Parties to this agreement.

This Agreement is a contract between you (“You”, “Your” Investors) and CryptoLife Capital Limited (“CryptoLife Capital”, “We”, “Us”, “Our”) (each individually as “Party”, and collectively the “Parties”. This Agreement governs your non-transferable (unless with our prior written consent) use of the Cryptolife Capital App, website, and any features and products that Cryptolife may make available to You through the Cryptolife app or website (collectively, the “Platform”). We may transfer or assign this Agreement, and any rights under this Agreement, to a third party without notice to You or without Your consent.

WHEREAS:

  1. This agreement outlines the terms and conditions (the “Terms”) between the “Investors”, (“You” or “Your”) and Cryptolife Capital Ltd. (Cryptolife, the “Company”, “We”, “Our “or “Us”) under which you agree to invest in cryptocurrency through the Company’s platform.
  2. You confirm and accept this agreement by creating an account and signing a copy of these Terms by ticking the “I accept the terms and conditions”; you hereby adopt the good sign as Your electronic signature. You should read these Terms carefully before making an online application or signing a copy of them and you should retain a copy for future reference.
  3. By signing electronically, you also agree to our Terms of Use, Privacy Policy.
  4. Cryptolife is a Digital Asset Management Company, cryptocurrency being one of its portfolios.
  5. You have indicated interest to invest in cryptocurrencies, crypto trading and other crypto related products.
  6. You will provide the capital to be invested in our cryptocurrencies trading and related activities for upside.
  7. Your capital will be used for our diversified cryptocurrency portfolio.

1.DEFINATION:

1.1 In this agreement, the terms: “You”, “Your”, shall mean the investor while “We”, “Us” and “Our” “Cryptolife shall mean Cryptolife Capital Ltd, and following an assignment, any person, company or bank to whom the rights and/or obligations of Cryptolife Capital have been assigned.

1.2 Parties: means Cryptolife and the client.

1.3 Cryptolife Capital Ltd” also referred to as “The Digital Asset Management Company”.1.4 Upside: This refers to the potential returns on investment (ROI).1.5 Termination: occurs where the investor decided not to continue with his investment after the commencement of this agreement and before the duration of one-year lock-up period.1.6 Lock-up period: The one-year duration of this investment before capital invested can be accessed or reinvested.1.7 Stop Loss: Stop loss is the one of the strategies designed to limit the losses the investor will likely incurred.1.8 Penalty: the fee to paid to the company where the investor terminates this agreement.1.9Representations and warranties:are statements and promises made by you to the Company, which we rely on as being accurate in our dealings with you.1.10Volatility:means the increase or decrease of cryptocurrency value which affect the rate of returns and lead to a potential gain or loss.1.11Portfolio Management, Trading and Performance Fees: Fee to be paid to the portfolio manager for services rendered.

2.Client’s KYC Identification (in line with our AML and CFT)

  1. As part of the account opening requirements, you will be requested to provide personal identification information about yourself. We will use this information to verify your identity using a number of electronic checks.
  2. You agree that we may pass your personal information to our Service Providers or any other recognised third-party company solely for the purposes of verifying your identity, performing anti- money laundering checks and fraud prevention.
  3. Where we are not satisfied with information provided to us, we are at absolute liberty to request for more information or reject your application.
3.Commencement.
This Agreement becomes effective at the time and day you register/signup on our platform; and remain in force on your continuous use of our services.
4.Appointment of the Digital Asset Manager.
You hereby appoint Cryptolife Capital Ltd as a Portfolio Manager and Portfolio Trader to provide services in accordance with the provisions of this agreement.
5.Investment objectives and guidelines.
(a) The sole objectives of this investment in cryptocurrency by the You, is for the Portfolio Manager to use their expertise in the digital space to grow the investor’s capital and ultimately make a Returns on Investment (ROI).
(b) The Portfolio Manager will employ their expertise and use their best judgment to invest in solid crypto assets with a view to achieving the investment objective subject to clause 27.
6.Functions of the Portfolio Manager.
The main function of the Portfolio Manager as under this Agreement is: -
a) Portfolio Manager, Crypto trader, crypto investor.
b) To deploy and manage investors funds, in such manner that will enable the investors earn returns on their investment subject to market conditions.
c) To take such steps as may be necessary, incidental, ancillary or conducive to the fulfilment of the objectives.
d) In performing its management duties to the client, the Portfolio Manager shall be required to exercise the due care, professional competence and judgment ordinarily expected from a service provider of its standing.
7.Portfolio Manager Fees Structure.
a) Subscription Fee:
i. The subscription/take on fee to be paid to the Portfolio Manager by the investors shall be 1% (one percent) of the capital investment and 1% of new additions (addition of new fund) to the portfolio by the investor. This payment shall be per investment window (per year).
ii. The subscription fee shall be deducted from the gross amount of the invested sum.
b) Performance Fees:
i. where the profit/upside of the portfolio is between 1% – 25% in a 6 months duration, then the performance Fee shall be 13% of the profit/upside.
ii. Where the profit/upside of the portfolio is between 26% – 49%, in a 6 months duration, then the Performance Fee shall be 18% of the profit/upside.
iii. Where the profit/upside of the portfolio is between 50% – 99%, in a 6 months duration, then the Performance Fee shall be 23% of the profit/upside.
iv. where the profit/upside of the portfolio is between 100% – 139%, in a 6 months duration, then the Portfolio Management Fee shall be 30% of the profit/upside.
v. Where the profit/upside is 140%, in a 6 months duration, then the Portfolio Management Fee shall be 35% of the profit/upside.
vi. The performance fee shall be deducted at source and at the end of every six-monthly investment window.
c) Portfolio Trading Fee.
The portfolio trading fee shall be 1.5% of the total trading value, (capital plus upside).
i. Whilst the lock-up period (duration) of this portfolio is for one year (subject to renewal), profit taking by the investor is permitted every six months (six months interval).
9.Return on Investment
i. We will carefully evaluate potential returns based on historic performance and collect statistics on market performances, however, we make no representation regarding the likelihood or probability that any actual or proposed investment will in fact achieve a particular target.
10.Stop Loss Provision
You hereby appoint Cryptolife Capital Ltd as a Portfolio Manager and Portfolio Trader to provide services in accordance with the provisions of this agreement.
11.Tenure (Duration) .
a) This investment is for a one-year duration, for the purposes of computation of time, the one year will start counting after 7 days of the release of fund/signing up by creation of account by the investor.
b) This agreement is subject to renewal after its expiration. However, renewal is at the discretion of the portfolio manager.
c) You agree that with respect to any investment made by you, such investment cannot be redeemed or liquidated prior to the maturity date.
d) If the investor intends to terminate the Portfolio before the one-year duration, the investor shall give the Portfolio Manager 30 (thirty) days prior written notice of their intention together with specific instructions as to the manner of the disbursement of the funds. Following receipt of the client’s notice of intention to terminate, the Portfolio Manager will use its best endeavours to effect the investor’s instructions.
e) The investor shall be charged a Penalty of 10% for early termination of this portfolio. The 10% penalty shall be deducted from the gross investment, excluding the fees to be charged in clause 7(a) above.
12.Undertaking.
i. The Investor hereby undertakes to pay the Portfolio Manager his fee for the Services rendered in line with this agreement.
ii. The Investor hereby authorizes the Portfolio Manager to debit their subscription and performance fee from source as referred to in clause 7 of this agreement.
13.PortfolioManager’sPowers,DutiesandObligations.
i. The Investor hereby authorises the Portfolio Manager to engage in such acts on behalf of the Investor as may be incidental or consequential to the discharge of its responsibilities under this Agreement.
ii. The Portfolio Manager shall provide a monthly progress report in respect of this investment.
iii. The Portfolio Manager shall in good faith act individually, independently and at its discretion manage the investment of the investor in such a way as to achieve the objectives of this agreement.
14.Our Warranty
The Portfolio Manager warranty as follows:
i. It will act professionally, diligently and in good faith at all time in managing the investment of the investor
ii. It will at all time prioritize the preservation of the principal invested sum, subject to clause 27 and 28.
15.Investors Representations and Warranties
You represent and warrant that:
15.1 You have the legal capacity to enter into this agreement and you agree to this Terms of this agreement;
15.2 All personal information that you provide about yourself is accurate and true to the best of your knowledge;
15.3 You have carefully considered the risks you are exposed to and involved in before investing in digital asset through this Platform;
15.4 You are not breaching any laws or regulations that are applicable to you or any company, trust or partnership upon whose instructions you are acting.
15.5 Your source of fund is clean and is not from any money laundry/fraudulent sources.
15.6 You will not use this platform as a leeway to hide any illicit fund.
16.Access and Use
i. Our Platform is, at all times, subject to our Website Terms of Use, Disclosure and Privacy Policy.
ii. Secure access to our Platform is provided by way of your username and password. These log-in credentials are unique to you and are the primary method of securely identifying you when delivering our services to you. It is therefore extremely important that you keep your username and password secure at all time without exposing same to any third party.
iii. You are liable for the compromise of your login details where you allow any 3rd party to have access to it or you disclose same to any 3rd party.
iv. If you suspect that your secure access to the Platform has been compromised in any way, it is your responsibility to contact us immediately and without delay.
v. You confirm that you will only use our Platform for the purposes set out in these Terms.
vi. You confirm that you will not attempt to gain unauthorised access to our Platform and furthermore you will not attempt to use code or software to manipulate or automate functions available on the platform.
vii. You understand that we may store your IP address information and may monitor your use of the platform in accordance with our cookie policy.
viii. Access to the Platform may be restricted at the discretion of the Company, particularly during periods of maintenance.
ix. We have the right to act upon and authorized any instruction that emanated from your account to us. To this end, it is a security advice that you keep your login details in a secure manner away from third parties.
x. We will never ask you to disclose your login security details to us inclusive of our staff or to any of our 3rd party. To this end always consider it fraudulent when any one request for your login information and without delay notify us.
17.Privacy and Terms
You confirm that you have read and understood the Company’s Privacy Policy and Terms of Us which provides information on how we use and store the personal information that you provide to us and you further acknowledge that the Company may amend and update this policy from time to time.
18.Third-Party Provider Services:
Our Platform may offer you the option to enter into relationships and agreements with Third-Party Providers for access to additional services, as a condition to having access to those Third-Party service providers, you may be required to enter into an agreement with a Third-Party service Provider before you can access their services. You understand and undertake that we shall not have any liability for any issues that may arise between you and the third-party service provider.
19.Account Information.
A. The Platform may provide you with the following information about your investment on your dash board this includes:

(1) account balance;
(2) total transactions;
(3) withdrawal history;
(4) Return on Investment;
(5) order history;
(6) invested amount etc.

B. Account Opening
To access our services, you are required to sign-up on the Platform by opening an account, by filing a form that will require the provision of certain of your personally identifiable information, including but not limited to your name, your phone number, your address, your email address etc (“Investors information”). You will select your own password at the time of registration, and you agree that:

1. You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process;
2. You are solely responsible for maintaining the confidentiality of your password and for restricting access to your mobile device to prevent unauthorized access by any 3rd party;
3. You will immediately notify us of any unauthorized use of your account, or any other breach of it;
4. We shall not be held liable for the unauthorised access to your account by a third party using your login details to access and make withdrawal from your account.
20.Account Security.
20.1 You are responsible for ensuring the safety of your account (inclusive of it username and password). You are required to install the updated version of our mobile applications that we publish from time to time. These updates often include improved security. We will take reasonable steps consistent with our legal duties to protect our platform and secure it, however we are not liable for security breaches (hack) that may occur where we have complied with our security obligations.

20.2 Cryptolife Capital, its affiliates, officers, directors, employees, attorneys or agents shall not be liable with respect to, any claim for any special, indirect, incidental, consequential damages suffered or incurred by you in connection with, arising out of, or in any way related to, a breach of this Agreement or compromise
21.App and Site Availability.
While it is our intention that our platform will be available seven days a week notwithstanding our best effort in developing our platform (web an app). We do not guarantee that there won’t be network failure, network crashes, network glitches, network slowdown. In this instance, we will restrict access to some or all access to our platforms to enable us perform routine maintenance. You understand that we do not guarantee that you will always have access to the Platform.
22.Investment Advice.
22.1 You understand and accept that we do not provide any financial advice, nor do we make any recommendations to you. The Company solely create a platform for you to invest in cryptocurrency. It is your sole responsibility to assess and ascertain your risk appetite(level) before taking the decision to invest using our platform and services.
22.2 We advise you to consider whether investing in cryptocurrencies meets your required risk levels and investment objectives, and you should only commit such funds that you are able to financially bear the risk of losing considering your other financial commitments.
22.3 By using our services, you confirm that you have the necessary experience and knowledge to understand the risks involved in cryptocurrency investment, and you have consulted your personal legal, financial or investment advisor to assist you in understanding the risks involved. Past performance data should not be construed as indicative of future results.
23.Legal Notice and Amendment.
i. This agreement supersedes any prior written or verbal communication or understanding. This agreement We may amend this Agreement from time to time. If we make any changes to this Agreement, we will notify You of such changes via the email address associated with your account, and on our platform.
ii. Where you have any objection to our amended/updated terms, you are at liberty to either discontinue
iii. Oral agreements shall not be used to review, alter or amend this document. All amendment shall be in writing.
iv. iv. You agree that we may communicate with You by sending notices, messages, alerts, and statements in relation to this Agreement in the following manner:
(a) Text Message (SMS).
(b). Email: any email address provided by You during the application process.
(c)Telephone.
(d). By posting such notice on our website or through a display on your dashboard.
(e) Any Social Media platform you provide to us.
24.Confidentiality
Both Parties agrees that information disclosed before, during and after this agreement shall be confidential and shall not be used by either party for any purpose other than as specified in this Agreement or as required by law.
25.Dispute Resolution
The following procedures will be followed in any and all controversies or disputes arising out of or related to this Agreement or relations between the Parties (“Disputes”), which the Parties cannot informally resolve at an operational level.
i. The aggrieved Party shall notify the other Party in writing of the nature of the Dispute with as much detail as possible.
ii. The Parties shall use all reasonable endeavours to resolve amicably and in good faith any dispute arising out of or in connection with this Agreement.
iii. Any dispute remaining unresolved after 14 (fourteen) days of either Party giving to the other a written notice of the matter complained shall be referred to Arbitration whereby the Parties shall mutually agree on the appointment of a sole Arbitrator within 14 (fourteen) days from the expiration of the 14 days period for amicable settlement.
iv. Where the Parties are unable to agree on the appointment of the Arbitrator, such sole Arbitrator shall be appointed by the Chairman/President of the Chartered Institute of Arbitrators, Nigerian (CIARb Nigeria) on the application of either Party.
v. Any dispute arising from the terms of this Agreement shall be settled in accordance with the Arbitration and Conciliation Act (Laws of the Federation of Nigeria 2004 Cap A18)
vi. The venue of the arbitration shall be Lagos State, Nigeria
vii. The language to be used in the arbitral proceedings shall be English
viii. The Parties agree that the decision of the Arbitrator shall be final and binding on both Parties
ix. This clause shall survive the termination of this Agreement and shall accordingly apply at all times to disputes and differences of opinion existing or arising between the Parties concerning this Agreement or any matter under this Agreement.
26.Standard of Care/Limitation of Liability
i. The Portfolio Manager shall, in carrying out its obligations under this Agreement, act honestly, in good faith and in the best interests of the Investor and in connection therewith shall exercise the degree of care, diligence and skill that a reasonably prudent Portfolio Manager would exercise in similar circumstances. Notwithstanding the foregoing, the Investor understands and agrees that the Portfolio Manager does not represent and cannot guarantee performance results for the investment.
ii. The Investor understands that there are risks attached to investment in digital assets, to this end, the Portfolio Manager will not be liable to the investor for any loss that the investor may suffer as a result of the Manager’s good faith decisions or actions where the Manager exercises reasonable care, diligence and skill expected of a reasonably prudent Portfolio Manager.
27.Risk Disclosure and Acceptance.
The investor hereby agrees to undertake the risks pertaining to the portfolio investments as stated herein:
i. Investments in cryptocurrency are subject to market risks and there is no assurance or guarantee that the objectives of the investments will be achieved.
ii. As with any investment, the value of the portfolio can go up or down depending on the factors and forces affecting the digital asset market and the Portfolio Manager is not responsible or liable for losses resulting from the operations of the portfolios (with exception to trading portfolio where 20% stop loss is agreed), to the extent that such loss is not as a result of the Portfolio Manager’s action, inaction or any form of negligence.
iii. The investor understands and acknowledges that past performance is not necessarily indicative of likely future performance.
28.Protection of Act done in good faith.
i. The Portfolio Manager shall not be under any liability on account of anything done or omitted to be done or suffered by the investor in good faith in accordance with or in pursuance of any request or advice of the investments made by the Portfolio Manager or any agents.
ii. We shall not be liable to loss in investment due to Act of God, cyber-attack, hacking of our site or third party where we store your cryptocurrency, unforeseen circumstances beyond our control, government (whether in Nigeria or outside Nigeria) policy affecting the use, acceptance and trading of cryptocurrency, fall in price of cryptocurrency, the sudden disappearance or sudden stoppage in the acceptance and usage of cryptocurrency.
29.Disclaimer/Disclosure.
The investment services provided by CryptoLife Capital is unregulated by any government agencies.
30.Miscellaneous
i. The failure or delay by us to exercise or enforce any right or provision of these agreement shall not constitute a waiver of such right or provision in that or any other instance.
ii. Where any clause in this agreement is held to be unenforceable, shall struck out clause shall not invalidate this agreement.
31.Contact
If you have any questions about these terms, please contact us: