in this Agreement.

1.3. We will not provide:

a. comprehensive financial planning services, and our services are not a complete investment program;

b. tax, accounting or legal advice; and

c. custody of the Crypto Funds.

1.4. You are encouraged to consult with your own tax advisor regarding any tax consequences related to the Crypto Funds.

2. FUNDS TRANSFER PROCEDURE

2.1. You will open a separate account (“Account”) with the cryptocurrency exchange Binance (https://www.binance.com/) and transfer the Crypto Funds allocated for management by us to that Account. You will inform us of opening the Account by communicating a unique Account identifier to us and provide the API keys to the Account to us. We must be able to execute trade orders using such API keys, but will not be able to withdraw the Crypto Funds from the Account.

2.2. We will be the sole manager of the Crypto Funds in the Account, and you will not provide access or API keys to the Account to any other party. You understand that any trades you make on the Account of your own accord will grant us the right to terminate this Agreement, which right we may exercise in our discretion.

2.3. We may furnish a copy of this Agreement to Binance or other relevant counterparty as evidence of our authority to act on your behalf in relation to the Account.

3. MANAGEMENT FEE

3.1. In exchange for our account management services, you will pay us a management fee equal to 5% of the average daily balance of Crypto Funds in the Account over a 12-month period (“Management Fee”). No later than 10 days after you open the Account and deposit the initial Crypto Funds, you will pay us an upfront fee of 5% of the initial Crypto Funds (“Upfront Fee”), which Upfront Fee will be credited toward the Management Fee due at the close of the 12-month period after Account opening. You will pay us the Management Fee no later than 10 days after we invoice you for it at the end of each such 12-month period.

3.2. If technically feasible, you will delegate to us the duty to transfer the Upfront Fee and Management Fee in the cryptocurrency and to the account we designate for this purpose from your Account.

3.3. The base currency to calculate the Upfront Fee and Management Fee will be Thether (“USDT”). If Crypto Funds are initially contributed in a currency other than Thether, we will calculate the value of such contributed Crypto Funds in Thether at the then-prevailing exchange rate on Binance.

3.4. We have the right to pass on any fees to you that are charged by Binance or other cryptocurrency exchanges, brokers, market-makers, liquidity providers, or other types of cryptocurrency counterparties, trading venues, or intermediaries on transactions related to performing our services under this Agreement.

4. YOUR REPRESENTATIONS AND OBLIGATIONS

4.1. You represent that you have obtained the Crypto Funds and the funds used to acquire the Crypto Funds by lawful means, and that the Crypto Funds are free from all claims, liens, charges, pledges, mortgages, trust, equities and other encumbrances that may limit our ability to manage the Crypto Funds. You further represent that the Crypto Funds do not have a criminal origin, and in particular do not constitute the proceeds of drug money laundering, a criminal association or a terrorist activity.

4.2. The information you have provided to us is accurate and complete, and you will promptly notify us of any change in such information. You consent to the disclosure of any such information, and any other information furnished to us, to any governmental authority, self-regulatory organization or, to the extent required by law, to any other person.

4.3. You, or an advisor or consultant relied upon by you in reaching a decision to enter into this Agreement, have such knowledge and experience in financial, tax and business matters as to enable you or such advisor or consultant to evaluate the merits and risks of entering into this Agreement and to make an informed decision with respect to entering into this Agreement.

4.4. You acknowledge and are aware that there can be no assurance that we will generate a positive return from managing the Crypto Funds, and that the value of the Crypto Funds may go down.

4.5. You have adequate means to provide for your current cash needs and possible contingencies, and your financial condition is such that you can afford to bear all risks associated with entrusting us with the management of the Crypto Funds, including the risk of total loss of the Crypto Funds.

4.6. If you are a natural person, you are qualified to enter into this Agreement and have the legal capacity to execute, deliver and perform under this Agreement. If you are a corporation, partnership, limited liability company, trust or other entity, you are authorized and qualified to enter into this Agreement and otherwise to comply with your obligations under this Agreement; the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so; and this Agreement has been duly executed and delivered on your behalf and is a valid and binding agreement enforceable against you in accordance with its terms. In addition, you will, upon our request, deliver any documents, including an opinion of your counsel, evidencing your existence, the legality of acquiring the Crypto Funds, and the authority of the person executing this Agreement on your behalf.

4.7. You are fully informed as to (i) the legal and regulatory requirements within your own state or country for the purchase of the Crypto Funds, (ii) any foreign exchange restrictions applicable to you, and (iii) any relevant tax considerations relating to you arising out of the tax laws applicable to you. You further represent that our services under this Agreement do not constitute a regulated activity in the jurisdiction where you reside and require no permits or licenses.

4.8. You represent that, to the best of your knowledge, you:

a. are not a country, territory, individual or entity named on any Sanctions List;

b. do not deal with any third party named on any Sanctions List; or

c. are not operationally based or domiciled in a country or territory in relation to which current sanctions have been issued by the United Nations, United States, European Union, or the United Kingdom.

4.9. You agree that, upon our request, you will provide the requested information to satisfy applicable anti-money laundering laws and regulations, including your anti-money laundering policies and procedures, background documentation relating to your directors, trustees, settlors and beneficial owners, and audited financial statements, if any.

4.10. You acknowledge and represent that you have reached out to us on your own initiative and that we have not been engaged in any sort of active marketing or promotion in the jurisdiction where you reside.

5. TERM AND TERMINATION

5.1. This Agreement will remain in force until terminated by you or us.

5.2. You or we may terminate the Agreement by providing at least 10 days’ prior written notice of such termination.

5.3. If you withdraw or change the API keys to the Account so as to make it inaccessible to us, we will have the right to terminate this Agreement, which right we may exercise in our discretion.

5.4. If you or we terminate this Agreement, we will return to you all Crypto Funds held by us, less any applicable fees accrued as of the last date of the Agreement.

6. TAX LIABILITY AND COSTS

6.1. You are responsible for the payment of taxes on any income you derive under this Agreement. We will not be liable for the payment of any taxes, social contribution payments or similar payments that you have to pay.

7. SCOPE OF OUR LIABILITY

7.1. We will not be liable to you for any loss of the Crypto Funds caused by any third party’s hacking of the Account or Binance.

7.2. We will not be liable for the default of any counterparty, bank, broker, custodian, sub-custodian, exchange or other third party which holds or processes the Crypto Funds or documents of title pertaining to the Account on our behalf or with or through whom transactions are arranged, conducted, completed or settled in relation to the Account.

7.3. In the absence of willful misfeasance, bad faith, or gross negligence on our part, or reckless disregard of our obligations and duties under this Agreement, we will not be subject to any liability to you for any act or omission in the course of, or connected with, rendering services under this Agreement. We are not bound by any fiduciary or loyalty duties to you while managing the Crypto Funds.

8. INDEMNIFICATION

8.1. You agree to indemnify, compensate, defend and hold harmless us, our partners, stockholders, members, directors, officers, employees, affiliates, agents and any person who controls such persons and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including reasonable attorney’s fees and the reasonable cost of investigation) which we or any such person may incur, insofar as such loss, damage, expense, liability or claim arises out of or is based upon: (a) any untrue statement or alleged untrue statement of a material fact or breach by you of any representation or warranty contained in this Agreement; (b) your failure to perform, when and as required, any agreement, obligation, duty or covenant contained in this Agreement; or (c) your failure to comply with applicable laws, rules or regulations of any governmental entity or any self-regulatory organization to the extent they relate to the subject matter of this Agreement.

9. MISCELLANEOUS PROVISIONS

9.1. Successors and Assigns. This Agreement will be binding on the Parties’ successors and assigns.

9.2. Modification. We may modify or amend this Agreement from time to time. If we do so, we will post the new version of this Agreement on our website and mobile application and notify you of the changes.

9.3. Waiver. No waiver will be implied from our conduct or failure to enforce rights. Our exercise of any right or remedy provided in this Agreement will be without prejudice to the right to exercise any other right or remedy provided by law or equity, except as expressly limited in this Agreement.

9.4. Notices. All notices and other communications required or permitted by this Agreement to be in writing will be effective upon receipt, which must be acknowledged by the receiving Party, and must be sent by e-mail to us at stoic@cindicator.com. Legal notices sent to any other address will not satisfy any legal requirement that you provide notice to us. All notices and other communications to you may be given by email to your email address that you provided when registering for the service. The notices and communications from us will be deemed to have been duly given and effective upon transmission. You acknowledge that you have control of the email account provided to us, and that communications from us may contain sensitive and confidential communications. If your registered email address changes, you must update it by following instructions on how to do so within the service.

9.5. No Third-Party Beneficiaries. This Agreement has been entered into for the sole benefit of the Parties and does not confer any benefits on any third parties.

9.6. Governing Law. This Agreement and all actions arising out of or in connection with this Agreement will be governed by and construed in accordance with the laws of the state of New York, USA, excluding its conflict-of-laws provisions.

9.7. Resolution of Disputes. BY ELECTRONICALLY EXECUTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US.

9.8. In this Arbitration Section:

9.9. “Claim” means any dispute, claim, or controversy (whether based on contract, tort, intentional tort, constitution, statute, ordinance, common law, or equity, whether pre-existing, present, or future, and whether seeking monetary, injunctive, declaratory, or any other relief) arising from or relating to this Agreement or the relationship between us and you (including claims arising prior to or after the date of the Agreement, and claims that are currently the subject of purported class action litigation in which you are not a member of a certified class), and includes claims that are brought as counterclaims, crossclaims, third party claims or otherwise, as well as disputes about the validity or enforceability of this Agreement or the validity or enforceability of this Arbitration Section.

9.10. Any Claim will be resolved by binding arbitration administered by the American Arbitration Association or JAMS, under the applicable arbitration rules of the administrator in effect at the time a Claim is filed (“Rules”). Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. You can obtain the Rules and other information about initiating arbitration by contacting the American Arbitration Association at 1633 Broadway, 10th Floor, New York, NY 10019, www.adr.org; or by contacting JAMS at 1920 Main Street, Suite 300, Irvine, CA 92614, (949) 224-1810, www.jamsadr.com. The email for serving any arbitration demand or claim on us is stoic@cindicator.com.

9.11. Claims will be arbitrated by a single, neutral arbitrator, who will be a retired judge or a lawyer with at least ten years’ experience.

9.12. Any in-person arbitration hearing will be held in the city with the federal district court closest to your residence, or in such other location as you and we may mutually agree. The arbitrator will apply applicable substantive law consistent with the Federal Arbitration Act, 9 U.S.C. §§ 1-16, and, if requested by either Party, provide written reasoned findings of fact and conclusions of law. The arbitrator will have the power to award any relief authorized under applicable law. Any appropriate court may enter judgment upon the arbitrator’s award. The arbitrator’s decision will be final and binding except that: (1) any Party may exercise any appeal right under the FAA; and (2) any Party may appeal any award relating to a claim for more than $100,000 to a three-arbitrator panel appointed by the administrator, which will reconsider de novo any aspect of the appealed award. The panel’s decision will be final and binding, except for any appeal right under the FAA.

9.13. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims. The arbitrator will have no power to arbitrate any Claims on a class action basis or Claims brought in a purported representative capacity on behalf of the general public, other borrowers, or other persons similarly situated. The validity and effect of this paragraph (e) will be determined exclusively by a court, and not by the administrator or any arbitrator.

9.14. If any portion of this Arbitration Section is deemed invalid or unenforceable for any reason, it will not invalidate the remaining portions of this section. The terms of this Arbitration Section will prevail if there is any conflict between the Rules and this section.

9.15. YOU AND WE AGREE THAT, BY ENTERING INTO THIS AGREEMENT, THE PARTIES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND WE ACKNOWLEDGE THAT ARBITRATION WILL LIMIT OUR LEGAL RIGHTS, INCLUDING THE RIGHT TO PARTICIPATE IN A CLASS ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO CONDUCT FULL DISCOVERY, AND THE RIGHT TO APPEAL (EXCEPT AS PERMITTED IN PARAGRAPH (d) OR UNDER THE FEDERAL ARBITRATION ACT).

9.16. You and we acknowledge and agree that the arbitration agreement set forth in this Arbitration Section is made pursuant to a transaction involving interstate commerce, and thus the Federal Arbitration Act will govern the interpretation and enforcement of this Arbitration Section. This Arbitration Section will survive the termination of this Agreement.

9.17. In the event that a dispute does not proceed to arbitration, this Agreement and all other aspects of your use of the Service will be governed by and construed in accordance with the laws of the United States and, to the extent applicable, to the laws of the State of New York, without regard to its conflict-of-laws principles. You agree that you will notify us in writing of any claim or dispute concerning or relating to the Service and the information or services provided through it, and give us a reasonable period of time to address it before bringing any legal action, either individually, as a class member or representative, or as a private attorney general, against us.

9.18. Attorney’s Fees. If a Party files any claim under or related to this Agreement, the prevailing Party in that dispute will be entitled to recover from the losing Party all fees, costs, and expenses incurred as a result of resolving that claim, including reasonable attorney’s and accountant’s fees.

9.19. Force Majeure. Neither Party will be liable to the other Party for any delay or failure in performance under this Agreement due to causes beyond the reasonable control of the Party unable to perform, but only if those causes could not have been prevented by reasonable precautions and could not have been circumvented through the use of reasonable alternative sources, workaround plans, or other means. These causes include strikes, shortages, failure of suppliers, riots, insurrection, fires, floods, storms, earthquakes, acts of god, war, governmental action, labor conditions, global pandemics, and power outages.

9.20. Severability. If any of the provisions of this Agreement are or become illegal, unenforceable, or invalid (in whole or in part for any reason), the remainder of this Agreement will remain in full force and effect without being impaired or invalidated.

9.21. Survival. Termination of this Agreement does not release any Party from liabilities or obligations set forth in the Agreement which (a) the Parties have expressly agreed would survive termination or (b) remain to be performed.

9.22. Counterparts. This Agreement has been executed in two counterparts, each an original, one for each Party.

9.23. Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the matters contained in it and supersedes all previous agreements and undertakings of the Parties relating to the same subject matter.

SIGNED ELECTRONICALLY BY THE PARTIES