Digital Currencies represent a speculative investment and involve a high degree of risk. Investors should have the financial ability, sophistication/experience and willingness to bear the risks of an investment. An investment in digital currencies may not suitable for all investors. Digital currencies are NOT considered securities and are NOT subject to the same regulatory requirements as SEC-registered securities, exchange traded funds, or similar investment vehicles. Potential investors should carefully consider the long term nature of an investment in digital currencies prior to making an investment decision. You should note carefully the following:
Regulatory disclosures regarding digital currencies
- Digital currency is not legal tender, is not backed by the government. Genesis does not hold any balances or accounts of any kind for its counterparties. Nonetheless, balances of digital currencies are not subject to federal deposit insurance corporation or securities investor protection corporation protections;
- Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of digital currency;
- Transactions in digital currency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
- Some digital currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the counterparty initiates the transaction;
- The value of digital currency may be derived from the continued willingness of market participants to exchange fiat currency for digital currency, which may result in the potential for permanent and total loss of value of a particular digital currency should the market for that digital currency disappear;
- Amendments – we may amend any portion of the Terms and Conditions, at any time, by posting the revised version of the Terms and Conditions with an updated revision date. The changes will become effective, and shall be deemed acceptable by you, the first time you transact with genesis global trading after the initial posting of the revised Terms and Conditions and shall apply only on a going-forward basis with respect to transactions initiated after the posting date. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of our services and close your account. You agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment to the Terms and Conditions. If the revised Terms and Conditions includes a material change, we will provide you with prior notice via our website and/or email before the material change becomes effective. For this purpose a “material change” means a significant change other than changes that (i) are to your benefit, (ii) are required to be made to comply with applicable laws and/or regulations or as otherwise required by one of our regulators, (iii) relates to a new product or services made available to you, or (iv) to otherwise clarify an existing term.
- There is no assurance that a person who accepts a digital currency as payment today will continue to do so in the future;
- The volatility and unpredictability of the price of digital currency relative to fiat currency may result in significant loss over a short period of time;
- The nature of digital currency may lead to an increased risk of fraud or cyber-attack;
- Genesis does not hold any balances or accounts of any kind for its counterparties. Nonetheless the nature of digital currency means that any technological difficulties experienced by the genesis may prevent the access or use of a counterparty’s digital currency; and
- Any bond or trust account maintained by genesis may not be sufficient to cover all losses incurred by counterparties.
- Liability for unauthorized digital currency transactions will be evaluated on a case by case basis, with genesis making the final determination. Any disagreement resulting from such a determination is subject to the arbitration clause contained herein this new applicant profile form.
- Any counterparty that reneges on an agreed upon transaction shall be subject to termination of its relationship with genesis global trading.
- Genesis global trading may be required to disclose information about a counterparty pursuant to a request or regular or routine inspection by a governmental agency or regulatory agency or in response to a deposition, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process.
- As genesis global trading does not hold funds of any kind for counterparties, there will be no periodic account statements and valuations from genesis global trading.
- All agreed upon transactions with genesis global trading shall be evidence by either a confirming message sent via email or the tradeblock platform.
- Genesis global trading reserves the right to terminate its relationship with a counterparty at any time and for any reason. Genesis global trading will communicate such a decision as promptly as possible.
- The following categories of activities, business practices, and sale items are barred in connection with a trading relationship with genesis global trading (“restricted activities”). By trading with genesis global trading, you confirm that you will not trade with genesis global trading in connection on your behalf, or on the behalf of a third party, with the following businesses, activities, practices, or items:
- Conducting or facilitating money-laundering or terrorist financing
- Operating as an unlicensed money transmitter, money service, payment service provider, e-money, or any other financial services business which requires licensure, including but not limited to exchanges of virtual currencies, sales of money orders or traveler’s checks, and escrow services
- Transacting counterfeit products or any product or service that infringes upon the copyright trademark, or trade secrets of any third party
- Transacting stolen goods
- Transacting narcotics, controlled substances, prescription and pharmaceutical services, drug paraphernalia, or any substances designed to mimic illegal drugs
- Gambling activities including but not limited to sports betting, casino games, horse racing, dog racing, lotteries, games of chance, sweepstakes, games of skill that may be classified as gambling (i.e. poker), or other activities that facilitate any of the foregoing
- Extortion, blackmail, or efforts to induce unearned payments
- Unlicensed sale of firearms and certain weapons
- Engaging in deceptive marketing practices
- Defrauding genesis global trading by providing false, inaccurate, or misleading information
- Any business that violates any law, statute, ordinance or regulation
- This agreement contains a predispute arbitration clause. By signing an arbitration agreement, the parties agree as follows:
- All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
- Arbitration awards are generally final and binding: a party’s ability to have a court reverse or modify arbitration award is very limited.
- The ability of the parties to obtain documents, witness statements, and other discovery is generally more limited in arbitration than in court proceedings.
- The arbitrators do not have to explain the reason(s) for their award, unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
- The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
- The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
- The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.
- Any controversy between you and us shall be submitted to arbitration before and only before the financial industry regulatory authority. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any predispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until; (i) the class certification is denied; (2) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. The laws of the State of New York govern.
Auction Rate Securities
The various risks described below are associated with buying, selling and owning Auction Rate Securities. Specific risks may vary from issue to issue.
- Complex securities. ARS are complex securities with unique terms, conditions, features and practices that can impact investment results. Investors should understand ARS, how auctions work, and the potential impact of a decision to either actively bid or passively hold ARS, as well as the potential impact of the actions other auction participants may have on investment results.
- Long-term maturity. ARS are long-term bonds or preferred stock; therefore, ARS may be owned and pay coupons or dividends until the final maturity or in perpetuity to the extent that the issuer can, in fact, pay coupons or dividends. The rate you receive if you hold an ARS until its final maturity could be less than what could have been earned on comparable long-term investments.
- Failed auctions. Successful auctions are not guarantee a successful auction; auctions can fail and, in the event of a failed auction, existing investorsmay not sell, but instead may continue to hold all or part of their ARS at the maximum rate, as described in the offering documents. If an auction fails, there may not be a market between auctions.
- Market for ARS outside of auction. The ability to buy or sell ARS between auction dates is limited. Genesis may purchase or sell ARS for its own account from or to the customer following the initial distribution by the issuer. However, Genesis has no obligation and does not ensure that it or others will trade ARS outside of auction. To the extent that a transaction in ARS can be effected outside of auction, the price received may be less than the amount originally invested, depending on market conditions for the given ARS.
- Credit risk. A rating agency could downgrade the credit rating on an ARS issue, thus making the shares less liquid at an auction or outside of auction. The creditworthiness of auction-rate preferred shares is a reflection of the assets in the investment company. The assets held by the investment company can vary in quality and maturity based on the investment practices described in the prospectus. Investment companies that issue ARS must meet an asset coverage requirement of at least 200% under the Investment Company Act of 1940
Grayscale Investment Products
Prospective investors in any Grayscale Investments, LLC (“Grayscale”) investment product (each a “Product”) should carefully note the following:
- Each Product represents a speculative investment and involves a high degree of risk.
- Investors could lose all or a substantial portion of their investment. Investors must have the financial ability, sophistication, experience and willingness to bear the risks of an investment in any Product. In particular, each Product invests in digital assets. The trading prices of many digital assets have experienced extreme volatility in recent periods and may continue to do so. In light of recent steep increases in the value of certain digital assets, multiple market observers have asserted that digital assets are currently experiencing a “bubble.” If these observers are correct, trading prices for the digital assets held by the Products could experience steep declines in value and the Products’ shares could lose all or substantially all of their value.
- An investment in any Product should be discretionary capital set aside strictly for speculative purposes.
- Each Product has a limited operating and performance history.
- Grayscale has authority over the management of each Product and shareholders’ rights are extremely limited.
- Each Product may involve a complex tax structure, which should be reviewed carefully, and may involve structures or strategies that may cause delays in important tax information being sent to investors.
- Each Product’s fees and expenses (which may be substantial regardless of any returns on investment) will be paid using that Product’s assets, which will reduce the assets of that Product and the corresponding value of your investment, all else being equal.
- Each Product and Grayscale, and their advisors and agents, are or may be subject to various conflicts of interest.
The above summary is not a complete list of the risks and other important disclosures involved in investing in the Products and is subject to the more complete disclosures contained in each Product’s Offering Documents, which must be reviewed carefully.