Zingeroo Crypto Customer Agreement

 

In consideration of Zingeroo Crypto LLC and its affiliates, agents, and assigns (collectively, “Zingeroo Crypto,” “You” and/or “Your”) opening one or more accounts (“My Account(s)” or the “Account(s)”) on My behalf, I represent and agree with respect to all Accounts, to the terms set forth below (the “Agreement”). I further understand that by entering into this Agreement, I am instructing You to share My information with Apex Crypto LLC (“Apex Crypto”) and establish an Account with Apex Crypto on My behalf. When used in this Agreement, the words “I”, “Me”, “My”, “Mine”, “Myself”, “We” and/or “Us” mean the owner(s) of the Account. When used in the Agreement, the word “federal” means the United States of America.

I understand that the Zingeroo trading platform, accessible via Zingeroo’s website and mobile application (the “Platform”) is made available and operated by Zingeroo Crypto and Z-Squared Securities LLC (“Z-Squared”), Zingeroo Crypto’s affiliated broker-dealer registered with the Securities and Exchange Commission (“SEC”) and member of the Financial Industry Regulatory Authority Inc. (“FINRA”). The services offered by Zingeroo Crypto and Z-Squared are provided by Apex Clearing Corp (“Apex”) and Apex Crypto, and are governed by the terms of that certain Apex Customer Agreement between Myself and Apex (the “Apex Customer Agreement”) and that certain Apex Crypto Customer Agreement between Myself and Apex Crypto (the “Apex Crypto Customer Agreement,” and together with the Apex Customer Agreement, the “Apex Agreements”). For the avoidance of doubt, I understand that this Agreement solely governs My relationship with Zingeroo Crypto as it relates to the services provided under this Agreement.

By entering into this Agreement, I also agree to the terms of the Zingeroo Terms and Conditions and Privacy Policy, the Apex Crypto Terms and Conditions and Privacy Policy, Apex Crypto Legal Disclosures (together, the “Account Agreements and Disclosure Documents”), which are incorporated by reference and constitute part of this Agreement.

In addition, I may, in the future, receive from You, supplemental disclosures, terms, and agreements that pertain to certain account types, features, or services. References to this Agreement include such supplemental disclosures, terms, and agreements. I agree to read this Agreement and all incorporated disclosures, terms, and agreements carefully and retain copies for My records.

I UNDERSTAND THAT THE TERMS AND CONDITIONS OF THIS AGREEMENT GOVERN ALL ASPECTS OF MY RELATIONSHIP WITH ZINGEROO CRYPTO REGARDING MY ACCOUNTS. I WILL CAREFULLY READ AND ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE I SIGN THIS AGREEMENT OR CLICK [“SUBMIT”] OR OTHER SIMILARLY WORDED BUTTON. IF I HAVE ANY QUESTIONS ABOUT ANY OF THE PROVISIONS IN THIS AGREEMENT, I WILL EMAIL support@zingeroo.com OR CALL ZINGEROO CRYPTO AT 619-391-2949. I UNDERSTAND THAT ELECTRONICALLY SIGNING THIS AGREEMENT, IT IS THE LEGAL EQUIVALENT OF MY MANUALLY SIGNING THIS AGREEMENT AND I WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS IN THEIR ENTIRETY. BY ENTERING INTO THIS AGREEMENT, I ACKNOWLEDGE RECEIPT OF THE ZINGEROO CRYPTO PRIVACY STATEMENT. 

I UNDERSTAND THAT THIS AGREEMENT MAY BE AMENDED FROM TIME TO TIME BY ZINGEROO CRYPTO, WITH REVISED TERMS POSTED ON WITH REVISED TERMS POSTED ON THE PLATFORM. I AGREE TO CHECK FOR UPDATES TO THIS AGREEMENT. I UNDERSTAND THAT BY LOGGING INTO MY ACCOUNT AND CONTINUING TO MAINTAIN MY ACCOUNT WITHOUT OBJECTING TO ANY REVISED TERMS OF THIS AGREEMENT, I AM ACCEPTING THE TERMS OF THE REVISED AGREEMENT AND I WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. I UNDERSTAND THAT I SHOULD THEREFORE READ THIS AGREEMENT FROM TIME TO TIME AND THAT MY AFFIRMATIVE ASSENT TO ITS TERMS, AS AMENDED, MAY BE REQUESTED OF ME AS A CONDITION OF LOGGING INTO MY ACCOUNT.  I UNDERSTAND THAT IF I DO NOT AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT AND ALL OF ITS TERMS AND CONDITIONS (AS AMENDED FROM TIME TO TIME), I SHOULD NOT LOG INTO MY ACCOUNT. IF I REQUEST OTHER SERVICES PROVIDED BY ZINGEROO CRYPTO THAT REQUIRE ME TO AGREE TO SPECIFIC TERMS AND CONDITIONS ELECTRONICALLY (THROUGH CLICKS OR OTHER ACTIONS) OR OTHERWISE, SUCH TERMS AND CONDITIONS WILL BE DEEMED AN AMENDMENT AND WILL BE INCORPORATED INTO AND MADE PART OF THIS AGREEMENT. 

THE TRADING OF DIGITAL ASSETS AND CRYPTOCURRENCIES (“CRYPTOCURRENCIES”) INVOLVES SIGNIFICANT RISK. BY ENTERING INTO THIS CUSTOMER AGREEMENT, I ACKNOWLEDGE THAT I HAVE RECEIVED THE APEX CRYPTO LEGAL DISCLOSURES WHICH INCLUDE CRYPTOCURRENCY RISK DISCLOSURES.

1. Capacity and Status.

(a) If an individual, I am of legal age under the laws of the jurisdiction where I reside and authorized to enter into this Agreement. If an entity, I am duly formed, validly existing and in good standing in My jurisdiction of organization, have full power and authority to enter and perform this Agreement, and the persons signing the Agreement are fully authorized to act on My behalf. No person, except Myself (or any person named in a separate agreement or joint account), has any interest in the Account opened pursuant to this Agreement.

(b) Non-Domestic Customers.

Zingeroo Crypto makes its services available to persons and businesses in countries where it is not otherwise prohibited. Zingeroo Crypto does not solicit any non-domestic persons or businesses. If I am a non-domestic person or business, I must explicitly acknowledge and confirm that I have not been solicited by Zingeroo Crypto prior to becoming a customer of Zingeroo Crypto (a “Non-Domestic Customer”). To the extent that I am a Non-Domestic Customer, I understand and acknowledge that You also may conduct more extensive due diligence and require additional identity documentation for Non-Domestic Customers. All Non-Domestic Customers must complete and provide to Zingeroo Crypto an appropriate Form W-8 and its certification. In order for a Non-Domestic Customer to keep an account open, a Non-Domestic Customer must keep an appropriate Form W-8 current and no less than every 36 months, re-certify that the information on the appropriate Form W-8 is correct and accurate. I acknowledge and understand that any failure to satisfy the aforementioned obligations may, at Zingeroo Crypto’s sole discretion, result in the restriction and/or termination of My Account.

(c) I understand that if I attempt to access My Account from a jurisdiction subject to certain U.S. sanctions, or from a jurisdiction where Zingeroo Crypto is not authorized to provide the services hereunder, or if I am ordinarily resident in such a jurisdiction, or if Zingeroo Crypto reasonably believes that I am attempting such access, or have become a resident in such a jurisdiction, You may restrict My Account, and any pending orders may be cancelled. If this happens, I understand that I should contact support@zingeroo.com and that I may be asked to provide supplemental information as part of this process. I further understand that I must close all Accounts before establishing residency in any jurisdiction subject to U.S. sanctions or where Zingeroo Crypto is not authorized to provide the services to Me.

2. My Representation and Warranties.

I represent and warrant that:

(a) I am at least eighteen (18) years old and have the legal capacity to enter into this Agreement and am a resident in a jurisdiction in which Zingeroo Crypto is authorized to provide Me services;

(b) The Account is not maintained by a current or former Politically Exposed Person or Public Official (includes U.S. and Foreign Individuals);

(c) This Account is not maintained by a Foreign Financial Institution as defined by Title 30 of the Code of Financial Institution as defined by Title 30 of the Code of Federal Regulations;

(d) This Account is not a Foreign Bank organized under foreign law and located outside of the United States as defined by Title 31 of the Code of Federal Regulations;

(e) I have not been identified as a Specially Designated National or placed on any sanctions list by the U.S. Treasury Department’s Office of Foreign Assets control, the U.S. Commerce Department, or the U.S. Department of State and I will not use the services offered to Me under this Agreement for any illegal or illicit activity;

(f) I have carefully reviewed, understand and agree to the terms and provisions of the Account Agreements and Disclosure Documents;

(g) All information provided in this application is accurate. You can rely on and are authorized to verify this information, and I will promptly notify You of any changes;

(h) I consent to receive all future Account information electronically;

(i) By signing below electronically, it is equivalent to My written signature, and I understand that I am entering into legal agreements;

(j) I acknowledge and agree that Zingeroo Crypto did not directly solicit me to open an Account;

(k) The information I have provided in this application is accurate; and

(l) I agree to notify you promptly regarding any change in the information provided on this application.

3. Authorization.

I understand that My Account is self-directed. Accordingly, I appoint You as My agent for the purpose of carrying out My directions to You in accordance with the terms and conditions of this Agreement and any attendant risks with respect to the purchase or sale of Cryptocurrency. You are authorized to open or close My Accounts, place and withdraw orders and take such other steps as are reasonable to carry out My directions. All transactions will be effected only on My order or the order of My authorized delegate. I understand Zingeroo Crypto provides trading services through the Platform. I agree to receive and transmit financial information through such electronic means. My use or My grant of access to My Account to any third-party to access information or place transactions in My Account is solely at My risk.

I further authorize You and/or any entity directed by Zingeroo Crypto to obtain a credit and background investigation report about me. I understand that a “consumer credit report” includes any information regarding My credit worthiness, credit standing and credit capacity. I further understand and agree that a credit report and/or a background investigation report may be obtained at any time, and any number of times, as Zingeroo Crypto, in its sole discretion, determines is necessary before, during or after My involvement with Zingeroo Crypto.

I hereby authorize all reporting agencies and other persons or entities having information about me to provide such information to Zingeroo Crypto or other entity that obtains information for Zingeroo Crypto. I further fully release Zingeroo Crypto, its employees, officers, directors, affiliates, agents, successors and assigns, and all other parties involved in this background investigation, including but not limited to investigators, credit agencies and those companies or individuals who provide information to Zingeroo Crypto concerning me, from any claims or actions for any liability whatsoever related to the process or results of the background investigation. Upon My written request, You will disclose to Me whether it obtained a report, and if so, the name and address of the consumer reporting agency that provided it.

4. Additional Customer Representations and Responsibilities.

(a) Self-directed Account.

I understand that My Account is self-directed, I am solely responsible for any and all orders placed in My Account and all orders entered by me or on My behalf are unsolicited and based on My own investment decisions or the investment decision of My duly authorized representative or agent. Accordingly, I agree that neither You nor any of Your employees, agents, principals, affiliates, or representatives:

1. 1. provide investment advice in connection with this Account;
   2. recommend any Cryptocurrency, transaction, or order;
   3. solicit orders;
   4. act as a market maker in any Cryptocurrency;
   5. make discretionary trades; and
   6. produce or provide research.

(b) Research Materials.

To the extent research materials or similar information is available through the Platform or the websites of any of Your affiliates, I understand that these materials are intended for informational and educational purposes only, and they do not constitute a recommendation to enter into any Cryptocurrency transactions or to engage in any investment strategies.

(c) Information Accuracy.

1. 1. I certify that the information contained in this Agreement and any other document that I furnish to You in connection with My Account(s) is complete, true and correct, and acknowledge that knowingly giving false information for the purpose of inducing You to extend credit is a federal crime;
   2. I authorize You to contact any individual or firm noted herein or on the documents referred to in subsection (1) of this Section and any other normal sources of debit or credit information;
   3. I authorize anyone so contacted to furnish such information to You as You may request; and
   4. I agree that this Agreement and any other document I furnish in connection with My Account is Your property, as the case may be.

I shall promptly advise You of any changes to the information in such agreements and documents in writing within ten (10) calendar days. I authorize You to obtain reports and provide information to others concerning My creditworthiness and business conduct. Upon My request, You agree to provide Me a copy of any report so obtained. You may retain this Agreement, the Account application, and all other such documents and their respective records at Your sole discretion, whether or not credit is extended.

5. Risks.

I understand that all investments involve risk, that losses may exceed the principal invested, and that the past performance of a Cryptocurrency or any financial product does not guarantee future results or returns. I further certify that I have carefully reviewed the Apex Crypto Cryptocurrency Risk Disclosures.

6. Account Defaults.

I understand that My Account comes with many defaulted service instruction features and preferences. I further understand that I am not required to use these defaulted options or preferences and that once My Account is approved and opened, I have the sole discretion to control and adjust such defaulted service preferences that relate to My Account(s).

7. The Platform; My Account; Cryptocurrency Trading Access.

I UNDERSTAND THAT THE SERVICES OFFERED BY APEX AND APEX CRYPTO ARE SEPARATE AND DISTINCT FROM THE SERVICES OFFERED BY ZINGEROO CRYPTO UNDER THIS AGREEMENT AND THAT THIS AGREEMENT SOLELY GOVERNS MY RELATIONSHIP WITH ZINGEROO CRYPTO AS IT RELATES TO MY ACCOUNT.

(a) Platform. In addition to Zingeroo Crypto, the Platform is operated by Z-Squared. I understand that My relationship with Z-Squared is governed by the terms and conditions of that certain customer agreement between Me and Z-Squared (the “Z-Squared Customer Agreement”). I further understand that My account with Z-Squared (“Brokerage Account”) is provided by Apex and is separate and distinct from My Account with Zingeroo Crypto.

(b) My Account; Trading Authorization.

This Agreement solely governs the relationship between Me and Zingeroo Crypto as it relates to My Account. I understand that My Account is provided by Apex Crypto LLC (“Apex Crypto”). By entering into this Agreement, I am instructing You, Zingeroo Crypto, to establish an Account on My behalf. By entering into this Agreement, I represent that I have read, understand, and agree to the terms of that certain Apex Crypto User Agreement and the Apex Crypto Privacy Policy. I also understand that in addition to the terms and conditions of this Agreement that My Account, and the services provided by Apex Crypto are also subject to those certain Apex Crypto Terms and Conditions. I hereby designate You as My agent and authorize You to take any and all action necessary with respect to My Account, including but not limited to delivering any and all Instructions on My behalf to Apex Crypto consistent with the terms of this Agreement including to effectuate any Transaction.

By entering into this Agreement and participating on the Platform, I understand that I will have access to self-directed Cryptocurrency trading through My Account and facilitated by Apex Crypto. Furthermore, I represent that I have read, understand, and agree to the terms of this Agreement and the Apex Crypto Agreement. I hereby designate You as My agent and authorize You to take any and all action necessary with respect to My Account, including by not limited to delivering any and all Instructions on My behalf to Apex Crypto consistent with the terms of this Agreement, including to effectuate any Transactions through my Apex Crypto Account.

(c) Account Funding; Flow of Funds.

I understand and acknowledge that the Platform is operated by Zingeroo Crypto and Z-Squared. I further understand that any transactions to purchase or sell Cryptocurrencies (“Transactions”) are carried out by Apex Crypto. I understand that I must have a Z-Squared Brokerage Account with Apex in order to enter into this Agreement and establish an Account with Apex Crypto. I further understand and acknowledge that I am not able to directly fund My Account with Apex Crypto. Rather, I am only able to directly fund My Brokerage Account with Apex.

1. 1. Buy Order Transactions. When placing a buy order Transaction through My Account I understand and agree that I am simultaneously providing instructions to You to transfer necessary funds for the purchase price of such Cryptocurrency from My Brokerage Account with Apex to My Account with Apex Crypto (“Apex Crypto Account”). I understand that transfers from My Brokerage Account to My Apex Crypto Account will be batched with transfers initiated by other customers on the same trading day. Batched transfers will be sent to Apex Crypto via a single transfer at a designated time decided upon by Apex Crypto or Apex rather than immediately upon such instruction by Me to You.
   2. Sell Order Transactions. I understand that when I place sell order Transactions through My Account that I am simultaneously providing instructions to You to transfer the proceeds of these sales to My Brokerage Account with Apex. I understand that transfers from My Apex Crypto Account to My Brokerage Account will be batched with transfers initiated by other customers on the same trading day. Batched transfers will be sent to Apex via a single transfer at a designated time decided upon by Apex Crypto or Apex rather than immediately upon such instruction by Me to You.
   3. Platform Disclosures. Consistent with the terms of this Agreement, the Platform will include clear instructions and disclosures to Me at each point on the Platform where I have the ability to place a Cryptocurrency buy or sell order. Specifically, (1) in the Cryptocurrency buy order context, I will be presented with an explicit disclosure informing Me that by placing a Cryptocurrency buy order that I am instructing You to transfer the purchase price for such Cryptocurrency from My Brokerage Account with Apex to My Apex Crypto Account; and (2) in the Cryptocurrency sell order context, I will be presented with an explicit disclosure informing Me that by placing the Cryptocurrency sell order that I am instructing You to transfer settled funds from the Cryptocurrency sale into My Brokerage Account with Apex.
      IN THE EVENT THAT I HAVE ANY QUESTIONS REGARDING ANY OF THE ABOVE REFERENCED PLATFORM DISCLOSURES OR I AM UNCERTAIN AS TO HOW OR IN WHAT CAPACITY CERTAIN TRANSACTIONS EFFECTED ON THE PLATFORM ARE HANDLED OR WILL BE TREATED, I AGREE THAT I WILL IMMEDIATELY CONTACT ZINGEROO CRYPTO AT support@zingeroo.com PRIOR TO ENGAGING IN ANY TRADING AND/OR RELATED ACTIVITY ON THE PLATFORM.
   4. Regulatory Treatment of Funds. I understand and acknowledge that My funds are treated differently and subject to separate regulatory regimes depending on whether or not such funds are held in My Brokerage Account with Apex or if they are held in My Apex Crypto Account. Specifically, Apex is a member of SIPC, which protects securities customers of its members up to $500,000 (including $250,000 for claims for cash). Apex Crypto maintains My Apex Crypto Account at a bank which is a member of the Federal Deposit Insurance Corporation (“FDIC”). Funds held in My Apex Crypto Account are insured up to $250,000 per depositor against the failure of the FDIC member bank. FDIC insurance does not protect against the failure of Apex Crypto or malfeasance by any Apex Crypto employee. Apex Crypto and the bank at which My Apex Crypto Account is held are not members of FINRA or SIPC and therefore My funds held in the Apex Crypto Account are not SIPC protected. I understand and acknowledge that when accessing the Platform and engaging in various types of activity, including, without limitation, buying and selling Cryptocurrency, that My funds will move from My Apex Crypto Account to My Brokerage Account with Apex and vice versa, as detailed in this Section 7 and as detailed in the Apex Agreements.
   5. Customer Cryptocurrency. I understand that My Cryptocurrency is not subject to FDIC insurance coverage or protected by SIPC. I authorize and instruct Apex Crypto to hold My Cryptocurrency on My behalf. I understand that Apex Crypto may hold My Cryptocurrency together with the Cryptocurrency of other Apex Crypto customers in omnibus accounts or wallets. In addition, I understand and authorize Apex Crypto to delegate some or all custody functions to one or more affiliates or third parties (which may include, but not be limited to exchanges and custodians) at Apex Crypto’s discretion (each, a “Custodian”). Some or all custody functions provided by a Custodian may be performed, supported, or conducted in foreign jurisdictions, or conducted by Custodians domiciled, registered, or subject to the laws and regulations of foreign jurisdictions. You will exercise reasonable skill and care in the selection, appointment, and periodic review of any such Custodian. You will maintain true, complete and accurate records relating to My Cryptocurrency. You and I understand that the legal treatment of Cryptocurrency is unsettled and disparate across different jurisdictions. In the event that I, You, or a Custodian become subject to an insolvency proceeding it is unclear how My Cryptocurrency would be treated and what rights I would have to such Cryptocurrency. How an insolvency court would categorize and treat My Cryptocurrency is a highly fact-dependent inquiry that necessarily depends upon the circumstances of each individual case. In addition, within the U.S. there is notably little case law addressing insolvency proceedings involving Cryptocurrency. As such, the law governing the likely treatment of My Cryptocurrency in the event of My, Your, or a Custodian insolvency proceeding remains largely unsettled. You do not make any representation as to the likely treatment of My Cryptocurrency in the event of My, Your, or a Custodian insolvency proceeding whether in the U.S. or in any other jurisdiction. I explicitly understand and acknowledge that the treatment of My Cryptocurrency in the event of My, Your, or a Custodian insolvency proceeding is unsettled, not guaranteed, and may result in a number of outcomes that are impossible to predict, including but not limited to Me being treated as an unsecured creditor and/or the total loss of all My Cryptocurrency.
   6. Consent to Rehypothecate. I grant You the right, subject to applicable law, without further notice to Me, to hold My Cryptocurrency in My Account in Your name or in another name, and to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use any amount of such Cryptocurrency, separately or together with other property, with all attendant rights of ownership, and for any period of time and without retaining a like amount of Cryptocurrency, and to use or invest such Cryptocurrency at My sole risk.

(d) Orders

1. 1. Overview. I may place market orders through My Account in either USD amounts or in Cryptocurrency amounts. In addition to market orders, I may also place limit orders. A limit order may be “good till cancelled” which means the order remains valid until (A) it is executed, or (B) I cancel the order. I understand that limit orders may not be executed at any particular time, or at all, if there is not sufficient trading at or better than the limit price that I specify, and are good until I cancel them, provided, however, that You have the right, in Your sole discretion, to cancel any limit order, whether “good till cancelled” or otherwise, that remains unexecuted for sixty (60) calendar days or if deemed by You to be a risk. I understand that additional transaction types and order types may be made available to Me on the Platform from time to time as determined by You in Your sole discretion.
   2. Sufficient Funds. In order to execute a purchase order for Cryptocurrency, My Brokerage Account must contain available funds equal to, but in most cases, greater than the purchase price of the Cryptocurrency plus any associated fees or commissions and that all payments for the purchase be made without set-off, counterclaim or deduction. I agree that any purchase order accepted by You (inadvertently or otherwise) without sufficient funds in My Brokerage Account will be subject to liquidation at My expense.
   3. No liability for Failure to Settle. I understand and agree that You are not responsible for any delay in the settlement of a transaction resulting from circumstances beyond Your reasonable control, or the failure of any other person or party (including Me) to perform all necessary steps to enable the completion of a transaction.
   4. Discretion to Decline or Cancel Orders. You may, in Your sole discretion, decline the execution of any order for any reason, including, but not limited to, the size of an order, market conditions, market volatility, My breach of this Agreement, actual, potential, or apparent violation of any applicable laws, rules, or regulations, insufficient or inadequate funds in My Brokerage Account (including all commission, charges, taxes, and any amount in addition to the price of the Cryptocurrency that You reasonably consider may be necessary), or any other appropriate risk considerations. If You accept an order and then an event takes place which means that it is no longer reasonable for You, in Your sole determination, to act on that order, You will be entitled to disregard or cancel My order and You shall not have any liability to Me as a result of such action. You further reserve the right not to execute orders for Cryptocurrency or to close any open positions therein, without any further notice to Me, in the following circumstances: (a) My order violates any applicable laws, rules, regulations, or appears intended to defraud or manipulate the market; (b) the existence of abnormal market conditions or a significant disruption in, or premature close of, trading in or of the underlying Cryptocurrency or the market or an exchange on which the underlying Cryptocurrency is trade; (c) a force majeure, or action by an exchange, regulatory, or governmental authority that disrupts trading in the relevant Cryptocurrency occurs; or (d) You are unable to obtain satisfactory liquidity in order to satisfy the order.
   5. Cancellations. I agree that it is My responsibility to review order execution confirmations and statements promptly upon receipt. Notwithstanding any other provision in this Agreement trade confirmations will be considered binding on Me unless I notify You of any objections within two (2) hours from the time trade confirmations are delivered. I understand that any objection that You receive from Me consistent with the immediately preceding sentence is simply a request that You attempt to cancel or modify an order. You are not liable to Me if You are unable to cancel or modify an order. I understand and agree that, if an order cannot be cancelled or modified, I am bound by any execution of the original order, even if My objection to the transaction is ultimately determined to be valid.
   6. No Guarantee Order will be Filled. There is no guarantee that an order will be filled. An order may fail to be filled or You may, in Your sole discretion, refuse to execute an order for any reason, including: (a) due to the failure, misuse, degradation, corruption, downtime, or unavailability of any Apex Crypto or third-party trading, communication or operations systems, b) market volatility, (c) the existence, detection, or suspicion of unusual market, trading, or order activity, or (d) the existence, detection, or suspicion of fraud or any other activity that presents, or potentially presents to Apex Crypto, in Apex Crypto’s sole discretion, any commercial, economic, or reputational risk. Where a delay in fulfilling an order occurs for any reason, Apex Crypto will attempt to execute the order as soon as reasonably practicable, provided that Apex Crypto reserves the right to cancel a delayed order in the event of a material price fluctuation or for any other reason in accordance with this Agreement. Zingeroo Crypto will not be liable or have any responsibility for any Losses (as defined below) suffered by Me in connection with an order that is not filled or is erroneously filled.
   7. Aggregation of Orders. I understand and acknowledge that Apex and Apex Crypto may, in its sole discretion, aggregate My orders with the orders of other customers (a “Batched Order”). In such instances, My order may not be placed or executed on a real-time basis, but rather batched with one or more orders from other Apex and Apex Crypto customers. The price of a particular Cryptocurrency may be higher or lower at the time of execution of a Batched Order as compared to the time at which My original order was placed. A Batched Order may only partially fill, in which case some or part of the order is executed. In the event of a partial fill, Apex Crypto will allocate the purchased Cryptocurrency or proceeds among the participating customers in the Batched Order in pro-rata fashion. A Batched Order may become fully executed through one or more partial fills, in which case the price of the relevant Cryptocurrency or amount of proceeds may change, or, for a variety of reasons, a Batched Order may only ever execute partially. Zingeroo Crypto will not be liable or have any responsibility for any Losses suffered by Me in connection with or as a result of My order being included in a Batched Order.
   8. Market Volatility. In the event of a market disruption or force majeure, Zingeroo Crypto may do one or more of the following: (a) suspend access to the Account; (b) prevent Me from completing any and all actions via the Platform, including closing any open positions in the Account; or (c) cease to follow any of My instructions. Following any such event, when trading resumes, I acknowledge that prevailing market rates may differ significantly from the rates available prior to such event.
   9. Suspension. If at any time any exchange, trading venue, or market suspends trading in any Cryptocurrency that forms the subject of My order, then the applicable order may be suspended. In addition, I may not be able to sell any Cryptocurrency that Apex Crypto holds on My behalf until such suspension is terminated and trading recommences. Following the lifting of a suspension, outstanding orders with respect to the affected Cryptocurrency will be executed as and when Apex Crypto is reasonably able to do so, Apex Crypto cannot guarantee the price at which such orders will execute.
   10. Delisting or Non-Supported Cryptocurrency. If at any time any of the Cryptocurrency that forms the subject of My order is delisted or Apex Crypto no longer supports the trading in such Cryptocurrency for any reason, then the applicable order will be immediately closed. If Apex Crypto is notified that a Cryptocurrency in My Account is likely to be delisted or removed, or cancelled from one or more exchanges, or trading venues, and Apex Crypto reasonably believes that trading in the Cryptocurrency will be materially affected by such delisting, removal or cancellation, then I authorize You to instruct Apex Crypto to attempt to sell the Cryptocurrency on My behalf at such time and price, and in such manner, as Apex Crypto may determine in its sole discretion (a “Delisting Sale”). I understand and agree that neither You nor Apex Crypto are obligated to engage in any Delisting Sale and will not be liable for any loss sustained by Me during Apex Crypto’s attempt to execute a Delisting Sale.
   11. Position and Transaction Limits. I understand and acknowledge that Zingeroo Crypto or Apex Crypto may impose trading and/or position or volume limits on My Account (“Limits”). Limits are subject to change any time at Apex Crypto’s sole discretion. In the event that I attempt to place an order or effect a transaction that would result in the breach of a particular Limit, Apex Crypto may, in its sole discretion, refuse to act upon such instructions. I may request details regarding Limits by contacting Zingeroo Crypto at support@zingeroo.com.
   12. No Leverage. I understand that Apex Crypto does not offer leverage. For the avoidance of doubt, each purchase of Cryptocurrency must be fully funded.
   13. Cryptocurrency Withdrawals. I understand that Apex Crypto does not allow for the withdrawal of Cryptocurrency from My Account into an external wallet.

8. Cryptocurrency Networks; Forks; Airdrops.

Zingeroo Crypto does not own or control the underlying software protocols which govern the operation of Cryptocurrency available for trading on the Platform. In general, the underlying protocols are open-source, and anyone can use, copy, modify, and distribute them. Zingeroo Crypto is not responsible for the operation of the underlying protocols, and Zingeroo Crypto makes no guarantee of their functionality, security, or availability, The underlying protocols are subject to sudden changes in operating rules (“Forks”). And such Forks may materially affect the value, function, or even the name of the Cryptocurrency that Apex Crypto or its Custodian holds for My benefit. In the event of a Fork or any other similar operational change to a Cryptocurrency network Zingeroo Crypto may take all steps that it determines necessary to protect the security and safety of the Platform, including temporarily suspending Zingeroo Crypto operations (with or without advance notice to Me). Zingeroo Crypto will use its reasonable efforts to provide notice to Me of its response to any Fork or similar operational change affecting a Cryptocurrency. In response to a Fork or other similar operational change, Apex Crypto may determine not to support such Cryptocurrency on the Platform. I agree that Zingeroo Crypto is not responsible for any loss of value that I may experience as a result, whether directly or indirectly, from any such Fork or similar operating change. I further acknowledge and accept that Zingeroo Crypto has no obligation or responsibility to assist Me with respect to any Cryptocurrency that Apex Crypto determines not to support.

In the event that a Cryptocurrency network attempts to or does contribute (an “Airdrop”) Cryptocurrency (“Airdropped Cryptocurrency”) or any other similar event to a Cryptocurrency network, then Zingeroo Crypto may, in its sole discretion, take steps that Zingeroo Crypto determine necessary to manage the Platform, including how and whether to incorporate Airdropped Cryptocurrency into the Platform, distribute it to Me or do nothing, or such other action or inaction that Zingeroo Crypto deems appropriate in its sole discretion. I understand and accept the risks of Airdrops and other similar events to a Cryptocurrency available through the Platform and understand and agree that ownership of a Cryptocurrency in the Platform for which an Airdrop is occurring on the date of such Airdrop does not in and of itself grant entitlement to or ownership of the Airdropped Cryptocurrency. I agree that Zingeroo Crypto is not responsible for any loss of value that I may experience as a result, whether directly or indirectly, from any such Airdrop or similar event. Customer further acknowledges and accepts that Zingeroo Crypto has no obligation or responsibility to assist Me with respect to any Cryptocurrency that Apex Crypto determines not to support whether or not Zingeroo Crypto or Apex Crypto receives an Airdropped Cryptocurrency by virtue of its holding omnibus custody of the Cryptocurrency related to such Airdrop.

To the extent that Zingeroo Crypto is aware of the Airdrop, Zingeroo Crypto will use its reasonable efforts to provide notice to Me of its response to any Airdrop. Zingeroo Crypto may, in its sole discretion, elect to: (1) subject to potential fees, support the Airdropped Cryptocurrency and update the Account as appropriate, (2) abandon or otherwise not pursue obtaining the Airdropped Cryptocurrency from the relevant network, (3) liquidate the Airdropped Cryptocurrency and distribute the proceeds to Me or hold the funds in My Account for My benefit, (4) deliver the Airdropped Cryptocurrency to Me within a time period as determined by Zingeroo Crypto in its sole discretion, together with any credentials, keys or other information sufficient to gain control over such Airdropped Cryptocurrency (subject to the withholding and retention by Apex Crypto of any amount reasonably necessary, as determined by Zingeroo Crypto in its sole discretion to fairly compensate Zingeroo Crypto and/or Apex Crypto for the efforts expended to obtain and deliver such Airdropped Cryptocurrency to Me), or (5) determine, in its sole discretion that the Airdrop, although received by Apex Crypto, does not have sufficient market support or sufficient value to warrant Zingeroo Crypto incorporating the Airdropped Cryptocurrency into the Platform in any way or distribute the Airdropped Cryptocurrency to its users.

9. Assistance by Zingeroo Crypto.

I understand that when I request assistance from Your employees in using the investment tools available on the Platform, it will be limited to an explanation of the tool’s functionality and, if requested by Me, to the entry by Your employees of variables provided by Me, and that such assistance does not constitute investment advice, an opinion with respect to the suitability of any transaction, or solicitation of any orders.

10. No Tax or Legal Advice.

I understand that Zingeroo Crypto does not provide tax or legal advice.

11. Local Jurisdiction.

I understand that applicable laws, rules and regulations vary from jurisdiction to jurisdiction, and it is My responsibility to make sure that I comply with any and all local regulations, directives, restrictions and laws in My jurisdiction of residence (“Local Jurisdiction”) prior to entering into this Agreement. I have verified and determined that entering into this Agreement and utilizing the services offered by Zingeroo Crypto hereunder does not violate any such laws, rules or regulations of My Local Jurisdiction applicable to Me.

12. Electronic Access.

(a) I am solely responsible for keeping My Account numbers and PINs confidential. “PINs” shall mean My username and password.

(b) I agree and accept full responsibility for monitoring and safeguarding My Accounts and access to My Accounts.

(c) In the event that I wish to grant a third-party power and authority over My Account, I will complete a Limited Power of Attorney and Hold Harmless Agreement (“POA”) and submit the executed POA to You. I understand and acknowledge that by executing and submitting a POA to You that I will be subject to the terms and conditions of such POA, and that the POA shall supplement the terms of this Agreement.

(d) Granting a third-party access to My Accounts does not in any way mitigate My responsibility for monitoring for loss, theft, or unauthorized access to My Accounts.

(e) I agree to immediately notify You in writing, delivered via email and a recognized international delivery service, if I become aware of:

1. 1. any loss, theft, or unauthorized use of My PINs or Account numbers;
   2. any failure by Me to receive any communication from You indicating that an order was received, executed or canceled, as applicable;
   3. any failure by Me to receive an accurate written confirmation of an execution;
   4. any receipt by Me of confirmation of an order, execution or cancellation, which I did not place;
   5. any inaccurate information in or relating to My Account balances, deposits, withdrawals, Cryptocurrency positions or transaction history; or]any other unauthorized use or access of My Account.
   6. Each of the events described in subsections 12(e)(1-6) shall be deemed a “Potential Fraudulent Event.”

The use and storage of any information including, without limitation, My Account numbers, PINs, portfolio information, transaction activity, account balances and any other information or orders available on My wireless, web-enabled cellular telephone or similar wireless communications device (collectively, “Mobile Device”) or My personal computer is at My own risk and is My sole responsibility. I represent that I am solely responsible for and have authorized any orders or instructions appearing in, originating from, or associated with My Account, My Account number, and PINs. I agree to notify You immediately after I discover any Potential Fraudulent Event, but in no event more than twenty-four (24) hours following discovery. Upon request by You, I agree to report any Potential Fraudulent Event promptly to legal authorities and provide You a copy of any report prepared by such legal authorities. I agree to cooperate fully with the legal authorities and You in any investigation of any Potential Fraudulent Event, and I will complete any required affidavits promptly, accurately, and thoroughly. I also agree to allow You access to My Mobile Device, My computer, and My network in connection with Your investigation of any Potential Fraudulent Event. I understand that if I fail to do any of these things, I may encounter delays in regaining access to the funds in My Account. I agree to indemnify and hold You and Your parent company and affiliates harmless from and against any losses arising out of or relating to any Potential Fraudulent Event.

13. Review of Confirmations and Statements.

I agree that it is My responsibility to review trade execution confirmations and statements of My Account promptly upon receipt. I agree to receive all confirmations and account statements, as well as all tax related documents, in electronic format. I understand that account statements will evidence all activity in My Account for the stated period, including Cryptocurrency transactions, credits to My Account and all fees paid from My Account. These documents will be considered binding on Me unless I notify You of any objections within two (2) hours from the date confirmations are sent and within ten (10) days after My Account statements are posted online. Such objection may be oral or in writing, but any oral objection must be immediately confirmed in writing. In all cases, You reserve the right to determine the validity of My objection. If I object to a transaction for any reason, I understand and agree that I am obligated to take action to limit any losses that may result from such transaction(s), or I will bear sole responsibility for any losses relating to the transaction, even if My objection to the transaction is ultimately determined to be valid. Nothing in this Section 13 shall limit My responsibilities as described in Sections 2 through 13 of this Agreement.

14. Important Information Needed to Open a New Account.

To help the government better detect the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. Therefore, I understand that when I open My Account, You will ask for My name, address, date of birth and other identifying information. You may also ask for copies of My driver’s license, passport or other identifying documents. I understand that You may take steps to verify the accuracy of the information I provide to You in My Account application or otherwise, and that you may restrict My access to My Account pending such verification. I will provide prompt notification to You of any changes in the information, including, but not limited to, My name, address, email address and telephone number.

15. Telephone Conversations and Electronic Communications.

I understand and agree that You may record and monitor any telephone or electronic communications with Me. Unless otherwise agreed in writing in advance, You do not consent to the recording of telephone conversations by any third party or Me. I acknowledge and understand that not all telephone or electronic communications are recorded by You, and You do not guarantee that recordings of any particular telephone or electronic communications will be retained or capable of being retrieved.

16. Oral Authorization.

I agree that You shall be entitled to act upon any oral instructions given by Me so long as You reasonably believe such instruction was actually given by Me or My authorized agent.

17. Conflicts.

I understand that Zingeroo Crypto may have, or in the future may make, arrangements with certain third parties (“Third Parties”) to offer additional or supplemental services to me in connection with or in addition to My Account (“Third-Party Services”). These Third-Party Services are governed by the relevant documentation relating to such Third-Party Services (“Third-Party Documentation”). In connection with entering into this Agreement and Third-Party Documentation, I understand that I am subject to certain limitations, restrictions, or prohibitions on My activity, including but not limited to activity with respect to My Account (“Prohibited Activity”). In the event that this Agreement or any Third-Party Documentation is silent with respect to Prohibited Activity, or in the event of any conflict with respect to this Agreement and any Third-Party Documentation regarding Prohibited Activity, the document or agreement containing the most restrictive terms shall prevail for purposes of this Agreement.

18. Restrictions on Trading.

You will not tolerate any foul or abusive language, physical violence, threatening behavior, or other inappropriate conduct directed toward Your officers, employees, contractors or customers. If I engage in any such behavior, as determined by You in Your sole discretion, I agree that You are authorized to: (i) liquidate any Cryptocurrency, instruments or other property in My Account, (ii) send Me the proceeds, and (iii) close My Account(s). You will not be responsible for any losses caused by the liquidation of Cryptocurrency, instruments or other property pursuant to this paragraph, including but not limited to any tax liabilities.

19. Disclaimer of Liability; Indemnification.

Except as otherwise provided by law, You or any of Your affiliates shall not be liable for any expenses, losses, damages, liabilities, demands, charges, claims, penalties, fines and excise taxes of any kind or nature (including legal expenses and reasonable attorneys’ fees) (“Losses”) by or with respect to any matters pertaining to My Account, except to the extent that such Losses are actual Losses and are determined by a court of competent jurisdiction or an arbitration panel in a final non-appealable judgment or order to have resulted solely from Your or any of Your affiliates’ gross negligence or willful misconduct. In addition, I agree that You and Your affiliates and respective partners, managing directors, officers, directors, employees and agents (collectively, “Indemnified Parties”) shall have no liability for, and I agree to indemnify, defend and hold harmless Indemnified Parties from, all Losses that result from: (i) My or My agent’s misrepresentation or alleged misrepresentation, or act or omission, (ii) Indemnified Parties following My or My agent’s directions or failing to follow My or My agent’s unlawful or unreasonable directions, (iii) any activities or services of the Indemnified Parties in connection with the My Account (including, without limitation, any technology services, reporting, trading, research or capital introduction services), or (iv) the failure by any person not controlled by the Indemnified Parties and their affiliates to perform any obligations to Me.

I consent to the use of automated systems or service bureaus by You and Your affiliates in conjunction with My Account, including, but not limited to, automated order entry and execution, record keeping, reporting and account reconciliation and risk management systems (collectively “Automated Systems”). I understand that the use of Automated Systems entails risks, such as interruption or delays of service, errors or omissions in the information provided, system failure and errors in the design or functioning of such Automated Systems (collectively, a “System Failure”) that could cause substantial damage, expense or liability to Me. I understand and agree that Indemnified Parties will have no liability whatsoever for any claim, loss, cost, expense, damage or liability of Me arising out of or relating to a System Failure.

I also agree that Indemnified Parties will have no responsibility or liability to Me in connection with the performance or non-performance by any exchange, market maker, liquidity provider, clearing organization, or other third party (including, without limitation, other clearing firms, banks and International Executing Brokers as defined infra) or any of their respective agents or affiliates, of its or their obligations relative to any Cryptocurrency. I agree that Indemnified Parties will have no liability, to Me or to third parties, or responsibility whatsoever for: (i) any Losses resulting from a cause over which Indemnified Parties do not have direct control, including but not limited to the failure of mechanical equipment, unauthorized access, theft, operator errors, government restrictions, force majeure, Exchange rulings or suspension of trading; and (ii) any special, indirect, incidental, consequential, punitive or exemplary damages (including lost profits, trading losses and damages) that I may incur in connection with My use of the brokerage and other services provided by Indemnified Parties under this Agreement. Further, if I authorize or allow third parties to gain access to Your services, including My Accounts, I will defend and indemnify You against any Losses arising out of claims or suits by such third parties based upon or relating to such access and use. Zingeroo Crypto does not warrant against loss of use or any direct, indirect or consequential damages or losses to Me caused by My assent, expressed or implied, to a third party accessing My Account or information, including access provided through any other third party systems or sites.

20. Effect of Attachment or Sequestration of Accounts.

You shall not be liable for refusing to obey any orders given by or for Me with respect to any of My Accounts that have been subject to an attachment or sequestration in any legal proceeding against Me, and You shall be under no obligation to contest the validity of any such attachment or sequestration.

21. Event of Death.

I agree that in the event of My death or the death of any joint account holder(s), the representative of My estate or the survivor or survivors shall immediately give you written notice thereof, and you may, before or after receiving such notice, take such proceedings, require such papers and inheritance or estate tax waivers, retain such portion of and/or restrict transactions in the Account as you may deem advisable to protect you against any tax, liability, penalty or loss under any present or future laws or otherwise. Notwithstanding the above, in the event of My death or the death of one of the joint account holders, all open orders shall be canceled, but you shall not be responsible for any action taken on such orders prior to the actual receipt of notice of death. Further, You may, in Your discretion, close out any or all of the Accounts without awaiting the appointment of a personal representative for My estate and without demand upon or notice to any such personal representative. The estate of any of the account holders who have died shall be liable, and each survivor shall continue to be liable, jointly and severally, to You for any net debit balance or loss in said account in any way resulting from the completion of transactions initiated prior to the receipt by You of the written notice of the death of the decedent or incurred in the liquidation of the Account or the adjustment of the interests of the respective parties. Such notice shall not affect Your rights under this Agreement to take any action that You could have taken if I had not died.

22. Tax Reporting; Tax Withholding.

The proceeds, along with required cost basis information of sale transactions and dividend/interest paid, will be reported to the Internal Revenue Service in accordance with applicable law.

(a) U.S. Persons.

This section is applicable if I am a U.S. person. Under penalties of perjury, I certify that (1) the taxpayer identification number that I have provided or will provide to You (including, without limitation, any taxpayer identification number on any Form W-9 that I have provided or will provide to You) is My correct taxpayer identification number (or I am waiting for a number to be issued to Me), and (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified Me that I am no longer subject to backup withholding, and (3) I am a U.S. citizen or other U.S. person (defined below). If a correct Taxpayer Identification Number is not provided, I understand I may be subject to backup withholding tax at the appropriate rate on all dividends, interest and gross proceeds paid to me. Backup withholding taxes are sent to the IRS and cannot be refunded by Zingeroo Crypto. I further understand that if I waive tax withholding and fail to pay sufficient estimated taxes to the IRS, I may be subject to tax penalties.

(b) Non-U.S. Persons.

This section is applicable if I am not a U.S. person. I certify that I fully understand all the information on any Form W-8BEN or Form W-8BEN-E that I have submitted or will submit to You. Under penalties of perjury, I declare that (i) I have examined all the information (including, without limitation, all the information in the English language) on any Form W-8BEN or Form W-8BEN-E that I have submitted or will submit to You and (ii) to the best of My knowledge and belief all such information is true, correct, and complete. I authorize You to provide any such Form W-8BEN or Form W-8BEN-E to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner. I agree that I will submit a new Form W-8BEN or Form W-8BEN-E to You within 30 days if any certification made on any previously submitted Form W-8BEN or Form W-8BEN-E becomes incorrect. I understand that the Internal Revenue Service does not require My consent to any provisions of such Form W-8BEN or Form W-8BEN-E other than the certifications required to establish My status as a non-U.S. individual and, if applicable, obtain a reduced rate of withholding.

If I have been notified by the IRS that I am currently subject to backup withholding because I have failed to report all interest and dividends on My tax return, I will send an email to support@zingeroo.com with “Backup Withholding” in the title.

Definition of a U.S. person: For federal tax return purposes, l am considered a U.S. person if I am: An individual who is a U.S. citizen or U.S. resident alien, a partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, an estate (other than a foreign estate), or a domestic trust (as defined in Regulations section 301.7701-7).

23. Fees and Charges.

I understand that Zingeroo Crypto, Apex, and/or Apex Crypto may charge certain fees (“Fees”) in connection with Cryptocurrency purchase and sale transactions (“Cryptocurrency Transactions”). Fees are subject to change from time to time, and may differ based upon a number of factors, including but not limited to your location, account type, the type of Cryptocurrency being purchased, market volatility, etc.

Zingeroo Crypto reserves the right to pass on any fees charged by any Cryptocurrency exchanges, brokers, market-makers, liquidity providers, or other types of Cryptocurrency trading venues, counterparties, or intermediaries (each, a “Market Actor”), including in connection with the withdrawal of Cryptocurrencies or any fees related to any enhanced due diligence related to My Account.

Fees may take the form of a spread which is an amount of margin that is added to a market exchange rate applicable to a Cryptocurrency Transaction (“Spread”). In addition, Zingeroo Crypto, Apex, and/or Apex Crypto may charge a separate transaction-based Fee, which may be calculated as a flat charge, or as a percentage of the Cryptocurrency Transaction size (“Transaction Fee”). I further understand that Zingeroo Crypto, Apex, and/or Apex Crypto may receive activity-based rebates from Market Actors in relation to Cryptocurrency transactions.

24. Electronic Delivery of Trade and Account Information; Notice.

All communications, including account statements, trade confirmations, margin calls, notices, disclosures, regulatory communications and other information, documents, data and records regarding My Account, or an alert that such communication has been posted to the secure section of the Platform, and is available for viewing, may be sent to Me at the email address that I have given to You in My Account application or at such other address as I may hereafter give You in writing or by email at least ten (10) calendar days prior to delivery, and all communications so sent, whether in writing or otherwise, shall be deemed given to Me personally, whether actually received or not.

25. Arbitration.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION. UNLESS OTHERWISE INDICATED IN A SEPARATE WRITING BETWEEN YOU AND I, OR UNLESS OTHERWISE REQUIRED PURSUANT TO THE TERMS OF THE ZINGEROO CRYPTO CUSTOMER AGREEMENT, BY ENTERING INTO THIS AGREEMENT, YOU AND I AGREE AS FOLLOWS:

(a) ALL PARTIES TO AGREEMENTS ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY EXCEPT AS PROVIDED BY THE RULES OF THE ARBITRATION FORUM IN WHICH A CLAIM IS FILED;

(b) ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY’S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED;

(c) THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS;

(d) THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD EXCEPT IN VERY LIMITED CIRCUMSTANCES;

(e) THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY;

(f) THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION; AND

(g) THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS THERETO, SHALL BE INCORPORATED INTO THE AGREEMENTS, AS APPLICABLE.

ANY AND ALL CONTROVERSIES, DISPUTES OR CLAIMS BETWEEN YOU AND I OR MY OR YOUR REPRESENTATIVES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS OR CONTROL PERSONS, ARISING OUT OF, IN CONNECTION WITH, FROM, OR WITH RESPECT TO (A) ANY PROVISIONS OF OR THE VALIDITY OF THIS AGREEMENT, (B) THE RELATIONSHIP OF THE PARTIES HERETO, OR (C) ANY CONTROVERSY ARISING OUT OF ZINGEROO CRYPTO’S BUSINESS OR MY ACCOUNT (COLLECTIVELY, “CLAIMS”), SHALL BE CONDUCTED SOLELY BY ARBITRATION PURSUANT TO THE RULES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION. ARBITRATION MUST BE COMMENCED BY SERVICE OF A WRITTEN DEMAND FOR ARBITRATION OR A WRITTEN NOTICE OF INTENTION TO ARBITRATE UPON THE OTHER PARTY.  THE DECISION AND AWARD OF THE ARBITRATOR(S) SHALL BE CONCLUSIVE AND BINDING UPON ALL PARTIES, AND ANY JUDGMENT UPON ANY AWARD RENDERED MAY BE ENTERED IN A COURT HAVING JURISDICTION THEREOF, AND NEITHER PARTY SHALL OPPOSE SUCH ENTRY. ANY SUCH ARBITRATION SHALL BE HELD IN THE CITY AND STATE WHERE ZINGEROO CRYPTO’S PRINCIPAL OFFICE IS LOCATED AT THE TIME SUCH ARBITRATION IS COMMENCED.  YOU AND I AGREE THAT THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS ACTION BASIS, AND I EXPRESSLY WAIVE ANY RIGHT TO BRING A CLASS ACTION LAWSUIT OR ARBITRATION AGAINST ZINGEROO CRYPTO OR ITS REPRESENTATIVES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS OR CONTROL PERSONS WITH RESPECT TO ANY CLAIMS.

26. Electronic Signatures and Modifications to the Agreement.

I agree to transact business with You electronically. By electronically signing an application for an account, I acknowledge and agree that such electronic signature is valid evidence of My consent to be legally bound by this Agreement and such subsequent terms as may govern the use of Your services. The use of an electronic version of any document fully satisfies any requirement that the document be provided to Me in writing. I accept notice by electronic means as reasonable and proper notice, for the purpose of any and all laws, rules and regulations. I acknowledge and agree that Zingeroo Crypto may modify this Agreement from time-to-time, and I agree to consult the Platform from time-to-time for the most up-to-date Agreement. The electronically stored copy of this Agreement is considered to be the true, complete, valid, authentic and enforceable record of the Agreement, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. I agree to not contest the admissibility or enforceability of Zingeroo Crypto’s electronically stored copy of the Agreement.

Consent to Electronic Delivery of Documents. By agreeing to electronic delivery, I am giving My informed consent to electronic delivery of all Account Documents, as defined below, other than those I have specifically requested to be delivered in paper form. “Account Documents” include notices, disclosures, current and future account statements, regulatory communications (such as prospectuses, proxy solicitations, and privacy notices), trade confirmations, and any other information, documents, data, and records regarding My Account and the services (including amendments to this Agreement) delivered or provided to me by Zingeroo Crypto and any other parties. I agree that I can download, save, and/or print any Account Documents I receive via electronic delivery for My records.

Electronic Delivery System. I acknowledge that Your primary methods of communication with Me include, without limitation, (A) posting information on the Platform, (B) providing information via the App, and (C) sending email(s) to My email address of record, and, to the extent required by law, (D) providing Me with notice(s) that will direct Me to the Platform where I can read and print such information. Unless otherwise required by law, You reserve the right to post Account Documents on the Platform without providing notice to Me. Further, You reserve the right to send Account Documents to My postal or email address of record, or via the App. I agree that all Account Documents provided to Me in any of the foregoing manner are considered delivered to Me personally when sent or posted by Zingeroo Crypto, whether I receive it or not.

Email Notifications. All email notifications regarding Account Documents will be sent to My email address of record. I understand that email messages may fail to transmit promptly or properly, including being delivered to SPAM folders. I further understand that it is My sole responsibility to ensure that any emails from Zingeroo Crypto are not marked as SPAM. Regardless of whether or not I receive an email notification, I agree to check the Platform regularly to avoid missing any information, including, without limitation, time-sensitive or otherwise important communication.

The Internet is not Secure. I acknowledge that the Internet is not a secure network and agree that I will not send any confidential information, including, without limitation, Account numbers or passwords, in any unencrypted emails. I also understand that communications transmitted over the Internet may be accessed by unauthorized or unintended third parties and agree to hold You and Your parent company and affiliates harmless for any such access regardless of the cause.

Review of Account Documents. I agree to promptly and carefully review all Account Documents when they are delivered and notify Zingeroo Crypto in writing within five (5) calendar days of delivery if I object to the information provided. If I fail to object in writing within five (5) calendar days of delivery, Zingeroo Crypto is entitled to treat such information as accurate and conclusive.

Costs. Potential costs associated with electronic delivery of Account Documents may include charges from Internet access providers and telephone companies, and I agree to bear these costs. Zingeroo Crypto will not charge Me additional online access fees for receiving electronic delivery of Account Documents.

Archival. Through the Platform, I will have access to an archive of all documents I received via electronic delivery for a period of one (1) year. Upon My request, I may obtain copies of earlier documents for up to six (6) years for account statements, and three (3) years for trade confirmations.

Revocation of Consent. Subject to the terms of this Agreement, I may revoke or restrict My consent to electronic delivery of Account Documents at any time by notifying Zingeroo Crypto in writing of My intention to do so. I also understand that I have the right to request paper delivery of any Account Document that the law requires Zingeroo Crypto to provide Me in paper form. I understand that if I revoke or restrict My consent to electronic delivery of Account Documents or request paper delivery of same, Zingeroo Crypto, in its sole discretion, may charge Me a reasonable service fee for the delivery of any Account Document that would otherwise be delivered to Me electronically, restrict or close My Account, and/or terminate My access to Zingeroo Crypto’s services. I understand that neither My revocation nor restriction of consent, My request for paper delivery, nor Zingeroo Crypto’s delivery of paper copies of Account Documents will affect the legal effectiveness or validity of any electronic communication provided while My consent was in effect.

Duration of Consent. My consent to receive electronic delivery of Account Documents will be effective immediately and will remain in effect unless and until either I or Zingeroo Crypto revokes it. I understand that it may take up to three (3) business days to process a revocation of consent to electronic delivery, and that I may receive electronic notifications until such consent is processed.

Hardware and Software Requirements. I understand that in order to receive electronic deliveries, I must have access to the Internet, a valid email address, and the ability to download such applications as Zingeroo Crypto may specify and to which I have access. I also understand that if I wish to download, print, and/or save any information I wish to retain, I must have access to a printer or other device in order to do so.

Consent and Representations. I hereby agree that I have carefully read the above information regarding informed consent to electronic delivery and fully understand the implications thereof. Additionally, I hereby agree to all conditions outlined above with respect to electronic delivery of any Account Document. I will maintain a valid email address and continue to have access to the Internet. If My email address changes, I agree to immediately notify Zingeroo Crypto of My new email address in writing.

27. Miscellaneous Provisions.

The following provisions shall also govern this Agreement:

(a) Headings. The heading of each provision hereof is for descriptive purposes only and shall not be (1) deemed to modify or qualify any of the rights or obligations set forth herein or (2) used to construe or interpret any of the provisions hereunder.

(b) Binding Effect; Assignment. This Agreement shall bind My heirs, assigns, executors, successors, conservators and administrators. I may not assign this Agreement or any rights or obligations under this Agreement without first obtaining your prior written consent. You may assign, sell or transfer My Account and this Agreement, or any portion thereof, at any time, without My prior consent.

(c) Severability. If any provisions or conditions of this Agreement are or become inconsistent with any present or future law, rule or regulation of any applicable government, regulatory or self-regulatory agency or body, or are deemed invalid or unenforceable by any court of competent jurisdiction, such provisions shall be deemed rescinded or modified, to the extent permitted by applicable law, to make this Agreement in compliance with such law, rule or regulation, or to be valid and enforceable, but in all other respects, this Agreement shall continue in full force and effect.

(d) Entirety of Agreement. This Agreement, any attachments hereto, other agreements and policies referred to in this Agreement (including, but not limited to, the Platform postings), and the terms and conditions contained in My Account statements and confirmations, contain the entire agreement between Zingeroo Crypto and Me and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Zingeroo Crypto and Me, provided, however, that any and all other agreements between Zingeroo Crypto and Me, not inconsistent with this Agreement, will remain in full force and effect.

(e) Platform Postings. I agree and understand that Zingeroo Crypto may post other specific agreements, disclosures, policies, procedures, terms and conditions that apply to My use of the Platform or My Account on the Platform. I understand that it is My continuing obligation to understand the terms of such postings, and I agree to be bound by such postings as are in effect at the time of My use.

(f) Amendment. You may at any time amend this Agreement without prior notice to Me. The current version of the Agreement will be posted on the Platform and My continued Account activity after such amendment constitutes My agreement to be bound by all then in effect amendments to the Agreement, regardless of whether I have actually reviewed them. Continued use of the Platform or any other Zingeroo Crypto services after such posting will constitute My acknowledgment and acceptance of such amendment. I agree to regularly consult the Platform for up-to-date information about Zingeroo Crypto services and any modifications to this Agreement. You are not bound by any verbal statements that seek to amend the Agreement.

(g) Termination. You may terminate this Agreement, or close, deactivate or block access to My Account at any time at Your sole discretion. I understand that if My Brokerage Account is terminated, limited, blocked, suspended, or otherwise restricted in any way, then you may Terminate this Agreement and close, deactivate or block access to My Account. I will remain liable to You for all obligations incurred in My Account or otherwise, whether arising before or after termination. I may terminate this Agreement after paying any obligations owed upon written notice. I understand that You may delay or refuse to terminate My Account in instances where it deems appropriate or necessary, in its sole discretion, including but not limited to, where (a) Zingeroo Crypto believes such action is prudent in order to satisfy Zingeroo Crypto’s anti-money laundering obligations, (b) Zingeroo Crypto suspects that I am connected to, engaged in, or acting in furtherance of fraud, or potential fraud, (c) I am in violation of the Agreement, or (d) the Account has outstanding actual or anticipated fees or other charges against it. This Agreement survives termination of My Account. Upon termination of My Account, I understand and agree that any and all Cryptocurrency holdings in My Account will be liquidated and that the USD proceeds will be transferred into My Brokerage Account.

(h) No Waiver; Cumulative Nature of Rights and Remedies. I understand that Your failure to insist at any time upon strict compliance with any term contained in this Agreement, or any delay or failure on Your part to exercise any power or right given to You in this Agreement, or a continued course of such conduct on Your part, shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other further exercise. All rights and remedies given to You in this Agreement are cumulative and not exclusive of any other rights or remedies to which You are entitled.

(i) Governing Law. This Agreement and all transactions made in My Account shall be governed by the laws of the State of Massachusetts (regardless of the choice of law rules thereof).

 

BY ELECTRONICALLY SIGNING BELOW, I AGREE TO THIS AGREEMENT.

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ACCEPTED BY ZINGEROO CRYPTO LLC

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