These terms and conditions (the “Terms of Service”) define the relationship between Satochi, LLC (the “Company” or “Satochi” or “we” or “us” or “our”) and you, the person accessing the Satochi website (the “Site”, as defined below) or mobile application (the “App”, as defined below) and/or registering for or otherwise using our products or services (the “Service”, as defined below). ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED IN THE SECTION TITLED “BINDING ARBITRATION AND CLASS ACTION WAIVER” BELOW, WHICH YOU SHOULD READ CAREFULLY. DEFINITIONS App – Any mobile application provided by Satochi to access Satochi’s products, services, or content, including mobile applications for iOS and Android available through download at the Apple Store and Google Play store. Content – All text, videos, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork, algorithms, functionalities, features and computer code, including but not limited to design, structure, “look and feel” and arrangement of the content available on the Site, the App, or through the Service. cryptocurrency – A digital representation of value that functions as a medium 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 currently backed nor 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. Common examples of cryptocurrencies include Bitcoin (BTC), Ethereum (ETH) and Ripple (XRP), among many others. cryptocurrency exchange –A digital marketplace that allows customers to trade one or more cryptocurrencies for other assets, such as conventional fiat money (e.g., USD) or different cryptocurrencies. Provider – A third-party service provider, content provider, contractor, or partner that provides Content or assistance with delivery of the Service. Site – and all subdomains and web pages. Service – All services, products, software, Content, or data feeds provided to you by Satochi or our Providers through the Site, the App, or any other platform. YOUR ACCEPTANCE By using or visiting the Site, the App, or the Service, you signify your agreement to these Terms of Service. You acknowledge and agree that your electronic submission constitutes your agreement and intent to be bound by these Terms of Service. YOU MAY USE THE SERVICE ONLY IF YOU CAN FORM A BINDING CONTRACT WITH US AND ARE NOT A PERSON BARRED FROM RECEIVING SERVICES UNDER THE LAWS OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION. IF YOU ARE ACCEPTING THESE TERMS OF SERVICE ON BEHALF OF A COMPANY, ORGANIZATION, GOVERNMENT, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO DO SO. IF YOU DO NOT AGREE, OR CANNOT AGREE, TO ANY OF THESE TERMS, DO NOT USE THE SERVICE. GEOGRAPHIC and age RESTRICTIONS OUR SERVICE IS CURRENTLY LIMITED TO LAWFUL RESIDENTS OF THE STATES OF NEW YORK, CALIFORNIA, AND TEXAS, WHO ARE AT LEAST 18 YEARS OF AGE (“Residents”). If you are not a Resident, then you may not register for, access, or use our Service. Satochi may restrict or prohibit access to and use of the Service based on information that you provide during registration (discussed below), including your address and date of birth. Satochi also may use geolocation information to determine whether you are a Resident and permitted to access and use our Service. Use of any geo-blocking or spoofing software (including VPN services) to evade our geolocation restrictions is prohibited. We are in the process of expanding our service area. If you are not currently a Resident, please check back soon to see if our Service has become available in your state. COMPLIANCE WITH APPLICABLE LAWS We make no claims concerning whether the Service or the Content may be viewed, accessed, or otherwise used outside of the United States. If you access the Service or the Content from outside of the United States, you do so at your own risk. Regardless of your location, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. You agree to comply with all applicable laws in your use of the Service and to refrain from using the Service for any unlawful purpose. REGISTRATION You are required to register for an account in order to access and use the Service and Content. You must provide a valid email address, which you control, and a password in order to register. You may only maintain one active account at a time with Satochi; in other words, one registration per person. Any use of multiple accounts by you is a breach of these Terms and Conditions. If you lose access to your account, please contact us and we will help you to regain access (though we will require verification of your identity). As a registered user, you can update your account settings, including your email address, by going to the “account” section of our Site or App. You can also change your password and add personal information, such as your legal name and address. As a registered user, you will gain access to certain parts of the Service upon logging-in with your email address and password. However, parts of the Service and the Content may be restricted to members of our Programs, as described below. CRYPTOCURRENCY INVESTMENT PROGRAMS As part of the Service, Satochi offers certain cryptocurrency investment programs (“Programs”), including a Program that allows you to invest your spare change in one or more cryptocurrency portfolios. You must have a registered account with us before enrolling in a Program. When you enroll in a Program, you may be required to provide certain personally-identifiable information (“Client Information”), including but not limited to your full legal name, your address, your social security number, and your bank account or credit card numbers, among other things. You certify that all Client Information you provide is accurate. You also agree to maintain and update your Client Information as necessary so that it remains accurate and current. In the event that any Client Information you provide is inaccurate or not up to date, Satochi reserves the right to terminate your access to the Service and/or Program. In order to enroll in a Program, you also may be required to enter into one or more additional agreements with us and/or our Providers (“Program Agreements”). Your acceptance into a Program is not guaranteed and is contingent upon your providing all of the necessary Client Information, entering into any Program Agreements that may be required, your adherence to these Terms of Service, and our approval, which approval may be withheld for any reason at our sole-discretion. If you enter into a Program and execute Program Agreement(s), you agree that, in the event of any conflict between these Terms of Service and the Program Agreement(s) you have entered, the Program Agreement(s) shall control. We reserve the right to discontinue, change, or deny access to any Program at any time and for any reason. Privacy We are committed to your privacy, and our privacy policy (the “Privacy Policy”), the terms of which are incorporated herein, explains our policies to protect your information and your privacy while you use our Service. Restrictions / Prohibited Uses / Termination You agree not to use any aspect of the Service—whether accessed through our Site, our App, or through another platform—in any of the following ways: You will not access our Service or our Content by any means other than through the interfaces we provide through our Site and our App; You will not access or use the Service or Content to collect any market research for a competing business; You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; You will not use the Service to post or transmit any content that is disruptive, uncivil, abusive, vulgar, profane, obscene, hateful, fraudulent, threatening, harassing, defamatory, sexually explicit, or which discloses private or personal matters concerning any person; You will not use the Service to post or transmit any material that you don't have the right to transmit under law (such as copyrights, trade secrets, or securities) or under contractual or fiduciary relationships (such as nondisclosure agreements); You will not interfere with, or attempt to interrupt the proper operation of, the Service through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Content, data, files, or passwords related to the Service through hacking, password or data mining, or any other means; You will not decompile, reverse-engineer, or disassemble any software or other products or processes accessible through the Service; You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Service; You will not use any robot, spider, scraper, or other automated means to access the Service or Content for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Site for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of these publicly accessible materials; You will not violate any applicable law or regulation while accessing and using our Service, including, without limitation, the rules and regulations of the U.S. Securities and Exchange Commission and the national or other securities exchanges (especially and including the rule against making false or misleading statements to manipulate the price of any security); You will not take any action that imposes or may impose (in our sole-discretion) an unreasonable or disproportionately large load on our technical infrastructure; You will not take any action that damages or disrupts the functioning of our Service; and You will not use any geo-blocking or spoofing software (including VPN services) to evade our geolocation restrictions. Violation of any of these terms may result in immediate cancellation of your account and loss of access to the Service. Satochi may at any time, without prior notice and at our sole-discretion, terminate your access to the Service and any Programs, remove any Content provided by you, terminate your membership or registration, or otherwise restrict or terminate your access to the Service and the Content for any violation of the above provisions or for otherwise disrupting our Service. In the event that we terminate your participation in a Program, you may receive a prorated refund or other compensation at our sole-discretion. Promotions We may, at our sole discretion, make available promotions with different features to you or other users of our Site, App or Service. These promotions, unless made to you, shall have no bearing whatsoever on your relationship with us. From time to time, we may offer you incentives to refer new users to our Service. These incentives may come in the form of reward shares, and we may set or change the incentive types, amounts, terms, restrictions, and qualification requirements for any incentives at our sole discretion. We reserve the right to withhold or deduct reward shares or other benefits obtained through a promotion in the event that we determine or believe that the receipt of the reward or benefit was in error, fraudulent, illegal, or in violation of these Terms of Service or an applicable referral agreement or program agreement. CRYPTOCURRENCY INVESTMENT RISKS Cryptocurrencies are a new and unproven technology and, as such, there are significant risks with investing in cryptocurrency assets, including through the Service. YOU SHOULD ONLY INVEST FUNDS THAT YOU ARE PREPARED TO LOSE. Some risks associated with cryptocurrency investment are listed below; however, this list is merely representative and is not intended to be exhaustive. You should perform your own research regarding cryptocurrencies and determine, based on your own individual financial situation, whether and to what extent you are willing to accept the risks of cryptocurrency investing. In addition to the examples of risks stated below, there are many other risks, including risks that cannot be anticipated. THUS, IT IS POSSIBLE THAT YOUR CRYPTOCURRENCY INVESTMENTS COULD LOSE ALL OF THEIR VALUE. regulatory risk Cryptocurrencies have been the subject of scrutiny by various regulatory bodies and agencies around the world and currently face an uncertain regulatory landscape. In the near term, certain jurisdictions, including the United States, may adopt laws, regulations, or directives that affect the cryptocurrencies and their end-users. Such regulation could negatively impact the value of cryptocurrencies (including those offered through the Service) and could interfere with our ability to continue offering the Service. volatility risk The value of cryptocurrencies is highly volatile and is subject to rapid changes, including rapid losses, on cryptocurrency exchanges throughout the world. In addition, the current lack of regulation means that it may be possible for others to manipulate the market price of various cryptocurrencies, in either a positive or negative direction. technology risk Advances in cryptography, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies and to our Service, which could lead to loss or theft of cryptocurrency assets held by you, including through the Service. LIQUIDATION RISK Under certain market conditions, it may be impossible for you (or us, on your behalf) to liquidate your 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. Thus, you may sustain substantial losses, up to the entire value of your investments. hacking and theft risk Hackers or other groups or organizations may attempt to interfere with our Service or with cryptocurrency values in any number of ways, including without limitation denial of service attacks, spoofing, malware attacks, or consensus-based attacks. OTHER RISKS DISCUSSED BY GOVERNMENT AGENCIES Several U.S. federal agencies have published advisory documents surrounding the risks of cryptocurrencies. For more information see the CFPB’s Consumer Advisory, the CFTC’s Customer Advisory, the SEC’s Investor Alert, and FINRA’s Investor Alert. NO INSURANCE AGAINST LOSS Cryptocurrencies are not stocks and your cryptocurrency investments are not protected by either FDIC or SIPC insurance. Thus, you are not insured against any losses to your cryptocurrency investments with the Service. TAXES You bear full responsibility for timely and correct calculation and payment of all taxes due in accordance with the applicable laws in your jurisdiction(s). Satochi is not a tax agent, and it does not provide advice as to the calculation and/or the payment of taxes. NO PERSONALIZED ADVICE Satochi is not in the business of rendering personalized investment advice. We do not know all the relevant facts about you and your individual needs, and we cannot claim or represent that any particular investments or purchases are suitable for you. Accordingly, you agree that any recommendation or action taken by you, including enrolling for a Program, does not constitute a recommendation that a particular security, strategy, or action is suitable for you. YOU BEAR RESPONSIBILITY FOR YOUR FINANCIAL AND INVESTMENT DECISIONS By your use of our Service, you are agreeing that you bear responsibility for your own investment research and investment decisions. You also agree that Satochi, its directors, its employees, its agents, and its Providers will not be liable for any investment decision made or action taken by you and others based on news, information, opinion, or any other material published through our Service. NO INSIDE INFORMATION; NO GUARANTEED RESULTS Satochi obtains information from a wide variety of publicly-available sources. Satochi does not have, nor does it claim to have, sources of inside or private information. The recommendations developed by Satochi in connection with the Service are based upon the professional judgment of Satochi and its Providers, and Satochi cannot and does not guarantee the results of any recommendations or the accuracy of the information that it provides through the Service. FORWARD-LOOKING STATEMENTS The Service may provide certain “forward-looking statements,” which may be identified by the use of words such as “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” “potential,” “future”, “up-coming” and other similar terms. Examples of forward-looking statements include, but are not limited to, estimates or predictions of market conditions, future events that may impact the value of certain cryptocurrencies, and the success or lack of success of Satochi’s investment process or strategy. All such forward-looking statements are subject to various factors, including, but not limited to, general and local economic conditions, changing levels of competition within certain industries and markets, changes in consumer attitudes, changes in institutional acceptance, changes in legislation or regulation, and other economic, competitive, governmental, regulatory, and technological factors affecting the performance of our Service and cryptocurrency markets that could cause actual results to differ materially from projected results. POSITIONS AND RECOMMENDATIONS The Service may provide discussions of and/or access to the positions and recommendations of Satochi and/or its Providers as of a certain prior date. Due to various factors, including changing market conditions, such discussions or recommendations may no longer be reflective of current positions and/or recommendations. Moreover, you should not assume that any such discussion or recommendation serves as the receipt of, or a substitute for, personalized advice from an investment professional. External Sites The Service and/or the Content may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive computer programs. If you decide to access linked External Sites, you do so at your own risk. YOUR WARRANTIES You represent and warrant to Satochi that (a) all information, including, without limitation, Client Information, that you provide to us is accurate and truthful, (b) you have the authority to share Client Information with us and to grant us the right to use Client Information as provided in these Terms of Service and our Privacy Policy, and (c) your acceptance and use of the Service pursuant to these Terms of Service does not violate any applicable law or other contract or obligation to which you are a party or are otherwise bound. DISCLAIMER OF WARRANTIES AND LIABILITIES Satochi does not warrant the completeness or accuracy of the Content offered through our Service or its usefulness for any particular purpose. We make no promises that our Content or Service will be delivered to you on an uninterrupted, timely, secure, or error-free basis. EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, THE SITE, THE APP, AND PRODUCTS AND SERVICES CONTAINED AND OFFERED ON THE SITE AND THE APP ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER SATOCHI NOR ANY OF OUR PARTNERS MAKES ANY WARRANTY THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL THAT YOU PURCHASE OR OBTAIN FROM THE USE OF OUR SERVICES WILL MEET YOUR EXPECTATIONS OR THAT AND ANY ERRORS WILL BE IMMEDIATELY CORRECTED. NEITHER WE NOR ANY OF OUR PARTNERS MAKES ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO OUR SITE, OUR APP, ANY CONTENT, OR ANY OF OUR SERVICES, TOOLS, PRODUCTS, OR PROPERTIES. YOU EXPRESSLY AGREE THAT YOU WILL ASSUME THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF OUR SERVICES AND THE ACCURACY OR COMPLETENESS OF OUR CONTENT. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THAT OF OUR THIRD-PARTY CONTENT PROVIDERS WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THIS DISCLAIMER OF WARRANTIES DOES NOT APPLY IN NEW JERSEY. Indemnification You agree to defend, indemnify, and hold Satochi and our officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of these Terms of Service; (ii) your misuse of the Content or the Service; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, patent, property, publicity, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. BINDING ARBITRATION AND CLASS ACTION WAIVER If a dispute arises in connection with your use of our Service or in relation to any of these Terms of Service or any Program Agreement (a “Dispute”), we both agree to attempt to resolve the matter informally before initiating arbitration proceedings. Accordingly, in the event of a Dispute, we both agree that the complaining party will contact the other party via email with a description of the Dispute and any proposed resolution. You will email with your concern and Satochi will contact you via the email address we have on file for you (for example, provided by you during registration). The complaining party shall wait at least fifteen (15) calendar days from contacting the other party before initiating arbitration proceedings. If a Dispute cannot be resolved informally, Arbitration shall be conducted by and submitted to a single arbitrator (“Arbitrator”) selected from and administered by the JAMS (see, in accordance with its then-existing Comprehensive Arbitration Rules & Procedures. Alternatively, the Arbitrator may be selected by mutual agreement of the parties and JAMS. Each party shall bear its own attorneys’ fees, cost and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator and JAMS; however, the Arbitrator may award to the prevailing party reimbursement of its reasonable attorneys’ fees and costs (including, for example, expert witness fees and travel expenses), and/or the fees and costs of the Arbitrator. Judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. YOU EXPRESSLY AGREE TO REFRAIN FROM BRINGING OR JOINING ANY CLAIMS IN ANY REPRESENTATIVE OR CLASS-WIDE CAPACITY, INCLUDING BUT NOT LIMITED TO BRINGING OR JOINING ANY CLAIMS IN ANY CLASS ACTION OR CLASS-WIDE ARBITRATION. YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHT TO HAVE A JUDGE OR JURY DECIDE YOUR CASE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH ARBITRATION. EXCEPTIONS Notwithstanding the foregoing, unless agreed otherwise by Satochi at its sole-discretion and in writing, the following will not be subject to arbitration, and may be adjudicated only in the state and/or federal courts of the United States, provided such court(s) have competent jurisdiction: (i) any dispute, controversy, or claim related to or contesting the validity of Satochi’s proprietary rights, including without limitation, trademarks, service marks, copyrights, patents, or trade secrets; or (ii) an action by a party for temporary, preliminary, or permanent injunctive relief, whether prohibitive or mandatory, or other provisional relief. INTELLECTUAL PROPERTY All Content is owned, controlled or licensed by or to us or our Providers, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Any copying, distribution, storing, or transmission of the Content of any kind, or any commercial use of our Content, is prohibited without our prior express written permission. Satochi and our Providers display various trademarks and service marks on the Site and the App in connection with the Service (“Trademarks”). You agree not to display any of the Trademarks or use them in any manner without our prior express written permission. All of the writing provided on the Site and in the App are protected by copyright laws. None of the material may be reproduced without our prior express written permission. COPYRIGHT POLICY The Service may provide information from a variety of sources and Providers. Although we would never intentionally infringe a copyright, it is possible that, from time to time, copyrighted information may inadvertently be included in the Service. If you believe that your work has been copied in such a manner as to represent copyright infringement, please notify our copyright agent at so that the situation can be promptly addressed. You can also send your notification to the following address: Copyright Agent Satochi, LLC 1460 Broadway New York, NY 10036 In your notification, please provide the following information: An electronic or physical signature of the person authorized to act on behalf of the copyright owner; A description of the copyrighted work that you claim has been infringed; A description of where on our site the material is located; Your address, telephone number and email address; A statement by you that you have a good faith belief that the use is not authorized by the copyright owner, its agent or the law; A statement by you, made under penalty of perjury, that the information in your Notice is accurate and that you're the copyright owner or authorized to act on behalf of the copyright owner. Changes and Updates Satochi is always working on new ways to improve our Service. We reserve the right to modify, update, or change our Site, the App or any of our Services or Content, temporarily or permanently, without notice to you. We have no obligation to support or update the Site, the App or any part of the Service. You acknowledge and agree that we shall not be liable to you or any third-party in the event that we exercise our right to modify, change or discontinue the Site, the App or any Service or Program. GENERAL PROVISIONS Governing Law These Terms of Service shall be governed by and interpreted and enforced in accordance with the laws of the State of Delaware without reference to its conflict of laws provisions. SEVERABILITY & INTERPRETATION Wherever possible, each provision of these Terms of Service shall be interpreted in such manner as to be effective and valid under applicable law. If any part of these Terms of Service is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations contained herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms of Service shall continue in full force and effect. ADMISSIBILITY A printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings, including arbitration, based upon or relating to the Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. SURVIVAL The term of these Terms of Service will continue for as long as you have access to or use of the Site, the App, the Service, the Content, and/or any Program. Sections titled “Privacy”, “Indemnification,” “Intellectual Property”, “Disclaimer of Warranties and Liabilities,” “Binding Arbitration and Class Action Waiver,” and this “General Provisions” section shall survive any termination or expiration of these Terms of Service. AMENDMENTS TO TERMS OF SERVICE We may amend these Terms of Service at any time by posting the revised Terms of Service on the Site, App, and/or notifying you at your e-mail address or mailing address (for example, provided by you during registration). Your use of the Service following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. LIMITATIONS ON BRINGING A CAUSE OF ACTION YOU AND SATOCHI AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.