Last updated: July 2023
This agreement is for Clients who onboard with Bifinity UAB
Bifinity UAB is a private company whose legal entity code is 305595206 and whose registered office address is Lvivo str. 25-104, Vilnius, the Republic of Lithuania. Bifinity UAB is registered with the register of legal entities of the Republic of Lithuania as a custodian wallet provider. However, Virtual Assets are not currently regulated products by any authority in the republic of Lithuania and therefore (1) custodial Services of Virtual Assets provided by the Custodian are not subject to any financial services licenses; and (2) the Custodian is not authorized as a financial institution providing any licensed financial services. As a consequence, regulatory protections associated with financial services that are subject to authorization, such as investor or deposit protection schemes, are not available to you in relation to the Services which are subject to these Terms.
In addition to the Services described in these Terms, other additional services listed in Exhibit A (“Additional Services”) may be made available to Clients by the Custodian, at its sole and absolute discretion.
The terms and conditions for the Additional Services set out in the respective Exhibits to these Terms form part of these Terms and are agreed by you by accepting these Terms as described in Article 1.2. If you do not use any Additional Services, then such Additional Services’ terms and conditions will not apply to you. All the provisions of these Terms are applicable for the Additional Services (which for the avoidance of doubt shall include Article 16), unless otherwise expressly provided for in the Additional Terms.
Please read these Terms carefully as they govern your use of the Services. These Terms explain many of your responsibilities to us and our responsibilities to you, how and when these Terms can be terminated and the extent of your and our liability. The Terms, which are currently in force, are always available on https://www.ceffu.com/ltu/en/terms. We urge you to make a copy of these Terms for future reference as they may change from time to time.
Risk Warning. As with any asset, the value of Virtual Assets can fluctuate significantly and there is a material risk of economic loss when buying, selling, holding or investing in Virtual Assets. You should therefore consider whether trading or holding Virtual Assets is suitable for you in light of your financial circumstances.
We are not your broker, intermediary, agent or advisor and we have no fiduciary relationship or obligation to you in connection with any transactions or other activities you undertake when using the Services. We do not provide investment or consulting advice of any kind and no communication or information that we provide to you is intended as, or should be construed as, advice of any kind.
It is your responsibility to determine whether any investment, investment strategy or related transaction is appropriate for you according to your personal investment objectives, financial circumstances and risk tolerance and you are responsible for any associated loss or liability. We do not recommend that any Virtual Asset should be bought, earned, sold or held by you. Before making the decision to buy, sell or hold any Virtual Asset, you should conduct your own due diligence and consult your financial advisor. We are not responsible for the decisions you make to buy, earn, sell or hold Virtual Assets based on the information provided by us, including any losses you incur arising from those decisions.
means all relevant or applicable statutes, laws, principles of equity, rules, regulations, regulatory principles and requirements, notices, orders, writs, injunctions, judgements, bye-laws, rulings, directives, proclamations, circulars, mandatory codes of conduct, guidelines, practice notes and interpretations (whether of a governmental body, regulatory or other authority, or self-regulatory organization of which Custodian is a member), that are applicable to the provision, receipt or use of the Services, or any other products or deliverables provided, used or received in connection with the Services, these Terms, or any Additional Terms.
means anti-money laundering and counter-terrorism financing.
refers to any day except any Saturday, any Sunday, or any day which is a national legal holiday in the Republic of Lithuania.
Custody Account or Account:
refers to the custody accounts, including main accounts and subaccounts, which are opened, controlled and secured by the Custodian to store certain supported Virtual Assets on the Client's behalf and/or for Clients to record their usage of Services, transactions and basic information.
refer to all persons that use Services and who meet the eligibility criteria and conditions stipulated by Custodian.
Digital or Virtual Assets:
means a digital representation of value or rights which may be transferred and stored electronically, using distributed ledger technology or similar technology, including, but not limited to, cryptocurrencies, stablecoins, non-fungible tokens and tokenised derivatives of any other digital asset.
means Government issued currency that is designated as legal tender in its country of issuance through government decree, regulation or law.
means any mobile application developed or provided by us that enables you to use or otherwise access Services.
refer to Virtual Assets custodial services provided to you by Custodian that are based on Internet and/or blockchain technologies and offered via the Website, mobile applications, and other forms (including new ones enabled by future technological development). Specifically, “Services” include one or more supported Virtual Assets Custody Account, enabling you to receive, store, convert and transfer your balances of supported Virtual Assets.
means a person or legal entity who (a) is included in any trade embargoes or economic sanctions list (such as the United Nations Security Council Sanctions List, the list of specially designated nationals maintained by the office of foreign assets control of the U.S. Department of the Treasury (OFAC), or the denied persons or entity list of the U.S. Department of Commerce), or (b) resides, or is established, in any country listed in the List of Prohibited Countries.
refers to our website https://www.ceffu.com including all its sub-domains.
About These Terms
These Terms constitute a legal agreement and create a binding contract between you and the Custodian.
Prohibition of Use
By accessing and using the Services, you represent and warrant that you are not and/or have not been included in any trade embargoes or economic sanctions list (such as the United Nations Security Council sanctions list), the list of specially designated nationals maintained by OFAC (the office of foreign assets control of the U.S. department of the treasury), or the denied persons or entity list of the U.S. department of commerce. The Custodian reserves the right to choose markets and jurisdictions to conduct business, and may restrict or refuse, in its absolute and sole discretion, the provision of Services in certain countries or regions. .
In these Terms:
a singular word includes the plural and vice versa;
a word which suggests one gender includes the other gender;
if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
a reference to a document or an agreement (including a reference to this document) is to that document or agreement as amended, supplemented, varied or replaced;
a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it; and
words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.
As further detailed in Article 6 below, Clients must register and open an Account with the Custodian in order to use our Services.
All Clients shall:
act in good faith and adhere to these Terms, any Additional Regulations as well as other provisions governing the use of our Services, and timely as well as properly fulfill their obligations to us;
provide us with information, documents and data which is accurate, correct, up to date, not misleading and free of viruses or other computer programs or files that could interfere with the normal functioning of the Account and/or Services and/or related applications;
ensure that any unauthorized or suspicious activity on your Account is identified and notified to us as soon as possible. You acknowledge that any breach of security may result in unauthorized access to your Account by third parties and the loss or theft of any Virtual Assets and/or funds held in your Account;
take all reasonable measures necessary to prevent illegal disclosure, appropriation, or use of your data related to transactions in Virtual Assets;
at all times comply with all applicable laws and regulations.
We reserve the right to exercise our discretion at any time to develop, improve, and otherwise modify the Website and/or mobile application and/or the applications comprising your Account or other programs related to our Services provision, the functions and functionality of the Website and/or of our Mobile Application and/or of our system, including, but not limited to quantity of functions (by both increasing and decreasing it), their scope (by both increasing and decreasing it), procedure for use of the Services, scope of data required for your identification and identification procedures etc. We will use our best efforts to publish information about the changes described in this Article on the Website and/or our mobile application. We assume no responsibility for any losses and inconveniences suffered by you and/or any third parties, which may be sustained as a result of exercising our right indicated in this Article.
Account Registration and Requirements
All Clients must complete their Account registration before obtaining access to the Services. Application for Account registration may be submitted through the Custodian’s mobile application. Alternatively, Clients may ask us to contact them by submitting a request through the Contact Us form available on the Website.
You agree to provide complete and accurate information when opening an Account, and agree to notify us immediately, no later than within 10 (ten) calendar days, of any changes to any information you have provided to us in connection with these Terms and/or of any circumstances that have or are likely to have a negative impact on the due discharge of your obligations to us and/or of any circumstances that are material for the performance of these Terms, e.g. names of authorized persons, your name/title, code, registered office address, place and nature of business, email address, shareholders’ structure, restructuring, bankruptcy or liquidation proceedings, etc. At our request, you must submit any documents (originals, duly certified paper copies or scanned copies or in any other form requested by us) supporting such changes in information or circumstances, irrespective of whether such information or documents have been provided to public registers.
The Custodian may, in its absolute and sole discretion and without specifying any reasons, refuse to open an Account for you.
Eligibility, Warranties and Representations
By registering to use an Account and Services, you represent and warrant that:
you have read and commit to be bound by these Terms;
as a legal person, or other organization, you have full legal capacity and sufficient authorizations to enter into these Terms. If you act as an employee or agent of a legal entity, and enter into these Terms on a legal entity’s behalf, you represent and warrant that you have all the necessary rights and authorizations to bind such legal entity;
as a legal person or other organization, you are duly established and operate in a country in which our Services are legally accessible;
you have not been previously suspended or removed from using Services;
you have no tax reporting requirements deriving from the laws of the U.S. or any other country or region where we will be obliged to be registered or licenced locally to provide our Services; nor are you acting on behalf of such persons; nor you or a person you represent reside/is incorporated in a country in which our Services are not legally accessible. In case you are a Canada or Netherlands based person, you understand and acknowledge that you shall not use the Additional Services and that these Additional Services will not be made available to you by us;
your financial status allows you to accept the risks relating to Virtual Assets;
you have provided accurate and complete information and documents requested by us;
your use of Services will not violate any and all laws and regulations applicable to you, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing;
you are not a Restricted Person;
you will not use / intend to use the Services for anything that is unlawful, abusive, malicious or that could disable, overburden, or impair the proper working of the Services or may hurt our reputation or otherwise pose any threat to us;
at all times you comply with these Terms, any Additional Regulations as well as all applicable laws and regulations;
any and all actions (transactions) performed by you using your Account or our Services, the use of our other Services and/or discharge of other provisions of these Terms shall be valid and shall have the same legal effect as the actions (transactions) formalized by a paper document signed by you, and if you are acting on behalf of a legal entity, then also by a paper document signed by you and endorsed with the stamp or seal of such entity, if any;
you have sufficient knowledge relating to Virtual Assets to use our Services, and understand that you are solely responsible for determining the nature, potential value, suitability, risks and appropriateness of our Services;
all Virtual Assets owned by you are yours and have been obtained from legitimate sources.
By registering for an Account and/or using the Services, you represent and warrant that all of the above is true and accurate on the day of registering for an Account and shall remain true and accurate until you cease to use our Services.
During the term of these Terms, the Custodian: (i) shall maintain a business continuity plan that will support its ability to conduct business in the event of a significant business disruption and (ii) may offer to the Clients’ Virtual Asset benefits from the internal Secure Asset Fund for Users (SAFU) in accordance with its internal policy.
Clients Identity Verification
By registering for an Account, you agree to provide required entity and/or personal information for entity and identity verification. Such information will be used to verify your identity, identify traces of money laundering, terrorist financing, fraud and other financial crimes, or for other lawful purposes stated by Custodian.
In addition to providing such information, you agree to allow us to keep a record of that information during the period for which your account is active and for regulatory necessary after your account is closed, or such other period as prescribed by applicable law. You also authorise us to make enquiries, whether directly or through third parties, that we consider necessary to verify your identity, and that of any permitted users, or protect you and/or us against fraud, money laundering, terrorist financing or other financial crime, and to take any action we deem necessary based on the results of such enquiries. When we carry out enquiries, you acknowledge and agree that your personal information, and that of any permitted users, may be disclosed to identity verification, compliance data recordation, credit reference, fraud prevention, or financial crime agencies and that these agencies may respond to our enquiries in full.
In order for you to obtain an Account and access our Services, we have to be satisfied with the outcome of any identity, fraud and background checks including but not limited to all other AML/CTF checks which we may conduct in relation to you at any time during the term of your relationship with us.
If we have any grounds for believing that any of the information or documents you provided are incorrect, false, outdated or incomplete, the Custodian reserves the right to send you a notice to demand correction, directly delete the relevant information, and, as the case may be, terminate all or part of Services we provide to you.
If we are unable to reach you with the contact information you provided, you shall be fully liable for any loss or expense caused to the Custodian as a direct or indirect result of that inability.
You acknowledge and agree that you have the obligation to update all the information, if there is any change, in a timely manner, as described in Articles above.
We have the right to terminate a business relationship with you and/or a legal entity you represent at any time if we determine that we are not satisfied with the outcome of any identity, fraud and background checks including all other AML/CTF checks.
Information sharing. We may be required under applicable law or under Additional Services features to share information about your Account and Account history with third parties or within the Binance Group. You acknowledge and agree that we are entitled to disclose such information.
We have the right to request any additional information about your end-users as we deem it necessary or to comply with any applicable laws.
You are required to complete certain AML/CTF identification and identity verification procedures before you are permitted to start using our Services.
We seek to comply with all relevant legal requirements in the field of AML/CTF. For the purposes of know-your-customer, it is necessary for us to obtain from you and retain the required documents, information and data confirming your identity and/or the identity of a legal entity you represent and any other relevant documents and/or information.
We will perform an identification and a risk assessment procedure of/on you and/or a legal entity you represent.
For the purpose of identification and risk assessment, you must submit to us the required information and documents. We shall have the right to take other legitimate measures for the purpose of identification and risk assessment of you and/or a legal entity you represent. Failure to submit required information and/or documents or provision of incorrect or incomplete information and documents, or failure to comply with our other instructions will result in our Services being unavailable to you.
At the moment of establishing a business relationship with us and/or before and/or after the execution of any particular transaction in Virtual Assets, we shall have the right to demand from you any documents and/or information, including, but not limited to those confirming the legal grounds as well as sources (origin) of your Virtual Assets and other assets and the purpose and planned nature of your business relationships with us, the nature of business and management (shareholding) structure of a legal entity you represent, beneficial owners and/or other documents and information to the extent necessary for us to adequately fulfill the requirements of relevant legal acts in the field of AML/CTF.
You may also be required to undergo additional (enhanced) due diligence, where we may request that you submit additional information about yourself or your business, provide relevant records, and arrange for meetings with our staff so that we may, among other things, establish the source of your wealth and source of Virtual Assets for any transactions carried out in the course of your use of our Services. We reserve the right to charge you costs and fees associated with such additional due diligence.
We shall have the right to restrict or terminate the provision of our Services if, before and/or after the execution of any particular transaction in Virtual Assets, you do not submit to us or avoid, or refuse to submit to us the requested documents and/or information, or conceal the requested documents and/or information, or provide incorrect or incomplete requested information, or otherwise fail to comply with any other instructions we give.
We shall have the right to verify the information provided by you using reliable and independent sources of information and other lawful methods. You authorize us to make enquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such enquiries. You acknowledge and agree that we may disclose your personal information to credit reference, fraud prevention or financial crime agencies which we use to assist with the enquiries. This is an identity check only and should have no adverse effect on your credit rating. Additionally, we may require you to wait for some amount of time after the completion of a transaction before permitting you to use further Services and/or before permitting you to engage in transactions beyond certain volume limits.
We shall monitor your transactions and in the case of a suspicious and/or unusual operation or transaction, we shall have the right to suspend it, including, but not limited to, the suspension or withdrawal of your Virtual Assets, for a certain period of time. This includes any decision we take to suspend a transaction where we reasonably believe that its acceptance would, or is reasonably likely to, expose us or any affiliate to any liability (contingent or otherwise) or where we consider that the acceptance or transfer of the Virtual Asset may involve or result in a violation of any applicable law. In that case, we shall not be liable to you for any default on any contractual obligations and/or for any damages or losses sustained by you.
We shall have a general duty to report any suspicious activity identified during the business relationship with you to the relevant authorities as well as other reporting duties deriving from relevant legal acts. We shall not be liable to you for the execution of such duties.
We shall be entitled to terminate a business relationship with you and/or a legal entity you represent at any time if we determine that continuing such a business relationship with you and/or a legal entity you represent exposes us to a money laundering and/or terrorist financing risk that we no longer deem acceptable.
Account Usage Requirements
The Account can only be used by the Account registrant. The Custodian reserves the right to suspend, freeze or cancel the Account if used by persons other than the Account registrant. If you suspect or become aware of any unauthorized use of your Account, you should notify us immediately. The Custodian assumes no liability for any loss or damage arising from the use of the Account and/or Services by you or any third party with or without your authorization.
The Custodian is committed to maintain the security of Virtual Assets entrusted to the Custodian by Clients and has implemented industry standard protection for the Services offered, however, the actions of individual Clients may pose risks.
You agree to treat your access credentials (such as Client's Name and password) as confidential information, and not to disclose such information to any third party. You also agree to be solely responsible for taking the necessary security measures to protect your Account and personal information.
You are responsible for keeping the electronic device through which you access our Services safe and maintaining adequate security and control of any and all security details that you use to access our Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of such an electronic device and ensuring that such an electronic device is both encrypted and password protected.
Any loss or compromise of your electronic device or your security details may result in unauthorized access to your Account by third parties and the loss or theft of any of your Virtual Asset. You must always keep your security details safe. For example, you should not write them down or otherwise make them visible to others.
You are solely responsible for keeping your Account and password safe, and are responsible for all the transactions under your Account. The Custodian assumes no liability for any loss or consequences caused by authorized or unauthorized use of your account credentials, including but not limited to information disclosure, information release, etc. You are fully responsible for any possible adverse consequences.
We reserve the right to terminate or suspend the use of your Account if we believe that the security of your Account has been compromised or we suspect unauthorized or fraudulent use of your Account. This includes any decision by us to suspend the use of your Account if we reasonably believe that the continued use of the Account and/or the Services would or is likely to expose us or any of our affiliates to any liability (contingent or otherwise) or if we believe that the continued use of the Account and/or the Services may involve a violation of or result in non-compliance with any applicable law. We will not be liable to you for any loss incurred by you as a result of our suspending your access to your Account and will not be liable to you for any damages or compensation in such circumstances.
By creating the Account, you hereby agree that:
you will notify us immediately if you are aware of any unauthorized use of your Account or any other violation of security rules;
you will strictly abide by all mechanisms or procedures of the Custodian regarding security and authentication; and
you will take appropriate steps to log out from your Account at the end of each visit.
Login to your Account
Login to your Account requires verification of your email, access credentials such as Client's Name, password as well as successful completion of two factors authentication. More information on this may be found on our mobile application.
Clients are solely responsible for keeping electronic devices through which our Services are accessed safe and maintaining adequate security and control of any and all security details that are used to access our Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of said electronic devices and ensuring that said electronic devices are encrypted and password protected. Any loss or compromise of personal electronic devices or security details may result in unauthorized access of a Client’s Account by third parties and the loss or theft of any Virtual Asset held therein. The Custodian shall not be responsible and liable for any such adverse consequences.
Upon completion of the registration and identity, AML/CTF verifications for your Account, you may use Services in accordance with the provisions of these Terms (including Additional Regulations and other individual agreements). The Custodian, in its sole absolute discretion, has the right to:
provide, modify or terminate any Services; and
allow or prohibit any Clients’ use of any Services.
For the purposes of Services’ provision, you authorize us to take any actions that we deem necessary to provide our Services to you and to comply with any applicable law and these Terms.
We reserve the right to set at any time the minimum and the maximum amounts of Virtual Assets to be received, stored, converted and transferred in a given period by indicating such restrictions on the Website and/or mobile application and/or your Account.
The amount of time required to process a receipt or transfer transaction in Virtual Assets will depend on various factors, including the performance of third parties. Once submitted to a Virtual Assets network, a Virtual Asset transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Virtual Asset network. A Virtual Asset transaction is not complete while it is in a pending state. Virtual Assets associated with Virtual Assets transactions that are in a pending state will be still shown in your balance of Virtual Asset with the Custodian (until Virtual Assets transaction is completed) – please be aware of this while checking your current balance. We make no guarantee as to when the received Virtual Assets will appear in your Account as well as when the transferred Virtual Assets will reach the payee.
Service Usage Guidelines
Provided that you comply with the express terms and conditions stated in these Terms, the Custodian grants you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access and use Services through your computer or Internet compatible devices for your personal/internal purposes.
You are prohibited to use Services for resale or commercial purposes, including holding Virtual Assets on behalf of other persons or entities, unless you are their authorized representative and this is properly disclosed to us. The above acts are expressly prohibited and constitute a material violation of these Terms. The content layout, format, function and access rights regarding Services should be stipulated at the discretion of the Custodian. The Custodian reserves all rights not expressly granted in these Terms. Therefore, you are hereby prohibited from using Services in any way not expressly authorized by these Terms.
These Terms only grant a limited license to access and use Services. Therefore, you hereby agree that when you use Services, the Custodian does not transfer Services or the ownership of intellectual property rights of any of the Custodian’s intellectual property to you or anyone else. All the text, graphics, Clients interfaces, visual interface, photos, sounds, process flow diagrams, computer code (including HTML code), programs, software, products, information and documents, as well as the design, structure, selection, coordination, expression, look and feel, and layout of any content included in the Services or provided through the Services, are exclusively owned, controlled and/or licensed by Custodian or related companies, licensors or affiliates.
The Custodian owns any feedback, suggestions, ideas, or other information or materials (hereinafter collectively referred to as “Feedback”) about Custodian or Services that you provide through email, Services, or other ways. You hereby transfer all rights, ownership and interests of the Feedback and all related intellectual property rights to the Custodian. You have no right and hereby waive any right to acknowledgment of or compensation based on any feedback or any modifications arising directly or indirectly from any feedback.
When you use the Services, you agree and undertake to comply with the following provisions:
during the use of Services, all activities you carry out must comply with the requirements of applicable laws and regulations, these Terms, and various guidelines of the Custodian;
Your use of Services should not violate public interests, public morals, or the legitimate interests of others, or interfere with, disrupt, negatively affect, or prohibit other Clients from using Services;
Without prior written consent from the Custodian, you may not modify, replicate, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any copyright statement or label, or license, sub-license, sell, mirror, design, rent, lease, private label, grant security interests in the properties or any part of the properties, or create their derivative works or otherwise take advantage of any part of the properties;
you may not (i) use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of the properties, or replicate or bypass the navigational structure or presentation of Services in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided through Services; (ii) attempt to access any part or function of the properties without authorization, or connect to Services or any Custodian’s servers or any other systems or networks of any Services provided through the Services by hacking, password mining or any other unlawful, abusive or prohibited means; (iii) probe, scan or test the vulnerabilities of Services or any network connected to the properties, or violate any security or authentication measures on Services or any network connected to Services; (iv) reverse look-up, track or seek to track any information of any other Clients or visitors of Services; (v) take any actions that impose an unreasonable or disproportionately large load on the infrastructure of systems or networks of Services or the Custodian, or the infrastructure of any systems or networks connected to Services; (vi) use any devices, software or routine programs to interfere with the normal operation of Services or any transactions on Services, or any other person’s use of Services; (vii) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to Custodian, or (viii) use Services in an illegal way.
By accessing Services, you agree that the Custodian has the right to investigate any violation of these Terms, unilaterally determine whether you have violated these Terms, and take actions under applicable laws and regulations without your consent or prior notice. Examples of such actions include, but are not limited to:
blocking and closing order requests for the transfer of your Virtual Assets;
freezing your account and related Virtual Assets;
reporting the incident to the authorities;
publishing the alleged violations and actions that have been taken;
deleting any information you published that are found to be violations.
It is strictly prohibited to use any of the Services for any of the following:
to conduct or engage in any illegal or unlawful activity;
to hide or disguise the proceeds of any illegal or unlawful activity;
to engage in any fraudulent or malicious activity;
to control or use an Account that is not yours;
to allow anyone who is not a duly authorized person to have access to or use your Account;
to act in a way which imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any our system, data, or information;
to transmit or upload any material to our system or the Website or the mobile application that contains viruses, trojan horses, worms, or any other harmful or deleterious programs;
to attempt to gain unauthorized access to our system or the Website or the mobile application, Accounts of other Clients, computer systems or networks connected to our system or the Website or the mobile application, through password mining or any other means;
to use the Account information of another Clients to access or use our system or the Website or the mobile application;
to infringe on our proprietary intellectual property;
to conduct or engage in activity in a way that we reasonably believe might harm our ability to provide our Services;
to engage in any other use or activity that breaches these Terms or is not in conformity with sustainable activities of Custodian, ensuring of human rights, transparency, gender equality, moral and ethics, or other activity deemed unacceptable by Custodian.
We reserve the right, without any prior notice or explanation, to refuse any person from using our Services or to terminate an existing relationship with anyone if we have a reasonable doubt that the activity being carried out by that person/you is in violation of the prohibitions specified in this Article.
We also reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request.
The Custodian may provide an Application Programming Interface (“API”) which enables the Client to integrate custodian Services within its own application.
The Custodian reserves the right to add or suspend or delete some of the Services provided through the API in its sole discretion.
The Custodian grants a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to use the API solely for the purposes of the custodian Services described above and subject to the Client’s compliance with these Terms and any other agreement between the parties.
The Client undertakes to not misuse the API notably by (i) interfering with or disrupting the API or the servers or networks providing the API, (ii) reverse engineering or disassembling any aspect of the Website or the API in an effort to access any source code, underlying concepts and algorithms, (iii) performing any unauthorized vulnerability, penetration or similar testing on the API, (iv) sublicensing an API for use by a third party, or (v) using the API or data provided through the API for any other purpose.
In order to use the API, the Client must create its own API Key and Secrets by logging into its Custody account.
The Client agrees that (i) the access and use of the API are entirely at its own risk, (ii) loss of API Key and Secrets may result in critical losses, (iii) it needs to manage its own security control and risk management in order to protect its API usage and (iv) the Client understands and agrees that it is responsible for any and all orders, trades, and other instructions entered into advanced trading including identifiers, permissions, passwords, and security codes associated with their account.
The Custodian is not responsible for any liabilities that the Client incur as a result of the use of the API or actions you take based on the API.
The Custodian has the right to immediately suspend or terminate Client’s access to the API without notice if the Custodian believes you are in violation of the Terms or any other agreement which may be in place between the parties.
The Custodian may, at its sole discretion, set limits on the number of API calls that the Client is able to make. The Client acknowledges and agrees that if the limits are exceeded, the Custodian may moderate the Client’s activity or cease offering access to the API in its sole discretion.
The Custodian shall provide following wallet Services:
Qualified Wallet. The Custodian shall provide one or more individual on-chain addresses dedicated to the Clients (“Qualified Wallet”), secured by the Custodian, to store certain supported Virtual Assets on Client's behalf. The Virtual Assets held to the credit of the Client's Qualified Wallets are not treated as the assets of the Custodian. The Virtual Assets stored in Client's Qualified Wallet are segregated from Virtual Assets that Custodian custodies for its other Clients or Virtual Assets of Custodian.
Within the Qualified Wallet, the keys shares giving access to the Virtual Assets are managed across different geographical regions and held by the Custodian's employees.
Prime Wallet. The Custodian may provide access, at the Client's request, to the omnibus wallet, with individual deposit addresses and centralized withdrawal addresses, operated by the Custodian in connection with the MirrorX Service in which Virtual Assets of one Client are pooled together with those held by the Custodian for other Clients (“Prime Wallet”). The Virtual Assets deposited in the Prime Wallet shall be held on trust by the Custodian in accordance with the MirrorX Declaration of Trust (as defined in Exhibit C).
Co-sign Wallet. The Custodian may provide, at Client’s request, up to three separate wallets with individual on-chain addresses dedicated to the Client, where the Client retains control over one key share, while the other two key shares are retained by the Custodian (“Co-sign Wallet”). Two key shares out of three key shares are required to sign a transaction. The Virtual Assets stored in Client's Co-Sign Wallet are segregated from Virtual Assets that Custodian custodies for its other Clients or Virtual Assets of Custodian.
Key share held by Client: This will be generated on the Client’s device and managed solely by the Client. In the event that the Client loses the key share or the device holding the key share, the Custodian will require the Client’s representative to provide the Custodian with a signed directors’ resolution confirming the request before the Custodian will proceed with reissuing a new key share. You acknowledge and agree that you are solely responsible for any losses suffered by you and/or any third parties, which may be sustained as a result of you losing your key share or the device holding the key share. This includes but is not limited to losses as a result of your key share being compromised.
Key shares held by Custodian: This will be managed across the Custodian’s different servers. Under ordinary circumstances, the Custodian will not utilize the third key share. The third key share shall only be utilized in the event that the Client loses their key share or the device holding the key share.
Receiving Virtual Assets
Upon completion of the registration and identity, AML/CTF verifications for your Account, you may receive supported Virtual Assets to your dedicated deposit wallet address held with the Custodian in accordance with the provisions of these Terms and any Additional Regulations.
Each Client has his dedicated deposit wallet address, which is visible on the Client's Account (deposit page of Custodian mobile application).
Each Client can choose to have multiple deposit wallets.
A Client, having noticed that Virtual Assets have been credited to its Account by mistake or in other ways that have no legal basis, is obliged to immediately notify the Custodian. The Client has no right to dispose of Virtual Assets that do not belong to him and must follow the Custodian’s instructions with respect to any Virtual Assets received without legal basis.
Storing Virtual Assets
The Client’s Virtual Assets shall be held and stored by the Custodian. The Custodian may rely on technology and a platform provided by a third party to provide Services. Any relations regarding holding and storing Client’s Virtual Assets shall be between a Client and the Custodian only.
The Client may store different supported Virtual Assets with the Custodian. By keeping different Virtual Assets in the Account, the Client undertakes responsibility for possible depreciation of different Virtual Assets due to fluctuations in the price of such Virtual Assets and shall not have a right to raise claims against the Custodian in this respect. The list of currently supported Virtual Assets is available at the dashboard of the mobile application.
In order to check the current balance of Virtual Assets, the Client should log in to their Account.
If any type of Virtual Asset is going to be delisted, the Custodian, where possible, will give advance notice to the Client to transfer/withdraw its Virtual Assets that are subject to delisting. If the Client does not transfer/withdraw its Virtual Assets that are subject to delisting by the time specified in the Custodian’s advance notice, then the Custodian shall have the right to convert such Virtual Assets into USDT based on predefined 7-days average price on CoinMarketCap (https://coinmarketcap.com/).
The Client may select to view its Virtual Assets balance in different Fiat Currencies. The Client acknowledges that (i) the Fiat Currencies displayed may be used for information purpose only; (ii) the Custodian does not guarantee the accuracy of the fiat currency data vis-a-vis the exchange rates that the Client may get from other market value information sources, (iii) and the Custodian only holds the Virtual Assets and not the displayed amount of fiat currencies.
Transferring Virtual Assets
In order for a Client to initiate the transfer of its Virtual Assets with the Custodian, the Client must submit a transfer request to the Custodian. The transfer request may require the approval of multiple approvers in the Client’s systems before it is submitted to Custodian, according to pre-set rules, and it must specify the type and amount of Virtual Asset to be transferred, the payee's wallet address and any other details we may request from you. The Custodian will only process transfer requests to whitelisted addresses. Once the transfer request is received and confirmed by the Custodian, the transfer transaction will be approved in accordance with the respective wallet signing rules and thresholds. Once approved, the transfer transaction cannot be canceled, reversed or modified and will be executed on the blockchain (broadcast to the relevant Virtual Asset network).
Subject to Exhibit B and unless otherwise agreed between the Client and the Custodian, each transfer must be initiated by the Client and a transfer request must pass the respective multi-approval scheme set by the Client to be submitted to the Custodian.
We will process transfers in accordance with the requests we receive from you – please verify all transaction information prior to submitting the transfer requests to us. We do not guarantee the identity of any Client, receiver, requestee or other third party and we will have no liability or responsibility for ensuring that the information you provide is accurate and complete.
Custodian reserves the right to refuse to process or to execute any pending Virtual Assets transactions, if the Custodian reasonably believes that the processing of the transaction would or is likely to expose us or any of our affiliates to any liability (contingent or otherwise) or may be in contravention of applicable law. We may also refuse to process or cancel any pending Virtual Asset transaction as required by law, regulation or any court or other authority to which the Custodian is subject in any jurisdiction, including but not limited to instances where there is suspicion of money laundering, terrorist financing, fraud, or any other financial crime.
The Client acknowledges and agrees that during the provision of the Services, the Client’s Virtual Assets that are allocated to be transferred may, for the purposes of Virtual Assets’ transfer, be commingled with other Clients’ Virtual Assets to be transferred.
Transactions in Virtual Assets are irreversible and the Client is fully responsible for specifying the correct wallet address of payee - the Client who made a transfer in Virtual Assets bears all risks of losses attached thereto. The Custodian cannot retrieve the Virtual Assets if the Client erroneously transfers its Virtual Assets into the wrong wallet address. We take no responsibility and no liability for transfers erroneously made by the Clients.
We shall charge you and you agree and undertake to pay us the fees for the Services and Additional Services as specified in a separate fees letter.
The Custodian reserves the right to update the fees applicable to various Services and Additional Services at any time. The Custodian will inform the Client at least 7 days in advance of any updated fees and the effective date they become applicable for any Service and Additional Services provided by the Custodian. Unless otherwise specified or notified, the updated fees will come into effect immediately upon publication. By continuing to use the Services and Additional Services, you agree and undertake to pay us the updated fees.
Please ensure that the required fees due from you are available to us on the due date. We reserve the right to suspend the provision of our Services and Additional Services to you until such fees due will be paid to us.
Supported Virtual Assets
Our Services are available only in connection with those Virtual Assets that we support, and this may change from time to time. The Client should inquire the Custodian as to the specific Virtual Assets supported.
Under no circumstances should you attempt to use your Account to receive, store or transfer Virtual Assets in any form that we do not support. We assume no responsibility or liability in connection with any attempt to use your Account for Virtual Assets that we do not support. You acknowledge and agree that we bear no responsibility and are not liable for any unsupported Virtual Assets that are sent to a wallet associated with your Account.
We may in our absolute and sole discretion terminate support for any Virtual Asset. We will provide you no less than 7 calendar days’ notice via email to announce the end of such support. If you do not transfer such Virtual Asset from your Account during this time, we reserve the right to withdraw such Virtual Assets from your Account and credit your account with the market value of a supported Virtual Asset (which denomination will be selected in our absolute and sole discretion).
You acknowledge and agree that supplemental protocols and/or other functionalities are excluded from Accepted Virtual Asset and that we have no liability for any losses related to supplemental protocols This exclusion includes but is not limited to: metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins or other functionality, such as staking, protocol governance, and/or any smart contract functionality, which may supplement or interact with a supported Virtual Asset. Do not use your Account to attempt to receive, store, transfer or engage in any other type of transaction or functionality involving any such supplemental protocols, as the Account is not configured to detect, secure, or process these transactions and functionalities. Any attempted transactions in such items will result in loss of the item.
Virtual Asset Protocols
We do not own or control the underlying software protocols which govern the operation of Virtual Assets supported by us. Generally, the underlying protocols are ‘open source’ and anyone can use, copy, modify, and distribute them.
We assume no responsibility for the operation of the underlying protocols and we are not able to guarantee the functionality or security of network operations. You acknowledge and accept the risk that underlying software protocols relating to any Virtual Asset you store in your Account may change.
In particular, the underlying protocols are likely to be subject to sudden changes in operating rules (including “forks”). Any such material operating changes may materially affect the availability, value, functionality, and/or the name of the Virtual Asset you store in your Account. We do not control the timing and features of these material operating changes. It is your responsibility to make yourself aware of upcoming operating changes and you must carefully consider publicly available information and information that may be provided by the Custodian in determining whether to continue to transact in the affected Virtual Asset using your Account. In the event of any such operational change, we reserve the right to take such steps as may be necessary to protect the security and safety of Virtual Assets held on Accounts, including temporarily suspending operations for the involved Virtual Asset, and other necessary steps; we will use our best efforts to provide you notice of our response to any material operating change; however, such changes are outside of our control and may occur without notice to us. Our response to any material operating change is subject to our absolute and sole discretion and includes decisions not to support any new Virtual Asset, fork, or other actions.
You acknowledge and accept the risks of operating changes to Virtual Asset protocols and agree that we are not responsible for such operating changes and are not liable for any loss of value you may experience as a result of such changes in operating rules. You acknowledge and accept that we have absolute and sole discretion to determine our response to any operating change and that we have no responsibility to assist you with unsupported Virtual Asset or protocols.
Availability and Accuracy of our Services
Access to our Services may be restricted, limited, degraded or unavailable for a variety of reasons. This could result in limitations on access to your Account, including the inability to initiate or complete transactions in Virtual Assets and may also lead to delays in support response times.
We do not guarantee that our Services will be available without interruption, and we do not guarantee that any transaction in Virtual Assets will be executed or that your Account will be accessible at all times.
Links to third party materials (including without limitation any websites and mobile applications) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible and liable for any aspect of the information, content, or Services contained in any such third-party materials accessible from or linked to the Website, our mobile application and your Account.
Disclaimer of Warranties
No representation or warranty. The Services and any information provided on the website are provided on an “as is” and “as available” basis without any representation or warranty, whether express or implied, to the maximum extent permitted by applicable law. Specifically, we disclaim any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any representations or warranties that access to your Account, the Services, or any of the materials contained therein, will be continuous, uninterrupted, timely or error-free.
Suspension of access. We may, from time to time, suspend access to your Account and/or the Services, for both scheduled and emergency maintenance.
Third-party websites. Links to third-party websites (including, without limitation, content, materials, and/or information in the third-party websites) may be provided as a convenience but they are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the content, materials, information or services contained in any third-party websites accessible or linked from the website.
Network access and compatibility. You are responsible for obtaining the data network access necessary to use the Services. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services. We do not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. The Services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.
Limitations of Liability
Neither we, nor any affiliate or service provider, or their respective officers, directors, agents, employees and representatives, will be liable for any amount greater than the fees paid by you under these Terms in the twelve-month period immediately preceding the event giving rise to the claim for liability.
Limitation of Loss
Notwithstanding any other Article or sub-provision in these Terms, in no event shall we, any affiliates or our service providers, or any of our or their respective officers, directors, agents, employees or representatives, be liable for any of the following types of loss or damage arising under or in connection with this Agreement or otherwise:
any loss of profits or loss of expected revenue or gains, including any loss of anticipated trading profits and/or any actual or hypothetical trading losses, even if we are advised of or knew or should have known of the possibility of the same;
any loss of or damage to reputation or goodwill; any loss of business or opportunity, customers, or contracts; any loss or waste of overheads, management, or other staff time; or any other loss of revenue or actual or anticipated savings, even if we are advised of or knew or should have known of the possibility of the same;
any loss of use of hardware, software or data and/or any corruption of data; including but not limited to any losses or damages arising out of or relating to any inaccuracy, defect or omission of Virtual Asset price data; any error or delay in the transmission of such data; and/or any interruption in any such data;
any losses, damages, liabilities, costs or expenses whatsoever suffered or incurred by you in connection with any Service performed or action taken under these Terms unless caused by our gross negligence, wilful default or fraud; and/or
any loss or damage whatsoever which is in excess of that which was caused as a direct result of our breach of these Terms (whether or not you are able to prove such loss or damage).
However, nothing in these Terms purports to exclude or limit liability which cannot be excluded or limited under applicable law.
You agree to indemnify us, any affiliate, and each of our or their respective officers, directors, agents, employees and representatives, in respect of any liabilities, losses and costs (including attorney fees and any fines, fees or penalties imposed by any regulatory authority) that have been reasonably incurred in connection with any claims, demands or damages arising out of or related to your breach and/or our enforcement of these Terms or any of our policies, or your violation of any law, rule or regulation or the rights of any third party.
Custody and bankruptcy
The Custodian undertakes, as long as the Virtual Assets are held in the Qualified Wallet or Co-Sign Wallet and are, by matter of fact and technology, segregated from the Custodian owns assets and other Custodian Client assets, that these Virtual Assets are not part of the Custodian insolvency estate according to the Governing Law.
Please be aware that all official announcements, news, promotions, competitions and airdrops will be listed on our Website.
Clients undertake to refer to these materials regularly and promptly. The Custodian shall bear no liability in relation to losses incurred by Client and arising from ignorance or negligence of the announcements.
Termination of Agreement
Suspension of Accounts
the Account or further use of the Account is subject to any pending, ongoing or threatened litigation, investigation, or judicial, governmental or regulatory governmental proceedings and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity;
we detect unusual activities in the Account;
we detect unauthorized access to the Account;
we are required to do so by applicable law, or any court order or command to which we are subject in any jurisdiction; and/or;
there are any circumstances specified in the Article below (“Cancellation of Accounts”).
Cancellation of Accounts
In case of any of the following events, the Custodian shall have the right to immediately and unilaterally terminate these Terms by canceling your Account, and shall have the right but not the obligation to permanently freeze (cancel) the authorizations of your Account and withdraw the corresponding Account thereof:
we are required to do so by a court order or command by a regulatory/government authority, or by legal acts;
after the Custodian terminates Services to you;
you allegedly register or register in any other person’s name as our Clients again, directly or indirectly;
the information or documents that you have provided to the Custodian is untruthful, inaccurate, outdated, misleading or incomplete;
you do not provide, conceal, avoid, or refuse to provide any required information or documents to us, or submit documents where the veracity or authenticity is in doubt, or the submitted documents and/or information are not in conformity with requirements established by legal acts and/or the Custodian;
you fail to provide sufficient evidence and/or documents supporting the lawful basis of the acquisition and/or the source (origin) of your Virtual Assets and/or other assets and/or any previously (currently) performed transactions, and/or avoid or refuse to provide the aforementioned evidence and/or documents, and/or there being other circumstances that indicate you are (or may be) related to money laundering and/or terrorist financing;
you fail to notify the Custodian about changes in the information provided to the Custodian and/or about the circumstances which have or are likely to have a negative impact on the due discharge of your obligations to the Custodian and/or of any circumstances that are material for the performance of these Terms and/or, upon the Custodian’s request, fail to submit the documents supporting such information or circumstances;
you have defaulted on your obligations assumed and/or representations and warranties made under these Terms and/or to other creditors and/or no longer meet the eligibility requirements laid down in these Terms;
you by your unlawful or abusive acts have inflicted losses on us and/or have caused a real threat of such losses and/or damaged the reputation of the Custodian;
in our opinion, you engage in the field of activity with a high level of risk of money laundering and/or terrorist financing;
according to the information available to the Custodian, you are related or were related in the past to criminal organizations;
you are or were prosecuted or convicted for criminal offenses or misdemeanors;
according to the information available to the Custodian, you are related or were related in the past with activities prohibited by international or national legal acts (e.g., trafficking in people, trafficking in human organs, exploitation of children, smuggling, illicit trade in weapons, ammunition or explosives, illegal trade in narcotic or psychotropic substances, prostitution, management of brothels, etc.);
according to the information available to the Custodian, you engage in activities without holding the required licenses or other authorizations issued by competent public authorities (e. g. organization of games of chance, trade in precious stones and/or precious metals, etc., without holding the required licenses (authorizations);
you use the Services for illegal, fraudulent and/or unfair activities;
you are included in the list of persons who are suspected of local or international terrorism and/or terrorist financing;
you are a person who is subject to sanctions for any reasons or who is established in a country that is subject to sanctions;
you are from a country that is not a member of the Financial Action Task Force (“FATF”) for Combating Money Laundering and Terrorist Financing or of the international organization that has the FATF observer’s status and engages in the activities of combating money laundering and terrorist financing;
you engage (or plan to engage) in another activity that is not in conformity with: sustainable activities of the Custodian, ensuring of human rights, transparency, gender equality, moral and ethics, or other activity deemed unacceptable by the Custodian;
you are a person whose Account is used by third parties without legal grounds, or, in our opinion, the Virtual Assets held in or credited to such Account do not belong to you, except where there is a special agreement between you and us;
you have registered (created an Account) in our system more than once, except with our permission;
we have concerns about the security of your Account, or we suspect that you use our Services in a fraudulent, abusive or unlawful manner;
your Account is subject to any pending litigation, investigation and/or we perceive a risk of regulatory non-compliance associated with your Account;
when these Terms are amended, you state your unwillingness to accept the amended Terms by applying for cancellation of your Account or by other means;
you request that Services be terminated; and/or
any other circumstances where the Custodian deems it should terminate Services.
Should your Account be terminated, the Account and transactional information that meet data retention standards will be securely stored for eight (8) years.
If a transaction is unfinished during the Account termination process, the Custodian shall have the right to notify your counterparty of the situation at that time.
You acknowledge that a Clients-initiated account cancellation (including the right to erasure under General Data Protection Regulation 2016/679 or other equivalent regulations) will also be subjected to the termination protocol stated above.
If the Custodian is informed that any Virtual Assets held in your Account are stolen or otherwise are not lawfully possessed by you, the Custodian may, but has no obligation to, place a hold on the affected Virtual Assets and your Account. If the Custodian does lay down a hold on some or all of your Virtual Assets or Account, the Custodian may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to the Custodian has been provided to the Custodian in a form acceptable to the Custodian. The Custodian will not involve itself in any such dispute or the resolution of the dispute. You agree that the Custodian will have no liability or responsibility for any such hold, or for your inability to manage your Virtual Assets held with the Custodian or execute any transactions during the period of any such hold.
You shall have the right to terminate these Terms (and close your Account) unilaterally and for any reason by giving us one (1) month’s emailed notice, sent to : email@example.com in advance.
Remaining Funds After Account Termination
The Client is fully responsible for a transfer/withdrawal of his Account remaining balance prior to his Account being closed/withdrawn. If the Account is closed/withdrawn and the value of remaining balance for each token/coin is less than EUR 10, then such remaining balance(s) shall pass to the Custodian as a termination fee. If Account is closed/withdrawn and the value of the remaining balance for at least one token/coin is more than EUR 10, then the Custodian shall continue to apply its fees to such remaining balance(s) and shall have a right to deduct applicable fees directly from such remaining balance(s) until the value of remaining balance for each token/coin becomes less than EUR 10 (and automatically passes to the Custodian as a termination fee) or a Clients specifies where such remaining balance(s) should be transferred (provided that such proposed transfer(s) complies with our risk protocols), whichever is earlier.
Remaining Funds After Account Termination Due to Fraud, Violation of Law, or Violation of These Terms
The Custodian takes over full custody of the Virtual Assets and Client’s data/information which may be turned over to governmental authorities in the event of Accounts’ suspension/closure arising from fraud investigations, investigations of violation of law or violation of these Terms.
This Article has priority over the above Article (Remaining Funds After Account Termination).
Consequences of Account Cancellation
Once an Account is closed/withdrawn and these Terms are terminated: (i) all rights granted herein shall terminate immediately; (ii) the Client shall promptly return to the Custodian, or destroy and certify the destruction of all Confidential Information to the Custodian, if any; (iii) any provision of these Terms that by its very nature or context is intended to survive any termination, cancellation hereof, shall so survive; and (iv) all other performance obligations of both Parties under these Terms shall cease.
We shall not be held liable for consequences arising after we legally suspend or restrict the provision of our Services, suspend, close or restrict your Account or terminate these Terms.
Termination of the Terms shall not exempt you from the due discharge of all your obligations to us arising before the date of termination.
Transactions initiated under the Terms before their termination shall be completed in accordance with the provisions of the Terms applicable before their termination, unless otherwise agreed by you and us.
The termination of these Terms shall always result in the closure of the respective Account.
No Financial Advice
No communication or information provided to you by the Custodian is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. You are solely responsible for determining whether any transactions or just holding your Virtual Assets with the Custodian is appropriate for you according to your individual circumstances and risk tolerance, and you shall be solely responsible for any loss or liability therefrom.
You should consult legal or tax professionals regarding your specific situation.
The Custodian does not recommend that any Virtual Assets should be received, converted, transferred, or held by you.
Before making the decision to receive, transfer, convert or hold any Virtual Assets, you should conduct your own due diligence and consult your financial advisors prior to making any transactions. The Custodian will not be held liable and responsible for the decisions you make to receive, transfer, convert or hold Virtual Assets based on the information provided by the Custodian.
Compliance with local laws
It is Clients’ responsibility to abide by local laws in relation to the legal usage of Services in their local jurisdiction as well as other laws and regulations applicable to Clients. Clients must also factor, to the extent of their local laws, all aspects of taxation, the withholding, collection, reporting and remittance to their appropriate tax authorities.
The Client acknowledges and declares that its Virtual Assets come from legitimate sources and do not originate from illegal activities and authorizes the Custodian to collect the necessary information and materials as per relevant laws or government orders to verify the legality of the sources and use of their Virtual Assets.
The Custodian maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze, terminate Clients’ Accounts and Virtual Assets which are flagged out or investigated by legal mandate.
Resolving Disputes: Forum, Arbitration, Class Action Waiver
Notice of Claim and Dispute Resolution Period
Please contact the Custodian first if you have any concerns with the Services. The Custodian wants to address your concerns without resorting to formal legal proceedings, if possible. A ticket number will be assigned to you if your concerns cannot be addressed to your satisfaction at first instance. The issuance of the ticket number commences the internal dispute resolution procedure. The Custodian will attempt to resolve the dispute internally as soon as possible. The parties agree to negotiate in good faith to resolve the dispute (which discussions shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding).
In the event the dispute cannot be resolved satisfactorily, and you wish to assert a legal claim against the Custodian, then you agree to set forth the basis of such claim in writing in a “Notice of Claim,” as a form of prior notice to the Custodian. The Notice of Claim must (1) describe the nature and basis of the claim or dispute, (2) set forth the specific relief sought, (3) provide the original ticket number, and (4) include the email registered with your Account. The Notice of Claim should be submitted to the following email address: firstname.lastname@example.org. After you have provided the Notice of Claim to the Custodian, the dispute referenced in the Notice of Claim may be submitted by either the Custodian or you to arbitration in accordance with the following Article (Agreement to Arbitrate and Governing Law).
For the avoidance of doubt, the submission of a dispute to the Custodian for amicable resolution and the delivery of a Notice of Claim to the Custodian are prerequisites to commencement of an arbitration proceeding (or any other legal proceeding).
During the arbitration, the amount of any settlement offer made by you or the Custodian shall not be disclosed to the arbitrator.
Agreement to Arbitrate and Governing Law
You and the Custodian agree that, subject to above Article, any dispute, claim, difference or controversy between you and the Custodian (and/or entities related to the Custodian) arising out of, in connection with, or relating in any way to these Terms or to your relationship with the Custodian (and/or entities related to the Custodian) as a Client (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be determined by mandatory final and binding individual (not class) arbitration.
You and the Custodian further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including without limitation any objections with respect to the existence, scope or validity of the Agreement to Arbitrate, or to the arbitrability of any claim or counterclaim.
Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration, and court review of an arbitration award is limited. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award damages and grant relief as if he or she were a court of law in Lithuania (including, if applicable, costs), except that the arbitrator may not grant declaratory or injunctive relief in favor of anyone but the parties to the arbitration.
The arbitration provisions set forth in this Article will survive termination of these Terms.
The arbitration shall be subject to the International Chamber of Commerce Arbitration Rules (“ICC Rules”) in force at the time of commencement of arbitration.
The arbitration will be administered by the International Chamber of Commerce based in Paris, France (ICC).
Any arbitration will be conducted in the English language.
Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
Any arbitral award may be enforced in any court having jurisdiction over the party (or over the assets of the party) against whom such an award is rendered.
Time for filing: any arbitration against Custodian must be commenced by serving a notice on the Custodian by email to email@example.com requesting that the dispute be referred to arbitration within one (1) year after the date the Clients asserting the claim first found out or reasonably should have found out the alleged act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim if no notice requesting arbitration is served on the Custodian within that time period. If applicable law prohibits a one-year limitation period within which to commence arbitration for asserting claims, any claim must be asserted within the shortest time period permitted by the applicable law.
Notice: if we request arbitration against you, we will give you notice at the email address or mailing address you have provided. You agree that any notice sent to this email or mailing address shall be deemed effective for all purposes, including without limitation to determinations of the adequacy of service. It is your obligation to ensure that the email address and/or mailing address on file with the Custodian is up-to-date and accurate.
Seat of Arbitration: The seat of the arbitration shall be Paris, France.
Place of Hearing: The location of any in-person arbitration hearing shall be Paris, France, unless otherwise agreed to by the parties.
Confidentiality: The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any nonpublic information provided in the arbitration, and any submissions, orders or awards made in the arbitration shall not be disclosed to third party except the tribunal, the ICC, the parties, their counsels, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other persons necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose such confidential information to the extent that disclosure is required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive termination of these Terms and conclusion or stay of any arbitration brought pursuant to these Terms.
Governing Law: These Terms (including this arbitration agreement) shall be governed by, and construed in accordance with, the laws of Lithuania.
Class Action Waiver
You and the Custodian agree that any claims relating to these Terms or to your relationship with the Custodian as a Client (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) shall be brought against the Custodian in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of the Custodian.
The Custodian reserves the right to update, modify, revise, suspend, or make any future changes to Article 22 ‘Agreement to Arbitrate and Governing Law’, subject to applicable law. You hereby consent and agree that it is your responsibility to ensure that your understanding of Article 22 regarding the arbitration is up to date. Subject to the applicable law, your continued use of your Account shall be deemed to be your acceptance of any modifications to the above Article 22 (Agreement to Arbitrate and Governing Law). You agree that if you object to the modifications to the above Article 22 (Agreement to Arbitrate and Governing Law), the Custodian may block access to your Account pending closure of your Account. In such circumstances, these Terms prior to modification shall remain in full force and effect pending closure of your Account.
If any portion of these Terms are adjudged to be invalid or unenforceable for any reason or to any extent, the remainder of these Terms will remain valid and enforceable, and the invalid or unenforceable portion will be given effect to the greatest extent permitted by law.
Any communication between you and us shall take place primarily via e-mails.
Disclosure of any information via e-mails shall be considered as duly submitted only if such information is sent to and from the e-mail addresses that are disclosed under these Terms: (i) Custodian’s e-mail address that should be used for communication is firstname.lastname@example.org; (ii) Client’s email address that should be used for the communication should be disclosed during the registration for Custody Account. Communication via other email addresses shall not be considered appropriate unless otherwise agreed by the Parties.
Notices and other communications sent by e-mails shall be deemed delivered to and received by the Party on the same Business Day it was sent (in case it is sent on a non-Business Day - on the next earliest Business Day).
Under certain circumstances, especially in emergency cases, we may also contact you by using any other means of communication and contact details you have provided to us.
You must immediately inform us about changes in your contact details. At the request of the Custodian, you must provide the respective documents supporting the change of any contact details. If you do not fulfill your duties referred to in this Article, the notifications communicated on the basis of the most recent details specified by you to Custodian shall be deemed as duly sent and any obligation fulfilled on the basis of such details shall be deemed as duly discharged by the Custodian.
Client who fails to receive from the Custodian any notifications which it was to receive under these Terms or for the provision of which the Clients has submitted a separate request to the Custodian, the Client must immediately inform the Custodian.
We shall not be responsible for any mistake, inaccuracy, technical defect or damage caused by incorrect, outdated contact details of Clients and their subsequent use by us.
We shall have the right to require Client to provide original documents and/or copies certified by a notary or any other person authorized by the relevant country. We shall also have a right to require that documents drawn up abroad be translated into English and/or legalized and/or attached with an apostille, unless international treaties concluded between the Republic of Lithuania and the respective foreign country establish otherwise.
You are fully liable for the correctness of data, orders and documents submitted to us.
All costs of drafting, delivery, certification, notarization, legalization, apostillization and translation of documents to be provided to the Custodian shall be borne by the Client.
If documents provided by Client to the Custodian are inconsistent with the requirements established by legal acts and/or by Custodian, and/or if the Custodian has reasonable doubt as to the authenticity or accuracy of the submitted documents, the Custodian shall have the right to suspend the provision of Services to the Clients and/or to demand from the Clients the submission of additional documents.
It is your responsibility to regularly check the proper functioning of your e-mail and other methods of communication that you use to communicate with us and to retrieve and read messages relating to our Services provided to you. We shall not be liable for any loss arising out of your failure to do so.
The Client acknowledges that, from time to time, the Custodian may disclose to the Clients either directly or indirectly by way of using/rendering the Services, electronically, in writing, orally or otherwise, information which is proprietary or confidential or which would, under the circumstances, be understood by a reasonable person to be proprietary and non-public, including without limitation, security requirements related to transactions with Virtual Assets, technical data, know-how, the non-public Custodian information and all unpublished service manuals, information, data and other similar materials or records provided by Custodian to the Clients pursuant to these Terms or otherwise (“Confidential Information”).
The Client shall use such Confidential Information solely for fulfilling its responsibilities and obligations under these Terms and for no other purposes. The Clients shall retain such Confidential Information in strict confidence and shall not disclose it to any third party without Custodian’s written consent.
The Client shall use at least the same procedures and degree of care which it uses to protect its own Confidential Information of like importance, and in no event less than reasonable care, and shall be responsible and liable for any use or disclosure of the Confidential Information, including by its employees or other related persons, in violation of these Terms.
The Client shall immediately notify the Custodian of any unauthorized use or disclosure, or suspected unauthorized use or disclosure of Confidential Information.
In the event that any disclosure of the Confidential Information is required by you pursuant to applicable law, you shall provide us reasonable notice and opportunity to contest the need for such disclosure, or to seek a protective order therefor. If we fail to contest the need for such disclosure or to obtain a protective order, you may disclose only that portion of the Confidential Information that is legally so required to be disclosed, provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally required disclosure.
The Custodian is an independent contractor. These Terms shall not be interpreted as facts or evidence of an association, joint venture, partnership, or franchise between the parties.
These Terms and Additional Terms constitute the entire agreement between the parties regarding the use of Services and will supersede all prior written or oral agreements between the parties. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms herein.
Section headings in these Terms are for convenience only and shall not govern the meaning or interpretation of any provision of these Terms.
Changes of these Terms
The Custodian reserves the right to alter, revise, modify, and/or change these Terms at any time. All changes will take effect immediately upon being published on a Website and/or Mobile Application. It is your responsibility to regularly check relevant pages on our Website and Mobile Application to confirm the latest version of these Terms. If you do not agree to any such modifications, your only remedy is to terminate your use of the Services and cancel/withdraw your Account. You agree that, unless otherwise expressly provided in these Terms, the Custodian shall not be responsible or liable for any modification or termination of the Services to you or any third party, or suspension or termination of your access to the Services.
Each party shall be released from the liability for failure to fulfill obligations under these Terms where they are not fulfilled due to force majeure circumstance, which was beyond the control of the party and impossible to reasonably predict at the moment of concluding these Terms, and the occurrence of the circumstances or consequences whereof could not have been prevented. Insufficient financial resources of the party or violation of obligations of party’s thereof shall not be considered as force majeure. At the moment of concluding these Terms the parties are not aware of any force majeure circumstances that may have an impact on the performance of these Terms.
If the circumstances, due to which it is impossible to fulfill these Terms, are temporary, the party may be released from liability for such a period which is reasonable taking into consideration the impact of those circumstances on fulfillment of these Terms.
The party failing to fulfill these Terms due to force majeure circumstance shall notify the other party of occurrence of force majeure circumstance and its impact on fulfillment of these Terms within five (5) calendar days as of the date when such circumstances have become known or should have become known to the party failing to fulfill these Terms. If the other party does not receive the mentioned notification within the specified term, the party failing to fulfill these Terms shall compensate damages/losses incurred by another party due to non-receipt of the notification.
The grounds for releasing the party from liability shall arise from the moment of occurrence of force majeure circumstance provided that the term for delivery of notification, specified in paragraph above, was complied with.
If the period of force majeure exceeds thirty (30) calendar days each party has the right to terminate these Terms by sending written notice to the other party. These Terms are considered as terminated from the date of receipt of such notification.
You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from the Custodian, including any right or obligation related to the enforcement of laws or the change of control. The Custodian may assign or transfer any or all of its rights or obligations under these Terms, including, without limitation, in connection with any merger, acquisition, or other corporate reorganization.
No delay or omission by us in exercising any right or remedy under the Terms shall operate as a waiver of the future exercise of that right or remedy or of any other rights or remedies under the Terms. The rights and remedies provided in the Terms are cumulative and not exclusive of any rights or remedies provided by law.
It is your own responsibility to determine what, if any, taxes apply to the payments you make or receive in relation to using our Services. It is your responsibility to collect, report, and remit correct tax to the appropriate tax authority.
You acknowledge that we are not responsible for determining whether any taxes apply to your use of the Services, or for collecting, reporting or remitting any taxes arising from your use of the Services.
The fees we are charging are exclusive from Value-added tax (VAT).
In case we are obliged under applicable law or voluntarily decide to report to any competent authorities any information that is related to your tax obligations, you undertake to provide us with the requested documents, data and information.
We store essential information related to the use of our Services for our own needs for at least eight (8) years in durable media of our choice.
On the other hand, in order to have proof of actions taken by you or by us in fulfillment of these Terms, you should save corresponding information and store it in durable media of your choice.
While we will take all practicable steps to protect the information in our possession against unauthorized or accidental access, processing, erasure, loss or use, we cannot guarantee the total security of your information and data.
Marketing and Custodian logos
For the avoidance of doubt, notwithstanding anything to the contrary in these Terms, any marketing, publicity, press release and/or public announcement, or any use of the Custodian trade name, logo or trademarks, is not permitted except with the prior written consent of the Custodian and shall always be subject to the Custodian branding guidelines and instructions.
Third-Party Website Disclaimer
These Terms may be translated into a language other than the English language. Any such translation is provided solely for your convenience. In the event of inconsistency or ambiguity, the English text shall prevail. You agree that the language used in these Terms as well as any communication between you (or any person authorized by you) and us will be in English.
For more information, feel free to consult the Website and Mobile Application. If you have questions regarding these Terms and/or the Services, please feel free to contact the Custodian for clarification via our Customer Support team at email@example.com.
List of Additional Services
In addition to the Services described in the Terms, these Additional Services may be made available by the Custodian at its sole and absolute discretion :
Mirror - Exhibit B
MirrorX - Exhibit C
Cold convert - Exhibit D
Escrow Service - Exhibit E
Staking - Exhibit F
These Mirror Terms consist of: (i) these Mirror Terms; and (ii) the Terms (as both amended from time to time in accordance with the Terms). Defined terms used in these Mirror Terms shall have the meaning given to those terms in the Terms. In the event of a conflict between the terms of these Mirror Terms and the Terms, these Mirror Terms shall prevail.
The Custodian's contact email address (including for the provision of notices) is firstname.lastname@example.org.
“Amount”, in relation to Eligible Virtual Assets, means the quantity (in terms of number) of such Eligible Virtual Assets and not their market value or price.
“Eligible Virtual Assets” means any Virtual Assets as determined by Custodian in its sole and absolute discretion.
“Designated Binance Account” means the Binance Exchange account to which the Mirror Virtual Assets have been credited.
“Security Interest” means a (a) mortgage, charge, pledge, lien, hypothecation, bill of sale, assignment, title retention arrangement, trusty or power held as security, or other interest, securing the payment of money or performance of any obligation of any person or any other agreement, notice or arrangement having similar effect, (b) a right, interest or an arrangement which has the effect of giving another person a preference, priority or advantage over creditors including any right of set-off, (c) third party right or interest arising as a consequence of an enforcement of a judgment, (d) anything that is otherwise defined as a security interest under any law.
Subject to the terms in these Mirror Terms, the Client shall be entitled to:
nominate an Amount (whether some or all) of its available Eligible Virtual Assets stored in its account with the Custodian on Qualified or Co-sign Wallet (“Client's Ceffu Wallet”) to be locked and under Custodian's control (“Locked Ceffu Wallet Virtual Assets”);
upon such nomination pursuant to clause 3.1.1 above, have an equivalent Amount of Locked Ceffu Wallet Virtual Assets credited to the Client's Designated Binance Account (“Mirror Virtual Assets”);
Locked Ceffu Wallet Virtual Assets and Mirror Virtual Assets shall be of the same type of Eligible Virtual Assets.
The Client acknowledges that it is liable to transfer to the Custodian an Amount of the relevant Virtual Assets equal to the Amount the Custodian caused to be credited to the Client's Designated Binance Account on demand. Alternatively, the Client may satisfy such liability by permitting the Custodian to draw on Amounts in the Client's Qualified Wallet or Co-Sign Wallet, including but not limited to Locked Ceffu Wallet Virtual Assets.
The Clients is not entitled to withdraw, transfer out, access or use Locked Ceffu Wallet Virtual Assets unless the Client has satisfied all liabilities owing to the Custodian, and transferred to the Custodian an Amount equal to all Amounts credited to the Client's Designated Binance Account, or permitted the Custodian to satisfy any such liability by drawing on Amounts from Locked Ceffu Wallet Virtual Assets.
In the event of a dispute between the Client and the Custodian in connection with any Virtual Assets under these Mirror Terms or the Terms, Custodian may in its sole and absolute discretion temporarily freeze such disputed Eligible Virtual Assets until the dispute is resolved in accordance with the dispute resolution clause in the Terms.
The Custodian shall be under no obligation to cause the credit of any amount to the Client's Designated Binance Account, including, for example if (1) it is not satisfied in its absolute discretion, that any terms of this Mirror Terms have been met, (2) it would be unlawful for the Custodian to credit the amount, (3) it reasonably believes that any warranty, representation information provided, or statement made in connection with the Mirror Terms is untrue, misleading or inaccurate in any respect.
In a case where the provider of the Designated Binance Account is declared bankrupt by a court decision (according to applicable law) and the Client’s assets in Client's Designated Binance Account are frozen or no longer available for transfer, the Custodian shall as soon as reasonably practicable calculate or establish the account balance in the Client's Designated Binance Account (“Final Balance”). The Custodian shall then establish the value in BTC of the Final Balance and, subject to 3.8 below, release to the Client an Amount of Locked Ceffu Wallet Virtual Assets with a value in BTC equivalent to that of the Final Balance. As a precondition to such release, Client agrees, by way of set-off against Client’s obligations in respect of the Mirror Virtual Assets, to assign or transfer to Custodian its claim in the insolvency of Binance Exchange in respect of such portion of the Final Balance that corresponds to the value of the Mirror Virtual Assets credited to the Client's Designated Binance Account and to take all steps necessary to perfect such transfer or assignment in accordance with applicable law.
The maximum amount of Virtual Assets that shall be released from the Qualified or Co-Sign Wallet shall never exceed the amount of the Locked Ceffu Wallet Digital Assets. In the event that the Final Balance exceeds the value of the Locked Ceffu Wallet Virtual Assets, the Custodian can only release the Locked Ceffu Wallet Virtual Assets back to the Client. Any excess will have to be recovered by the Client from the estate of Binance Exchange in the designated bankruptcy or insolvency process and Custodian shall have no liability to Client in respect of such excess.
In case of the Client bankruptcy, the Client's obligations in respect to the Mirror Virtual Assets become immediately due and payable. On occurrence of this event, we shall be entitled, without prior notice to you to take any of all of the following action:
Terminate Mirror Terms and treat any or all outstanding transactions between you and us as having been cancelled or terminated subject to any accrued rights, existing commitments or any contractual provision intended to survive termination;
sell or charge in any way any or all Locked Ceffu Wallet Virtual Assets or other property which we are holding or control or are entitled to receive on your behalf and to apply the proceeds in or towards satisfaction of any obligation or liability you may have to us (including any contingent or prospective liability) or to any third party custodian, nominee, sub-custodian or other entity which holds investments, assets or other property on your behalf or with or through whom transactions on your behalf have been conducted;
buy any Virtual Asset or other property and deliver such Virtual Asset or other property to any broker, counterparty, clearing or settlement agency or system or other person, or otherwise take any action we see fit in order to close-out any positions or transactions you may hold with or have effected through us, in whole or in part, or in order to close-out any commitments made or terminate transactions on your behalf and require you to reimburse us for the cost of buying in Virtual Assets in order to settle a deal, together with any associated costs and fees which we incur;
set-off any obligation we owe to you, and/or to apply any money we hold for your Account(s), against any obligation or liability you may have to us (including any contingent or prospective liability);
close out, replace or reverse any transaction or position and convert any Virtual Assets at such prices, rates and times as we conclusively determine to be appropriate in order to meet obligations incurred by you or on your behalf or on behalf of your Account(s) and/or enter into any other transaction or take, or refrain from taking, such other action at such time or times and in such manner as, at our sole discretion, we consider necessary or appropriate, acting at all times in good faith, to cover, reduce or eliminate our loss or liability under or in respect of any contracts, positions or commitments; and/or
We reserve the right to pass your details on to a third party for debt collection purposes if we reasonably believe that any amount owing to us by you will not be paid.
The Custodian shall be entitled to charge the Client customary gas fees that may vary from time to time to conduct transactions using the Mirror Services. All other fees and charges, as set out in the Terms shall also apply to the Mirror Services.
Termination of Mirror Services
Clients may cancel the Mirror Services on reasonable notice, with or without cause, provided that to cancel the Mirror Services, Clients must have (1) transferred an Amount equal to the Mirror Virtual Assets credited to the Designated Binance Account to the Custodian, or permitted the Custodian to deduct an equal Amount from the Cold Wallet and (2) contacted the Custodian at the Custodian’s email address above to notify the Custodian of its desire to terminate.
The Custodian may cancel the Mirror Services at its convenience with a prior notification. In such circumstances, the Clients authorizes the Custodian to deduct any or all Eligible Virtual Assets from the Client's Qualified or Co-Sign Wallet, for the purposes of satisfying all liabilities to the Custodian (including any amounts credited to the Designated Binance Account), before releasing any Eligible Virtual Assets from the Client's Qualified or Co-Sign Wallet to the Clients.
Without prejudice to any rights that the Custodian may have under clause 6.2, the Custodian may establish any risk rating rules or policies that, whether communicated to the Clients or not, may determine if the Custodian will exercise its right to terminate these Mirror Services. Such risk rating rules or policies may refer to (1) US Dollar value of the Binance Accounts held to the credit of the Clients, (2) the Client's trading history, or (3) any other matters. For the purposes of dispelling any ambiguity, the existence and communication or non-communication of any rating rules or policies does not fetter the Custodian’s right to terminate pursuant to this clause.
To the extent that the Custodian does not hold title over any Eligible Virtual Assets that are the subject of these Mirror Terms, the parties acknowledge that the Custodian’s interest in those assets may constitute a Security Interest. Without prejudice to the Custodian’s rights to assert that it has any other kind of Security Interest, the Custodian has a general and particular lien over all Amounts transferred to the Client's Qualified or Co-Sign Wallet for all claims and money owed by the Client to the Custodian under any contract whatsoever and in any other way whatsoever until all liabilities owing to the Custodian have been paid.
The Client warrants that it has not and will not grant or purport to grant, any third party a Security Interest over any Eligible Virtual Assets that are at the subject of these Mirror Terms.
Any amounts payable by the Client to the Custodian under these Mirror Terms shall be subject to the Custodian's right to set-off and netting of such payments, and may be deducted from any Custodian sum then due to the Client under these Mirror Terms, or any other sum due in any other agreement between the Client and an affiliate of the Custodian.
All modifications or amendments to these Mirror Terms shall be effective when communicated by the Custodian to the Client. The Client may state its unwillingness to accept the amended Terms by applying to terminate these Mirror Terms and these Mirror Services in accordance with clause 6.
No agency or partnership is intended to be created by these Mirror Terms, and nothing in these Mirror Terms, or in any other agreements entered between the Custodian and the Client in any way relation to these Mirror Terms, shall constitute the Client an agent, partner or representative of the Custodian or be deemed to create any trust.
These MirrorX Terms consist of: (i) this Exhibit C; (ii) the MirrorX Declaration of Trust; and (iii) the Terms (each as amended from time to time). Defined terms used in these MirrorX Terms shall have the meaning given to those terms in the Terms. In the event of a conflict between the terms of these MirrorX Terms and the Terms, these MirrorX Terms shall prevail.
In order to subscribe for the MirrorX Services, the Client:
has to open a Prime Wallet with the Custodian and transfer Eligible Virtual Assets into the Prime Wallet; and
hereby acknowledges and agrees that the Prime Wallet shall be subject to the MirrorX Declaration of Trust.
The Custodian's contact email address (including for the provision of notices) is email@example.com.
“Amount”, in relation to Eligible Virtual Assets, means the quantity (in terms of the number of units or denominations) of such Eligible Virtual Assets and not their market value or price in any other currency or asset.
“Designated MirrorX Binance Account” means a Binance Exchange account controlled by the Client to which MirrorX Virtual Assets have been delegated.
“Eligible Virtual Assets” means any Virtual Assets designated as such by the Custodian in its sole and absolute discretion.
“Designated Binance Account” means the Binance Exchange account to which the Mirror Virtual Assets have been credited.
“Material Adverse Effect” means a material adverse effect on (1) the business, operations, performance, assets, condition (financial or otherwise) or prospects of the Client; or, (2) the ability of the Client to perform its obligations under these MirrorX Terms; or (3) the validity or enforceability of, or the effectiveness of these MirrorX Terms or the rights or remedies of the Binance Operator hereunder.
“MirrorX Declaration of Trust” means the deed poll establishing the MirrorX Trust and which forms part of these MirrorX Terms.
“MirrorX Trust” means the trust declared pursuant to the MirrorX Declaration of Trust.
Subject to the terms in these MirrorX Terms, by subscribing for the MirrorX Services, the Client shall be entitled on one or more occasions from time to time to:
nominate an Amount (whether some or all) of its available Eligible Virtual Assets stored in the Prime Wallet (“Locked Virtual Assets”); and
upon such nomination pursuant to clause 3.1.1. above, the Amount of the Locked Virtual Assets will be delegated to one or more of the Client’s Designated MirrorX Binance Accounts (“MirrorX Virtual Assets”).
The Locked Virtual Assets and MirrorX Virtual Assets shall be of the same type of Eligible Virtual Assets.
The Client acknowledges that, immediately upon nominating an Amount of Eligible Virtual Assets pursuant to clause 3.1.1. and the delegation of the MirrorX Virtual Assets pursuant to clause 3.1.2., the Locked Virtual Assets shall be deemed to be held on trust by the Custodian for the Binance Operator.
The Custodian and the Binance Operator shall be responsible for reconciling the difference between the Locked Virtual Assets and the MirrorX Virtual Assets.
The Client is not entitled to withdraw, transfer out, access or use Locked Virtual Assets unless and until the Client has satisfied all liabilities owing to the Binance Operator in respect of the MirrorX Virtual Assets. The Client further agrees that if the Client makes withdrawals from its Designated MirrorX Binance Accounts, where such withdrawals would result in the balance of Virtual Assets in the Designated Mirror X Binance Accounts falling below the value of the Locked Virtual Assets, reconciliation of the difference between the Locked Virtual Assets and the MirrorX Virtual Asset as set out in clause 3.4 shall be automatically initiated. In such a case, the Custodian shall transfer the relevant Amount of Locked Virtual Assets deposited by the Client in the Prime Wallet to the Binance Operator.
In the event of a dispute between the Client and the Custodian or the Binance Operator in connection with any Virtual Assets under these MirrorX Terms or the Terms, the Custodian will continue to hold such dispute Eligible Virtual Assets on trust until the dispute is resolved in accordance with the dispute resolution clause in the Terms, which the Binance Operator hereby also agrees and accepts.
If (a) the Binance Operator enters insolvency proceedings under any applicable law, or (b) the Client’s Virtual Assets in any of Client's Designated MirrorX Binance Account (i) are frozen for more than 30 days (other than in accordance with applicable law or the Binance Terms); or (ii) are subject to a write-down; or (iii) are no longer available for transfer, the Custodian shall as soon as reasonably practicable calculate or establish the account balance in each of the Client's Designated MirrorX Binance Accounts (“Final Balance”). For these purposes, the Custodian may rely exclusively and without further inquiry on the records and data provided by the Binance Operator, save in case of manifest error.
The Custodian shall then establish the Final Balance and, subject to clause 3.9 below, release to the Client an Amount of Locked Virtual Assets equivalent to the Final Balance.
The maximum Amount of Virtual Assets that shall be released from the Prime Wallet shall never exceed the Amount of the Locked Virtual Assets. In the event that the Final Balance exceeds the value of the Locked Virtual Assets, the Custodian can only release the Locked Virtual Assets to the Client. Any excess will have to be recovered by the Client from the Binance Operator and the Custodian shall have no liability to the Client in respect of such excess.
Each of the following events shall constitute an “Acceleration Event” and upon the occurrence of any such event, the Client shall be required to satisfy all liabilities owing to the Binance Operator in respect of the MirrorX Virtual Assets:
any event or series of events occurs which, in the opinion of the Binance Operator, acting reasonably, has or might have a Material Adverse Effect; or
the Custodian or the Binance Operator becomes unable to provide the MirrorX Services due to changes in applicable law or due to any action from regulators.
If the Client's obligations in respect of the MirrorX Virtual Assets are accelerated pursuant to clause 3.10, the Custodian or the Binance Operator (as applicable) shall be entitled, without prior notice to you to take any or all of the following action:
terminate these MirrorX Terms;
discharge your obligations to the Binance Operator in respect of the MirrorX Virtual Assets, by transferring the relevant Amount of Locked Virtual Assets from the Prime Wallet to the Binance Operator to the extent it is beneficially entitled thereto in accordance with the MirrorX Declaration of Trust;
sell or charge in any way any or all Locked Virtual Assets and to apply the proceeds in or towards satisfaction of any obligation or liability (including any contingent or prospective liability) you may have to the Custodian and/or the Binance Operator;
use relevant key shares held by the Custodian in order to sign independently any transaction allowed under 3.11.2. and 3.11.3. to facilitate the set off by the Binance Operator of: (1) any sum or obligation (whether matured or unmatured and irrespective of the currency, type of Virtual Assets, place of payment or settlement or booking office of the sum or obligation) owed by the Client to the Binance Operator; against (2) any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured and irrespective of the currency, type of Virtual Assets, place of payment or settlement or booking office of the sum or obligation) owed by Binance Operator to the Client; and (3) transfer the relevant Amount of Virtual Assets deposited by the Client in the Prime Wallet to the Binance Operator, and where relevant, the Client’s Qualified Wallet and/or Co-Sign Wallet;
the Binance Operator may close out, replace or reverse any transaction or position in any Designated MirrorX Binance Account and to convert any Virtual Assets at such prices, rates and times as the Binance Operator conclusively determines to be appropriate in order to meet obligations incurred by you in respect of the MirrorX Virtual Assets and/or enter into any other transaction or take, or refrain from taking, such other action at such time or times and in such manner as, the Binance Operator considers necessary or appropriate (in its sole discretion); and
reserve the right to pass your details on to a third party for debt collection purposes if we reasonably believe that any amount owing to the Custodian or the Binance Operator by you will not be paid.
In addition to any fees charged by the Custodian to the Client for the MirrorX Services in accordance with article 12 of the Terms, the Custodian shall be entitled to charge the Client customary gas fees that may vary from time to time to conduct transactions using the MirrorX Services.
All other fees and charges, as set out in the Terms shall also apply to the MirrorX Services.
Termination of MirrorX Services
The Client may cancel the MirrorX Services on reasonable notice, with or without cause, provided that to cancel the MirrorX Services, Clients must have (1) satisfied all liabilities owing to the Binance Operator in respect of the MirrorX Virtual Assets, (2) satisfied all liabilities owing to the Custodian in respect of the MirrorX Services and (3) contacted the Custodian at the Custodian’s email address above to notify the Custodian of its desire to terminate.
The Custodian or the Binance Operator may cancel the MirrorX Services at their convenience upon notice to the Client, provided that either party provides no less than seven days’ written notice to the respective parties. Upon expiry of the relevant notice period, the Client shall be required to satisfy all liabilities owing to the Binance Operator in respect of the MirrorX Virtual Assets and the provisions of clause 3.11 above shall apply.
The Client authorizes the Custodian to deduct any or all Eligible Virtual Assets from the Prime Wallet (thereby using relevant key shares held by the Custodian), for the purposes of satisfying all liabilities to the Binance Operator and/or the Custodian, before releasing any Locked Virtual Assets to the Client.
Without prejudice to any rights that the Custodian or the Binance Operator may have under clause 5.2, the Custodian may establish any risk rating rules or policies that, whether communicated to the Client or not, may determine if the Custodian or the Binance Operator will exercise its right to terminate these MirrorX Services. Such risk rating rules or policies may refer to (1) the value of the Binance Accounts held to the credit of the Client, (2) the Client's trading history, or (3) any other matters. For the purposes of dispelling any ambiguity, the existence and communication or non-communication of any rating rules or policies does not fetter the Custodian’s or the Binance Operator’s right to terminate pursuant to this clause.
Notwithstanding anything to the contrary in Article 22 of the Terms, these MirrorX Terms and any contractual or non-contractual claims arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.
Article 22 of the Terms (Resolving Disputes: Forum, Arbitration, Class Action Waiver) shall apply to these MirrorX Terms, save that in that Article (1) any reference to the Terms shall be read as a reference to these MirrorX Terms, and (2) any references to “Lithuania” shall be replaced by references to “England and Wales”.
All modifications or amendments to these MirrorX Terms shall be effective when communicated by the Custodian to the Client. The Client may state its unwillingness to accept the amended Terms by applying to terminate these MirrorX Terms and these MirrorX Services in accordance with clause 5.
No agency or partnership is intended to be created by these MirrorX Terms, and nothing in these MirrorX Terms, or in any other agreements entered between the Custodian and the Client in any relation to these MirrorX Terms, shall constitute the Client an agent, partner or representative of the Custodian.
Converting Virtual Assets
The Client may convert a Virtual Asset to another Virtual Asset from their Account. The list of currently supported Virtual Assets is available at the dashboard of the mobile application (Android) and Web application. For the avoidance of doubt, a Client cannot convert Virtual Assets to fiat currencies.
In order for a Client to initiate the conversion of their Virtual Assets, the Client has to submit a request for a conversion on their Account. The request for a conversion must specify the specific Virtual Asset to be converted, the exact amount of Virtual Asset to be converted, and the specific Virtual Asset after conversion. The Client will be provided with a quote on the requested conversion before submission. The Custodian may without indicating any reasons refuse to execute the request for a conversion of a Client’s Virtual Assets.
In order to subscribe to Escrow Service, the Client must make a request to the Custodian, which may provide the Client with a three parties agreement framing this service.
Relationship with the Custodian
When you hold certain Supported Virtual Assets on the Custodian, you may be given the option to “stake” (the act of committing funds to the network validator(s)) these assets in a proof of stake (“POS”) network via staking Services provided by third-parties, the validators (“Validators”).
The Custodian allows you to access staking Services via its Website (the “Platform”). When staked, your relationship on the staked Virtual Assets is directly with the Validators.
To stake your Virtual Assets, you need to access the staking service which is available for select Virtual Assets listed on our Platform. When a Virtual Asset has been selected, you will access a list of Validators acting on the applicable network protocol. The staking service may enable you to choose between different Validators available and stake directly with chosen Validators.
You can stake your Virtual Assets held in the Qualified Wallet only. The Custodian may support other Virtual Assets staking under specific terms and conditions.
Each POS network for which you may stake your Virtual Assets has its own rules and requirements.
You agree that :
When the network requires your Virtual Assets to be transferred to a Validator, the Custodian is no longer responsible or liable for any loss or damages that you may encounter on the principal or the Rewards;
For each network, the staking Annual Percentage Rate (“APR”) for available Validators is disclosed on the network main page visible on our Platform, as well as the Validators’ commissions. The Custodian does not guarantee that you will receive any staking Rewards, including the staking Rewards rates. These are only reflected on your Platform and are under the network and Validators responsibility.
If the Validator that you’ve selected successfully validates a block of transactions in that Supported Digital Asset, you may earn a reward granted by that Supported Digital Asset’s network (the “Reward”). Your Reward will be determined by the rules of the applicable network and the Custodian does not have any impact or control over Reward rates.
Some Virtual Asset networks subject staked assets to “slashing” if the transaction Validator representing those assets incorrectly validates a transaction. Please see Article C for the limitation of the Custodian.
No Guarantee of Rewards. You have no right to a Reward until it is received in your Qualified Wallet.
Some Virtual Asset Networks may impose a waiting period while staking, during which your staked assets will be restricted from transfer or sale (the “Unbonding Period”). If you instruct a Validator through our Platform to unstake your assets, you will not have access to your assets until the expiration of any applicable Unbonding Period.
The Custodian may also impose an additional waiting period in order to facilitate transfer of your assets to your Qualified Wallet after the expiration of any applicable Unbonding Period. If rewards are collected on your staked assets during an Unbonding Period, those rewards will be credited to your Qualified Wallet.
Governance and Voting
For certain Virtual Assets, the underlying protocols offer stakers the ability to vote on matters related to the governance of protocol-level issues. The Custodian may or may not support voting for such assets, and may cease supporting voting at any time in its discretion. In certain cases, the Validators may vote on your behalf where the applicable protocol does not support delegated voting.