The Coinmerce User Interface is provided to you by Coinmerce B.V. (“Coinmerce”). Coinmerce is a Dutch Crypto Asset Service Provider where you can Store and Exchange various Crypto Assets. After we have accepted you as a Client and registered an Account for you, you can make use of the Services that are provided to you in your Account via the Coinmerce User Interface on our Website or our App.

Coinmerce B.V. is a private company with limited liability (‘besloten vennootschap met beperkte aansprakelijkheid’) incorporated under the laws of the Netherlands, registered with the trade register of the Dutch chamber of commerce under number 70036969 and with its registered office at Beechavenue 140, 1119 PR, Schiphol-Rijk, the Netherlands.

Coinmerce offers various Crypto Asset services since 2017 and is in the process of obtaining a licence as Crypto Asset Service Provider under MiCAR, from the AFM.

Note: Regarding the offering of crypto services, Coinmerce B.V. is currently not subject to the supervision of DNB or the AFM. This will change once Coinmerce B.V. obtains a license under MiCAR.

The Services are provided to you by Coinmerce. Coinmerce is part of a Group of distinct legal entities. Coinmerce provides part of the Services in close collaboration with the Foundation and/or Coinmerce Earn. Coinmerce is fully authorised to represent and act on behalf of both the Foundation and Coinmerce Earn in all matters relating to the conclusion of agreements and the provision of the Services. As such, the Client agrees that all communications, inquiries, and interactions regarding the Services shall be directed exclusively to Coinmerce.

The entities fulfil the following function in Coinmerce’ Service delivery:

Coinmerce

Coinmerce acts as the Crypto Asset Service Provider and is the Client’s counterparty in the Client Agreement and the provision of the Services. Coinmerce is the Client’s counterparty in Exchanges, offers Custody of Crypto Assets through the Foundation, and can act as agent on behalf of the Client in interactions with Coinmerce Earn.

Stichting Coinmerce Vault

Coinmerce uses the Foundation for legally and operationally separating Crypto Assets and Funds of Clients from Crypto Assets and Funds of Coinmerce itself. Furthermore, the Service of Custody in respect of Crypto Assets (only) is provided through the Foundation. The Foundation is a distinct passive entity which has a sole purpose segregating and safekeeping Client Assets. Coinmerce and the Foundation have entered into a cooperation agreement and taken measures to ensure the safekeeping of Client Assets.

Coinmerce Earn

Coinmerce Earn is a distinct legal entity within the Group, which serves the purpose of borrowing Normal Account Client Crypto Assets for On-Lending and Staking purposes with the aim of responsibly generating yield on those Crypto Assets, which are distributed to Clients (in the form of weekly paid-out Rewards), under the Earn Program (see Article 11. Earn Program).

Coinmerce and associated entities are currently not supervised by the Financial Markets Authority (AFM). We are not a credit institution or an investment firm within the meaning of the Dutch Financial Supervision Act (‘Wet op het financieel toezicht’ or ‘Wft’). Neither the deposit guarantee scheme (‘depositogarantiestelsel’) under Directive 2014/49/EU as amended from time to time and implemented in the Wft nor the investor compensation scheme (‘beleggingscompensatiestelsel’) under Directive 97/9/EC as amended from time to time and implemented in the Wft applies to the Services offered by Coinmerce via the Coinmerce User Interface. This means that neither your Funds nor your Crypto Assets are covered by these protection schemes. You should be aware of the potential risk this poses to you.

You should read the entire Terms and Conditions carefully before you sign the Acceptance Form and use the Services.

These Terms and Conditions have been translated into multiple languages. We have done the translation as accurately as possible. However, discrepancies between versions may exist. In cases of discovered inconsistencies of translation, the English version of these Terms shall prevail.

In these Terms and Conditions, we capitalise certain words or abbreviations. We do this to indicate that such a word has a specific meaning in these Terms and Conditions.

Below, we provide a list of definitions explaining the meanings of the terms that we capitalise in these Terms and Conditions.

We also clarify in this list what we mean by “we” (or “us”/”our”). We also explain whom we

refer to when we say “you” (or “your”/”yourself”). However, we use lowercase for these words

in the Terms and Conditions because it reads more user-friendly.

“Acceptance Form”: the form each Client signs (by electronic means) to provide their explicit consent to the Client Agreement applicable to their Account Type.

“Account” the administrative and digitally available account in which Coinmerce stores Client's data. The Client can log into his/her Account via the Coinmerce User Interface to make use of the Services available in the Account and view and manage the data and Client Assets in the account.

“Account Balance”: the Crypto Balance and/or the Funds Balance of a Client. The Account Balance is available for a Client to submit Orders. An Account Balance cannot be negative.

“Account Balance Value”: the monetary value of the Account Balance and therefore of the Client Assets that are administered on a Client Account and which are Deposited or Stored by a Client with the Foundation and/or Lent Out to Coinmerce Earn by a Client, and which reflects a Client’s claim (vordering) against the Foundation and/or Coinmerce Earn respectively from time to time.

“Account Type”: the type of Account as selected by the Client. Coinmerce currently offers the choice between a Normal Account and a Custody Account. A Client can only select one Account Type at a time.

“AFM”: the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten)

“Airdrop”: a distribution of free crypto-assets by a project or platform to selected wallet addresses, often as part of a marketing campaign, community reward, or to increase awareness of a new token.

“App”: the mobile application (but not the Website), released by or with the consent of Coinmerce, which can be used to access the Coinmerce User Interface. There are two

versions of the App: one for iOS and one for Android. Availability in the respective App Stores might be limited based on your country of residence due to App Store guidelines.

“Applicable Laws and Regulations”: refers to the legal rules and standards that govern how Coinmerce must operate.

“APY rate”: represents the rate of return on Crypto Assets that Clients can earn over a year, factoring in compounding.

”Bank Account”: a bank account number in the name of a Client (or if it is a joint account, it must also be in the Client’s name) maintained with a credit institution that is authorised to provide its services to the Client pursuant to Applicable Laws and Regulations, which bank account is managed by and (co-)used by the Client themselves and which is linked (by means of verification) to the Account of that Client.

“Buy”: an Order submitted by a Client to Coinmerce through the Coinmerce User Interface to purchase Crypto Assets by the Client from Coinmerce against a payment in Funds that is part of the Client’s Account Balance.

“BW”: the Dutch Civil Code (Burgerlijk Wetboek), as amended from time to time.

“Client”: an individual (or a legal entity) who has been successfully accepted by us as a Client and with whom a Client Agreement has been concluded and who can make use of the Services made available in his/her Account through the Coinmerce User Interface.

“Client Agreement”: the legally binding agreement made between you as a Client and Coinmerce, including the Foundation and, in case you opt-in for a Normal Account; Coinmerce Earn, by signing an Acceptance Form, which terms are laid down in these General Terms and Conditions, the Earn Terms and Conditions (for Normal Accounts), the executedAcceptance Form, the Risk Disclaimer and any Supplemental Information provided.

“Client Assets”: the Account Balance to which a Client is entitled and which Client Assets are reflected in the Client’s Account from time to time.

“Coinmerce”: a private company with limited liability (‘besloten vennootschap met beperkte aansprakelijkheid’) incorporated under the laws of the Netherlands, with its statutory seat in the municipality of Haarlemmermeer, the Netherlands, registered with the trade register of the Dutch Chamber of Commerce under number 70036969 and with its registered office at Beechavenue 140, 1119 PR, Schiphol-Rijk, the Netherlands.

“Coinmerce Earn”: a private company with limited liability (‘besloten vennootschap met beperkte aansprakelijkheid’) incorporated under the laws of the Netherlands, with its statutory seat in Schiphol-Rijk, the Netherlands, registered with the trade register of the Dutch Chamber of Commerce under number​​ 95262326 and with its registered office at Beechavenue 140, 1119 PR, Schiphol-Rijk, the Netherlands.

“Coinmerce User Interface” or “User Interface”: the user interface, accessible via the Website or the App, through which Clients can access their Accounts and make use of the Services.

“Crypto Assets”: means a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology;

“Crypto Asset Service Provider”: means a legal person or other undertaking whose occupation or business is the provision of one or more crypto-asset services to Clients on a professional basis, and that is allowed to provide crypto-asset services in accordance with Article 59 MiCAR.

“Crypto Balance”: the number and type of Crypto Assets that are Deposited, Lent Out or Stored by a Client or delivered to the Client after a purchase from or swap with Coinmerce of Crypto Assets by the Client from time to time, as reflected in the Account of the Client and to which a Client is entitled.

“Custody Account”: refers to an Account Type selected by a Client, the primary function of which is Custody Service.

“Custody Service” : the Service of Storing your Crypto Assets on your behalf.

“Customer Due Diligence”: the investigation we are obliged to carry out before accepting

a person as a Client, and the ongoing investigation we must conduct once a person is already a Client, based on Applicable Laws and Regulations, as amended from time to time.

“Delisting (or De-list)”: our decision to no longer Store and/or Exchange a Crypto Asset, which was previously available for these Services through the Coinmerce User Interface.

“Deposit”: the action in which a Client (i) transfers Crypto Assets from an External Wallet of the Client to the Foundation Wallet and/or (ii) transfers Funds from a Bank Account to the bank account of the Foundation, in order to have these Client Assets administered on the Client’s Account.

“DNB”: The Dutch Central Bank (De Nederlandsche Bank N.V.).

“Earn Program”: a program that allows you to passively grow your Crypto Assets holdings by lending a portion of your eligible Crypto Assets to Coinmerce Earn. Through this program, your crypto is either Staked or On-Lend to trusted parties, generating regular rewards.

“Yield Services ”: the Service of lending (a portion of) your eligible Crypto Assets under the Earn Program in order to receive Rewards.

“Earn Terms and Conditions”: a separate agreement that outlines how we provide our Yield Services and what rights and obligations Clients with a Normal Account and we have under the Earn Program. These terms and conditions do not apply to Custody Accounts.

“Exchange”: the execution of a Buy, Sell or Swap Order as submitted by a Client with Coinmerce upon the timely acceptance of an Exchange Offer by the Client.

“Exchange Offer”: the price offered by us to you after you have submitted a request to Buy, Sell or Swap a crypto asset, which Exchange Offer will be based on our Pricing Methodology and which Exchange Offer will be made by us to you through the Coinmerce User Interface for a validity period of 2 minutes.

“Exchange Service”: refers to the service provided by Coinmerce that allows Clients to exchange Crypto Assets for other Crypto Assets or for fiat currency.

“External Wallet”: a verified Crypto Asset wallet address in the name of a Client, which is either managed by the Client themselves or which is held with a third party and which the Client has declared to solely manage and control on his/her own behalf, and for no one else and which wallet address is linked (by means of verification) to the Account of that Client.

“Fees”: are the costs charged by Coinmerce for providing its services in accordance with its Fee Schedule.

“Funds Balance”: the amount of Funds Deposited for the sole purpose of using the Services or received after a sale of Crypto Assets by a Client to Coinmerce from time to time, as reflected and displayed in the Account of the Client and to which a Client is entitled.

“Foundation”: a foundation (stichting) incorporated under the laws of the Netherlands, with its statutory seat in the municipality of Haarlemmermeer, the Netherlands, registered with the trade register of the Dutch Chamber of Commerce under number 93252250 and with its registered office at Beechavenue 138, 1119 PR, Schiphol-Rijk, the Netherlands. This entity is established for legal segregation of your assets from Coinmerce’s own assets. It is an insolvency-remote vehicle that will protect your assets in case of insolvency.

“Foundation's Wallet(s)”: the (omnibus) Crypto Asset wallet addresses in the name of the Foundation, each in relation to a specific Crypto Asset, in which the Foundation Stores Crypto Assets of Clients, at all times in the sole interest of and to the benefit of the Clients pro rata to each Client’s Crypto Balance.

“Funds”: refers only to fiat currency stored in a bank account or electronic money that does not qualify as Crypto Assets under MiCAr.

“General Terms and Conditions”: the document you are currently reading, which outlines how we provide our Services and what rights and obligations you and we have.

“Group”: is the group of legal entities Coinmerce B.V. belongs to.

“Lend Out / Lent Out”: the act of transfer of legal (but not economic) ownership of crypto assets under the Earn Program.

“MiCAR”: Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets, as amended from time to time.

“Normal Account”: refers to the Account Type selected by a Client.

“On-Lending: the process of lending of Earn Program Crypto Assets by Coinmerce Earn to vetted third party borrowers.

“Order”: a request submitted by a Client via their Account available through the Coinmerce User Interface to Coinmerce to Store, Buy, Sell, Swap, Withdraw or otherwise Transfer Account Balance for that Client. An Order also automatically implies that Coinmerce may, on behalf of the Client, give instructions to the Foundation or Coinmerce Earn to do whatever is necessary to enable the finalisation and settlement of the Order. Orders are conducted in the manner, with the aim, and under the conditions as described in these Terms and Conditions in conjunction with the Acceptance Form.

“Payment Service Provider” means a third-party entity authorised and regulated to process Funds payments between Clients (or third parties) and Coinmerce.

“PEP”: a politically exposed person, as defined in Applicable Laws and Regulations, as amended from time to time.

“Pricing Methodology”: the methodology to determine the price of Exchanges, which can be referenced under the Supplemental Information on the Website.

“Privacy Policy”: the way we handle your personal data when you use the Coinmerce User Interface, your Account and/or when you make use of the Services. We have described this in the 'Privacy Policy' document available on our Website.

“Referral Program”: A program offered by Coinmerce that allows eligible Clients to earn Referral Rewards by referring new users to Coinmerce.

“Referral Reward”: The rewards earned by eligible Clients for referring new users to Coinmerce, with specific details determined and subject to change by Coinmerce.

“Reward”: additional Crypto Assets distributed to Clients as reward for their participation in the Earn Program.

“Risk Disclaimer”: a separate document for Normal Accounts and Custody Accounts outlining both general risks related to (the use of) crypto assets and risks specific to the selected Account Type.

“Sell”: an Order submitted by a Client to Coinmerce through the Coinmerce User Interface to sell Crypto Assets by the Client that are part of the Client’s Account Balance to Coinmerce against a payment in Funds by Coinmerce to the Client via the Foundation.

“Services”: the services provided by Coinmerce to the Client through the Coinmerce User Interface and which services are made available in your Account. Each Client can make Deposits to his/her Account (Balance), for which Coinmerce provides Custody Services and, subject to his/her Account Balance, can submit Withdrawals and submit Orders for Exchange Services. Additionally, Clients with a Normal Account are provided Yield Services.

“Staking”: the process of dedicating Crypto Assets to help secure the blockchain network and validate transactions on such blockchain networks.

“Staking Validator”: A Staking Validator is an entity or individual that participates in a blockchain network's proof-of-stake consensus mechanism by validating transactions and securing the network. Validators are responsible for confirming and recording transactions, creating new blocks, and maintaining the integrity of the blockchain. In return, they may receive rewards in the form of additional Crypto Assets. Validators play a critical role in maintaining the security, reliability, and efficiency of proof-of-stake blockchain networks.

“Store”: an instruction from a Client to Coinmerce to take custody of Crypto Assets of the Client. This is implied when a Client Deposits Crypto Assets.

“Supplemental Information”: the additional information which is made available on our Website, which includes information relating to Account Types, our Pricing Methodology, our Fee Schedule, a summary of our Transfer policy, a summary of our Custody policy, our Privacy Policy, our Cookie Statement, our Whistleblowing Form, our Complaints Form, and our Conflicts of Interest Statement.

“Sw”: the Dutch Sanctions Act 1977 and related laws and regulations, as amended from time to time.

“Swap”: the Order submitted by a Client to Coinmerce through the Coinmerce User Interface to swap with Coinmerce a certain amount of a specific type of Crypto Assets that are part of the Client’s Account Balance against a certain amount of another type of Crypto Assets of Coinmerce.

“Third Party Borrower”: is an external entity or institution to which Coinmerce Earn may On-Lend Earn Program Crypto Assets. These borrowers are vetted and approved counterparties who borrow eligible Crypto Assets under agreed terms and conditions.

“Transfer (Services)”: means providing services of transfer, on your behalf, of Crypto Assets from one distributed ledger address or account to another.

“TFR”: the EU Regulation (EU) 2023/1113 on information accompanying transfers of funds and certain crypto-assets.

“UBO”: ultimate beneficial owner, as referred to in Applicable Laws and Regulations, such as art. 1 Wwft in conjunction with art. 3 of the Wwft Implementation Decree 2018 (Uitvoeringsbesluit Wwft 2018), as amended from time to time.

“US Person”: an individual who resides in the United States of America or stays there for an extended period, and any (legal) entity or organisation organised in the United States of America or established according to the legislation of the United States of America. Citizens of the United States of America (US Citizens) who live outside the United States of America may under certain circumstances also be regarded as a US Person.

“We” (and “us”/”our”): Coinmerce B.V., the Foundation and/or Coinmerce Earn B.V,, as the case may be.

“Website”: the website that can be accessed via https://coinmerce.io

“Whitepaper(s)”: refers to informational documents published by a crypto asset issuer that provide detailed descriptions of the crypto asset’s purpose, underlying technology, functionalities, and roadmap. A whitepaper typically includes information on the project’s goals, technical specifications, tokenomics, and, in some cases, the team involved in its development. Whitepapers serve as a key resource for potential investors or users, offering insights into the intended value and use cases of the crypto asset.

“Withdraw (or Withdrawal)”: an Order submitted by a Client to Coinmerce through the Coinmerce User Interface to (i) send (or have sent) Crypto Assets from the Crypto Balance as safekept or Stored in one or more Foundation Wallets to one or more External Wallets of the Client, and/or (ii) transfer (or have transferred) Funds from the Funds Balance to the Bank Account of the Client.

“Wwft": the Dutch Act to prevent money laundering and financing of terrorism (Wet ter voorkoming van witwassen en financieren van terrorisme), as amended from time to time.

“you” (and “your”/”yourself”): you as a Client of Coinmerce.

These Terms and Conditions always apply when you use your Account, the Coinmerce User Interface and our Services. These Terms and Conditions apply in the relation between you and Coinmerce, but also, where applicable, between you and the Foundation and between you and Coinmerce Earn.

Effective Date and Implementation

These General Terms and Conditions become effective on the date specified herein as the "Effective Date". Coinmerce reserves the right, at its sole discretion, to modify the Effective Date prior to its initial implementation. In the event of such a modification, Coinmerce will provide clear and timely written notice to the Client, specifying the new Effective Date. This notice will be provided via email to the address on record, or a prominent announcement on the Coinmerce website. The amended Terms and Conditions shall commence and be binding upon the Client on the new Effective Date as communicated by Coinmerce. Once the initial Effective Date, or any subsequently modified Effective Date, has passed and these Terms and Conditions have come into force, this clause regarding the modification of the Effective Date shall be deemed unnecessary and shall therefore be removed from future versions of these General Terms and Conditions.

You can only use the Coinmerce User Interface with our permission. By registering an Account and signing the Acceptance Form, you are requesting our permission to use the Coinmerce User Interface. We grant permission when we accept you as a Client. If we accept you as a Client, the Client Agreement is concluded between you and us.

The permission to use your Account and access the Coinmerce User Interface is conditional. These conditions are described in these Terms and Conditions. We may also require certain actions or provision of information on the Website or in the App to use the Coinmerce User Interface. This ensures that the User Interface operates as efficiently and securely as possible.

We reserve the right to modify the Terms and Conditions in our sole discretion. For example:

• if the law changes;

• to adapt our Services to new technical developments;

• to improve the organisation of our business.

If we make changes, you always have the right to close your Account through the User Interface and terminate the Client Agreement (please see Article 15.1 Termination by you). If we want to make any material changes to the Terms and Conditions, we will notify you at least two weeks in advance. If you continue to use the Coinmerce User Interface afterwards, this means that you agree with the modified Terms and Conditions and that they apply to you when using the Services.

The Client Agreement applies to all Services offered via the Coinmerce User Interface.

You are not allowed to have more than one Account with Coinmerce, or otherwise access or operate multiple User Interfaces. If you do register or operate multiple Accounts, it is a violation of the Terms and Conditions. Even when an Account is registered in violation of the Terms and Conditions, we can still hold you to its contents.

A Coinmerce Account is intended only for individuals who, according to the laws in the Netherlands AND the laws of the country they reside in, are allowed to use the Services offered through the Coinmerce User Interface.

You must be at least 18 years old to use the Coinmerce User Interface. Does the country where you live have a higher minimum age for trading Crypto Assets or for other Services accessible through the Coinmerce User Interface? Then you can only use the Coinmerce User Interface once you reach that minimum age.

You may only use the Coinmerce User Interface if you have the full legal capacity to do so. ‘Full legal capacity’ means that, according to Applicable Laws and Regulations, you can independently decide what to do with your Funds and other assets. You are not allowed to use the Coinmerce User Interface if:

• You are bankrupt;

• You are underage;

• You are under a legal debt restructuring regime for natural persons;

• You are declared legally incompetent;

• You are under (protective) administration, guardianship or curatorship.

If you live outside the Netherlands, you are also not allowed to use the Coinmerce User Interface if you are under a similar arrangement to bankruptcy, debt restructuring, guardianship, or curatorship according to the laws of the country where you reside. Nor can you use it if, for another reason, you are not allowed by the law of the country where you live to decide independently what to do with your Funds or other assets.

In some countries, it may be legally prohibited to trade Crypto Assets. Do you live in a country where trading in Crypto Assets or another Services accessible through the Coinmerce User Interface is prohibited? Or do you hold the nationality of a country that legally determined that people with your nationality are not allowed to trade Crypto Assets or use another Service on the Coinmerce User Interface? Then you are not allowed to use the Coinmerce User Interface.

For avoidance of doubt, we emphasise the use of the Coinmerce User Interface is prohibited for US Persons.

Only the person in whose name an Account is registered may use the Coinmerce User Interface. You should not use the Coinmerce User Interface to submit Orders Crypto Assets for someone else nor for someone else's benefit. You should also not use other Services provided by Coinmerce for someone else, nor for someone else's benefit.

Each time you use the Website or the App, when you apply for an Account, each time when you access your Account through the Coinmerce User Interface, and each time you submit an Order, use the Services or give any other instruction, you represent and warrant to us that:

1. You have read these Terms and Conditions and agree with them;

2. You are a natural person of at least 18 years old AND have reached the age required in the country where you reside to enter into a Client Agreement with us;

3. You understand the significant risks associated with the Services as set out in these Terms and Conditions and the Risk Disclaimer, and accept these risks;

4. You understand we cannot give, nor can be deemed to have given, you advice and that you are responsible yourself to obtain advice from a third party prior to making a Deposit or submitting an Order or otherwise make use of our Services if this would be needed in order for you to make a well informed decision;

5. You are legally competent (‘handelingsbekwaam’), have full power to dispose of your Funds and other assets (‘beschikkingsbevoegd’) and that you are fully authorised to perform legal (trans)actions independently;

6. All information and documents you have provided to us is true, accurate and complete in all material aspects, and that all information that you will provide to use, from time to time, is true, accurate and complete;

7. The Funds and/or Crypto Assets you Deposit belong solely to you and have been lawfully obtained by you;

8. You act for your own risk and account at all times, and that you are not acting, directly or indirectly, deemed or otherwise for someone else or for someone else's benefit;

9. You will only create one Account;

10. You will not use your Account of the Services for illegal or unlawful activities, including but not limited to, money laundering, terrorist financing, sanction evasion, fraud, market abuse such as insider dealing, the unlawful disclosure of inside information and market manipulation, illegal gambling or any other illegal or unlawful activity;

11. When submitting a Withdrawal Order, you will only use a verified Bank Account and/or verified External Wallets that is in your name and the assets stored on such Bank Account or External Wallets belong, both legally and beneficially,to you only;

12. You will adhere to all conditions set for using your Account and will only use the User Interface in accordance with its intended purpose;

13. You will listen to the instructions of Coinmerce employees and will also execute them. Always ensure we contact you from official channels;

14. You will inform us immediately if there are changes to your personal circumstances that might be important to us.

15. You are not:

• a US Person;

• on a sanctions list;

• a PEP (Politically Exposed Person) yourself, and neither are any of your family members and/or close associates a PEP (as this would qualify you as a PEP as well);

• are not a resident of a country against which sanctions have been issued by the Netherlands, the European Union or the United Nations.

You agree to indemnify us and hold us harmless from all damages, liabilities, losses, costs or expenses, including without limitation reasonable attorney’s fees, and other negative consequences that may arise out of or that relate to (i) the use of your Account in violation of the Client Agreement and/or the spirit in which the use of the User Interface is intended, (ii) inaccuracy or incompleteness of information and documents provided by you to us as part of the Customer Due Diligence or for any other reason, (iii) breach by you of one or more (other) representations, warranties and obligations referred to in these Terms and Conditions, (iv) the wrongful or improper use by you of the Services.

'Indemnification' means that you must compensate us for any damages, liabilities, losses, costs or expenses resulting from the situations mentioned above. It can also mean that you are obliged to assist us in preventing imminent damages, liabilities, losses, costs or expenses.

To use the Coinmerce User Interface and our Services, you must first apply for an Account. You can do this through the Website or the App.

One of the steps to open an Account is an identification and verification process. In this process, you inform us about who you are and we verify this information. This ensures that we know with whom we are entering into a Client Agreement with when we accept you as a Client. We will request you to verify your identity document, as well as your personal Bank Account.

We are legally required under the Applicable Laws and Regulations to conduct Customer Due Diligence at the start of our relationship with you and during our ongoing relationship with you. The identification and verification process is part of this. This process ensures that we comply with our obligations under Applicable Laws and Regulations related to Crypto Assets. If new Applicable Laws and Regulations require us to conduct Customer Due Diligence on our Clients in the future, we can use the data from the identification and verification process for this.

We can always change the identification and verification process. We do not have to inform you in advance. We may ask you for additional information and/or documents as part of our Customer Due Diligence and/or our identification and verification process, or if necessary for the careful and effective implementation of the Client Agreement. All the information we ask from you during our Customer Due Diligence and/or our identification and verification process must be provided truthfully.

Coinmerce offers two types of Accounts; Normal and Custody, and will ask you to select an Account Type to be applied to your Account. You are free to select your desired Account Type based on your needs and risk appetite. You may later change your selected Account Type.

Normal Accounts are catered to our average Client’s needs and requirements, offering competitive fees and Account functionalities.

Clients with a Normal Account choose to participate in the Earn Program, see: 10.2 ‘Functioning of the Foundation’ and Article 11. ‘Earn Program’.

Custody Accounts are catered to Clients that prioritise security in the form of cold storage (wallets not connected to the internet) over cost-effectiveness and the potential to generate passive income. For more information, see Article 10. ‘The Foundation’.

For a comprehensive and up-to-date oversight of the Account Types, their functionalities and associated costs, please consult Account Types and our Fee Schedule in the Supplemental Information.

When opening an Account, you must set a password. Since our Services facilitate financial transactions, it is crucial that you set a strong password and keep that password strictly confidential. Do not use a password that you use for another service or website, or have used somewhere in the past. Do not use the password of your account for any other service or website later. We strongly advise you to set up a second authentication factor (2FA authentication), which we require to be activated before processing any Crypto Asset Withdrawals.

By asking us to register an Account for you, you are asking us to accept you as a Client and give you permission to use the Coinmerce User Interface and our Services.

We can refuse to accept you as a Client if:

• You are not eligible to open an Account (Please see ‘Who is eligible to open an Account?’);

• You do not provide all the information we ask for, or it takes you too long to provide it;

• The information you provided is insufficient;

• We see indications that the information you provided is incorrect;

• We see signs that you do not meet the conditions for using the Coinmerce User Interface;

• From the Customer Due Diligence, it appears that we legally cannot accept you as a Client.

If we do not accept you as a Client, we are not obligated to tell you the reason.

Once we have accepted you as a Client, you can use the Coinmerce User Interface and our Services. We also have a legal obligation to conduct due diligence on our existing customers on an ongoing basis (‘ongoing customer due diligence’). We reserve the right to investigate the source of any of your Funds and Crypto Assets in your Account and to take measures we deem fit to mitigate integrity risks. Sometimes, we might need to verify how you have acquired Funds or Crypto Assets that you Deposit (‘source of funds investigation’) with Coinmerce. If we ask questions about this, you must answer them. If we ask for evidence, you must provide the requested evidence. We always provide sufficient time to do so, depending on the nature of our request. Note: during the source of funds investigation, you temporarily cannot Withdraw, unless we decide otherwise.

If you do not respond to our questions in a timely manner, or if your answers or the evidence you provided are, in our sole discretion, deemed not sufficient, we may block your account. This means you (temporarily) cannot access your Account or the User Interface.

While your Account is blocked, we can give you one or more additional term(s) to answer, or to send additional clarification or evidence. We are not obligated to give you extra terms.

If your answer and/or evidence is received within the additional term granted, we will release your Account. If your answers or evidence are still, in our sole discretion, not sufficient after the additional term, we may terminate the Client Agreement with you. See Article 15.2 Termination by us for more information.

If there is a change in your address, other contact details, identification document, or your financial details,such as your bank account number or a new external wallet address, you must immediately update your details in your Account. We can only accept Deposits or Withdrawals from and to verified Bank Accounts and External Wallets. The FAQ explains how to do that.

If there are other changes that might be important to us, you must inform us immediately.

You must immediately inform us if you are no longer legally competent (‘handelingsbekwaam’), no longer have the power to dispose of your Funds and other assets (‘beschikkingsbevoegd') or if you are no longer authorised to perform legal (trans)actions independently. For example, if you are declared bankrupt, if the legal debt restructuring for natural persons applies to you, or if you are placed under (protective) administration or guardianship or curatorship, or if a similar arrangement applies to you in the country where you reside or are established. You notify us by sending an email to: [email protected].

If we discover that any of the aforementioned circumstances apply or seem to apply to you, we may immediately block your Account, even if you have not notified us yourself. We do not have to warn you in advance.

If a change in your situation results in you no longer meeting these Terms and Conditions, you are not allowed to use the Account and Services and we may terminate the User Agreement without notice. We explain how this works under Article 15. Termination of the User Agreement.

Coinmerce offers Clients the choice to select their desired Account Type. Coinmerce currently offers a Normal Account and a Custody Account to cater for Clients’ varying needs. The Services offered, and corresponding pricing, differs per Account Type.

For additional information on the Account Types, kindly refer to the Account Types document that is part of the Supplemental Information. By accepting these Terms and Conditions, you are deemed to have read and understand the Supplemental Information and you accept the terms that apply to the Account Type as selected by you.

Coinmerce may charge Fees for its Services. The Fees Coinmerce charges Clients may vary from time to time, and are set in Coinmerce’ sole discretion.

For an up-to-date overview of all applicable Fees, kindly refer to the Fee Schedule document that is part of the Supplemental Information. By accepting these Terms and Conditions, you are deemed to have read and understand the Supplemental Information and you accept the Fees applicable to the Services applicable to you and your Account Type. You can find our Pricing, Costs and Fees policy on our Website.

To place an Order, you must ensure that you have sufficient Account Balance (Crypto Balance and/or Funds Balance).

You can add Funds to your Account by Depositing Funds from your Bank Account to the Foundation's bank account. Every euro you have transferred to the Foundation's bank account, we register as Funds Balance in your Account. In some countries, Coinmerce also offers direct payment options for Orders, such as iDeal in the Netherlands. Coinmerce may use a third party Payment Service Provider for this purpose. You can also Deposit Crypto Assets from an External Wallet to the Foundation Wallet. Always follow the instructions provided in your User Interface when you make a Deposit.

Your Account Balance (Value), composed of your Funds Balance and Crypto Balance (Value) as reflected in your Account, will mirror any successful Deposit and/or any other Order submitted by you upon execution thereof. The continuously updated and displayed Crypto Balance Value is based on a mid-price for the respective Crypto Assets, derived from liquidity providers, and therefore an indicative average of the best bid (buy) and ask (sell) prices for an asset in the broader market, providing an estimate of its fair market value at a given moment. The mid-price is usually not an executable price and no rights can be derived from it.

Trading Limits

There are no volume restrictions on how much you as a Client can trade when using our Exchange Service. Clients may trade freely with their available Account Balance without limitations. However, please note there is a maximum Order size per single Exchange Order for every Crypto Asset. Kindly refer to the Coin Page on our Website for more information.

Deposit and Withdrawal Limits

Each Client Account is by default subject to standard Deposit and Withdrawal limits, which are in place to ensure security and regulatory compliance. Clients can find the most current limits applicable to their Account on our Account Limits page, accessible on our Website under the Supplemental Information.

Pro Account (Custom Limits)

Clients seeking higher Deposit and Withdrawal limits can request a Pro Account through the User Interface, which can be applied to both Normal and Custody Accounts.

Pro Account requests require an enhanced due diligence (EDD) process, which involves verification of the source of funds used for our Services. For further details, including whether you are eligible for a Pro Account, please consult the Pro Account page on our Website.

Coinmerce provides a range of Services to Clients, tailored to the Client’s selected Account Type. Coinmerce, the Foundation, and Coinmerce Earn each play defined roles in these Services, as outlined below.

Coinmerce provides secure storage and safekeeping of Crypto Assets through the Foundation. The Foundation operates independently, ensuring that your assets are legally and operationally segregated from Coinmerce’s proprietary capital.

Clients with a Normal Account provide the Foundation with the explicit instruction to transfer a portion of eligible Crypto Assets held in custody on their behalf to Coinmerce Earn for the purpose of yield generation. Crypto Assets safekept in the Foundation will be Stored in Hot Wallets (wallets connected to the internet) to fulfil direct liquidity needs.

Clients with a Custody Account provide us with the explicit instruction to safekeep as much of their Crypto Assets as operationally feasible in Cold Wallets (wallets not connected to the internet). A portion of their Crypto Assets however may be Stored in Hot Wallets in order to fulfil direct liquidity needs.

For more information on the Foundation’s role, please refer to Article 10. ‘The Foundation’.

Coinmerce’s Exchange Service allows you to Exchange Crypto Assets for other Crypto Assets or Funds. Our automated system, operating in accordance with our Non-Discriminatory Commercial Policy, Pricing Methodology and Fee Schedule, ensures that all Exchanges are conducted at Coinmerce’s discretion and without favour or bias, ensuring fair and equal access to Exchange opportunities for all Clients.

Our Exchange Service is strictly transactional; Coinmerce does not offer portfolio management, personalised advice, or other trading-related services beyond facilitating exchanges. Nor does it bring together multiple trading interests. Coinmerce is always your counterparty in the Exchange, utilising its proprietary capital positions for its own risk and account to conclude the transaction.

Whitepaper(s)

With regard to Crypto Assets which can be Exchanged, we provide, where possible, hyperlink(s) to any available and related Whitepaper(s) in respect of these Crypto Assets via the User Interface. It is the Client’s sole responsibility to read these. Coinmerce is not responsible for the content of any related Whitepaper(s, as these aspects are beyond the control of Coinmerce.

Coinmerce facilitates Transfers of Crypto Assets on behalf of its Clients. This constitutes the transmission or receival of Crypto Assets from one distributed ledger address or account to another, e.g. when you Deposit or Withdraw. For more information, please refer to the Transfer Policy as part of the Supplemental Information.

By agreeing to these Terms and Conditions, Clients confirm they have read and understand, and agree to the contents of the Transfer Policy as part of the Supplemental Information.

For the Transfer of Funds, Coinmerce may utilise third party Payment Service Provider(s).

For Clients with a Normal Account, Coinmerce manages the lending of a portion of eligible Crypto Assets to Coinmerce Earn to generate returns through Staking and On-Lending. This is called the Earn Program. Crypto Assets Lent Out to Coinmerce Earn will no longer be under custody of the Foundation. Coinmerce Earn operates independently and is responsible for selecting yield-generating opportunities according to defined parameters. Coinmerce does not provide portfolio management or financial advice, nor does Coinmerce Earn, and participation in Lending is at the Client's discretion and subject to market risks. For more information on the Earn Program, kindly refer to Article 11 ‘Earn Program’.

Coinmerce does not, and cannot be deemed to offer; portfolio management, investment advice, execution of orders on your behalf, or the operation of a multilateral trading platform.

Services are limited to facilitating the Custody, Exchange and Transfer of Crypto Assets, as well as Yield Services under the Earn program, all in accordance with these Terms and Conditions. Clients are solely responsible for all investment decisions and acknowledge that Coinmerce’s role is limited to the provision of the designated Services.

By using Coinmerce’s Services, you agree to these Terms and Conditions and understand that Coinmerce’s obligations under its Service provision are limited to those explicitly stated. We encourage all Clients to consider the risk factors associated with our Services - please ensure to take notice of our Risk Disclaimer - and to seek independent financial advice where necessary.

Deposits and Withdrawals

We may assume that you inform us correctly about your Bank Account and the address of any of your External Wallets. We are not required to verify this in your interest.

If you Deposit Funds, you must send them to the Foundation’s bank account, which details we provide to you through the User Interface.

If you Deposit Crypto Assets, you must send the Crypto Assets to the Foundation Wallet address that we provide to you via the Coinmerce User Interface. Always follow the exact instructions (network, address, minimum deposit amount, tag if applicable) when Depositing. You acknowledge and understand that not following these exact instructions when Depositing your Crypto Assets may result in the loss of all your Crypto Assets. If you use a wallet address again later without confirming it is still valid in the User Interface, the Crypto Assets may get lost, as we may have to update your previously used Deposit address(es), for example due to an update in the blockchain protocol or change in our wallet infrastructure. We in most circumstances cannot retrieve the Crypto Assets in such a case, or only by making a lot of effort or possibly endangering the security of our IT and/or wallet infrastructure. We are not obliged to try to retrieve your Crypto Assets. If we try at your request, you agree to pay any associated costs.

If you are going to make a Withdrawal, you must ensure that you have provided us with the correct Bank Account and/or the correct address of your External Wallet. If you have provided us a Bank Account or the address of your External Wallet, we can assume that this is correct. With the External Wallet, we can also assume that you have access to your External Wallet. You acknowledge and understand that if you provide us the wrong address of your External Wallet, or if you lose the private key of your External Wallet, or for any other reason no longer have access to your External Wallet, you may lose (access to) the Crypto Assets that are transferred to such External Wallet. We cannot help you in such a case.

Buy, Sell, or Swap Orders

We may assume that you, in line with 5.1 Representations and warranties, are making the well informed decision to submit an Order and to accept the (legal) consequences of the execution of such Order. You understand the risks associated with trading Crypto Assets as set out in these Terms and Conditions and the Risk Disclaimer, and accept these risks. You understand the Order is subject to the terms set out in these Terms and Conditions and we may assume you are legally competent (handelingsbekwaam), have full power to dispose of your Funds and other assets (beschikkingsbevoegd) and that you are fully authorised to perform legal (trans)actions independently when submitting an Order.

Deposits and Withdrawals

You may expect the following when making a Deposit or submitting a Withdrawal Order:

Buy, Sell, and Swap Orders

You may expect the following when submitting an Order to Buy, Sell or Swap:

We execute Orders automatically. Therefore, once you have submitted a request for an Order, you cannot cancel, change or otherwise withdraw it. You can leave it to expire and hence not execute it resulting in effective cancellation of the order request.

We do not accept any Deposit from or Withdrawal to any bank account or external wallet which is not yours. You may not use an anonymous bank account number. The Bank Account must be verified by you to link to your Account and must be in your name and managed and used by yourself. You may also not use an External Wallet managed and/or used by someone other than yourself.

If we discover that you are requesting an Order in violation of the foregoing, or if we believe that this is the case, we may choose not to accept or process that Order request. We may also choose not to accept or process any Order request if we believe you are acting in violation of these Terms and Conditions or the Client Agreement or if we deem, in our sole discretion, such Order in violation of any Applicable Laws and Regulations.

It is important that your Assets as administered in your Account Balance remain legally and operationally separate from the assets of Coinmerce. Therefore, Coinmerce uses a dedicated separate legal entity, the Foundation (Stichting Coinmerce Vault), for the purpose of safekeeping of the Client Assets. The Foundation is a passive entity (a foundation, stichting) under the laws of the Netherlands. You (the Client) hereby expressly consent to the safekeeping of your Funds in the Foundation’s bank account and your Crypto Assets in the Foundation’s Wallet(s).

The Foundation is established solely to ensure that Client Assets are separated from Coinmerce’ own assets. This also ensures that if Coinmerce unexpectedly faces financial problems and is declared bankrupt, the Client Assets fall outside the bankruptcy estate of Coinmerce.

The Foundation is therefore not the service provider to you; that is Coinmerce. The Foundation is only an extension of the service provision for the purpose of Client asset segregation and safekeeping. This is why the Foundation is not considered a provider of crypto-asset services as defined in MiCAR, but Coinmerce is.

For its task as specified in 10.1 Purpose of the Foundation, the Foundation has a bank account and one (or more) Foundation Wallet(s). In the Foundation’s bank account and the Foundation Wallet(s), the Client Assets are held in the name of the Foundation on an ‘omnibus’ basis (combined basis) and in the interest of the Clients. Each Client has an individual claim (vordering), expressed in Funds or expressed in the relevant Crypto Assets, against the Foundation pro rata (this means in line with) to that part of the Client’s Account Balance.

The Foundation may keep the Crypto Assets in its own infrastructure of Foundation Wallets. The Foundation Wallet infrastructure consists of cold Foundation Wallets (i.e. wallets disconnected from the internet) and hot Foundation Wallets (wallets connected to the internet) to fulfil its operational purpose.

Clients that – after considering the pros and cons – select (opt-in for) a Custody Account are provided Custody Services. The Crypto Assets of Clients with a Custody Account are Stored with an emphasis on (long term) asset security. For these Clients, their Crypto Assets will for a large part be Stored in Foundation Cold Wallets, except for a (limited) portion of Crypto Assets required to be held in Hot Wallets for liquidity purposes, enabling Clients with a Custody Account to Exchange and Withdraw their Crypto Assets.

Clients that – after considering the pros and cons – select (opt-in for) a Normal Account, are with reference to 11. Earn Program below, provided a combination of Custody and Yield Services. The Foundation is involved in general safekeeping and to ensure that the Client Assets remain separated from the assets of Coinmerce. Clients with a Normal Account provide us with their explicit consent to instruct the Foundation to transfer a portion of their eligible Crypto Assets to Coinmerce Earn with the aim to earn Rewards. This means that a portion of eligible Crypto Assets of Clients with a Normal Account will not be held on Foundation Wallets in the interest of such Clients with a Normal Account. Instead, these Clients will have a right of redelivery of the Crypto Assets on Coinmerce Earn. For more information on this topic, please refer to Article 11. Earn Program and the Risk Disclaimer.

For Normal Account Clients, Custody Services are provided to the degree Crypto Assets are not dedicated to the Earn Program (lent to Coinmerce Earn), and are in such cases safekept in Foundation Wallets. Clients with a Normal Account explicitly agree that any Crypto Assets that are not borrowed by Coinmerce Earn, shall be Stored in the Foundation’s Hot Wallets in order to fulfil the Client’s liquidity needs.

For more information on this topic, please consult our Custody Policy. By accepting these Terms and Conditions, you are deemed to have read and understand the Custody Policy.

In the following part of this Article, we describe in more detail how the Foundation works from a legal perspective.

1. The Foundation keeps any Client Assets that are received on its bank account or Foundation Wallets separate from Coinmerce’s own assets.

2. Coinmerce and the Foundation have made arrangements and taken measures to ensure that the Foundation cannot independently dispose of Client Assets.

3. Coinmerce records any mutation in your Account Balance and the Account Balance Value on your Account upon you making a successful Deposit, Withdrawal or upon execution of any Order request submitted by you when and to the extent that the Foundation holds any Client Assets in your interest.

4. By signing the Acceptance Form, you authorise and give a power of attorney to each of Coinmerce and the Foundation to perform all acts and to do anything that is necessary or useful in connection with the administration, settlement and record keeping of any mutation in your Account Balance upon making a successful Deposit, Withdrawal or upon execution of any Order submitted by you. This includes, for the avoidance of doubt, a power of attorney to the Foundation to represent you and act on your behalf, in your interest and for your account and risk vis-à-vis Coinmerce and, if relevant, Coinmerce Earn in:

if you have a Normal Account:

5. If the Foundation holds Crypto Assets in any Foundation Wallet in your interest, these Crypto Assets are recorded as Crypto Balance in the relevant type of Crypto Assets in your Account. If the Foundation holds Funds on its bank account in your interest, these Funds are recorded as Fund Balance in your Account.

6. The Foundation cannot hold Funds on its bank account in your interest longer than technically and organisationally necessary. If the Foundation holds Funds in your interest beyond this term, the Foundation will either return these Funds to you by transferring the Funds to your Bank Account.

7. The Foundation does not pay interest over any Client Assets held in your interest on its bank account or any Foundation Wallet from time to time. The Foundation is not liable for interest losses incurred during any period that any Client Assets are held in your interest on its bank account or any Foundation Wallet.

8. When Coinmerce transfers an amount of Funds owed to you to the Foundation's bank account or when Coinmerce sends Crypto Assets owed to you to any Foundation Wallet, it is considered a payment to you (which releases Coinmerce from its obligations upon due receipt thereof by the Foundation). Sending Crypto Assets is considered "completed" after 1 (one) confirmation on the relevant blockchain, unless otherwise stated on the Website or App.

9. Each Client has an individual claim (vordering), expressed in Funds or expressed in the relevant Crypto Assets, against the Foundation pro rata (this means in line with) to the part of the Client’s Account Balance that is held on a bank account or Foundation Wallet in the name of the Foundation in the interest of the Client.

10. Other than in connection with the execution of an Order, any Client Assets held on a bank account of the Foundation or on any Foundation Wallet cannot be transferred, assigned, or pledged within the meaning of Article 3:83(2) BW. This means you can withdraw at any time, but you cannot transfer your Account Balance Value to a third party other than to Coinmerce in an Exchange or to Coinmerce Earn for the purpose of participation in the Earn Program, or establish a right of pledge, lien, usufruct or any other similar right on it. By accepting these Terms and Conditions, you agree to this. This provision has both contractual and property rights effects.

11. Coinmerce guarantees, as an independent obligation to the Clients, the performance of the payment obligations of the Foundation vis-à-vis the Clients at all times.

The costs for the organisation and activities of the Foundation – if they cannot be covered by

positive interest on the balance of the Foundation’s bank accounts – will be reimbursed to the Foundation by Coinmerce. Clients do not need to pay for this separately.

Interest on bank balances can be negative sometimes (meaning payment is owed to the bank for keeping Funds in a bank account). In the scenario that the Foundation has to pay negative interest on its bank balance, we may charge this negative interest to you pro rata to the Funds held by the Foundation on its bank account in your interest (mirroring your Funds Balance).

Thus, you would in such a scenario pay more interest if you have a higher Fund Balance, and lower interest if you have a lower Fund Balance. In case of interest fluctuations, we might choose not to pass on a (temporary) negative interest to Clients. If we make this choice, it is voluntary and not mandatory. You have no enforceable right to this. If a negative interest rate scenario persists, we may decide to start charging from a date we determined this to be the case.

Liability and Safekeeping of Client Funds and Crypto Assets

Upon receipt of Client Funds or Crypto Assets, the Foundation holds these assets for custodial purposes. Each Client holds an individual claim (vordering) against the Foundation, proportionate to their Account Balance held in the Foundation’s bank account or Foundation Wallet in the Client's interest. This claim is either expressed in Funds or in the relevant Crypto Assets, depending on the nature of the holdings.

While Coinmerce has implemented the Foundation as a safeguard to protect Client Account Balances against the insolvency risk of Coinmerce, the Foundation is not intended to mitigate other potential risks associated with the trading or storage of Crypto Assets. Clients retain the economic ownership rights and assume all associated risks in trading or storing Crypto Assets, regardless of whether these assets are temporarily held within the Foundation’s bank account or Foundation Wallet.

The Foundation is not liable for any loss of Funds or loss or destruction of Crypto Assets, regardless of the cause. Clients may at any time withdraw their Account Balances to their personal Bank Account or External Wallet by submitting a Withdrawal Order.

In accordance with Article 75(8) of the Markets in Crypto-Assets Regulation (MiCAR), Coinmerce itself assumes liability for the loss of any Crypto Assets due to an incident directly attributable to Coinmerce’s actions or omissions in its role as a provider of Custody Services for Crypto Assets. Coinmerce is responsible for its Service provision to Clients, including the safekeeping and administration of Crypto Assets on behalf of Clients, and will compensate for the loss of assets resulting from such an attributable incident.

Coinmerce offers Yield Services under the Earn Program. These Yield Services enable Clients to Lend Out a portion of eligible Crypto Assets to Coinmerce Earn in order to earn Rewards on their eligible Crypto Balance in the form of a guaranteed APY-rate. Clients should be aware that Crypto Assets that are Lent Out to Coinmerce Earn are no longer held in Foundation Wallets, and are instead subject to inherent risks under the Earn Program.

The Yield Services are governed by a separate lending agreement (the Earn Terms and Conditions). Clients that opt-in for a Normal Account as their Account Type give their explicit consent, by (electronically) signing the Acceptance Form, to participate in the Earn Program. If you (plan to or already did) select a Normal Account, make sure to carefully read the Earn Terms and Conditions and corresponding Risk Disclaimer Normal Account, which we will make available to you in a durable format before asking your explicit consent to participate in the Earn Program.

Clients that opt-in for a Custody Account as their Account Type are not eligible to participate in the Earn Program. If you (plan to or already did) select a Custody Account, this Article 11 and referred to Earn Terms and Conditions do not apply to you.

The following Article (12) outlines risks that are inherent to using your Account and the Services. Please note this Article should be read in conjunction with the Risk Disclaimer, in order to comprehend the full scope of risks that might be applicable to you. By accepting these Terms and Conditions, you are deemed to have read and understand the Supplemental Information and you accept the risks described in the Risk Disclaimer.

Trading with Crypto Assets might yield positive returns but can also result in heavy losses. There are inherent and significant risks associated with trading Crypto Assets.

The value of Crypto Assets can suddenly and drastically change (volatility risk) and, in some cases, become illiquid. You might lose your entire investment.

Another general risk is that Crypto Assets, because of their cryptographic nature, are fully and irrevocably controlled by access to the private key. This can be a disadvantage. For instance, if a private key is lost or Crypto Assets are mistakenly sent to a wrong address, you can lose your Crypto Assets or the access to your Crypto Assets.

Also using the Services involves significant risks. Due to the significant risks associated with (the use of) Crypto Assets, you must thoroughly inform yourself before using the Coinmerce User Interface and the Services. This includes all the technical and economic aspects of Crypto Assets and its associated risks. To help you understand the most fundamental principles of functioning of Crypto Assets and distributed ledger technology, Coinmerce offers Clients access to its Learn Environment on the Website.

We cannot protect you from all risks involved. We aim to warn you of the main risks we foresee in the Risk Disclaimer, but we cannot guarantee that these are all the risks you are exposed to when trading with Crypto Assets.

You should not use Funds and/or Crypto Assets for the Services that you cannot afford to lose.

Coinmerce does not, and shall not be deemed to, provide any form of advice regarding Crypto Assets. This includes the absence of personalised recommendations, whether upon request or initiated by Coinmerce, concerning any transactions or services related to Crypto Assets. Clients are solely responsible for obtaining sufficient information to make informed decisions when trading Crypto Assets or using our Services. Should Clients require guidance in making an informed investment decision, they are encouraged to seek independent external advice.

Any remarks, observations, or statements made by a Coinmerce employee shall not constitute a recommendation to place an order, engage in a transaction, or utilise any crypto-asset-related service. Information provided in the User Interface, on our Website, or within any correspondence or promotional materials should not be construed as advice on Crypto Assets.

All orders are processed through an automated, "exchange-only" system. Clients bear full responsibility for decisions related to orders submitted through their User Interface and are encouraged to educate themselves on the characteristics and risks associated with the Crypto Assets they trade and the orders they place.

Coinmerce endeavours to maintain continuous operational availability of the User Interface. However, as certain infrastructure components are outside of Coinmerce's direct control, we cannot guarantee uninterrupted functionality of the User Interface at all times.

Clients acknowledge that holding Crypto Assets within an Account entails inherent risks. Coinmerce takes extensive measures to safeguard Client Account Balances held with the Foundation, employing comprehensive security protocols to mitigate risks associated with criminal activities, hacking, and cyber theft, in alignment with the nature and scope of our business. Despite these efforts, the potential for damage due to criminal activities remains.

Coinmerce must limit its liability for any damages resulting from the loss, theft, or destruction of Funds or Crypto Assets, regardless of the cause. For further details on the limitations of our liability, please refer to Article 17: What if Something Goes Wrong?

The services offered via the Coinmerce User Interface are not covered by either the deposit guarantee scheme (‘depositogarantiestelsel’) under Directive 2014/49/EU or the investor compensation scheme (‘beleggingscompensatiestelsel’) under Directive 97/9/EC, as implemented in the Wft. Consequently, neither Client Funds nor Crypto Assets are protected by these compensation schemes.

Coinmerce operates as a private, commercial entity and reserves the right to determine:

In the event that we terminate our business or make significant changes or limitations that prevent us from continuing to provide Services to you, we will ensure that your Account Balance is made available to you in accordance with Applicable Laws and Regulations. To facilitate prompt access to your Account Balance, it is important that you provide us with accurate and current contact information at all times.

Any material changes to our business or Services will be announced via email, the Website, and/or the App. To stay informed, we encourage you to regularly log into your Account and review these communications.

Coinmerce reserves the right to cease providing any Services related to a specific Crypto Asset at any time, at its sole discretion. In such cases, Coinmerce is not obligated to provide reasons for the decision and shall not be liable for any alleged damages or lost profits arising from the cessation of Services for that particular Crypto Asset.

If Coinmerce decides to discontinue Services for a specific Crypto Asset, we will notify Clients via the Website, the App, and/or email. A deadline will be set, within which Clients holding an Account Balance in the affected Crypto Asset must withdraw such assets to an External Wallet.

Failure to withdraw the relevant Crypto Assets within the specified timeframe may result in Coinmerce, at its sole discretion, liquidating (selling) the Crypto Assets and transferring the proceeds, after deducting any costs incurred by Coinmerce, as Account Balance to your Account.

Coinmerce has the responsibility to facilitate the exercise of rights attached to the Crypto Assets stored with the Foundation in the interest of Clients, where applicable. These rights may include, for example, the ability to vote on governance matters or receive distributions associated with certain Crypto Assets.

Coinmerce commits to facilitating that Clients are able to exercise these rights as fully as possible, in compliance with Applicable Laws and Regulations. For this purpose, Coinmerce keeps records of any event(s) that are likely to create or modify the rights of a Client in the Client’s register of positions. However, while Coinmerce aims to facilitate the exercise of rights attached to the Crypto Assets stored with the Foundation in the interest of Clients, there are practical limitations inherent to the nature of our business and Crypto Assets in general. These limitations can affect the (full) realisation of certain rights, and it is important for you to be aware of these potential constraints.

Coinmerce keeps a broad scope of records relating to its Services (and further activities and business conduct) in accordance with Applicable Laws and Regulations.

We display in your Account what your Account Balance and Account Balance Value is. In your Account, you can also see the Orders you have conducted ('Order history'). This allows you to understand how your Account Balance has been compiled.

You are obligated to regularly verify the accuracy of your Account Balance and/or Account Balance Value. If you discover an error or omission in your Account Balance and/or Account Balance Value, you must inform us without delay. Meanwhile, you must do whatever you can to ensure that as little damage as possible results from an error or omission.

If you delay reporting an error or omission in the registration of your Account Balance, Account Balance Value or Order history without valid reason, or if you fail to lodge a complaint within a reasonable time after discovering or after you reasonably should have discovered the error or omission, you may be deemed non-compliant with the legal duty to complain (klachtplicht).

Our record-keeping serves as complete and conclusive evidence (afdoende bewijs) of the composition and balance of your Account. This means that in a disagreement about your Account Balance or Account Balance Value, our record-keeping is, in principle, considered accurate.

You may terminate your Client Agreement with us at any time, without the need to provide a reason. There is no notice period required for termination.

If you wish to terminate your Client Agreement, you must follow these steps:

Once your Account Balance is zero, you can close your account by clicking the “Close Account” button in your Account settings. If you have any questions or require assistance with terminating your account, please contact us at [email protected].

In accordance with Applicable Laws and Regulations, Coinmerce is obligated to retain the data associated with your Account for a period of five to seven years following the closure of your account. For more detailed information, please refer to our Privacy Policy.

Once your Account has been closed, it cannot be reopened. If you wish to access our Services again after closing your account, you must apply for a new account, using a different email address, and complete the necessary account verification process as outlined in Article 6.2 Identification and Customer Due Diligence.

In the event that we close your account (see "Termination by Us" below), reopening an account is generally not permitted. However, in certain circumstances, we may consider making an exception, depending on the reason for the closure. The decision to allow the reopening of an account is solely at our discretion, and we are under no obligation to provide an explanation for our decision.

If you wish to request the reopening of your account, please contact us at [email protected].

Coinmerce reserves the right to terminate the Client Agreement with you at any time, without the need to provide a reason. In such cases, Coinmerce will observe a notice period of four weeks.

In certain circumstances, we may terminate the Client Agreement with you without notice for urgent reasons. These reasons include, but are not limited to:

In such cases, Coinmerce will terminate the Client Agreement with immediate effect.

Upon termination of the User Agreement, our Services will cease, including the safekeeping of your Funds and Crypto Assets by the Foundation. For Clients with a Normal Account, this also includes the termination of participation in the Earn Program.

Upon termination of the User Agreement, your Crypto Assets in the Earn Program will automatically be withdrawn from the program. Subsequently, your Account Balance will be paid out to you. If you have a Fund Balance, the equivalent monetary value will be transferred to your Bank Account.

We will request that you withdraw your Crypto Balance to your External Wallet(s) or sell your Crypto Balance. You must take action and respond within 14 days of receiving this request. If you do not complete the requested actions within the specified period, we may, at our sole discretion, liquidate (sell) your Crypto Balance. After deducting the costs incurred for liquidation and any outstanding Fees, we will transfer the remaining proceeds to your Bank Account.

In certain cases, there may be legal reasons that prevent us from making a payout to you. For example, if your Account Balance (Value) is seized by a creditor or a public prosecutor, or if you are subject to bankruptcy proceedings, legal debt restructuring for natural persons, protective administration, guardianship, curatorship, or any other legal situation that restricts your ability to manage your assets.

In such instances, Coinmerce, in close cooperation with the Foundation, will handle your Account Balance (Value) in accordance with the applicable laws and regulations governing such circumstances.

From time to time, we may identify (external) indications or signs that suggest there may be an issue with your Account. In such cases, we may need to investigate and, as a result, temporarily block your Account and/or suspend the provision of our Services to you. This may occur in, but is not limited to, the following circumstances:

During the period that your Account is blocked and/or our Services to you are suspended, you will not be able to access or dispose of your Client Assets, submit any Orders, or terminate your Account. Additionally, you will not be able to withdraw any Crypto Assets or Funds from your Account.

In the event that we terminate your Account or are required to make a payout of your Account Balance for any other reason, we will contact you via email to notify you. We may request a response or require specific actions from you, such as verifying the External Wallet(s) to which we should transfer your Crypto Asset Balance. We may set a deadline for your response.

Please note that we will never ask for your access credentials or request verification of a specific wallet address. We will not recommend or propose any specific wallet or software for your Withdrawal(s).

If you do not respond within the timeframe set by us, we may, at our sole discretion, transfer your Funds Balance to your Bank Account. Additionally, we may liquidate (sell) your Crypto Balance and, after deducting any costs incurred in the liquidation process and any outstanding Fees, transfer the remaining proceeds to your Bank Account.

If we do not have a valid Bank Account for you and are unable to reach you, we may handle your Funds Balance in accordance with the rules prescribed by Applicable Laws and Regulations for situations where a creditor cannot be found.

We are legally obliged to prevent any assets, including any Funds and Crypto Assets, from ending up with terrorist organisations, sanctioned persons or any person committing an illegal activity through Coinmerce or becoming untraceable. That is why we adhere to the rule that we never pay out your Account Balance to anyone other than yourself, unless the law requires it. When you apply for an Account, you represent and warrant that when Withdrawing your Crypto Asset Balance, you always use an External Wallet that belongs to and is managed by only you. With regards to Funds, you are required to link a Bank Account held in your name and that is used and managed by you to your Coinmerce Account.

Other than in connection with the execution of an Order, any Client Assets held on a bank account of the Foundation or on any Foundation Wallet cannot be transferred, assigned, or pledged within the meaning of Article 3:83(2) BW. This means you can withdraw at any time, but you cannot transfer your Account Balance Value to a third party other than to Coinmerce in an Exchange or to Coinmerce Earn for the purpose of participation in the Earn Program, or establish a right of pledge, lien, usufruct or any other right on it. By accepting these Terms and Conditions, you agree to this. This provision has both contractual and property rights effects. See Article 10.3 The legal details of the functioning of the Foundation. You also cannot Transfer, assign, or establish a right of pledge, lien, usufruct or any other similar right on your claims against Coinmerce, the Foundation and/or Coinmerce Earn.

If you are declared bankrupt, you are no longer authorised to have control over your Account Balance. According to the law, the trustee then has the right to claim your Account Balance with us. If you are bankrupt, we will no longer Exchange the Orders you submit yourself. We will block or terminate your Account. The trustee can still instruct us to Withdraw.

Are you the trustee of a bankrupt party with an Account Balance at Coinmerce? And do you want us to pay out the Account Balance to the estate account instead of the bankrupt Client's Bank Account? Then you can email: [email protected]*.

*We ask you to send a copy of the bankruptcy declaration, which includes your appointment. We will then contact you to facilitate payment to the estate account. Once we are in contact, we can also discuss how to handle any Crypto Assets of the bankrupt Client.

If you are admitted to the WSNP, you are no longer authorised to have control over your Account Balance. According to the law, the administrator then has the right to claim your Account Balance with us. If you are admitted to the WSNP, we will not Exchange the Orders you submit yourself. We will block or terminate your Account. The administrator can still instruct us to Withdraw.

Are you the administrator of someone under debt restructuring with an Account Balance at Coinmerce? And do you want to inform us that you wish to instruct the Withdrawal of the Account Balance? Then you can email: [email protected]*.

*We ask you to send a copy of the judgement, which includes your appointment. We will then contact you to facilitate payment to the restructuring account. Once we are in contact, we can also discuss how to handle any Crypto Assets of the Client.

There may be times when someone (temporarily or permanently) can no longer take care of him/herself or his/her financial matters. In such cases, the court may declare curatorship or (protective) guardianship.

Has a guardian been appointed to oversee your assets? Then you are no longer allowed to

independently control your Account Balance. You can only do this in cooperation with the guardian. Once we know a guardian has been appointed for your assets, we will not Exchange the Orders you submit yourself. We will block or terminate your Account. Your guardian can still instruct us to Withdraw.

Are you the protective guardian of someone with an Account Balance at Coinmerce? And do you want to inform us that you wish to instruct the Withdrawal of the Account Balance? Then you can email: [email protected]*.

*We ask you to send a copy of the court decision, which includes your appointment. We will then contact you to facilitate the Withdrawal. Once we are in contact, we can also discuss how to handle any Crypto Assets of the Client.

Have you been placed under curatorship? Then you can no longer independently control your Account Balance. According to the law, only the curator has the right to control your Account Balance. If you are under curatorship, we will not Exchange the Orders you give yourself. We block or terminate your Account. The curator can still instruct us to Withdraw.

Are you the curator of someone under curatorship with an Account Balance at Coinmerce? And do you want to inform us that you wish to instruct the Withdrawal of the Account Balance? Then you can email: [email protected]*.

*We ask you to send a copy of the court decision, which includes your appointment. We will then contact you to facilitate the Withdrawal. Once we are in contact, we can also discuss how to handle any Crypto Assets of the Client.

Are you married or do you have a registered partnership (geregistreerd partnerschap) and does your Account Balance fall into a community of property (gemeenschap van goederen)? And is your marriage or registered partnership being dissolved? In that case, your community of property must be divided. It is in this case not allowed to assign or have your Account Balance assigned to your (ex-) partner.

If you enter into an agreement with your (ex-) partner about the distribution of your marital or

partnership community, you must agree in that agreement that your Account Balance is allocated to you. If the division is determined in a court judgement, Coinmerce will follow the court’s judgement.

When a Client passes, there are usually one or more people who inherit the assets of that Client (the "legacy"). If the Client has a will, the will determines who should manage and distribute the legacy. If the Client does not have a will, the law governs it. The law assumes that all heirs are jointly responsible for managing and distributing the legacy. But most people choose to appoint one executor on behalf of all heirs.

When a Client passes, the Client's heirs – possibly represented by the executor – must notify us in writing (preferably by e-mail) of the death. You can email us at: [email protected]*.

*For the required documents, please see below: 16.5.1 Required Documents.

In order to claim the Account Balance of a deceased Client on behalf of the heirs, the person notifying us must provide certain documents as proof. Specifically, we require the following:

As proof of passing, a death certificate is always required. Without a death certificate, we cannot process a request from heirs or an executor.

As evidence of the right of the heir or heirs, and of the authority of the person notifying us, we may ask for a notarial declaration of inheritance. If no declaration of inheritance is provided to us, or if we cannot determine from it that the person requesting payment is indeed entitled, we are not obliged to make the payment.

Depending on the size of the Account Balance and/or other factors, we may choose not to require a notarial declaration of inheritance (but other evidence). We may determine this ourselves at our own discretion.

This Article outlines Coinmerce's liability in the event that something goes wrong while using the Account or Services.

Coinmerce, or any of its affiliates, shall not be held liable for any loss, damage, liability, or cost suffered or incurred by you as a result of using the Account or Services, except where the loss, liability, or cost is caused by wilful intent (‘opzet’) or gross negligence (‘bewuste roekeloosheid’) on the part of Coinmerce or its affiliates, or as otherwise specified in this Article 17.

Coinmerce and its affiliates are never liable for any loss, damage, or cost suffered or incurred by you as a result of:

Coinmerce is however liable for any loss, damage, or cost suffered or incurred by you as a result of:

Incidents that are not attributable to Coinmerce include any event in respect of which the Coinmerce demonstrates that it occurred independently of the provision of the relevant Service, or independently of the operations of Coinmerce, such as a problem inherent in the operation of the distributed ledger that Coinmece does not control.

If Coinmerce is held to be liable, Coinmerce will only compensate the Client for direct damages (‘directe schade’). Coinmerce is not liable for indirect damages (‘indirecte schade’), including but not limited to, consequential damages (gevolgschade), lost profits (‘gederfde winst’), lost income (‘gederfde inkomen’), loss of data, and non-material damage.

In relation to Crypto Assets that are Stored by the Foundation in the interest of a Client with a Custody Account, Coinmerce could only be liable for the loss of Crypto Assets or the means of access to such Crypto Assets, if such loss results from an incident attributable to Coinmerce. In that case, the liability of Coinmerce is capped at the market value of the Crypto Assets that were lost, at the time the loss occurred.

Other than in respect of any lost Stored Crypto Assets which loss was attributable to Coinmerce, any other liability of Coinmerce or its affiliates will, to the extent permitted by law, be limited in scope to €25.000 per damage-causing event. Events that are related, for example, because they occurred simultaneously or successively and together caused or aggravated the damage, are considered as one event.

This limitation of our liability does not apply if the damage was caused by wilful intent (‘opzet’) or through gross negligence (‘bewuste roekeloosheid’) on the side of Coinmerce or its affiliates.

Coinmerce reserves the right to cancel the finalisation of an Order submitted by you if we are unable to process the Order in a timely manner due to the following reasons:

In the event that we cancel your Order, and the Foundation has already transferred the required Funds and/or Crypto Assets to Coinmerce as settlement for the Exchange, we will return the Funds and/or Crypto Assets to you by transferring them back to the Foundation’s bank account or to the Foundation’s Wallet, as applicable.

If we cancel an Order under this provision, we are not obligated to compensate you for any form of damage or loss resulting from the cancellation.

If you believe that something has gone wrong with the Services provided to you, you must notify us as soon as possible, and in any case, within a reasonable period.

Failure to report an issue promptly may result in the forfeiture of your right to hold Coinmerce liable. You cannot hold us liable for any issue that you discovered, or reasonably could have discovered, more than one year prior to reporting it. This one-year period is the absolute maximum, and your right to claim may expire sooner in accordance with Applicable Laws and Regulations. This applies especially if you could have reported the issue earlier, and we have been disadvantaged by the passage of time.

You can file, free of charge, any complaints via the Complaints Form made available to you on our Website. A detailed description of our complaints-handling procedure is included in the form. We shall take note of your complaint and cooperate with you to find a mutually satisfactory solution. We keep a record of all complaints received and any measures taken in response thereto.

If you suspect any wrongdoing, fraud, or unethical behaviour within our organisation, you can report it confidentially and free of charge through the Whistleblowing Form available on our Website. A detailed description of our whistleblowing procedure is included in the form. Our whistleblowing procedure provides a secure channel for reporting concerns while protecting your identity and ensuring confidentiality. We will thoroughly investigate all reports and take appropriate action as necessary. All whistleblowing reports are documented, along with any resulting measures.

Coinmerce offers a Referral Program that allows eligible Clients to earn Referral Rewards by referring new users to Coinmerce.

To participate in the Referral Program, you must have an active and verified Coinmerce Account. Referral Rewards are granted at the sole discretion of Coinmerce.

The specific details of the Referral Rewards, including the nature, amount, and any applicable conditions or limitations, are determined by Coinmerce and may be changed or withdrawn at any time. The most current and detailed information about Referral Rewards is published on the Referral Information page on the Coinmerce website. Clients are responsible for regularly checking this page for any updates or changes to the Referral Program.

Coinmerce does not guarantee that any referrals will result in Referral Rewards. The awarding of Referral Rewards is contingent upon the referred individual meeting Coinmerce's eligibility criteria and fulfilling any other requirements set forth in the Referral Information page.

Coinmerce reserves the right to investigate any suspected abuse, fraud, or gaming of the Referral Program. If Coinmerce determines, in its sole discretion, that a Client has engaged in such activities, Coinmerce may withhold or revoke any Referral Rewards and terminate the Client's participation in the Referral Program or the Client’s Account.

Coinmerce reserves the right to modify, suspend, or terminate the Referral Program, or any part thereof, at any time and for any reason, without prior notice. Coinmerce will make reasonable efforts to notify Clients of any significant changes, but is under no obligation to do so.

In the event of any conflict or inconsistency between these Terms and Conditions and the information on the Referral Information page, the information on the Referral Information page shall prevail with respect to the specific details of the Referral Program.

Under Applicable Laws and Regulations we are required to have arrangements in place to

manage (potential) conflicts of interest between us and our Clients.

We operate in accordance with a conflict of interest policy we have put in place for this purpose, under which we have identified those situations in which there may be a conflict of interest and, in each case, the steps we have taken to prevent or manage that conflict.

If a conflict of interest can not be effectively managed, we will disclose such conflict to you.

For more information on conflicts of interest, kindly refer to the summary hereof; the Conflict of Interest Statement, that is part of the Supplemental Information.

By accepting these Terms and Conditions, you are deemed to have read and understand the Supplemental Information and you accept the conflicts of interest that are described in our Conflict of Interest Statement.

You are responsible for filing and paying taxes over your Account Balance (Value). We are not obligated to provide you a financial annual overview specifically for tax purposes, although we do strive to offer you convenient statements that you can use to fulfil your own tax filing obligations.

Coinmerce provides these (downloadable) Account statements on a continuous basis, made available to you in your User Interface. These statements of your positions identify your timestamped Account Balance (Values) including the Crypto Assets concerned, their individual balance, their value and Orders (including Exchanges and Transfers) affecting the aforementioned.

Coinmerce is currently not obliged to annually report a Client’s Account Balance (Value) to tax authorities. Under upcoming laws and regulations (in particular; DAC8) this will change. Clients understand and agree that they are solely responsible for providing their tax authority the full and correct scope of their taxable assets, including any Crypto Assets.

There may be situations not covered by these Terms and Conditions. If so, we will carefully weigh your interests against our own. We then decide how to handle such a situation at our discretion, in accordance with Applicable Laws and Regulations.

The Client Agreement and the entire relationship between the Client and Coinmerce, the Foundation and where applicable Coinmerce Earn shall be governed exclusively by the laws of the Netherlands, unless mandatory law provides otherwise. This does not exclude that the Client may be protected by mandatory provisions of the country where the Client has its usual place of residence.

Disputes between the Client and Coinmerce, the Foundation and where applicable Coinmerce Earn shall be submitted to the court in Amsterdam, unless mandatory law designates a different court.