The Services allow you to access Lionsoul’s tech-enabled digital asset investment platform offering access to the Lionsoul Funds and Baskets (each, as defined below) and related Services.

You must be at least 18 years of age to use the Services. By agreeing to these Terms, you represent and warrant to us that: (i) you are at least 18 years old; (ii) you have not previously been suspended or removed from the Services; and (iii) your registration and your use of the Services is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

Regulatory Compliance. You are not permitted to access the Services if you engage in any activity in violation of regulations administered by the US Office of Foreign Asset Control (“OFAC”) of the US Department of Treasury or any other relevant sanctions authorities. This includes if you: (i) are or are acting on behalf of any other person who is (or if you are an entity, you are owned or controlled by any other person who is), identified on any list of prohibited parties, including the US Treasury Department’s Specially Designated Nationals list and Foreign Sanctions Evaders list; or (ii) are located, ordinarily a resident, organized, established, or domiciled in a jurisdiction that is subject to comprehensive country-wide, territory-wide or regional economic sanctions by the United States or a US embargo. The Platform, the Services or certain aspects thereof may not be available in all regions or countries due to local regulations. For additional information, please contact customer service at [email protected].

Any Client that wishes to use the Platform, which includes participating in the separately-managed account program (the “Program”) sponsored by Lionsoul Global Advisors, LLC (the “Adviser”) and/or investing in the Lionsoul Funds, will be required to enter into a separate platform use and investment management agreement with the Adviser (each, a “Platform Use and Investment Management Agreement”). The Platform Use and Investment Management Agreement governs Client’s use of the Platform’s technology services. Further, if Client elects to participate in the Program, Client will, under the terms of the Platform Use and Investment Management Agreement, appoint and authorize the Adviser to manage a specified portion of Client’s assets according to one or more model portfolios selected by Client and designed and overseen by the Adviser or a third party. Please carefully review the Platform Use and Investment Management Agreement before using the Platform.

In connection with entering into the Platform Use and Investment Management Agreement, Client will be required to enter into a Custodial Services Agreement and a Master Purchase Agreement with BitGo Trust Company, Inc. and its affiliates (the “Custodian”). At no point in time will Lionsoul take custody, possession, or control over your assets. The Custodian will have exclusive possession of Client assets subject to the Platform Use and Investment Management Agreement.

The Platform also provides eligible clients with the opportunity to invest in pooled investment vehicles sponsored and/or advised or sub-advised by one or more of Lionsoul, the Adviser, their respective affiliates and/or certain third party investment managers (the “Lionsoul Funds”). To the extent that Client is eligible to invest and elects to invest in the Lionsoul Funds, Client’s investments in the Lionsoul Funds will be subject to separate terms and conditions outlined in the governing documents, disclosure documents and subscription agreements of such Lionsoul Fund(s).

a. Definitions. For purposes of these Terms, the following definitions apply:

• “Content” means all works of authorship of any kind, including by way of example, text, graphics, images, software, video, audiovisual, and information or other materials that are posted, provided or otherwise made available through the Services; and
• “Lionsoul Content” means the Services, our trademarks, logos, branding, and any other Content that we provide, create, or generate in connection with the Services, including proprietary rights of every kind and nature however denominated throughout the world, registered or unregistered, associated with such Lionsoul Content and the Services.

b. Our Rights. The Services are owned and operated by Lionsoul. Unless otherwise indicated, Lionsoul.com and related websites are Lionsoul Content and our proprietary property, and all computer code (including source code or object code), products, databases, functionality, software, services, usernames, designs, visual interfaces, audio, video, text, photographs, compilations, graphics, and all other elements of the Services provided by Lionsoul are protected by intellectual property and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content. Except as expressly provided in these Terms, no part of the Services and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

c. Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Services (“Feedback”), then you hereby grant Lionsoul an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and through any means now known or hereafter created, and for any purpose, throughout the universe, including to improve the Services and create other products and services. We will have no obligation to provide you with attribution or compensation for any Feedback you provide to us.

a. License to the Services. Provided that you are eligible to use the Services, and subject to your complete and ongoing compliance with these terms, Lionsoul grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (i) install and use one object code copy of any mobile or other downloadable application associated with the Services (whether installed by you or pre-installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control; (ii) access and use the Platform and related websites; and (iii) access and use the Services. We reserve all rights not expressly granted to you in and to the Services.

b. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (i) reproduce, reverse engineer, distribute, publicly display, publicly perform, or create derivative works of the Services; (ii) make modifications to the Services; or (iii) interfere with or circumvent any feature of the Services, including any security or access control mechanism. If you are prohibited under applicable law from using the Services, then you may not use it.

8.1. Respect of Third Party Rights. Lionsoul respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Services to do the same. Infringing activity will not be tolerated on or through the Services.

8.2. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Services, you may contact our Designated Agent at the following address:

Lionsoul Global Inc. Attn: Legal 160 E 106th St, Suite 900-160 Austin, Texas 78701-3659 Email: [email protected]

8.3. Procedure for Reporting Claimed Infringement. If you believe that Content residing on or accessible through the Services has been used or exploited in a manner that infringes an intellectual property right you own or control, please promptly notify us by sending a written “Notification of Claimed Infringement” to our Designated Agent identified above containing the following information:

• 8.3.1. identification and a description of the Content on the Services that is claimed to be infringing, including URLs where such Content can be found;
• 8.3.2. a description of the copyrighted work or other intellectual property right that you claim has been infringed;
• 8.3.3. your full name, address, phone number, and a valid email address at which you can be reached;
• 8.3.4. a statement that you have a good faith belief that use of the material relied upon is not authorized by the copyright or other intellectual property right owner, its agent, or the law;
• 8.3.5. a statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner; and
• 8.3.6. an electronic or autograph signature (which can be a scanned copy) of the person authorized to act on behalf of the owner of the copyright or other right being infringed.

Your Notification of Claimed Infringement may be shared by Lionsoul with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Lionsoul making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

8.4. Repeat Infringers. It is Lionsoul’s policy to: (i) remove or disable access to Content that Lionsoul believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Services; (ii) notify the user who Posted the Content to the Services, that access to such Content has been removed or disabled; and (iii) in appropriate circumstances, terminate the accounts of and block access to the Services for any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. If you find Content that you believe violates your intellectual property rights, or otherwise violates these Terms or applicable laws, please notify us in accordance with Section 8.2 (DMCA Notification).

8.5. Counter Notification. If you receive a notification from Lionsoul that material made available by you on or through the Services has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Lionsoul with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Lionsoul’s Designated Agent through one of the methods identified in Section 8.2 (DMCA Notification), and include substantially the following information:

• 8.5.1. your physical or electronic signature;
• 8.5.2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• 8.5.3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
• 8.5.4. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Lionsoul may be found, and that you will accept service of process from the person who provided notification under Section 8.2 (DMCA Notification) above or an agent of that person.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

8.6. Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Lionsoul in response to a Notification of Claimed Infringement, then Lionsoul will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Lionsoul will replace the removed user content or cease disabling access to it in 10 business days, and Lionsoul will replace the removed user content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Lionsoul’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Lionsoul’s system or network.

8.7. False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Lionsoul] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Lionsoul reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

9.1. Emails. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

9.2. Push Notifications. When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app, subject to your further approval to accept such notifications within the app. You can turn off push notifications by visiting your mobile device’s “settings” page.

10.1. Third-Party Services and Linked Websites. The Services may contain information from and links to third-party services, applications, or resources (collectively “Third-Party Materials”). We provide access to Third-Party Materials only as a convenience to you and do not have control over their content, do not warrant or endorse, and are not responsible for the availability or legitimacy of the content, products, or services on or accessible from those Third-Party Materials (including any related websites, resources, or links displayed therein). We make no warranties or representations, express or implied, about such Third-Party Materials, the third parties they are owned and operated by, the information contained on them, or the suitability of their products and services. Use of any Third-Party Materials is subject to any terms and conditions governing the Third-Party Materials. You acknowledge sole responsibility for and assume all risk arising from your use of any Third-Party Materials. Please be sure to review the terms of use and privacy policy of any third-party services before you share any information with such third-party services. Once sharing occurs, Lionsoul will have no control over the information that has been shared.

10.2. Third-Party Software. The Services may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Services are provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

We care about data privacy and security. By using the Services, you acknowledge and agree that we need to process your personal data in order to provide you with the Services. We will process your personal data in accordance with our Privacy Policy, which is incorporated into these Terms, as applicable from time to time. Our privacy policy is available on our website. Please be advised the Services are hosted in the United States. To the extent that you participate in the Program, you acknowledge that Lionsoul and the Adviser will collect and share your personal data with the Custodian for the purposes of opening your account with the Custodian. The Custodian’s use and disclosure of your personal data is subject to Custodian’s Privacy Policy (available at https://www.bitgo.com/privacy). If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, you acknowledge that your personal data will be transferred to and processed in the United States. We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

12.1. Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Services and shall terminate in accordance with Section 12.2 (Termination).

12.2. Termination. If you violate any provision of these Terms, then your authorization to access the Services and these Terms will automatically terminate. Without limiting any other provision of these Terms, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Services (including blocking certain IP or device addresses), to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms or of any applicable law or regulation. We may terminate your use or participation in the Services at any time, without warning, in our sole discretion. Client may terminate its account, the Platform Access Agreement and these Terms at any time by contacting customer service at [email protected]; provided that Client may not terminate its account or the Platform Access Agreement to the extent it still has Client assets invested in a Basket or a Lionsoul Fund.

12.3. Effect of Termination. Upon termination of these Terms: (i) your license rights will terminate and you must immediately cease all use of the Services; (ii) you will no longer be authorized to access your account or the Services; and (iii) all definitions, and Sections 6 (Ownership; Proprietary Rights), 12.3 (Effect of Termination), 15 (Dispute Resolution and Arbitration), 16 (Disclaimers; No Warranties by Lionsoul), 17 (Limitations of Liability), 18 (Indemnification), 19 (Miscellaneous), and 20 (Notice Regarding Apple) will survive. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive remedies.

13.1. Modification of the Services. Except as otherwise provided in the Platform Use and Investment Management Agreement or terms and conditions of the governing documents of a Lionsoul Fund: (i) we reserve the right to change, modify, or remove any portion of the Services at any time or for any reason at our sole discretion without notice; (ii) we have no obligation to update any information on our Services; and (iii) we will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

13.2. Availability of the Services. We cannot guarantee the Services will be available at all times. Although not offered as part of the Services, the Platform, for example, may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in network outages, failed transactions, interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

14.1. Amounts contributed by Client to the Program Account and/or a Lionsoul Fund (as applicable) were not and are not directly or indirectly derived from activities that may contravene US federal, state or international laws and regulations, including, without limitation, anti-money laundering (“AML”) laws and regulations, such as the US Money Laundering Control Act of 1986 (i.e., 18 U.S.C. §§1956 and 1957), and the laws, regulations and Executive Orders administered by OFAC (“OFAC Sanctions Programs”) (collectively, “AML/OFAC Laws”).

• 14.1.1. Client represents and warrants that the funds for Client's investment in the Program Account and/or a Lionsoul Fund (as applicable) were not directly or indirectly derived from illegal activities, including any activities that would violate US federal or state laws or any laws and regulations of other countries.
• 14.1.2. Client further represents and warrants that the proceeds from the Program Account and/or a Lionsoul Fund (as applicable) will not be used to finance any activities that may contravene any applicable laws and regulations, including AML/OFAC Laws.
• 14.1.3. Client acknowledges that US 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 US sanctions administered by OFAC (collectively, the “OFAC Maintained Sanctions”).
• 14.1.4. 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 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”).
• 14.1.5. Client represents and warrants that Client is not, and is not acting directly or indirectly on behalf of, a Prohibited Person.
• 14.1.6. Client acknowledges and agrees that the Adviser and/or the Custodian, 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 the Adviser and/or the Custodian 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.
• 14.1.7. 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.
• 14.1.8. 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 Adviser 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.
• 14.1.9. Client represents and warrants that none of (I) Client, (II) any person or entity controlling, controlled by or under common control with Client, (III) any person or entity having a beneficial interest in the Client or (IV) any person or entity for whom Client is acting as agent, trustee, representative, intermediary or nominee or in any similar capacity in connection with the Program 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 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 US person is prohibited from dealing under the laws or regulations of the United States, including the OFAC Sanctions Programs.
• 14.1.10. Client represents and warrants that none of (I) Client, (II) any person or entity controlling, controlled by or under common control with Client, (III) any person or entity having a beneficial interest in the Client or (IV) any person or entity for whom Client is acting as agent, trustee, representative, intermediary or nominee or in any similar capacity in connection with the Program 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”).
• 14.1.11. Client represents and warrants that none of (I) Client, (II) any person or entity controlling, controlled by or under common control with Client, (III) any person or entity having a beneficial interest in Client or (IV) any person or entity for whom Client is acting as agent, trustee, representative, intermediary or nominee or in any similar capacity in connection with Client’s Program 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.
• 14.1.12. 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”.
• 14.1.13. Client (I) acknowledges that the Adviser may require further identification or documentation of the Client 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.

We may, from time to time, amend these Terms. Please check these Terms periodically for changes. Except as otherwise stated, revisions to these Terms will be effective immediately; provided that we may require that you accept modified Terms to continue to use the Services.

16.1. Generally. Except as described in Section 16.2 (Exceptions) and 16.3 (Opt-Out), you and Lionsoul agree that every dispute arising in connection with these Terms, the Services, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND LIONSOUL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

16.2. Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law in aid of arbitration; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

16.3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 16 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Lionsoul Global Inc., Attention: Legal Department – Arbitration Opt-Out, 106 E. 6th St., Suite 900-160, Austin, TX 78701-3659, that specifies: your full legal name, the email address associated with your account on the Services, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Lionsoul receives your Opt-Out Notice, this Section 16 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 20.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

16.4. Arbitrator. This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the JAMS under the rules applicable to consumer disputes (collectively, “JAMS Rules”) as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.org, by calling the JAMS at +1-800-352-5267 or by contacting Lionsoul.

16.5. Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Lionsoul’s address for Notice is: 106 E. 6th St., Suite 900-160, Austin, TX 78701-3659. The Notice of Arbitration must: (i) identify the name or account number of the party making the claim; (ii) describe the nature and basis of the claim or dispute; and (iii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Lionsoul may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Lionsoul will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Lionsoul has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.

16.6. Arbitration Proceedings. Any arbitration hearings will take place in Travis County, Texas, unless you and Lionsoul both agree in writing to a different location, or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted. Any arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a telephonic or video hearing; or (iii) by an in-person hearing as established by the JAMS Rules. During the arbitration, the amount of any settlement offer made by you or Lionsoul must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

16.7. Arbitration Relief. Except as provided in Section 16.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Lionsoul before an arbitrator was selected, Lionsoul will pay to you the higher of: (i) the amount awarded by the arbitrator and (ii) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

16.8. No Class Actions. YOU AND LIONSOUL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Lionsoul agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

16.9. Modifications to this Arbitration Provision. If Lionsoul makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Lionsoul’s address for Notice of Arbitration, in which case your account with Lionsoul will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

16.10. Enforceability. If Section 16.8 (No Class Actions) or the entirety of this Section 16 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Lionsoul receives an Opt-Out Notice from you, then the entirety of this Section 16 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 20.2 (Governing Law) will govern any action arising out of or related to these Terms.

17.1. THE SERVICES, ALL MATERIALS AND CONTENT AVAILABLE ON OR THROUGH THE SERVICES AND THE PLATFORM, ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES AND THE PLATFORM IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND THE PLATFORM, AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS AS A RESULT OF YOUR USE OF THE SERVICES OR THE PLATFORM, (ii) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES OR THE PLATFORM, (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (iv) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES OR THE PLATFORM, (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES OR THE PLATFORM BY ANY THIRD PARTY, (vi) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES OR THE PLATFORM, AND/OR (vii) ANY USER’S ACTIONS OR INACTIONS WITH RESPECT TO THE USE OF THE SERVICES OR THE PLATFORM. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. ALTHOUGH THERE MAY NOT BE A PURCHASE IN THE TRADITIONAL SENSE, AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

17.2. WE ARE NOT LIABLE TO YOU AND TAKE NO RESPONSIBILITY FOR ANY USE OF DIGITAL ASSETS, YOUR WALLET (WHETHER FOR YOUR USE ON THE PLATFORM OR OTHERWISE), OR THE PLATFORM INCLUDING BUT NOT LIMITED TO (i) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (ii) SERVER FAILURE OR DATA LOSS; (iii) UNAUTHORIZED ACCESS OR USE; (iv) ANY USER’S OR UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST YOU (E.G., “RUG PULLS” OR OTHER SCAMS), THE SERVICES OR THE PLATFORM; (v) FLUCTUATIONS IN THE PRICE OF DIGITAL ASSETS; OR (vi) ANY LOSSES OR INJURY DUE TO A VULNERABILITY, FAILURE, OR DEGRADED PERFORMANCE OF SOFTWARE, BLOCKCHAINS, OR ANY OTHER FEATURES OF THE PLATFORM.

17.3. Novel and Experimental Technology. The Services and the Platform and the Custodian’s services rely on novel and experimental technology that may contain bugs, viruses, Trojan horses, or other vulnerabilities, and may be subject to hacks, phishing attempts or other malicious activity, that could result in a complete loss of the digital assets that you use in connection with the Services or the Platform. By using the Services or the Platform, you acknowledge and agree to use such a novel and experimental technology at your own risk. You further acknowledge and agree that there are certain risks native to cryptographic or blockchain-based systems, which include but are not limited to, private key security, high price volatility, technological vulnerabilities, cybersecurity attacks, and other forms of malicious activity present in the digital asset ecosystem (e.g., scams, rug pulls). Please do your own due diligence before engaging with the Services or the Platform.

17.4. Legal and Regulatory Developments.

• 17.4.1. Digital assets involve significant regulatory risks, which are detailed in the Platform Use and Investment Management Agreement, the Lionsoul Fund documentation, and Lionsoul’s Form ADV Part 2A. Please carefully review those risks before participating in the Program and/or investing in a Lionsoul Fund (as applicable).
• 17.4.2. The framework for the regulation of digital assets is rapidly evolving and subject to change. You understand that it is your responsibility to ensure that you are using the Services and the Platform in a manner that is consistent with applicable laws, rules, and regulations.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 17 (DISCLAIMERS; NO WARRANTIES BY LIONSOUL) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Lionsoul does not disclaim any warranty or other right that Lionsoul is prohibited from disclaiming under applicable law.

18.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE LIONSOUL ENTITIES (DEFINED BELOW) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR ACCESS TO OR USE OF THE SERVICES, THE PLATFORM, OR ANY MATERIALS OR CONTENT ON THE SERVICES OR THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2. EXCEPT AS PROVIDED IN SECTIONS 15.5 (COMMENCING ARBITRATION) AND 15.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE LIONSOUL ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES, THE PLATFORM, OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (i) THE AMOUNT YOU HAVE PAID TO LIONSOUL FOR ACCESS TO AND USE OF THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (ii) $100.00 USD. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

18.3. WE ARE NOT LIABLE FOR ANY FAILURE OR DELAY IN PERFORMANCE OF OUR OBLIGATIONS UNDER THESE TERMS ARISING OUT OF OR CAUSED, DIRECTLY OR INDIRECTLY, BY CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL INCLUDING WITHOUT LIMITATION ACTS OF GOD, EARTHQUAKES, FIRES, FLOODS, WARS, CIVIL OR MILITARY DISTURBANCES, ACTS OF TERRORISM, SABOTAGE, STRIKES, EPIDEMICS, PANDEMICS, RIOTS, POWER FAILURES, COMPUTER FAILURE, AND ANY SUCH CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL AS MAY CAUSE INTERRUPTION, LOSS OR MALFUNCTION OF UTILITY, COMPUTER (HARDWARE OR SOFTWARE) OR TELEPHONE COMMUNICATION SERVICE, ACCIDENTS, LABOR DISPUTES, ACTS OF CIVIL OR MILITARY AUTHORITY, OR GOVERNMENTAL ACTIONS.

18.4. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 18 (LIMITATIONS OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY SET OUT IN THIS SECTION, NOTHING SET FORTH IN THESE TERMS SHALL CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT YOU MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS.

YOUR OBLIGATION TO INDEMNIFY US FOR LIABILITIES ARISING OUT OF THESE TERMS SHALL BE GOVERNED BY THIS SECTION 19. To the fullest extent permitted by law, you agree to defend, indemnify, and hold us and our subsidiaries, affiliates, and all of our respective officers, directors, managers, members, shareholders, agents, partners, insurers, consultants and employees (collectively, the “Lionsoul Entities”), from and against every claim brought by a third party, and any related loss, damage, liability, including reasonable attorneys’ fees and expenses, due to or arising out of: (i) your use of the Services or the Platform; (ii) your breach of these Terms; (iii) any breach of your representations and warranties set forth in these Terms; (iv) your violation of the rights of a third party, including, but not limited to, intellectual; (v) any harmful act toward any other user of the Services or the Platform with whom you connected via the Services; or (vi) any dispute or issue between you and any third party. Notwithstanding the foregoing, we reserve the right, at our expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us (without limiting your indemnification obligations with respect to that matter), and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

20.1. General Terms. These Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign any or all of our rights and obligations to others at any time without notice or consent. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Services. You agree that these Terms will not be construed against us by virtue of having drafted them. Throughout these Terms the use of the word “including” means “including, but not limited to.” You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

20.2. Governing Law. These Terms are governed by and construed in accordance with the laws of the state of Texas without regard to its conflict of law principles. You and Lionsoul submit to the personal and exclusive jurisdiction of the state and federal courts located within Travis County, Texas for resolution of any lawsuit or court proceeding permitted under these Terms.

20.3. Additional Terms. Your use of the Services is subject to all additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that we may post on or link to from the Services (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

20.4. Corrections. There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

20.5. Contact Us. In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at [email protected].

20.6. No Support. We are under no obligation to provide support or administration for the Services or the Platform. In instances where we may offer support, the support will be subject to published policies.

20.7. California Users and Residents. If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of 14 Privileged and Confidential Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

20.8. Electronic Communications; E-Signature.

• 20.8.1. By using the Services, sending us emails, and completing online forms constitute electronic communications, you consent to receive electronic communications from us, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the Services. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
• 20.8.2. You hereby agree that your use of a keypad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide Lionsoul with instructions, or in accessing or making any transaction regarding any agreement, acknowledgement, consent terms, disclosures or conditions constitutes your signature (hereafter referred to as “E- Signature”), acceptance and agreement as if actually signed by you in writing. You acknowledge you are signing this Platform Access Agreement with an E-Signature. You agree your E-Signature is the legal equivalent of your manual signature on this Platform Access Agreement. You consent to be legally bound by this Platform Access Agreement’s terms and conditions. You also agree that no certification authority or other third-party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting contract between you and Lionsoul. You represent that you are authorized to execute this Platform Access Agreement for all persons who own or are authorized to access any of your accounts and that such persons will be bound by the terms of this Platform Access Agreement.

This Section 21 (Notice Regarding Apple) only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Lionsoul only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (1) product liability claims; (2) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.