RISK STATEMENT

This risk statement 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 Bitbuy Technologies Inc. (“Bitbuy” or “we”). 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 understand the individual crypto asset statements published on Bitbuy’s website, which comprise plain language statements describing each crypto asset that Bitbuy makes available for trading on the Platform.

By opening an account with Bitbuy’s crypto asset trading platform (the “Platform”), you are acknowledging having received, read and understood these risks. 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 Bitbuy 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 Bitbuy 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.

Bitbuy is offering crypto contracts in reliance on a prospectus exemption contained in the exemptive relief decision Re Bitbuy Technologies Inc. dated November 30, 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 plain language descriptions of the crypto assets made available on the Platform published on Bitbuy’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 Bitbuy 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 Bitbuy’s understanding of CSA SN 21-329, the contractual relationships entered into by Bitbuy and its users in connection with their purchase and sale of crypto assets using the Platform may constitute “crypto contracts.”

Bitbuy allows and encourages users to withdraw crypto assets purchased on the Platform to their own private wallets. However, Bitbuy recognizes that certain users may desire the convenience of relying on Bitbuy’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 Bitbuy transfer the user’s crypto assets to the user’s private wallet.

Risks in 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

Bitbuy allows and encourages users to withdraw crypto assets purchased on the Platform to their own private wallets. However, Bitbuy recognizes that certain customers may desire the convenience of relying on Bitbuy’s third party custodial arrangements. If you do not withdraw your crypto assets to a private wallet, Bitbuy deposits all of the crypto assets transacted through the Platform with BitGo Trust Company (“BitGo”). BitGo is regulated as a trust company under the Division of Banking in South Dakota. Custody of your crypto assets with a third party may increase certain risks when compared to holding crypto assets in a private wallet. In particular, you may be exposed to insolvency risk (credit risk), fraud risk or proficiency risk on the part of the custodial service provider. You may also face risks in permitting Bitbuy 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 Bitbuy or its custodians, or otherwise, and, as a result, an unauthorized party may obtain access to Bitbuy’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 Bitbuy and its custodian to disclose sensitive information in order to gain access to the Platform’s infrastructure. Bitbuy 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, Bitbuy 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 Bitbuy, the responsible party may not have the financial resources sufficient to satisfy Bitbuy’s claim. For example, as to a particular event of loss, the only source of recovery for Bitbuy 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 Bitbuy.

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. Bitbuy will only allow its users to purchase crypto assets once the Platform can confirm that fiat currency has been successfully received in a Bitbuy settlement account. Bitbuy 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.

The due diligence Bitbuy conducts on the crypto assets it chooses to make available for trading on the Platform may prove to be inadequate

Bitbuy 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, Bitbuy has only made crypto assets which have significant supply, demand, maturity and liquidity available for trading on the Platform. In Bitbuy’s experience, crypto assets with these qualities tend to also satisfy the other criteria it evaluates as part of its review. Nevertheless, Bitbuy’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 Bitbuy cannot predetermine with certainty what risks may constitute such unacceptable risks to our users, Bitbuy anticipates that those risks would be so severe such that Bitbuy 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 Bitbuy be liable if such a determination proves incorrect. Upon Bitbuy making such a determination, Bitbuy may further determine to remove other crypto assets that have similar characteristics to the relevant crypto asset. For more information on the steps Bitbuy undertakes when discontinuing support for a crypto asset on the Platform, please see Bitbuy’s Crypto Asset Delisting Policy. Bitbuy’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 Bitbuy 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 and if we are unable to properly characterize a crypto asset, Bitbuy may be forced to discontinue support for trading in such crypto asset

Bitbuy 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.

Bitbuy 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. In order to make this determination, Bitbuy will engage counsel with expertise in Canadian securities law to assist it with its assessment.

In order to determine whether a crypto asset constitutes a security under Canadian securities law, Bitbuy and its counsel will follow the guidance set out in CSA Staff Notice 46-308 – Securities Law Implications for Offerings of Tokens (“CSA SN 46-308”). Following such guidance will likely involve:

  • considering whether making the crypto asset available for trading on the Platform could involve the distribution of an investment contract;
  • considering whether the crypto asset are securities under one or more of the other enumerated branches of the definition of security or may be a security that is not covered by the non-exclusive list of enumerated categories of securities; and
  • considering the example situations set out in CSA SN 46-308 that have an implication on the presence of one or more of the elements of an investment contract.

In addition to following the guidance set out in CSA SN 46-308, Bitbuy and its counsel will consider:

  • Canadian securities legislation;
  • Canadian case law concerning the definition of a “security” and/or a “derivative” (especially in the context of crypto assets); and
  • statements made by any regulators or securities regulatory authorities Canada, other regulators in member jurisdictions of the International Organization of Securities Commissions or the regulator with the most significant connection to a crypto asset about whether the crypto asset, or generally about whether the type of crypto asset, is a security and/or derivative.

If Bitbuy and its counsel come 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, Bitbuy 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 our platform constitutes a security and/or a derivative may also result in us determining that it is advisable to remove crypto assets from our 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 Bitbuy undertakes when discontinuing support for a crypto asset on the Platform, please see Bitbuy’s Crypto Asset Delisting Policy. Bitbuy’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 Bitbuy 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, Bitbuy 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 Bitbuy 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 Bitbuy 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 Bitbuy 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 Bitbuy. Forks in crypto asset networks could adversely affect users insofar as Bitbuy 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, Bitbuy 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 Bitbuy 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). Bitbuy 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. Bitbuy has sole discretion whether to allow its users to exercise such voting rights

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 Bitbuy’s systems or Bitbuy’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 Bitbuy 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 Bitbuy 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 Bitbuy and its service providers may continue to be subjected to cybersecurity threats that could result in material failures or disruptions in Bitbuy’s business. Bitbuy 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

Bitbuy's reliance on vendors and third-party service providers

Bitbuy’s operations could be interrupted or disrupted if Bitbuy’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, Bitbuy. Bitbuy may also suffer the consequences of such vendors and third-party providers’ mistakes. Bitbuy outsources some of its operational activities and accordingly depends on relationships with many vendors and third-party service providers. For example, Bitbuy 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 Bitbuy relies could interrupt Bitbuy’s operations. Replacing vendors and third-party service providers or addressing other issues with Bitbuy’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 Bitbuy is unable to replace them with other vendors and service providers, particularly on a timely basis, Bitbuy’s operations could be interrupted. Finally, notwithstanding Bitbuy’s efforts to implement and enforce strong policies and practices regarding third-party service providers, Bitbuy 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 Bitbuy’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

Bitbuy 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.