WEBSITE TERMS OF USE

These Terms of Use (these “Terms”) are a binding legal agreement between you (“you” or the “User”) and Qapture Investments (BVI) Ltd (“Qapture”, “we”, “us” or “our”), a company incorporated in the British Virgin Islands (the “BVI”). Qapture has submitted the required filings to the British Virgin Islands Financial Services Commission (the “FSC”) in connection with its status as an Approved Manager and is proceeding under the BVI Approved Manager regime on the basis of its permitted and/or deemed status pending completion of the FSC’s review, subject to applicable statutory limits and any further FSC comments, conditions or direction. These Terms govern your access to and use of www.qapture.io and any related pages, applications, dashboards and services we make available (together, the “Website”).

BY CLICKING “I AGREE” (OR SIMILAR), BY DISMISSING THE ENTRY DISCLAIMER, OR BY OTHERWISE ACCESSING OR USING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS, TOGETHER WITH OUR PRIVACY POLICY AND OUR RISK DISCLAIMERS, EACH OF WHICH IS INCORPORATED INTO THESE TERMS BY REFERENCE. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THE WEBSITE.

1. Nature of the Website; No Offer, Advice or Warranties

The content on the Website is provided for general information purposes only. Although the Website may include information relating to Qapture and to the investment management services it provides, nothing on the Website is intended to, nor does it, constitute an offer (or an invitation to make an offer) to buy, sell, subscribe for or provide any investment, security, financial product, investment service or advice in any jurisdiction. The Website is neither an offer, nor a solicitation of an offer, to buy, sell or subscribe for any interest in any managed account, asset, product, style or strategy, nor an offer or solicitation to engage, retain or subscribe for the investment management services of Qapture.

Nothing on the Website is intended to be, and you should not treat anything on the Website as, investment, accounting, tax, legal or other professional advice. Qapture does not, through the Website, give any advice or make any representation as to whether any service, product or strategy is suitable for you or will be profitable. You should consult your own professional advisers regarding your individual circumstances before making any decision.

The investment management services described on the Website are offered and provided solely pursuant to, and are qualified in their entirety by, a separate Investment Management Agreement (the “IMA”) and any related account documentation entered into between you and Qapture, as further described in Section 3. In the event of any inconsistency between information on the Website and the terms of the IMA, the terms of the IMA prevail.

There can be no assurance that any investment strategy will be successful. The past performance of any investment, strategy or account is not indicative of, and is no guarantee of, future performance. The value of investments can go down as well as up and you may not recover the amount originally invested. The Website, and the information on it, are not addressed to, and must not be relied upon by, any person in any jurisdiction where it would be unlawful to make such information available.

The content on the Website has been obtained from, or is based on, sources believed by Qapture to be reliable, but its accuracy or completeness is not guaranteed. The Website and all content are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, we disclaim all representations and warranties, express or implied, of any kind with respect to the Website and its content, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties as to the availability, accuracy, completeness, timeliness, functionality, reliability, sequencing or speed of delivery of the Website or its content. Content is current only as at the date first posted and may no longer be accurate or complete when viewed. We are under no obligation to update or correct any information on the Website.

2. No Solicitation; Access at Your Own Initiative; Eligibility

The Website is a passive information resource. Qapture does not target, solicit, market to, or direct the Website or any of its content at persons in any particular jurisdiction. By accessing the Website and by making any enquiry or engaging with us, you acknowledge and agree that:

• you have accessed the Website, and have approached Qapture, entirely on your own exclusive initiative and of your own volition, and not as a result of any solicitation, marketing, advertising or inducement by or on behalf of Qapture;
• you are solely responsible for ensuring that your access to and use of the Website, and any decision to enquire about or use Qapture’s services, is lawful in your country of residence, domicile, nationality, incorporation and/or citizenship and under every law and regulation applicable to you;
• you access the Website, and consider Qapture’s services, at your own risk and peril, and you are accessing the Website in the capacity of a professional, sophisticated, accredited, qualified or otherwise eligible investor (or the closest analogous status) as those or similar terms are defined under the laws applicable to you;
• you are of the age of majority and have full legal capacity to enter into a binding agreement under the laws applicable to you; and
• you are not a Prohibited Person (as defined below), and you are not accessing the Website from, or on behalf of any person in, a jurisdiction in which such access is prohibited.

Prohibited Persons. You may not access or use the Website or any services made available by Qapture, and may not become or remain a client of Qapture, if you, any person for whom you are acting, or any of your beneficial owners, directors, officers, controllers or authorised representatives are: (a) the subject or target of any sanctions, embargoes, asset freezes, trade restrictions or similar measures administered or enforced by the United States, including the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, the United Kingdom, the BVI or any other applicable governmental or regulatory authority (“Sanctions”); (b) listed on any restricted-party, denied-person, blocked-person, designated-person or similar list maintained by any such authority, including OFAC’s Specially Designated Nationals and Blocked Persons List, the U.S. Commerce Department’s Denied Persons List or Entity List, the U.S. State Department’s Debarred List, the UK Consolidated Sanctions List, or the EU Consolidated Financial Sanctions List; (c) organised, resident or located in, or a national of, any country or territory that is itself the subject of comprehensive Sanctions, in each case where such status would make access to the Website or receipt of Qapture’s services unlawful or prohibited; (d) owned or controlled, directly or indirectly, by, or acting for or on behalf of, any person described in clauses (a) to (c); or (e) otherwise prohibited from accessing the Website or receiving Qapture’s services under any law applicable to you or Qapture (each, a “Prohibited Person”). You represent and warrant that you are not a Prohibited Person and will not use the Website or Qapture’s services to conduct, facilitate or attempt to circumvent any transaction or activity prohibited by Sanctions or applicable law. You agree that Qapture may screen you and related persons, decline access, refuse onboarding, suspend or terminate your access or account, freeze or restrict activity where required by law, and take any other action Qapture considers necessary or appropriate to comply with Sanctions and applicable law.

Nothing on the Website should be construed as Qapture holding itself out generally to the public, or to any person to whom it would be unlawful to do so. We reserve the right to restrict or deny access to the Website (including by geographic or IP-based filtering) to any person or from any jurisdiction, in our sole discretion.

3. The Services and the Investment Management Agreement

Qapture provides discretionary investment management services through segregated managed accounts (each, an “Account,” and may be referred to on this Website or other publicly available material as a “Vault”). Your Account is operated by Qapture on your behalf; it is not a collective investment fund, a deposit, or an interest in a pooled vehicle, and you retain beneficial ownership of the assets in it.

The Website itself does not enable you to open an Account. To become a client, you must complete our onboarding process, satisfy our client due diligence, eligibility and suitability requirements, and enter into the IMA. Your use of the Website does not, by itself, create any advisory, fiduciary, brokerage, or client relationship between you and Qapture; that relationship arises only upon execution of the IMA and our acceptance of you as a client.

Assets in your Account are held with a credible third-party digital asset custodian selected by Qapture (the “Custodian”), and are managed by Qapture on a discretionary basis in accordance with the IMA. Further information about the services, fees, risks, valuation and terms applicable to your Account is set out in the IMA.

4. Risk Disclosures

Investing involves substantial risk, including the risk of loss of the entire amount invested. Before using the Website or considering our services, you must read our Risk Disclosures, which are incorporated into these Terms by reference and which describe risks relevant to the strategy and the assets involved. By accessing the Website you acknowledge that you have read, understood and accepted those risk disclosures, and that you are willing and financially able to bear the risks described, including the risk of total loss.

5. Account Registration and Security

Certain areas of the Website may require registration or the creation of login credentials. It is a condition of your use of the Website that all information you provide is correct, current and complete, and you agree to keep it up to date. Any credentials issued to or chosen by you are personal to you and must be kept confidential; you must not disclose them to, or permit their use by, any other person.

You are responsible for all activity that occurs under your credentials and for any use of, or action taken under, your account. You must notify us immediately of any actual or suspected loss, theft, unauthorised use of your credentials, or other breach of security. We are not obliged to inquire into the authority or propriety of any use of, or action taken under, your credentials and will not be responsible for any loss arising from such use or from your failure to comply with this Section. We may disable or terminate any credential or account at any time, in our sole discretion, for any or no reason, including any suspected breach of these Terms.

The transmission of information via the internet is not completely secure. Although we take reasonable measures to protect information, we cannot guarantee the security of information transmitted to or through the Website, and any such transmission is at your own risk.

6. Acceptable Use

You may use the Website only for lawful purposes and in accordance with these Terms. You agree that you will not, and will not attempt to:

• use the Website in any manner that violates any applicable law or regulation, or that could give rise to civil or criminal liability;
• use the Website in connection with, or provide any false, inaccurate or misleading information in connection with, any money laundering, terrorist financing, proliferation financing, sanctions evasion, fraud, tax evasion, market manipulation or other unlawful activity;
• access content or data not intended for you, or breach, disable or circumvent any security, authentication or access-control measure of the Website;
• use any robot, spider, scraper or other automated means to access, monitor or copy the Website or its content without our prior written consent;
• introduce any virus, trojan, worm, logic bomb or other malicious or technologically harmful material, or launch any denial-of-service or similar attack; or
• otherwise interfere with, disrupt or impose an unreasonable burden on the proper working of the Website or its infrastructure.

7. Intellectual Property; Limitations on Use

The Website and its entire contents, features and functionality (including all information, software, code, text, displays, graphics, images, layout, selection and arrangement) are owned by Qapture, its affiliates or its licensors and are protected by copyright, trademark, patent, trade secret and other intellectual property laws. The Qapture name, logos and all related names, marks, product and service names and slogans are trademarks of Qapture or its affiliates; you may not use them without our prior written consent.

The content on the Website is provided solely for your personal or internal evaluation of Qapture and its services, in accordance with these Terms. Except as expressly permitted, you may not copy, reproduce, distribute, modify, create derivative works from, republish, transmit, display or otherwise exploit any portion of the Website or its content without our prior written consent. Without limiting the foregoing, you may only upload, ingest or otherwise provide any Website materials to a generative AI, large language model or similar service that is made available under an enterprise, business or other commercial agreement which contractually provides that such materials and any related inputs, outputs or data will not be used to train, improve or otherwise benefit the service provider’s models or services, will not be disclosed to unaffiliated third parties, and will be retained, processed and protected solely for your internal business purposes; you may not provide such materials to any publicly available such service that does not provide those protections. Any use of the Website or its content in breach of these Terms is strictly prohibited, and all rights not expressly granted are reserved by Qapture.

8. Third-Party Links and Services

The Website may contain links to third-party websites, or content or services provided by third parties. Qapture does not control, and does not endorse, guarantee or accept any responsibility for, any third-party website, content, data, tool, integration or provider, or the accuracy or completeness of any such website or information. Your use of any third-party website, content or service is at your own risk and may be governed by separate terms and privacy policies. Any links do not imply endorsement by Qapture.

9. Disclaimers and Limitation of Liability

To the fullest extent permitted by law, Qapture and its affiliates, and their respective shareholders, members, directors, officers, partners, employees, agents, delegates and service providers (together, the “Qapture Parties”) shall have no liability for any error (whether as a result of negligence or otherwise) in the Website or any content, or for the consequences of any reliance on the Website or content. Your sole and exclusive remedy for dissatisfaction with the Website is to stop using it.

To the fullest extent permitted by law, in no circumstances will the Qapture Parties be liable for any loss or damage arising out of or in connection with your access to, use of, or inability to access or use, the Website or any content or service, or any reliance placed on them, whether based in contract, tort (including negligence), statute or otherwise, including any direct, indirect, incidental, special, consequential or punitive damages, loss of profits, loss of data, loss of goodwill or business interruption, even if advised of the possibility of such loss.

Without limiting the generality of the foregoing, and to the maximum extent permitted by applicable law, the Qapture Parties shall not be liable for any loss, damage, claim, liability or expense arising out of or relating to: user error, including lost or compromised keys, incorrect addresses or incorrectly constructed transactions on wallets you control; server failure, data loss, downtime, service interruption or technical malfunction; smart contract bugs, exploits or vulnerabilities; blockchain network failures, forks, attacks, governance disputes, or consensus or cryptographic changes; hacks or cybersecurity breaches; any change in the value of any digital asset or stablecoin, including de-pegging or issuer failure; any change in law, regulation or its interpretation; force majeure events; or the acts or omissions of third parties, including the Custodian, protocols and other service providers, in each case save as expressly provided in a signed IMA.

Nothing in these Terms or in the Risk Disclaimers excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud, or any liability that Qapture expressly assumes under a signed IMA. These Terms and the Risk Disclaimers govern your access to and use of the Website and the information on it; the investment management services, and Qapture’s liability for them, are governed exclusively by the IMA. To the extent of any conflict between these Terms or the Risk Disclaimers and the IMA in respect of the investment management services or Qapture’s liability for those services, the IMA prevails.

10. Indemnification

You agree to indemnify, defend and hold harmless the Qapture Parties from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising out of or in any way connected with your access to or use (or attempted access or use) of the Website, your User Submissions, your violation of these Terms, or your violation of any applicable law or the rights of any third party.

11. Privacy

Your use of the Website is also governed by our Privacy Policy, which explains how we collect, use and disclose personal data in accordance with the Data Protection Act, 2021 of the British Virgin Islands and other applicable law, and which is incorporated into these Terms by reference. By using the Website you consent to the processing of your information as described in the Privacy Policy.

12. Modifications to these Terms and to the Website

We may revise and update these Terms (and the Privacy Policy and Risk Disclaimers) at any time in our sole discretion by posting the updated version on the Website. Any modifications are effective immediately upon posting and apply to all continued access to and use of the Website. We encourage you to review these Terms regularly; your continued use of the Website after any update constitutes your acceptance of the updated Terms. The information and material on the Website may be changed, withdrawn, suspended or terminated at any time in our sole discretion without notice, and we will not be liable if all or any part of the Website is unavailable or restricted at any time.

13. Supplemental Terms

Certain pages or areas of the Website, or access from a particular jurisdiction or for a particular purpose, may require you to agree to supplemental terms, conditions, disclaimers or disclosures (“Supplemental Terms”). In the event of a conflict between these Terms and any applicable Supplemental Terms, the Supplemental Terms govern for the pages, jurisdictions or purposes for which they are intended.

14. Governing Law; Dispute Resolution; General

These Terms, and your access to and use of the Website, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims), are governed by and construed in accordance with the laws of the British Virgin Islands. Subject to the following sentence, you and Qapture submit to the exclusive jurisdiction of the courts of the British Virgin Islands. We may, at our option, require that any dispute be finally resolved by arbitration seated in the British Virgin Islands under the ICC Rules of Arbitration, without prejudice to either party’s right to seek injunctive or other interim relief before any competent court.

If any provision of these Terms is held to be invalid or unenforceable, in whole or in part, the remaining provisions will be unaffected and will remain in full force and effect to the fullest extent permitted by law, and the invalid or unenforceable provision will be deemed modified to the minimum extent necessary to make it valid and enforceable. No failure or delay by us in exercising any right or remedy will operate as a waiver of it. These Terms, together with the documents incorporated by reference, constitute the entire agreement between you and Qapture regarding your use of the Website and supersede all prior understandings on that subject. We may assign or transfer these Terms; you may not.

15. Contact

Questions about these Terms may be directed to Qapture at info@qapture.io.