Effective Date: June 7, 2021

Catalyx™ is a trade mark owned by CatalX CTS Ltd.

Please read these Catalyx™ Terms of Service carefully. They govern and dictate all the terms and conditions, including your rights and obligations, for accessing and using any of our services. IT IS IMPORTANT TO REVIEW AND UNDERSTAND THE DISCLAIMER AT THE END OF THIS DOCUMENT.

All the terms and conditions provided below are referred to as the “Terms” and they apply to any and all access or use to any services made available by CatalX CTS LTD. (“d.b.a Catalyx™”) using the website Catalyx.io, or any affiliated or partner websites (together, the “Site”) or our mobile applications, or any other related service provided by Catalyx (collectively, the “Services”). By accessing or using any Services, you expressly agree to be fully and unequivocably bound by these Terms.

ONCE YOU PROCESS A TRANSACTION (AS DEFINED), YOU WILL BE REQUIRED TO PASS A FULL “KYC VERIFICATION” IN ORDER TO WITHDRAW THE FUNDS, REGARDLESS OF THE DOLLAR VALUE.

1. MODIFICATION OF TERMS

Catalyx may modify these Terms by providing reasonable notice of any such modification, including by sending you an email, or providing notice on our Site. You confirm that you agree to any such modifications as and when made by Catalyx. If you do not agree to any modification to the Terms, you must stop using the Services. You are encouraged to review the Terms often to ensure you understand the terms and conditions that apply to your access and use of the Services. If you have any question whatsoever regarding the Terms, the use of the Site, or the Services, please contact our Support Team by sending an email to legal [at] Catalyx.io.

2. ELIGIBILITY

2.1 General Requirements

The Services are exclusively for use by users who are 19 years or older and who satisfy the criteria described herein. You represent and warrant that you:

(a) are of legal age to form a binding contract (at least 19 years old);

(b) have not previously been suspended or removed from using our Services;

(c) are not identified as a “politically exposed person” under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act;

(d) are not restricted from using our Services by any government entity in Canada or in the United States; and (e) have full power and authority to agree to these Terms.

2.2 Restricted Locations

You may not use the Services if you are located in, or a citizen or resident of any province, state, country, territory or other jurisdiction that is embargoed by Canada or the United States or where your use of the Services would be illegal or otherwise violate any applicable law. You represent and warrant that you are not a citizen or resident of any such jurisdiction and that you will not use any Services while located in any such jurisdiction. You also may not use the Services if you are located in, or a citizen or resident of, any other jurisdiction where Catalyx has determined, at its sole discretion, to prohibit use of the Services. Catalyx may implement controls to restrict access to the Services from any jurisdiction and you will comply with any such controls even if their effectiveness is less than intended or can be bypassed altogether.

2.3 Enterprise User

You will use the Services only for your own benefit and account and not on behalf of, or for any other person or company or third party. The only exception to this strict requirement is if Catalyx has provided you prior, written approval to use the Services for trading on behalf of another person, or company or other legal entity (we will refer to this type of authorized use as an “Enterprise User”). The Enterprise User must comply with Article 3.3 “Identity Verification”. If you have been approved as an Enterprise User, such approval will be limited only for the persons, companies, or entities which you have designed in writing and have been specified by specific reference in Catalyx written approval. If Catalyx has provided you prior written approval to use the Services for trading as an Enterprise User, you will use the Services solely for the benefit and account of the specified person(s) and/or Enterprise(s) only. In addition, if you use any Services on behalf of any person or Enterprise, you agree to these Terms on behalf of yourself and on behalf of the person(s) and/or Enterprise(s) as well, and you represent and warrant that you have the authority to bind the person(s) and/or the Enterprise(s) to these Terms and that both you and the person(s) and/or Enterprise(s) will be jointly and severally liable under these Terms.

3. ACCOUNT

3.1 Catalyx Account

In order to use any Services, you must create and maintain an account through the Services (“Catalyx Account”). To create, use or maintain your Catalyx Account, you will be required to provide Catalyx with certain information and documentation, including information and documentation for verifying your identity. Among other things, you will:

(a) create a personal and secure password;

(b) provide complete and accurate information;

(c) promptly update any information you have provided so that the information remains constantly complete and accurate at all times;

(d) secure access to and use of your Catalyx Account by protecting your password from unauthorized access or use;

(e) promptly notify Catalyx if you discover or suspect any unauthorized access or use of your Catalyx Account or of any other potential or actual security breaches related to your Catalyx Account or to Catalyx in general; and

(f) be responsible for all activities that occur by and through your Catalyx Account, and accept all risks of any authorized or unauthorized access and/or use of your Catalyx Account.

3.2 Enhanced Security

Catalyx may at its sole discretion offer enhanced security features for your Catalyx Account (including, for example, two-factor authentication or facial recognition sign-in). Catalyx encourages, but may or may not require that you use any such enhanced security features. If enhanced security features are offered to you, or required for your account, and you do enable and/or use enhanced security features, it is your responsibility to ensure the security of, and your continuous control over, any device or account that may be associated with the enhanced security features.

3.3 Identity Verification

Depending on the functions that you seek to enable on your account and based on Catalyx unilateral risk determination and KYC verification, Catalyx requires identity verification and may implement other screening procedures for you and/or for transactions associated with your Catalyx Account. You must submit the following information:

  • Your email address

  • Phone number

  • Full legal name

  • Address

  • Date of Birth (No ID required)

These verification and screening procedures may include, without limitation, checking the information you provide against list maintained by various Canadian, U.S., or other governmental agencies and bodies, for identification of individuals or business entities that are prohibited from or limited in the types of business activities or transactions allowed with Canadian companies and service providers. You may be required to provide Catalyx with personal information, including, but not limited to, social insurance number or other taxpayer identification number, government-issued identification number, copy or photograph of your government-issued identification or other proof, photographic or otherwise, of your identity, and information regarding your bank account(s). You expressly authorize Catalyx, directly or through a third party, to make any inquiries Catalyx considers necessary to verify your identity and/or protect against fraud, including but not limited to:

(a) publicly available identity information (e.g., your name, address, past addresses, credit history, date of birth, etc.);

(b) account information associated with any linked bank accounts (e.g., name, address, taxpayer identification numbers, or account balance(s), etc.); and

(c) take any and all action Catalyx deems necessary based on Catalyx sole discretion, which may include the results of such inquiries and reports. You further expressly authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests and will provide written authorizations immediately upon request, if and as required. Catalyx will have no liability or responsibility for any consequences of its verification or screening as described herein, including but not exclusive of any potential or actual permanent or temporary inability to access or use any Services, including your inability to withdraw any coins, currency, or Tokens or execute any Trades, as a result of any identity

verification or other screening procedures.

3.4 Responsibility for Account Activities

You will be bound by, and hereby authorize Catalyx to accept and rely on, any agreements, instructions, orders, authorizations and any other actions made, provided or taken by anyone who has accessed or used your Catalyx Account regardless of whether the access is authorized or unauthorized. Upon receipt of written notice from you that the security of your account has been compromised, Catalyx may take reasonable steps to protect your account, including, for example, not allowing actions or activity initiated using any compromised account passwords, but Catalyx is under no obligation to do so and has no liability in the event no steps are taken.

3.5 Number of Catalyx Accounts

Catalyx may, in its sole discretion, limit the number of Catalyx Accounts that you may hold, maintain, or acquire. This includes any Catalyx Accounts that are determined to be associated to or related to you in any way. In the case of an Enterprise User, this also applies to any and all persons or Entities that may have a Catalyx Account, or any Catalyx Accounts that are determined to be associated or related to you or any of the persons or Entities on whose behalf you are Trading.

3.6 Non-Resident Disclaimer

All non-resident individuals or business entities who have gains from disposition of property, including digital assets, and who are required to notify the Canada Revenue Agency (CRA) are required to have a Canadian taxation number, as follows:

(a) if you are a former resident of Canada, this taxation number is your Social Insurance Number (“SIN”);

(b) if you do not have a SIN but previously filed a Canadian income tax return, you may have been assigned a Temporary Tax Number (“TTN”) or an Individual Tax Number (“ITN”);

(c) if you are a business entity, you must have a Business Number (“BN”);

(d) if you are a Trust, you may have been assigned a Trust account number, or a special account number will be allocated in the name of the trust.

If you had a SIN but don't remember it, please ensure you state this on the notification form along with your date of birth, your complete legal name, and the address you lived at in Canada prior to emigrating. If you do not have a Canadian SIN, TTN, or ITN you should complete Form T1261, Application for a Canada Revenue Agency Individual Tax Number (ITN) for Non-Residents, and send it to the CRA as soon as possible. If you do not have a BN, you must obtain one.

4. RISK DISCLOSURES; ASSUMPTION OF RISKS; RELEASE OF CATALX

Trading virtual currency, coins, currency, cryptocurrency, cryptographic tokens and/or any other digital rights or assets (“Tokens”), and the use of any other Services provided by Catalyx, may involve significant risks and a high potential for financial losses, including but not exclusive of:

(a) The features, functions, characteristics, operation, use or any other properties of any Token (“Token Properties”) and the software, networks, protocols, systems, and other technology (including, as applicable, any blockchain) (“Underlying Technology”) used to administer, create, issue, transfer, cancel, use or transact in any Token may be complex, technical or difficult to understand or evaluate.

(b) Any Token and its Underlying Technology may be vulnerable to hacking or attacks on the security, integrity or operation of the Token or its Underlying Technology (“Attacks”), including Attacks using computing power sufficient to overwhelm the normal operation of a blockchain or other Underlying Technology.

(c) Any Token, Token Properties or Underlying Technology may change or otherwise cease to operate as expected for any number of reason, such as for example changes made to the Underlying Technology, to using features or functions built into the Underlying Technology or to any other aspect of the Token, Token Properties, or Underlying Technology resulting from an Attack or any attempt at hacking or an attack. These changes could specifically include, but not be exclusive of a “fork” or “rollback” of a Token or blockchain.

(d) Any Token may be cancelled, lost or double spent, or otherwise lose all or most of their value, due to forks, rollbacks, Attacks, changes to Token Properties or failure of the Token to operate as intended.

(e) Catalyx may suspend or cease to support the transfer, storage or trading of any Token at any time at Catalyx sole discretion.

(f) Catalyx may choose not to support metacoins, colored coins or other Tokens, or their related side chains or other Underlying Technology that are based on a fork, enhancement, or derivative of a different Token or Underlying Technology (“Derivative Protocols”) at Catalyx sole discretion, even if the Derivative Protocol is based on a Token that is otherwise supported by Catalyx.

(g) Catalyx may suspend or reject any transaction requests, suspend or cease support for Tokens, or suspend or terminate any access to Services in order to comply with applicable laws or regulations or to an order from law enforcement or other governmental authority, or for other reasons as specified in these Terms or otherwise at Catalyx sole discretion.

(h) You may be unable to withdraw Tokens prior to Catalyx ceasing to support transfer of any such Tokens, resulting in the loss of any such Tokens remaining in your Catalyx Account.

(i) Any Token may decrease in value or lose all of its value for no known reason, or for one or more reasons due to factors such as discovery of wrongful conduct, market manipulation, changes to Token Properties or perceived value of Token Properties, Attacks, suspension or cessation of support for a Token by Catalyx or other exchanges or service providers, or other factors outside the control of Catalyx.

(j) Any Token may decrease in value or lose all of its value due to legislative or regulatory activity, or other government or inter-government action. Government regulation of Tokens is uncertain and changing rapidly.

(k) Any Token may be lost if sent to the wrong address (for example but without limitation, if the address is improperly formatted, contains errors, or is intended to be used for a different type of Token).

(l) You may be prevented from sending a transaction request, or your transaction request or email may not be received by Catalyx or the Services, due to hardware, software or service issues (including, without limitation, access to Internet and/or other network connectivity issues).

(m) Your transaction request or email to Catalyx or the Services may be lost, intercepted or altered during transmission.

(n) Unauthorized third parties may access or use your Catalyx Account and effect transactions without your knowledge or authorization, whether by obtaining the password to your Catalyx Account, obtaining control over another device or account used by you in connection with any enhanced security measures enabled for your account, or by other methods.

The risks described herein may result in loss of Tokens, decrease in or loss of all value for Tokens, inability to access or transfer Tokens, inability to trade Tokens, inability to receive financial benefits available to other Token holders, and other financial losses to you. You hereby assume, and agree that Catalyx will have no responsibility or liability for, any and all such risks.

You hereby irrevocably waive, release and discharge any and all claims, whether known or unknown to you, against Catalyx, its Affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth herein. You waive application of any statute or law of any jurisdiction which purports to limit general releases to only claims that are known or suspected to exist at the time of executing such a release.

You represent and warrant that you have: (a) the necessary technical knowledge and/or ability to review and evaluate the security, integrity and operation of any Tokens that you decide to acquire or trade; and (b) the knowledge, experience, understanding, access to and/or actual professional advice and information to make your own evaluation of the merits and risks of any Token or trade. You accept the risk of trading Tokens by using the Services, and are solely and exclusively responsible for conducting your own independent analysis of the risks specific to the Tokens and the Services. You will not acquire or trade any Tokens unless you have sufficient financial resources to do so and can afford to lose all value of the Tokens.

Catalyx decision to support transfer, storage or trading of any particular Token through the Services does not indicate Catalyx approval or disapproval of the Token or the integrity, security or operation of the Token or its Underlying Technology. The risks associated with Tokens and trading Tokens apply notwithstanding Catalyx decision to support a particular Token. Catalyx does not provide trading advice, does not have any fiduciary duty to you or any other user or person or Enterprise and does not make any warranty or representations about any Token, including but not exclusive of the suitability or non-suitability for trading or ownership by you or any person or Enterprise.

5. PRIVACY POLICY

Please refer to our privacy policy for information about how Catalyx collects, uses, and shares your information.

6. ACCOUNT FUNDING; TRANSFERS; CUSTODIAL ARRANGEMENT

6.1 Initial Account Funding

In order to engage in a Trade (as defined below) you must first transfer Tokens that are supported by the Services to your Catalyx Account. The Services associated with your Catalyx Account may include a wallet service provided by Catalyx (“Hosted Wallet”).

The Hosted Wallet will permit you to generate one or more addresses to which Tokens may be transferred from an account, wallet or address not hosted or controlled by Catalyx (“External Account”). Catalyx may require that you verify your control over an External Account or satisfy other verification or screening requirements prior to enabling transfers between the applicable External Account and your Hosted Wallet (any such External Account, an “Approved External Account”). The Approved External Account authorized holder is required to supply the information as per Article 3.3 “Identity Verification”.

6.2 Deposits

You may periodically at your discretion transfer from an Approved External Account to your Hosted Wallet any Tokens that are supported for transfer and storage using the Services. If you transfer or attempt to transfer to your Hosted Wallet any Tokens that are not supported by the Services, such Tokens may be permanently lost.

6.3 Withdrawals

You are required to retain in your Hosted Wallet a sufficient quantity of Tokens necessary to satisfy any open orders and any and all applicable Catalyx fees. In addition, there may be limits on the amounts that you are able to withdraw on a daily basis or for any other periodic basis. Otherwise, you may periodically withdraw Tokens by transferring Tokens from your Hosted Wallet to an address not controlled by Catalyx (“External Address”). Catalyx may require you to verify that any External Address to which you seek to transfer Tokens is associated with an Approved External Account and Identity Verification has been issued.

You hereby authorize Catalyx to use your Hosted Wallet to send to any External Address specified by you using the Services, the number of Tokens specified by you using the Services. Catalyx is not able to reverse any transfers and will not have any responsibility or liability if you have instructed Catalyx to send Tokens to an address, whether correct or incorrect, properly or improperly formatted, intentionally or negligently misdirected, or erroneous or intended for a different type of Token.

6.4 Additional Transfer Terms

You will be responsible for:

(a) paying all fees charged by any third party service provider associated with any External Account or External Address as well as for paying any fees charged by Catalyx for any transfers;

(b) ensuring that any inbound and outbound transfers are handled in compliance with Catalyx requirements, third party service provider requirements or Token requirements;

(c) ensuring that the address to which any Tokens are to be transferred is properly formatted and suitable for the type of Token being transferred; and

(d) ensuring that there are no errors in any of the transfer instructions you provide using the Services.

In the event you fail to comply with any requirements of this Section, the transferred Tokens may be permanently lost. The timing for completing any transfer may also depend on third party actions that are outside the control of Catalyx and Catalyx makes no guarantee regarding the amount of time it may take to complete any transfer. Catalyx may impose limits on the amount of any inbound or outbound transfers, or suspend or terminate the ability to transfer Tokens into or out of your Hosted Wallet in order to comply with applicable laws or regulations, an order from law enforcement or other governmental authority, or otherwise at Catalyx discretion.

6.5 Custodial Arrangement

Catalyx has entered into a temporary fiat custodial arrangement with a functionally independent firm. The custodian has established a robust system of controls and supervision to manage the risks and to ensure the protection of your assets. The controls include, but not limited to:

(a) for cash, an account number or other similar designation in the records of the custodian, reflect the beneficial ownership of your cash is vested in you;

(b) where cash is held in the Catalyx account, it is held separate from Catalyx property and held by the custodian in a designated trust account in trust for you; or

(c) where cash is held for the purpose of bulk trading in Catalyx name and a transfer of cash is to be made to your custodian, that it be completed as soon as possible after a trade.

7. EXCHANGE ORDERS AND TRADES

7.1 Orders; Fees

A “Trade” is an exchange of Tokens for which trading is supported on the Services between you and another user of the Services whereby you dispose of Tokens and acquire Tokens as part of a single transaction of exchange, or a series of transactions of exchange, or series of exchanges. Upon you processing a transaction, you are required to pass a full KYC verification in order to withdraw the funds, regardless of the dollar value. An “Order” is created when you enter an instruction to execute a Trade using the Services. When you enter an Order you authorize Catalyx to execute a Trade on a spot basis for all or a portion of the number of Tokens specified in your Order in accordance with such Order. You agree to pay Catalyx any applicable fees for Trades and authorize Catalyx to deduct any such fees from your Hosted Wallet.

7.2 No Broker or Fiduciary Relationship

Catalyx is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any Trades or other decisions or activities effected by you using the Services. No communication or information provided to you by Catalyx is intended as, or shall be considered or construed as, advice.

7.3 Order Confirmation

Before an Order is placed, the Services will generate and display a confirmation dialogue box summarizing the details of the proposed transaction, including type and amount of Tokens you are seeking to dispose of, the type and amount of Tokens that you are willing to accept in exchange for the Tokens you are seeking to dispose of, Catalyx estimated fees if the entire Order were to be executed, and the total number and type of Tokens that will be transferred out of your Hosted Wallet if the entire Order were to be executed. Your Order will be placed upon confirmation of the Order summary via the Services. Notwithstanding the foregoing, you agree that the failure of the Services to provide such Order summary or confirmation shall not prejudice or invalidate any Order submitted by you or any Trade completed based on such Order.

7.4 Order Matching and Trade Execution

Upon placement of an Order, your Catalyx Account will be updated to reflect the open Order and your Order will be included in Catalyx order book for matching with Orders from other users. If all or a portion of your Order is matched with another user, the Services will execute a Trade. Upon execution of a Trade, your Catalyx Account will be updated to reflect that the Order has either been closed due to having been fully executed, or updated to reflect any partial fulfillment of the Order. Orders will remain open until fully executed or cancelled. For purposes of effectuating a Trade, you authorize Catalyx to take temporary control of the Tokens that you are disposing of in the Trade.

7.5 Cancellations

You may only cancel an order initiated via the Services if such cancellation occurs before your Order has been matched with an Order from another user. Once your Order has been matched with an Order from another user, you may not change, withdraw, or cancel your authorization for Catalyx to complete such Order. If any order has been partially matched, you may cancel the unmatched portion of the Order unless and until the unmatched portion has been matched. Catalyx reserves the right to refuse any cancellation request associated with a market Order after you have submitted such Order.

7.6 Insufficient Tokens

If you have an insufficient amount of Tokens in your Hosted Wallet to fulfill an Order, Catalyx may cancel the entire Order or may fulfill a partial Order that can be covered by the Tokens in your Hosted Wallet (after deducting any fees payable to Catalyx in connection with the Trade), in Catalyx sole discretion and without notice to you.

8. GENERAL TERMS

8.1 Conditions and Restrictions

Catalyx may, at any time and in its sole discretion, refuse any transfer request, Order or other transaction request submitted via the Services, impose limits on the amounts of transfers or Trades that can be completed on a daily or other periodic basis or impose any other conditions or restrictions upon your use of the Services, without prior notice. As an example and for illustration purposes only, Catalyx may:

(a) limit the number of open Orders that you can establish via the Services;

(b) restrict transaction requests from certain locations; or

(c) restrict withdrawals or trading if there is a reasonable suspicion of fraud, diminished capacity, inappropriate activity, or if Catalyx receives reasonable notice that your ownership of some or all of the Tokens in your Catalyx Account is in dispute.

8.2 Accuracy of Information

You must provide any information required by any screen displayed within the Services. You represent and warrant that all information you provide via the Services is accurate and complete.

8.3 Support for Tokens

Catalyx retains the right, in its sole discretion, to determine whether to support transfer, storage or trading of any Token using the Services, and may discontinue or terminate any support for any Token at any time for any or no reason. Unless otherwise required by law or law enforcement, Catalyx will make reasonable efforts to notify you of its decision to cease to support of a Token. If Catalyx ceases to support transfer or storage of a particular Token using the Services, Catalyx will use commercially reasonable efforts to notify you in advance so as to afford you with an opportunity to transfer the affected Token from your Hosted Wallet to an External Address. If you do not transfer the affected Token out of your Hosted Wallet prior to cessation of support for the Token by Catalyx, the Token may be lost due to your inability to access, transfer or otherwise control the Token. Catalyx will not be liable to you for any losses, liability or expenses related to its decision to cease any support for any Token.

8.4 Derivative Protocols

Unless Catalyx notifies you or makes a public statement to the contrary, Catalyx does not support Derivative Protocols and you should not use your Catalyx Account to attempt to transfer, store, trade or engage in any other type of transaction involving a Derivative Protocol. Catalyx will have no responsibility or liability whatsoever in respect to any Derivative Protocol.

8.5 Compliance with Law; Taxes

You are responsible for complying with all applicable laws related to your trading activities and other use of the Services, including without limitation any reporting obligations and payment of all applicable taxes. You will determine what, if any, taxes apply to the Trades and any other transactions you complete via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority.

Catalyx is not responsible for determining whether taxes apply to your Trades or for collecting, reporting, withholding, or remitting any taxes arising from any Trades.

8.6 AML/KYC Compliance

As a business that may be deemed to be a Money Services Business, as this term is currently defined and as the definition of this term evolves, Catalyx maintains an internal ‘anti-money laundering’ and ‘know your customer’ compliance program (“AML/KYC Program”). The Catalyx AML/KYC Program is a risk-based program founded on the requirements of applicable regulations, other anti-money laundering laws and implementing regulations, and guidance promulgated by the financial regulatory authorities in Canada. This AML/KYC Program may be updated from time- to-time, including the procedures that Catalyx uses to verify its customers’ identities.

8.7 Error Correction Attempts

Catalyx may, at its unilateral option and sole discretion, attempt to correct, reverse or cancel any Order, Trade or transfer with respect to which Catalyx has discovered that there was an error, whether such error was by you, Catalyx or a third party. You expressly authorize Catalyx to make any such attempt at any such correction, reversal or cancellation described herein. Catalyx provides no guarantee or warranty that any such attempt will be made, or will be successful if made, and will have no responsibility or liability for the error or any correction attempt.

8.8 Unclaimed Property

If your Catalyx Account has been inactive and you have not responded to reasonable attempts by Catalyx to contact you for a reasonable period of time (as defined by the applicable laws in Canada), Catalyx may have an obligation to report any Tokens in your Hosted Wallet to the applicable governmental entity as unclaimed property. If this happens, Catalyx will attempt to contact you using the contact information provided by you. If you do not respond, Catalyx may be obligated to turn over any Tokens in your Hosted Wallet to the applicable governmental entity after deducting any fees payable to Catalyx.

8.9 Property Disputes

If Catalyx receives notice that any Tokens held in your Hosted Wallet are alleged to have been stolen or otherwise are not lawfully possessed by you, Catalyx may, but has no obligation to, place an administrative hold on the affected Tokens or your Hosted Wallet. If Catalyx does place an administrative hold on some or all of your Tokens, CatalyX may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to Catalyx has been provided to Catalyx in a form acceptable to Catalyx. Catalyx has no obligation to involve itself in any such dispute or the resolution of the dispute. You agree that Catalyx will have no liability or responsibility for any such hold, or for your inability to withdraw Tokens or execute Trades during the period of any such hold.

8.10 Token Promotions

You are responsible for doing all things and taking all actions necessary to enable or receive financial or other benefits made available to Token holders. For example, and without limitation, if new or additional Tokens are provided (whether by “airdrop” or other means) to holders of a Token, it would be your responsibility to claim the Tokens and to designate the wallet address for such Tokens to be delivered. Catalyx has no responsibility to enable, facilitate or help with claiming or receiving any such Tokens or other benefits.

8.11 Unacceptable Use or Conduct

You will not:

(a) violate any law, regulation, contract, intellectual property or other third-party right, or commit a tort while using the Services;

(b) use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;

(c) use the Services to pay for, support, or otherwise engage in any illegal gambling activities, fraud, money-laundering, or terrorist activities, or other illegal activities;

(d) use any robot, spider, crawler, scraper, or other automated means or interface not provided by Catalyx to access the Services or to extract data;

(e) use or attempt to use another user’s account without authorization;

(f) attempt to circumvent any content filtering techniques Catalyx employs, or attempt to access any service or area of the Services that you are not authorized to access;

(g) introduce to the Services any malware, virus, trojan worms, logic bombs, or other harmful material;

(h) develop any third-party applications that interact with our Services without our prior written consent, or unless otherwise agreed;

(i) provide false, inaccurate, or misleading information;

(j) post content or communications that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;

(k) post content containing unsolicited promotions, political campaigning, or commercial messages (whether SPAM or not) or any chain messages or user content designed to deceive or trick the user of the Service;

(l) post content containing private information of any third-party including, but not limited to, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; or,

(m) encourage or induce any third party to engage in any of the activities prohibited under this Section.

9. FEES

You agree to pay Catalyx the fees described in the fee schedule (“Fee Schedule”), and as updated by Catalyx at Catalyx sole discretion. The Fee Schedule will apply prospectively to any and all Trades or other transactions that take place following the effective date of the Fee Schedule, including any updates. You authorize Catalyx to remove Tokens from your Hosted Wallet for any applicable fees owed by you under these Terms.

10. CHANGES; SUSPENSION; TERMINATION

10.1 Changes to Services

Catalyx may, at its sole discretion and without liability to you or any person or Enterprise, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, all or any portion of any Services.

10.2 Suspension or Termination of Services

Catalyx may, at its sole discretion and without liability to you, with or without prior notice and at any time, temporarily suspend or permanently terminate your access to all or a portion of any Services.

10.3 No Liability

Catalyx will not be liable for any losses suffered by you resulting from any modification of any Services or from any suspension or termination of your access to all or a portion of any Services (whether pursuant to this Section 10 or for any other reason). If and when Services resume, you acknowledge that Token valuations and exchange rates may differ significantly from the valuations and rates prior to such event.

10.4 Effect of Termination

In the event of discontinuation of all Services or other termination of your right to access all Services:

(a) all amounts payable by you to Catalyx will immediately become due;

(b) Catalyx may delete or deactivate your Catalyx Account and all related information and files in such account without liability to you; and

(c) Catalyx may cancel any open Orders or other transaction requests that are pending at the time of discontinuation or termination. In the event of discontinuation or termination of all Services or discontinuation or termination of transfer or storage Services for all or some Tokens, Catalyx will use commercially reasonable efforts, unless prohibited in order to comply with applicable laws or regulations or by order of law enforcement or other governmental authority, to provide you with a reasonable period of time to remove the affected Tokens from your Hosted Wallet.

10.5 Survival

The terms of Sections 2.3, 3.3, 4, 5, 6 and 8 through 20 will survive and continue any termination of your access to the Services for ten (10) years, unless otherwise required by applicable law.

11. ELECTRONIC NOTICES

11.1 Consent to Electronic Delivery

You consent to receive electronically all communications, agreements, documents, receipts, notices, and disclosures (collectively, “Communications”) that Catalyx provides in connection with this Agreement, your Catalyx Account or any Services. You agree that Catalyx may provide these Communications to you by posting them via the Services, by emailing them to you at the email address you provide, sending them using an app or other messaging service to your account on the app or messaging service, and/or by sending a text message to a mobile phone number that you provide (SMS).

Your carrier’s normal, messaging, data, and other rates and fees may apply to any mobile Communications. You should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy. You may also contact Catalyx Support Team to request additional electronic copies of Communications or, for a fee, paper copies of Communications (as described below) by filing a support request at [email protected].

11.2 Hardware and Software Requirements

In order to access and retain electronic Communications, you will need a computer with an Internet connection that has a current web browser with cookies enabled and 128-bit encryption. You will also need to have a valid email address on file with Catalyx and have sufficient storage space to save past Communications or an installed printer to print them.

11.3 Withdrawal of Consent

You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to our Support Team by filing a support request at [email protected]. If you decline or withdraw consent to receive electronic Communications, Catalyx may suspend or terminate your use of the Services.

11.4 Requesting Paper Copies

If, after you consent to receive Communications electronically, you would like a paper copy of a Communication that CatalyX previously sent you, you may request a copy within 30 days after the date Catalyx provided the Communication to you by contacting Catalyx at [email protected]. In order for CatalyX to send paper copies to you, you must have a current street address on file with Catalyx. Please note that our Services operate exclusively online and it is very burdensome for Catalyx to produce paper copies of Communications. Therefore, if you request paper copies, you agree that Catalyx may charge you a processing fee, in the amount described in the Fee Schedule at Catalyx.io/fees for each page of Communication requested.

11.5 Updating Contact Information

It is your responsibility to keep your Identity Verification, such as your email address and/or mobile phone number on file with Catalyx, up to date so that Catalyx can communicate with you electronically. If Catalyx sends you an electronic Communication but you do not receive it because your email address or mobile phone number on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Catalyx will be deemed to have provided the Communication to you. If you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Catalyx to your email address book so that you will be able to receive the Communications Catalyx sends to you. You can update your email address, mobile phone number, or street address at any time by filing a support request at [email protected]. If your email address or mobile phone number becomes invalid such that electronic Communications sent to you by Catalyx are returned, Catalyx may deem your account to be inactive, and you may not be able to complete any transaction via our Services until Catalyx receives a valid, working email address or mobile phone number from you.

12. PROPRIETARY RIGHTS

12.1 Ownership of Services

The Services, Site and all technology, content and other materials used, displayed or provided in connection with the Services or Site (“Catalyx Materials”) together with all intellectual property rights in any of the foregoing are, as between you and Catalyx, owned exclusively by Catalyx.

12.2 Limitations

You may use the Catalyx Materials solely as authorized by Catalyx in connection with your use of the Services for as long as CatalyX permits you to continue to access the Services. Without limiting the foregoing: you will not:

(a) resell, lease, lend, share, distribute or otherwise permit any third party to use the Site, Services or Catalyx Materials or use the Site, Services or Catalyx Materials in any service bureau environment;

(b) modify or create derivative works of the Site, Services or Catalyx Materials, or any portion thereof;

(c) frame, display or incorporate the Site, Services or Catalyx Materials in any website or any other work of authorship;

(d) decompile, disassemble, reverse engineer or attempt to discover the source code of the Site, Services or Catalyx Materials;

(e) use the Site, Services or Catalyx Materials to design, develop or create any competing product or service; or

(f) otherwise use the Site, Services or Catalyx Materials for any commercial or non-commercial purpose other than their intended purposes determined at Catalyx discretion. “ Catalyx”, any product or service names, logos, and other marks used on the Site or Catalyx Materials, or otherwise in connection with the Services, are trademarks owned by CatalyX or its licensors. You may not copy, imitate or use them without Catalyx ‘s prior written consent.

12.3 Feedback

Catalyx will own any feedback, suggestions, ideas, or other information or materials regarding Catalyx or the Services that you provide, whether by email, posting through the Services or otherwise (“Feedback”). You hereby assign to Catalyx all right, title and interest to Feedback together with all associated intellectual property rights. You will not be entitled to, and hereby waive any claim for, acknowledgment or compensation based on any Feedback or any modifications made based on any Feedback.

12.4 User Content

You hereby grant to Catalyx a royalty-free, fully paid-up, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any text, information, data, materials, images, or other content you provide to Catalyx using the Services or submit or post to the Site and that is not Feedback owned by Catalyx (the “User Content”). You represent and warrant that:

(a) you own the User Content or have the right to grant the rights and licenses in these Terms, and

(b) the User Content and use by Catalyx of the User Content as licensed herein does not and will not violate, misappropriate or infringe on the rights of any third party.

CatalyX may remove any User Content from the Site for any reason at CatalyX discretion.

13. THIRD-PARTY CONTENT

In using the Services, you may view content provided by third parties (“Third-Party Content”). Catalyx does not control, endorse, or adopt any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. Catalyx is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.

14. DISCLAIMER OF WARRANTIES

AS PERMITTED UNDER APPLICABLE LAW, THE SITE, THE SERVICES, THE CATALYX MATERIALS AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF CATALYX ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND CATALYX EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, CATALYX DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SERVICES OR CATALYX MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU ACKNOWLEDGE THAT YOUR USER DATA MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, VIRUSES OR OTHER HARMFUL MATERIALS, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.

THE DISCLAIMER OF IMPLIED WARRANTIES CONTAINED HEREIN MAY NOT APPLY IF AND TO THE EXTENT IT IS PROHIBITED BY APPLICABLE LAW OF THE JURISDICTION IN WHICH YOU RESIDE.

15. INDEMNIFICATION

You will defend, indemnify, and hold harmless Catalyx, its Affiliates, and any and all shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to

(a) your use of, or conduct in connection with, the Services;

(b) any Feedback or User Content you provide;

(c) your violation of these Terms; or

(d) your violation of any applicable law or the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, Catalyx (or, at Catalyx discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Catalyx wishes to settle, and if so, on what terms.

16. DISCLAIMER OF DAMAGES

IN NO EVENT WILL CATALYX, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESS OR FINANCIAL BENEFIT) ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES, THE CATALYX MATERIALS, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF CATALYX, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF CATALYX), EVEN IF CATALYX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. LIMITATION OF LIABILITY

IN NO EVENT WILL THE LIABILITY OF CATALYX, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF OR IN CONNECTION WITH SITE, THE SERVICES, THE CATALYX MATERIALS, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF CATALYX, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF CATALYX) EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO CATALYX UNDER THIS AGREEMENT IN THE TRANSACTION IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR IN THE ONE MONTH PERIOD PRECEDING SUCH EVENT, WHICHEVER IS LESS.

18. DISPUTE RESOLUTION; ARBITRATION; WAIVER OF CLASS ACTION

Any and all disputes, controversies or claims arising out of or relating to these Terms or the Services, will be resolved through confidential binding arbitration held in Calgary, Alberta in Canada in accordance with the applicable Arbitration Rules and Procedures (“Rules”).

You agree that any dispute arising out of or related to these Terms or the Services is personal to you and Catalyx and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. To the extent allowed under Alberta law, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You agree that for any arbitration, the party filing the claim will pay the filing fee and the parties will split the remaining fees and costs. Judgment upon any arbitration award may be entered and enforced in any court of competent jurisdiction. Otherwise, you and Catalyx agree that the courts in Alberta have exclusive jurisdiction over any appeals and the enforcement of an arbitration award, with the exception of the Supreme Court of Canada.

WITH RESPECT TO DISPUTES SUBJECT TO ARBITRATION PURSUANT TO THIS SECTION, BOTH YOU AND CATALYX ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) THOSE DISPUTES IN COURT BEFORE A JUDGE OR JURY.

19. GOVERNING LAW

The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Services, will be governed by and construed and enforced in accordance with the laws of Alberta, without regard to conflict of law rules or principles.

You agree that Catalyx may additionally initiate a proceeding related to the enforcement or validity of Catalyx intellectual property rights in any court having jurisdiction thereof. With respect to any other proceeding that is not subject to arbitration under these Terms, the courts located in Alberta will have exclusive jurisdiction. You waive any objection to venue in any such courts.

20. OTHER TERMS

20.1 Copyright Violations

Catalyx has a policy of limiting access to our Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify Catalyx Designated Agent. If you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Catalyx for certain costs and damages. You may submit a proper notification to our Designated Agent using the contact information below:

(a) Designated Agent:

Copyright Manager: Lois Cusker
Address: 1145-1579 Kingsway Avenue, Port Coquitlam, BC V3C 0H1

Telephone Number: (604) 359-8878 ext. 305

Email: [email protected]

20.2 Remedies

If you violate any of these Terms, Catalyx may, as it determines reasonably necessary to remedy or mitigate your violation, delete all or part of such information transmitted by you, suspend or cancel your account, or confiscate Tokens owned by you without any prior notice to you. Catalyx shall in no event be responsible or liable for any damage incurred by the user as a result of an action taken by Catalyx pursuant to this paragraph. Any right or remedy of Catalyx set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under statute, at law or in equity.

20.3 Catalyx Affiliates and Contractors

An “Affiliate” is, with respect to a legal entity, another legal entity that controls, is under common control with, or is controlled by the first legal entity. The Site and any Services may be operated or provided by Catalyx, its Affiliates or their respective contractors. To the extent that an Affiliate of Catalyx, or contractor of Catalyx or an Affiliate of Catalyx, is operating or providing any Services, the Affiliate or contractor’s provision of such Services will be under terms identical to these Terms substituting the Affiliate or contractor’s name wherever Catalyx name occurs in these Terms.

20.4 No waiver

Catalyx failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.

20.5 Severability

The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms. In the case that any Term or portion of a Term is found to be invalid or unenforceable, the remainder of the Terms shall operate as though that portion was not a part of the Terms for the limited purposes of the action for which the validity or enforcement of the said Term is found to be invalid or unenforceable.

20.6 Force Majeure

Catalyx will have no responsibility or liability for any failure or delay in performance of any Services, or any loss or damage that you may incur, due to any circumstance or event beyond the control of Catalyx, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.

20.7 Assignment

You may not assign or transfer any right to use the Services or any of your rights or obligations under these Terms without prior written consent from Catalyx, including by operation of law or in connection with any change of control.

Catalyx may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.

20.8 Headings

Headings of sections are for convenience only and shall not be used to limit or construe such sections.

20.9 Entire Agreement

These Terms contain the entire agreement between you and Catalyx, and replace and/or supersede any and all prior and/or contemporaneous agreements or understandings between the parties regarding the Services. In the event of any conflict between these Terms and any other agreement you may have with Catalyx, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.

DISCLAIMER

CatalX CTS Ltd., including its subsidiaries, affiliates, officers, employees, directors and agents (collectively, "Catalyx™"), and any Catalyx third party information providers ("Information Providers") (nor any of these entities' officers, employees, directors, or agents), has NOT:

1. passed on the merit of any of these cryptocurrencies and/or tokens; and,

2. endorsed or sponsored any of these cryptocurrencies and/or tokens.

Information provided on this website is general in nature and is provided for informational and educational purposes only, and does not constitute financial advice. Catalyx does not and will not recommend any cryptocurrency. Nothing contained herein should be construed as investment advice, either on behalf of a particular cryptocurrency or an overall investment strategy. ADVICE FROM A SECURITIES PROFESSIONAL IS STRONGLY ADVISED. Nothing on this website is an offer to buy, sell or hold a cryptocurrency, including but not exclusive of advertisements, ICO (initial coin offering) descriptions, white papers, or coin descriptions. While Catalyx will endeavour to update the website as needed, information can change quickly and without notice and Catalyx does not guarantee the accuracy of information on this website, including information provided by third parties, at any particular time. We reserve the right to remove any page, or any portion of a page, without notice.

While every effort has been made to ensure the information provided here is accurate, users and/or third parties must not rely on this information to make a financial or investment decision. Before making any decision, we recommend you consult a professional, including a financial planner, to take into account your particular investment objectives, financial situation and individual needs.

Unless otherwise specified, copyright of information provided on this website is owned by Catalyx, and you may not alter or modify this information in any way, including the removal of this copyright notice. Catalyx™ and CatalX™ are trademarks owned by CatalX CTS Ltd.

Some jurisdictions in Canada, the U.S., and foreign countries may purport to provide rights in addition to those above, or do not allow the exclusion or limitation of implied warranties or liability for incidental or consequential damages. In such case, the above limitations may not apply to you or there may be jurisdictional provisions which supersede the above. However, any portion of this Disclaimer declared invalid shall be deemed severable and not affect the validity or enforceability of the remainder. The terms of this Disclaimer are governed by the laws of Alberta, Canada without regard to conflict of laws principles.

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