TERMS OF SERVICE DISCLOSURE & WAIVER

This Terms of Service Disclosure and Waiver (“Disclosure”) shall govern the terms of your relationship with Imperium OTC LLC, a Wyoming limited liability company (“Imperium”). You, the undersigned (“You” or “Your”) (collectively with Imperium, the “Parties” and each respectively a “Party”), through your use of Imperium’s services described below, including any interaction you have with Imperium through its agents related to discussions about transactions of any nature, acknowledge and agree to the following:

1.      IMPERIUM will be involved in Your selection of financial institutions from which You may or may not purchase financial services, including but not limited to over-the-counter digital assets, derivatives, lending, account monitoring services or other services. IMPERIUM is paid a referral fee by the financial institutions for introducing You to those institutions.  1Konto Inc. shall provide over-the-counter services to You and IMPERIUM is not responsible for or authorized to receive funds, quote prices, make and/or accept offers, or otherwise custody assets for You. 
2.      IMPERIUM’s provision to You of advice, information, and opinions about financial institutions and/or financial services shall not be construed to form a contractual, agency, fiduciary, or any other type of legal relationship. IMPERIUM shall have no duties or liabilities to You in connection with any aspect of Your relationship with IMPERIUM and/or any financial institution to which IMPERIUM introduces You.
   
   
3.      You acknowledge that You are an accredited investor and are sophisticated in the areas of digital asset trading, investment banking, finance, and/or financial services and that You understand the risks and considerations implied in purchasing financial services.  You acknowledge that You will not rely on any information, advice, or representations made to You by IMPERIUM in selecting financial institutions or purchasing financial services. You acknowledge that You are solely responsible for evaluating any and all risks involved in contracting with financial institutions introduced to You by IMPERIUM and that You are solely responsible for undertaking any and all due diligence for that purpose.
   
   
4.      IMPERIUM disclaims any and all warranties and representations about any services provided by IMPERIUM or any third party to which IMPERIUM introduces you, including but not limited to the warranties of merchantability and fitness for purpose, and you hereby release IMPERIUM from any and all liability and expressly waive any and all actions, claims, liabilities, losses, costs, damages or expenses against IMPERIUM related to any (i) information, advice, and/or representations made to You by IMPERIUM regarding financial institutions and/or financial services; and (ii) acts, omissions, or other conduct by IMPERIUM in connection with Your relationship with any financial institutions including without limitation your purchase or use of the financial institution’s services.
   
   
5.      The undersigned agrees to hold IMPERIUM, its members, employees, consultants, advisors and affiliates harmless against any actions, claims, liabilities, losses, costs, damages or expenses (including attorneys’ fees) arising from any acts, omissions, or other conduct related to this Disclosure and activities related hereto including without limitation the undersigned’s relationship with any financial institutions except to the extent that such actions, claims, liabilities, losses, costs, damages or expenses result from IMPERIUM’s gross negligence or willful misconduct.
   
   
6.      This Disclosure and each of the terms and provisions hereof may only be amended, modified, waived or supplemented by an agreement in writing signed by each Party.  This Disclosure will inure to the benefit of and be binding upon each of the Parties and each of their respective successors and assigns.  If any term or provision of this Disclosure is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Disclosure or invalidate or render unenforceable such term or provision in any other jurisdiction. This Disclosure constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter, except to the extent that provisions of the Agreement survive pursuant to this Disclosure.  This Disclosure and any dispute arising between the Parties shall be governed by New York law, except for any provision thereof that would require application of a different state’s law, and any dispute arising between the Parties shall be subject to resolution exclusively through arbitration by a sole arbitrator at the AAA with all appearances including trial by video conference and the arbitrator shall be entitled to award reasonable attorneys’ fees and costs to the prevailing Party.  In the event that either Party requires an injunction, such action shall only be filed and maintained in New York County Supreme Court.  The arbitrator shall determine arbitrability of any dispute between the Parties in the first instance if a Party disputes the application of arbitration thereto.