TERMS AND CONDITIONS

CLIENT AGREEMENT (TERMS AND CONDITIONS)
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Welcome to Advisors Crypto, Inc. (“AC,” “we,” “us,” or “our”). This Online Client Agreement (“Agreement”) governs your use of our investment advisory services provided exclusively through our interactive website, www.advisorscrypto.com (“Platform”). By accessing or using the Platform and agreeing to these Terms and Conditions, you (“Client,” “you,” or “your”) enter into a binding agreement with AC. Please read this Agreement carefully before proceeding.
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1. About Us

Advisors Crypto, Inc. is an SEC-registered investment adviser (CRD #109201, SEC #801-121191) based at 6500 River Place Blvd, Building 7, Suite 250, Austin, TX 78730.   We operate solely as an internet-only adviser under SEC Rule 203A-2(e), delivering automated investment advice through the Platform. No human advisers provide personal investment advice; all advice is are powered by system software and artificial intelligence (AI).


2. Advisory Services

2.1 Scope of Services
We provide discretionary investment management services to retail clients, including individuals and high-net-worth individuals, exclusively through the Platform, available 24 hours a day, 7 days a week. Our services include:

- Model Selection: You complete an online questionnaire assessing your risk tolerance, investment objectives, and time horizon. Based on your responses, our software recommends a portfolio model.  You select a model via the Platform. Illustrative holdings are shown before onboarding; final positions are determined after onboarding.
- Portfolio Management: We manage your account with full discretion, executing trades within your chosen model without prior approval for each transaction. We use AI to review holdings in portfolios at least monthly, using technical data from sources like TradingView and Finviz to adjust positions (e.g., sell, buy, swap, or hold).
- Monitoring: Your account is monitored continuously with quarterly statements provided by our custodians, ex.  Charles Schwab & Co., Inc. (“Schwab”).

2.2 Limitations
Advice is generated solely by automated processes based on your questionnaire responses and delivered at the model level. It does not account for taxes, personal circumstances, or information not provided. You may change models by submitting a new questionnaire, but restrictions within a model are not permitted. No minimum account size is required.

2.3 Custody
We do not hold your assets. Funds and securities are maintained by qualified custodians, primarily Schwab, with cryptocurrency held by custodians like Gemini or Anchorage. You give authority for AC to deduct fees from your account and manage trades, as detailed below.


3. Fees and Costs

3.1 Advisory Fees
You agree to pay an asset-based advisory fee, calculated as a percentage of your account’s value billed quarterly in arrears starting 2025. The fee schedule is:

- First $1 million: 0.25% quarterly (1.0% annually)
- Next $1 million: 0.1875% quarterly (0.75% annually)
- Over $2 million: 0.125% quarterly (0.50% annually)

3.2 Other Costs
You will incur additional costs charged by third parties, including brokerage commissions, transaction fees, custodial fees, and ETF or mutual fund expenses. These vary by trade and are separate from our advisory fee. Frequent trading (e.g., in active models) may increase these costs. We do not receive any portion of these fees.

3.3 Termination and Refunds
You may terminate this Agreement at any time. Upon termination, you’ll pay a pro-rated fee for services rendered up to the termination date, calculated in arrears. No prepaid fees apply.


4. Your Responsibilities

4.1  Accurate Information
You must provide accurate and complete information in the online questionnaire. Inaccurate or incomplete responses may lead to unsuitable model recommendations, for which you bear responsibility. Update your information annually or as needed via the Platform.

4.2 Account Access
You are responsible for maintaining the security of your Platform login credentials and notifying us immediately of any unauthorized access at support@advisorscrypto.com.

4.3 Risk Acknowledgment
You acknowledge that investing involves risks, including loss of principal. We do not guarantee performance or the success of any strategy. See Section 6 for details.


5. Our Authority and Obligations

5.1  Discretionary Authority
By agreeing to this terms, you grant us full discretionary authority to manage your account within the selected model, including buying, selling, or holding securities without prior approval per trade. This authority extends to selecting custodians and executing transactions.

5.2 Best Interest
As your investment adviser, we are legally obligated to act in your best interest and not place our interests ahead of yours, subject to disclosed conflicts (Section 7).

5.3 Proxy Voting
We do not vote proxies on your behalf. You retain voting rights and will receive proxy materials directly from your custodian.


6. Risks of Investing

Investing through our Platform carries inherent risks, including: 

- Market Risk: Equities, ETFs, and fixed-income securities may decline due to market conditions.
- Cryptocurrency Risk: Digital assets (e.g., Bitcoin, Ethereum) are highly volatile, subject to price swings, regulatory changes, or exchange failures, with potential for total loss. Models like Focus5 and Managed Bitcoin increase this exposure.
- Leveraged/Inverse ETFs: Used in absolute return models, amplify gains and losses and may erode value over time, unsuitable for conservative goals or short term investors.
- Digital-Only Risks: Platform disruptions, software errors, or cybersecurity breaches may affect access or trading, though mitigated by third-party providers (e.g., AWS).
Our AI relies on historical data of positions reviewed at least monthly, which may not predict future outcomes. You accept these risks and agree we are not liable for losses due to market volatility or system limitations, except as required by law.

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7. Conflicts of Interest

We disclose the following conflicts:

- Custodian Benefits: We recommend Schwab and receive research tools and services (soft dollar benefits) that aid our operations but don’t reduce your fees. This may influence our custodian choice.
- Personal Trading: Our employees, including Eric Kendrick (CEO and Compliance Officer), may trade the same securities as you. Our Code of Ethics requires pre-approval to prevent adverse impacts on your account.
We earn revenue only from advisory fees, not commissions or referrals.

8. Termination

You may terminate this Agreement at any time. We may terminate any time via written notice via email or the Platform. Termination does not affect accrued fees or completed transactions. Upon termination, your account will be transferred to your control or another custodian as you direct.


9. Privacy and Data Security

We collect personal information (e.g., name, Social Security number, financial data) from your questionnaire, account applications, and custodian interactions. We do not share nonpublic data with unaffiliated third parties except to execute transactions, with your consent, or as required by law. We use industry-standard safeguards to protect your data, but you acknowledge risks of breaches beyond our control. See our Privacy Policy in Form ADV Part 2A for details.


10. Limitation of Liability and Indemnification

To the fullest extent permitted by law, AC, its officers, employees, and affiliates are not liable for losses due to market fluctuations, system failures, or your override of model recommended or failure to provide accurate information, except in cases of gross negligence or willful misconduct. You agree to indemnify and hold us harmless from claims arising from your breach of this Agreement or misuse of the Platform.


11. Governing Law and Disputes

This Agreement is governed by the laws of the State of Texas.  Disputes will be resolved through binding arbitration in Austin, Texas, under the American Arbitration Association’s rules, unless otherwise required by law. You waive the right to a jury trial.

12. Miscellaneous

12.1 Entire Agreement
This Agreement, along with Form ADV and CRS, constitutes the full understanding between you and AC. Updates will be posted on the Platform with notice via email.

12.2 Electronic Delivery
You consent to electronic delivery of all documents (e.g., statements, disclosures) via the Platform or email.

12.3 Contact
For administrative or technical support (no investment advice), reach us at:

- Email: support@advisorscrypto.com
- Phone: 800-542-4916
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12.4 Amendments
We may amend this Agreement with written notice via the Platform or email. Continued use after notice constitutes acceptance.


Acceptance

By clicking “I Agree” or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions effective immediately.