The Client and Uprise Global, Inc. (hereinafter referred to as “Company”) enter into the following terms and conditions for the discretionary investment agreement provided by the Company.
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Definitions of terms

The definitions of terms used in this agreement shall be as follows:

① “Discretionary investment service” means the management of assets within each Client’s account by means of acquisition, disposal, and other means by which the company has the full discretion to decide the trading of digital assets from the client.

② “Digital asset” means a type of asset that ensure security through cryptographic means and store transactions in a blockchain-distributed book to guarantee de-centralized trust without a third-party guarantee such as a bank.

③ “Exchange” means a digital asset exchange in which a company manages digital assets by having an account delegated by a Client.

④ “Discretionary account” means a digital asset management account established on the Exchange for the Client in connection with this agreement.

⑤ “Discretionary asset” means digital assets that have been entrusted by the Client for management, and digital assets formed through the management, etc. of the digital assets.

⑥ “Investment principal” means the amount of the digital assets withdrawn and deposited by the Client from the beginning to the end of the management.

⑦ “Fee” is the commission that the Company collects from the Client in the process of providing the automated trading service.

⑧ “Minimum investment amount” means the minimum discretionary asset required by the Company to initiate discretionary investment service to the Client.

The purpose of this agreement is to establish the requirements for the Company to provide the discretionary investment service on the Client’s discretionary assets and for the Client to pay the fees for the discretionary investment services of the Company.

The detailed terms and conditions of this agreement agreed by the Client and the Company shall be in accordance with [Annex].

In the management of the Client’s discretionary assets, the investment target shall be the digital assets listed on the Exchange and their derivative products as follows:

The Client shall entrust the Company with the following matters and the Company shall invest for the Client. However, the Client and the Company may agree to specify this separately.

① Establishment of investment strategies for discretionary assets, including the Robo-Advisor strategy

② Types, items, quantities, and prices of investment targets

③ Trade classification, method, and timing of investment targets

④ Other incidental matters or activities

The contents of the discretionary investment services provided by the Company to the Client shall be as follows:

① The Company may receive the fees for the discretionary investment service as specified in the detailed terms of the [Annex] agreement.

② The Client shall be obliged to pay the fee in Paragraph ① within a specified period of time, and the timing and method of payment shall be in accordance with the time of payment of the fee in the detailed terms of the [Annex] agreement.

③ The Client shall bear any additional costs, such as taxes, that are due to payment obligations to any third party other than the Company.

④ The Company may dispose of assets in a discretionary account for outstanding fees.

The Company shall, bona fide providing the discretionary investment service to the Client, faithfully perform its obligations.

① In providing discretionary investment services to Clients, the Company may identify the Client's investment objectives, investment experience, investment target assets, risk preference, and expected investment period in advance and reflect them in product recommendations.

② The Client may request consultation from the Company regarding their financial status, investment objectives, etc. and the person in charge of managing investment assets shall respond to the request for consultation.

① The Client is entitled to check the status of the investment such as the AUM(Assets Under Management) and the current rate of return upon accessing the service through log-in.

② Certified documents that are not detrimental to the maintenance of the algorithm’s performance competency can be issued upon the request of the Client.

① The Client shall not jointly use the Company’s investment service with any third party without prior consent from the Company and shall keep all data and information obtained during the use of the services confidential to the third party.

② The Company shall maintain the confidentiality of the investment assets, management status, personal information, and all other matters of the Client as known in connection with the agreement. This shall also take effect if this agreement is terminated or canceled. Provided, that this shall not apply to such cases as are offered to the minimum extent necessary for the purpose of use by a tax authority or a state agency’s proper submission order.

③ The Company may request the data related to the Client’s discretionary account to the Exchange or electronically check the data if necessary for business purposes.

④ The Client shall be liable for any breach of Paragraph ① and Company may terminate this agreement immediately without the Client’s prior consent.

① The Client shall promptly notify the Company of any changes in his/her e-mail address, telephone number, and other matters which may affect the Company’s provision of the discretionary investment service. If the Client is deceased, the inheritor should notify the company without delay.

② The Company’s notification to the Client under this agreement shall be delivered via e-mail which is specified electronically on its homepage.

③ The Company shall not be liable for any disadvantages caused by the Client’s failure to notify due to reasons attributable to the Client unless the Company has a responsible reason. However, even in this case, the Company shall fulfill its duty of care as a good manager.

The discretionary investment service does not guarantee forecast of market conditions, achievement of target returns, investment performance and preservation of the principal, etc., and the profit and loss resulting from the Client will be attributed to the Client.

The Company shall not commit any of the following acts:

① The ownership of the discretionary asset in the Client’s discretionary account remains with the Client, and the Company shall not be delegated by the Client in respect of any of the following:

② The Client shall not demand any action prohibited by applicable law against the Company.

The Company shall not be liable for any damage of the Client caused by any of the following reasons unless there is a reason for liability:

The Client must take the following precautions and use the service at his/her own expense and responsibility.
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① In the event of the acquisition of digital assets managed by the Company for reasons such as Hardfork, Airdrop, Swap, etc., the Company shall have the right to determine the processing of digital assets acquired for such reasons to the extent that they are in the interests of the Client.

② The entity providing the discretionary investment service may be transferred from the Company to another entity, either domestic or foreign, with the consent of the Client. The Company has an obligation to ensure in advance that the new provider of the discretionary investment service is sufficiently competent to provide the discretionary investment service. The Client’s account information may be provided to the new service provider for specifying and protecting the Client’s assets.

③ The Company may change the Exchange to provide the discretionary investment service if there is a concern that the Exchange may injure the Client’s interests, with suspended or incomplete support of discretionary investment service and abnormal operation of the discretionary investment service due to the circumstances of the Exchange. In this case, however, the Company shall notify the Client in advance of the change of the Exchange.

① The term of the discretionary investment service agreement shall be the period defined by the Client and the Company in [Annex].

② The Company can decide to suspend early management and to support withdrawal for rational reasons only if it does not violate the Client’s interests.

③ Unless the Client expresses the intention to terminate the agreement by 14 days prior to the expiration date of the term on the service, the agreement will be automatically renewed. Upon the renewal, it shall be deemed that a new agreement is signed on the same terms as the previous agreement on the day after the expiration date.

① The asset transfer feature makes it easy to move assets from a strategy to another strategy.

② By using the Asset Transfer, the client acknowledges and agrees to the following:

① The Client may terminate the agreement before the term upon paying the early termination fee described in the Annex.

② The Company shall give a period of 14 days or more to the Client to request corrective measures if any of the following causes occur, and may terminate the agreement if the Client fails to take appropriate action. However, this agreement may be terminated immediately if it is evident that the Client’s breach of this agreement is impossible to correct or that the goal of this agreement has been compromised to an irreparable extent due to the severe breach of the agreement:

① The Company shall deliver any changes to the agreement via e-mail, telephone, or text message to the Client at least seven days prior to the effective date of the revised agreement. However, if the agreement is changed due to a change in the system following the revision of the related laws or the business regulations of the Exchange, and if there are urgent and unavoidable circumstances, the changes are delivered before the effective date of the revised agreement in the same way as in the previous sentence.

② If any change to Paragraph ① is unfavorable to the Client, such notice shall be made no later than 1 month prior to the effective date of the revised agreement in a written form or in a manner previously agreed with the Client. Provided that this shall not apply where the content before the change is applied to the existing Client or where the Client explicitly indicates that he/she will not be notified of the changes.

③ The Company shall notify the intent upon notice under Paragraph ② that “the Client may terminate the agreement if he/she does not agree to the change of the agreement. If the termination of the agreement which is to be changed is not indicated by the business day before the effective date of the agreement, the Client is considered to consent to the agreement.”

④ If the Client does not express his or her intention to terminate the agreement within the business day before the effective date of the revised agreement from the date of receipt of notice under Paragraph ③, he or she agrees to the change.

The property form at the beginning of the agreement and the form of returned property at the time of the suspension, expiration, or termination (including withdrawal) of the agreement shall be the stablecoin (USDT, USDC, etc.) at that time.

The evaluation of discretionary assets shall be based on the date of the beginning of the management when commencing it, the date of expiration when the agreement is terminated, and the date when the conversion of the digital asset is completed as the form of the asset to be returned to the Client (hereinafter referred to as the “Evaluation Standard Date”) upon avoidance or suspension of investment unless otherwise agreed.

The investment profit rate shall be the percentage change of the net value of the discretionary assets as of the day of evaluation based on the investment principal. The calculation of discretionary assets shall be in accordance with the evaluation method of Article 21.

The Client and the Company shall comply with relevant laws and regulations.

Matters not provided for in these Terms and Conditions shall be in accordance with the relevant laws and regulations, etc. unless otherwise agreed between the parties; in case the relevant laws and regulations, etc. are silent, it shall follow the commercial practice.

① These Terms shall be governed by, and construed in accordance with, the laws of Singapore.

② Any lawsuit related to these Terms shall take place in Singapore.

③ Matters not specifically determined in this agreement shall be governed by the Discretionary Investment Agreement Solicitation Document confirmed by the Client.

The Client and the Company shall confirm each of the above provisions and shall sign the agreement online and keep it in electronic form as proof of this agreement.

Enacted on the 23rd Jan 2024.