Advisory Agreement

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Effective:
January 15th 2022

ComiBlock Capital Limited, Nigeria nor AltraBlock Inc. USA are registered directly with the Securities & Exchange Commission as an investment adviser

The ComiBlock Advisory Agreement (“Agreement” or "Advisory Agreement") sets out the terms and conditions under which ComiBlock (“we,” or “us,”) will provide ongoing advisory services with respect to the assets in your ComiBlock account ("Advisory Assets" or "Advisory Account") through the ComiBlock Wrap Fee Program (the “Program”), an actively managed investment platform delivered through Comiblock Mobile App.

You will sign this Agreement by checking and clicking the “I Agree” button. Your electronic signature will be the same as if you signed a paper agreement by hand.

ADVISORY ACCOUNT SERVICES

We will provide you with investment advice through an investment plan (“Investment strategies”), that is based on our asset allocation models. Our advice to you takes into consideration your financial goals, your ability to take on risks, your time horizon, earnings power in a range of economic scenarios, and other information that you have provided us with on sign-up. When you elect to execute the Investment strategies, you will be invested in diverse crypto-assets in each strategy, and cash equivalents (including, high yield accounts) to implement the recommendations and manage the assets on a discretionary basis. You understand that your Advisory Assets will be limited to those within the investment strategies you are allocated to based on your assessment profile.

The Client hereby appoints ComiBlock as its investment adviser and grants us a limited of-attorney with discretionary trading authority to manage and trade the assets in your ComiBlock Account (the “Services”). We accept that appointment under the terms and conditions set forth in this Agreement.

ComiBlock will not provide investment advice other than the Services described in this Agreement. You acknowledge that:

  1. ComiBlock will deliver the Services predominantly through the ComiBlock Mobile application on one or more mobile devices and/or comiblock.com (the “comiblock Website”) (collectively, including any updates and replacement or supplement to them, the “comiblock App”);
  2. You will not be entitled or able to hold securities or crypto assets in your ComiBlock Account other than the securities and crypto assets selected by ComiBlock;
  3. ComiBlock is solely responsible for the decision to invest the assets in your ComiBlock Account. You may contact ComiBlock by phone or email during its business hours regarding technical questions about the ComiBlock App. ComiBlock does not provide investment advice in person or over the phone or in any manner other than through the ComiBlock App.

Through the ComiBlock App, you will provide us with information about yourself (including your income, investment goals, time horizon, and net assets), and, upon evaluating your information, ComiBlock will implement a portfolio plan for you (your “Portfolio Plan”). You authorize us, without prior consultation, consent, or approval, to implement crypto-asset transactions for your Portfolio Plan. Our authority will include the ability to:

  1. Buy, sell and trade crypto assets;
  2. Employ hedging strategies;
  3. Rebalance your portfolio no less frequently than once a quarter;
  4. implement all of the above based on ComiBlock fundamental research and systematic (algorithmic) portfolio model.

ComiBlock reserves the right to change, in its sole discretion from time to time and without prior notice to Clients, the crypto assets, and investments made available through the Program that it deems appropriate to address the investment objectives, investment time horizons, and risk tolerances of its clients.

In addition, ComiBlock shall have the authority in connection with its provision of advisory services under this Agreement.

  1. to determine when, how often, and in what amounts to invest or reinvest dividends in your ComiBlock Account;
  2. to determine the timing of purchases in relation to deposits; and
  3. to determine the timing of sales and withdrawals in relation to requests for withdrawals or transfers.

You also authorize us to deliver to our partners (or any other crypto assets brokerage firm executing transactions on behalf of the ComiBlock Account or any other money services business related to executing crypto-asset transactions on behalf of the ComiBlock Account) a copy of this Agreement as evidence of the authority of ComiBlock to act for and on behalf of your ComiBlock Account.

You acknowledge that ComiBlock does not provide:
  1. comprehensive financial planning services and its Services are not a complete investment program;
  2. tax, accounting, or legal advice; nor prepare any legal or accounting documents for the implementation of the Client’s financial or investment plans; and
  3. custody of your ComiBlock Account assets.

You are encouraged to consider additional asset classes, strategies, and investments to supplement your investment objectives, and not to consult with your tax adviser regarding any tax consequences related to your Portfolio Plan.

ComiBlock will be responsible for the review and evaluation of your current financial information that you provide to us and will make its Portfolio Plan recommendation based on that information. It is your responsibility to update your information on the ComiBlock App and update the information through the ComiBlock App promptly if there are changes to your financial situation, goals, objectives, personal circumstances, time horizon or if other relevant information changes or becomes available. You are solely responsible for evaluating the merits and risks associated with any investments and the Portfolio Plan recommended by ComiBlock.

ComiBlock further reserves the right, in its sole discretion from time to time, upon providing prior notice to Clients, to engage any investment service provider from which ComiBlock may obtain any or all investments, change any such investment service provider, and to make additional investment service providers available through the Program.

In providing its services, ComiBlock or any of its affiliates may, subject to applicable laws and regulations, engage unaffiliated vendors or other contractors to aid it in fulfilling its duties under this Agreement or to provide ancillary enhancements or features of the services contemplated herein.

Additionally, in performing its obligations under this Agreement, ComiBlock may, at its own discretion, delegate any or all of its discretionary investment, advisory, and other rights, powers, and functions hereunder to any of its affiliates or to any third parties, without your written consent, provided that ComiBlock shall always remain liable to you for its obligations hereunder.

ACCOUNT REQUIREMENTS

ComiBlock requires you to maintain a minimum investment of $25 in your account every month. The Client retains sole ownership of the Account (i.e., the right to withdraw, crypto assets, and receive transaction confirmations). However, ComiBlock designs its strategies as long-term investments, (Minimum two and five years maximum) and the withdrawal of assets may impair the achievement of your investment objectives. Hence, in emergence withdrawal, you will not be subject to transaction fees, and/ but might have tax ramifications.

CLIENT INFORMATION

You confirm that all of the information you have provided through the ComiBlock App is true, accurate, and complete in all respects. Without limiting the generality of the preceding sentence, you represent and warrant that you are neither insolvent, nor have you been found by a court or regulatory body to be bankrupt or insolvent through a judicial or regulatory proceeding.

You agree to notify us promptly of any change in information that may be relevant to your financial circumstances. You understand that ComiBlock will contact you at least annually via the ComiBlock App; email or through any other means deemed appropriate, to request that you review your Portfolio Plan to determine whether it should be modified.

You agree to review your Portfolio Plan for accuracy and provide material updates promptly using the ComiBlock App. You acknowledge and agree that ComiBlock relies on the information you provide through the ComiBlock App to provide the advisory services under the Program.

You further acknowledge and agree that ComiBlock shares some or all of your information with the Custodian and crypto brokers and relevant partners that, subject to the terms and conditions of such platforms, the Custodian and partners rely on such information to perform certain compliance functions including verifying your identity for customer identification purposes and anti-money laundering purposes and confirming that firms like ComiBlock, comply and are permitted to provide you with services under applicable economic sanctions against various countries, individuals, and organizations.

FEES & EXPENSES

Program Fee. ComiBlock offers the Services through the ComiBlock Wrap Fee Program (the “Program”). Under the Program, you will pay a single asset-based fee for the combined investment advisory, brokerage, custodial, and other related services (“Wrap Program Fee”).

The Wrap Program Fee does not include the Other Fees described below. All assets held in your ComiBlock Account, including the cash you invest, the value of the crypto assets and appreciation thereon, and assets acquired through reinvestment, are subject to the Wrap Program Fee.

The Wrap Program Fee is 100 basis points (1.00%) per year for clients with greater than $5,000 in net transfers. For clients who do not meet this threshold, the Wrap Program Fee is 200 basis points (2.00%) per year. The Wrap Program Fee will be prorated and charged monthly in arrears.

The asset-based fee is based upon the market value of the average daily account balance of the securities and crypto assets portfolio over the preceding month.

Since the asset-based fee is determined by the average daily account balance, if assets are deposited into or withdrawn from a ComiBlock Account after the inception of a month, the base fee payable with respect to such assets is adjusted accordingly. For the initial period of an engagement, the fee is calculated on a pro-rata basis. In the event the Agreement is terminated, the fee for the final billing period is prorated through the effective date of the termination and the outstanding portion of the fee is charged to the Client.

ComiBlock reserves the right to waive all or any portion of the Wrap Program Fee for any period for any Client or groups of Clients, at its sole discretion.

ComiBlock has sole discretion in determining whether or not any client or potential client may receive lower fees, and ComiBlock shall not be liable to you or any other party in connection with any such decision. If ComiBlock lowers any fees for any Client, it has no obligation to continue to do so and may cancel such benefit at any time. Negotiated fees may differ based on factors, including but not limited to, the type and size of the account.

Other Fees. Additionally, you may incur certain other charges imposed by third-party financial institutions. These additional costs may include but are not limited to: reporting charges (typically where the financial institution is required to send paper statements), margin costs, transfer taxes, wire transfers, FX fees; Custodial fees, emergency withdrawals, and electronic fund fees.

Performance-based Fees. Our firm might charge performance-based fees (that is, fees based upon a share of capital gains on or capital appreciation of the assets of a client).

Fee Payment

By signing this Agreement, you authorize ComiBlock to deduct the Wrap Program Fee and any other applicable fees, directly from your ComiBlock Account, in accordance with applicable custody rules, or directly from your Funding Account. It is your responsibility to verify the accuracy of the calculation of the Wrap Program Fee. In the event your ComiBlock Account does not include a cash balance adequate to pay the Wrap Program Fee, you authorize ComiBlock to determine which assets in your ComiBlock Account will be sold, and to liquidate these assets, without notice to you, to pay the Wrap Program Fee and any other fees due under this Agreement and/or terminate your access to our Services.

Payment of fees generally will be made first from ComiBlock Account assets in cash; next from the liquidation of cash equivalents, and finally from the liquidation of securities and crypto assets in the ComiBlock Account. Each time you use our Services, you reaffirm your agreement that the Custodian (defined below) may deduct the Wrap Program Fee from your ComiBlock Account.

You agree and acknowledge that you are responsible for paying any and all fees, including, without limitation, the Wrap Program Fee, that you owe pursuant to this Agreement. You are responsible for maintaining complete and accurate billing and contact information with ComiBlock. You acknowledge that such fees may change from time to time and will be available on the ComiBlock App and in the Brochure and Relationship Summary (as defined below). In the event of a change in fees, ComiBlock will provide you with notice electronically on the ComiBlock App. You agree to check the ComiBlock App from time to time for updates to the fees applicable to you.

You acknowledge that ComiBlock designed the Program with significant long-term investment in mind and that the fee structure might not be economical or appropriate for individuals looking to make few or infrequent small-dollar investments. You acknowledge that the Wrap Program Fee may exceed the aggregate costs of purchasing separately the products and individual services that comprise the advisory services and the brokerage and crypto-asset services offered through the Program.

ACKNOWLEDGEMENTS, REPRESENTATIONS, AND COVENANTS

You understand; agree and confirm to ComiBlock that:

Authority. You have the full legal power, authority, and capacity to enter into this Account Management Agreement. You certify that you are of legal age to enter into contracts in the jurisdiction where you live. This Agreement constitutes a legal, valid, and binding obligation on you concerning your ComiBlock Account.

You acknowledge that you are solely responsible for carefully reviewing and understanding all terms and conditions of this Agreement. You acknowledge and agree that you are fully responsible for all acts and omissions relating to the use of the ComiBlock App; including the deposit and contributions to and withdrawals from your ComiBlock Account, by any person who uses your user account and password(s), as described in the Terms of Use. You may not share your password(s) with others, and you must notify ComiBlock immediately if you know or suspect that the confidentiality of your password(s) has been compromised. You are the only person who may use your user account and password to access the ComiBlock App and your ComiBlock Account. You represent and warrant that no term of this Agreement conflicts with or violates any duty you have under any law, regulation, or agreement.

The program is appropriate. You have evaluated the program and determined that it is appropriate for you, taking into account all relevant factors, including, your need for investment advice, your risk tolerance and investment experience, your particular financial needs, and circumstances, and the fees charged for the account versus other types of investment accounts. You understand that, depending on the circumstances, the brokerage and execution services offered through this Program may be available for less money (but without the ongoing advisory services) through a commission-based brokerage account. You acknowledge that your ComiBlock Account is not intended solely as a cash management vehicle.

Investment Risks. You are aware of and willing to assume the risks involved with investing your ComiBlock Account in the Portfolio Plan. You understand that ComiBlock and its affiliates do not guarantee the future performance of your assets in the ComiBlock Account or any specific level of performance, the success of any investment recommendation, or the success of our overall management of your ComiBlock Account.

Our investment recommendations are subject to various market, currency, economic, political and business risks. Investment decisions will not always result in profitable outcomes. Any investment performance of any kind can never be predicted or guaranteed, and ComiBlock does not guarantee that you will avoid financial loss. ComiBlock does not make any guarantee that the investment objectives, expectations or targets described on the ComiBlock App will be achieved, including without limitation any risk control, risk management, or return objectives, expectations, or targets. Neither ComiBlock nor any of its affiliates guarantee the success of any given investment decision or strategy that ComiBlock may recommend or undertake, or the success of the overall management of the ComiBlock Account through the Program. You may experience losses, including potentially a complete loss of your investment.

Limitation of Liability. You understand that except as otherwise provided by law, neither we nor any (a) of our officers, partners or directors (or persons performing similar functions); (b) of our employees and representatives; or (c) persons directly or indirectly controlling us or controlled by us (as defined) (together, our “Affiliates”); or (e) any of our agents, including any service providers, (together with our Affiliates, the “Indemnified Persons”) will be liable for (i) any obligations, costs, fees, losses, liabilities, claims, judgments, actions, damages and expenses, including but not limited to attorneys’ fees, expenses and court costs (“Losses”) paid, suffered, incurred or arising from any investment decision made or other action taken or omitted in good faith by us with the degree of care, skill, prudence; and diligence that a person acting in a fiduciary capacity would use under the circumstances; (ii) any Losses arising from adhering to your instructions; or (iii) any act or failure to act by Comiblock or any other third party; or (iv) any failures arising out of the use of the products or any of the investment tools or calculators on the Website.

Without limiting the generality of the foregoing, except where prohibited by applicable law, ComiBlock and its Indemnified Persons will not be liable for any indirect, special, incidental, non-compensatory, punitive, or consequential damages or other losses (regardless of whether such damages or other losses were reasonably foreseeable).

If ComiBlock or any of its Affiliates is served with levies, attachments, garnishments, summons, subpoenas, court orders, or other legal processes that name you as a debtor or otherwise, ComiBlock or such Affiliate shall be entitled to rely upon the representations, warranties, and statements made in such legal process.

You hereby agree that ComiBlock or any Affiliate may respond to any such legal process in its discretion without regard to jurisdiction, or forward such legal process to the Custodian or such other party as may be appropriate. You hereby agree to hold harmless and indemnify ComiBlock and its Affiliates for any losses, expenses, and costs, including attorneys’ fees, incurred as a result of responding to such legal process or forwarding such legal process to the appropriate entity.

If ComiBlock or any Affiliate receives written notice from a personal representative, executor, or administrator purporting to represent your estate, ComiBlock or such Affiliate shall be entitled to rely on all figures supplied and representations made in such written notice if ComiBlock or such Affiliate is provided with letters of appointment bearing a duly recognized court seal without regard to jurisdiction.

Non-Exclusivity. You acknowledge that ComiBlock renders investment advice to other clients. We and our Affiliates may take the same, similar, or different positions in specific investments for our other clients and our own accounts, as we do for you. We have no obligation to purchase or sell, or to recommend for purchase or sale crypto-assets which we or our Affiliates may purchase or sell for our other clients and our accounts. The Client agrees that ComiBlock may give advice and take action concerning any of its other clients, which may differ from the advice given or the timing or nature of action taken concerning the Client's ComiBlock Account.

TERM AND TERMINATION

This Agreement becomes effective as of the date it is accepted by ComiBlock as evidenced by following ComiBlock's procedures and/or practices regarding the account opening. The date your ComiBlock Account is opened may or may not be the same effective date of this Agreement.

You agree that ComiBlock and/or any of its Affiliates or contractors may suspend the provision of services to you or delay, limit, restrict, or refuse any transaction for you at any time for any length of time without prior notice to you if ComiBlock believes in good faith that such suspension or delay is necessary or appropriate:

  1. to ensure compliance with, or to avoid, violating any law or regulation applicable to ComiBlock or its Affiliates or a transaction relating to the Program;
  2. to comply with a request or guidance from a regulatory or law enforcement authority with jurisdiction over ComiBlock or its Affiliates or a transaction relating to the Program;
  3. To avoid a loss to ComiBlock or its Affiliates (including if your payment of fees is 60 days or more overdue, except concerning charges, then under reasonable and good faith dispute);
  4. to remediate or otherwise address problems with technology;
  5. due to interruptions in the access to or operation of any technology that ComiBlock or its Affiliates directly or indirectly use in connection with the Program;
  6. to prevent a breach or violation of any term, condition, or other provision of this Agreement; or
  7. to obtain from you any additional information that ComiBlock in its reasonable discretion deems necessary for advisory services to be provided to you pursuant to this Agreement.

Notwithstanding anything to the contrary in this Agreement, ComiBlock reserves the right, at any time and without notice, to delay or manage the trading of Client orders if ComiBlock determines it is appropriate and consistent with its obligations under this Agreement.

You may terminate this Agreement at any time and the termination will be effective upon receipt of notification of the termination via the ComiBlock App. You understand that ComiBlock may also elect to terminate your ComiBlock Account at any time, for any reason or no reason, in its sole discretion, upon notice to you, by email, by mail, or other means of notification via the ComiBlock App. To the extent that the advisory relationship is terminated, you understand that all features and privileges associated with the ComiBlock Account will be canceled and cease.

Termination of this Agreement will not affect;

  1. the validity of any action previously taken under this Agreement;
  2. liabilities or obligations from transactions initiated before termination of this Agreement; or
  3. your obligation to pay us fees that have already been earned under this Agreement. If you terminate this Agreement, you will promptly pay us any unpaid but earned fees, as appropriate.

Death or Disability. Your death, disability, or incompetence will not automatically terminate or change the terms of this Agreement. However, your executor, guardian, attorney-in-fact, or other authorized representative may terminate this Advisory Agreement by giving us proper written notice. We will not be responsible for any transfers, payments, or other transactions in the Advisory Account made at the direction of a former account holder or incapacitated account holder before we have received and had a reasonable amount of time to act on such official written notice. Following receipt of such official written notice, we may require additional documents and reserve the right to retain such Assets in and/or restrict transactions in the Account as we deem advisable in our sole discretion. Any former account holder and the estate of any deceased or incapacitated account holder will remain jointly and severally liable for any losses in the Account arising out of or relating to transactions initiated before we actually received and had a reasonable amount of time to act on such official written notice.

AMENDMENTS. ComiBlock may amend this Advisory Agreement at any time; provided, we give you 30 calendar days prior notice. You acknowledge that ComiBlock will generally not be required to obtain your consent for any amendments to the Advisory Agreement or changes to the Program.

LEGAL CAPACITY. If this Agreement is established by the undersigned Client or the Client’s authorized representative in a fiduciary capacity, the Client hereby certifies that he/she is legally empowered to enter into or perform this Agreement in such a capacity. The Client represents that he or she is over 18 years of age and no person shall use or attempt to use the Services unless he or she is over 18.

NOTICES. Our opening and maintaining of your ComiBlock account is conditioned on your agreement to receive all notices, documents, and other information related to your account and investments electronically. You agree that when we send these email notices to you that they constitute delivery to you of the information or documents referred to in the email you provided, even if you do not access the information or documents on our website. This consent will be effective immediately and will remain in effect unless revoked by you, as described in section 15 below.

You agree to keep a working email address and will update your account information immediately if your email address or other contact information changes. If you do not maintain an email address that is working and accessible to us, and we believe we are required to provide you with paper notice or documents of particular matters or actions, and we do so. we may charge you the cost of such delivery. You acknowledge that you may incur costs (such as online service provider charges or printing costs) associated with the electronic delivery of information to you. To view PDF files, you will need to download the Adobe Acrobat Reader, which is provided for free from Adobe.

Any notice given to you in connection with this Agreement will be deemed delivered if personally delivered or sent by

  1. post mail, certified or registered, or overnight courier, postage prepaid with return receipt request, and addressed, if to you, at the address indicated in your ComiBlock Account information
  2. posted to the ComiBlock App or ComiBlock Website.

TERMS OF USE. You acknowledge receipt of the Terms of Use at comiblock.com/legal/terms-of-use which apply to the ComiBlock App, and your use of the Services offered through the Program contemplated hereunder and agree to adhere to the Terms of Use throughout your participation in the Program.

MISCELLANEOUS. It is understood by the Client that ComiBlock Capital Limited, Nigeria nor AltraBlock Inc. USA are registered directly with the Securities & Exchange Commission as an investment adviser, and ComiBlock believes it has a duty to be licensed/registered and currently undergoing the process.

Headings in this Agreement are descriptive and for convenience only and shall not be construed as altering the scope of the rights and obligations created by this Agreement. Defined terms shall have their assigned meanings wherever used in this Agreement or any of the agreements governing your participation in the Program, regardless of whether defined in this Agreement or used in the singular or the plural. Unless expressly provided otherwise, the word “including” shall be construed as introducing examples of a category without limiting such category, and shall, therefore, be construed as if the word “including” were replaced with the phrase “including but not limited to” or “including without limitation.”

No course of dealing between you and ComiBlock, nor any delay by ComiBlock in exercising any rights or remedies hereunder, shall be deemed to be a waiver of any such rights or remedies. Any waiver of such rights or remedies shall not be construed as a waiver of any other right or remedy. Any right or remedy may be exercised as often as ComiBlock may determine in its sole discretion; and a waiver granted on one occasion shall not be construed as applying to any other occasion. If any provision of this Agreement is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement will be considered divisible as to such provision and such provision will be inoperative in such state or jurisdiction. The remaining provisions of this Agreement will be valid and binding and of full force and effect as though such provision was not included. Without limiting the foregoing, if any portion of the Arbitration Agreement set forth below is invalidated, such invalidation shall not invalidate the remaining portions of the Arbitration Agreement.

EFFECTIVE DATE. This Advisory Agreement will become effective upon your acceptance of its terms electronically by clicking the "I Accept" button on the sign-up process.

ELECTRONIC SIGNATURES. Your intentional action in electronically signing this Advisory Agreement is valid evidence of your consent to be legally bound by this Advisory Agreement. The use of an electronic version of any documents fully satisfies any requirement that they are provided to you in writing.

You are solely responsible for reviewing and understanding all of the terms and conditions of these documents. You accept as reasonable and proper notice, for any laws, rules, and regulations, notice by electronic means, including, the posting of modifications to this Advisory Agreement on the Comiblock Website.

The electronically stored copy of this Advisory Agreement is considered to be the true, complete, valid, authentic, and enforceable record of the Advisory Agreement, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. You agree to not contest the admissibility or enforceability of ComiBlock’s electronically stored copy of the Agreement in any proceeding arising out of the terms and conditions of the Advisory Agreement. If more than one individual has electronically signed this Advisory Agreement, your obligations under this Advisory Agreement will be joint and several.

By clicking the "I Accept" button, you acknowledge that you (on your own behalf and any joint accountholder's behalf):

  1. agree to arbitrate any controversies that may arise under this Advisory Agreement;
  2. have reviewed the Investment Strategies relating to your Advisory Account and agree to, and accept, the contents of the Investment Plan, and it is incorporated herein by reference;
  3. have read, understand, and agree with all of the terms and conditions set forth in this Advisory Agreement;
  4. have (i) received and read ComiBlock’s Wrap Fee Program Brochure and Brochure Supplement; and (ii) received a copy of
  5. ComiBlock’s Privacy Policy; and
  6. understand that clicking "I Accept" is the legal equivalent of manually signing this Agreement and you will be legally bound by its terms and conditions.

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