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PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY CLICKING THE “CREATE ACCOUNT” BUTTON OR BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, TERMS AND CONDITIONS OR ADDENDA INCORPORATED HEREIN BY REFERENCE.
TheseTerms and Conditions, terms and conditions or addenda incorporated herein by reference including on our website located at www.coinberry.com (collectively, the “Terms”) apply to your access and use of the proprietary crypto trading platform (the “Platform”) operated by Coinberry Limited and its affiliates (collectively, “Coinberry”, “we”, or “us”) and made available via the website and mobile application provided by Coinberry, and the trading and other services provided by Coinberry as described in these Terms(collectively, the “Services”).
1. Capitalized terms not otherwise defined in these Terms will have thefollowing meaning:
a. “Coinberry Account” means a user accountaccessible via the Services where transactionaldata and other information related to you may be stored by Coinberry on yourbehalf.
b. “Crypto Asset” means Bitcoin, Ethereum, Cardano, Dogecoin, Solana,Polygon, Polkadot, Litecoin and such other cryptocurrencies or other similar digital assets that may be available for purchase, sale or trade via the Platform from time to time.
c. “Crypto Account” means any Crypto Asset address or account owned, controlled or operated by you that is maintained outside of the Services, and is not owned, controlled or operated by Coinberry.
d. “Custodial Accounts” means the omnibus custodial accounts in the name of Coinberry established with the Custodian in which users’ Crypto Assets are held.
e. “Custodian” means BitGo Trust Company, Inc. or such other licensed custodial services provider that may be selected by Coinberry from time to time.
f. “External Account” means any Financial Account or Crypto Account: (i) from which you may load Funds on to the Platform, and (ii) to which you may transfer Funds from the Platform.
g. “Fiat” means Canadian Dollars, which may be used in connection with a purchase or sale of Crypto Assets via the Services and does not include any Crypto Asset.
h. “Financial Account” means any financial account of which you are the beneficial owner that is maintained by a third party outside of the Services, including, but not limited to third-party payment service accounts or accounts maintained by third party financial institutions.
i. “Funds” means Crypto Assets and/or Fiat.
2. To be eligible to use the Services, you must be: (i) at least 18 years old; (ii) reside in Canada; and (iii) have the legal capacity to open and administer a Crypto Account. To register for a Coinberry Account and use the Services through a separate legal entity, you represent and warrant that: (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; (ii) you are duly authorized by such legal entity to act on its behalf; and (iii) such entity or its owners (and any affiliate entity) has not been previously suspended or removed from using the Services or any other service or product offered by Coinberry or any of its affiliated entities. You understand and agree that use of the Services may have further eligibility requirements that require you to submit additional information about yourself or your business or complete further verification steps prior to your using such Services, or from time to time in order to continue your use of the Services and that failure to comply may preclude your continued use of or access to the Services.
3. You acknowledge that you have read and understand the risk disclosures outlined on our website, which forms part of your agreement to use the Services, which may be amended or updated from time to time. In the event the risk statement is updated, you will be promptly notified through in-app and website notices containing links to the updated risk statement.
4. Details about the Services, the features of your accounts, how they operate and our responsibilities to you are included on our website, which may be amended or updated from time to time. You acknowledge that you have read and understand such relationship disclosure. In the event this relationship disclosure is updated, you will be promptly notified through in-app and website notices containing links to the updated relationship disclosure.
5. Coinberry has prepared plain language statements describing each Crypto Asset made available for trading through the Services (the “Crypto Asset Statements”). The Crypto Asset Statements are published on our website and may be amended from time to time. You acknowledge that you have read and understand the Crypto Asset Statements. In the event that a Crypto Asset Statement is updated or a new Crypto Asset Statement is uploaded to our website, you will be promptly notified through in-app and website notices containing links to the updated Crypto Asset statement.
6. In order to use the Services, you must create a Coinberry Account and provide any requested information. When you create a Coinberry Account, you agree to: (a) create a strong password that you do not use for any other website or online service; (b) provide accurate and truthful information; (c) maintain and promptly update your Coinberry Account information; (d) maintain the security of your Coinberry Account by protecting your password and restricting access to your Coinberry Account; (e) promptly notify us if you discover or otherwise suspect any security breaches related to your Coinberry Account; and (f) take responsibility for all activities that occur under your Coinberry Account and accept all risks of any authorized or unauthorized access to your Coinberry Account, to the maximum extent permitted by law.
7. Coinberry is committed to maintaining your privacy; however, as a regulated business, we may be required to share your personal information with the Financial Transactions and Reports Analysis Centre of Canada and other regulatory agencies or law enforcement. We may also disclose your personal information to credit bureaus, anti-money laundering service providers or other identity verification partners as part of opening your Coinberry Account or for periodic checks to ensure that we have accurate information about you. We may also disclose your personal information to a an affiliated entity of Coinberry, to financial institutions or other financial intermediaries. Our commitment to privacy is further explained in our privacy policy, which is incorporated herein by reference. Our privacy policy is also published on our website and may be amended from time to time. You acknowledge that you have read and understand our privacy policy, which is incorporated by reference herein.
8. Coinberry has been registered as a restricted dealer in every jurisdiction of Canada subject to specified terms and conditions that are the subject of a specific order and as such may not be subject to all requirements otherwise applicable to an investment dealer and IIROC member.
9. Coinberry is not a member of the Canadian Investor Protection Fund. Crypto contracts and Crypto Assets purchased and held in an account with Coinberry are not protected by the Canadian Investor Protection Fund, the Canadian Deposit Insurance Corporation or any other investor protection insurance program.
10. In order to complete an order or trade via the Services, you must first load Funds to the Platform using one of the approved External Accounts identified via the Services. You may be required to verify that you control the External Account that you use to load Funds to the Platform. You may be charged fees by the External Account. Coinberry is not responsible for any External Account fees or for the management and security of any External Account. You are solely responsible for your use of any External Account, and you agree to comply with all terms and conditions applicable to any External Account. The timing associated with a funding transaction will depend in part upon the performance of third parties responsible for maintaining the applicable External Account, and Coinberry provides no guarantee regarding the amount of time it may take to load Funds to the Platform. Be advised that Funds credited to your Coinberry account are exclusively for the purchase of Crypto Assets or withdrawal to your approved External Account. Proceeds from the sale of Crypto Assets will be credited to your Coinberry Account, less any transactional or other fees.
11. When you request that we load Funds to the Platform from your External Account or request that we transfer Funds to your External Account from the Platform, you authorize Coinberry to execute such transaction via the Services and charge you any applicable fees (as identified in the fee schedule published on our website, as amended from time to time and is incorporated herein by reference (the "Fee Schedule").
12. In some cases, the External Account may reject your Funds or may otherwise be unavailable to receive your Funds. You agree that you will not hold Coinberry liable for any damages resulting from such rejected transactions.
13. You are solely responsible for all the Crypto Asset trading decisions you make. You authorize us to facilitate the process of your purchasing, storing, and selling of Crypto Assets. We are authorized to open or close your Coinberry Account, cancel or correct orders, direct transfers of Crypto Assets and take such other steps as are reasonable to carry out your directions, including the disclosure of your personal information and transaction data.
14. When you submit a new order via the Services, you authorize Coinberry to execute a transaction in accordance with such order on a spot basis and charge you any applicable fees (as identified in the Fee Schedule). The transactions executed by Coinberry are between you and Coinberry and provide you with a contractual right or claim to a Crypto Asset or fiat currency stored on your behalf by Coinberry.
15. In the event the Fee Schedule is updated, you will be promptly notified through in-app and website notices containing links to the updated Fee Schedule. All orders confirmed by you are deemed final and are non-reversible by you; provided, however, that we may, in our sole discretion, cancel, amend or correct a completed trade in accordance with the policies related thereto.
16. We will not be responsible for losses incurred by mistyped or erroneous orders. Notwithstanding the foregoing, in the event we determine, at our sole discretion, that as the result of a technical issue an executed Order did not reflect the fair value for the applicable Crypto Asset, provided we have the ability to do so, we may cancel, amend or correct such order.
17. You agree and understand that we reserve the right to cancel any order or part of an order if such order was placed or remains open during scheduled or unscheduled downtime, or violates the Terms.
18. We have the right to determine, at our sole discretion, whether or not to accept any order or instruction for your Coinberry Account. We are not responsible for any losses incurred as a result of our decision to cancel an order or any part of an order or refuse to execute an order placed by you.
19. You acknowledge and agree that no communication or information provided to you by Coinberry shall be considered or construed as investment advice.
20. Once your trade has been executed, a confirmation will be electronically made available via the Services detailing the particulars of the trade. You acknowledge and agree that the failure of the Services to provide such confirmation shall not prejudice or invalidate the terms of such trade.
21. Coinberry will attempt, on a commercially reasonable basis, to execute trades on or close to the prevailing rate, as defined via the Services. You acknowledge and agree that the rate information made available via our Services may differ from prevailing rates made available via other sources outside of the Services.
22. During periods of high volume, illiquidity or volatility in the market for any Crypto Assets or Fiat, the actual rate at which an order or trade is executed may be different from the prevailing rate indicated via the Services at the time of your order or trade. You understand that we are not liable for any such price fluctuations. In the event of a disruption or Force Majeure Event (as hereinafter defined), Coinberry may do one or more of the following: (i) suspend access to the Services; or (ii) prevent you from completing any actions via the Services, including closing any open positions. Following any such event, when trading resumes, you acknowledge that prevailing rates may differ significantly from the rates available prior to such event.
23. It is your responsibility to determine what, if any, taxes apply to the trades you complete via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that Coinberry is not responsible for determining whether taxes apply to your trades or for collecting, reporting, withholding or remitting any taxes arising from any trades.
24. Purchased Crypto Assets which are not withdrawn to your Crypto Account are held in Coinberry’s omnibus custodial account with the Custodian or in online (or “hot”) wallets . The Custodian uses an offline “cold storage” system to hold the majority of your purchased Crypto Assets; only a small portion is held in hot wallets. The Custodian records the Crypto Assets beneficially owned by clients of Coinberry as separate and apart from any other assets held by the Custodian.
25. Coinberry will record your purchased Crypto Assets in its books as separate and apart from anyone else’s Crypto Assets and from Coinberry’s own property. Our records will at all times provide for the separate identification of the Crypto Assets owned by our clients. Neither Coinberry nor the Custodian shall be entitled to loan, hypothecate, pledge, or otherwise encumber any of your Crypto Assets. Neither Coinberry nor the Custodian shall be entitled to use your Crypto Assets for its own account.
26. You agree to pay Coinberry the fees for deposits, withdrawals and trades completed via our Services ("Fees") as identified in the Fee Schedule, which we may change from time to time. Changes to the Fee Schedule are effective as of the effective date indicated in the posting of the revised Fee Schedule to the Services and will apply to any trades that take place following the effective date of such revised Fee Schedule.
27. In addition to the Fees, your External Account may impose fees in connection with your use of your designated External Account via the Services. Any fees imposed by your External Account provider will not be reflected on the transaction screens containing information regarding applicable Fees. You are solely responsible for paying any fees imposed by an External Account provider.
28. You authorize us, or any of our designated payment processors, to charge or deduct from your Funds any applicable Fees owed in connection with trades you complete via the Services.
29. You acknowledge that Coinberry has sole discretion as to whether it will facilitate the holding and trading of a new asset created through a Hard Fork of a Crypto Asset network (“Forked Assets”), subject to certain restrictions that may be put in place by service providers to Coinberry (such as the Custodian). A “Hard Fork” is a permanent divergence in the blockchain, commonly occurring when non-upgraded nodes cannot validate blocks created by upgraded nodes that follow newer consensus rules. If you wish to claim a Forked Asset, Coinberry recommends you withdraw such Crypto Asset from the Services before the Hard Fork is implemented. You further agree that Coinberry has no obligation to provide you with notices or alerts regarding upcoming Hard Forks.
30. When accessing or using the Services, you agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while using our Services. Without limiting the generality of the foregoing, you agree that you will not:
a. use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner;
b. use our Services to pay for, support or otherwise engage in any illegal gambling activities, fraud, money-laundering, terrorist activities or other illegal activities;
c. use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;
d. use or attempt to use another user's account without authorization or sub-delegate or otherwise allow another person to trade using your access to the Platform;
e. attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorized to access;
f. develop any third-party applications that interact with our Services without our prior written consent;
g. provide false, inaccurate, or misleading information;
h. encourage or induce any third party to engage in any of the activities prohibited under this Section;
i. use the Services to take advantage of or profit from any technical glitch, malfunction, failure, delay, default or security breach;
j. use any automated means to purchase or sell Crypto Assets or otherwise use the Services;
k. impersonate another person;
l. violate the Terms;
m. undertake any trading activity that could be considered to constitute a manipulative or deceptive practice;
n. violate any market misconduct prohibitions pursuant to applicable securities laws and criminal laws;
o. engage in an action or communication that creates a misleading impression of the market price for a Crypto Asset, which includes trading back and forth with another party, knowing that the reason you are trading back and forth is to drive the price of a Crypto Asset up or down;
p. place orders if you do not intend to trade;
q. commit fraud;
r. collude with others to help them commit fraud; or
s. act on information, or tip another person off, or recommend another person trade on information that is not yet generally disclosed to the general public.
31. You consent to our monitoring and supervising your trading activity to determine whether it is in breach of securities laws or our trading requirements identified in Section 30. You agree that Coinberry may share anonymized data relating to such trading activity with third-party service providers in order to make such determinations. You acknowledge that Coinberry will be responsible for monitoring and supervising your trading activity and that no securities regulatory authorities will be monitoring or supervising your trading activity (unless in connection with Section (d) below). If your activity appears, after investigation, to be in breach of securities laws or our trading requirements identified in Section 30, we may:
a. withdraw your right to make any further trades on the Platform;
b. require you to liquidate your Crypto Asset holdings on the Platform in an orderly fashion, including requiring that all your subsequent proposed sell trades receive our prior approval;
c. when all Crypto Assets have been sold, require that you provide us with wire transfer instructions (to a Canadian financial institution) so that we can return your funds and close your account; and
d. report what we know about your trading activity to relevant securities and law enforcement authorities.
32. We grant you a limited, non-exclusive, non-transferable licence, subject to the Terms, to access and use the Services and all related content, materials and information (collectively, the “Content”) solely for approved purposes as permitted by Coinberry from time to time, and solely for your own personal use and not on behalf of any third party. Any other use of the Services or Content is expressly prohibited and all other right, title and interest in the Services and Content is exclusively the property of Coinberry.
33. In using our Services, you may view content provided by third parties, including links to web pages of such parties, including but not limited to Facebook and Twitter links ("Third-Party Content"). We do not control, endorse or adopt any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.
34. The Services may provide links to third-party sites and content that are not owned or monitored by us (“Third-Party Services”). We make no representations about any Third-Party Services that may be accessed from the Services. We do not endorse, approve or guarantee the accuracy of any content on the Third-Party Services, and when visiting them, you will no longer be governed by these Terms. You should familiarize yourself with and are responsible for reading and understanding the terms and conditions, privacy policies and data security practices of the Third-Party Services accessed. Those are the policies and practices that will apply to your use of the Third-Party Services. If you choose to access any Third-Party Services, it is done at your own risk. We have no control over the contents of any Third-Party Services and accept no responsibility for such services or for any loss or damage that may arise from their use.
35. Coinberry Limited is a wholly-owned subsidiary of WonderFi Technologies Inc. (“WonderFi”). As such, Coinberry is related to and affiliated with a number of companies that offer a variety of products and services which are directly or indirectly owned by WonderFi. In connection with our privacy policy, you authorize us to share your information with Coinberry’s affiliates within the WonderFi group of companies.
36. You acknowledge that buying and selling Crypto Assets is risky. You should only purchase Crypto Assets if you can afford to lose the entire amount of your purchase. You acknowledge the risk that the value of the Crypto Assets you hold could decrease to nil. You further acknowledge that there is a risk of malicious cyberattacks against the Services, which may result in the loss or theft of your Funds. You acknowledge that there is a risk of malicious cyberattacks against the Custodian which may result in the loss or theft of your Funds. You acknowledge that you have read and understand the risk disclosures outlined on our website, which forms part of your agreement to use the Services.
37. Any up-to-date information, including quotes or charts that we provide you is provided ‘as is’ and ‘where is’ without representations or warranties of any kind, and may contain typographical errors, be incomplete or inaccurate. While we may correct any such errors, missing information or inaccuracies, we are under no obligation to do so.
38. We make no representation or warranty as to the ongoing availability of the Services. Although we strive to provide uninterrupted Services, we do not guarantee the absence of interruptions. Outages and downtime may occur for a variety of reasons.
39. THE SERVICES AND CRYPTO ASSETS PURCHASED VIA THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COINBERRY CANNOT AND DOES NOT GUARANTEE, AND DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING: (I) ANY WARRANTY OF MERCHANTABILITY; (II) FITNESS FOR A PARTICULAR PURPOSE; (III) NON-INFRINGEMENT; (IV) THAT THE SERVICES OR ANY CRYPTO ASSETS PURCHASED VIA THE SERVICES WILL MEET YOUR REQUIREMENTS; (V) THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; AND (VI) THAT ANY DEFECTS WITH THE SERVICES, IF ANY, WILL BE CORRECTED. YOU UNDERSTAND THAT ANY USE OF, MODIFICATION TO OR RELIANCE ON THE SERVICES, OR ANY CRYPTO ASSETS PURCHASED VIA THE SERVICES, IS AT YOUR OWN DISCRETION AND RISK.
40. We will only be liable to you for direct damages resulting from any gross negligence or willful misconduct on our part arising directly from our performance and our responsibilities under the Terms. Except in accordance with, and without limiting the generality of, the foregoing, you expressly acknowledge and agree that we will otherwise have no liability or responsibility whatsoever for any direct, indirect, special, punitive or consequential damages or loss however caused, arising out of your use of the Services, including, but not limited to: (i) losses resulting from fraudulent or unauthorized transactions; (ii) losses related to the installation, use or maintenance of personal computer, equipment, software, or caused by any worms, bugs, viruses, trojan horses, date bombs, defects, time bombs or other items of a destructive nature which may be transmitted to or using the Services; (iii) any third-party claims or losses of any nature, including lost profits, punitive or consequential damages; (iv) losses related to any errors, mistakes, inaccuracies or omissions in the Services; (v) losses relating in any way to, including errors in the reporting of, your taxes; (vi) losses relating in any way to a variation in an order; or (vii) losses as resulting from scheduled or unscheduled outages or disruptions that delay or prevent orders or the use of the Services generally.
41. We are not responsible or liable for any damages or loss resulting from causes outside our direct control, such as failure of electronic or mechanical equipment or communication lines, electronic viruses or malware, unauthorized access to our systems, theft, operator error, severe weather, natural disasters, strikes or other labour problems, wars, disease, epidemic, pandemic, governmental restrictions or for any loss of information caused by disruptions in or malfunctions of the Services.
42. You agree to indemnify and hold harmless Coinberry and its respective directors, officers, employees, agents, representatives, shareholders, successors and permitted assigns against any and all losses, damages, claims and liabilities (including reasonable legal fees) which may arise from your use of the Services (collectively the “Liabilities” and each a “Liability”). Without limiting the foregoing, this shall include: (a) any violation by you of the Terms; (b) any violation by you of a third party right; (c) any breach of a representation or warranty made by you to us, either in the Terms or otherwise; (d) any breach by you of applicable laws, regulations, by-laws, rules, policies and customs (collectively, “Applicable Rules and Regulations”); (e) any claim for damages brought against us by any financial institution, related to your non-compliance with the Terms; or (g) any and all expenses incurred by us in connection with exercising any right pursuant to this Section 42. If you fail to pay any Liability or if you fail to comply with any other requirement contained in the Terms, then, in addition to any other right or remedy to which Coinberry is entitled, we may at any time and from time to time, without notice or demand to you, apply some or all of your Funds to eliminate or reduce the Liability or other amount, as the case may be. You shall remain liable to Coinberry for any deficiency remaining following the exercise by us of any or all of our rights under Section 42 and agree that the rights which we are entitled to exercise are reasonable and necessary for Coinberry’s protection.
43. We may at any time, in our sole discretion and without notice or liability to you, alter, amend, restrict, modify or terminate the Services or any functionality or portion of the Services. You understand that there is no guarantee that the Services or any portion or functionality of them will continue to operate or be available for any particular period of time. We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Services at any time without notice but confirm that we have no duty to do so.
44. We have the right, in our sole discretion and without notice or liability to you, to modify, suspend or cancel any outstanding transaction and/or modify, suspend or deactivate your Coinberry Account for any reason, including if you breach any provision of the Terms or if we suspect your Coinberry Account has been accessed via unauthorized means. You may also deactivate your Coinberry Account by providing us notice.
45. Your account balance must be zero upon the closing of your Coinberry Account for any reason. If there are Funds credited to your Coinberry Account at the time of suspension, termination or deactivation, we may require you to provide us with a wallet address to which we will transfer your Crypto Assets. Certain fees for the transfer may be applied.
46. Governing Law. The Terms shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any legal suit, action or proceeding arising out of or relating to the Terms shall be instituted in the courts of Toronto, Ontario and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding.
47. Electronic Delivery of Information. Any alerts, notices, trade confirmations or communications relating to your Coinberry Account will be provided electronically, either via the Services or to the email address you provide to us.
48. Amendments. We may amend the Terms at any time on notice to you. If you do not agree to the amendment, you may close your Coinberry Account. By continuing to use your Coinberry Account, you are deemed to agree to the amendment.
49. Assignment. You will not assign your rights or obligations hereunder to any third party without our prior written consent; provided however, that no assignment may relieve you of any of your obligations hereunder. Any attempted assignment, transfer or other conveyance in violation of the foregoing will be void. We may assign any rights or obligation under the Terms to any affiliate or third party without your consent. The Terms are binding upon and will enure to the benefit of each of the parties, and each of their permitted successors and permitted assignees.
50. Headings. The headings in the Terms are for reference only and do not affect the interpretation of the Terms.
51. Severability. If any term or provision hereof is held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will only apply to such provision. The validity of the rest of the Terms will not be affected. The Terms will continue to be carried out as if such invalid or unenforceable provision were not in the Terms. If any Applicable Rules and Regulations are enacted, made, amended or otherwise changed with the result that any term or condition hereof is, in whole or in part, invalid, then such term or condition will be deemed to be varied or superseded to the extent necessary to give effect to such Applicable Rules and Regulations.
52. Survival. The Terms will survive and remain in effect notwithstanding any incidental, temporary or intermittent closing out, reopening or renumbering of your Coinberry Account.
53. Entire Agreement. The Terms will be read in conjunction with any other agreements between you and Coinberry in connection with your Coinberry Account, provided that, to the extent necessary, the terms and provisions hereof shall supersede the terms and provisions of all other agreements with Coinberry, whether or not referred to herein, except that the Terms in no way limit or restrict any other rights which Coinberry may have under any other agreement with you.
54. No Waiver. No waiver by either party of any of the provisions hereof is effective unless explicitly set forth in writing. No waiver by either party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different nature, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
This disclosure is presented to you at the time of opening your account, is incorporated by reference into the Terms and is available to you on the website and mobile application of Coinberry Limited (“Coinberry” or “we”). This disclosure provides details about our services, the features of your account, how they operate and our responsibilities to you. By opening an account with Coinberry’s crypto asset trading platform (the “Platform”), you are acknowledging having received, read and understood this disclosure.The Platform enables Canadians to buy, sell, hold, withdraw and deposit crypto assets.
The Platform is made available through Coinberry’s website and mobile application. Coinberry has been registered as a restricted dealer in every jurisdiction of Canada subject to specified terms and conditions that are the subject of a specific order and as such may not be subject to all requirements otherwise applicable to an investment dealer and IIROC member, including those that apply to marketplaces and to trading on marketplaces.
Coinberry is not a member of the Canadian Investor Protection Fund. Crypto contracts and crypto assets purchased and held in an account with Coinberry are not protected by the Canadian Investor Protection Fund, the Canadian Deposit Insurance Corporation or any other investor protection insurance program.
The following is additional information concerning your relationship with Coinberry:
The Nature of Your Account with Coinberry
When you open an account with Coinberry, you enter into a contract with Coinberry that provides you with the right to buy, sell, hold, withdraw and deposit crypto assets. When you buy or sell crypto assets using the Platform, you are placing buy and sell orders using the Platform’s order book and are therefore trading with other Platform users. Coinberry enables you to use your own cash or crypto assets to purchase a crypto asset and then custodies that crypto asset for you should you decide not to withdraw it to a personal wallet. Crypto assets are owned by you from the time of purchase until the time of sale.
Funding and Withdrawal
As Coinberry does not offer margin or leverage, your account will need to be pre-funded to complete any trades on the Platform. Coinberry allows you to fund your account in Canadian dollars by way of Interac e-Transfer or bank wire. Coinberry also allows you to fund your account with any of the crypto assets we make available for trading on the Platform that you hold in a personal wallet. Similarly, you are able to withdraw: (i) Canadian dollars from your account using Interac e-Transfer or bank wire; and (ii) crypto assets to a personal wallet. For more information on the steps you need to take to fund your account or withdraw Canadian dollars or crypto assets from the Platform, please visit Coinberry’s support page.
How Your Cash Is Handled
Users’ cash assets are held separate from Coinberry’s own funds in segregated accounts with People’s Trust, a Canadian trust company. When you wish to purchase crypto assets using cash, you will instruct Coinberry to transfer the cash held on your behalf with People’s Trust to fund your purchase. When you sell crypto assets from your account with Coinberry, the cash proceeds will be transferred by Coinberry to People’s Trust. There may be risk in permitting Coinberry to have access to your cash in this manner insofar as it could be accessed improperly and misused. However, access to your cash is permitted only to settle transactions initiated by you.
How Your Crypto Assets Are Handled
Coinberry allows and encourages users to withdraw crypto assets purchased on the Platform to their own private wallets. However, Coinberry recognizes that certain customers may desire the convenience of relying on Coinberry’s custodial solutions. If you do not withdraw your crypto assets to a personal wallet, Coinberry stores all of the crypto assets that you own with BitGo Trust Company (“BitGo”), a third-party custodian. BitGo is regulated as a trust company under the Division of Banking in South Dakota. The holding of your crypto assets with a third party custodian may increase certain risks when compared to you holding your assets on a private wallet. In particular, you may be exposed to insolvency risk (credit risk), fraud risk or proficiency risk on the part of Coinberry. You may also face risk in permitting Coinberry to have access to crypto assets owned by you that are held with BitGo, in the event that crypto assets could be accessed improperly and misused. Neither Coinberry nor BitGo will pledge, re-hypothecate or otherwise use your crypto assets in the business of Coinberry or its affiliates.
Risks and Descriptions of Crypto Assets
Coinberry believes that our users should understand the crypto assets that they are able to trade on our Platform, as well as the general and specific risks involved in trading them. For more information on those crypto assets and the specific and general risks involved in trading them, you should review the plain language statements for each crypto asset and the risk disclosure document we prepare for our users.In addition, Coinberry encourages you to carefully consider whether cryptoassets are suitable investments for you given your financial resources,investment experience and knowledge, investment objectives, time horizons andrisk tolerance. Trading in crypto assets may not be suitable when usingretirement savings, borrowed funds, emergency funds or funds set aside forother specific purposes.
Conflicts of Interest
Coinberry has implementedpolicies and procedures which allow it to identify, handle and preventconflicts of interest arising in connection with its operation of the Platform.For more information, please see our conflict of interest policies and procedures document.
Charges and Other Compensation
Except for trades conducted using the Platform’s Express Trade feature, which are subject to a standard fee of 0.5%, Coinberry charges “maker” and “taker” fees on the trades conducted on the Platform. The maker and taker model is a way to differentiate fees between trade orders that provide liquidity (“maker orders”) and take away liquidity (“taker orders”). Maker and taker trade orders are charged different fees. A trade order gets the maker fee of 0.1% if the trade order is not matched immediately against an order already on the order book, which adds liquidity. A trade order gets the taker fee of 0.2% if the trade order is matched immediately against an order already on the order book, which removes liquidity. Coinberry also charges fees on the deposit and withdrawal of cash as well as the withdrawal of crypto assets. No compensation will be paid to Coinberry by any other party in relation to the Platform. For more information on the fees charged by Coinberry in connection with its operation of the Platform, please see our fee schedule.
Reporting
From Coinberry, you will receive electronic trade confirmations setting out the details of your transactions. You will also be able to access and download statements setting out details of your transaction history at all times when the Platform is operational.
Complaints and Dispute Resolution
Coinberry will make available to you, at Coinberry’s expense, the services of the Ombudsman forBanking Services and Investments to resolve complaints made by you, if necessary. Please see Coinberry’s complaints and dispute resolution process for more information.
Suitability
We are required by law to assess whether a purchase or sale of a crypto asset is suitable for you prior to trading with another investor. While our onboarding process is designed to tell us whether you are (or are not) a suitable candidate for the Platform, it is important to understand that you will not get advice from a human being and you must conduct your own due diligence on crypto assets.
The amount of crypto assets you are able to trade on the Platform may be limited to the extent that: (i) you are not an accredited crypto investor or eligible crypto investor; and (ii) financial resources, investment experience and knowledge, investment objectives, time horizon and risk tolerance demonstrates it would not be suitable for you to invest more than a specified portion of your net financial assets in crypto assets.
With respect to the former limits, Coinberry ensures that the maximum amount of crypto assets, excluding Bitcoin, Ether, Bitcoin Cash and Litecoin, that an investor may purchase on a net basis on the Platform in the preceding 12 months:
• in the case of an investor that is not an eligible crypto investor, does not exceed a net acquisition cost of $30,000;
• in the case of an investor that is an eligible crypto investor, but is not an accredited crypto investor, does not exceed a net acquisition cost of $100,000; and
• in the case of an accredited crypto investor, is not limited.
With respect to the latter limits, Coinberry has designed a proprietary algorithm that analyzes the information you provide to us on account opening and during the course of our relationship with you to determine a concentration limit applicable to your account. This concentration limit is established to prevent overconcentration in crypto assets offered on the Platform and is based on your financial resources, investment experience and knowledge, investment objectives, time horizon and risk tolerance. If you propose to purchase a crypto asset on the Platform which would result in your total crypto holdings on the Platform to exceed the concentration limit applied to your account, you will be provided with a notification warning you that the trade has been deemed unsuitable for you.
Information Collected by Coinberry
You will be asked to fill out brief assessment on your knowledge and experience with crypto assets when you open your account and will also be asked to provide certain personal and financial information in order for us to conduct our suitability assessment (see “Suitability” above for more information). In addition, you must also satisfy the “know your client” requirements set by Coinberry from time to time, which are designed to comply with the requirements set by applicable securities regulations and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and its regulations.
Historical Price Data
You will have access to historical pricing information and performance graphs and data for crypto assets made available on the Platform.
This risk statement is presented to you at the time of opening your account, is incorporated by reference into terms and conditions of use (the “Terms”) for the crypto trading platform (the “Platform”) operated by Coinberry Limited (“Coinberry” or “we”) and is available to you on our website and mobile application. This risk statement provides a summary of certain risks you should take into account when deciding whether to trade crypto assets. In doing so, it provides a broad description of what is meant by the terms “crypto assets” and “crypto contracts”. Pursuant to the Terms, users are also required to acknowledge that they have read and understood the individual crypto asset statements published on Coinberry’s website, which describe each crypto asset that Coinberry makes available for trading on the Platform.
By opening an account on the Platform, you are acknowledging having received, read and understood this risk statement. Although this risk statement highlights a number of material risks associated with the purchase and sale of crypto assets, it does not purport to capture all of the risks associated with this asset class. The crypto assets that you purchase will be held for you in a pooled account that is in the name of Coinberry at a third-party custodian. As such, there is a risk you will not be able to successfully obtain direct possession of the crypto assets and a risk that the assets in this pooled account will not be sufficient to ensure that you receive the value of your interest in the crypto assets. Please refer to the Terms (including the other schedules attached thereto) for a more detailed description of your relationship with Coinberry and the Platform.
Trading in crypto assets may not be suitable for certain members of the public. You should carefully consider whether trading in crypto assets is appropriate for you in light of your knowledge, experience, financial objectives, financial resources and other relevant circumstances.
No securities regulatory authority in Canada or any other jurisdiction has expressed an opinion about any of the crypto assets (or crypto contracts) that are available through the Platform, including an opinion that the crypto assets are not themselves securities and/or derivatives.
Coinberry is offering crypto contracts in reliance on a prospectus exemption contained in the exemptive relief decision Re Coinberry Limited dated August 19, 2021 (the “Decision”). The statutory rights of action for damages and the right of rescission in section 130.1 of the Securities Act (Ontario)and similar legislation in the other provinces and territories of Canada would not apply in respect of a misrepresentation in this statement or any of the descriptions of the crypto assets made available on the Platform published on Coinberry’s website.
What are Crypto Assets?
In broad terms, crypto assets are decentralized digital currencies that enable instant transfers of value to anyone, anywhere in the world. Transactions occur via an open source, cryptographic protocol platform which uses peer-to-peer technology intended to operate with no central authority. The associated network is generally comprised of an online, peer-to-peer network that hosts the public transaction ledger, known as the blockchain; and each crypto asset with a source code that comprises the basis for the cryptographic and algorithmic protocols governing the blockchain. No single entity owns or operates the network, the infrastructure of which is collectively maintained by a decentralized user base. As the network is decentralized, it does not rely on either governmental authorities or financial institutions to create, transmit or determine the value of the crypto assets transmitted through the network. Rather, the value of a crypto asset is determined by the market supply of and demand for the crypto asset, the prices set in transfers by mutual agreement or barter as well as the number of merchants that accept the crypto asset. Crypto assets can be used to pay for goods and services or can be converted to fiat currencies, such as the Canadian dollar, at rates determined by various crypto asset trading platforms.
What are Crypto Contracts?
The Canadian Securities Administrators (“CSA”) has provided guidance that the contractual relationships entered into by Coinberry and its users in connection with their purchase and sale of crypto assets using the Platform constitute “crypto contracts.”
Pursuant to the Joint Canadian Securities Administrators and Investment Industry Regulatory Organization of Canada Notice 21-329 – Guidance for Crypto Asset Trading Platforms: Compliance with Regulatory Requirements (“CSA SN 21-329”), the term “crypto contract” is used by the CSA to refer to “a contractual right or claim to an underlying crypto asset” in situations where a crypto trading platform “only requires users to transfer ownership, control and possession from the Platform’s wallet to the user’s private wallet upon the user’s later request.”
Based on Coinberry’s understanding of CSA SN 21-329, the contractual relationships entered into by Coinberry and its users in connection with their purchase and sale of crypto assets using the Platform may constitute “crypto contracts.”
Coinberry allows and encourages users to withdraw crypto assets purchased on the Platform to their own private wallets. However, Coinberry recognizes that certain users may desire the convenience of relying on Coinberry’s third party custodial solutions. If at any time a user decides that it no longer wishes to rely on these solutions, the user may request that Coinberry transfer the user’s crypto assets to the user’s private wallet.
Risks Related to Trading on the Platform
The following is a summary of some of the risks connected with trading on the Platform.
Volatility
Investing in crypto assets is speculative, prices are volatile and market movements are difficult to predict. Supply and demand for crypto assets can change rapidly and is affected by a variety of factors, including regulation and general economic trends. The markets for crypto assets have experienced much larger fluctuations than other markets, and there can be no assurances that erratic swings in price will slow in the future. Several factors may affect the price and volatility of crypto assets, including, but not limited to: (i) global demand for crypto assets, depending on the acceptance of crypto assets by retail merchants and commercial businesses; (ii) the perception that the use, holding and trading of crypto assets is safe and secure, and the related lack of or inconsistency in regulatory restrictions, particularly across various jurisdictions; (iii) conversely, heightened regulatory measures restricting the use of crypto assets as a form of payment or the purchase of crypto assets; (iv) investor’s expectations with respect to the rate of inflation; (v) interest rates; (vi) currency exchange rates, including exchange rates between crypto assets and fiat currency; (vii) fiat currency withdrawal and deposit policies on crypto asset trading platforms and liquidity on such crypto asset trading platforms; (viii) interruption of services or failures of major crypto asset trading platforms; (ix) general governmental monetary policies, including trade restrictions and currency revaluations; and (x) global or regional political, economic or financial events and situations, including increased threat or terrorist activities. The value of the crypto assets held by users could decline rapidly in future periods, including to zero.
Custodial risks
Coinberry allows and encourages users to withdraw crypto assets purchased on the Platform to their own private wallets. However, Coinberry recognizes that certain customers may desire the convenience of relying on Coinberry’s third party custodial arrangements. If you do not withdraw your crypto assets to a personal wallet, Coinberry stores the crypto assets that you own with BitGo Trust Company (“BitGo”), a third-party custodian, or in online (or “hot”) wallets secured by software provided by Fireblocks Inc. BitGo is regulated as a trust company under the Division of Banking in South Dakota.
The holding of your crypto assets with a third-party custodian may increase certain risks when compared to you holding your assets on a private wallet. In particular, you may be exposed to insolvency risk (credit risk), fraud risk or proficiency risk on the part of Coinberry. You may also face risk in permitting Coinberry to have access to crypto assets owned by you that are held with BitGo, in the event that crypto assets could be accessed improperly and misused.
Access, loss or theft
There is a risk that some or all of your holdings of crypto assets could be lost, stolen, destroyed or rendered inaccessible, potentially by the loss or theft of the private keys held by the custodian associated with the public addresses that hold users’ crypto assets and/or the destruction of storage hardware. Because of the decentralized process for transferring crypto assets, thefts can be difficult to trace, which may make crypto assets a particularly attractive target for theft. The Platform has adopted security procedures intended to protect users’ assets, but there can be no assurance that those procedures will be successful in preventing such loss, theft or restriction on access. Access to users’ crypto assets could be restricted by natural events (such as an earthquake or flood) or human actions (such as a terrorist attack). Users’ crypto assets held in custody accounts will likely be an appealing target for hackers or malware distributors seeking to destroy, damage or steal crypto assets or private keys.
No storage system is impenetrable, and storage systems employed by the Platform and its custodian may not be free from defect or immune to force majeure events. Storage systems and operational infrastructure may be breached due to the actions of outside parties, error or insider malfeasance of an employee of Coinberry or its custodians, or otherwise, and, as a result, an unauthorized party may obtain access to Coinberry’s or its custodian’s storage systems or private keys, data or users’ crypto assets. Additionally, outside parties may attempt to fraudulently induce employees of Coinberry and its custodian to disclose sensitive information in order to gain access to the Platform’s infrastructure. Coinberry and its custodians or any technological consultant engaged by them may periodically examine and propose modifications to storage systems, protocols and internal controls to address the use of new devices and technologies to safeguard the Platform’s systems and users’ crypto assets. As the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, or may be designed to remain dormant until a predetermined event and often are not recognized until launched against a target, Coinberry may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of a storage system occurs, a loss of confidence in crypto asset networks may decrease the market price of such crypto assets.
If users’ crypto asset holdings are lost, stolen or destroyed under circumstances rendering a party liable to Coinberry, the responsible party may not have the financial resources sufficient to satisfy Coinberry’s claim. For example, as to a particular event of loss, the only source of recovery for Coinberry may be limited to the relevant custodian or, to the extent identifiable, other responsible third parties (for example, a thief or terrorist), any of which may not have the financial resources (including liability insurance coverage) to satisfy a valid claim of Coinberry.
Control of processing power
Some crypto asset networks, such as the Bitcoin network, are secured by a proof-of-work algorithm, whereby the collective strength of network participants’ processing power protects the network. If a malicious actor or botnet (i.e., a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the processing power dedicated to mining on such crypto asset networks (which occurrence is commonly known as a “51% attack”), it may be able to construct fraudulent blocks or prevent certain transactions from completing, either in a timely manner or at all. The malicious actor or botnet could control, exclude or modify the ordering of transactions. While a malicious actor would not be able to generate new interests or transactions using such control, it could “double-spend” its own interests (i.e., spend the same crypto asset interests in more than one transaction) and prevent the confirmation of other users’ transactions for so long as it maintained control. To the extent that such malicious actor or botnet did not yield its control of the processing power on the crypto asset network or the network community did not reject the fraudulent blocks as malicious, reversing any changes made to the blockchain may not be possible. Further, a malicious actor or botnet could create a flood of transactions in order to slow down confirmations of transactions on the crypto asset network.
Settlement of transactions on crypto asset networks
There is no central clearing house for cash-to-crypto asset transactions. Current practice is generally for the purchaser of a crypto asset to send fiat currency to a bank account designated by the seller, and for the seller to broadcast the transfer of the crypto asset to the purchaser’s public wallet address upon receipt of the cash. The purchaser and seller monitor the transfer with a transaction identification number that is available immediately upon transfer and is expected to be included in the next block confirmation. When the Platform facilitates purchases of crypto assets from a crypto asset source, there is a risk that the crypto asset source will not initiate the transfer on the crypto asset network upon receipt of cash from the user, or that the bank where the crypto asset source’s account is located will not credit the incoming cash from the user for the account of the crypto asset source. Coinberry will only allow its users to purchase crypto assets once the Platform can confirm that fiat currency has been successfully received in a Coinberry settlement account. Coinberry also maintains inventory of crypto assets in the event that the source does not initiate the transfer on the crypto asset network.
Momentum pricing
The market value of crypto assets may be affected by momentum pricing. Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, is impacted by anticipated future appreciation in value. Momentum pricing may result in speculation regarding future appreciation in the value of crypto assets, which inflates prices and may lead to increased volatility.
Private keys
Crypto asset private keys are stored in two different forms: “hot wallet” storage, whereby the private keys are connected to the internet; and “cold” storage, where crypto asset private keys are stored completely offline. The crypto assets that the custodian will hold for users will primarily be stored offline in cold storage, with a limited percentage of users’ holdings being stored in hot storage at any given time. Private keys must be safeguarded and kept private in order to prevent a third-party from accessing the crypto asset while held in such wallet. To the extent a private key is lost, destroyed or otherwise compromised and no backup of the private key is accessible, users will be unable to access, and will effectively lose, the crypto asset held in the related digital wallet.
Internet disruptions
A significant disruption in Internet connectivity could disrupt the operation of crypto asset networks until the disruption is resolved, and such disruption could have an adverse effect on the price of crypto assets and the ability of the Platform to operate. In the past, some crypto assets have experienced a number of denial-of-service attacks, which have led to temporary delays in block creation and crypto asset transfers. While in certain cases in response to an attack, an additional “hard fork” has been introduced to increase the cost of certain network functions, the relevant network has continued to be the subject of additional attacks.
Faulty code
In the past, flaws in the source code for crypto assets have been exposed and exploited, including those that exposed users’ personal information and/or resulted in the theft of users’ crypto assets. Several errors and defects have been publicly found and corrected, including those that disabled some functionality for users and exposed users’ personal information. Discovery of flaws in, or exploitations of, the source code that allow malicious actors to take or create money in contravention of known network rules have occurred. In addition, the cryptography underlying certain crypto assets could prove to be flawed or ineffective, or developments in mathematics and/or technology, including advances in digital computing, algebraic geometry and quantum computing, could result in such cryptography becoming ineffective. Even if a user is not personally victimized by such activities, any reduction in confidence in the source code or cryptography underlying crypto assets generally could negatively impact the demand for and price of crypto assets.
Network development and support
Many crypto asset networks operate based on open-source protocol maintained by groups of core developers. As such crypto asset network protocols are not sold and their use does not generate revenues for development teams, core developers may not be directly compensated for maintaining and updating network protocols. Consequently, developers may lack a financial incentive to maintain or develop networks, and the core developers may lack the resources to adequately address emerging issues with networks. There can be no guarantee that developer support will continue or be sufficient in the future.
Inadequate due diligence
Coinberry has established and applies policies and procedures to review crypto assets before making them available for trading on the Platform. Such review includes, but is not limited to, publicly-available information concerning: (i) the creation, governance, usage and design of the crypto asset, including the source code, security and roadmap for growth in the developer community and, if applicable and available, the background of the developer(s) that created the crypto asset; (ii) the supply, demand, maturity, utility and liquidity of the crypto asset; (iii) material technical risks associated with the crypto asset, including any code defects, security breaches and other threats concerning the crypto asset and its supporting blockchain (such as the susceptibility to hacking and impact of forking), or the practices and protocols that apply to them; and (iv) the legal and regulatory risks associated with the crypto asset, including any pending, potential, or prior civil, regulatory, criminal or enforcement action relating to the issuance, distribution or use of the crypto asset. To date, Coinberry has only made crypto assets which have significant supply, demand, maturity and liquidity available for trading on the Platform. In Coinberry’s experience, crypto assets with these qualities tend to also satisfy the other criteria it evaluates as part of its review. Nevertheless, Coinberry’s review process is fulsome and flexible in nature and does not prioritize any one factor over another.
Should new facts come to light which demonstrate that our initial review of a crypto asset did not account for an unacceptable risk to our users, we may determine that it is advisable to discontinue support for trading the crypto asset on the Platform. While Coinberry cannot predetermine with certainty what risks may constitute such unacceptable risks to our users, Coinberry anticipates that those risks would be so severe such that Coinberry will have determined that the relevant crypto asset is very likely to decrease in value over the long-term; provided, however, that under no circumstances shall Coinberry be liable if such a determination proves incorrect. Upon Coinberry making such a determination, Coinberry may further determine to remove other crypto assets that have similar characteristics to the relevant crypto asset. For more information on the steps Coinberry undertakes when discontinuing support for a crypto asset on the Platform, please see Coinberry’s Crypto Asset Delisting Policy. Coinberry’s undertaking of these steps may occur concurrently with a rapid decline in the value of the crypto asset(s) in question and may also be a contributing factor to such decline. Users are subject to the risk that there may be very little liquidity in the crypto asset(s) while Coinberry is undertaking these steps and, as a result, users may be unable to liquidate their positions in the crypto asset(s) or may only be able to liquidate their positions in the crypto asset(s) for very little value.
A particular crypto asset’s status as a “security” and/or “derivative” in Canada is subject to a degree of uncertainty
Coinberry is only permitted to make crypto assets available for trading on the Platform if they are not themselves securities and/or derivatives. Based on guidance provided by the CSA, certain crypto assets may fall within the definition of a “security” and/or a “derivative” under provincial securities laws. The legal test for determining whether any given crypto asset is a security and/or a derivative is a highly complex, fact-driven analysis that evolves over time, and which outcome is difficult to predict. The CSA (and each of the individual securities regulatory authorities and regulators in Canada) do not generally provide advance guidance or confirmation on the status of any particular crypto asset as a security and/or a derivative. Furthermore, the views of Canadian securities regulatory authorities and regulators in this area have evolved over time and it is difficult to predict the direction or timing of any continuing evolution. These views may also be influenced by the decision of foreign regulatory authorities and Canadian and foreign courts.
Coinberry will make a determination as to whether or not a crypto asset constitutes a security and/or a derivative under Canadian securities law before making it available for trading on the Platform. If Coinberry comes to the conclusion that a crypto asset constitutes a security and/or a derivative under Canadian securities law or is unable to come to the conclusion that a crypto asset does not constitute a security and/or a derivative under Canadian securities law, Coinberry will not make that crypto asset available for trading on the Platform unless it is able to do so in full compliance with securities laws and regulations in effect in the jurisdictions in which it operates at that time. A determination by a Canadian securities regulatory authority or regulator, a foreign regulatory authority or a court that a crypto asset that we currently support for trading on the Platform constitutes a security and/or a derivative may also result in us determining that it is advisable to remove crypto assets from the Platform that have similar characteristics to the crypto asset that was determined to be a security.
Should it be determined by relevant securities regulatory authorities and/or regulators that a crypto asset currently listed on the Platform constitutes a “security” and/or a “derivative” under provincial or territorial securities legislation, we may be forced to discontinue support for trading in such crypto asset or otherwise adapt our operations in order to satisfy regulatory requirements. For more information on the steps Coinberry undertakes when discontinuing support for a crypto asset on the Platform, please see Coinberry’s Crypto Asset Delisting Policy. Coinberry’s undertaking of these steps may occur concurrently with a rapid decline in the value of the crypto asset(s) in question and may also be a contributing factor to such decline. Users are subject to the risk that there may be very little liquidity in the crypto asset(s) while Coinberry is undertaking these steps and, as a result, users may be unable to liquidate their positions in the crypto asset(s) or may only be able to liquidate their positions in the crypto asset(s) for very little value.
Network forks
Crypto asset software is generally open source, meaning that any user can download the software, modify it and then propose that the users and miners of such crypto assets adopt the modification. When a modification is introduced and a substantial majority of users and miners consent to the modification, the change is implemented and the crypto asset network remains uninterrupted. However, if less than a substantial majority of users and miners consent to the proposed modification, and the modification is not compatible with the software prior to its modification, the result is a so-called “fork” of the network. In other words, two incompatible networks would then exist: (i) one network running the pre-modified software and (ii) another network running the modified software. The effect of such a fork would be the existence of two versions of a crypto asset running in parallel, yet lacking interchangeability.
If any of the crypto assets offered by the Platform were to fork into two crypto assets, the Platform would be expected to facilitate its users’ holding of an equivalent amount of such crypto asset and its new alternative following the hard fork. However, the Platform may not be able, or it may not be practical, to secure or realize the economic benefit of the new asset for various reasons. For instance, Coinberry or its custodian may determine that there is no safe or practical way to custody the new asset, or that trying to do so may pose an unacceptable risk to Coinberry or its users, or that the costs of facilitating the holding and trading of the new crypto asset exceed the benefits thereof. Additionally, laws, regulation or other factors may prevent Coinberry from benefitting from the new asset even if there is a safe and practical way to custody and secure the new asset. For example, it may be illegal for the Platform to facilitate the holding of and trading in the new asset, or there may not be a suitable market for the new asset (either immediately after the fork or ever). The timing of any such occurrence is uncertain, and Coinberry has sole discretion whether to facilitate the holding and trading of a new asset created through a fork of a crypto asset network, subject to certain restrictions that may be put in place by service providers to Coinberry. Forks in crypto asset networks could adversely affect users insofar as Coinberry is unable or unwilling to accommodate the trading and holding of new alternatives to crypto assets resulting from forks in crypto asset networks.
Air drops
Crypto assets may become subject to an occurrence similar to a fork, which is known as an “air drop.” In an air drop, the promoters of a new crypto asset announce to holders of another crypto asset that they will be entitled to claim a certain amount of the new crypto asset for free. For the same reasons as described above with respect to hard forks, Coinberry may or may not choose, or be able, to allow its users to participate in an air drop or may or may not be able to realize the economic benefits of holding the new crypto asset. The timing of any such occurrence is uncertain, and Coinberry has sole discretion whether to claim a new crypto asset created through an air drop.
Voting rights
Certain crypto assets confer a right on their holders to vote on topics that may directly or indirectly affect the functionality and economics of such crypto assets (e.g., changes to block reward amounts, inflation percentages, consensus modelling or governance models). Coinberry may or may not choose, or be able, to allow its users to exercise such voting rights in respect of a crypto asset held through the Platform. Coinberry has sole discretion whether to allow its users to exercise such voting rights. Coinberry does not currently allow its users to exercising voting rights in respect of crypto assets held through the Platform.
Technical issues in connection with the integration of supported crypto assets
In order to make a crypto asset available for trading on the Platform, a variety of front and back-end technical and development work is required to implement our custody, trading, and other solutions for our users, and to integrate such crypto asset with our existing technical infrastructure. For certain crypto assets, a significant amount of development work is required and there is no guarantee that we will be able to integrate successfully with any existing or future crypto asset. In addition, such integration may introduce software errors or weaknesses into the Platform, including our existing infrastructure. Even if such integration is initially successful, any number of technical changes, software upgrades, soft or hard forks, cybersecurity incidents or other changes to the underlying blockchain network may occur from time to time, causing incompatibility, technical issues, disruptions or security weaknesses to the Platform. If we are unable to identify, troubleshoot and resolve any such issues, we may no longer be able to support such crypto asset, users’ assets may be frozen or lost, the security of our hot or cold wallets may be compromised and the Platform and our technical infrastructure may be affected, all of which could adversely impact users.
Cybersecurity incidents and other systems and technology problems
Cybersecurity incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. The crypto assets industry is a particular target for cybersecurity incidents, which may occur through intentional or unintentional acts by individuals or groups having authorized or unauthorized access to Coinberry’s systems or Coinberry’s users’ or counterparties’ information, all of which may include confidential, personal information. These individuals or groups include employees, third-party service providers, users and hackers. The information and technology systems used by Coinberry and its service providers are vulnerable to unauthorized access, damage or interruption from, among other things: hacking, ransomware, malware and other computer viruses; denial of service attacks; network failures; computer and telecommunication failures; phishing attacks; infiltration by unauthorized persons; fraud; security breaches; usage errors by their respective professionals; power outages; terrorism; and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Recently, crypto asset trading platforms have become a significant target for fraud.
While Coinberry will deploy a range of defenses, it is possible the Platform could suffer an impact or disruption. The security of the information and technology systems used by Coinberry and its service providers may continue to be subjected to cybersecurity threats that could result in material failures or disruptions in Coinberry’s business. Coinberry has and will continue to have access to sensitive, confidential, personal information of users and counterparties and access to such users and counterparties’ assets, which makes the cybersecurity risks identified above more important than they may be to other non-financial services companies.
Coinberry’s reliance on vendors and third-party service providers
Coinberry’s operations could be interrupted or disrupted if Coinberry’s vendors and third-party service providers, or even the vendors and third-party service providers of such vendors and third-party service providers, experience operational or other systems difficulties, terminate their service, fail to comply with regulations, raise their prices or dispute key intellectual property rights sold or licensed to, or developed for, Coinberry. Coinberry may also suffer the consequences of such vendors and third-party providers’ mistakes. Coinberry outsources some of its operational activities and accordingly depends on relationships with many vendors and third-party service providers. For example, Coinberry relies on vendors and third parties for certain services, including know-your-client and anti-money-laundering background checks, and systems development and maintenance. The failure or capacity restraints of vendors and third-party services, a cybersecurity breach involving any third-party service providers or the termination or change in terms or price of a vendors and third-party software license or service agreement on which Coinberry relies could interrupt Coinberry’s operations. Replacing vendors and third-party service providers or addressing other issues with Coinberry’s vendors and third-party service providers could entail significant delay, expense and disruption of service. As a result, if these vendors and third-party service providers experience difficulties, are subject to cybersecurity breaches, terminate their services, dispute the terms of intellectual property agreements or raise their prices, and Coinberry is unable to replace them with other vendors and service providers, particularly on a timely basis, Coinberry’s operations could be interrupted. Finally, notwithstanding Coinberry’s efforts to implement and enforce strong policies and practices regarding third-party service providers, Coinberry may not successfully detect and prevent fraud, incompetence or theft by its third-party service providers.
Liquidity constraints
While the liquidity and traded volume of crypto assets have generally seen continuous growth, crypto assets are still maturing assets. The Platform may not always be able to facilitate the trading of crypto assets at prevailing market prices. It may become difficult for users to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in the Platform’s order book. The Platform may face competition for liquidity with other crypto asset trading platforms. Unexpected market illiquidity and other conditions beyond Coinberry’s control may cause major losses to users. While the Platform has implemented procedures to ensure sufficient liquidity for its users, there is no guarantee that such procedures will be effective.
Lack of investor protection insurance
Coinberry is not a member of the Canadian Investor Protection Fund. Crypto contracts and crypto assets purchased and held through the Platform are not protected by the Canadian Investor Protection Fund, the Canadian Deposit Insurance Corporation or any other investor protection insurance scheme.
Unforeseeable risks
Crypto assets have gained commercial acceptance only within recent years and, as a result, there is little data on their long-term investment potential. Additionally, due to the rapidly evolving nature of the crypto assets market, including advancements in the underlying technology, changes to crypto assets may expose users to additional risks which are impossible to predict.
Policy Purpose
The purpose of this policy is to let participants in Coinberry marketplace (“Clients”) and regulators alike know how Coinberry Limited (“Coinberry”) identifies and addresses potential conflicts of interest in order to best serve Clients
Introduction to Coinberry
Coinberry operates a proprietary platform (the “Platform”) that enables users to buy, sell, hold, withdraw and deposit crypto assets that are not themselves securities and/or derivatives (collectively, the “Crypto Assets”) through Coinberry. The Platform is made available through Coinberry’s website and mobile application. Coinberry has been registered as a restricted dealer in every jurisdiction of Canada subject to specified terms and conditions that are the subject of a specific order and as such may not be subject to all requirements otherwise applicable to an investment dealer and IIROC member, including those that apply to marketplaces and to trading on marketplaces. Coinberry’s principal regulator is the Ontario Securities Commission
Regulatory Background
Applicable securities laws require marketplaces to establish, maintain and ensure compliance with policies and procedures that identify and manage conflicts of interest arising from the operation of the marketplace or the services the marketplace provides. Such conflicts may include those, actual or perceived, which are related to: (i) the commercial interests of the marketplace; (ii) the interest of the marketplace’s owners or operators; (iii) referral arrangements; and (iv) the responsibilities and sound functioning of the marketplace.
Coinberry is registered as a restricted dealer in all provinces and territories in Canada. Applicable securities laws require restricted dealers to: (i) identify existing and reasonably foreseeable material conflicts of interest between a Client and Coinberry or any individual acting on Coinberry’s behalf; (ii) address all material conflicts of interest in the best interests of the Client; (iii) avoid material conflicts of interest that cannot be otherwise addressed in the best interests of the Client; and (iv) provide affected Clients with disclosure of material conflicts of interest at account opening or in a timely manner if they are identified later.
Ownership
Coinberry is wholly owned by WonderFi Technologies Inc. (“WNDR”), which owns 100% of the issued and outstanding securities of several operating companies, including Bitbuy Technologies Inc. (“Bitbuy”), the latter of which provides marketplace services to Clients.
Coinberry recognizes that potential or perceived conflicts of interest may have a negative effect on investor confidence. In accordance with applicable securities laws, this document serves to capture some of these potential conflicts of interest and how they are addressed.
Reliance on Bitbuy for the Platform
Bitbuy provides marketplace services to Coinberry for the operations of the Platform. Due to potential conflicts of interest arising in connection with Bitbuy’s provision of services for the Platform, Coinberry implements specific escalation procedures to ensure appropriate governance oversight: (i) where a user complains about the conduct of Bitbuy on the Platform, (ii) where Bitbuy is a contra-party to a trade completed on the Platform which is requested to be amended, cancelled or corrected (whether the request is made by Bitbuy or the other contra-party); and (iii) in connection with its monitoring and supervision of Bitbuy’s trading activities on the Platform. In keeping with the “Fair Access” requirements set out in applicable securities laws, Coinberry does not provide any preferences, benefits, information or special pricing to any Client, including any Coinberry affiliate or related party that may access the Platform (such as Bitbuy).
Trading Fees
All Clients pay Coinberry the same standard Coinberry Client fees to trade on the Platform and no Client receives any rebates or any other preferential price incentives.
Referral Arrangements
Coinberry does not currently support any referral arrangements between the marketplace and any service providers or vendors. Coinberry only gets paid directly by the Clients and the financial terms are equal for all of the Clients.
Disclosure to Clients and Regulators
Applicable securities laws require public disclosure of these policies on the marketplace’s website. This document is published on the “Policies” page of the Coinberry website under the heading “Regulatory Policies”.
Coinberry recognizes that new actual or perceived conflicts may arise as the result of business developments and/or regulatory changes. Consequently, these policies and procedures may be amended from time to time and each time a material amendment is made, the most current version of this document will be published to the Coinberry website.
Conflict Identification and Management
Coinberry treats seriously the management of all potential conflicts of interest. Consequently, Coinberry operates its marketplace with an eye to maintaining a robust level of integrity. To do so, Coinberry operates its marketplace in a fair, orderly and transparent manner, addressing the following subject matter:
* the identification and addressing of possible conflicts of interest;
* the disclosure of ownership interests, such as WNDR’s ownership of Coinberry;
* the ensuring of proper supervision from several viewpoints: commercial, regulatory, financial and compliance; and
* reviewing any personal dealings.
Identification of Conflicts
It is important to have a means to properly identify and address situations wherein even unintended conflicts may arise. In all cases, Coinberry employees, officers and directors and any employees, officers, directors or contractors of any Coinberry outsourced service provider working directly on behalf of Coinberry (collectively, “Coinberry Personnel”) are advised to refer to any and all applicable conflicts-related policies and procedures of Coinberry.
Specific to operating a marketplace, below are some principles which govern conflict situation identification. In addition to specific written procedures, Coinberry manages conflicts of interest by reference to the following overarching principles.
* Coinberry’s priority is to provide a stable, fair and orderly market with transparency of policies and process. This aim must not be overridden by any commercial interests of Coinberry or any of its affiliates, Clients or outsourced service providers.
* Coinberry must make similar prioritization of the good of the marketplace and all Clients, over commercial interests of any affiliate owner or any client of any such affiliate owner, when making regulatory, financial, supervisory or compliance decisions.
* Coinberry Personnel and Clients should similarly not attempt to inappropriately influence such decisions.
* Such decisions should also be in accordance with the letter and spirit of the marketplace rules identified in applicable securities laws, other applicable regulations and internal Coinberry and WNDR policies and procedures.
* Coinberry Personnel must maintain the confidentiality of all Client information.
In respect of Coinberry’s activities as a restricted dealer, a “conflict of interest” generally may arise where:
* the interests of different parties, such as the interests of a Client and those of Coinberry or any of its employees, are inconsistent or divergent;
* Coinberry may be influenced to put its interests ahead of a Client’s interests; or
* monetary or non-monetary benefits or disadvantages to Coinberry that may compromise the trust that a reasonable Client has in Coinberry.
Generally, a conflict of interest is considered material if the conflict may be reasonably expected to influence either a Client’s decisions or Coinberry’s or its representatives’ recommendations or decisions in the circumstances.
Coinberry is the sponsoring firm for certain registered individuals (the “Registered Individuals”). Registered Individuals must take reasonable steps to identify existing material conflicts of interest, and material conflicts of interest that are reasonably foreseeable, between the Registered Individual and the Clients. If a Registered Individual identifies a material conflict of interest, the Registered Individual must promptly report that conflict of interest to Coinberry. A Registered Individual must address all material conflicts of interest between the Client and the Registered Individual in the best interest of the Client. A Registered Individual must avoid any material conflict of interest between a Client and the Registered Individual if the conflict is not, or cannot be, otherwise addressed in the best interest of the Client. A Registered Individual must not engage in any trading or advising activity in connection with a material conflict of interest identified by the Registered Individual unless: (i) the conflict has been addressed in the best interest of the Client; and (ii) Coinberry has given the Registered Individual its consent to proceed with the activity.
Affiliate Support Services
Coinberry relies upon non-Client-facing support from certain operational personnel of its affiliates for the following functions: finance, development, legal, human resources, technology and infrastructure.
Confidentiality
All Coinberry Personnel are required to follow the confidentiality procedures set out in internal Coinberry policies and procedures. Compliance with these policies and procedures ensures that information is disclosed only on a “need-to-know” basis and that Client identity and trading information is released only as permitted by applicable regulations.
No employee of Coinberry or any of its affiliates, including Bitbuy personnel, has access to any confidential Client identity or trading information under any circumstances unless they are bound by a confidentiality agreement.
Compliance Oversight
In order to preserve proper controls and oversight, Coinberry has appropriate levels of oversight by means of an Ultimate Designated Person (“UDP”) and a Chief Compliance Officer (“CCO”), as prescribed by applicable securities laws.
UDP
The UDP has ultimate control and responsibility to ensure Coinberry operates in accordance with good governance principles, including confidentiality of information, managing conflicts of interest and upholding relevant rules and regulations inside Coinberry.
Compliance
The CCO is charged with ensuring that a proper governance structure and appropriate supervision are in place and oversees the business from a detached view with a regulatory eye. The CCO reports directly to the UDP on an ongoing basis and provides a compliance report to the UDP and the directors of Coinberry quarterly.
Governance
WNDR has quarterly board meetings to review the ongoing operational soundness of the marketplace. The attendees include the UDP and CCO of Coinberry.
Personal Dealings
Coinberry Personnel are made aware of and are trained to determine what constitutes a conflict of interest. Coinberry Personnel are required to report any personal dealings, trades made through personal accounts and outside business activities that could reasonably be considered to give rise to a potential conflict of interest.
If a potential conflict of interest is determined by Coinberry to be material or otherwise adverse to the interests of Clients, Coinberry will take reasonable steps to resolve the conflict either by denying approval for the activity or by properly mitigating the potential conflict.
Availability of Coinberry's Conflict Management Policies
This document is made available to all Coinberry Personnel and is also available on the “Policies” page of the Coinberry website under the heading “Regulatory Policies”.
This marketplace transparency information statement (this “Statement”) is intended to provide information reasonably necessary to enable a user of the Platform (“you” or “user”) to understand the marketplace operations of Coinberry. This Statement is presented to you at the time of opening your account and is available to you on the website and mobile applications of Coinberry. By opening an account on the Platform, you are acknowledging having received, read and understood this Statement.
ACCESS
Access will only be granted to individual users that are: (i) at least 18 years old; (ii) reside in Canada; and (iii) have the legal capacity to open and administer an account.
Access will only be granted to legal entities where: (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; (ii) the individual opening the account on the entity’s behalf is duly authorized by such legal entity to act on its behalf; and (iii) such entity or its owners (and any affiliate entity) has not had their access to the Platform previously suspended or terminated.
To receive access, a user must also: (i) agree to be bound by the terms and conditions of use of the Platform (the “Terms”); (ii) complete the Platform’s onboarding process which verifies a participant’s identity and requires participants to submit sufficient information to allow Coinberry to complete its know-your-client, and suitability obligations under applicable securities and anti-money laundering laws; and (iii) have a Canadian bank account in order to withdraw and deposit funds through the Platform.
Among other purposes, Coinberry’s onboarding process is designed to tell us whether you are (or are not) a suitable candidate for the Platform. Although we accept applications from all types of investors, Coinberry may deny you access to the Platform based on your financial resources, investing experience and knowledge, investment objectives, time horizons and risk tolerance. Coinberry will not unreasonably prohibit or limit your access to our products or services. If you are not approved for an account on the Platform, we will tell you about our decision and the reason for it.
Pursuant to the Terms, Coinberry may suspend or terminate your access to the Platform should you use the Platform in any manner prohibited by Section 31 of the Terms. For more information on these prohibited uses, please see “Rules Governing Trading” below.
In keeping with the “Fair Access” requirements set out in applicable securities laws, Coinberry does not provide any preferences, benefits, information or special pricing to any user, including any Coinberry affiliate or related party that may access the Platform.
RISKS RELATED TO TRADING ON THE PLATFORM
For more information on the risks related to operation and trading on the Platform, please review the risk statement published on our website.
HOURS OF TRADING
The Platform allows for trading 24 hours a day, 7 days a week.
FEES
Except for trades conducted using the Platform’s Express Trade feature, which are subject to a standard fee of 0.5%, Coinberry charges “maker” and “taker” fees on the trades conducted on the Platform. The maker and taker model is a way to differentiate fees between trade orders that provide liquidity (“maker orders”) and take away liquidity (“taker orders”). Maker and taker trade orders are charged different fees. Coinberry also charges fees on the deposit and withdrawal of cash as well as the withdrawal of crypto assets. No compensation will be paid to Coinberry by any other party in relation to the Platform. For more information on the fees charged by Coinberry in connection with its operation of the Platform, please see our fee schedule.
As shown in the fee schedule, users who have trailing 3 months (“TTM”) trading volumes in excess of $250,000 (“Tier 2 Users”), $1 million (“Tier 3 Users”) and $5 million (“Tier 4 Users”) are charged progressively lower fees than users who have TTM trading volumes equal to or less than $250,000 (“Tier 1 Users”).
HANDLING OF ORDERS
Types and Entering of Orders
Orders may be entered using one of the Platform’s Express Trade or Pro Trade features or through its application programming interface. Users may only place market and limit orders on the Platform. The Platform does not facilitate indications of interest.
Express Trade
The Platform’s Express Trade feature facilitates the placing of market orders only. The Express Trade order entry screen asks the participant to enter a value for the trade (either in Canadian dollars or the relevant crypto asset) they are seeking to execute in order to receive a quote. Once the participant enters the value desired to be traded, the participant is provided with a quote that is based on a market order trade being placed in the order book at that time. The participant is prompted to accept the quote. In the event that the market changes prior to the participant placing the order, the quote will be cancelled and replaced with an updated price prior to the participant confirming their placing of the order. In other words, because the quote price is based on the order book based at the time of the quote request, if the order is not executed right away, the market may change prior to the participant accepting the quote.
Pro Trade
The Platform’s Pro Trade feature facilitates the placing of market and limit orders. Pro Trade order entry screens provide a list of all posted bids and offers from all participants including both price and volume, which in turn provides the participant with order book depth. All participants entering orders using the Pro Trade feature will have had the benefit of observing the order book both prior to and following the placing of an order.
Interaction, Matching and Execution of Orders
Orders are entered electronically by users and match according to the established, non-discretionary methods embedded in the Platform’s matching engine. All eligible orders match within the Platform according to a strict price/time priority. Coinberry offers full depth of book visibility insofar as its order-entry systems make available pre-trade order data and order and trade information in real-time and electronically to users.
CANCELLATIONS, AMENDMENTS AND CORRECTIONS OF TRADES
Circumstances for Cancellation, Amendment or Correction
Coinberry may cancel, amend or correct executed trades where: (i) instructed to do so by a regulator; (ii) the cancellation, amendment or correction is requested by a party to the trade, and consent is provided by both parties to the trade; and (iii) the cancellation, amendment or correction is necessary to correct an error caused by a system or technological malfunction of the marketplace systems or equipment, or caused by an individual acting on behalf of Coinberry, or otherwise for the purpose of mitigating errors made by Coinberry in order execution.
A cancellation or correction may be appropriate where an order was filled at a price that was excessively different than the prevailing market price at the time of the error and where it was clear that the contra-party was able to capture a significant financial advantage as a result of the error. Where a correction is required due to a Coinberry technical issue, the trade will be corrected, the contra-party will be notified of the issue and all attempts will be made to resolve the matter in a fair manner. If a user experiences a technical issue that is not a Coinberry issue, the user may notify Coinberry of the error and efforts will be made by Coinberry to resolve the error through discussion with the contra-party.
Process for Users to Request Cancellation, Amendment or Correction
A user wanting to cancel, amend or correct an executed trade can seek the consent of the contra-party to the trade, can request Coinberry to seek consent from the contra-party or can call the applicable securities regulatory authority, who can then instruct Coinberry to cancel, amend or correct the trade.
Requests for trade cancellations or amendments must be notified to Coinberry’s Customer Service Desk promptly on discovery. In general, Coinberry will not consider requests more than 12 hours after execution of the trade.
Coinberry assumes no responsibility or liability for trades that are cancelled, amended or corrected.
Determining the Price of a Corrected Trade
The price to which a trade should be corrected will be determined by comparing the expected executable price at the time the trade was placed relative to the price at which the trade was executed. If required, Coinberry may reference executable pricing at the time the trade was placed from competing marketplaces.
COMPLAINTS AND DISPUTE RESOLUTION
Contact Information
If you have a complaint about Coinberry’s services, please send a written complaint either: (i) by mail to: Coinberry Technologies Inc., 342-110 Cumberland Street, Toronto, Ontario; or (ii) by email to: [complaints]@coinberry.com.
Content of Complaint
In your written complaint, please tell Coinberry: (i) the issue you experienced; (ii) when it occurred; and (iii) how you expect Coinberry to respond (e.g., by returning your money, offering an apology, correcting information). Please try to be as specific as possible in describing your complaint so that we can assist you better.
How Coinberry Responds to Complaints
Coinberry will typically acknowledge your complaint in writing within 5 business days of receiving it and, in all cases, will attempt to acknowledge your complaint as soon as reasonably practicable. In order to assist you, you may be requested to provide further information.
Coinberry can resolve your complaint most efficiently if you communicate your complaint as soon as possible, reply promptly for further information requests and keep and provide copies of all relevant documents or other information that are stored outside the Platform.
After acknowledging your complaint, Coinberry will typically provide a written decision to you within 90 days of receiving your complaint. The written decision will provide: (i) a summary of the complaint; (ii) the results of Coinberry’s investigation; (iii) a decision to make an offer to resolve the complaint or deny it, and (iv) an explanation of the decision.
If Coinberry cannot provide you with its decision within 90 days, Coinberry will contact you to explain that the decision will be delayed and the reasons why Coinberry was unable to provide the decision within 90 days. Coinberry will also inform you of the new date for the decision. You may be eligible for the independent dispute resolution service offered by the Ombudsman for Banking Services and Investments (the “OBSI”). If you are a Quebec resident, you can also require Coinberry to file a copy of your complaint with l’Autorité des marches financiers (the “AMF”). You may also want to consider engaging the free mediation service the AMF offers.
Responding to Coinberry’s Decision
If you are dissatisfied with our decision or if Coinberry has not made a decision within 90 days, you may be eligible for the dispute resolution service we subscribe to with the OBSI if: (i) your complaint relates to a trading or advising activity of Coinberry or by one of its representatives; (ii) you brought your complaint within 6 years from the time that you first knew, or ought to have known, about the event that caused the complaint, and (iii) you file your complaint with OBSI within the following timelines: (A) if Coinberry does not provide you with its decision within 90 days, you can take your complaint to OBSI any time after the 90-day period; or (B) within 180 days after Coinberry provides you with its decision if you are not satisfied with it. The OBSI can recommend compensation of up to $350,000. The service is available to you at Coinberry’s expense. You are not restricted in any way from taking your complaint to a dispute resolution service of your choosing at your own expense. You may also be able to start an action in a civil court.
Legal Advice
You always have the right to go to a lawyer or seek other ways to resolve your complaint. A lawyer will advise you of your options. There are time limits for taking legal action, so any delay could limit your options and your legal rights.
Contact Information for the OBSI
https://www.obsi.ca/en/consumer-complaint-process.aspx
Toll-Free Telephone: 1 (888) 451-4519
Contact Information for the AMF
https://lautorite.qc.ca/grand-public/
Québec: (418) 525-0337
Montréal: (514) 395-0337
Other regions: 1 (877) 525-0337
CRYPTO ASSETS AVAILABLE FOR TRADING ON THE PLATFORM
For more information on the crypto assets made available for trading on the Platform, please review the crypto asset statements Coinberry publishes on its website. These statements are intended to identify information relevant to understanding the nature, risks and use of the crypto assets made available for trading on the Platform.
CONFLICTS OF INTEREST
For more information on conflicts of interest arising from Coinberry’s operation of the Platform and the policies and procedures it has implemented to manage them, please review the conflicts of interest policy Coinberry publishes on its website.
PROCESS FOR PAYMENT
As Coinberry does not offer margin or leverage, your account will need to be pre-funded to complete any trades on the Platform. Coinberry allows you to fund your account in Canadian dollars by way of Interac e-Transfer or bank wire. Coinberry also allows you to fund your account with any of the crypto assets we make available for trading on the Platform that you hold in a personal wallet. Similarly, you are able to withdraw: (i) Canadian dollars from your account using Interac e-Transfer or bank wire; and (ii) crypto assets to a personal wallet. For more information on the steps you need to take to fund your account or withdraw Canadian dollars or crypto assets from the Platform, please visit Coinberry’s support page.
SETTLEMENT OF TRANSACTIONS
The matching of buyers and sellers takes place via the order book and the Platform’s matching engine. An internal ledger records all transactions that take place between participants for reconciliation purposes. All users transacting in the marketplace must have the necessary funds (either Canadian dollars or crypto assets) to complete the order available in their account prior to being able to enter an order. When an order from a user is matched through the matching engine with another user’s order, an update to the internal ledger takes place. Because all assets are already verified as being available from both the buyer and the seller prior to order entry, all transactions are updated to the internal ledger when matching takes place.
CLIENT ASSETS
How Your Cash Is Handled
Users’ cash assets are held separate from Coinberry’s own funds in segregated accounts with People’s Trust, a Canadian trust company. When you wish to purchase crypto assets using cash, you will instruct Coinberry to transfer the cash held on your behalf with People’s Trust to fund your purchase. When you sell crypto assets from your account with Coinberry, the cash proceeds will be transferred by Coinberry to People’s Trust. There may be risk in permitting Coinberry to have access to your cash in this manner insofar as it could be accessed improperly and misused. However, access to your cash is permitted only to settle transactions initiated by you.
How Your Crypto Assets Are Handled
Coinberry allows and encourages users to withdraw crypto assets purchased on the Platform to their own private wallets. However, Coinberry recognizes that certain customers may desire the convenience of relying on Coinberry’s custodial solutions. If you do not withdraw your crypto assets to a personal wallet, Coinberry stores all of the crypto assets that you own with BitGo Trust Company (“BitGo”), a third-party custodian. BitGo is regulated as a trust company under the Division of Banking in South Dakota. The holding of your crypto assets with a third party custodian may increase certain risks when compared to you holding your assets on a private wallet. In particular, you may be exposed to insolvency risk (credit risk), fraud risk or proficiency risk on the part of Coinberry. You may also face risk in permitting Coinberry to have access to crypto assets owned by you that are held with BitGo, in the event that crypto assets could be accessed improperly and misused. Neither Coinberry nor BitGo will pledge, re-hypothecate or otherwise use your crypto assets in the business of Coinberry or its affiliates.
RULES GOVERNING TRADING
The rules governing trading on the Platform are contained in Section 31 of the Terms. Pursuant to that provision, users agree to not violate any law, contract, intellectual property or other third-party right or commit a tort, and that they are solely responsible for their conduct while using Coinberry’s services. Without limiting the foregoing, users are prohibited from:
• using Coinberry’s services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying Coinberry’s services, or that could damage, disable, overburden or impair the functioning of Coinberry’s services in any manner;
• using Coinberry’s services to pay for, support or otherwise engage in any illegal gambling activities, fraud, money-laundering, terrorist activities or other illegal activities;
• using any robot, spider, crawler, scraper or other automated means or interface not provided by us to access Coinberry’s services or to extract data;
• using or attempting to use another user's account without authorization or sub-delegating or otherwise allowing another person to trade using its access to the Platform;
• attempting to circumvent any content filtering techniques we employ, or attempting to access any service or area of Coinberry’s services that the user is not authorized to access;
• developing any third-party applications that interact with Coinberry’s services without our prior written consent;
• providing false, inaccurate, or misleading information;
• encouraging or inducing any third party to engage in any of the activities prohibited by the Terms;
• using Coinberry’s services to take advantage of or profit from any technical glitch, malfunction, failure, delay, default or security breach;
• using any automated means to purchase or sell crypto assets or otherwise using Coinberry’s services without our prior written consent;
• impersonating another person;
• violating the Terms;
• undertaking any trading activity that could be considered to constitute a manipulative or deceptive practice;
• violating any market misconduct prohibitions pursuant to applicable securities laws and criminal laws;
• engaging in an action or communication that creates a misleading impression of the market price for a crypto asset, which includes trading back and forth with another party, knowing that the reason for trading back and forth is to drive the price of a crypto asset up or down;
• placing orders if you do not intend to trade;
• committing fraud;
• colluding with others to help them commit fraud; or
• acting on information, or tipping another person off, or recommending another person trade on information that is not yet generally disclosed to the general public.
Coinberry monitors and supervises trading activity to determine whether it is in breach of securities laws or our trading requirements identified in Section 31 of the Terms. Coinberry may share anonymized data relating to such trading activity with third-party service providers in order to make such determinations. Pursuant to the Terms, users acknowledge that Coinberry will be responsible for monitoring and supervising trading activity on the Platform and that no securities regulatory authorities will be monitoring or supervising trading activity. If a user’s activity appears, after investigation, to be in breach of securities laws or the trading requirements identified in Section 31 of the Terms, we may:
• withdraw the user’s right to make any further trades on the Platform;
• require the user to liquidate its crypto asset holdings on the Platform in an orderly fashion, including requiring that all subsequent proposed sell trades receive our prior approval;
• when all crypto assets have been sold, require that the use provide us with wire transfer instructions (to a Canadian financial institution) so that we can return its funds and close its account; and
• report what we know about the prohibited trading activity to relevant securities and law enforcement authorities.
When Coinberry decides to discontinue support for trading in a crypto asset on its platform, it will take the following steps:
* twenty-one days before discontinuing support for the crypto asset (the “Announcement Date”), Coinberry will communicate to its users via email, social media and in-app notifications that on the day that is twenty-one days after the Announcement Date (the “Deadline Date”) they will no longer be able to: (i) trade the crypto asset; or (ii) fund their account with the crypto asset;
* fourteen days before the Deadline Date, Coinberry will communicate to its users via email, social media and in-app notifications that within fourteen days they will no longer be able to: (i) trade the crypto asset; or (ii) fund their account with the crypto asset;
* seven days before the Deadline Date, Coinberry will communicate to its users via email, social media and in-app notifications that within seven days they will no longer be able to: (i) trade the crypto asset; or (ii) fund their account with the crypto asset;
* twenty-four hours before the Deadline Date, Coinberry will communicate to its users via email, social media and in-app notifications that within twenty-four hours they will no longer be able to: (i) trade the crypto asset; or (ii) fund their account with the crypto asset;
* on the Deadline Date, Coinberry: (i) will discontinue support of the crypto asset by disabling trading in the crypto asset and funding of accounts using the crypto asset; and (ii) will communicate to its users via email, social media and in-app notifications that on the day that is thirty days after the Deadline Date (the “Final Withdrawal Date”), they will no longer be able to withdraw their holdings of the crypto asset off the Platform;
* fifteen days before the Final Withdrawal Date, Coinberry will communicate to its users via email, social media and in-app notifications that within fifteen days they will no longer be able to withdraw their holdings of the crypto asset off the Platform;
* five days before the Final Withdrawal Date, Coinberry will communicate to its users via email, social media and in-app notifications that within five days they will no longer be able to withdraw their holdings of the crypto asset off the Platform;
* twenty-four hours before the Final Withdrawal Date, Coinberry will communicate to its users via email, social media and in-app notifications that within twenty-four hours they will no longer be able to withdraw their holdings of the crypto asset off the Platform;
* on the Final Withdrawal Date, Coinberry will disable the ability of users to withdraw their holdings of the crypto asset off the Platform.
For greater certainty, Coinberry may also decide, in its sole discretion, to continue to store the discontinued crypto asset for its users and allow the withdrawal of the crypto asset by its users for a period of time that is shorter or longer than thirty days following the Deadline Date. A decision in this regard could be prompted by cybersecurity or regulatory risks posed to Coinberry’s users or to Coinberry itself or, alternatively, related to the costs associated with maintaining storage capabilities for the discontinued crypto asset.
Coinberry is a Canadian digital asset trading platform that provides users the easiest and safest way to buy and sell Bitcoin, Ethereum, Litecoin, Bitcoin Cash and Stellar in Canada. Assets held by Coinberry are not eligible for Canadian Investor Protection Fund coverage.
FINTRAC #M18502412
