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NETWORK ACCESS AGREEMENT


 


This MEMBERSHIP AGREEMENT (this “Agreement”) is entered into on this date, accepted and agreed to as of the date recorded by GISC LoanCoin Network, (the “Effective Date”), between Global Investment Services Corp, a Cayman Islandsregistered company (“GISC”) and the agreeing party under the laws of state of Cayman Islands (“Member”, and with GISC each a “Party” and collectively as the “Parties”).WHEREAS, Member desires to be granted access to a proprietary network of financial services for transactions in digital assets and equities and an electronic quotation bureau operated by GISC (the “GLN”) that includes data, information, content and materials that pertain to the lending and borrowing and wholesale buying and selling of digital and traditional currencies (collectively “Loans” and “Blocks”) and related matters.

WHEREAS, GISC is willing to provide Member access to the GLN in accordance with the terms of this Agreement, provided that Member shall not be entitled to effect any Loans or Blocks on the GLN unless and until Member has agreed to those terms and conditions set forth in a separate agreement between GISC and that Member that pertain to effecting transactions through the GLN.

NOW, THEREFORE, in consideration of the foregoing and of their mutual promises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, GISC and Member intending to be legally bound, agree as follows:
1. Access to the GLN. In accordance with the terms of this Agreement GISC hereby agrees to provide Member access to the GLN, including all information, statements, materials, articles, research, data, software, links to third party websites, products and services made available on or accessible through the GLN, including digital asset wallets (collectively, “Content”). By using the GLN and the Content, Member agrees: (i) to comply with U.S. law regarding the transmission of any information through the GLN;; (b) not to use the GLN for illegal purposes;; and (iii) not to interfere with, trespass on or disrupt the networks or computers and equipment connected to the GLN.

2. Use of the GLN.

(a) Unauthorized Uses. Member shall not, and shall cause each of its directors, officers, employees, agents, advisors and other representatives (each, a “Representative”) not to, without the prior written consent of GISC: (i) sell, lease, transfer, provide, sublicense or otherwise make available to any third party the license granted under this Agreement to the GLN or any portion thereof, whether as a demonstration or otherwise;; (ii) photocopy or otherwise reproduce in any medium the GLN or any portion thereof, including the Content, except that Member may print hard copies of such Content or any portion thereof for its own internal use (provided that all copyright and other proprietary notices and disclaimers are retained and complied with); or (iii) alter, enhance, make derivative works of, reverse engineer or decompile the GLN or any portion thereof, or otherwise take any action likely to harm the GLN.

(b) Role of GISC; No Offer, Solicitation or Recommendation. GISC makes no representation or warranty that the Content is suitable or appropriate for Member. The Content is for User’s private information, and GISC is not soliciting any action based on it. The Content is not to be construed as a recommendation or an offer to buy, sell, lend or borrow, or the solicitation of an offer to buy, sell, lend or borrow, or to enter into any transaction in respect of, any Currency, security, financial product or other instrument. Although the information contained in the Content is obtained or compiled from or based upon information that GISC considers reliable, GISC does not represent that such information is accurate, current or complete. GISC does not undertake to advise Member of changes in any of the Content, and Member should note the date of publication of each component of the Content. Member acknowledges that: (i) access is being provided to Member to the GLN under this Agreement for informational purposes only;; (ii) the GLN may include information taken from third-¬party sources;; and (c) any reliance on any portion of the Content shall be at Member’s sole risk. The Content may not be used for any illegal purpose. The Content may not be used in any manner that would subject GISC or its affiliates to any registration requirements in any jurisdiction or country. Member may not display any Content in any way that creates a misimpression or likelihood of confusion that such data is from any source other than GISC.

(c) Usage Rules. All use of the GLN by Member shall be solely in accordance with this Agreement and all other operational guides and protocol documents as may be provided to Member from time to time by GISC, GISC’s Privacy Policy and the GLN’s terms of use (collectively, the “Usage Rules,” which are deemed incorporated by reference herein). GISC may, from time to time, specify additional Usage Rules or changes to any existing Usage Rules upon five (5) business days’ prior notice to Member (providedthat any such changes may be made effective immediately, in GISC’s reasonable discretion, to permit the GLN and/or GISC to comply with any Applicable Law (as defined in Section 2(d)) or to facilitate the continued operation of the GLN without performance interruption or degradation). Member’s access to or use of the GLN following GISC’s specification of any addition or change to the Usage Rules shall constitute Member’s acceptance of such addition or change regardless of whether or not Member has executed a written agreement with respect thereto.

(d) Compliance with Applicable Law. Member agrees that its access to, and use of, the GLN in any manner and for any purpose permitted hereunder shall comply with all applicable federal, state and foreign laws, rules, regulations and interpretations of any judicial, legislative, governmental, regulatory or self-¬regulatory authority or organization of competent jurisdiction (collectively, “Applicable Law”).

(e) . Disclosure of Member Information. In connection with its use of the GLN, Member shall provide GISC with information concerning Member, any Authorized Person (as defined in Section 5(a)) or any other Representative thereof, and access to Member’s relevant records relating to the use of the GLN, in each case as GISC may reasonably request for purposes of complying with any reporting or other requirement applicable to GISC under Applicable Law. In particular, GISC may collect certain personal information concerning each Authorized Person designated by Member in accordance with Section 5(a), including name, business address, e-¬ mail address and telephone number, for purposes of (i) identifying such Authorized Person as aRepresentative of Member;; (ii) monitoring the frequency of such Authorized Person’s access to or use of the GLN forGISC’s marketing or internal administration and analysis purposes;; and

(iii)providing such Authorized Person with additional and up-¬to-¬date information regarding services offered through the GLN.

(f) Control of Glomeration.GISC shall have sole and complete control over, and reserves the right subject to this Section 2(f) at any time to make any changes to, the configuration, appearance, content and functionality of the GLN. GISC shall notify Member as promptly as reasonably practicable prior to implementing changes in the GLN that would materially affect Member’s ability to access or use the GLN in accordance with this Agreement.

(g) Right to Control Use and/or Cease Service.GISC reserves the right at any time, in its sole discretion, without any liability whatsoever: (i) to impose limitations on access to or use of the GLN by Member or any Authorized Person;; (ii) to discontinue displaying or transmitting any information (including any Content);; (iii) to temporarily suspend or to temporarily or permanently restrict access to the GLN or any particular portion thereof by Member or any Authorized Person;; or (iv) to suspend or cease operation of the GLN;; in each case, for reasons relating to (A) prevailing market conditions, which would compromise the normal operation, integrity or security of the GLN, including but not limited to an order or request, from a regulatory authority in any jurisdiction in which GISC or its Participants operates, to temporarily cease operations for any reason, (B) any obligation of GISC under Applicable Law;; (C) a material breach by Member of this Agreement or violation by Member of any Applicable Law which adversely affects GISC’s ability to lawfully operate the GLN, (D) actions compromising the normal operation, integrity or security of the GLN or (E) other business, technical or financial considerations as may be determined by GISC in its reasonable discretion (provided, however, that GISC shall not unreasonably discriminate among Participants in its application of the foregoing). Member agrees that it will be a breach by Member of this Agreement to evade, or attempt to evade, any suspension, restriction or limitation of Services under this Section 2(g). Member further acknowledges and agrees that any such suspension, restriction or limitation is only for the exclusive benefit of GISC, and Member shall not rely on GISC to implement any such suspension, restriction or limitation for Member’s protection or benefit.

3. Membership Units.

In connection with Member’s access to and use of the GLN for the Intended Purpose, Member may purchase GISC Membership Unit(s), known for branding purposes as “GIS” ERC-20 Tokens. Said Membership Units shall be purchased through the GLN viadigital currencies acceptable by GISC on the GLN website, or otherwise in accordance with GISC’s direction. GISC shall have the right to adjust the number of Membership Units required to access certain Membership features as outlined below.

(a)Form of Membership.

Membership is created using Distributed Ledger Technology (DLT). Upon deployment of the GLN, Membership shall be available for purchase in several tiered packages. GISC reserves the right to discount the Membership Price at its sole discretion for promotional and marketing or other purposes.

(b)Features of DLT-¬based Representation of Membership.

● GISC LoanCoin Network access

● Virtual Fiat/Crypto E-Wallet

● Micro loan Financing

● Access up to $500,000 Coin Based Loans

● Get: GIS tokens to exchange to local fiat

● 1 week – 36 Month Terms

● Term Financing & Installment Loans

● P2P Loan Origination

● B2B Loan Origination

● GISC Direct Libor rate loans on Crypto to P2P

● Collateral secured Guarantor

● Customizable Smart Contract Alt-coin loans

● Security

(c) Included Features, Tiers.

Access levels vary by Tier depending upon the KYC/AML data the Members submit. Each Tier allows access to the following non-¬financial product features:

Tier 1 Tier 2 Tier 3 Tier 4
Microloans/Loan limits $200 – $1000 $5,000 $20,000 $100,000
ID Verification Basic KYC Standard KYC/AML Standard KYC/AML Premium KYC/AML
Credit Assessment Public record+available
credit history
Public record+GLN
Scoring + available credit history
Public record+GLN
Scoring + verifiable
credit history
Public record+GLN
Scoring+Corporate
credit history + Use of
Funds
P2P Available Available Available w/Guaranator Available
B2B Available Available Available Available
Guaranator Optional Optional Optional Optional
GISC Direct N/A Selective Available Available
Coin Based Loans N/A BTC/Altcoins BTC/Altcoins BTC/Altcoins
Tier elevation criteria $5000 in loan history
$3000 with Guarantor
66% Payback history
$20,000 in loan history
$15,000 with Guarantor
75% Payback history
$75,000 in loan history $50,000 with Guarantor 75% Payback history

(i)Tier One Membership. Basic KYC and a valid email address are required to sign up. Membership includes access to the GISC Dashboard web portal of available products, including but not limited to cryptocurrency market data and GISC Educational Materials. The GISC Dashboard web portal also provides access to view and apply for financial products offered by Lenders, Buyer, and Sellers through the GLN. (NOTE: Full Anti–Money Laundering Compliance, Know Your Customer Compliance and GISC’s Borrower and Lender Suitability Analysis must be satisfactorily completed by the relevant party prior to that party’s interaction with any of the financial products offered by the GLN. Terms and Conditions apply. Not all products made available to all Members. GISC does not provide tax or legal advice.)

(ii)Tier Two Membership. Standard KYC/AML and a valid email address are required to sign up. Membership includes access to the GISC Dashboard web portal of available non-¬financial products, including but not limited to cryptocurrency market data, GISC Educational Materials, and a GLNE-wallet. The GISC Dashboard web portal also provides access to view and apply for financial products offered by Lenders through the GLN. Financial products are limited to disbursements of no more than $100,000.00 US Dollars and a maximum term of 36 months for Term Financing products. Tier Two membership allows members to submit requests for financial products that are customized to their specific needs, including requests for a specific loan annual percentage rate (APR), origination loan-¬to-¬value ratio (LTV), base currency and loan term. (NOTE: Full Anti-¬ Money Laundering Compliance, Know Your Customer Compliance and GISC’s Borrower and Lender Suitability Analysis must be satisfactorily completed by the relevant party prior to that party’s interaction with any of the financial products offered by theGLN. Terms and Conditions apply. Not all products made available to all Members. GISC does not provide tax or legal advice.)

(iii) Tier Three& Four Membership.Premium KYC/AML and a valid email address are required to sign up. Membership includes access to the GISC Dashboard web portal of available non-¬financial products, including but not limitedto cryptocurrency market data, GISC Educational Materials, and a GLNE-wallet. The GISC Dashboard web portal also provides access to view and apply for financial products offered by Lenders through the GLN. Financial products are not limited in regard to loan size or loan terms. Tier Three membership allows members to submit requests for financial products that are customized to their specific needs, including requests for a specific loan annual percentage rate (APR), origination loan-¬to-¬value ratio (LTV), base currency and loan term. Credit Funds, Trusts, Corporations, and Professional Investors will be able fund loan requests and to list Packaged loans to borrowing membersand digital assets for sale on the GLN and receive access to Block transactions for wholesale purchase of digital assets by connecting with GLN Institutional Buyers and Sellers. Option to receive titled account with GISC partnered licensed Asset Managers.(NOTE: Full Anti-¬money Laundering Compliance, Know Your Customer Compliance and GISC’s Borrower and Lender Suitability Analysis must be satisfactorily completed by the relevant party prior to that party’s interaction with any of the financial products offered by the GLN. Terms and Conditions apply. Not all products made available to all Members. GISC does not provide tax or legal advice.) Tier Four Membership also allows for access to the GISCGLNAPI. Additional API related fees may exist depending on usage.

(d)Other Features. Upon full deployment of the GLN, users may elect to use Membership Units to reduce the interest rate charged on their loans up to 2% of the interest rate to be charged on a particular loan.

4.Termination

(a)Termination. This agreement and access to the GLN may be terminated by either Party at any time upon notice to the other Party.

(b)Effect of Termination. The following events shall occur upon termination of this Agreement:

(i)the license granted Member in Section 1 shall immediately terminate and Member shall cease any and all use of the GLN;; and (ii) Member shall pay to GISC, in accordance with Section 3, all fees, or other obligations due to GISC hereunder that have accrued and remain unpaid as of the termination date;; provided that if this Agreement is terminated by GISC without cause it shall refund to Member any fees on a pro rata basis based on the percentage of the applicable period for which fees were paid as of the date of termination.

Other than as provided in this Section 4, termination of this Agreement shall not affect a Party’s obligations arising hereunder prior to such termination. The right of termination set forth herein is in addition to any other remedy at law or in equity that is available to a Party with respect to a breach by the other Party.

5.Authorized Persons; Security.

(a)Authorized Persons. Member shall designate one (1) agent (“Administrator”) who shall designate other such agents who are authorized by Member to access or use the GLN on Member’s behalf (each, including the Administrator, an “Authorized Person”). With GISC’s permission, and upon providing GISC suitable notice, Member may designate additional Administrators as needed. Member shall notify GISC of the designation of Authorized Persons and any changes to such designation(s) (including the termination of the authorization or employment of any then current Authorized Persons). Notwithstanding the foregoing, GISC shall have the right in its reasonable discretion to terminate any Authorized Person’s access to the GLN. Member shall at all times be responsible for (i) any access to or use of the GLN by its Authorized Persons;; (ii) any breach by any Representative of Member (including any Authorized Persons) of any obligation of Member under this Agreement;; and (iii) any unauthorized use of the GLN by any person through Member’s facilities or on Member’s behalf. Upon becoming aware of any improper use of the GLN by any Representative (including any Authorized Person) Member shall (A) promptly notify GISC thereof, (B) take immediate actions to terminate such improper use, including by terminating such person’s authorization to access the GLN, and (C) provide GISC with such assistance as reasonably requested by GISC in investigating and remedying the consequences of such improper use.

(b)Security. The Administrators will designate Authorized Persons and assign to each such Authorized Person a unique user identification (“Member ID”) and a corresponding access code (“Access Code”) to enable such Authorized Person to access the GLN. Member shall take appropriate steps to maintain, and to ensure that each Authorized Person maintains the confidentiality of the Member ID and Access Code assigned thereto. Member shall not permit any person to access the GLN other than an Authorized Person accessing the GLN on its behalf, and shall implement security procedures specified in the Protocol Document or otherwise reasonably designed to prevent unauthorized use or misuse of the Member IDs, the Access Codes or the GLN. Member shall promptly notify GISC of any unauthorized access to or use of, or any loss or theft of, any Member ID or Access Code assigned to any of its Authorized Persons. GISC does not warrant that any method of accessing the GLN is secure and shall have no liability whatsoever in connection with Member’s method of accessing the GLN. Member shall comply with all reasonable security specifications or requirements of GISC (of which GISC shall give prior notice to Member) to prevent the GLN from being improperly used or accessed.

6.Intellectual Property.

(a)GLN. As between Member and GISC, GLN (or, as the case may be, its parent corporation, Global Investment Services Corp. (“Holdings”)) shall have exclusive ownership of and title to all names, trade names, copyrights, trademarks, service marks, patent rights, trade secrets and all other proprietary and/or intellectual property rights (collectively, “Intellectual Property Rights”) in and relating to the GLN, including any GISC specifications and all Content, and Member shall have no rights therein other than the license and rights expressly granted hereunder. Member shall not, by act or omission, diminish or impair in any manner the acquisition,maintenance, and full enjoyment by GISC, its licensees, transferees and assignees, of any Intellectual Property Rights under this Section 6(a).

(b) Click-¬Stream Data. As between Member and GISC, GISC (or, as the case may be, Holdings) shall have exclusive ownership of and title to all click-¬stream and similar data that track the access to or use of the GLN by or on behalf of Member (the“Click–Stream Data”) and all Intellectual Property Rights therein;; provided, however, that, except as required by Applicable Law or consented to by Member, GISC shall not provide to any third party any Click-¬Stream Data that identifies (directly or indirectly) Member.

7.Confidentiality.

(a)Confidential Information. For purposes of this Agreement, “Confidential Information” of a Party hereto shall mean, with respect to GISC, the GISC Confidential Information, and with respect to Member, the Member Confidential Information;; provided that Confidential Information of a Party shall not include any information that: (i) is in or becomes part of the public domain other than through a breach by the other Party of this Agreement;; (ii) was demonstrably known to the other Party previously with no obligation to keep it in confidence;; (iii) is subsequently disclosed to the other Party on anon–confidential basis from a source other than such Party (provided that such source is not known to the other Party to be bound by a confidentiality agreement with such Party or otherwise prohibited from transmitting the information to the other Party by a contractual, legal or fiduciary obligation);; or (iv) a Party can demonstrate, from written records, that such information was independently developed by the employees of the other Party who have not had access to and without any use of any Confidential Information;; “GISC Confidential Information” shall mean any oral, written, graphic, electronic or machine readable information concerning or relating to the GLN, GISC or any Affiliate thereof that is disclosed by GISC or any Affiliate thereof or any of their respective Representatives to Member or any Representative thereof (such information to include all notes, analyses, compilations, studies or other documents derived from such disclosed information), including (A) the terms of this Agreement (including the fees payable hereunder),(B) any information regarding the functionality of the GLN and all related documentation, and(C) the current or proposed business plans or technology requirements, specifications or plans of GISC;; and “Member Confidential Information” shall mean any information concerning or relating to Member, any Affiliate thereof, any of their Representatives or any Authorized Person that is either disclosed to GISC (or any Representative thereof) through use of the GLN in written or other tangible form, or disclosed orally to GISC (or any Representative thereof).

(b)Confidentiality Obligations. Each of GISC and Member agrees that, with respect to any Confidential Information of the other Party, it shall: (i) use such Confidential Information solely for the purpose of making available (in the case of GISC) or accessing or using (in the case of Member) the GLN, and not for its own corporate purposes or otherwise, except as otherwise expressly permitted hereunder;; (ii) not disclose, sell, assign, license, market, transfer or otherwise dispose of any Confidential Information of the other Party to any third party, except as otherwise expressly permitted hereunder or with the prior written consent of the other Party;; (iii) advise each person to whom it has provided such Confidential Information as expressly permitted hereunder or withthe prior written consent of the other Party to keep such information confidential;; (iv) maintain the confidentiality of such Confidential Information with at least the degree of care it uses to protect its own confidential and proprietary information, but with no less than a reasonable standard of care;; and (v) promptly notify the other Party of any actual or suspected misuse, misappropriation or unauthorized disclosure of any such Confidential Information.

8.Indemnification.

Member shall indemnify, defend and hold harmless GISC and its Affiliates, and their respective Representatives, from and against any from and against any direct out of pocket losses, liabilities, judgments, arbitration awards, settlements, damages and costs, including reasonable attorneys’ fees (“Losses”) resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) caused by Member’s access to or use of the GLN or any breach by Member or any Representative or that are based on or result from Member’s ability or inability to use, the GLN or any portion thereof, or any data, information, service, report, analysis or publication Member derives there from.

9.No Warranties; Limitation of Liabilities.

(a)No Warranties. NEITHER GISC OR ANY OF ITS AFFILIATES, INVESTORS, THIRD PARTY SERVICE PROVIDERS, CONTRACTORS OR TECHNOLOGY SUPPLIERS (EACH, AN “GISC PARTY”), NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, MAKES ANY WARRANTY TO MEMBER OR ANY OTHER PERSON AS TO THE GLNOR ANY PORTION THEREOF, WHETHER EXPRESS OR IMPLIED, INCLUDING (1) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR (2) ANY WARRANTY REGARDING THE CORRECTNESS, QUALITY, ACCURACY, RELIABILITY, SECURITY, PERFORMANCE, COMPLETENESS, TIMELINESS OR CONTINUEDAVAILABILITY OF THE GLNOR ANY PORTION THEREOF. MEMBER ACKNOWLEDGES AND AGREES THAT THE GLNIS PROVIDED ON AN “AS IS” BASIS AT MEMBER’S SOLE RISK. UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN, NEITHER ANY GISC PARTY NOR ANY REPRESENTATIVE THEREOF SHALL HAVE ANY DUTY OR OBLIGATION TO MAINTAIN THE GLNOR ANY PORTION THEREOF OR TO VERIFY, CORRECT, COMPLETE OR UPDATE ANY INFORMATION DISPLAYED THEREON.

(b)General Limitations on Liabilities. Under no circumstances shall any GISC PARTY have any liability to user or to any other person for the quality, accuracy, timeliness, continued availability or completeness of the GLN, THE CONTENT or any portion thereof. In no event will the GISC PARTIES be liable for any indirect, special, incidental, consequential, punitive or exemplary damages that MEMBER or any other person may incur in connection with MEMBER’S ability or inability to use the GLN, or any portion thereof, or interruption of service, including but not limited to, delays or interruption of internet or network services not operated or controlled by GISC, or omissions or inaccuracies in such information or materials, even if advised of the possibility of such damages including, without limitation, lost profits and loss of revenue, even if any of the GISC parties has been advised of the possibility of such damages.

NOTWITHSTANDING ANY PROVISION HEREOF TO THE CONTRARY, IN NO EVENT SHALLTHE LIABILITY OF GISC ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT OR OTHERWISE) RELATING IN ANY MANNER TO MEMBER’S USE OF THE GLNEXCEED IN THE AGGREGATE THE AMOUNTS PAID TO GISC BY MEMBER TO WHICH SUCH CLAIM RELATES IN THE QUARTER IMMEDIATELY PRIOR TO THE FIRST OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

(c)No Liability for Other Providers. Member acknowledges that in accessing or using the GLN, it may be provided with links to websites of (or otherwise presented with content provided by) third parties and agrees that GISC shall not be liable for any such third-party content. The fact that GISC has provided a link to a third-¬party site, or that a third party site has provided a link to the GLN, does not constitute an endorsement, authorization, sponsorship, or affiliation by GISC with respect to that site, its owners, or its providers and Member accesses that site and any services or information provided therein at Member’s own risk. GISC is not responsible or liable for, and makes no representations or warranties with respect to, any particular information, software, products, services or content found on any of the linked sites, including appropriateness of any products, services or transactions described therein.

10.General.

(a)Notices. All notices and other communications required or permitted hereunder shall be in writing and may be sent by (i) personal delivery, (ii) registered or certified mail, (iii) overnight courier or (iv) telefax, electronic mail or similar means of simultaneous transmission and receipt, in each case to the addresses of the Parties set forth below (as may be changed by either Party at any time by written notice to the other Party), and shall be deemed to have been duly given upon the date of receipt.

If to GISC, as appropriate:

Global Investment Service Corp:

10 Market Street, Suite 140

Camana Bay

Grand Cayman KY1-9006

Phone: 888-684-7710

E-¬mail: info@crypto.giscorponline.com

(b)Dispute resolution.Any dispute, controversy or claim arising out of or relating to the Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, the Company and Borrower hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement will be brought only in a court of competent jurisdiction in the Cayman Islands and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of in a court of competent jurisdiction in the Cayman Islands for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in in a court of competent jurisdiction in the Cayman Islands and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in a court of competent jurisdiction in the Cayman Islands has been brought in an improper or otherwise inconvenient forum..

(c)Waiver of Jury Trial. Each Party hereto hereby knowingly, voluntarily and intentionally waives, to the fullest extent permitted by law, any right it may have to a trial by jury in any action or proceeding arising out of or relating to this Agreement.

(d)Assignment. Binding Nature. GISC may assign any or all of its rights and obligations under this Agreement with or without Member’s prior written consent. This Agreement may not be transferred or assigned by Member without the prior written consent of GISC. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and permitted assigns.

(e)Amendment. This Agreement may not be amended or modified except pursuant to an instrument in writing executed by both Parties, except that GISC shall have the right to unilaterally

(i)change any or all of the fees pursuant to and in accordance with Section 3, and (ii) modify the Usage Rules pursuant to Section 2(c).

(f)Waivers. No provision of this Agreement may be waived except by an instrument in writing executed by the Party against whom the waiver is to be effective. Failure by either Party at any time to require full performance of any provision hereof shall in no manner affect the right of such Party to enforce the same provision at a later time or to enforce any other provision hereof.

(g)Survival. The rights and obligations under Sections 6, 7, 8, 9 10(b) and 10(c) shall survive the termination of this Agreement.

(h)Injunctive Relief. The Parties acknowledge that an impending or existing violation (i) by either Party of any provision of Sections 6 and 7 may cause the other Party irreparable injury for which such other Party would have no adequate remedy at law, and agree that such other Party shall be entitled to seek immediate injunctive relief (whether preliminary, temporary or permanent) prohibiting such violation, in addition to any other rights and remedies that may be available to such other Party at law or in equity.

(i)Relationship between the Parties. There is no joint venture, partnership, or fiduciary relationship existing between the Parties hereto, and the Parties do not intend to create any such relationship by this Agreement. This Agreement does not create, and shall not be construed tocreate, any right for the benefit of any third party, except as otherwise expressly provided herein, and only GISC, and Member shall have standing to enforce any rights hereunder.

(j)Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

(k)Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings and agreements between the Parties with respect to the subject matter hereof.

(l)Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute one and the same document.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed and delivered as of the Effective Date. Accepted and agreed as of this date, recorded by GISC LoanCoin Network.

GLOBAL INVESTMENT SERVICES CORP
By: Electronic Signature By: Signature on file

 


I AGREE TO ELECTRONICALLY SIGN THIS FORM

 

WHEREAS the undersigned wish to enter into this Agreement to define certain parameters of the future legal obligations, are bound by a duty of Confidentiality with respect to their sources and contacts. This duty is in accordance with the International Chamber of Commerce.

WHEREAS the undersigned desire to enter a working business relationship to the mutual and common benefit of the parties hereto, including their affiliates, subsidiaries, stockholders, partners, co-ventures, trading partners, and other associated organizations (hereinafter referred to as “Affiliates”).

NOW THEREFORE in consideration of the mutual promises, assertions and covenants herein and other good and valuable considerations, the receipts of which is acknowledged hereby, the parties hereby agree as follows:

1. TERMS AND CONDITIONS

A. The parties will not in any manner solicit, nor accept any business in any manner from sources or their affiliates, which sources were made available through this agreement, without the express permission of the party who made available the source and,

B. The parties will maintain complete confidentiality regarding each other’s business sources and/or their Affiliates and will disclose such business sources only to the named parties pursuant to the express written permission of this party who made available the source, and,

C. That they will not in any of the transactions the parties are desirous of entering into and do, to the best of their abilities assure the other that the transaction codes established will not be affected.

D. That they will not disclose names, addresses, e-mail address, telephone and tele-fax or telex numbers to any contacts by either party to third parties and that they each recognize such contracts as the exclusive property of the respective parties and they will not enter into any direct negotiations or transactions with such contracts revealed by the other party and

E. That they further undertake not to enter into business transaction with banks, investors, asset managers, trading desk, sources of funds or other bodies, the names of which have been provided by one of the Parties to this agreement, unless written permission has been obtained from the other party(ies) to do so. For the purpose of this agreement, it does not matter whether information is obtained from a natural or a legal person. The parties also undertake not to make use of a third party to circumvent this clause.

F. That in the event of circumvention of this Agreement by either party, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to the maximum amount it should realize from such a transaction plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue.

G. No course of dealing and no delay on the part of any party in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice its rights, powers or remedies, and no right, power or remedy conferred hereby shall be exclusive of any other right, power or remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

H. All considerations, benefits, bonuses, participation fees and/or commissions received as a result of the contributions of the parties in the Agreement, relating to any and all transactions will be allocated as mutually agreed.

I. This Agreement is valid for any and all transaction between the parties herein and shall be governed by the enforceable law in The Cayman Islands, HK, UK, EEC and US. In the event of a dispute, the laws of the Cayman Islands will apply.

J. The signing parties hereby accept such selected jurisdiction as the exclusive venue. The duration of the Agreement shall perpetuate for five (5) years from last date of signing.

2. AGREEMENT TO TERMS

A. Signatures on this Agreement received by the way of Facsimile, Mail and/or E-mail shall constitute an executed contract. The Agreement is enforceable and admissible for all purposes as may be necessary under the terms of the Agreement.

B. All signatories hereto acknowledge that they have read the foregoing Agreement and by their initials and signature that they have full and complete authority to execute the document for and in the name of the party for which they have given their signature.

Name/Title Company Date

 

Date :

I AGREE TO ELECTRONICALLY SIGN THIS FORM

 

Cryptocurrency Risk Disclosure Statement

Cryptocurrency is a digital representation of value that functions may act as a media of exchange, a unit of account, or a store of value, but it does NOT have legal tender status. Cryptocurrencies are sometimes exchanged for U.S. dollars or other currencies around the world, but they are not generally backed or supported by any government or central bank. Their value is completely derived by market forces of supply and demand, and they are more volatile than traditional currencies. Cryptocurrencies are not covered by any insurance.

Purchasing cryptocurrencies comes with a number of risks, including volatile market price swings or flash crashes, market manipulation, and cybersecurity risks. In addition, cryptocurrency markets and exchanges are not regulated with the same controls or customer protections available in equity, option, futures, or foreign exchange investing.

Investors should conduct extensive research into the legitimacy of each individual cryptocurrency, including its platform, before investing. The features, functions, characteristics, operation, use and other properties of the specific cryptocurrency may be complex, technical, or difficult to understand or evaluate. The cryptocurrency may be vulnerable to attacks on the security, integrity or operation, including attacks using computing power sufficient to overwhelm the normal operation of the cryptocurrency’s blockchain or other underlying technology.

Cryptocurrency trading requires knowledge of cryptocurrency markets. In attempting to profit through cryptocurrency trading you must compete with traders worldwide. You should have appropriate knowledge and experience before engaging in substantial cryptocurrency trading.

Any individual cryptocurrency may change or otherwise cease to operate as expected due to changes made to its underlying technology, changes made using its underlying technology, or changes resulting from an attack. These changes may include, without limitation, a “fork,” a “rollback,” an “airdrop,” or a “bootstrap.” Such changes may dilute the value of an existing cryptocurrency position and/or distribute the value of an existing cryptocurrency position to another cryptocurrency. Some trading platforms may support or not support any of these changes. Any cryptocurrency may be cancelled, lost or double spent, or otherwise lose all or most of their value, due to forks, rollbacks, attacks, or failures to operate as intended.

Cryptocurrency trading can be extremely risky. Cryptocurrency trading may not generally be appropriate, particularly with funds drawn from retirement savings, student loans, mortgages, emergency funds, or funds set aside for other purposes. Cryptocurrency trading can lead to large and immediate financial losses.

Under certain market conditions, you may find it difficult or impossible to liquidate a position quickly at a reasonable price. This can occur, for example, when the market for a particular cryptocurrency suddenly drops, or if trading is halted due to recent news events, unusual trading activity, or changes in the underlying cryptocurrency system.

The greater the volatility of a particular cryptocurrency, the greater the likelihood that problems may be encountered in executing a transaction. In addition to normal market risks, you may experience losses due to one or more of the following: system failures, hardware failures, software failures, network connectivity disruptions, order timing, and data corruption. Several agencies have also published advisory documents surrounding the risks of virtual currency. For getting more information please see, the CFPB’s Consumer Advisory, the CFTC’s Customer Advisory, the SEC’s Investor Alert, and FINRA’s Investor Alert.

Client Declaration and Confirmation

We further confirm to GISC LoanCoin Network that we have carefully read, fully understood and accepted the contents of the Risk Disclosure Statement.

Date :

I AGREE TO ELECTRONICALLY SIGN THIS FORM