RISK DISCLAIMERS

These Disclaimers do not describe every risk. The value of investments can go down as well as up, and you may lose some or all of the amount invested. You should not use the Website or engage our services unless you understand the nature of the strategy and the assets involved and are able to bear the associated risks, including the risk of total loss.

1. No financial, investment, legal or tax advice

Information made available through the Website and related materials is provided for general information purposes only. Except for services provided under a signed Investment Management Agreement, nothing on or through the Website constitutes, or should be construed as, investment, financial, trading, legal, tax, accounting or other professional advice. You should not act, or refrain from acting, on the basis of any information made available through the Website without first obtaining independent professional advice from appropriately qualified advisers. You are solely responsible for conducting your own due diligence and for determining whether any use of the Website or our services is appropriate for your circumstances.

2. No offer or solicitation

Nothing on the Website or in related materials constitutes an offer, solicitation, recommendation or invitation to buy, sell, subscribe for, hold or otherwise deal in any managed account, security, investment product, financial product, digital asset or other asset. Any information regarding potential yields, returns, rewards, annual percentage yield, pricing, strategies or performance is provided for information purposes only and must not be relied on as a promise, forecast, guarantee or representation of future performance.

3. Use at your own risk

All access to and use of the Website and our services is at your own risk. You acknowledge that the strategy involves blockchain-based assets, decentralized finance protocols, smart contracts, and related technologies that are novel, evolving, and volatile, and may not be suitable for all persons. We are not responsible for any loss, damage, liability, claim or expense arising from your access to, use of, or inability to use the Website, or from risks that are outside our reasonable control, except to the extent such loss results from our fraud, negligence, reckless disregard of our duties or wilful misconduct.

4. Volatility and total loss risk

The assets involved in the strategy, including s3tablecoins and other digital assets, may fluctuate in value and may become illiquid or worthless. You may lose some or all of the value in your Account. Losses may result from, among other things:

• market volatility and liquidity shortages;
• stablecoin de-pegging or failure of a stablecoin issuer or reserve;
• smart contract vulnerabilities, exploits or failures;
• oracle, pricing or data failures;
• liquidation, collateral or protocol-parameter events;
• failure, insolvency or breach by a custodian, counterparty, protocol or service provider;
• cyberattacks, theft, fraud or key compromise;
• blockchain network failures, congestion, forks or reorganizations;
• failed, delayed or incorrect transactions;
• changes in law, regulation or tax treatment; or
• other events outside our control.

We do not guarantee the value, availability, liquidity, profitability, safety or suitability of any asset, transaction, strategy, protocol or network.

5. Custody of managed assets

Assets that you allocate to your Account are held with a credible third-party digital asset custodian selected by us (the “Custodian”), and are managed by us on a discretionary basis under the Investment Management Agreement. We do not operate our own custody infrastructure for those assets. You acknowledge that:

• the safekeeping of managed assets depends on the Custodian’s systems, controls, solvency and performance, and on arrangements between us and the Custodian, over which you have no direct control;
• the Custodian, like any financial institution or technology provider, is subject to operational failure, insolvency, security breach, loss or theft of assets, freezing or seizure of assets, service interruption, regulatory action and other risks, any of which could result in delay in, restriction of, or loss of access to, or loss of, assets in your Account;
• the manner in which assets are held, segregated and recorded, and the protections available to you in the event of the Custodian’s insolvency, are determined by the Custodian’s arrangements and by applicable law, and may afford you less protection than you expect; and
• while we take reasonable care in selecting and monitoring the Custodian, we do not guarantee, and are not responsible for, the acts, omissions, solvency or performance of the Custodian, except to the extent expressly provided in the Investment Management Agreement.

6. Our solvency, operational and counterparty risk

We are subject to business, operational, financial and counterparty risks. Our insolvency, or the failure, error or misconduct of our systems, personnel, delegates or counterparties, could adversely affect the management of your Account, the execution of transactions, and your ability to access or recover assets. We rely on wallets, keys, signing infrastructure and connections that we or our providers control for the purpose of managing your Account; a compromise, loss or failure of that infrastructure could result in loss. We seek to mitigate these risks through our controls and arrangements with the Custodian, but we do not eliminate them.

7. Your own wallet, keys and transactions are your responsibility

You remain solely responsible for any wallet, private key, seed phrase, password, signing device, exchange account or other credential that you control and that you use to fund your Account, to receive withdrawals, or otherwise to hold digital assets outside your Account. In respect of any such wallet or credential:

• you are solely responsible for its security, custody, backup and confidentiality, and for verifying all transaction details (including addresses, networks and amounts) before you sign or submit any transaction;
• any unauthorized access to, loss, theft or compromise of your wallet, keys or credentials may result in the irreversible loss of your assets, and we cannot access, recover, freeze, reverse, refund or restore assets held in a wallet you control;
• blockchain transactions that you initiate are typically irreversible once confirmed, and we are not responsible for losses arising from mistaken, failed, delayed, duplicated, unauthorized or incorrectly constructed transactions on your side; and
• we have no control over, and assume no responsibility for, any wallet provider, hardware or software wallet, browser extension or third-party tool that you choose to use.

For the avoidance of doubt, this Section 7 concerns wallets and credentials that you control. Assets held within your Account are dealt with under Sections 5 and 6 and under the Investment Management Agreement.

8. Smart contract and protocol risk

The strategy may involve interaction, directly or indirectly, with smart contracts and decentralized protocols. Smart contracts are software deployed on blockchain networks that may operate automatically and may contain errors, defects, vulnerabilities or bugs, or may be exploited, any of which could result in loss of assets, incorrect accounting, failed transactions, inability to withdraw, liquidation or other adverse outcomes. We do not guarantee that any smart contract, protocol, vault, market, pool, bridge, oracle or network will operate as intended, be error-free, remain available or secure, or be free from exploits. You accept the risks associated with smart contracts, including the risk of total loss.

9. Blockchain network risk

Protocols and transactions may be deployed on or effected across one or more blockchain networks that we do not operate or control. Such networks may experience congestion, downtime, delayed or failed transactions, increased fees, software bugs, validator or miner misconduct, governance disputes, forks, replay or double-spend attacks, 51% attacks, or changes in consensus rules or cryptography. We are not responsible for any loss arising from the operation, malfunction, failure, delay, suspension, discontinuance or alteration of any blockchain network.

10. Forks, protocol changes and governance risk

Blockchain networks and decentralized protocols may be subject to forks, upgrades, governance decisions, parameter changes, emergency actions, disputes or reorganizations. Such events may affect the value, functionality, availability, security or treatment of assets, positions, deposits, collateral, rewards or yields. We do not control and are not responsible for any such event.

11. Stablecoin-specific risk

The strategy involves USD-referenced stablecoins. Stablecoins are subject to particular risks, including the risk that a stablecoin loses its peg or trades at a discount; that the issuer’s reserves are insufficient, illiquid, inaccessible or mismanaged; that redemption is suspended, delayed or restricted; that the issuer becomes insolvent, is subject to enforcement, sanctions or regulatory action, or ceases operations; and that a stablecoin is de-listed, frozen or blacklisted. Any of these events may result in loss, including total loss, of value in your Account.

12. Yield, reward and APY disclaimers

Any displayed yield, reward, annual percentage yield, rate, return, fee, incentive or similar metric is provided for information purposes only and may be estimated, delayed, inaccurate, incomplete, variable or subject to change. Past, current or estimated yields do not guarantee future returns. Yield opportunities may decrease, cease, become unavailable, be miscalculated or result in loss, and may be affected by market conditions, smart contract risk, liquidity, third-party conduct, protocol parameters, fees, taxes or regulatory issues. We do not guarantee any yield, reward, return, profit, distribution, APY or financial outcome.

13. Liquidity and withdrawal risk

Deposits, withdrawals, redemptions and other transactions may be subject to liquidity conditions, protocol mechanics, custodian processes and the terms of the Investment Management Agreement. You may be unable to withdraw or realize assets when desired, or may only be able to do so on unfavourable terms or after a delay. We do not guarantee that any market, protocol, custodian or network will have sufficient liquidity at any time.

14. Fees, gas and transaction costs

Use of blockchain networks and the operation of the strategy may involve transaction fees, gas fees, network fees, bridge fees, protocol fees, custody fees, management fees, performance fees and other charges. Network fees may be volatile, unpredictable and non-refundable, including where a transaction fails. The fees payable to us are set out in the Investment Management Agreement. You are responsible for all fees and costs applicable to you, and we do not control blockchain network fees.

15. Third-party services and integrations

The Website and the strategy may rely on, link to or integrate third-party services, including the Custodian, protocols, wallet providers, exchanges, bridges, oracles, data providers and analytics tools. We do not control, endorse, guarantee or assume responsibility for any third-party service, content, data, tool or provider, and, except as expressly provided in the Investment Management Agreement, we are not responsible for any loss arising from third-party services, including errors, outages, hacks, inaccurate data, failed integrations or misconduct.

16. Data, oracle and pricing risk

Any market, price, oracle, transaction, valuation, balance or other data displayed through the Website may be delayed, inaccurate, incomplete, unavailable or erroneous. You are responsible for independently verifying critical information before relying on it. We are not liable for losses arising from inaccurate, delayed, incomplete or unavailable data, including oracle failures, pricing errors, calculation errors or data-provider failures, except to the extent expressly provided in the Investment Management Agreement.

17. Cybersecurity and malicious code risk

The Website, smart contracts, wallets, custody systems, third-party tools, blockchain networks and user devices may be targeted by hackers, malware, phishing, spoofing, denial-of-service attacks, front-end attacks, exploits or other cybersecurity incidents. Unauthorized actors may attempt to steal assets, keys, credentials or personal information. We do not guarantee that the Website or any smart contract, protocol, wallet, network or third-party service will be secure or free from malicious code or vulnerabilities.

18. No anonymity; public ledgers

Blockchain transactions are not necessarily anonymous. Public blockchains are transparent, and transactions may be visible to anyone. A public key, wallet address, transaction history and balances may be publicly viewable, and if an address is linked to your identity, it may be possible for others to determine information about your activity. You are responsible for understanding the privacy implications of using public blockchain networks.

19. Regulatory and legal risk

Digital assets, stablecoins, DeFi protocols, smart contracts, blockchain networks and related services are subject to uncertain, evolving and inconsistent legal, regulatory and tax treatment across jurisdictions. Changes in law, regulation, guidance, enforcement priorities, tax treatment, sanctions or licensing requirements may adversely affect you, the assets, the strategy or the availability of the services. You are solely responsible for determining whether your access to and use of the Website and the services complies with the laws applicable to you. We do not represent or warrant that the Website, the services, any protocol or any asset is lawful, regulated, authorized or suitable in any particular jurisdiction.

20. Source and legality of assets

You are solely responsible for ensuring that any assets you allocate, deposit, transfer or otherwise use have been lawfully acquired and may be lawfully held and used by you. You must not use the Website or the services in connection with money laundering, terrorist financing, proliferation financing, sanctions evasion, fraud, tax evasion, market manipulation or any other unlawful activity.

21. Taxes

You are solely responsible for determining and paying any taxes, duties, levies, assessments, reporting obligations or other governmental charges arising from or relating to your use of the Website, the services, the assets, transactions, rewards, yields, gains, losses, transfers or disposals. We do not provide tax advice and are not responsible for calculating, withholding, reporting or remitting taxes on your behalf, except where expressly required by applicable law.

22. Relationship of the parties

Your access to or use of the Website does not, by itself, create any advisory, fiduciary, brokerage, agency, partnership or client relationship between you and any Qapture Party. Any investment management relationship, and the duties owed by us, arise solely under, and are governed exclusively by, a signed Investment Management Agreement between you and Qapture. In the absence of a signed Investment Management Agreement, you make all decisions independently and at your own risk.

23. Limitation of liability. The exclusions and limitations of liability that apply to your use of the Website and the services are set out in the Terms of Use.

23. No payment of damages in digital assets

Under no circumstances shall any Qapture Party be required to deliver, refund, replace or pay any digital asset, cryptocurrency, token or stablecoin as damages or as any other remedy. Where damages are calculated by reference to the value of a digital asset, such calculation may be based on the lowest value of the relevant asset during the period between the accrual of the claim and the award of damages.

24. Service availability and modification

We may modify, suspend, restrict, discontinue or remove access to all or any part of the Website at any time, with or without notice. We do not guarantee that the Website, its features or the services will be available, uninterrupted, secure, timely, complete, accurate or error-free. You are responsible for monitoring changes to the Website, the services, supported networks, supported assets, fees and parameters.

25. Acknowledgement

By accessing the Website, dismissing the entry disclaimer, or becoming a client, you acknowledge that you have read and understood these Disclaimers, that you accept the risks described (including the risk of total loss), and that you are accessing the Website and considering or using the services at your own risk and of your own initiative.