COINAX USER AGREEMENT

This Agreement is a contract between you and each of:

1. Coinax Bermuda Limited (“CBBM”) an exempted company limited by shares incorporated in Bermuda with company number 202302164 and whose registered office address is Park Place, 55 Par La Ville Road, Hamilton, HM11 Bermuda; and
2. Coinax Bermuda Services Limited (“CBSL”) an exempted company limited by shares incorporated in Bermuda with company number 202302681 and whose registered office address is Park Place, 55 Par La Ville Road, Hamilton, HM11 Bermuda,
   together referred to as “Coinax Bermuda”.

Part A: GENERAL TERMS

1. Parties; Roles and Scope

1.1 Applicable Coinax Bermuda contracting entity. References in this Agreement to “Coinax Bermuda”, “we”, “our” or “us”, are to CBBM and/or CBSL as the case may be depending on which of the Coinax entities are providing the services that you are receiving as outlined in the table below. The Coinax Bermuda entity that provides, and contracts with you in respect of, each Coinax Bermuda Service will be identified to you via the Coinax Bermuda Platform and/or the Site (including at the point of onboarding or sign-up, or in the relevant product, disclosure or help pages) and/or in the relevant Part of this Agreement.

1.2 Your Agreement with Coinax Bermuda. References to “you” or “your” are to the person or entity that enters into this Agreement with Coinax Bermuda. 

1.3 Corporate Clients. Where you are entering into this Agreement on behalf of a legal entity (including a body corporate, partnership, or fund):

(A) you represent and warrant that you have the authority to bind that entity to this Agreement;

(B) references to “you” and “your” in this Agreement shall be read as references to that entity, and to any officer, employee, agent, or other person authorised by that entity to access or use the Coinax Bermuda Services and Coinax Bermuda Platform on its behalf (“Authorised User”);

(C) the entity shall be responsible and liable for all acts and omissions of its Authorised User in connection with the Coinax Bermuda Services as if they were acts and omissions of the entity itself; and

(D) each Authorised User shall be deemed to have accepted and be bound by the terms of this Agreement.

1.4 Coinax Bermuda Group. In this Agreement, “Coinax Bermuda Group” means Coinax Bermuda and their corporate affiliates.

1.5 Use of Affiliates and Third Party Service Providers. You acknowledge and agree that, in providing the Coinax Bermuda Services, we may appoint other members of the Coinax Bermuda Group and/or third-party service providers to perform all or any part of the Coinax Bermuda Services on our behalf. Unless we expressly state otherwise, no such affiliate or third party will become a party to this Agreement, and your contractual relationship in respect of the Coinax Bermuda Services is solely with Coinax Bermuda (as applicable). 

1.6 Geographic Restrictions. Each of the services listed in the table below is available to clients who are resident or located in eligible jurisdictions, as determined by Coinax Bermuda in its sole discretion from time to time. Certain additional terms may apply depending on the jurisdiction in which you receive the services, as outlined in the table below.

1.7 Relevant Parts. Coinax Bermuda offers different services. Depending on which service you choose to use, your jurisdiction, or entity type (natural person / legal entity), additional “Parts” of this Agreement (as set out in the table below) will apply in addition to the General Terms in ‎Part A:

IMPORTANT NOTE: As further described in ‎Part A, Section ‎15 (Risks), you should be aware that the risk of loss in trading or holding derivatives, Digital Assets, or derivatives referencing Digital Assets, can be substantial. As with any asset, the value of derivatives, Digital Assets and derivatives referencing Digital Assets can increase or decrease and there can be a substantial risk that you lose money buying, selling, holding, or investing in derivatives, Digital Assets and derivatives Digital Assets.

Coinax Bermuda Limited and Coinax Bermuda Services Limited are regulated by the Bermuda Monetary Authority and each hold a Class F digital asset business licence under the Digital Asset Business Act 2018 (as amended) to conduct the digital assets business activities specified therein. Details of the licensed activities can be found on the Bermuda Monetary Authority (BMA) website at https://www.bma.bm/regulated-entities. 

In relation to derivatives traded on the Deribit Exchange, CBBM may provide its services to you under one of two models: (i) the Derivatives Brokerage Services, under which CBBM acts as your broker and routes your Orders for execution on the Deribit Exchange in CBBM’s name; or (ii) the Settlement Service, under which you contract directly with the Operator of the Deribit Exchange for the execution of trades and CBBM acts solely as your custodian of Margin and other collateral and as your settlement agent. The applicable model will be determined by your eligibility, classification and the on-platform configuration applicable to you, and will be notified to you via the Coinax Bermuda Platform. CBBM is a BMA-regulated broker (digital asset services vendor) and a member of a crypto derivatives exchange (the “Deribit Exchange”), operated by Deribit FZE, a virtual asset service provider licensed by the Dubai Virtual Asset Regulatory Authority (VARA) (the “Operator” of the Deribit Exchange). 

You should consult your financial advisor, legal or tax professional regarding your specific situation and financial condition, and carefully consider whether trading or holding derivatives or Digital Assets is suitable for you. 

1.8 Definitions. In this Agreement, alongside those terms defined within the text, the following terms have the meanings set out below:

(A) “Additional Services” means the services other than the Core Services made available by Coinax Bermuda to users that fulfil certain Eligibility Criteria, as set out in Appendix 3; 

(B) “Available Balance” means the monetary value of Digital Assets (based on the different currencies that the Digital Assets in your Coinax Bermuda Account are quoted in) in your Coinax Bermuda Account which can at the relevant time be utilised to support Margin. This excludes for the avoidance of doubt any Digital Assets that are at the relevant time:

(1) being used for Margin to cover existing open Orders or Positions;

(2) allocated, pledged, posted, reserved or otherwise applied as collateral or margin in respect of any other product, service, position or exposure (including, without limitation, cross-portfolio or cross-product spot margin, financing, lending or derivatives arrangements); or

(3) otherwise unavailable, restricted or withheld by Coinax Bermuda in accordance with this Agreement or as Coinax Bermuda may determine from time to time, acting reasonably.

For the avoidance of doubt, nothing in this definition limits the scope of any Secured Assets or Secured Obligations under Part A, Section 14 (Security Interest).

(C) “Asset Transformation” means the process by which a protocol may upgrade or otherwise change a Digital Asset to a different version (e.g., from v1 to v2 of a Digital Asset). 

(D) “Coinax Bermuda Account” has the meaning given to it in ‎Part A, Section ‎3.1 (Registration of Coinax Bermuda Account);

(E) “Coinax Bermuda Platform” means the technology and connectivity stack, systems, application programming interfaces and user interfaces made available by or on behalf of Coinax Bermuda from time to time through which you may access the Coinax Bermuda Services, which may include user interfaces branded or operated by third parties (for example, the Deribit Exchange) and any successor or replacement interfaces. 

(F) “Coinax Supported Migration” refers to when Coinax Bermuda facilitates the transfer of your Supported Digital Assets to a newer version in connection with an Asset Transformation.

(G) “Core Services” means the Custody Services, Derivatives Brokerage Services, Settlement Services and Digital Asset Services provided by Coinax Bermuda; 

(H) “Custody Services” means the services defined and described in ‎Part C, Section ‎3 (Custody Services); 

(I) “Deribit Rulebook” means the rules, procedures and other conduct of business requirements of the Deribit Exchange for fair and orderly trading on the Deribit Exchange and the powers of the Operator of the Deribit Exchange to supervise the activity on the Deribit Exchange (available at https://support.deribit.com/hc/en-us/articles/25944555524125-Deribit-Exchange-Rulebook);

(J) “Derivatives-Account Spot Trade” means a spot trade in Supported Digital Assets initiated from within your derivatives account or portfolio, as further described in Part C, Section 2;

(K) “Derivatives Brokerage Services” means the services defined and described in ‎Part B, Section ‎1 (Derivatives Brokerage Services) of this Agreement;

(L) “Digital Asset” means any digital asset (including a virtual currency or virtual commodity) which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network;

(M) “Digital Asset Services” means the services defined and described in ‎Part C, Section 1, of this Agreement;

(N) “Digital Asset Wallet” means one or more hosted wallets enabling you to store, track, transfer, and manage Supported Digital Assets;

(O) “Direct Exchange Trade” means any derivatives transaction (including any related order, position, fee, funding payment, premium, mark-to-market amount or close-out amount) entered into by you directly with the Operator of the Deribit Exchange where you are a Settlement Service Client;

(P) “Eligibility Criteria” means the criteria specified by Coinax Bermuda to be eligible for the applicable Coinax Bermuda Services, as published by Coinax Bermuda from time to time and subject to change;

(Q) “Initial Margin” means:

1. in relation to an open Order on a Derivative Contract, the Margin that is required to enter into a new position or increase an existing Position; and
2. in relation to an open Position on a Derivative Contract, the Margin that is blocked within your Coinax Bermuda Account due to it being used to support open Positions;
3. in relation to Cross Collateral Standard Margin, the sum of all initial margin for all instruments that settle in a Settlement Currency X, plus the sum of the initial margin for all instruments that settle in other Settlement Currencies, converted into the Settlement Currency X; and
4. in relation to the Cross Collateral Portfolio Margin, the amount calculated through a risk-based model that takes into account all instruments across all currencies that is expressed in a Settlement Currency.

in each case as calculated by Coinax Bermuda in accordance with the Deribit Rulebook and as notified to you via the Coinax Bermuda Platform. The manner in which Initial Margin is calculated and applied may vary depending on whether your Coinax Bermuda Account is configured for Segregated Standard Margin, Segregated Portfolio Margin, Cross Collateral Standard Margin or Cross Collateral Portfolio Margin, in each case as set out in Part B and the Deribit Rulebook. 

(R) “Maintenance Margin” means the Margin Balance that is required to maintain a Position. For Cross Collateral Standard Margin, Maintenance Margin is the sum of the Maintenance Margin for all instruments that settle in a Settlement Currency X, plus the Maintenance Margin for all instruments that settle in other Settlement Currencies, converted into Settlement Currency X. For Cross Collateral Portfolio Margin, Maintenance Margin is a fraction (between 0 and 1) of the Initial Margin, as determined by the Operator of the Deribit Exchange in accordance with the Deribit Rulebook;

(S) “Margin” means the Equity, in the form of Supported Digital Assets you are required to provide as collateral or security, and, where required, that may be utilised to manage the credit risk arising from potential losses incurred by you, in respect of a relevant Trade. There are two types of Margin, “Initial Margin” and “Maintenance Margin”, as defined in this Agreement;

(T) “Margin Requirements” means, in respect of any Trade or Direct Exchange Trade, the Margin requirements which apply to your positions, as (i) determined by the Operator of the Deribit Exchange in accordance with the Deribit Rulebook and (ii) notified to you by CBBM on the Coinax Bermuda Platform (and/or, in the case of Direct Exchange Trades, made available to you directly by the Operator of the Deribit Exchange) from time to time;

(U) “Month” and “Monthly” as the context requires, means a full calendar month;

(V) “Order” means a firm offer placed by you through the Coinax Bermuda Platform, for execution by CBBM on your behalf on the Deribit Exchange to enter into a Derivative Contract, at a specific value or volume, which if executed results in a Trade, and including any requested amendments to any of the foregoing; 

(W) “Settlement Service” means the service described in Part B, Section 13 (Settlement Service) under which CBBM acts as your custodian of Margin and other collateral and as your settlement agent in respect of derivatives transactions which you enter into directly with the Operator of the Deribit Exchange (and not via the Derivatives Brokerage Services);

(X) “Settlement Service Client” means a client to whom CBBM provides the Settlement Service;

(Y) “Spot Entity” means your Linked Coinax Entity (or, where applicable, CBSL or CBBM) acting in its capacity as the provider of spot trading services to you, as further described in Part C, Section 2;

(Z) “Spot Terms” means the terms of your Linked Account Terms that govern the spot trading services provided to you by your Spot Entity;

(AA) “Supported Digital Asset” means only those particular Digital Assets listed as available to trade or custody in your Digital Asset Wallet. Coinax Bermuda Services and Supported Digital Assets may vary by jurisdiction;

(BB) “Trade” means you entering into a Derivative Contract following the execution of an Order; and

(CC) “Website” means www.deribit.com.

(DD) For the purposes of the Derivatives Brokerage Services and the Settlement Service, terms such as ‘Equity’, ‘Margin Balance’, ‘Initial Margin’, ‘Maintenance Margin’ and ‘Margin Requirements’ have the meanings given in Part B, Section 1.

1.9 Accepting Applicable Terms. By signing up to use an account through https://international.Coinax.com/, or any of our associated websites, application programming interfaces (“APIs”), or mobile applications (collectively the “Site”), you agree that you have read, understood, and accept all of the terms and conditions contained in this Agreement that are relevant to the services, including our Communications Policy in Appendix 2, as well as our Privacy Policy, Cookie Policy and Prohibited Use Policy.

1.10 Services We Provide. We refer to the:

(A) Derivatives Brokerage Services;

(B) Settlement Services;

(C) Digital Asset Services, including Custody Services;

(D) Additional Services; and

(E) such other services as may be offered by Coinax Bermuda from time to time,

collectively, as the “Coinax Bermuda Services”. Each Coinax Bermuda Service is subject to the fulfilment of the relevant Eligibility Criteria. The Coinax Bermuda Services can be accessed via the Coinax Bermuda Platform. 

1.11 Amendment of this Agreement: We may amend this Agreement (including in relation to any other Coinax Bermuda Services) from time to time, We will only make material amendments for a valid reason, such as: (a) to reflect a change in, or in our reasonable interpretation of, applicable law, regulation, rule, sanction or regulatory guidance, or any direction, request or expectation of a competent authority (including the Bermuda Monetary Authority, the Dubai Virtual Asset Regulatory Authority or the Operator of the Deribit Exchange); (b) to reflect a change to the Deribit Rulebook or to our operational, settlement, custody, margining, security, risk-management or service-provider arrangements; (c) to introduce, withdraw or vary a product, service or feature, or to reflect a change in technology or systems; (d) to protect the security, integrity or resilience of the Coinax Bermuda Services, or to address fraud, financial crime or other risks; (e) to reflect a change in our costs or in market conditions; or (f) to make this Agreement clearer or fairer to you or to correct an error. 

Where an amendment is material, we will give you at least 30 days’ prior notice (unless a shorter period is required by law or regulation, or is necessary to address an immediate legal, security or financial-crime risk). We will provide notice by publishing the revised Agreement (a “Revised Agreement“) on the Site and, in the case of material amendments, by an additional notice to you (for example, by email to the address associated with your Coinax Bermuda Account or via the Coinax Bermuda Platform). Amendments will not apply retroactively.

If you do not agree with an amendment, you may close your Coinax Bermuda Account and cease using the Coinax Bermuda Services at any time before it takes effect, at no additional charge (subject to settling any amounts you owe and closing out or transferring any open positions). Your continued access to or use of the Coinax Bermuda Services after a Revised Agreement takes effect constitutes your acceptance of it. Copies of the most up-to-date version of the Agreement will be available on the Site or on request at all times. Nothing in this Section affects any rights you have under applicable law that cannot be excluded or limited.

IMPORTANT NOTICE – TRANSITIONAL ARRANGEMENTS

1.12 This version of the Coinax User Agreement (the “New Agreement“) becomes effective on 9 September 2026 (the “Default Effective Date“). Coinax Bermuda may, however, bring this New Agreement into effect earlier than the Default Effective Date for specified categories of users (including new users who register on or after a date specified by Coinax Bermuda), as further described in Section 1.13 (Transitional Arrangements). The date on which this New Agreement becomes effective for you is your “Effective Date“. Until your Effective Date, your relationship with Coinax Bermuda continues to be governed by the previous version of the Coinax User Agreement (the “Existing Agreement“), which is available here (or such other URL as Coinax Bermuda may notify from time to time). Please read Section 1.13 (Transitional Arrangements) below for further details.

1.13 Transitional Arrangements

(A) Effective Date. This New Agreement will become effective and operative on 9 September 2026 (the “Default Effective Date“), except where an earlier or later date applies to you under this Section 1.13. The date on which this New Agreement becomes effective and operative in respect of you is your “Effective Date“.

(B) Earlier effectiveness for specified users. Coinax Bermuda may, at its sole discretion, bring this New Agreement into effect before the Default Effective Date for any user or category of users that it specifies, by notice published on the Site or otherwise communicated in accordance with Appendix 2 (Communications). Without limitation, Coinax Bermuda may specify a date (an “Early Effective Date“) from which this New Agreement applies to:

(1) all users who register for a Coinax Bermuda Account on or after the Early Effective Date; and/or

(2) any other user or category of users identified by Coinax Bermuda.

Where an Early Effective Date applies to you, that Early Effective Date is your Effective Date, and this New Agreement will govern your relationship with Coinax Bermuda and your use of the Coinax Bermuda Services on and from that date in place of the Existing Agreement.

(C) Deferral of the Effective Date. Coinax Bermuda may, at its sole discretion, defer the Effective Date by notice published on the Site or otherwise communicated to you in accordance with Appendix 2 (Communications).

(D) Existing Agreement remains in force until the Effective Date. Notwithstanding the publication of this New Agreement, up to (but excluding) your Effective Date (the “Transitional Period“) the previous version of the Coinax User Agreement (the Existing Agreement), which is available here, shall continue in full force and effect and shall govern the relationship between you and Coinax Bermuda and your use of the Coinax Bermuda Services.

(E) Notice of Change. By publishing this New Agreement on the Publication Date, Coinax Bermuda is providing you with prior notice, in accordance with Section 1.11 (Amendment of this Agreement) of the Existing Agreement, that the Existing Agreement will be replaced in its entirety by this New Agreement with effect from your Effective Date. Coinax Bermuda will also notify existing customers of this change by email to the address associated with their Coinax Bermuda Account.

(F) Acceptance by new customers. Any customer who registers for a Coinax Bermuda Account, or who first accepts the terms accessible via the URL https://www.Coinax.com/legal/user_agreement/cbbm_cbsl, during the Transitional Period shall be deemed to have:

(1) where this New Agreement is not yet effective for them, accepted and agreed to be bound by the Existing Agreement with immediate effect (and the Existing Agreement shall govern their relationship with Coinax Bermuda until their Effective Date), and accepted and agreed to be bound by this New Agreement with effect from their Effective Date, without the need for further action or acceptance on or after that date; or

(2) where an Early Effective Date specified by Coinax Bermuda applies to them (including by reason of registering on or after an Early Effective Date specified for new users), accepted and agreed to be bound by this New Agreement with immediate effect from that Early Effective Date, without the Existing Agreement applying to them.

(G) Effect on and from the Effective Date. On and from your Effective Date:

(1) this New Agreement shall come into full force and effect and shall replace and supersede the Existing Agreement in its entirety, save in respect of any rights, obligations or liabilities that accrued under the Existing Agreement prior to your Effective Date (which shall continue to be governed by the Existing Agreement); and

(2) your continued access to or use of the Coinax Bermuda Services and/or the Site on or after your Effective Date shall constitute your acceptance of, and agreement to be bound by, this New Agreement.

(H) Right to close your Account. If you do not agree to this New Agreement, you may at any time prior to your Effective Date close your Coinax Bermuda Account and cease using the Coinax Bermuda Services in accordance with Section 9 (Suspension, Termination, and Cancellation) of the Existing Agreement.

(I) Survival of this Section. This Section 1.13 shall cease to have effect on and from the Effective Date, save that paragraph (G)(1) (preservation of accrued rights and liabilities under the Existing Agreement) shall survive indefinitely.

1.14 Dispute Resolution: PLEASE BE AWARE THAT ‎PART A, SECTION ‎11 (CUSTOMER FEEDBACK, QUERIES, COMPLAINTS, AND DISPUTE RESOLUTION) OF THIS AGREEMENT, CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND Coinax BERMUDA. PLEASE READ ‎PART A, SECTION ‎11 CAREFULLY. 

1.15 Order of Precedence. If there is a conflict between this ‎Part A of the Agreement and any other Part, the other Part will take priority.

1.16 Several Liability. You agree that the liability of each of CBBM and CBSL under this Agreement is several and not joint, and each of CBBM and CBSL shall be liable only for their own respective obligations under this Agreement, and solely in respect of the Coinax Bermuda Services delivered by them, and any respective breaches by them of those obligations. This means that each of them is responsible to you for their own breaches of this Agreement, and not for each other’s breaches.

2. Eligibility

2.1 Eligibility Conditions. To be eligible to use any of the Coinax Bermuda Services, if you are an individual you must be at least 18 years old and reside in a country in which the relevant Coinax Bermuda Services are accessible; and if you are an entity, you must be duly organised and validly existing under the applicable laws of the jurisdiction of your organisation. There are certain features which may or may not be available to you depending on your location and other Eligibility Criteria.

3. Account setup

3.1 Registration of Coinax Bermuda Account. To use the Coinax Bermuda Services, you will need to register for a Coinax Bermuda account (a “Coinax Bermuda Account”) by providing your details or, in the case of corporate entities, the details of the legal entity that is entering into this Agreement, including, but may not be limited to, your name, email address and a password, completing certain verification procedures, and accepting the terms of this Agreement. By using a Coinax Bermuda Account, you agree and represent that you will use the applicable Coinax Bermuda Services only for yourself or, where Part A, Section 1.3 applies, on behalf of the legal entity that is entering into this Agreement as an Authorised User, and not on behalf of any third party. Each customer may register only one Coinax Bermuda Account. You are fully responsible for all activity that occurs under your Coinax Bermuda Account. We may, in our sole discretion, refuse to open a Coinax Bermuda Account for you, or suspend, or restrict, or terminate any Coinax Bermuda Accounts (including but not limited to duplicate accounts) or suspend, or restrict, or terminate the trading of specific Digital Assets or derivatives in your Coinax Bermuda Account or the sending of Digital Assets from your Coinax Bermuda Account. Please see ‎Part A, Section ‎11 (Customer Feedback, Queries, Complaints, and Dispute Resolution) below for more information. 

3.2 Consent to Access; Processing and Storage of your Personal Data & Identity Verification. You agree to provide us with the information we request (which we may request during registration for your Coinax Bermuda Account or at any time deemed necessary) for the purposes of identity verification, providing the Coinax Bermuda Services to you (including the establishment of applicable limits), and the detection of money laundering, terrorist financing, fraud, or any other financial crime, including as set out in Appendix 1 (Verification Procedures and Limits) and permit Coinax Bermuda Group to keep a record of such information. 

3.3 Type of Information we May Request. The information we request may include (but is not limited to) personal information such as your name, residential address, telephone number, email address, date of birth, taxpayer identification number, government identification number, information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) network status, customer type, customer role, billing type, mobile device identifiers (e.g. international mobile subscriber identity and international mobile equipment identity) and other subscriber status details, and any such information that Coinax Bermuda is required to collect from time to time under applicable law. Where you are a corporate client, we may also request information relating to the entity you represent (including its legal name, jurisdiction of incorporation, registered address, legal entity identifier, beneficial ownership structure, and constitutional documents) and information relating to each Authorised Person (including business contact information).

3.4 Enhanced Due Diligence: You may also be required to undergo “Enhanced Due Diligence”, where Coinax Bermuda may request that you submit additional information about yourself or your business, provide relevant records, and arrange for meetings with Coinax Bermuda staff so that Coinax Bermuda may, among other things, establish the source of your wealth and source of funds for any transactions carried out in the course of your use of Coinax Bermuda Services.

3.5 Accuracy of Information; Updates and Record‑Keeping. In providing us with this or any other information that may be required, you confirm that the information is true, accurate and complete, and you have not withheld any information that may influence Coinax Bermuda’s evaluation of you for the purposes of your registration for a Coinax Bermuda Account or the provision of Coinax Bermuda Services to you. You undertake to promptly notify in writing and provide Coinax Bermuda with information regarding any changes in circumstances that may cause any such information provided to become false, inaccurate or incomplete and also undertake to provide any other additional documents, records and information as may be required by Coinax Bermuda and/or applicable law. You permit us to keep records of such information. We will treat this information in accordance with ‎Part A, Section ‎12 (Data Protection). 

3.6 Authorisations for Verification and Fraud Prevention You authorise 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. When we carry out these enquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our enquiries in full. This is an identity check only and should have no adverse effect on your credit rating. Additionally, we may require you to wait some amount of time after completion of a transaction before permitting you to use further Coinax Bermuda Services and/or before permitting you to engage in transactions beyond certain volume limits. We 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. Further, you authorise your wireless carrier to use or disclose information about your account and your wireless device, if available, to Coinax Bermuda or its service provider for as long as you have a Coinax Bermuda Account, solely to help them identify you or your wireless device and to prevent fraud.

3.7 Requirement to maintain a Linked Coinax Account. To open and continue to maintain a Coinax Bermuda Account and access the Coinax Bermuda Services, you acknowledge and agree that you may be required to maintain an active account in good standing with a designated member of the Coinax Bermuda Group (or such other Coinax affiliate as Coinax Bermuda may notify to you from time to time via the Coinax Bermuda Platform) that is applicable to your jurisdiction and client classification (such account, your “Linked Coinax Account“, and the entity maintaining it, your “Linked Coinax Entity“). Your Linked Coinax Account will be governed by a separate user agreement, terms and conditions, privacy policy and other contractual documentation entered into between you and your Linked Coinax Entity (your “Linked Account Terms“). The Linked Account Terms are separate from, and in addition to, this Agreement.

3.8 Dependency. You acknowledge and agree that, where you are required to maintain a Linked Coinax Account:

(A) your access to the Coinax Bermuda Services from CBBM relies in part on the websites, systems and services provided to you by your Linked Coinax Entity;

(B) CBBM may share with your Linked Coinax Entity (and your Linked Coinax Entity may share with CBBM) information about you, your Coinax Bermuda Account, your Linked Coinax Account, your transactions, balances, instructions, status and any other matters necessary or appropriate to give effect to the operational, security, settlement, custody, margining and risk management arrangements between CBBM and your Linked Coinax Entity, in each case subject to applicable law and our respective privacy policies; and

(C) your eligibility to use the Coinax Bermuda Services from CBBM may depend on your status, classification and standing with your Linked Coinax Entity.

3.9 Suspension or termination of Linked Coinax Account. Without prejudice to Part A, Section 7 (Suspension, Termination, Events of Default), where you are required to maintain a Linked Coinax Account you acknowledge and agree that, if at any time:

(A) your Linked Coinax Account is suspended, restricted, terminated or closed (whether by you, by your Linked Coinax Entity or otherwise);

(B) your Linked Coinax Entity is no longer able or willing to provide services to you, or to accept or process transfers to or from your Coinax Bermuda Account; or

(C) your Linked Coinax Account ceases to be in good standing, or your eligibility for the relevant Linked Account Terms is withdrawn or lapses,

CBBM may (without further notice and in addition to all of its other rights under this Agreement) suspend, restrict, terminate or close your Coinax Bermuda Account, prevent you from opening any new Orders or Positions, restrict your activity to closing out existing Trades, Direct Exchange Trades and other open positions, exercise its rights under Part A, Section 7 (Suspension, Termination, Events of Default) and Part A, Section 14 (Security Interest), and/or take any other action it considers appropriate in the circumstances.

3.10 No assumption of liability. Coinax Bermuda is not a party to, and has no responsibility or liability under, the Linked Account Terms or in respect of any service provided to you by your Linked Coinax Entity. Your Linked Coinax Entity is not a party to, and (save as expressly provided in this Agreement or under any applicable counterparty acknowledgment) has no responsibility or liability under this Agreement.

4. Authorisation to Transfer Funds between Coinax Bermuda Account and Linked Coinax Account

4.1 Funding of the Coinax Bermuda Account. You acknowledge and agree that:

(A) your Coinax Bermuda Account may only be funded by way of transfers of Supported Digital Assets (and, where applicable, any other supported asset) from your Linked Coinax Account; and

(B) all withdrawals and outgoing transfers of Supported Digital Assets (and any other supported asset) from your Coinax Bermuda Account shall be made to your Linked Coinax Account (or, where Coinax Bermuda expressly permits, to such other destination as you may instruct in accordance with this Agreement and the policies of Coinax Bermuda from time to time).

4.2 Transfers between your Coinax Bermuda Account and your Linked Coinax Account. You authorise and instruct Coinax Bermuda (and, by your acceptance of the Linked Account Terms, your Linked Coinax Entity), without further authorisation, notice to or consent from you, to initiate, process, give effect to and/or accept transfers of Supported Digital Assets and other assets between your Coinax Bermuda Account and your Linked Coinax Account, in either direction, at such times, in such amounts, on such frequency (including on a one-off, periodic, scheduled, end-of-day, intraday, real-time or automated basis), and using such operational arrangements (including any automated, manual, scheduled or instruction-based mechanism) as Coinax Bermuda may determine from time to time to be necessary or appropriate, including for any of the following purposes:

(A) to fund your Coinax Bermuda Account, or to return funds from your Coinax Bermuda Account to your Linked Coinax Account;

(B) to meet your applicable Margin Requirements or to support any Order, Trade, Position, Direct Exchange Trade or other obligation in respect of your Coinax Bermuda Account;

(C) to reduce, cure or avoid any margin deficiency, deficit, debit balance, shortfall or negative equity in your Coinax Bermuda Account;

(D) to return to your Linked Coinax Account any Supported Digital Assets or other assets standing to the credit of your Coinax Bermuda Account that, in Coinax Bermuda’s determination, are in excess of your applicable Margin Requirements and other Secured Obligations to Coinax Bermuda and any other Secured Party at the relevant time;

(E) to settle any fees, commissions, interest, charges, costs, expenses or other amounts owed by you to Coinax Bermuda or any other Secured Party in accordance with this Agreement;

(F) to give effect to any consequence of an Event of Default, suspension, termination or cancellation, or other right of Coinax Bermuda under Part A, Section 7 (Suspension, Termination, Events of Default), or any enforcement of the Security Interest under Part A, Section 14 (Security Interest); and/or

(G) to give effect to any other provision of this Agreement, the Linked Account Terms or any operational, settlement, risk management or security perfection arrangement between Coinax Bermuda and your Linked Coinax Entity that contemplates a transfer of assets between your Coinax Bermuda Account and your Linked Coinax Account.

No transfer made under this Section 4.2 shall result in your Coinax Bermuda Account failing to satisfy applicable Margin Requirements or creating any deficit, debit balance or shortfall, save to the extent such transfer is made in connection with paragraph (E), (F) or (G) above or is otherwise expressly contemplated by this Agreement.

Coinax Bermuda may change the arrangements, mechanisms, frequency and timing of transfers under this Section 4.2 at any time, and the absence of any particular transfer (including any automatic sweep or top-up) shall not constitute a waiver of, or otherwise limit, Coinax Bermuda’s rights under this Agreement.

4.3 Operational arrangements with Linked Coinax Entity. Coinax Bermuda and your Linked Coinax Entity may agree operational, settlement, sweep, top-up, security perfection and information-sharing arrangements (including the use of automated sweeps, daily and intraday settlement cycles and electronic instruction channels) to give effect to this Section 4 and any other provision of this Agreement which contemplates a flow of assets or information between your Coinax Bermuda Account and your Linked Coinax Account. You acknowledge and agree that Coinax Bermuda is entitled and instructed to act on, and your Linked Coinax Entity is entitled and instructed to give effect to, all such operational arrangements (including any automated instructions issued by Coinax Bermuda to your Linked Coinax Entity in connection therewith) without further consent from you.

4.4 Different protection regimes. You acknowledge, understand and agree that:

(A) your Coinax Bermuda Account and the Supported Digital Assets and other assets held in it are governed by this Agreement and by the laws and regulations applicable to Coinax Bermuda (including the Digital Asset Business Act 2018 (as amended) and the rules of the Bermuda Monetary Authority);

(B) your Linked Coinax Account and the assets held in it are governed by the Linked Account Terms and by the laws and regulations applicable to your Linked Coinax Entity, which may be materially different from those applicable to Coinax Bermuda and may afford materially different (including more, less or different) protections, safeguards, segregation requirements, insolvency treatments, compensation scheme coverage and/or rights of recourse to those that apply to assets held with Coinax Bermuda;

(C) where assets are transferred from your Linked Coinax Account to your Coinax Bermuda Account, those assets will cease to be subject to the Linked Account Terms and the regulatory regime applicable to your Linked Coinax Entity and will, from the time they are credited to your Coinax Bermuda Account, become subject to this Agreement, the regulatory regime applicable to Coinax Bermuda and, where applicable, the Security Interest under Part A, Section 14 (Security Interest), the Deribit Rulebook and any other arrangements affecting the Secured Assets;

(D) conversely, where assets are transferred from your Coinax Bermuda Account to your Linked Coinax Account, those assets will cease to be subject to this Agreement and the regulatory regime applicable to Coinax Bermuda and will become subject to the Linked Account Terms and the regulatory regime applicable to your Linked Coinax Entity;

(E) no protection, safeguard, segregation, insolvency treatment, compensation scheme coverage or right of recourse available in respect of assets held with Coinax Bermuda (whether under Bermuda law or this Agreement) extends to or applies in respect of assets held in your Linked Coinax Account, and vice versa; and

(F) you should refer to the Linked Account Terms and any related risk disclosures published by your Linked Coinax Entity for further information regarding the treatment, protection and risk of assets held in your Linked Coinax Account.

4.5 No liability for Linked Coinax Entity acts or omissions. Without prejudice to Part A, Section 8 (Liability), Coinax Bermuda shall not be liable for any loss, delay, error or other consequence arising directly or indirectly from any act, omission, default, failure, suspension, termination, restriction, insolvency or other event affecting your Linked Coinax Account or your Linked Coinax Entity (including any failure, delay or refusal by your Linked Coinax Entity to credit, debit, transfer, hold, release or otherwise deal with any assets in connection with this Section 4), save in the case of Coinax Bermuda’s own fraud, gross negligence or wilful default.

5. Fees, Taxes, Set-Off

5.1 Fees, Interest, Commissions and Charges. You agree to be responsible for the payment of and pay all fees. The relevant fees for the Coinax Bermuda Services shall be published on the Coinax Bermuda Platform, as amended from time to time, and shall form part of this Agreement.

5.2 Payment. You shall promptly pay all of Coinax Bermuda’s fees, interest, commissions and/or other charges at such rates and in such manner as Coinax Bermuda may impose and stipulate from time to time with respect to the delivery and/or performance of any Coinax Bermuda Services or otherwise for the maintenance of your Coinax Bermuda Account (as defined below) or the provision of any service to you or in connection with your Coinax Bermuda Account.

5.3 Variation of Fees. Coinax Bermuda reserves the right from time to time in its sole and absolute discretion and by notice to you to vary the rates of fees, interest, commissions and charges or impose other fees, interest, commissions and charges. Fees, interest, commissions and other charges may be quoted on request, posted on the Coinax Bermuda Platform or individually notified via email or other modes of communication as Coinax Bermuda in its sole and absolute discretion may deem fit. It is your responsibility to ensure that you are aware of current applicable fees, interest, commission, charges and rates.

5.4 Third-Party Fees. Where the Coinax Bermuda Services involve access to services provided by or through a third party (including the Deribit Exchange), fees payable by you in respect of those services may be set by the relevant third party and collected by or on behalf of Coinax Bermuda by that third party on a pass-through basis. Details of any such fees will be made available on the Coinax Bermuda Platform or notified to you in accordance with Part A, Section ‎4.3. For the avoidance of doubt, Coinax Bermuda may be separately remunerated by the relevant third party in connection with the provision of such services.

You acknowledge and agree that, in connection with CBBM acting as your agent and routing your Orders to the Deribit Exchange (as described in Part B, Section 2.1):

(A) CBBM may receive commissions, rebates, payments or other remuneration from the Operator of the Deribit Exchange in connection with your Orders, Positions and/or Trades, including (without limitation) amounts calculated by reference to your trading activity or the fees you pay; and

(B) CBBM may retain all or part of any such commissions, rebates, payments or other remuneration as compensation for the Derivatives Brokerage Services it provides to you, in addition to any fees charged to you under this Agreement.

By using the Derivatives Brokerage Services, you provide your informed consent to CBBM receiving and retaining such remuneration on the basis described in this Section.

5.5 Settlement. All commissions, interest, fees, charges or other amounts owed by you to Coinax Bermuda may be settled by Coinax Bermuda at its sole and absolute discretion on the day they fall due by debiting your Coinax Bermuda Account with the relevant amount payable by you. In the event that there are insufficient Digital Assets in your Coinax Bermuda Account, you acknowledge that any amount due and payable from you under this Agreement is a debt immediately due and owing by you to Coinax Bermuda (or either of CBBM or CBSL, as applicable).

5.6 Interest. Coinax Bermuda shall be entitled at its sole and absolute discretion to charge interest on any amount due to Coinax Bermuda from you at such rate and calculated and/or compounded in such manner as Coinax Bermuda may impose and determine from time to time and to debit any Coinax Bermuda Account in respect of the interest due.

5.7 Deductions and Withholdings. All amounts owed to Coinax Bermuda shall be settled in such Digital Assets as solely determined by Coinax Bermuda from time to time and shall be free of deduction or withholdings (if applicable). If you are required to effect such deductions or withholdings, then the amount due to Coinax Bermuda shall be increased by such amount as shall result in Coinax Bermuda receiving an amount equal to the amount Coinax Bermuda should have received in the absence of such deduction or withholding.

5.8 Taxes. You are solely responsible for reporting and paying any applicable taxes arising from transactions using Coinax Bermuda Services, and acknowledge that Coinax Bermuda does not provide investment, legal, or tax advice governing these transactions. You understand that Coinax Bermuda may report information with respect to your transactions, payments, transfers, or distributions made by or to you with respect to your activities using Coinax Bermuda Services to a tax or governmental authority to the extent such reporting is required by applicable law. Coinax Bermuda also shall withhold taxes applicable to your transactions or to payments or distributions made or deemed made to you to the extent such withholding is required by applicable law. From time to time, Coinax Bermuda shall ask you for tax documentation or certification of your taxpayer status as required by applicable law, and any failure by you to comply with this request in the time frame identified may result in withholding and/or remission of taxes to a tax authority as required by applicable law. In addition, Coinax Bermuda may, to the extent permitted by applicable law, limit, suspend, or block your access to some or all of the Coinax Bermuda Services until such tax documentation or certification is provided. 

5.9 Repayment. If for any reason Coinax Bermuda cannot effect payment or repayment to you in a particular Digital Asset in which payment or repayment is due, Coinax Bermuda may affect payment or repayment in an equivalent amount of any other Digital Assets selected by Coinax Bermuda based on a rate of exchange solely determined by Coinax Bermuda, acting reasonably, in respect thereof at the relevant time.

5.10 Set-off. Without prejudice to any right of set off under this Agreement or applicable law, you acknowledge and agree that CBBM and/or CBSL may set-off all amounts of whatever nature, denominated in whatever Digital Asset or currency or otherwise and wherever arising which are due from you (or, where appropriate, from the relevant entity for whom you are acting) or to you (or, where appropriate, to the relevant entity for whom you are acting) in respect of the Coinax Bermuda Services and/or any other Coinax Bermuda Services provided to you through the Coinax Bermuda Platform or otherwise. You further acknowledge and agree that CBBM and/or CBSL may set-off all amounts of whatever nature that are held anywhere within the Coinax Bermuda Group and that you (or, where appropriate, the entity for whom you are acting) will not be entitled to exercise any right of set-off or counterclaim against amounts due to CBBM and/or CBSL.

5.11 Sub-Precision Amounts (Dust). The Coinax Bermuda Services, and the systems and venues that support them (including the Deribit Exchange), can only process and hold balances of each Supported Digital Asset up to a set number of decimal places. From time to time, a deposit, transfer, trade or balance may include a very small residual fraction that is below the smallest amount we are able to support for that asset (“Dust“). Where this happens, we will round your balance down to the nearest supported amount, and you agree that any resulting Dust will be transferred to us and may be retained by us for our own account. Dust amounts are by their nature very small and, once forfeited, will not be held for you, will not earn any rewards or interest, and will not be returned to you. This Section does not affect any rights you have under applicable law that cannot be excluded.

6. Transactions limits

6.1 General. Your transaction limits may vary depending on the services, your payment method, verification steps you have completed, and other factors including how much leverage you are maintaining within your Coinax Bermuda Account and the balance of your Equity. We reserve the right to change applicable limits as we deem necessary. 

7. Suspension, Termination, Events Of Default

7.1 Event of Default. It shall be an “Event of Default” under this Agreement if:

(A) the Margin held in respect of any one or more of your Trades, Direct Exchange Trades or Positions, or the aggregate Margin held across your Coinax Bermuda Account, falls below applicable Margin Requirements (whether assessed on a per-Trade, per-position, per-Settlement Currency or portfolio / cross-collateral basis, as applicable);

(B) you have failed to comply with or perform any of your obligations hereunder, whether in respect of your Coinax Bermuda Account, any Trades, Direct Exchange Trades or Positions, or otherwise, and/or you have failed to comply with or perform any obligation under this Agreement or any other agreement with Coinax Bermuda relating to services provided by Coinax Bermuda to you (including without limitation your failure to make, when due, any payment or delivery required to be made by you under this Agreement, or to provide, maintain or top up Margin or other collateral when required (whether in respect of a particular Trade, Direct Exchange Trade or Position or on an aggregate, portfolio or account-wide basis));

(C) any representation, warranty, agreement or undertaking made by you to Coinax Bermuda (whether under or in connection with this Agreement or any other material statement made by you in or in connection with the same) is untrue, inaccurate, incomplete or misleading in any respect at the time when made by you or thereafter at any time becomes untrue, inaccurate, incomplete or misleading in any respect and you fail to inform Coinax Bermuda of the true position as soon as reasonably practicable;

(D) in the event that you are an individual – you become deceased, bankrupt or commence action (or have any action commenced against you) to place you into bankruptcy or personal insolvency or you are otherwise unable to pay your debts as and when they fall due;

(E) in the event that you are acting on behalf of a partnership – any of the partners thereof shall become deceased, bankrupt or commence action (or have any action commenced against them) to place them into bankruptcy or personal insolvency or are otherwise unable to pay their debts as and when they fall due or if any action is commenced to dissolve the partnership;

(F) in the event that you are a corporation or are acting on behalf of a corporation – the corporation shall be unable to pay its debts as and when they fall due, or action is commenced to place the corporation in insolvency, judicial management, receivership, administrative management, or any similar or analogous proceedings;

(G) any investigation, claim, action or proceeding of any nature is commenced against you (including without limitation investigation into suspected market abuse, manipulation or other criminal conduct), you have breached applicable laws or steps are taken by any person to enforce any security interest against you;

(H) a credible allegation of fraud, misconduct, embezzlement, money laundering, insider trading, market manipulation abuse or other material illegality, breach of regulation or impropriety is made against you (whether by Coinax Bermuda or a third party) or Coinax Bermuda otherwise reasonably believes that you have used the Coinax Bermuda Services with improper intent, which Coinax Bermuda, acting in good faith and a commercially reasonable manner, believes could reasonably result in reputational harm to Coinax Bermuda, compromise the integrity of the markets maintained by Coinax Bermuda and/or result in losses being sustained by other users;

(I) in relation to you, a default, Event of Default, termination event or the like occurs or becomes capable at such time of being declared under any other agreement of whatever nature with any affiliate of Coinax Bermuda;

(J) any event or circumstance occurring which, in the reasonable opinion of Coinax Bermuda, has or is reasonably likely to have a Material Adverse Effect with regard to you. For the purpose of this ‎Part A, Section ‎7.1 “Material Adverse Effect” shall mean a material adverse effect on (a) your business, operations, property, condition (financial or otherwise) or prospects; or (b) your ability to perform obligations under this Agreement, or (c) the validity or enforceability or effectiveness of this Agreement, or (d) the rights and remedies of Coinax Bermuda under this Agreement;

(K) in the event that you are an institutional client – in relation to you, any indebtedness or other financial obligation in an amount greater than U.S. $250,000 (or its equivalent in any other currency or currencies) becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments with any other party before it would otherwise have been due and payable or by reason of any default, Event of Default, termination event or the like on your part; or

(L) Coinax Bermuda reasonably believes that any of the circumstances set out under Sections (A) – (K) above are likely to happen and Coinax Bermuda also reasonably believes that any action described in ‎Part A, Section ‎7.2 (Consequences Of An Event Of Default) below is necessary, desirable or expedient to protect its interests or the interests of Coinax Bermuda’s other clients.

7.2 Consequences Of An Event Of Default. Where an Event of Default occurs, Coinax Bermuda may (but is not obliged to) immediately or any time thereafter do any one or more of the following without prior notice:

(A) suspend (indefinitely or otherwise) cancel or terminate any Coinax Bermuda Account, any services provided to you and/or Coinax Bermuda’s broader relationship with you or prohibit you from opening any Coinax Bermuda Account and/or accelerate any and all of your liabilities to Coinax Bermuda (including any and all fees, interest, commission, and charges owed by you to Coinax Bermuda) so that they shall become immediately due and payable;

(B) liquidate, accelerate, and/or close out any outstanding transaction (including any trade which has yet to be settled on the date on which Coinax Bermuda terminates such transaction) by determining its value in good faith and in its absolute discretion as of the date of such liquidation, acceleration or close-out as soon as practicable thereafter. You agree that where the same relates to a Derivative Contract, such shall be carried out by Coinax Bermuda by unilateral instruction to the Operator of the Deribit Exchange;

(C) at such times and manner as Coinax Bermuda may reasonably determine based on, but not limited to, market conditions and portfolio health, sell or otherwise transfer any Digital Assets or other property which Coinax Bermuda may hold for you or which has been transferred to Coinax Bermuda by you and apply the proceeds to the discharge of your obligations, subject to Coinax Bermuda’s rights to set-off and net amounts owed as between you and Coinax Bermuda as set out under ‎Part A, Section ‎5.10 (Set-off) of this Agreement or otherwise under this Agreement or applicable laws;

(D) vary the applicable Margin Requirements and/or liquidate or exercise its power to sell the Margin or part thereof at a price which Coinax Bermuda deems appropriate in the circumstances. You agree that where the same relates to a Derivative Contract, such shall be carried out by Coinax Bermuda by unilateral instruction to the Operator of the Deribit Exchange;

(E) apply any amounts of whatsoever nature standing to your credit against any amounts which you owe under this Agreement (of whatsoever nature and howsoever arising, including any contingent amounts), or generally to exercise Coinax Bermuda’s rights of netting and set-off as set out under ‎Part A, Section ‎5.10 (Set-off) of this Agreement or otherwise under this Agreement or applicable laws;

(F) demand any shortfall after the application of ‎Part A, Section ‎7.2‎(C) above from you, or hold any excess pending full settlement of any other of your obligations, or pay any excess to you by way of any methods deemed appropriate by Coinax Bermuda;

(G) restrict your ability to withdraw any Digital Assets from any Coinax Bermuda Account; 

(H) in the event that Coinax Bermuda determines that the user is in Event of Default under Part A, Section‎ 6.1(H) of this Agreement, Coinax Bermuda reserves the right (without liability to the user or any third party) to unwind or reverse any transactions (as relevant by instruction to the Operator of the Deribit Exchange), freeze any or all amounts allocated to user’s Coinax Bermuda Account, and/or deduct any amounts allocated to user’s Coinax Bermuda Account that relate to or arise out of any transactions entered into by the user in connection with any of the circumstances referred to in ‎Part A, Section 7.1(H); or

(I) where you are a Settlement Service Client, give effect to any instruction, notification or direction received from the Operator of the Deribit Exchange in respect of your Direct Exchange Trades or any Settlement Service Collateral, including (without limitation) instructions to liquidate, close out, transfer, lock, release, debit, credit or otherwise apply any portion of your Settlement Service Collateral or your Coinax Bermuda Account, in each case in accordance with Part B, Section 13 (Settlement Service) and Part A, Section 14 (Security Interest). Coinax Bermuda shall not be liable for acting on any such instruction or direction it reasonably believes (acting in good faith and in a commercially reasonable manner) to have been given by, or on behalf of, the Operator of the Deribit Exchange, save in the case of Coinax Bermuda’s gross negligence, wilful default or fraud.

To the extent permitted under applicable law, you will be responsible for the reasonable costs and expenses of collection of any unpaid deficiency in your Coinax Bermuda Account including, but not limited to, legal counsel’s fees incurred and payable or paid by Coinax Bermuda, and shall be responsible for any other reasonable costs and expenses incurred by Coinax Bermuda in exercising any of its rights under this Section ‎6 pursuant to any Event of Default.

7.3 Suspension, Termination and Cancellation. All offers to trade are subject to acceptance by us. We may: (a) refuse to complete, or place on hold, block, cancel or reverse a transaction you have authorised (even after funds have been debited from your Coinax Bermuda Account), (b) suspend, restrict, or terminate your access to any or all of the Coinax Bermuda Services, (c) limit the use of the Coinax Bermuda Platform, and/or (d) deactivate or cancel your Coinax Bermuda Account with immediate effect for good reason, including, but not limited to where:

(A) we are required by a governmental authority to do so or under applicable law;

(B) you fail to pay fees within 7 days of the due date;

(C) you are, or appear to be, unable to meet your obligations in respect of one or more trades;

(D) you are subject to an insolvency event of any type (as determined in our absolute discretion);

(E) you do not place a trade on the Coinax Bermuda Platform for a continuous period of 3 months provided that this paragraph (E) shall not apply to (i) Settlement Service Clients in respect of any period during which they hold Settlement Service Collateral with Coinax Bermuda or maintain open Direct Exchange Trades with the Operator of the Deribit Exchange, or (ii) clients whose use of the Coinax Bermuda Services is solely for Custody Services;

(F) any investigation, claim, action or proceeding of any nature is commenced against you (including without limitation investigation into suspected market abuse, manipulation or other criminal conduct), you have breached applicable laws or steps are taken by any person to enforce any security interest against you;

(G) you are in breach of this Agreement;

(H) we otherwise feel it is necessary in order to protect us or the Coinax Bermuda Platform; or

(I) we (or any member of the Coinax Bermuda Group, or the Operator of the Deribit Exchange) are required, or reasonably consider it necessary or desirable, to do so in order to comply with, or in light of any change to (or any change in interpretation of), any applicable law, regulation, rule, sanction, order, guidance or licence condition, or any direction, request or expectation of any governmental, regulatory, judicial, fiscal or self-regulatory authority (including, without limitation, the Bermuda Monetary Authority, the Dubai Virtual Asset Regulatory Authority, and any other regulator with jurisdiction over Coinax Bermuda, any Coinax Bermuda Group entity or the Operator of the Deribit Exchange).

7.4 Insufficient Funds. We may also refuse to complete or block, cancel or reverse a transaction you have authorised where there is insufficient Digital Assets in your Digital Asset Wallet to cover the transaction and (where applicable) associated fees at the time that we receive notification of the transaction or if your credit or debit card or any other valid payment method linked to your Coinax Bermuda Account or Digital Asset Wallet is declined.

7.5 Protecting Service Integrity and Security. We reserve the right to take such measures as may be necessary to protect the integrity and security of Digital Assets and the Coinax Bermuda Services generally, including (but not limited to) temporarily suspending the Coinax Bermuda Services for a specified or indefinite period of time. Where it is practically and commercially feasible to do so, we will use our reasonable efforts to provide you with notice of any such operational changes, however, such disruption may be a consequence of matters 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. If we are unable or refuse to complete any attempted transaction in circumstances where the Coinax Bermuda Services are suspended, we bear no liability for any purported or actual loss arising as a consequence of your inability to effect transactions during the time for which the Coinax Bermuda Services (or your Coinax Bermuda Account) are suspended. 

7.6 Notice, Reasons and Reinstatement Following Suspension. If we suspend, restrict or close your Coinax Bermuda Account, and / or terminate your use of Coinax Bermuda Services, we will (unless it would be unlawful for us to do so) provide you with notice of our actions and the reasons for refusal, suspension or closure, and where appropriate, with the procedure for correcting any factual errors that led to the refusal, suspension or closure of your Coinax Bermuda Account. In the event that we refuse to complete a transaction and / or suspend your Coinax Bermuda Account, we will lift the suspension or complete the transaction as soon as reasonably practicable once the reasons for refusal and / or suspension no longer exist. However, we are under no obligation to allow you to reinstate a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction.

7.7 Discretionary Termination on Notice. Notwithstanding the foregoing, we may suspend, restrict, or terminate your access to any or all of the Coinax Bermuda Services and/or deactivate or cancel your Coinax Bermuda Account, without reason, by giving you 30 days’ notice. You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your Coinax Bermuda Account, may be based on confidential criteria that are essential for the purposes of our risk management and security protocols. You agree that Coinax Bermuda is under no obligation to disclose the details of its risk management and security procedures to you.

7.8 Consequences of Termination or Suspension. On termination of this Agreement for any reason, unless prohibited by applicable law or by any court or other order to which Coinax Bermuda is subject in any jurisdiction, you are permitted to access your Coinax Bermuda Account for ninety (90) days thereafter for the purposes of closing out Trades, and/or transferring Supported Digital Assets out of your Digital Asset Wallet(s) and / or out of the Coinax Bermuda Platform. In addition, where you are a Settlement Service Client, the consequences of termination shall be governed by Part B, Section 13.12 (Termination of the Settlement Service); in particular, (i) any Settlement Service Collateral shall continue to be subject to the Security Interest, the Deribit Rulebook and the operational arrangements between Coinax Bermuda and the Operator of the Deribit Exchange until all your obligations to the Operator of the Deribit Exchange in respect of open Direct Exchange Trades have been satisfied or otherwise discharged, (ii) Coinax Bermuda may continue to act on instructions of the Operator of the Deribit Exchange in respect of such Settlement Service Collateral during such period, and (iii) you remain solely responsible for managing your relationship with the Operator of the Deribit Exchange and arranging for an alternative custody and settlement arrangement acceptable to the Operator. You are not permitted to use the Coinax Bermuda Services or your Coinax Bermuda Account for any other purposes during these periods and we may, at our discretion, limit the functionality of the Coinax Bermuda Platform or access to the Site for you accordingly. 

7.9 Reverification. If we suspend or close your Coinax Bermuda Account or terminate your use of Coinax Bermuda Services for any reason, we reserve the right to require you to re-complete the procedures outlined at ‎Part A, Section ‎3.2 (Consent to Access; Processing and Storage of your Personal Data & Identity Verification) before permitting you to transfer or withdraw Supported Digital Assets. You may cancel your Coinax Bermuda Account at any time by visiting: https://help.Coinax.com/en/Coinax/managing-my-account/update-my-account/how-can-i-close-my-account. You will not be charged for cancelling your Coinax Bermuda Account, although you will be required to pay any outstanding amounts owed to us. You authorise us to cancel or suspend any pending transactions at the time of cancellation.

7.10 Discontinuation of Product, Service or Feature. Coinax Bermuda may discontinue or change any product, service, or feature, in its sole discretion, at any time. You agree that we may transfer you to a product or service that is reasonably similar to the discontinued or changed product or service, to the extent such product or service exists. We will provide you with prior notice of material changes, discontinuation, or the transfer related to a product, service, or feature, to the extent required or applicable

7.11 Regulatory Change. Without prejudice to Part A, Section 1.11 (Amendment of this Agreement) and Part A, Section 7.3 (Suspension, Termination and Cancellation), Coinax Bermuda may, at any time and with immediate effect (or with such period of notice as may be required by applicable law or regulation), amend this Agreement, vary the scope, features, fees or availability of any Coinax Bermuda Service, suspend or terminate any Coinax Bermuda Service, and/or impose additional conditions on your use of any Coinax Bermuda Service, in each case to the extent that Coinax Bermuda (acting reasonably and in good faith) considers it necessary or desirable to do so in order to:

(A) Comply with, or to address any change in (or change in interpretation of), any applicable law, regulation, rule, sanction, order, guidance, licence condition, accounting standard or market practice;

(B) comply with any direction, request or expectation of any governmental, regulatory, judicial, fiscal or self-regulatory authority (including the Bermuda Monetary Authority, the Dubai Virtual Asset Regulatory Authority and any other regulator with jurisdiction over Coinax Bermuda, any Coinax Bermuda Group entity or the Operator of the Deribit Exchange); or

(C) reflect any change to the Deribit Rulebook, the operational arrangements between Coinax Bermuda and the Operator of the Deribit Exchange, or any agreement between Coinax Bermuda and any Coinax Bermuda Group entity or third-party service provider, in each case which Coinax Bermuda considers materially affects its ability to provide the Coinax Bermuda Services in accordance with this Agreement.

Coinax Bermuda shall use commercially reasonable efforts to give you such prior notice of any action under this Section 7.11 as is reasonably practicable in the circumstances, but shall not be liable for any failure to do so where prior notice is not reasonably practicable, would be unlawful or would be inconsistent with Coinax Bermuda’s regulatory obligations.

8. Liability

8.1 Release of Coinax Bermuda. If you have a dispute with any third party in connection with your use of the Coinax Bermuda Services (including any counterparty to a transaction executed through or in connection with the Coinax Bermuda Platform, any other user of the Coinax Bermuda Platform, any exchange or trading venue accessible through it, any custodian, any Liquidity Support Provider, any Data Provider, any bank or payment provider, or any other third-party service provider), you release and agree that neither we nor our affiliates or service providers, nor any of our respective officers, directors, agents, joint venturers, employees and representatives, will be liable for any claims, demands and damages (actual and consequential, direct or indirect) of any kind or nature arising out of or in any way connected with such disputes. 

8.2 Indemnification. You agree to indemnify us, our affiliates and service providers, and each of our, or their, respective officers, directors, agents, employees and representatives, in respect of any costs (including attorneys’ 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: (A) your breach and / or our enforcement of this Agreement (including any fraudulent, negligent or reckless act, omission or default or your misuse of the Coinax Bermuda Services); (B) your violation of any applicable law, rule or regulation (including any laws or regulations relating to inside information, market abuse, market manipulation, anti-money laundering, counter-terrorist financing, sanctions or tax); (C) your violation of the rights of any third party; or (D) any inaccurate, incomplete or unauthorised instruction given by you or under your Coinax Bermuda Account. If you fail to pay any amount when due under this Agreement, you agree to reimburse us for all reasonable costs we incur in recovering such amount, including legal fees, court costs, collection agency fees, and any applicable interest calculated in accordance with this Agreement.

8.3 Limitations of Liability. Subject to Section 8.5 (Applicable Law), Coinax Bermuda’s total aggregate liability to you for any individual claim or series of connected claims for losses (whether such losses are contingent, consequential or direct), costs, liabilities or expenses which you have suffered or may suffer arising out of, or in connection with, any breach by Coinax Bermuda of this Agreement shall be limited to the aggregate fees, commissions and other amounts paid by you to Coinax Bermuda in respect of the Coinax Bermuda Services in the twelve (12) months immediately preceding the event or circumstance giving rise to your claim.

8.4 Limitation of Loss. In addition to the liability cap at ‎Part A, Section ‎8.3 (Limitations of Liability) above, in no event shall Coinax Bermuda, our affiliates or 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:

(A) 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, whether direct or indirect, even if Coinax Bermuda is advised of or knew or should have known of the possibility of the same; or any damages arising out of or relating to Digital Assets that are not Supported Digital Assets. This means, by way of example only (and without limiting the scope of the preceding sentence), that if you claim that we failed to process a Digital Asset Transaction, Order, Trade or Direct Exchange Trade properly, your damages that you can recover are limited as set out in Section 8.3 above, and you may not recover for any “loss” of anticipated trading profits or for any actual trading losses made as a result of the failure to buy, sell, hold or close out the relevant Supported Digital Asset, Derivative Contract or Direct Exchange Trade; 

(B) 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; any diminution in value; or any other loss of revenue or actual or anticipated savings, whether direct or indirect, even if we are advised of or knew or should have known of the possibility of the same; 

(C) any loss of use of hardware, software or data and / or any corruption of data; as well as and including but not limited to any losses or damages arising out of or relating to: (i) any inaccuracy, defect or omission of Digital Asset price data, Market Data, index, benchmark, mark price, settlement price, funding rate or other reference data; (ii) any error, delay or interruption in the transmission of such data; (iii) viruses or other malicious software obtained by accessing our websites, software, systems operated by us or on our behalf or any of the Coinax Bermuda Services, the Coinax Bermuda Platform, the Site or any website or services linked to our websites; (iv) glitches, bugs, errors, or inaccuracies of any kind in our websites, software, systems operated by us or on our behalf, any Coinax Bermuda Service, the Coinax Bermuda Platform or the Site; (v) any suspension, restriction, termination or other action taken with respect to your Coinax Bermuda Account or any Coinax Bermuda Service; (vi) any order not being executed, accepted, recorded, modified, cancelled or remaining open; (vii) any market disruption, halt, suspension, Fast Market, Mistrade, liquidation, socialised loss, transfer to a Liquidity Support Provider, corporate action, fork, airdrop, or other event affecting any underlying or Reference Asset; or (viii) any failure, delay or default by, or any act or omission of, the Operator of the Deribit Exchange, any Liquidity Support Provider, any Data Provider, any custodian, any bank or payment provider, any blockchain network or any other third party; and

(D) any loss or damage whatsoever which does not arise directly as a result of our breach of this Agreement (whether or not you are able to prove such loss or damage).

8.5 Applicable Law. The limitation of liability in this ‎Part A, Section ‎8 (Liability) is subject to any obligations that we have under applicable law and regulation, including our obligation to exercise reasonable care and skill in our provision of the Coinax Bermuda Services. Nothing in this Agreement shall limit our liability resulting from our fraud or fraudulent misrepresentation, gross negligence, wilful default or deliberate misconduct, for death or personal injury resulting from either our or our subcontractors’ negligence, or any other liability which cannot be excluded or limited under applicable law.

8.6 No Warranties. The Coinax Bermuda Services, the Coinax Bermuda Platform and the Site are provided on an “as is” and “as available” basis, with no further promises made by us around availability of the Coinax Bermuda Services. Specifically, we do not give any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any promises or representations that access to the Site, any of the Coinax Bermuda Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free, or that any Order, Trade or other instruction will be executed, accepted, routed, recorded, modified, cancelled or will remain open.

8.7 Informational Purposes via the Coinax Bermuda Platform. Any materials, information, view, opinion, projection or estimate presented via the Coinax Bermuda Platform, the Site or any Coinax Bermuda Service (including any Market Data, index, benchmark, mark price, settlement price, funding rate or other reference data) is made available by Coinax Bermuda for informational purposes only, and is subject to change without notice. You must make your own assessment of the relevance, timeliness, accuracy, adequacy, commercial value, completeness and reliability of any such information. Accordingly, no warranty whatsoever is given by Coinax Bermuda and no liability whatsoever is accepted by Coinax Bermuda for any loss arising whether directly or indirectly as a result of you acting on any such information.

8.8 No Financial or Legal Advice. The Coinax Bermuda Services, Coinax Bermuda Platform and Site are not intended to provide specific investment, tax or legal advice or to make any recommendations about the suitability of any Digital Asset, Derivative Contract, investment or product for any particular investor. You should seek your own independent financial, legal, regulatory, tax or other advice before entering into any Trade or Direct Exchange Trade or making any investment. In the event that you choose not to seek advice from a relevant adviser, you should consider whether the Digital Asset, Derivative Contract, investment or product is suitable for you.

8.9 Non-Reliance. Except for the express statements set forth in this Agreement, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to your use and access of the Coinax Bermuda Services, Coinax Bermuda Platform or the Site.

8.10 No Liability for Breach. We are not liable for any breach of the Agreement, including delays, failure in performance or interruption of service, where they arise directly or indirectly from any circumstances beyond our reasonable control. Such circumstances include, without limitation: (A) any failure, delay or default by, or any act or omission of, the Operator of the Deribit Exchange, any Liquidity Support Provider, any Data Provider, any custodian, any bank or payment provider, any blockchain network, any communications, settlement, computer or accounting system or equipment, or any other third party; (B) any market disruption, halt or suspension, Fast Market, Mistrade, liquidation, socialised loss, corporate action, fork or airdrop; (C) any governmental, judicial, administrative, regulatory or self-regulatory order, restriction, ruling, sanction or change in (or change in interpretation of) applicable law, regulation or rule (including any direction, request or expectation of the Bermuda Monetary Authority, the Dubai Virtual Asset Regulatory Authority or any other competent authority); (D) any strike or similar labour action; or (E) the application of any mandatory legal rule.

8.11 Limitation Period for Claims. Without prejudice to any mandatory rights available to consumers under applicable law, any action, claim or counterclaim by you arising out of or in connection with this Agreement, the Coinax Bermuda Services, the Coinax Bermuda Platform or the Site (including any failure to provide or properly perform any Coinax Bermuda Service) shall be barred upon the expiration of two (2) years after the relevant act or omission, unless applicable law would bar such an action, claim or counterclaim upon the expiration of a shorter period, in which case such shorter period shall apply.

9. Site Availability and Accuracy

9.1 Access & Availability. Access to Coinax Bermuda Services may become degraded or unavailable during times of significant volatility or volume. This could result in limitations on access to your Coinax Bermuda Account or the Coinax Bermuda Services, including the inability to initiate or complete transactions and may also lead to support response time delays. 

(A) Although we strive to provide you with excellent service, we do not guarantee that the Site or other Coinax Bermuda Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open or that your Coinax Bermuda Account will be accessible; and

(B) please note that our customer support response times may be delayed, including during times of significant volatility or volume, especially for non-trust and safety issues.

Under no circumstances shall Coinax Bermuda be liable for any alleged damages from or arising out of service interruptions, delays in processing transactions, inability to execute transactions, or lack of timely response from Coinax Bermuda customer support. For example, if you are locked out of your Coinax Bermuda Account, it is possible that the price of Digital Assets in your account might go down before your access is restored. Coinax Bermuda shall not be liable for any alleged losses that you suffer from a drop in Digital Asset prices. 

9.2 Site and Coinax Bermuda Platform Accuracy. Although we intend to provide accurate and timely information on the Site and/or Coinax Bermuda Platform, the Site and/or Coinax Bermuda Platform (including, without limitation, the Content (as defined below at Part A, Section 16.2 (Limited Licence)) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors.

9.3 Verification of Information by You. In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site are your sole responsibility and we shall have no liability for such decisions. 

9.4 Third Party Materials. Links to third party materials (including without limitation any websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any such third party materials accessible or linked to from the Site.

10. Confirmations, Statements and Reporting Errors

10.1 Affirmative duty to review. You acknowledge and agree that you have an affirmative duty to promptly review for accuracy and completeness any and all:

(A) trade confirmations, Order acknowledgments, execution reports and Settlement reports;

(B) account balances, transaction histories, Position and equity reports, Margin balance reports and other account information in respect of your Coinax Bermuda Account, your Digital Asset Wallet, your Custodied Assets, your Margin, your Deribit Collateral, your Settlement Service Collateral and any other Secured Assets;

(C) Monthly statements and any other periodic statements;

(D) Confirmations of, and any other information relating to, Mistrades, Fast Markets, liquidations, socialised loss allocations, Settlement amounts, funding payments, premia, fees, interest, rebates, sweeps, top-ups and transfers between your Coinax Bermuda Account and your Linked Coinax Account; and

(E) any other notice, statement, report, communication or information made available to you by Coinax Bermuda through the Coinax Bermuda Platform, the Site, electronic communication or otherwise in connection with the Coinax Bermuda Services,

(each, a “Coinax Bermuda Communication“).

10.2 Notification of errors. Any objection, error, discrepancy, omission or inaccuracy in any Coinax Bermuda Communication must be notified by you to Coinax Bermuda in writing (using the contact channels published or notified to you by Coinax Bermuda from time to time) within twenty-four (24) hours after that Coinax Bermuda Communication is first made available or otherwise delivered to you, unless a shorter period is expressly specified in this Agreement (including in Part B, Section 7.2 (Trade Confirmations)) or the Deribit Rulebook, in which case the shorter period shall apply.

10.3 Deemed acceptance. If you do not notify Coinax Bermuda of any objection, error, discrepancy, omission or inaccuracy within the applicable period under Section 10.2, the relevant Coinax Bermuda Communication shall, in the absence of manifest error or fraud, be deemed conclusively accurate, complete and binding on you for all purposes, and you shall be deemed to have accepted and ratified the matters reflected in it. You agree that any failure by you to comply with this Section 10.3 may, to the maximum extent permitted by applicable law, be raised by Coinax Bermuda as a defence or bar to any claim, action, counterclaim or set-off you may seek to bring or assert in respect of any matter that was reflected in, or that should reasonably have been identified from a review of, the relevant Coinax Bermuda Communication.

10.4 Correction of errors. Notwithstanding Section 10.3, Coinax Bermuda may, at any time, correct any legitimate error, omission or inaccuracy in any Coinax Bermuda Communication, and may reissue any Coinax Bermuda Communication accordingly. You are entitled to a copy of any Coinax Bermuda Communication relating to you at any time during the term of this Agreement on request.

10.5 Relationship with Part B, Section 7.2. For the avoidance of doubt, this Section 10 applies in addition to (and not in substitution for) the trade Confirmation provisions in Part B, Section 7.2 (Trade Confirmations). To the extent of any inconsistency between this Section 10 and Part B, Section 7.2 in relation to Confirmations of Trades, Part B, Section 7.2 shall prevail.

11. Customer feedback, queries, complaints, and dispute resolution

11.1 Contact Coinax Bermuda. If you have any feedback, questions, or complaints, contact us via our customer support team where available or our customer support webpage at https://help.Coinax.com. 

11.2 Complaints Process. If you have a complaint with Coinax Bermuda, you agree to first contact our customer support team where available to attempt to resolve such complaint. If we cannot resolve the complaint through our customer support team where available, you and we agree to use the complaints process set out in ‎Part A, Section ‎11.3 (Complaint Form). You agree to use this process before commencing any action as set out in ‎Part A, Section ‎11.6. If you do not follow the procedures set out in Section ‎Part A, ‎11.3 before pursuing action under ‎Part A, Section ‎11.6, we shall have the right to ask the relevant court/authority to dismiss your action/application unless and until you complete the following steps:

11.3 Complaint Form. In the event of a complaint which has not been resolved through your contact with our customer support team where available, please use our complaint form to set out the cause of your complaint, how you would like us to resolve the complaint and any other information you believe to be relevant. The complaint form can be found at https://help.Coinax.com/en/contact-us/submit-a-complaint. We will acknowledge receipt of your complaint form after you submit it. The complaints process set out in ‎this Part A, Section ‎11.3 is completed when Coinax Bermuda responds to your complaint or forty-five (45) business days after the date we receive your complaint, whichever occurs first.

11.4 Any offer of resolution made to you will only become binding on us if accepted by you. An offer of resolution will not constitute any admission by us of any wrongdoing or liability regarding the subject matter of the complaint. 

11.5 Dispute Process. If we have not been able to resolve your complaint via the complaint process set out in ‎Part A, Section ‎11.2 above, you may escalate your complaint via the dispute processes set out in ‎Part A, Section ‎11.6 below.

11.6 Both you and we agree that we shall not commence the dispute process set out in this Section ‎11.6 in relation to the whole or part of your complaint until the complaint process set out in ‎Part A, Section ‎11.2 has been completed, although nothing in Part A, Section ‎11.2 or in this Section ‎11.6 shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction. For complaints or disputes arising out of or in connection with this Agreement or the provision of Coinax Bermuda Services, the Coinax Bermuda Platform or the Site (the “Dispute”), that cannot be resolved via the complaint process set out in ‎Part A, Section ‎11.2 above, the following dispute resolution process shall apply:

(A) The Dispute shall be referred to and finally resolved by arbitration under the UNCITRAL Arbitration Rules (the “Rules”) by a single arbitrator appointed in accordance with those Rules. The Rules are deemed to be incorporated by reference into this section. In the event that the parties are unable to agree on the choice of presiding arbitrator, then the presiding arbitrator shall be appointed by the Appointment Committee of the Chartered Institute of Arbitrators Bermuda Branch.

(B) The parties agree that the Bermuda International Conciliation and Arbitration Act 1993 (the “1993 Act”) shall apply to any arbitration commenced pursuant to this section. The seat, or legal place, of the arbitration shall be Hamilton, Bermuda and the language to be used in the arbitration shall be English.

(C) The arbitral tribunal shall have the power to direct that all costs (including reasonable legal fees) of the arbitration, as determined by the arbitral tribunal and set forth in the arbitral tribunal’s award, shall be paid according to the fault of the parties in accordance with the 1993 Act.

(D) Unless the parties expressly agree in writing to the contrary, the parties undertake as a general principle to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain – save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority.

11.7 The award of the arbitrators shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.

12. Data Protection

12.1 Personal Data. You acknowledge that we may process personal data in relation to you (if you are an individual), and personal data that you have provided (or in the future provide) to us in relation to your employees and other associated individuals (if you are not an individual), in connection with this Agreement, or the Coinax Bermuda Services. We will process this personal data in accordance with the Privacy Policy, which shall form part of this Agreement. Accordingly, you represent and warrant that:

(A) your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and such data are accurate, up to date and relevant when disclosed; 

(B) before providing any such personal data to us, you acknowledge that you have read and understood our Privacy Policy, a copy of which is available here: Privacy Policy, and, in the case of personal data relating to an individual other than yourself, have (or will at the time of disclosure have) provided the individual with a copy of, or directed the individual towards a webpage containing that Privacy Policy (as amended from time to time); and 

(C) if from time to time we provide you with a replacement version of the Privacy Policy, you will promptly read that notice and provide updated copies of the Privacy Policy to, or re-direct towards a webpage containing the updated Privacy Policy, any individual whose personal data you have provided to us.

13. Security

13.1 Password Security. In order to access Coinax Bermuda Services, you will be required to create or will be given security details, including a username and password. You are responsible for keeping the electronic device through which you access Coinax Bermuda Services safe and maintaining adequate security and control of any and all security details that you use to access the Coinax Bermuda 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. 

13.2 Any loss or compromise of your electronic device or your security details may result in unauthorised access to your Coinax Bermuda Account by third parties and the loss or theft of any Digital Assets and/or funds held in your Coinax Bermuda Account and any associated accounts, including your linked bank account(s) and credit card(s). You must keep your security details safe at all times. For example, you should not write them down or otherwise make them visible to others.

13.3 You should never allow remote access or share your computer and/or computer screen with someone else when you are logged on to your Coinax Bermuda Account. Coinax Bermuda will never under any circumstances ask you for your passwords, or 2-factor authentication codes or to screen share or otherwise seek to access your computer or account. You should not provide your details to any third party for the purposes of remotely accessing your account. Always log into your Coinax Bermuda Account through the Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

13.4 We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of Coinax Bermuda. We further assume no responsibility for your failure to follow the requirements set out in this ‎Part A, Section ‎13 (Security), or follow or act on any notices or alerts that we may send to you.

13.5 Authentication and Verification. In order to access Coinax Bermuda Services users are required to provide an email address and create a password. Coinax Bermuda offers two-factor authentication via a user’s mobile device (Short Message Service (“SMS”) or a supported Time-based One Time Password application. A verified phone number is required to enable two-factor authentication via SMS. Any loss or compromise of personal electronic devices or security details may result in unauthorised access of a user’s Coinax Bermuda Account by third-parties and the loss or theft of any Digital Assets and/or funds held in your Coinax Bermuda Account and the misuse of any associated accounts, including linked bank account(s) and credit/debit card(s).

13.6 Security Breach. If you suspect that your Coinax Bermuda Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and / or Coinax Bermuda (collectively, a “Security Breach”), you must:

(A) notify Coinax Bermuda Support immediately via and follow the instructions at: https://help.Coinax.com/en/Coinax/privacy-and-security/account-compromised/my-account-was-compromised; 

(B) provide accurate and up to date information throughout the duration of the Security Breach; and

(C) you must take any steps that we reasonably require to reduce or manage any Security Breach.

Prompt reporting of a Security Breach does not guarantee that Coinax Bermuda will reimburse you for any losses suffered or be liable to you for any losses suffered as a result of the Security Breach.

13.7 Safety and Security of Your Computer and Devices. Coinax Bermuda is not liable for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us.

14. Security Interest

14.1. Definitions. For the purposes of this Section ‎12 (Security Interest) the following terms have the meanings set out below:

(A) “Designated Sub-Pool” means specific Secured Assets or a sub-pool of Secured Assets designated in the applicable Product Security Terms as allocated to secure the Secured Obligations arising in connection with a particular Coinax Bermuda Service;

(B) “Product Security Terms” means the product-specific security provisions set out in the relevant Part to this Agreement which specify, in respect of a particular Coinax Bermuda Service:

(1) the Secured Party or Secured Parties that benefit from the Security Interest in respect of that service;

(2) any Designated Sub-Pool of Secured Assets allocated to that service; and

(3) the priority of the relevant Secured Party’s claims relative to other Secured Parties on enforcement;

(C) “Secured Assets” means any and all Digital Assets, fiat currency, and any other assets delivered by you to or standing to the credit of your Coinax Bermuda Account (howsoever designated), together with all related rights, entitlements, claims, proceeds, and other property from time to time representing or derived from the foregoing;

(D) “Secured Obligations” means any and all of your obligations, liabilities, or monies whatsoever at any time now or hereafter owing, due, incurred, or payable by you to a Secured Party under or in connection with this Agreement (including any Part, Appendix, Annex, incorporated into it), whether present or future, actual or contingent, solely or jointly, and whether as principal or surety.

(E) “Secured Party” means each of:

(1) Coinax Bermuda (in its own right);

(2) any Coinax Bermuda Group entity identified in the applicable Product Security Terms (including the Operator of the Deribit Exchange); and

(3)  any other person identified as a Secured Party in any Product Security Terms,

in each case to the extent that Secured Obligations are owed to such person.

14.2. Security Interest. As continuing security for the Secured Obligations, you hereby charge by way of first fixed charge and assign by way of security (the “Security Interest“), in favour of Coinax Bermuda (on its own behalf and for the benefit of the Secured Parties), all of your rights, title, and interest in the Secured Assets. The Security Interest is a continuing security that shall attach upon your use of any Coinax Bermuda Service giving rise to Secured Obligations and will remain in full force and effect notwithstanding any settlement, compromise, or intermediate payment made in respect of your Secured Obligations. The Security Interest will immediately and automatically terminate upon the return and repayment in full of the Secured Obligations and all related fees and expenses. You agree that, where Coinax Bermuda holds or custodies Secured Assets on your behalf, that entity is entitled to exercise any of our rights set out in this section to enforce the Security Interest or give effect to any of our other rights under, and in accordance with, this Agreement.

14.3. Relationship with Other Rights. The Security Interest is in addition to, and shall not prejudice or be prejudiced by, any lien, right of set-off, combination of accounts, or other security interest or right which any Secured Party, Coinax Bermuda or any member of the Coinax Bermuda Group has under this Agreement or otherwise. Nothing in this Section ‎12 (Security Interests) affects Coinax Bermuda’s existing rights in its own favour, and Coinax Bermuda may exercise such rights in priority to, concurrently with, or after enforcing the Security Interest for the benefit of any other Secured Party, provided that Coinax Bermuda shall not receive double recovery in respect of the same underlying liability.

14.4. Product Security Terms and Subordination. The applicable Product Security Terms for each Coinax Bermuda Service may: 

(A) identify the Secured Party or Secured Parties that benefit from the Security Interest in respect of that service;

(B) designate a Designated Sub-Pool of Secured Assets allocated to that service;

(C) extend the arrangements under which Coinax Bermuda holds the benefit of the Security Interest for a Secured Party other than itself (including by way of trust or otherwise);

(D) establish the priority waterfall applicable to the relevant Secured Assets on enforcement; and

(E) specify additional enforcement triggers applicable to the relevant Coinax Bermuda Service.

14.5. Designated Sub-Pools and Priority. Where a Designated Sub-Pool has been established in any Product Security Terms, the Secured Party identified in those Product Security Terms shall have first-priority recourse to that Designated Sub-Pool in respect of the relevant Secured Obligations, ahead of any other Secured Party. No other Secured Party shall have recourse to a Designated Sub-Pool until the Secured Obligations to which it is allocated have been discharged in full, unless the applicable Product Security Terms expressly provide otherwise. Any surplus remaining in a Designated Sub-Pool after discharge of the relevant Secured Obligations shall be available to meet other Secured Obligations in accordance with ‎Part A, Section 14.11 (Application of Proceeds). Where no Designated Sub-Pool has been established in respect of particular Secured Assets, those Secured Assets shall be available to meet all Secured Obligations on a pari passu basis, unless otherwise specified in the applicable Product Security Terms.

14.6. No Third-Party Security Interest. You shall not create or permit to subsist any security, lien, or encumbrance over any Secured Assets unless you have obtained our prior written consent. You represent and warrant that the Secured Assets in your Coinax Bermuda Account are free and clear of all liens and encumbrances other than (i) the Security Interest and (ii) any security in favour of Coinax Bermuda or any Coinax Bermuda Group entity arising under this Agreement.

14.7. Maintaining the Security Interest. You will take all action that may be necessary and that we may reasonably request so as at all times to maintain the validity, perfection, enforceability, and priority of the Security Interest. Notwithstanding any other terms of this Agreement, no part of the Secured Assets may, unless and until your Secured Obligations have been paid and discharged in full, be withdrawn, assigned, or otherwise disposed of or encumbered except where you have requested and obtained our prior consent or as expressly permitted under this Agreement.

14.8. Withdrawals and Transfers. You may request to transfer, withdraw, or otherwise deal with your Secured Assets, however, where doing so may result in an Event of Default or a breach of any applicable Margin Requirements or other Secured Obligations, you may be required to close or reduce your positions beforehand.

14.9. Enforcement Triggers. We may immediately enforce the Security Interest without notice or further demand if:

(A) an Event of Default occurs with respect to you;

(B) the Margin held in respect of any one or more of your Trades, Direct Exchange Trades or Positions, or the aggregate Margin held across your Coinax Bermuda Account, falls below any applicable Margin Requirements (whether assessed on a per-Trade, per-position, per-Settlement Currency or portfolio / cross-collateral basis, as applicable); or

(C) any additional enforcement event specified in the applicable Product Security Terms occurs.

14.10. Exercising the Security Interest. In exercising our rights to enforce the Security Interest, we will be entitled, without notice or further demand, immediately to exercise all our rights, powers, and remedies in accordance with applicable law as chargee and assignee of the Secured Assets and to:

(A) demand and receive all and any amounts due under or arising out of your Coinax Bermuda Account;

(B) exercise in relation to the Secured Assets all such rights as you were then entitled to exercise; and

(C) apply, set-off, or transfer all or any part of the Secured Assets in or towards the payment or other satisfaction of the Secured Obligations or any part of them.

14.11. Application of Proceeds. We shall apply the proceeds of any enforcement as follows:

(A) first, where the proceeds relate to a Designated Sub-Pool, in accordance with the priority waterfall set out in the applicable Product Security Terms;

(A) second, in or towards payment of all other Secured Obligations, in such order and manner as we (acting reasonably) determine; and

(B) third, in or towards payment of any amounts then due to Coinax Bermuda or a Coinax Bermuda Group entity under this Agreement;

(C) fourth, in or towards payment of all costs and expenses incurred by us in connection with the enforcement or realisation;

(D) fifth, any surplus shall be credited to your Coinax Bermuda Account and/or paid to you.

14.12. Authorisation. You hereby irrevocably authorise us to sell, appropriate, or otherwise realise any and all Secured Assets and to apply the proceeds in order to satisfy your Secured Obligations in such order and manner as we think fit. If we exercise our right of appropriation to any Secured Assets, we will be entitled to determine their value in good faith and in a commercially reasonable manner. Where a Coinax Bermuda Group entity or third-party custodian holds or custodies Secured Assets on your behalf, that entity is entitled to exercise any of our rights set out in this Section ‎12 (Security Interests) to enforce the Security Interest or give effect to any of our other rights under this Agreement.

14.13. Custody of Secured Assets. You may arrange for your Secured Assets to be held by another Coinax Bermuda Group entity or pre-approved third-party custodian on your behalf. Where country-specific custody arrangements apply, the terms governing such arrangements will be as set out in Part D (Country Specific Terms).

15. Risks

15.1. General Application. This Section sets out general risk factors and additional risks that apply to specific Coinax Bermuda Services. You acknowledge and agree that you have read and understood the risks set out in this ‎Section ‎13 (Risks) which you should read in full even if you currently only use some of the Coinax Bermuda Services, as they may be relevant to services you use now or may access in future. These risks apply to all products offered by Coinax Bermuda from time to time, including spot and Derivative Contracts of any type (including dated futures, perpetual futures, options and other derivatives), and regardless of the underlying or reference asset (including Digital Assets, equities (including pre-IPO and other private company securities), commodities, indices, foreign exchange, interest rates or any other asset or basket made available by Coinax Bermuda from time to time (each a “Reference Asset”)).

15.2. Risks of Trades. Trading in Supported Digital Assets and Derivative Contracts is high risk and highly speculative, given the volatile nature of the markets for the relevant Reference Asset, the potential leverage embedded in such products, and the fact that certain Reference Assets (such as pre-IPO stocks or other private or illiquid assets) may be subject to limited price discovery, restricted secondary markets, valuation uncertainty, corporate actions, lock-ups or sudden changes in liquidity. In entering into a Trade, you accept the full risk that you could lose all the Equity in a Trade, the Margin you post to support those Trades, and beyond that any other assets in your Coinax Bermuda Account.

15.3. Margin. Trades may require the posting and maintenance of Margin as markets move, meaning that a movement against you could result in you not holding adequate Margin in line with the Margin Requirements and therefore could be subject to incurring a debt to Coinax Bermuda and/or partial liquidation or close-out of your positions, and thereby crystallising losses without you taking action. Margin Requirements may differ between products and Reference Assets and may be adjusted by Coinax Bermuda from time to time. Open trades require ongoing monitoring and management. 

15.4. No title ownership of underlying or Reference Assets. In entering into Derivatives Contract you are not acquiring the underlying or Reference Asset and have no rights in respect of it (including any voting, dividend, distribution, governance or other shareholder rights for equities or pre-IPO securities; any delivery rights for commodities; or any on-chain rights, staking rewards, airdrops or forks for Digital Assets). A Derivative Contract is a contract that provides an agreed economic exposure to the price movement of the Reference Asset that may result in a profit or a loss for you.

15.5. Index Pricing. In order to price Trades and set Margin Requirements for Derivatives Contracts, the Deribit Exchange provides a price for the relevant Reference Asset calculated by reference to a number of different price feeds, indices, benchmarks and/or data sources appropriate to the asset class (for example, cryptoasset trading venues for Supported Digital Assets; recognised exchanges, alternative trading systems or third party valuation providers for equities and pre-IPO securities; and recognised exchanges, indices or data providers for commodities and other Reference Assets), using a methodology designed to appropriately reflect the market or fair value price. During exceptional market conditions, outside underlying market trading hours, or where a Reference Asset is illiquid, private or subject to limited price discovery (such as pre-IPO stocks), pricing may vary materially from any observable market price, which could lead to liquidations of positions. You should ensure that you monitor your Coinax Bermuda Account in order to manage your open Derivative Contracts to avoid unintended consequences. 

15.6. Options. Where you enter into options as part of the Derivatives Brokerage Services, you should be aware that options are complex instruments and may involve a high risk of loss. If you are an option buyer, you may lose the entire amount paid as premium. If you are an option seller, your potential loss may be substantial and, in some cases, unlimited. You should ensure you understand the nature of the option, the associated rights and obligations (including any potential assignment or exercise), and the specific risks before trading.

15.7. Market Disruption and Extraordinary Events. Coinax Bermuda and/or the Operator of the Deribit Exchange may take action in respect of your Derivative Contracts (including adjusting contract terms, Margin Requirements, settlement prices, or suspending, early terminating, closing out or cash settling positions) in response to market disruption, corporate actions, changes in law, unavailability or material change in any price source or benchmark, issuer or counterparty insolvency, or other extraordinary events affecting the Reference Asset. Such actions may result in losses to you.

15.8. Additional Disclosures. Additional risk disclosures and product- or Reference Asset-specific warnings may also be made available via the Coinax Bermuda Platform, Site and/or the Website, including without limitation on help centre pages, FAQ pages, educational materials and other support or information pages. Any such risk disclosures form part of, and are in addition to, the risks set out in this ‎Section ‎13 (Risks) and apply to your use of the relevant Coinax Bermuda Services to the fullest extent permitted by applicable law.

16. General

16.1 Your Compliance with Applicable Law. You must comply with all applicable laws, regulations, licensing requirements and third party rights (including, without limitation, data privacy laws and anti-money laundering and anti-terrorist financing laws) in your use of the Coinax Bermuda Services, the Coinax Bermuda Platform and the Site.

16.2. Limited Licence. All content included in or made available through the Coinax Bermuda Services, the Site or any related content materials and information such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software (“Content”) is the property of the Coinax Bermuda Group or its content providers and protected by United States and international copyright and intellectual property law. We grant you a limited, non-exclusive, non-transferable licence, subject to the terms of this Agreement, to access and use the Coinax Bermuda Services, the Site, and Content solely for approved purposes as permitted by us from time to time. Any other use of the Coinax Bermuda Services, the Site or Content is expressly prohibited and all other right, title, and interest in the Site or Content is exclusively the property of Coinax Bermuda and its licensors. You agree not to copy, transmit, distribute, sell, licence, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. 

16.3. Trademarks. “International.Coinax.com” and the following non-exhaustive list, including Coinax, Coinax Logo, C Logo, Coinax International Exchange, Coinax Advanced Trade, ROSETTA, COSTA, SKEW, TOSHI, Coinax One, Coinax Cloud, BISON TRAILS and Deribit; and without limitation, any graphics, logos, button icons, and service names included in or made available through any Content, and all logos related to the Coinax Bermuda Services or displayed on the Site are trademarks or trade dress of Coinax Bermuda or its licensors. You may not copy, imitate or use them without our prior written consent for any purpose, including, without limitation, in connection with any product or service that is not authorised by Coinax Bermuda; any manner that is likely to cause confusion among customers; or a way that disparages or discredits Coinax Bermuda.

16.4. Export Controls & Sanctions. Your use of the Coinax Bermuda Services and the Site is subject to applicable law including but not limited to export restrictions, end-user restrictions, antiterrorism laws, and economic sanctions. By sending, receiving, buying, selling, trading or storing Digital Assets through the Site or Coinax Bermuda Services, you agree that you will comply with all applicable law. You are not permitted to acquire Digital Assets or use any of the Coinax Bermuda Services through the Site if doing so would, directly or indirectly, violate applicable law, which include but are not limited to those promulgated by relevant law specific to that jurisdiction, the United Nations Security Council, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”, including but not limited to the Specially Designated Nationals (“SDN”) List and other non-SDN restricted or blocked parties lists), the European Union, the United Kingdom, and/or any other applicable national, regional, provincial, state, municipal or local laws and regulations (each as amended from time to time). You also acknowledge and agree to hold Coinax Bermuda harmless for any losses caused by delays or refusals to process a transaction that result from Coinax Bermuda’s obligation to ensure compliance with applicable export controls or sanctions.

16.5. Relationship of the Parties. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you or Coinax Bermuda, or authorise you to act as an agent of Coinax Bermuda.

16.6. Privacy of Others. If you receive information about another user through the Coinax Bermuda Services, you must keep the information confidential and only use it in connection with the Coinax Bermuda Services. You may not disclose or distribute a user’s information to a third party or use the information except as reasonably necessary to carry out a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user’s express consent to do so. You may not send unsolicited communications to another user through the Coinax Bermuda Services.

16.7. Contact Information. You are responsible for keeping your contact details (including your email address and telephone number) up to date in your Coinax Bermuda Account profile in order to receive any notices or alerts that we may send to you (including notices or alerts of actual or suspected Security Breaches). Please see Appendix 2 for more detail in relation to how we will communicate with you. 

16.8. Unclaimed Property. If we hold Supported Digital Assets on your behalf, and have no record of your use of the Coinax Bermuda Services for several years and are unable to contact you, applicable law may require us to deliver any such Supported Digital Assets to the authorities in certain jurisdictions as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

16.9. Death of Retail Account Holder. In relation to retail clients only, for security reasons, if we receive legal documentation confirming your death or other information leading us to believe you have died, we will freeze your Coinax Bermuda Account and during this time, no transactions may be completed until: (i) your designated executor / trustee has opened a new Coinax Bermuda Account or informed Coinax Bermuda about another, existing, Coinax Bermuda Account in their name, as further described below, and the entirety of your Coinax Bermuda Account has been transferred to such new account, or (ii) we have received proof in a form satisfactory to us that you have not died. If we have reason to believe you may have died but we do not have proof of your death in a form satisfactory to us, you authorise us to make inquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have died. Upon receipt by us of proof satisfactory to us that you have died, in order to gain access to the contents your Coinax Bermuda Account, the executor / trustee you have designated in a valid Will or similar testamentary document will be required to open a new Coinax Bermuda Account or inform Coinax Bermuda of another, existing Coinax Bermuda Account in their name to which the entirety of the funds in your Coinax Bermuda Account shall be transferred. If you have not designated an executor / trustee, then we reserve the right to (i) treat as your executor / trustee any person entitled to inherit your Coinax Bermuda Account, as determined by us upon receipt and review of the documentation we, in our sole discretion, deem necessary or appropriate, including (but not limited to) a Will or similar document, or (ii) require an order designating an executor / trustee from a court having competent jurisdiction over your estate. In the event we determine, in our sole discretion, that there is uncertainty regarding the validity of the executor / trustee designation, we reserve the right to require an order resolving such an issue from a court of competent jurisdiction before taking any action relating to your Coinax Bermuda Account. 

16.10. Educational Information. Coinax Bermuda may provide educational information about Supported Digital Assets, as well as Digital Assets not supported by Coinax Bermuda, in order to assist users in learning more about such Digital Assets. Information may include, but is not limited to, blog posts, articles, links to third party content, news feeds, tutorials, and videos. Coinax Bermuda will not be held responsible for the decisions you make to buy, sell, or hold Digital Assets based on the information provided by Coinax Bermuda.

16.11. Entire Agreement. This Agreement (including each “Part”, documents incorporated by reference herein, including the Privacy Policy, the Cookie Policy, the Prohibited Use Policy and Appendices) comprise the entire understanding and agreement between you and Coinax Bermuda as to the subject matter hereof, and it supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement) between you and Coinax Bermuda.

16.12. Interpretation. Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement. 

16.13. Transfer and Assignment. This Agreement is personal to you and you cannot transfer or assign your rights, licenses, interests and/or obligations to anyone else. We reserve the right to assign our rights without restriction (except to the extent of any notice requirement under applicable law), including without limitation, by way of assignment between CBBM and CBSL or to any Coinax Bermuda affiliates or subsidiaries, or to any successor in interest of any business associated with the Coinax Bermuda Services. In the event that either or both of CBBM or CBSL is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, amalgamation, acquisition, sale, or other change of control. You reserve the right to terminate the agreement with immediate effect in the event we transfer and/or assign the Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns. 

16.14. Invalidity. If any provision of this Agreement is determined to be invalid or unenforceable under any applicable law, this will not affect the validity of any other provision. If any provision is found unenforceable, the unenforceable provision will be severed, and the remaining provisions will be enforced.

16.15. Enforcement of Our Rights. We may not always strictly enforce our rights under this Agreement. If we do choose not to enforce our rights at any time, this is a temporary measure and we may enforce our rights strictly again at any time.

16.16. Language. This Agreement and any information or notifications that you or we are to provide should be in English. Any translation of this Agreement or other documents is provided for your convenience only and may not accurately represent the information in the original English. In the event of any inconsistency, the English language version of this Agreement or other documents shall prevail. 

16.17. Change of Control. In the event that Coinax Bermuda is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you and our relationship with you (including this Agreement) as part of such merger, amalgamation, acquisition, sale, or other change of control.

16.18. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, the Sections relating to suspension or termination, Coinax Bermuda Account cancellation, debts owed to Coinax Bermuda, general use of the Coinax Bermuda Platform or Site, disputes with Coinax Bermuda, and general provisions will continue to be binding and operate after the termination or expiration of this Agreement.

16.19. Governing Law. This Agreement and the relationship between us shall be governed by the laws of Bermuda, subject to any local mandatory law, or rights available to consumers. 

16.20. Third-Party Rights.

(A) Save as expressly set out in this Section 16.20 or elsewhere in this Agreement, no person other than you and Coinax Bermuda shall have any right to enforce any term of this Agreement.

(B) The Operator of the Deribit Exchange is an intended third-party beneficiary of, and shall have the right to enforce directly against you (without the need for any consent of, or joinder by, Coinax Bermuda) the provisions of:

(1) Part B, Section 10 (Additional Security Provisions in relation to the Derivatives Brokerage Services), including the Security Trustee, security trust and enforcement provisions therein;

(2) Part B, Section 13 (Settlement Service), including the provisions relating to delegation of Settlement Service Collateral, Settlement Service Secured Obligations and Coinax Bermuda’s authority to act on the Operator’s instructions;

(3) Part C, Section 3 (Custody Services), to the extent such provisions relate to Settlement Service Collateral, Deribit Collateral or any Designated Sub-Pool over which the Operator of the Deribit Exchange has the benefit of a first-priority security interest;

(4) Part A, Section 14 (Security Interest), to the extent the Operator of the Deribit Exchange is a Secured Party; and

(5) Appendix 4 (Market Data and Third-Party Reference Data), to the extent any provisions therein expressly confer rights on the Operator of the Deribit Exchange.

(C) Each Data Provider (as defined in Appendix 4) is an intended third-party beneficiary of, and shall have the right to enforce directly against you, the provisions of Appendix 4 (Market Data and Third-Party Reference Data) to the extent such provisions relate to Market Data sourced from, or attributable to, that Data Provider.

(D) Each member of the Coinax Bermuda Group shall have the benefit of, and shall be entitled to rely on and enforce, the releases, indemnities, limitations of liability and exclusions in this Agreement (including in Part A, Sections 8 (Liability) and 13 (Security)) to the same extent as Coinax Bermuda.

(E) The consent of any third party referred to in this Section 16.20 shall not be required to (i) amend, vary, waive or terminate this Agreement (or any part of it), (ii) settle, compromise, release or discharge any claim under it, or (iii) extend or shorten any time limit applicable under it, in each case as between you and Coinax Bermuda.

(F) This Section 16.20 is intended to take effect as a stipulation for the benefit of the relevant third party under the Contracts (Rights of Third Parties) Act 2016 of Bermuda and any analogous provisions of applicable law.

Part B: DERIVATIVES BROKERAGE VIA DERIBIT EXCHANGE

1. Derivatives Brokerage Services

1.1 Derivatives Brokerage Services Mechanics. CBBM provides the service of executing Orders on derivative contracts (the “Derivatives Brokerage Services”), including but not limited to perpetuals, futures, options and options on futures (which can either be linear, inverse, or swaps) on a range of assets, prices and values as the underlying (each a “Derivative Contract”) on your behalf on the Deribit Exchange. 

1.2 Definitions. For the purpose of this ‎Part B, the following concepts shall have the following meaning:

(A) “Confirmation” means a written confirmation provided to you by Coinax Bermuda, confirming the execution of your Order on the Deribit Exchange and the Trade you are entering into, including but not limited to the Settlement date;

(B) “Contract Date” means the date when the Derivative Contract is entered into;

(C) “Cross Collateral Currencies” means those Supported Digital Assets (and, where applicable, Fiat) which the Deribit Exchange permits to be used as collateral across different Settlement Currencies, as set out in the Deribit Rulebook and as notified via the Coinax Bermuda Platform from time to time;

(D) “Cross Collateral Portfolio Margin” means the Margin mechanism under which all Positions in your Coinax Bermuda Account are margined on a portfolio basis and the Margin Balance is determined using a risk-based model that offsets Positions against each other across eligible products and currencies, with the result expressed in a single reference Settlement Currency, in each case in accordance with the Deribit Rulebook;

(E) “Cross Collateral Standard Margin” means the Margin mechanism under which each Position is margined independently within your Coinax Bermuda Account (with the Margin Requirement calculated on a per-Position basis), and the Margin Balance is determined by aggregating the value of all Equity held across all Cross Collateral Currencies in your Coinax Bermuda Account into a single reference Settlement Currency, in each case in accordance with the Deribit Rulebook;

(F) “Contract Specifications” means the procedures and rules applicable to trading specific Digital Assets, Derivative Contracts or classes thereof, on the Deribit Exchange, available through the Coinax Bermuda Platform; 

(G) “Equity” means, in respect of any Supported Digital Asset (or Fiat) held in your Coinax Bermuda Account, the total value of all Positions, Fiat and Supported Digital Assets in that Account expressed in that currency, in each case as calculated by Coinax Bermuda in accordance with the Deribit Rulebook and as displayed on the Coinax Bermuda Platform;

(H) “Fast Market” means a market condition (which may change over time and may vary based on the underlying asset) where due to high levels of price volatility in a particular Derivative Contract, the price of that Derivative Contract deviates by more than a pre-determined range, for example, if the price deviates more than ten (10) percent of the market price within the preceding sixty (60) minutes. The Fast Market conditions will be set out on the Website;

(I) “Insurance Fund” means the total amount of Liquidation Fees (comprising Digital Assets and contributions from the Operator of the Deribit Exchange as it may deem necessary from time to time), minus any applicable taxes, available to cover for losses when your Coinax Bermuda Account is bankrupt after the Liquidation Process;

(J) “Liquidation Fee” means the fee which a client may be required to pay upon the liquidation of its Positions and/or Trades;

(K) “Liquidation Process” has the meaning given to it in ‎Part B, Section ‎6 (Liquidation Process on the Deribit Exchange);

(L) “Margin Balance” means:

(1) on a Segregated Standard Margin account: the Equity minus the Mark Price of each long option Position multiplied by the size of that Position, calculated on a per-Supported Digital Asset type basis (rather than on an aggregated basis);

(2) on a Segregated Portfolio Margin account: the Equity, calculated on a per-Supported Digital Asset type basis (rather than on an aggregated basis);

(3) on a Cross Collateral Standard Margin account: the Equity in a single reference Settlement Currency selected by the Deribit Exchange (for example, USDC), calculated as the sum of: (1) the Equity held in that reference Settlement Currency; and (2) the equivalent value (in that Settlement Currency) of the Equity held in other Cross Collateral Currency, less the equivalent value (in that reference Settlement Currency) of any long of any long option Positions in the account; and

(4) on a Cross Collateral Portfolio Margin account: the Equity in a single reference Settlement Currency selected by the Deribit Exchange, being the sum of (i) the Equity held in that reference Settlement Currency, plus (ii) the equivalent value (in that reference Settlement Currency) of the Equity held in each other Cross Collateral Currency, in each case determined using a risk-based model that takes into account all instruments across all currencies,

in each case as calculated by Coinax Bermuda in accordance with the Deribit Rulebook and as displayed on the Coinax Bermuda Platform;

(M) “Mark Price” means the fair value, calculated for any underlying asset, in order to determine the value of a Position and the Margin Requirements for that Position;

(N) “Mistrade” means a Trade or trading conditions where:

(1) the traded price for the Derivative Contract deviates more than Mistrade Range; and

(2) is subsequently declared as a Mistrade by the Deribit Exchange.

In the absence of a Mark Price or a discussion about the Mark Price, the Deribit Exchange may, in its sole discretion, consult two (2) market makers in that particular Derivative Contract to obtain a Mark Price;

(O) “Mistrade Range” means the percentage price ranges from the relevant Deribit Exchange index price or Mark Price that an underlying asset may deviate from under normal market conditions as set out in a table published and updated from time to time by the Operator of the Deribit Exchange on the Website;

(P) “Position” means any outstanding commitment you have in connection with the Trade executed on your behalf; 

(Q) “Segregated Portfolio Margin” means the Margin mechanism under which all Positions in respect of a particular Supported Digital Asset in your Coinax Bermuda Account are margined on a portfolio basis, with the Margin Balance determined using a risk-based model that assesses the maximum loss that may occur in your portfolio for that Supported Digital Asset under the price and volatility scenarios prescribed by the Deribit Rulebook,, calculated on a per-Supported Digital Asset basis, rather than on an aggregated, multi-asset basis;

(R) “Segregated Standard Margin” means the Margin mechanism under which each Position is margined independently within your Coinax Bermuda Account, calculated on a per Supported Digital Asset basis, and Segregated Standard Margin is, unless we notify you otherwise, the default Margin mechanism; 

(S) “Settlement Currency” means the Digital Asset (or, where applicable, fiat currency) in which a Trade settles; and

(T) “Trading Session” a twenty-four (24) hour period from 08:00 UTC to 08:00 UTC per calendar day.

1.3 Custody. CBBM may also provide Custody Services in respect of Supported Digital Assets as further described in ‎Part C, Section ‎3 (Custody Services) of this Agreement. Any such Custody Services are separate from, but may be used in connection with, the Derivatives Brokerage Services.

1.4 List of Pairs and Products. A representative list of Derivative Contracts that may be traded via the Derivatives Brokerage Services is set out on the Website and the Coinax Bermuda Platform, as such list may be amended and updated from time to time.

1.5 Access via the Coinax Bermuda Platform. The Derivative Brokerage Services can be accessed via an API (where available and eligible), mobile and/or web-based application through the Coinax Bermuda Platform.

1.6 Compliance with the Deribit Rulebook. You acknowledge that Trades, Direct Exchange Trades, Orders, Positions, margining, liquidation, settlement and related matters on the Deribit Exchange are governed by the Deribit Rulebook. You agree to read, comply with and be bound by the Deribit Rulebook (as amended by the Operator of the Deribit Exchange from time to time) in connection with your use of the Derivatives Brokerage Services and/or the Settlement Service. The Deribit Rulebook may be amended by the Operator of the Deribit Exchange in accordance with its terms, and any such amendment will be effective in accordance with the Deribit Rulebook without the need for any amendment to this Agreement.

Certain provisions of this Agreement describe matters that are also addressed in the Deribit Rulebook. In the event of any conflict or inconsistency between this Agreement and the Deribit Rulebook in relation to the operation of the Deribit Exchange and the execution, margining, liquidation, settlement or close-out of Trades, Direct Exchange Trades, Orders or Positions on the Deribit Exchange (including Margin Requirements, Mark Price, settlement times, liquidation, the Insurance Fund and socialised loss), the Deribit Rulebook shall prevail to the extent necessary to resolve that conflict or inconsistency. For the avoidance of doubt, this paragraph applies only to activity governed by the Deribit Rulebook; where this Agreement governs any Coinax Bermuda Service, product or feature that is not governed by the Deribit Rulebook (including, without limitation, any spot, spot margin, lending, or cross-product or portfolio margining arrangement offered by Coinax Bermuda otherwise than on the Deribit Exchange), this Agreement shall govern. In all other respects, including the provisions of this Agreement relating to your contractual relationship with Coinax Bermuda, custody, the Security Interest, fees payable to Coinax Bermuda, liability, data protection, complaints, consumer rights and dispute resolution, this Agreement shall prevail. Nothing in this Section affects any rights you have under applicable law that cannot be excluded or limited.

2. Capacity

2.1 Agency Role and Relationship with the Deribit Exchange. CBBM acts in the capacity of agent on your behalf by intermediating trades for you on the Deribit Exchange, which means that:

(A) the Coinax Bermuda Platform is not an exchange or a market, but solely allows you to place Orders that will be executed by CBBM on your behalf on the Deribit Exchange;

(B) you contract with CBBM under this Agreement for the provision of the Derivatives Brokerage Services, but you are not buying a Derivative Contract from, or selling a Derivative Contract to, CBBM;

(C) by accessing or making use of the Coinax Bermuda Platform, and placing an Order with CBBM, you acknowledge and agree that you are expressly instructing CBBM to execute such Order on the Deribit Exchange; 

(D) CBBM will not be your trade counterparty in respect of any Trade and, subject to ‎Part A, Section ‎8 (Liability), shall have no liability for the performance of the obligations of your trade counterparty(ies) in respect of any such Trade; and

(E) when CBBM executes an Order, it acts in accordance with the Deribit Rulebook as your agent. The functioning and operations of the Deribit Exchange are outside of CBBM’s control and responsibility. Any dysfunction on the Deribit Exchange may impact the performance of CBBM’s obligations under this Agreement, and CBBM will not have any liability in this respect.

3. Limitations to our services

3.1 Execution Only. The Derivatives Brokerage Services are provided by CBBM on an execution-only basis. 

3.2 Availability of Products and Features. The Deribit Exchange may from time to time make available products, features, or order types that are not supported by, or accessible through, the Coinax Bermuda Platform. Details of the products, features, and order types available to you on the Deribit Exchange via CBBM will be as set out on the Coinax Bermuda Platform, as updated from time to time. 

3.3 No Marketing / Promotion / Solicitation; Reliance on Information. The Derivatives Brokerage Services provided by CBBM under this Agreement do not amount to any marketing, promotion, solicitation or offer for any Digital Asset, Derivative Contract, or investment to you or any third party. You are solely responsible for any losses, damages or costs resulting from your reliance on any data or information that Coinax Bermuda may provide and Coinax Bermuda cannot be held liable for any such information, unless such losses, damages or costs are directly and solely caused by Coinax Bermuda’s gross negligence, wilful default or fraud.

3.4 Your Own Evaluation And Risk Assessment. You represent, warrant, and undertake that you have made your own evaluation and are responsible for conducting your own independent analysis of the merits and risks of placing Orders for execution by CBBM. You should carefully assess whether your financial situation and tolerance for risk is suitable for entering into Derivative Contracts.

3.5 Market Data and Reference Data. Coinax Bermuda will use reasonable efforts to offer correct and up-to-date information on the Coinax Bermuda Platform, including – without limitation – certain market data, reference data, identifier data, index data, valuation data, corporate actions data and other related data (collectively, “Market Data“). Market Data may be sourced directly from third-party data providers or indirectly via the Deribit Exchange and its data providers. However, you acknowledge and accept that such Market Data may not be accurate and that the use of the market data when trading Digital Assets and/or Derivative Contracts shall be at your own risk and Coinax Bermuda cannot be held liable for any incorrect market information, save in the case of Coinax Bermuda’s gross negligence, wilful default or fraud. You agree to comply with the additional terms applicable to Market Data as set out in Appendix 4 (Market Data and Third-Party Reference Data) of this Agreement.

4. Placing of your orders for execution

4.1 Account Choice. You can choose between different Margin mechanisms per Coinax Bermuda Account (subject to eligibility and availability): 

(A) Segregated Standard Margin;

(B) Segregated Portfolio Margin;

(C) Cross Collateral Standard Margin; and 

(D) Cross Collateral Portfolio Margin.

Unless we notify you otherwise, Segregated Standard Margin is the default Margin mechanism.

4.2. Execution of Orders on the Deribit Exchange. When you place an Order through the Coinax Bermuda Platform, CBBM will execute such Order on your behalf on the Deribit Exchange. Subject to Part B, Section ‎‎3.2 (Availability of Products and Features), the types of instructions and Orders we accept are set out on the Website and the Deribit Rulebook.

4.3. Margin Requirements for Leveraged Orders. For CBBM to execute, on your behalf, an Order using leverage on the Deribit Exchange, you are required to meet the applicable Initial Margin requirements when placing the Order through the Coinax Bermuda Platform, and to meet the applicable Maintenance Margin requirements to keep the resulting Position open (see ‎Part B, Section ‎5 (Leverage and Margin) for further detail).

4.4. Order Parameters And Trading Limits. An Order must comply with any applicable minimum and maximum Order values, sizes, trading and position limits, tick sizes, trading bandwidths, position management controls, and any other requirements under this Agreement and the Deribit Rulebook. We may refuse to place your Order for execution on the Deribit Exchange in accordance with the conditions set out in this Agreement, or for any other reason in our absolute discretion.

4.5. Separate Nature of Each Trade. Each Trade you enter into via the Derivatives Brokerage Services will constitute a separate, severable agreement between you and your trading counterparty on the Deribit Exchange, effected through CBBM acting as your agent and entered into in accordance with the provisions of the Deribit Rulebook.

4.6. Your responsibility for Orders submitted via your Account. You agree that:

(A) Orders placed by you under this ‎Part B utilising the Derivatives Brokerage Services can only be executed on the Deribit Exchange;

(B) you have full responsibility for the security and authenticity of all Orders placed through your Coinax Bermuda Account via the Coinax Bermuda Platform for execution by CBBM on your behalf on the Deribit Exchange, and you will be bound by all such Orders;

(C) we are entitled to assume the authenticity of any Orders placed through your Coinax Bermuda Account via the Coinax Bermuda Platform, including that all Orders placed are in fact authorised by you, and we are under no obligation whatsoever to verify that such Orders are authentic or are in fact authorised by you. Notwithstanding this, we reserve the right, but shall not be obligated, to make further enquiries about or require written confirmation of any Order, for example where an Order is unclear, ambiguous, or, in our reasonable opinion, was placed by you accidentally, mistakenly, fraudulently and/or negligently; and

(D) you are bound by all Orders placed through your Coinax Bermuda Account via the Coinax Bermuda Platform for execution by CBBM on your behalf on the Deribit Exchange, with the exception of unexecuted Orders which you may request to cancel. You may request to cancel or modify an Order which has not been executed. We cannot guarantee that we will be able to carry out your cancellation or modification request, as this will depend on the Derivative Contract that you are trading, and whether or not you have that ability as set out in the Deribit Rulebook.

4.7. Derivatives Air Drops. From time to time, CBBM may, in its sole discretion, conduct a Derivatives Air Drop by opening one or more Derivative Contract positions in your Coinax Bermuda Account, collateralised with Supported Digital Assets credited by CBBM for that purpose (“Air Drop Margin”). You hereby appoint CBBM as your authorised agent for the limited purpose of placing Orders, posting the Air Drop Margin, and opening such Derivative Contract positions on your behalf, and each Derivative Contract so opened shall be a Derivative Contract entered into by you under, and subject to, the terms of this Agreement, save as expressly modified below. Derivatives Air Drops will generally be made available only to customers who (i) affirmatively opt in via a call-to-action or similar prompt made available by CBBM via the Coinax Bermuda Platform or the Site, and (ii) satisfy any additional eligibility criteria set by CBBM; however, CBBM reserves the right to conduct Derivatives Air Drops without a separate opt-in where it considers it appropriate to do so. Each Derivatives Air Drop position will be opened on an isolated-margin basis, and notwithstanding any other provision of this Agreement: (a) only the Air Drop Margin (and any additional Margin you expressly elect to allocate to the position) may be applied to support, margin, liquidate, or settle that position, and losses on it will not trigger Liquidation, Auto-Deleveraging, or any other adverse action against your other balances or Derivative Contracts; and (b) your maximum loss on any Derivatives Air Drop position is capped at the Air Drop Margin allocated to it, no Derivatives Air Drop position shall result in negative Equity, debt, or any payment obligation owing by you to Coinax Bermuda, and CBBM shall absorb any shortfall as a promotional cost; and (c) upon settlement, expiry, close-out, or other termination of a Derivatives Air Drop position, any Air Drop Margin remaining after the application of any losses on the position (together with any profits realised on the position) shall be retained by you and credited to your Coinax Bermuda Account, and shall not revert to, or be clawed back by, CBBM. For the avoidance of doubt, the Air Drop Margin is credited to you on an outright basis as part of the Derivatives Air Drop and, save for its application against losses on the related Derivatives Air Drop position in accordance with paragraph (a) above, is yours to keep. CBBM is under no obligation to offer Derivatives Air Drops and may set, vary, suspend, or terminate any Derivatives Air Drop or your eligibility for one at any time in its sole discretion.

5. Leverage and margin

5.1 Use of Available Balance as Leverage. You are allowed to place Orders using your Available Balance as leverage, as a specified fraction of the possible change in value of the relevant asset against the Position in the relevant Settlement Currency. Leverage will impact the amount of Margin you are required to provide for a particular Order or Position. You may be subject to limitations on your ability to utilise leverage in relation to any Order, as determined by CBBM in accordance with this Agreement and the Deribit Rulebook.

5.2. Types of Margin. There are two types of Margin you are required to meet in connection with the Derivatives Brokerage Services:

(A) Initial Margin, being the minimum Margin that must be held on your Coinax Bermuda Account (including via a third party custodian, as detailed in Part B, Section 5.5 (Custody of Margin and Collateral) below) when placing your Order; and

(B) Maintenance Margin, being the minimum Margin that must be held on your Coinax Bermuda Account (including via a third party custodian, as detailed in Part B, Section 5.5 (Custody of Margin and Collateral) below) to maintain your open Positions.

5.3. Obligation to Maintain Margin. You agree and undertake to provide and/or maintain at all times sufficient Margin required for any Order, any resulting Trade and Position, in accordance with this Agreement and the Deribit Rulebook. This includes having the requisite amount of Margin available for use in your Coinax Bermuda Account, or transferring the requisite Digital Assets into your Coinax Bermuda Account, to meet the applicable Margin Requirements. 

5.4. Ownership of Margin and use to Satisfy Liabilities. You represent, warrant, and undertake that any Margin provided by you was, at the date of transfer, beneficially owned by you and not subject to any charge, lien, or other encumbrance. Without prejudice to any other rights we have under this Agreement, Margin may be retained and used to set-off, settle, satisfy, or reduce any of your liabilities under this Agreement.

5.5. Custody of Margin and Collateral. You may arrange for your Margin or collateral provided in connection with the Derivatives Brokerage Services to be held by another Coinax Bermuda Group entity or a pre-approved third-party custodian on your behalf. Where country-specific custody arrangements apply, the terms governing such arrangements will be as set out in Part D (Country Specific Terms).

5.6. Haircuts and product fees on cross-collateral. Where your Coinax Bermuda Account is configured for Cross Collateral Standard Margin or Cross Collateral Portfolio Margin, you acknowledge and agree that, in accordance with the Deribit Rulebook: (A) the value attributed to Equity held in a Cross Collateral Currency other than the relevant reference Settlement Currency may be reduced by a haircut when determining your Margin Balance and Available Balance; and (B) where you have negative Equity in any Settlement Currency, a product fee may be charged on that negative Equity, and Equity in your other Cross Collateral Currencies (or, where applicable, the Insurance Fund) may be applied to replenish it. The applicable haircuts and product fees are determined by the Operator of the Deribit Exchange in accordance with the Deribit Rulebook, are notified to you via the Coinax Bermuda Platform, and may be amended from time to time.

6. Liquidating positions, insurance fund and socialised losses

6.1 Liquidation Process on the Deribit Exchange. If any client trading on the Deribit Exchange does not meet the applicable Margin Requirements, the Operator of the Deribit Exchange can initiate a Liquidation Process in accordance with the Deribit Rulebook. In particular, where the Margin Balance falls below the Maintenance Margin in respect of the requisite Supported Digital Asset (or, in the case of a Cross Collateral account, in the reference Settlement Currency), the Operator of the Deribit Exchange may close existing Positions or open new Positions in order to reduce the risk in that Supported Digital Asset or Settlement Currency, in accordance with this Section 6 and the Deribit Rulebook. The Liquidation Process occurs as follows:

(A) The process may involve closing Positions, cancelling Orders, hedging through other trades, transferring Positions to one or more Liquidity Support Providers (as defined in Section 6.6) or any other actions deemed necessary or appropriate by the Operator of the Deribit Exchange in its sole discretion. If liquidation occurs in respect of your Orders or Positions, you may be charged a Liquidation Fee in accordance with the Deribit Rulebook. Additionally, if your Coinax Bermuda Account goes into a negative balance after liquidation, any deficit may be settled using the Insurance Fund, bringing that account balance back to zero.

(B) If the Insurance Fund is insufficient to cover the negative balance of a bankrupt account, the Operator of the Deribit Exchange may activate a “socialised loss mechanism”. This mechanism spreads the loss across participants who have profited in the same Trading Session by deducting a proportional amount from their gains to offset those losses. Participants cannot dispute their contribution to this mechanism unless there is a clear error in the calculation. By entering into this Agreement, you accept and agree to the possibility of being affected by this mechanism, which aims to stabilise the Deribit Exchange’s financial integrity in the event of significant losses.

(C) The Operator of the Deribit Exchange may instruct the use of the Insurance Fund at its sole discretion in order to compensate participants’ losses which it considers to result from materially adverse unforeseen events. To the extent that the Operator of the Deribit Exchange utilises the Insurance Fund in such circumstances, it is under no obligation to cover all of a participant’s loss, and therefore any compensation may be partial.

6.2. Account Bankruptcy and Extreme Market Circumstances. If your Positions have been liquidated and your remaining Equity is insufficient to cover your (additional) losses, your Coinax Bermuda Account is bankrupt. Under extreme market circumstances, in order to protect the integrity of CBBM, the Coinax Bermuda Platform or the Deribit Exchange, we reserve the right to partially or entirely effect the closure your Position(s) to be able to close positions of counterparties to help prevent counterparty bankruptcies, where the liquidity in the market is not enough to take over positions of counterparties that are on the verge of bankruptcy or already bankrupt. This may include, without limitation, the transfer of Positions to Liquidity Support Providers in accordance with Part B, Section 6.6 (Liquidity Support Providers). In the event any Position is closed on the basis of this Part B, Section ‎6.2, you agree that the Operator of the Deribit Exchange will determine the price you will receive for the Position closed in its sole discretion, but in principle this will be the Mark Price. In case of liquidation on the basis of this Part B, Section ‎6.2, whether or not any compensation from the Insurance Fund will be provided will be determined by the Operator of the Deribit Exchange (as relevant) in its sole discretion. If applicable and approved by us, we will reset the balance of the relevant Digital Assets in your Coinax Bermuda Account to zero by arranging for the transfer of funds from the Insurance Fund to your Coinax Bermuda Account.

6.3. CBBM’s role and Limitation of Liability in the Liquidation Process. CBBM’s role in the Liquidation Process is limited to recording your Positions and balances in your Coinax Bermuda Account following the Liquidation Process described in Part B, Section ‎6.1 above and reflecting the outcome of any actions taken by the Operator of the Deribit Exchange or any Liquidity Support Provider. CBBM will have no liability whatsoever for any action taken or omitted to be taken, whether by the Operator of the Deribit Exchange or any other participant, in respect of the Liquidation Process or closing of Positions under this Part B, Section ‎6 (Liquidating Positions, Insurance Fund And Socialised Losses).

6.4. Treatment of Collateral and Applicable Law. By using the Derivatives Brokerage Services, you consent to any such Liquidation Process (including any transfer of Positions to Liquidity Support Providers) and further agree to indemnify and hold harmless CBBM for any actions properly taken by CBBM under this Part B, Section ‎6 (Liquidating Positions, Insurance Fund And Socialised Losses), in addition to the broader indemnity set out in ‎Part A, Section ‎8 (Liability) of this Agreement.

6.5. For the avoidance of doubt, any Digital Assets held in custody and/or pledged as Margin in connection with the Derivatives Brokerage Services shall not be distributed except in accordance with, and subject to, applicable law and the security interest and enforcement provisions set out in this Part B.

6.6. Liquidity Support Providers. As part of the Liquidation Process, the Operator of the Deribit Exchange may transfer open Positions to one or more backstop liquidity providers that participate in the liquidity support provider programme maintained by the Operator of the Deribit Exchange from time to time (each, a “Liquidity Support Provider“). The role of a Liquidity Support Provider is to absorb Positions that cannot otherwise be closed on the Deribit Exchange during the Liquidation Process, thereby reducing the risk of socialised losses under Part B, Section 6.1(B). The Operator of the Deribit Exchange may, in its sole discretion, incentivise Liquidity Support Providers to participate in the programme by providing discounts from fees and such other incentives as it may publish from time to time on the Website. Where your Positions are transferred to a Liquidity Support Provider as part of the Liquidation Process, the transfer will be effected in accordance with the Deribit Rulebook. You acknowledge and agree that:

(A) CBBM has no control over the identity, conduct, or performance of any Liquidity Support Provider;

(B) the availability and capacity of Liquidity Support Providers may vary and is not guaranteed; and

(C) if Liquidity Support Providers are unable to absorb your Positions in full, the remaining Positions may be subject to the socialised loss mechanism described in Section 6.1(B).

7. Ongoing information – pre-trade information, confirmations and settlement

7.1 Pre‑trade information. Prior to placing an Order, you may review, on the Coinax Bermuda Platform, information related to the relevant Derivative Contract on the Deribit Exchange, including Contract Specifications, unexecuted Orders and other relevant trading information, as made available from time to time.

7.2. Trade Confirmations. If we execute your Order via the Derivatives Brokerage Services, we will provide you with a Confirmation which will appear in your Coinax Bermuda Account in near‑real time following your Order being executed and resulting in a Trade. The date of such Confirmation will be the Contract Date for that Trade. In the absence of a manifest error, the Confirmation will be conclusive and binding on you unless:

(A) you object to the Confirmation and notify us of the error or omission within twenty‑four (24) hours of the delivery of the Confirmation; or

(B) we notify you of an error or omission within three (3) days of the delivery of the Confirmation.

Notwithstanding the foregoing, where the Deribit Rulebook prescribes a shorter period within which errors or omissions in respect of a Trade may be raised or corrected, that shorter period shall apply in place of the periods set out in Part B, Sections ‎7.2‎(A) and‎ 7.2‎(B) above.

7.3. Correction of Errors. We reserve the right to re‑issue any Confirmation to correct any error or omission when the error or omission comes to our attention. You are entitled to a copy of any Confirmation at any time during the term of this Agreement upon request.

7.4. Monthly Statements. We will provide you with a written statement of account at least Monthly, showing (amongst other things) the Digital Asset balances, trading summaries, fees, and Positions in each relevant account used in connection with the Derivatives Brokerage Services.

7.5. Loss. If any Trade executed via the Derivatives Brokerage Services results in a loss, your Margin and any Equity supporting that Trade may be used by us or the Operator of the Deribit Exchange, to cover that loss, in accordance with this Agreement and the Deribit Rulebook.

7.6. Settlement. Positions opened via the Derivatives Brokerage Services are settled by the Operator of the Deribit Exchange in accordance with the Deribit Rulebook. Settlement occurs as follows:

(A) Positions are cash‑settled in the relevant Settlement Currency (including through the Liquidation Process described in Part B, Section ‎6). 

(B) Settlement occurs:

(1) on a daily basis; and

(2) when a Position closes or expires at the relevant settlement price, and the profit or loss on that Position is credited to or deducted from the relevant account on the Deribit Exchange and reflected in your Coinax Bermuda Account,

each such event being a “Settlement” or to “Settle”.

(C) Daily Settlement shall occur each calendar day at 08:30 AM UTC (or such other time as may be specified in the Deribit Rulebook).

(D) Unless otherwise required under this Agreement and save for daily Settlement or Settlement pursuant to Part B, Section 7.6(B), Settlement occurs in response to:

(1) any closing out of a Position, whether as a result of your Order being executed, to maintain Margin, pursuant to the Liquidation Process, or otherwise; or

(2) a Position being held to final Settlement in accordance with the relevant Contract Specifications published by the Operator of the Deribit Exchange. 

(E) The Operator of the Deribit Exchange Settles Positions by:

(1) calculating the profit and loss of a Position based on the prices at which the Position being closed out was opened and closed, the size of that Position and the Contract Specifications of the Derivative Contract in which the Position was held;

(2) adding the profit to or deducting the loss from, as the case may be, the Margin allocated in the account in which the Position resided; and

(3) performing the steps above immediately after the respective events described in Section ‎7.6(B) have occurred.

(F) CBBM’s role in the Settlement process is limited to recording the Positions and balances in your Coinax Bermuda Account following the Settlement process described in Part B, Sections ‎7.6(A) to ‎7.6(E) above. CBBM will have no liability whatsoever for any action taken or omitted to be taken by the Operator of the Deribit Exchange in respect of the Settlement process.

8. Our rights regarding your orders

8.1 Trading Restrictions. Without prejudice to ‎Part A, Section ‎6.1 (Transaction Limits), we reserve the right to:

(A) limit your right to place Orders under the Derivatives Brokerage Services;

(B) instruct the Operator of the Deribit Exchange to cancel or modify Orders;

(C) instruct the Operator of the Deribit Exchange to partially or entirely close any or all of your Positions entered into via the Derivatives Brokerage Services. This includes, but is not limited to, a Position that is profitable and/or a Position that does not at that time breach any applicable Margin Requirements, where we consider this necessary or appropriate to manage our or the Deribit Exchange’s risk (for example, to reduce or close counterparty Positions that have breached the Margin Requirements); and

(D) instruct the Operator of the Deribit Exchange to close any Position in a fair way and acting reasonably where a fork has occurred in relation to the Digital Asset relevant to the Position. This includes a Position that is profitable and/or a Position that does not breach any applicable Margin Requirements.

9. Mistrades and Fast Markets on the Deribit Exchange

9.1 Mistrades. The Operator of the Deribit Exchange may, in its absolute discretion, declare a Mistrade, either within sixty (60) minutes after a Trade is executed or following an application for a Mistrade made in accordance with this ‎Part B, Section ‎9, in the following circumstances:

(A) the prices on which Orders are executed deviate more than the applicable Mistrade Range;

(B) it is in the interest of maintaining an orderly and fair market or maintaining price continuity; or

(C) there is an error in the Deribit Exchange trading system. 

The Operator of the Deribit Exchange may not declare a Mistrade in circumstances where a Trade cannot be reversed or adjusted because one of the parties to that Trade has insufficient funds in its account on the Deribit Exchange to enable the cancellation or price adjustment of that Trade.

9.2. Fast Markets. The Operator of the Deribit Exchange may declare a Fast Market at its absolute discretion, if market conditions reasonably warrant such a declaration. Where the Operator of the Deribit Exchange declares a Fast Market, such Fast Market will last for a period of two (2) hours from the moment that the Fast Market is declared, unless the Deribit Exchange withdraws its declaration in respect of a particular Derivative Contract at its absolute discretion, if market conditions reasonably warrant such withdrawal.

In circumstances where a Fast Market exists, the Deribit Exchange may, in its absolute discretion, adjust the Mistrade Range for a Derivative Contract up or down by such ratio as it deems reasonable in order to maintain an orderly and fair market or maintain price continuity.

9.3. Communication of Mistrade by CBBM. Where the Operator of the Deribit Exchange declares a Mistrade, CBBM will communicate such Mistrade to you via the Coinax Bermuda Platform, by email to the primary email address associated with your Coinax Bermuda Account and/or via such other electronic communication channels as Coinax Bermuda may make available from time to time.

9.4. Effect of a Mistrade. Where the Operator of the Deribit Exchange declares a Mistrade, it may:

(A) cancel a previously executed Trade; or

(B) adjust the execution price of an executed Trade,

each of which may impact your Trade.

9.5. Account adjustments following a Mistrade. Following a declaration of a Mistrade, the Deribit Exchange (and/or CBBM, as appropriate) will, within six (6) hours after the Mistrade was declared or following the decision on your application for a Mistrade:

(A) reverse or adjust all relevant Trades; and

(B) adjust each account on the Deribit Exchange (and/or Coinax Bermuda will adjust each client’s Account, as appropriate) balance that is affected by the declaration of the Mistrade accordingly.

Where the Operator of the Deribit Exchange declares a Mistrade and reverses or adjusts a Trade, CBBM shall not be liable for any losses incurred by you which result from the declaration of a Mistrade and the subsequent cancellation or price adjustment of your Trade.

Where the Operator of the Deribit Exchange declares a Mistrade and reverses or adjusts a Trade, the Liquidation Process as described under ‎ Part B, Section ‎6 (Liquidating Positions, Insurance Fund and Socialised Losses) does not apply

9.6. Applications for a Mistrade. The Operator of the Deribit Exchange may declare a Mistrade at its own initiative or on application by a member of the Deribit Exchange (including an application made by CBBM on your behalf).

9.7. Negatively Affected by a Mistrade. If you consider that you have been negatively affected by a Mistrade or that there has otherwise been an error in a Trade executed via the Derivatives Brokerage Services, you may request CBBM to submit an application to the Deribit Exchange on your behalf:

(A) requesting that a Mistrade be declared; and

(B) requesting the reversal or adjustment of the relevant Trade.

9.8. You may not request an application for the declaration of a Mistrade unless the total loss resulting from the Trade to which the application relates exceeds USD 10,000 (or such other threshold as may be notified to you by CBBM from time to time).

9.9. Submission Timeframe for a Mistrade. Any request by you for a Mistrade application must be submitted to CBBM within thirty (30) minutes after the relevant Trade(s) were executed, using the contact channels notified by CBBM for this purpose. You acknowledge that the Operator of the Deribit Exchange will only consider applications submitted to it within sixty (60) minutes after execution of the relevant Trade(s), and that CBBM therefore requires sufficient time to review and submit your application to the Operator of the Deribit Exchange before that deadline. Following timely receipt of your request, CBBM will use reasonable endeavours to review and (where applicable) submit your application to the Operator of the Deribit Exchange as soon as reasonably practicable, and in any event before the Operator’s sixty (60) minute deadline expires. CBBM is under no obligation to submit, and the Operator of the Deribit Exchange is under no obligation to consider, any application that is submitted to CBBM after the thirty (30) minute deadline or that cannot, despite CBBM’s reasonable endeavours, be submitted to the Operator before the Operator’s deadline.

9.10 Application Details. Your application for a Mistrade must contain the following information:

(A) your name;

(B) your Coinax Bermuda Account identifier (UID or similar);

(C) Derivative Contract name;

(D) time of execution;

(E) execution price; and

(F) reasons for the application.

9.11. Subject to the Deribit Rulebook, the Operator of the Deribit Exchange will complete its review of the application made by CBBM on your behalf within six (6) hours (or, if it considers it reasonably necessary, extend the review period by up to twenty-four (24) hours) after the application was submitted to the Deribit Exchange.

9.12. Communication of Refusal. If the Operator of the Deribit Exchange decides to refuse an application made by its members (including applications made by CBBM on your behalf), it will communicate such refusal to the relevant member, including reasons. Upon receipt of any such refusal decision from the Operator of the Deribit Exchange affecting your Trade, CBBM will notify you of the refusal, including the reasons provided by the Operator of the Deribit Exchange. Such notification will be made via the contact details registered to your Coinax Bermuda Account.

9.13. Consequences of exercising our rights under this Section. Where we exercise any of our rights under this Part B, Section 9:

(A) you agree that, we will not be liable for any loss you may incur as a result; and

(B) you acknowledge that the Operator of the Deribit Exchange can determine the price you will receive for the Trade of which the Position is closed at its sole discretion, but in principle, this will be the Mark Price.

10. Additional security provisions in relation to the derivative brokerage services

Definitions

10.1 For the purposes of this Part B, Section 10, the following additional terms have the meanings set out below:

(A) “Deribit Collateral” means, at any time, that part of the Secured Assets consisting of all Digital Assets and fiat currency (if any) standing to the credit of your Coinax Bermuda Account which: (1) we notify you (including via the Coinax Bermuda Platform) are designated or available to meet Margin Requirements or otherwise to secure or support your obligations in respect of (a) any Derivative Contract executed via the Derivatives Brokerage Services on the Deribit Exchange and/or (b) any Direct Exchange Trade entered into by you with the Operator of the Deribit Exchange where CBBM provides the Settlement Service to you (such Digital Assets and fiat currency, the “Settlement Service Collateral” as further described in Part B, Section 13.7, which forms part of the Deribit Collateral); and/or (2) we in fact apply, or are instructed by the Operator of the Deribit Exchange to apply, in or towards meeting any Margin Requirements, settlement obligations, close-out amounts, interest, fees, costs or expenses arising in connection with any such Derivative Contracts or Deribit Exchange trades, together with all related rights, entitlements, claims, proceeds and other property from time to time representing or derived from the foregoing;

(B) “Deribit Secured Obligations” means that part of the Secured Obligations comprising all present and future obligations and liabilities (actual, contingent or prospective, whether owed solely or jointly or in any other capacity) that you owe, or are expressed to owe, to the Operator of the Deribit Exchange under or in connection with: (1) any Derivative Contract executed or cleared via the Derivatives Brokerage Services on the Deribit Exchange; (2) any Direct Exchange Trade entered into by you with the Operator of the Deribit Exchange where CBBM provides the Settlement Service to you (such part of the Deribit Secured Obligations, the Settlement Service Secured Obligations as further described in Part B, Section 13.7, which form part of the Deribit Secured Obligations); and (3) any related Margin Requirements, settlement obligations, close-out amounts, interest, fees, costs or expenses, in each case as determined by reference to this Agreement, your actions on the Coinax Bermuda Platform, the Deribit Rulebook and any direct agreement between you and the Operator of the Deribit Exchange; and

(C) “Security Trustee” means CBBM in its capacity as the person holding the benefit of the Security Interest under Part A, Section 14 (Security Interest) for itself and, to the extent applicable under this Part B, Section 10, for the Operator of the Deribit Exchange and any other Secured Party in respect of (i) the Derivatives Brokerage Services and (ii) the Settlement Service.

10.2. For the avoidance of doubt:

(A) the Deribit Collateral (including the Settlement Service Collateral) forms part of the Secured Assets and the Deribit Secured Obligations (including the Settlement Service Secured Obligations) form part of the Secured Obligations for the purposes of Part A, Section 14 (Security Interest); 

(B) the Operator of the Deribit Exchange is a Secured Party for the purposes of Part A, Section 14 (Security Interest); and

(C) this Part B, Section 10 applies to both (i) Derivative Contracts executed via the Derivatives Brokerage Services and (ii) Direct Exchange Trades entered into by Settlement Service Clients with the Operator of the Deribit Exchange, in each case as further described in Part B, Section 13 (Settlement Service). References in this Part B, Section 10 to “Deribit Collateral” and “Deribit Secured Obligations” shall be read as including the Settlement Service Collateral and the Settlement Service Secured Obligations respectively, and the security trust, third-party rights, restrictions, enforcement triggers, application of proceeds, power of attorney, and country-specific precedence provisions in this Part B, Section 10 shall apply equally to such Settlement Service Collateral and Settlement Service Secured Obligations, in each case as further described in Part B, Section 13 (Settlement Service).

Relationship with the general Security Interest

10.3. The Security Interest granted by you under Part A, Section 14 (Security Interest) extends to, and continues in full force and effect over, all Deribit Collateral as security for all Secured Obligations, including the Deribit Secured Obligations.

10.4. For the purposes of the “Product Security Terms and Subordination” and “Designated Sub-Pools and Priority” provisions in Part A, Section 14 (Security Interest), the Deribit Collateral (or such portion of the Secured Assets as we may notify you from time to time) constitutes a Designated Sub-Pool allocated to secure the Deribit Secured Obligations and any other Secured Obligations which we notify you (including via the Coinax Bermuda Platform) are to be secured on that sub-pool.

Security Trust and Third Party Rights

10.5. In relation to the Deribit Collateral and the Deribit Secured Obligations, CBBM, as Security Trustee, holds and shall hold:

(A) the benefit of the Security Interest; and

(B) subject to the “Application of Proceeds” provisions in Part A, Section 14 (Security Interest), all proceeds of any enforcement or realisation of the Deribit Collateral,

on trust for the Operator of the Deribit Exchange (in its capacity as a Secured Party), to be applied in or towards the discharge of the Deribit Secured Obligations, and (after such discharge) any surplus shall be credited to your Coinax Bermuda Account and/or paid to you.

10.6. You acknowledge and agree that the Operator of the Deribit Exchange is an intended third-party beneficiary of this Part B, Section 10 and shall be entitled to enforce the provisions of this Part B, Section 10 directly against you, without prejudice to any rights or discretions of CBBM as Security Trustee under this Agreement.

10.7. Nothing in this Part B, Section 10 shall: (1) create any duties on CBBM in favour of you or the Operator of the Deribit Exchange beyond those expressly set out in this Agreement; or (2) prevent CBBM from exercising any rights it has in its own capacity (including as a Secured Party) in priority to, concurrently with, or after enforcing the Security Interest as Security Trustee, provided that CBBM shall not receive double recovery in respect of the same underlying liability.

Restrictions on Dealings; Further Assurance

10.8. Without prejudice to Part A, Section 14 (Security Interest):

(A) you shall not create or permit to subsist any mortgage, charge, lien, security interest or other encumbrance over any Deribit Collateral, other than:

(1) the Security Interest; and

(2) any security in favour of Coinax Bermuda or any member of the Coinax Bermuda Group arising under this Agreement or any applicable country-specific terms; and

(B) you shall, at your own cost, promptly do all acts and execute all documents (including any further charges, assignments, notices or filings) as we may reasonably require to perfect, protect or improve the Security Interest over the Deribit Collateral, or otherwise to assist any enforcement or realisation of the Deribit Collateral in accordance with this Part B, Section 10 and Part A, Section 14 (Security Interest).

Additional Enforcement Events

10.9. For the purposes of the provision in Part A, Section 14 (Security Interest) that permits us to enforce the Security Interest where an additional enforcement event specified in any Product Security Terms occurs, the following shall constitute additional enforcement events in respect of the Deribit Collateral:

(A) we receive written notice (including via an agreed electronic channel) from the Operator of the Deribit Exchange that an event of default, termination event or similar event has occurred and is continuing under the Deribit Rulebook or any agreement between you and the Operator of the Deribit Exchange relating to Derivative Contracts executed via the Derivatives Brokerage Services; or

(B) any other enforcement, close-out, liquidation or similar event occurs in respect of you under the Deribit Rulebook which the Operator of the Deribit Exchange notifies us (including via the Deribit Exchange) requires or is expected to require the use, application, transfer or realisation of Deribit Collateral to discharge Deribit Secured Obligations.

Enforcement of security and application of proceeds

10.10. Without prejudice to Part A, Section 14 (Security Interest), on or at any time after the Security Interest over the Deribit Collateral has become enforceable, we may, as Security Trustee and/or at the direction of the Operator of the Deribit Exchange, exercise any and all of our rights, powers and remedies under this Agreement and applicable law in relation to the Deribit Collateral, including by:

(A) appropriating, realising, selling, transferring or otherwise disposing of all or any part of the Deribit Collateral (including by way of on-exchange transactions on a Coinax-operated venue or any other trading venue, on-chain transfers or internal book entries within the Coinax Bermuda Platform); and

(B) applying, setting off or transferring all or any part of the Deribit Collateral in or towards the payment, satisfaction or reduction of any Deribit Secured Obligations.

10.11. For the purposes of any “Designated Sub-Pools and Priority” / “Application of Proceeds” provisions in Part A, Section 14 (Security Interest), where the proceeds of enforcement relate to the Deribit Collateral (or any Designated Sub-Pool comprising Deribit Collateral), the priority waterfall as between the Operator of the Deribit Exchange and any other Secured Party having recourse to that Deribit Collateral shall, subject always to Part A, Section 14 (Security Interest), be as follows:

(A) first, in or towards payment and discharge of the Deribit Secured Obligations, in such order and manner as we (in consultation with the Operator of the Deribit Exchange) determine; and

(B) second, in or towards payment and discharge of any other Secured Obligations which we have notified you (including via the Coinax Bermuda Platform) are secured on the Deribit Collateral, in such order and manner as we determine (acting reasonably),

and thereafter any surplus shall be applied in accordance with Part A, Section 14 (Security Interest).

10.12. You acknowledge that the markets for Digital Assets may be illiquid and volatile and that we are not under any obligation to delay any enforcement or realisation of Deribit Collateral in anticipation of any improvement in market conditions. To the maximum extent permitted by applicable law, we shall not be liable to you for any loss arising from the timing, manner or price of any realisation of Deribit Collateral effected in good faith in accordance with this Part B, Section 10.

Power of attorney

10.13. Without prejudice to Part A, Section 14 (Security Interest),  you irrevocably appoint CBBM (acting alone) as your attorney and agent with full authority, at any time after the Security Interest over any Deribit Collateral has become enforceable, in your name and on your behalf and as your act and deed:

(A) to sign, execute and deliver all transfers, instructions and other documents;

(B) to give all notices and directions (including to any Affiliate of CBBM, the Operator of the Deribit Exchange or any third-party exchange, custodian or wallet provider); and

(C) generally to do any and all other things,

which CBBM considers reasonably necessary or desirable to give effect to, or to exercise or enforce (including by the Operator of the Deribit Exchange), the Security Interest over the Deribit Collateral and the powers conferred by this Part B, Section 10.

10.14. You ratify and confirm, and agree to ratify and confirm, anything which CBBM may lawfully do or purport to do in good faith by virtue of this power of attorney.

Country-specific security terms and precedence

10.15. This Part B, Section 10 applies to all users that use the Derivatives Brokerage Services, unless and to the extent that the provisions of any Annex to Part D (Country Specific Terms) apply to such users, as set out in the relevant Annex.

10.16. Where the provisions of any Annex to Part D (Country Specific Terms) apply to you, the provisions of that Annex shall govern the grant, nature and enforcement of any security interest over the Deribit Collateral and/or any other Secured Assets in connection with the Derivatives Brokerage Services and shall take precedence over the provisions of this Part B, Section 10 to the extent of any inconsistency.

10.17. Subject to Part B, Section 10.16, to the extent of any inconsistency between this Part B, Section 10 and any other provision of this Agreement concerning security, lien or set-off in respect of Derivative Contracts executed via the Derivatives Brokerage Services:

(A) as between you and the Operator of the Deribit Exchange, this Part B, Section 10 prevails; and

(B) as between you and CBBM, CBBM may rely on whichever provision (or combination of provisions) it reasonably considers most protective of its and/or the Operator of the Deribit Exchange’s interests, provided that CBBM shall not receive double recovery in respect of the same underlying liability.

11. Suspension and removal of products 

11.1 Products no Longer Supported. We will not be able to execute an Order on the Deribit Exchange in respect of any Derivative Contract that:

(A) is not supported or that has been removed from the Deribit Exchange; or

(B) although available on the Deribit Exchange, is not (or is no longer) made available by us under this Agreement, including without limitation by reason of (a) geographic or jurisdictional restrictions, (b) your client classification, status or eligibility (or change thereto), (c) applicable law, regulation or guidance (or any change in our interpretation thereof), (d) our internal risk, compliance, capital, liquidity or product governance policies, (e) the terms of our membership of, or arrangements with, the Operator of the Deribit Exchange, or (f) any other reason as we may determine from time to time, acting reasonably.

You will be informed of any Derivative Contract that is no longer supported by the Deribit Exchange or that is no longer made available by us under this Agreement, and your Orders can therefore no longer be placed for execution by us. Although we will inform you before a Derivative Contract is removed from the Deribit Exchange or otherwise ceases to be available to you under this Agreement, to the extent this is reasonably possible, we reserve the right to do so without prior notice.

11.2 Withdrawal from your Account. If a Derivative Contract is removed from the Deribit Exchange, any outstanding Order related to this Derivative Contract will be cancelled and you will be given the opportunity to withdraw the Digital Assets or fiat currency from your Coinax Bermuda Account.

11.3 No Liability. You agree that we will not be liable for any loss you may incur as a result of us exercising our rights under this Part B, Section ‎11.

11.4 Additional Suspension, Termination and Cancellation. In addition to the rights set out in ‎Part A, Section ‎7.3 (Suspension, Termination and Cancellation), we may: (a) refuse to complete, or place on hold, block, cancel or reverse a Trade you have authorised (even after funds have been debited from your Coinax Bermuda Account), (b) suspend, restrict, or terminate your access to the Derivatives Brokerage Services, (c) limit the use of the Coinax Bermuda Platform, including, placing orders for execution on the Deribit Exchange, and/or (d) deactivate or cancel your Coinax Bermuda Account with immediate effect for good reason, including, but not limited to where:

(A) we are required to do so by the Deribit Rulebook, or where not doing so would cause CBBM or you to breach applicable law or the Deribit Rulebook;

(B) you have breached any limits placed on your Coinax Bermuda Account, or placing the Order for execution on the Deribit Exchange will cause you to breach any limits placed on your Coinax Bermuda Account; 

(C) your Order does not at any time comply with the Margin Requirements, or placing the Order for execution on the Deribit Exchange will cause you to no longer comply with the Margin Requirements; 

(D) there is a market disruption on the Deribit Exchange;

(E) you notify CBBM that you do not intend to proceed with a Trade; or

(F) the Trade/Order relates to a Derivative Contract and/or a Digital Asset which has been suspended or removed from the Deribit Exchange.

12. Fees

12.1 Additional Information on Fees. For the purposes of ‎Part A, Section ‎5.1 (Fees, Interest, Commissions and Charges), CBBM will not maintain a separate fee schedule. The fees applicable to trading on the Deribit Exchange through CBBM are identical to those set by the Operator of the Deribit Exchange and are published at www.deribit.com/kb/fees or such other location as the Operator of the Deribit Exchange may publish from time to time. CBBM does not apply any mark-up to, and will not charge any fees above, those set by the Operator of the Deribit Exchange for trading on the Deribit Exchange through CBBM, save for any separate fees expressly disclosed to you on the Coinax Bermuda Platform. You should refer to that page for the current fee schedule, including maker/taker rates, liquidation fees, and any applicable rebates.

12.2. Trading Fees. With respect to trading fees, a maker-taker trading fee model applies. This means that Orders providing liquidity could have different fees versus Orders that take liquidity. Fees vary per Derivative Contract and are calculated as a percentage of the underlying Digital Assets. The trading fees are set out on the Website: www.deribit.com/kb/fees or such other location as the Operator of the Deribit Exchange may publish from time to time. 

12.3. Fee Rebate. A fee rebate may also be granted, which will be deducted from or added to the value of the Position. The applicable fees and rebates may be amended from time to time and are available on our Website: www.deribit.com/kb/fees or such other location as the Operator of the Deribit Exchange may publish from time to time. For the avoidance of doubt, this section 12.3 relates to rebates affecting your Position only; rebates and other remuneration that CBBM may itself receive from the Operator of the Deribit Exchange are addressed in Part A, section 5.4 (Third-Party Fees).

12.4. CBBM does not charge, add or retain any fee, mark-up, surcharge or commission of its own in respect of trading on the Deribit Exchange via the Derivatives Brokerage Services. The trading fees, liquidation fees and other amounts payable by you in respect of your use of the Derivatives Brokerage Services are those set by the Operator of the Deribit Exchange, and are passed through to you without addition by CBBM (a “pass-through basis”), such that the total amount you bear is no greater than the fee set by the Operator of the Deribit Exchange. You acknowledge and agree that, with CBBM acting as your agent (as described in Part B, Section 2.1), all such fees will be: 

(A) paid by you to, and collected by, the Operator of the Deribit Exchange; or

(B) where Coinax Bermuda so determines, collected by CBBM (including by debit of your Coinax Bermuda Account in accordance with Part A, Section 5) and remitted to the Operator of the Deribit Exchange, 

(C) in each case on a pass-through basis. For the avoidance of doubt, any commissions, rebates or other remuneration that CBBM itself receives from the Operator of the Deribit Exchange in connection with the Derivatives Brokerage Services are addressed separately in Part A, Section 5.4, and do not increase the fees you bear.

12.5. Liquidation Fee. You may be charged a Liquidation Fee if a Liquidation Process is commenced in relation to your Orders, Positions and/or Trades. The Liquidation Fee may be automatically deducted from your Coinax Bermuda Account. Any Liquidation Fee paid will go into the Insurance Fund as described in ‎Part B, Section ‎6 (Liquidating Positions, Insurance Fund and Socialised Losses). 

12.6. Fee List. Fees may be amended from time to time by the Operator of the Deribit Exchange. Your continued use of the Deribit Exchange shall be deemed to be an acceptance by you of any such periodic amendments to the fees.

13. Settlement Service

13.1 Application of this Section. This Section 13 applies where CBBM provides the Settlement Service to you. Where CBBM provides the Settlement Service to you, you are a Settlement Service Client and Sections 1 to 12 of this Part B do not apply to your Direct Exchange Trades, save where expressly cross-referred in this Section 13. Where you also use the Derivatives Brokerage Services, Sections 1 to 12 of this Part B continue to apply to that activity.

13.2. Nature of the Settlement Service. Under the Settlement Service:

(A) you contract directly with the Operator of the Deribit Exchange for the execution, clearing and settlement of Direct Exchange Trades, on the basis of a separate contractual relationship between you and the Operator (including the Deribit Rulebook and the Operator of the Deribit Exchange’s customer terms);

(B) CBBM is not your broker, agent or counterparty in respect of any Direct Exchange Trade and does not place, execute, route, modify, cancel or liquidate Orders or Direct Exchange Trades on your behalf;

(C) CBBM acts solely as (i) custodian of your Margin and other collateral provided in connection with your Direct Exchange Trades (the “Settlement Service Collateral“), in accordance with Part C, Section 3 (Custody Services); and (ii) settlement agent for the daily and event-driven settlement of cash flows between you and the Operator of the Deribit Exchange in respect of your Direct Exchange Trades.

13.3. Onboarding with the Operator of the Deribit Exchange. You acknowledge and agree that, in addition to your Coinax Bermuda Account, you must (and warrant that you have or will) separately enter into a customer relationship with the Operator of the Deribit Exchange and complete the Operator’s onboarding, KYC, suitability and other client requirements before being able to enter into Direct Exchange Trades. CBBM has no responsibility for, and gives no representations or warranties in respect of, the Operator’s onboarding, eligibility or product-availability decisions.

13.4. Delegation of Settlement Service Collateral. By using the Settlement Service, you instruct CBBM to:

(A) hold the Settlement Service Collateral in your Coinax Bermuda Account;

(B) “delegate” the Settlement Service Collateral to the Operator of the Deribit Exchange for the purposes of meeting Margin Requirements and securing your obligations in respect of Direct Exchange Trades, in accordance with the Deribit Rulebook and the operational arrangements between CBBM and the Operator of the Deribit Exchange notified to you via the Coinax Bermuda Platform from time to time; and

(C) reflect, on the books and records of your Coinax Bermuda Account, the amount of Settlement Service Collateral so delegated and the resulting available Margin Balance reported to you by the Operator of the Deribit Exchange,

and for the avoidance of doubt, any such ‘delegation’ does not involve any transfer of legal title in the Settlement Service Collateral to the Operator of the Deribit Exchange, and the Operator’s rights in respect of the Settlement Service Collateral arise solely by virtue of the Security Interest under Part A, Section 14 and Part B, Section 10. 

13.5. CBBM following Operator instructions. You irrevocably authorise and instruct CBBM to act on instructions, notifications and data feeds it receives from the Operator of the Deribit Exchange (and from any service provider acting for the Operator) in connection with your Direct Exchange Trades and Settlement Service Collateral, including instructions and notifications to:

(A) increase, decrease, lock, unlock, release, withhold, transfer, debit or credit any portion of the Settlement Service Collateral or your Coinax Bermuda Account in respect of Margin Requirements, mark-to-market settlement, funding payments, premia, fees, close-out amounts and other Direct Exchange Trade-related cash flows;

(B) settle, on a daily basis (currently at 08:30 UTC, or such other time as may be specified by the Operator from time to time) and on a per-event basis, the net change in your equity at the Operator of the Deribit Exchange against your account on the Coinax Bermuda Platform;

(C) enforce, realise, transfer or apply any Settlement Service Collateral pursuant to the security interest granted under Part A, Section 14 (Security Interest) and Part B, Section 10 (Additional Security Provisions in relation to the Derivatives Brokerage Services) (which, for the purposes of the Settlement Service, shall apply mutatis mutandis as if references to “Derivatives Brokerage Services”, “Derivative Contracts”, “Deribit Collateral” and “Deribit Secured Obligations” included references to the Settlement Service, Direct Exchange Trades, Settlement Service Collateral and Settlement Service Secured Obligations (as defined below)); and

(D) take any other operational step that is necessary or appropriate to give effect to the Operator of the Deribit Exchange’s rights under the Deribit Rulebook and any agreement between you and the Operator of the Deribit Exchange in respect of Direct Exchange Trades.

13.6. CBBM not responsible for Operator of the Deribit Exchange instructions. You acknowledge and agree that CBBM is entitled, and instructed by you, to act on any instruction or notification it reasonably believes (acting in good faith and in a commercially reasonable manner) to have come from the Operator of the Deribit Exchange (including via agreed electronic or API channels), without any obligation to investigate the underlying circumstances. CBBM shall not be liable for acting on any such instruction or notification in accordance with this Section 13, save in the case of CBBM’s gross negligence, wilful default or fraud.

13.7. Settlement Service Secured Obligations. All present and future obligations and liabilities (actual, contingent or prospective) that you owe, or are expressed to owe, to the Operator of the Deribit Exchange under or in connection with any Direct Exchange Trade and the Deribit Rulebook (including any related Margin Requirements, settlement obligations, close-out amounts, interest, fees, costs and expenses) are “Settlement Service Secured Obligations” and form part of the Secured Obligations under Part A, Section 14 (Security Interest). The Settlement Service Collateral forms part of the Secured Assets and is allocated as a Designated Sub-Pool to secure the Settlement Service Secured Obligations on a first-priority basis in favour of the Operator of the Deribit Exchange, with CBBM holding the benefit of the Security Interest as Security Trustee for the Operator in accordance with Part B, Section 10 (Additional Security Provisions in relation to the Derivatives Brokerage Services), the definitions and operative provisions of which apply directly to the Settlement Service Collateral and the Settlement Service Secured Obligations. 

13.8. Withdrawals. Your ability to withdraw Settlement Service Collateral is subject to (i) the Margin Requirements and other restrictions notified to CBBM by the Operator of the Deribit Exchange and (ii) the terms of Part C, Section 3 (Custody Services) and Part A, Section 14 (Security Interest). CBBM shall not be required to release any Settlement Service Collateral until it has received instructions from the Operator of the Deribit Exchange (or has otherwise satisfied itself, acting reasonably) that the relevant Settlement Service Collateral is no longer required to support your Direct Exchange Trades, and CBBM shall not be liable for any delay or restriction on withdrawals arising from any failure or delay by the Operator of the Deribit Exchange to provide such instructions or confirmations.

13.9. Information; reconciliation. CBBM will reflect on the Coinax Bermuda Platform the balances and movements of Settlement Service Collateral and the outcome of each settlement cycle with the Operator of the Deribit Exchange, in each case based on the data CBBM receives from the Operator of the Deribit Exchange. Real-time information regarding your Direct Exchange Trades, positions, margin and equity will be made available by the Operator of the Deribit Exchange via its own UIs and APIs. In the event of any inconsistency between the data displayed on the Coinax Bermuda Platform and the data displayed by the Operator of the Deribit Exchange in respect of your Direct Exchange Trades, the data of the Operator of the Deribit Exchange shall, in the absence of manifest error, prevail.

13.10. Operator’s role; no responsibility of CBBM. You acknowledge and agree that:

(A) the matching, execution, clearing, margining, liquidation and settlement of Direct Exchange Trades are performed by the Operator of the Deribit Exchange in accordance with the Deribit Rulebook;

(B) any market disruption, system outage, error, mistrade, fast market, liquidation, socialised loss, transfer to a Liquidity Support Provider, change to product or fee schedules, suspension or removal of products, or other action or omission by the Operator of the Deribit Exchange affects you directly under your relationship with the Operator and not under this Agreement; and

(C) save in respect of CBBM’s own obligations as custodian and settlement agent under this Part B, Section 13; Part C, Section 3 (Custody Services), and Part A, Section 14 (Security Interest), CBBM shall have no liability whatsoever in respect of, or arising from, the Operator of the Deribit Exchange’s acts or omissions in relation to your Direct Exchange Trades.

13.11. Fees. Fees, commissions and rebates payable in respect of your Direct Exchange Trades are agreed between you and the Operator of the Deribit Exchange directly. CBBM may charge custody and/or settlement-service fees to you in connection with the Settlement Service in accordance with Part A, Section 5 (Fees, Taxes, Set-Off) and the fee schedule made available on the Coinax Bermuda Platform from time to time. CBBM may also receive remuneration from the Operator of the Deribit Exchange in connection with the Settlement Service, as further described in Part A, Section 5.4 (Third-Party Fees).

13.12. Termination of the Settlement Service. Either you or CBBM may terminate the Settlement Service in accordance with Part A, Section 7 (Suspension, Termination, Events of Default). Termination of the Settlement Service does not, of itself, terminate your relationship with the Operator of the Deribit Exchange in respect of your Direct Exchange Trades; you remain solely responsible for managing that relationship and any open Direct Exchange Trades, including arranging for an alternative custody and settlement arrangement acceptable to the Operator of the Deribit Exchange.

Part C: DIGITAL ASSET SERVICES AND CUSTODY SERVICES PROVIDED BY Coinax BERMUDA

1. Digital Asset Services

1.1 Digital Asset Services provided by Coinax Bermuda. The following services (the “Digital Asset Services“) may be provided to you by Coinax Bermuda:

(A) Digital Asset Wallets; and 

(B) a Digital Asset exchange service enabling you to obtain prices for your purchases and sales of Supported Digital Assets, and (subject to certain restrictions) carry out any such purchases or sales on the Site (the “Digital Asset Exchange Service”). Digital Asset Exchange Services are provided by Coinax Bermuda either via a “request for quote” model supported by market makers that Coinax Bermuda sources liquidity from, or by routing orders to Coinax, Inc., subject to the Coinax Exchange Trading Rules. This order routing may result in some additional latency to fulfilment of orders.

1.2 In General. Your Digital Asset Wallet enables you to send Supported Digital Assets to, and request, receive, and store Supported Digital Assets from Digital Asset Wallets that are under your control, by giving instructions through the Site. Coinax Bermuda does not support the transfer and receipt of Supported Digital Assets from and to Digital Asset Wallets that are controlled by third parties. If you send Supported Digital Assets to an address owned or controlled by a third party (for example another individual’s self-hosted wallet or account at another exchange), this is a violation of this Agreement.

1.3. Test Amount. We recommend that you send a small amount of Supported Digital Assets as a test when sending to a Digital Asset Wallet under your control that is outside the Coinax Bermuda Platform, before sending a significant amount of Supported Digital Assets outside the Coinax Bermuda Platform. You may not be able to send Supported Digital Assets off the Coinax Bermuda Platform until the funds for the purchase of the Supported Digital Asset have settled to Coinax Bermuda.

1.4. Digital Asset Exchange Service. The Digital Asset Exchange Service enables you to buy Supported Digital Assets on the Coinax Bermuda Platform using other types of Supported Digital Assets in your Digital Asset Wallet. Conversely, when you sell Supported Digital Assets on the Coinax Bermuda Platform, you will receive other types of Supported Digital Assets in your Digital Asset Wallet, as selected by you when selling Supported Digital Assets. The Digital Asset Exchange Services are provided via two different user interfaces depending on how you wish to access those services: 

(A) a “request for quote” interface whereby Coinax Bermuda will provide you with quotes on request via the Coinax Bermuda Platform to buy or sell Supported Digital Assets; and

(B) an order book model whereby you can place trades via Coinax Bermuda for routing into the exchange operated by Coinax, Inc.. 

1.5. Supported Digital Assets. Coinax Bermuda facilitates and enables the purchase and sale of Supported Digital Assets on the Coinax Bermuda Platform. The Digital Asset Service enables you to buy Supported Digital Assets on the Coinax Bermuda Site using:

(A) central bank issued currency (such as EUR or GBP) supported by Coinax Bermuda; and/or

(B) other types of Supported Digital Assets in your Digital Asset Wallet.

(C) Conversely, when you sell Supported Digital Assets on the Coinax Bermuda Platform, you may elect to receive:

(D) central bank issued currency (such as EUR or GBP) supported by Coinax Bermuda; and/or

(E) other types of Supported Digital Assets in your Digital Asset Wallet.

The transactions described in this ‎Part C, Section ‎1.5 are referred to in this Agreement as “Digital Asset Transactions”.

1.6. Fiat Currency Transactions. You may purchase Supported Digital Assets by linking a valid payment method to your Digital Asset Wallet. You authorise us to debit funds using your selected payment method(s) to complete your purchase.

1.7. Funds in your Digital Asset Wallet. Although we will attempt to deliver Supported Digital Assets to you as promptly as possible, funds may be debited from your selected payment method before the status of your Digital Asset Transaction is shown as complete, and the Supported Digital Asset is delivered to your Digital Asset Wallet. You may sell Supported Digital Assets in exchange for fiat currency (such as EUR or GBP) supported by Coinax Bermuda. In such circumstances, you authorise us to debit your Digital Asset Wallet and to send instructions to credit your selected payment method(s) in settlement of sell transactions. We will send these instructions as soon as reasonably possible. Any fiat currency should be credited to your selected payment method(s) by the end of the business day after we send such instructions.

1.8. Transaction Fulfilment. We will make reasonable efforts to fulfil all purchases of Supported Digital Assets, but in some circumstances, we may be unable to. If this is the case, we will notify you and seek your approval to re-attempt the purchase at the current Exchange Rate (as defined below). We may adjust prices or cancel trades on the basis that the price traded is not representative of market value or the number of contracts traded is in error. Coinax Bermuda will make the final decision on whether a trade price is adjusted, cancelled or allowed to stand. In determining whether a trade has taken place at an unrepresentative price or at an erroneous contract number, certain factors will be taken into account. They may include, but not be limited to:

(A) current market conditions, including levels of activity and volatility;

(B) time period between different quotes and between quoted and traded prices;

(C) information regarding price movement in related contracts, the release of economic data or other relevant news;

(D) manifest error;

(E) whether there is any indication that the trade in question triggered stops or resulted in the execution of spread trades;

(F) whether another market user or client relied on the price; or

(G) any other factor which Coinax Bermuda, in its sole discretion, may deem relevant.

1.9. Processing times. We will make reasonable efforts to ensure that Digital Asset Transactions, requests for debits and credits involving Digital Asset Wallets, bank accounts, credit and debit cards are processed in a timely manner but Coinax Bermuda makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control. We will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and cheque issuances are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.

1.10. Transaction Limit. The use of the Digital Asset Services is subject to a limit on the volume, stated in EUR, GBP or other fiat currency, USDC or other Digital Assets, you may transact or transfer in a given period (e.g. daily). Please see Appendix 1 (Verification Procedures and Limits) for further details. To view your limits, login to your Coinax Bermuda Account. 

1.11. Availability of Payment Methods. The availability of a method of payment depends on a number of factors including, for example, where you are located, the identification information you have provided to us, and limitations imposed by third party payment processors.

1.12. Conversion Fees. Each purchase or sale of Supported Digital Assets is subject to a fee and, if applicable based on the service, a spread (a “Conversion Fee”). The applicable Conversion Fee will be displayed to you on the Site prior to each transaction and is stated in each receipt we issue to you. We may adjust our Conversion Fees at any time. We will not process a transaction if the Conversion Fee and any other associated fees would, together, exceed the value of your transaction. A full list of Coinax Bermuda’s fees and the way fees are calculated can be found on our ‘Pricing and Fees Disclosures’ page.

1.13. Exchange Rates. Each purchase or sale of Supported Digital Assets is also subject to the Exchange Rate for the given transaction. The “Exchange Rate” means the price of any given Supported Digital Asset in fiat currency, USDC (or such other stablecoin as Coinax Bermuda may wish to use for quotations, from time to time), as quoted on the Site. The Exchange Rate is stated either as a “Buy Price” or as a “Sell Price”, which is the price at which you may buy or sell Supported Digital Assets, respectively.

1.14. Spreads. You acknowledge that the Buy Price Exchange Rate may not be the same as the Sell Price Exchange Rate at any given time, and that we may add a margin or ‘spread’ to the quoted Exchange Rate. You agree to accept the Exchange Rate when you authorise a transaction. You can learn more about Coinax Bermuda’s Exchange Rates on our ‘Pricing and Fees Disclosures’ page on the Site. We do not guarantee the availability of any Exchange Rate. We do not guarantee that you will be able to buy and / or sell your Supported Digital Assets on the open market at any particular price or time. 

1.15. Authorisations. By clicking the ‘Buy’ or ‘Sell’ button on the Site, you are authorising Coinax Bermuda to initiate the transaction at the quoted Buy Price or Sell Price and agree to any associated Conversion Fees and Exchange Fees and any other fees.

1.16. Reversals; Cancellations. You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your Digital Asset Wallets have insufficient funds or balance in the Supported Digital Asset that you wish to pay with, you authorise us, in our sole discretion, either to cancel the transaction or to debit other balances on your Digital Asset Wallets, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, insufficient funds, or similar fees charged by your payment provider. Coinax Bermuda reserves the right to suspend access to any and all Coinax Bermuda Services until such insufficient payment is addressed. Digital Asset Transactions cannot be reversed once they have been broadcast to the relevant Digital Asset network. If you initiate a Digital Asset Transaction by entering the recipient’s email address or mobile phone number and the recipient does not have an existing Coinax Bermuda Group Account, we will invite the recipient to open a Coinax Bermuda Account. If the recipient does not open a Coinax Bermuda Account within 30 days, we will return the relevant Supported Digital Asset to your Digital Asset Wallet. 

1.17. Digital Asset Transactions. We will process Digital Asset Transactions in accordance with the instructions we receive from you. You should verify all transaction information prior to submitting instructions to us. We do not guarantee the identity of any user, 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. 

1.18. Miner fees and Inbound Transfers. We may charge network fees (“miner fees”) to process a Digital Asset Transaction on your behalf. We will calculate the miner fees at our discretion, although we will always notify you of the miner fees at (or before) the time you authorise the Digital Asset Transaction. A full list of Coinax Bermuda’s miner fees can be found on our ‘Pricing and Fees Disclosures’ page on the Site. Miner fees for each individual transaction will be disclosed to you at the time of purchase on the checkout page. When you or a third party sends Digital Assets to a Coinax Bermuda Digital Asset Wallet from an external wallet not hosted on Coinax Bermuda (an “Inbound Transfer”), the person initiating the transaction is solely responsible for executing the transaction properly, which may include, among other things, payment of miner fees in order for the transaction to be completed successfully and ensuring that the Digital Asset being sent is a Supported Digital Asset that conforms to the particular wallet address to which funds are directed, including any additional address feature(s) for identifying a transaction recipient beyond a wallet address to the extent required by Coinax Bermuda or the Supported Digital Assets protocol to credit the Inbound Transfer to your Coinax Bermuda Account (e.g., a “Destination Tag/Memo”). Non-payment of miner fees may cause your transaction to remain in a pending state outside of Coinax Bermuda’s control and we are not responsible for delays or loss incurred as a result of an error in the initiation of the transaction and have no obligation to assist in the remediation of such transactions.

1.19. Confirmations. Once submitted to a Digital Asset network, a Digital Asset Transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Digital Asset network. A Digital Asset Transaction is not complete while it is in a pending state. Digital Assets associated with Digital Asset Transactions that are in a pending state will be designated accordingly and will not be included in your Digital Asset Wallet balance or be available to conduct Digital Asset Transactions until confirmed by the network. Once the Digital Asset Transaction has completed you will receive a trade execution report confirming the transfer and the fees incurred.

1.20. Refusal to Process. We may also refuse to process or cancel any pending Digital Asset Transaction as required by law, regulation or any court or other authority to which Coinax Bermuda is subject in any jurisdiction, for instance, if there is suspicion of money laundering, terrorist financing, breaches of international sanctions, fraud, or any other financial crime. 

1.21. Supported Digital Assets. Our Digital Asset Services are available only in connection with Supported Digital Assets. Under no circumstances should you attempt to use your Digital Asset Wallet to store, send, request, or receive Digital Assets in any form that we do not support. We assume no responsibility or liability in connection with any attempt to use your Digital Asset Wallet for Digital Assets that we do not support or with regard to a Supported Digital Asset sent to a wrong or incompatible Digital Asset wallet address. All such erroneously transmitted Digital Assets will be lost. You acknowledge and agree that Coinax Bermuda bears no responsibility and is not liable for any unsupported asset that is sent to a wallet associated with your Coinax Bermuda Account. If you send an unsupported Digital Asset to a wallet associated with your Coinax Bermuda Account, then you will lose that Digital Asset. For some lost Digital Assets, Coinax may in its sole discretion offer you the option to attempt a recovery. We may charge fees to process the recovery attempt on your behalf. We will calculate all fees at our discretion, and notify you of the applicable fees at or before the time you authorize the recovery attempt. For more information, see our ‘Pricing and Fees Disclosures Page’ on the Site. The actual amount recovered may differ from the estimated recovery amount. Coinax does not evaluate the authenticity, safety, or security of unsupported assets. You acknowledge and agree that Coinax is not liable for any loss incurred during the recovery attempt or subsequent use of the recovered asset.

1.22. Initiating an Inbound Transfer. By initiating an Inbound Transfer, you attest that you are transacting in a Supported Digital Asset that conforms to the particular wallet address to which funds are directed. For example: 

• If you select an Ethereum wallet address to receive funds, you attest that you are initiating an Inbound Transfer of Ethereum alone, and not any other Digital Asset such as Bitcoin or Ethereum Classic. 
• If you select a Bitcoin wallet address to receive funds, you attest that you are initiating an Inbound Transfer of Bitcoin alone, and not any other Digital Asset such as Bitcoin Cash or Ethereum.

If you have any questions about which Digital Assets we currently support, please visit https://help.Coinax.com.

1.23. Ending support of a Digital Asset. Coinax Bermuda may in its sole discretion terminate support for any Digital Asset. Coinax Bermuda will to the extent required by applicable law provide you with the minimum period of advance notice required by applicable law or a regulatory authority via email to the email address associated with your Coinax Bermuda account to announce the end of such support. If you do not sell or send such Digital Assets off the Coinax Bermuda Platform during this time, Coinax Bermuda reserves the right to withdraw such Digital Assets from your account and credit your Coinax Bermuda Account with the market value of a Supported Digital Asset or a fiat currency (which denomination will be selected in our reasonable discretion). 

1.24. USDC Wallets. Where available, you may elect to buy USDC from Coinax Bermuda, a Digital Asset issued by Circle Internet Financial (“Circle”) and supported by Coinax Bermuda. You are the owner of the balance of your “USDC Wallet”. Coinax is not the issuer of USDC, does not hold reserves for USDC, and has no obligation to repurchase your USDC for USD. You can redeem your USDC with Circle, and Coinax Bermuda may also elect to repurchase your USDC in exchange for USD. You agree to be bound by the terms of the Circle USDC User Agreement (located here), which provides additional obligations, undertakings, and limitations with respect to USDC.

1.25. Recurring Digital Asset Transactions. If you set up a recurring purchase of a Supported Digital Asset (a “Future Transaction”), you authorise us to initiate recurring electronic payments in accordance with your selected Digital Asset Transaction and any corresponding payment accounts, such as direct debits from, or credits to, your linked bank account. This authorisation will remain in full force and effect until you change your Future Transaction settings or until you provide us with written notice via https://help.Coinax.com. Your Future Transactions will occur in identical, periodic instalments, based on your period selection (e.g., daily, weekly, Monthly), until either you or Coinax cancels the Future Transaction. 

If you select a bank account as your payment method for a Future Transaction, and such transaction falls on a weekend or public holiday in the location in which the relevant bank is located, or after the relevant bank’s business hours, the credit or debit will be executed on the next business day, although the Digital Asset fees at the time of the regularly-scheduled transaction will apply. If your bank is unable to process any payment to Coinax, we will notify you of cancellation of the transaction and may avail ourselves of remedies set forth in this Agreement to recover any amount owed to Coinax. You agree to notify Coinax in writing of any changes in your linked bank account information prior to a Future Transaction.

1.26. Supplemental Protocols Excluded. Unless specifically announced on the Site, or otherwise as set forth in this Agreement, Supported Digital Assets excludes all other protocols and/or functionality which supplement or interact with the Supported Digital Asset. 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 Digital Asset (collectively, “Supplemental Protocols”). Do not use your Coinax Bermuda Account to attempt to receive, request, send, store, or engage in any other type of transaction or functionality involving any such Supplemental Protocols, as the Coinax Bermuda Platform 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. 

You acknowledge and agree that other than as set forth in this Agreement, Supplemental Protocols are excluded from Supported Digital Assets and that Coinax Bermuda has no liability for any losses related to Supplemental Protocols.

1.27. Operation of Digital Asset Protocols. Coinax Bermuda does not own or control the underlying software protocols which govern the operation of Digital Assets. 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 do not guarantee the functionality or security of network operations. You acknowledge and accept the risk that underlying software protocols relating to any Digital Asset you store in your Digital Asset Wallet may change.

1.28. Forks. In particular, the underlying protocols are likely to be subject to sudden changes in operating rules (including “forks”) or may choose to conduct an Asset Transformation at their discretion. Any such operating changes may materially affect the availability, value, functionality, and/or the name of the Digital Asset you store in your Digital Asset Wallet. Coinax Bermuda does not control the timing and features of these 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 Coinax Bermuda in determining whether to continue to transact in the affected Digital Asset using your Coinax Bermuda Account. In the event of any such operational change, Coinax Bermuda reserves the right to take such steps as may be necessary to protect the security and safety of assets held on the Coinax Bermuda Platform, including, without limitation, temporarily suspending operations for the involved Digital Asset(s), and other necessary steps; Coinax Bermuda will use reasonable efforts to provide you notice of its response to any material operating change; however, such changes are outside of Coinax Bermuda’s control and may occur without notice to Coinax Bermuda. Coinax Bermuda may, at its own discretion, choose to support a Coinax Supported Migration of a Supported Digital Asset that has been or will be subject to an Asset Transformation on behalf of customers who, at the relevant time period, hold the Supported Digital Asset. Coinax Bermuda’s response to any material operating change is subject to its sole discretion and includes deciding not to support any new Digital Asset, fork, Asset Transformation, or other actions.

You acknowledge and accept the risks of operating changes to Digital Asset protocols and agree that Coinax Bermuda is not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules. You acknowledge and accept that Coinax Bermuda has sole discretion to determine its response to any operating change and that we have no responsibility to assist you with unsupported Digital Assets, including any Digital Asset subject to an Asset Transformation, or protocols, and that Coinax Bermuda shall not be liable or responsible to you for any loss resulting from any inability to transfer your Digital Assets during a Coinax Supported Migration or otherwise resulting from an Asset Transformation. You further acknowledge and accept that Coinax has no responsibility to support new Digital Asset forks or operating changes for Digital Assets.

1.29. Distribution Events and Air Drops. Coinax Bermuda may determine in its sole discretion its response to a Distribution Event, including whether or not to support any forked asset. “Distribution Event” shall mean an Air Drop, a Derivatives Air Drop or some other issuance of rights, services, interests or positions based on the holding of a Digital Asset or Margin, or other eligible balance in your Coinax Bermuda Account but shall not include any reward generated for on-chain staking from a proof of stake validation protocol. “Air Drop” means a distribution of a new token or tokens resulting from the ownership of a pre-existing token. These tokens are incremental units of the same or a new Digital Asset. “Derivatives Air Drop” means the opening of one or more Derivative Contract positions in your Coinax Bermuda Account by CBBM acting as your authorised agent, on the terms set out in the “Derivatives Air Drops” provision below. The distributions are made as a result of holding a Digital Asset, Margin or other eligible balance, or otherwise satisfying eligibility criteria set by Coinax Bermuda, in each case without any action taken by the holder.

1.30. Fungibility of Certain Digital Assets. You acknowledge and agree that Coinax Bermuda may hold Supported Digital Assets in your Digital Asset Wallets in a variety of different ways, including across multiple blockchain protocols, such as layer two networks, alternative layer one networks, or side chains. In connection with its holding of Supported Digital Assets in your Digital Asset Wallets, Coinax Bermuda may transfer such Digital Assets off of the primary blockchain protocol and hold such Digital Assets on shared blockchain addresses, controlled by Coinax Bermuda, on alternative blockchain protocols in forms compatible with such protocols. You agree that all forms of the same Digital Assets that are held and made available across multiple blockchain protocols may be treated as fungible and the equivalent of each other, without regard to (a) whether any form of such Digital Assets is wrapped or (b) the blockchain protocol on which any form of such Digital Assets is stored.

1.31. Digital Asset Storage & Transmission Delays. Coinax Bermuda securely stores Digital Asset private keys, in a combination of online and offline storage. Our security protocols may delay the initiation or crediting of a Digital Asset Transaction.

1.32. Third party Payments. We have no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or receive from, or sell or transfer to, any third party (including other users of the Digital Asset Services). We are not responsible for ensuring that a third party buyer or a seller you transact with will complete the transaction or is authorised to do so. If you experience a problem with any goods or services purchased from, or sold to, any third party using Digital Assets transferred using the Digital Asset Services, or if you have a dispute with any such third party, you should resolve the dispute directly with that third party.

1.33. Fraud. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify Coinax Bermuda Support at: trust@Coinax.com so that we may consider what action to take, if any.

1.34. Taxes in relation to Digital Asset Transactions. The tax treatment of Digital Asset Transactions is uncertain, and it is your responsibility to determine what taxes, if any, arise from transactions using Coinax Bermuda Services under this Agreement. Users are solely responsible for reporting and paying any applicable taxes arising from transactions using Coinax Bermuda Services, and acknowledge that Coinax Bermuda does not provide investment, legal, or tax advice governing these transactions. You should conduct your own due diligence and consult your own tax advisors before making any decisions with respect to Digital Asset Transactions.

2. Spot Trading from your Derivatives Account / Portfolio

2.1 Overview. Where this functionality is made available to you, you may be able to initiate Derivatives-Account Spot Trades (the purchase or sale of one Supported Digital Asset for another asset or for fiat currency) from within your derivatives account or portfolio. This includes spot trades entered into to acquire, convert or realise assets used (or to be used) as collateral or Margin in connection with your Derivatives Brokerage Services or Settlement Service positions, as well as other spot trades you choose to make from that account or portfolio.

2.2. Who provides the spot service. Although a Derivatives-Account Spot Trade is initiated from within your derivatives account or portfolio, the spot trading service itself is not a derivatives service and is not provided by CBBM as part of the Derivatives Brokerage Services or Settlement Service. Each Derivatives-Account Spot Trade is provided to you by, and entered into with, your Spot Entity. Your Spot Entity is your Linked Coinax Entity acting in its capacity as the provider of spot trading services to you, and your Spot Terms form part of your Linked Account Terms. Where a Coinax Bermuda entity (CBSL or CBBM, as applicable) provides spot trading services to you, that entity is your Spot Entity in respect of those services. Your Spot Entity, the applicable Spot Terms, and the available Supported Digital Assets and trading pairs may vary by jurisdiction and client classification, and may change from time to time, in each case as determined by Coinax Bermuda and notified to, or made available to, you via the Coinax Bermuda Platform.

2.3. Role of Coinax Bermuda. In connection with a Derivatives-Account Spot Trade, CBBM and/or CBSL act only in the capacity described in this Agreement and in any applicable Spot Terms (which may include acting as custodian of the relevant Supported Digital Assets, as operator of the Coinax Bermuda Platform through which the trade is initiated, and/or as a provider of order-routing or technology services). Unless expressly stated in your Spot Terms, no Coinax Bermuda entity acts as your counterparty, broker, dealer or execution venue in respect of a Derivatives-Account Spot Trade, and the execution, settlement, booking and regulatory treatment of that trade are matters for your Spot Entity and the relevant execution venue.

2.4. Order routing and execution. You acknowledge and agree that a Derivatives-Account Spot Trade may be transmitted, routed and executed through the systems and infrastructure of one or more members of the Coinax Bermuda Group and/or third parties (which may include the Operator of the Deribit Exchange acting solely as a technology and connectivity provider, and the spot exchange operated by Coinax, Inc.), and that such routing does not make any such party your counterparty or the provider of the spot service to you, except as expressly set out in the applicable Spot Terms.

2.5. Custody, collateral and Margin. Supported Digital Assets resulting from, or applied to settle, a Derivatives-Account Spot Trade will be credited to or debited from your account or portfolio and held, transferred and (where applicable) applied as collateral or Margin in accordance with this Agreement, including Part A, Section 4 (Authorisation to Transfer Funds), Part A, Section 14 (Security Interest), Part B and the Deribit Rulebook. You authorise Coinax Bermuda to give effect to, and to make the transfers, debits, credits and book entries necessary or appropriate in connection with, each Derivatives-Account Spot Trade (including any conversion of collateral and any movement of assets between your derivatives account or portfolio and any spot account or your Linked Coinax Account, in either direction), without further authorisation, notice to or consent from you.

2.6. Fees. Fees, commissions, spreads and charges in respect of a Derivatives-Account Spot Trade may be charged by your Spot Entity, the Operator of the Deribit Exchange and/or the relevant execution venue and, where applicable, collected by or on behalf of any of them (including by or on behalf of Coinax Bermuda), in each case as set out in the applicable fee schedule published on the Coinax Bermuda Platform or in your Spot Terms. Part A, Section 5 (Fees, Taxes, Set-Off) applies to amounts owed to a Coinax Bermuda entity in connection with a Derivatives-Account Spot Trade.

2.7. Different protection regimes. Your Spot Terms form part of your Linked Account Terms, and the provisions of Part A, Section 4.4 (Different protection regimes) apply to Derivatives-Account Spot Trades and to any assets held with, or services provided by, your Spot Entity accordingly.

2.8. Eligibility and availability. Derivatives-Account Spot Trading is an Additional Service, is subject to the applicable Eligibility Criteria and to your having accepted the applicable Spot Terms, and may be added, varied, suspended, restricted or withdrawn (including in particular jurisdictions or for particular clients) at any time in accordance with this Agreement. Coinax Bermuda may decline to make Derivatives-Account Spot Trading available to you, or may require you to transact spot through a different account, surface or entity, where necessary to comply with applicable law or the requirements of your Spot Entity.

2.9. No liability for Spot Entity. Without prejudice to Part A, Section 8 (Liability) and Part A, Section 3.10 (No assumption of liability), no Coinax Bermuda entity is responsible or liable for any act, omission, default or insolvency of your Spot Entity or any execution venue in respect of a Derivatives-Account Spot Trade, or under your Spot Terms, save in the case of that Coinax Bermuda entity’s own fraud, gross negligence or wilful default in respect of the role it actually performs.

3. Custody Services

3.1 Application; Defined Terms. This Part C, Section 3 sets out the terms on which Coinax Bermuda provides custody services to you in respect of Supported Digital Assets and other assets that you transfer to, or that are credited to, your Coinax Bermuda Account (together, the “Custodied Assets“, and the services described in this Part C, Section 3, the “Custody Services“). The Custody Services are separate from, but may be used in connection with, the Derivatives Brokerage Services, the Settlement Service and the other Digital Asset Services. Where you also use the Derivatives Brokerage Services or the Settlement Service, the additional provisions in Part B, Section 10 (Additional Security Provisions in relation to the Derivatives Brokerage Services), Part B, Section 13 (Settlement Service) and Part A, Section 14 (Security Interest) apply.

3.2. Appointment of Coinax Bermuda as Custodian. You hereby appoint Coinax Bermuda as custodian of the Custodied Assets, and Coinax Bermuda accepts that appointment, on the terms of this Agreement. Coinax Bermuda holds the Custodied Assets on your behalf as custodian and not as principal, save to the extent expressly stated otherwise in this Agreement (including in respect of the Security Interest under Part A, Section 14).

3.3. Account Access; Security. Your access to your Coinax Bermuda Account and your Digital Asset Wallet is subject to the eligibility, registration, authentication and security requirements set out in this Agreement (including Part A, Sections 3 (Account setup) and 13 (Security)). You are responsible for protecting your credentials and for all activity that occurs under your Coinax Bermuda Account.

3.4. Wallet Infrastructure; Use of Affiliates and Service Providers. You acknowledge and agree that Coinax Bermuda does not operate its own wallet infrastructure and instead leverages the wallet infrastructure of other members of the Coinax Bermuda Group (and may use third-party service providers) to operate the on-chain components of the Custody Services in accordance with Part A, Section 1.5 (Use of Affiliates and Third Party Service Providers). Coinax Bermuda remains the legal custodian of the Custodied Assets and is responsible to you for the performance of the Custody Services in accordance with this Agreement.

3.5. Digital Asset Title. All Supported Digital Assets held in your Digital Asset Wallet are assets held by the Coinax Bermuda Group for your benefit as described below. 

(A) Custodied Assets are held by Coinax Bermuda (and, where applicable, members of the Coinax Bermuda Group acting under a custody operations or wallet-infrastructure arrangement) on your behalf. You transfer legal title in the relevant Digital Asset to Coinax Bermuda (or, where applicable, the relevant Coinax Bermuda Group entity holding such Digital Assets on Coinax Bermuda’s behalf), but the beneficial ownership of the Custodied Assets remains with you at all times, except as provided this Agreement (including in respect of the Security Interest under Part A, Section 14 and any allocation of Custodied Assets as Deribit Collateral, Settlement Service Collateral or other Designated Sub-Pool). 

(B) As the beneficial owner of Custodied Assets, you shall bear all risk of loss of such Custodied Assets. No company within the Coinax Bermuda Group shall have any liability for fluctuations in the fiat currency value of the Custodied Assets.

(C) Except as required by a facially valid court order, or except as expressly permitted under this Agreement (including the Security Interest, set-off, fees and Custodied Assets being applied as Margin, Deribit Collateral or Settlement Service Collateral), Coinax Bermuda will not sell, pledge, grant security in, transfer, loan, hypothecate, or otherwise alienate Custodied Assets without your instructions or unless required to do so by applicable law. You hereby instruct Coinax Bermuda to effectuate Coinax Supported Migrations of Supported Digital Assets you may hold, on your behalf, at such time that Coinax Bermuda solely determines it is appropriate to do so.

(D) Subject to outages, downtime, the Security Interest, applicable Margin Requirements, encumbrances over Designated Sub-Pools and other applicable policies, you may at any time withdraw your Custodied Assets by sending them to a different blockchain address controlled by you, in accordance with the terms of this Agreement.

3.6. Segregation; Omnibus Pools. In order to more securely hold Custodied Assets, the Coinax Bermuda Group may use shared (omnibus) blockchain addresses controlled by a member of the Coinax Bermuda Group to hold Custodied Assets. Your Custodied Assets will be:

(A) segregated from Coinax Bermuda’s and the Coinax Bermuda Group’s own Digital Assets and funds by way of separate ledger accounting entries on the books of the Coinax Bermuda Group; and

(B) where applicable, identified on the Coinax Bermuda Group’s books, and at any account maintained on the books of the Operator of the Deribit Exchange (or any other relevant execution venue or third-party custodian) used in connection with the Settlement Service, the Derivatives Brokerage Services or any other Coinax Bermuda Service, as client digital assets (or by such other designation indicating that the assets are held for clients and segregated from proprietary assets) as may be required or permitted by the relevant venue, custodian or their respective regulators from time to time.

Coinax Bermuda is under no obligation to use different blockchain addresses to store Custodied Assets owned by different customers, save as required by applicable law.

3.7. Instructions from you.

(A) Coinax Bermuda will act on instructions properly given by you (or by an Authorised User) through the Coinax Bermuda Platform in respect of your Custodied Assets, including instructions to deposit, withdraw, transfer, designate, allocate or apply Custodied Assets, in each case subject to this Agreement.

(B) Coinax Bermuda may decline, delay or reverse any instruction in accordance with this Agreement (including Part A, Sections 6 (Suspension, Termination, Events of Default), 11 (Security) and 12 (Security Interest), and Part C, Section 1.20 (Refusal to Process)).

(C) You are solely responsible for the accuracy and completeness of any instruction. Coinax Bermuda is entitled to assume the authenticity of any instruction received through your Coinax Bermuda Account and is under no obligation to verify it, but reserves the right to seek confirmation in accordance with Part B, Section 4.6(C) (Your responsibility for Orders submitted via your Account).

3.8. Designation/delegation of Custodied Assets to support trading.

(A) Where you use the Derivatives Brokerage Services or the Settlement Service, you may designate (or be deemed under this Agreement to designate) all or part of your Custodied Assets as Margin and/or as Deribit Collateral or Settlement Service Collateral.

(B) Such designation shall:

(1) be reflected on the books of your Coinax Bermuda Account;

(2) be notified to, and (in the case of the Settlement Service) instructed in respect of, the Operator of the Deribit Exchange in accordance with the operational arrangements between CBBM and the Operator notified to you via the Coinax Bermuda Platform;

(3) result in such Custodied Assets becoming part of the relevant Designated Sub-Pool under Part A, Section 14 (Security Interest); and

(4) restrict your ability to withdraw or otherwise deal with such Custodied Assets to the extent that they are required to satisfy applicable Margin Requirements or other Secured Obligations.

3.9. Settlement of trading-related cash flows. CBBM will, in accordance with Part B, Section 7.6 (Settlement) (in respect of the Derivatives Brokerage Services) and Part B, Section 13 (Settlement Service) (in respect of the Settlement Service), reflect in your Coinax Bermuda Account the daily and event-driven settlement of cash flows between you and the Operator of the Deribit Exchange, by way of book-entry between your account and the Operator settlement account on the Coinax Bermuda Platform. No on-chain movement of Custodied Assets is required to give effect to such settlement.

3.10. Margin Requirements. Margin Requirements applicable to your Derivative Contracts and Direct Exchange Trades are determined by the Operator of the Deribit Exchange in accordance with the Deribit Rulebook and notified to you via the Coinax Bermuda Platform. CBBM is entitled and instructed to apply, lock, release or transfer Custodied Assets to and from your Coinax Bermuda Account to give effect to such Margin Requirements (including any Margin call, top-up, lock or release notified by the Operator of the Deribit Exchange). You remain responsible at all times for ensuring that you maintain sufficient Custodied Assets to meet applicable Margin Requirements.

3.11. Security over Custodied Assets; first-priority security in favour of the Operator of the Deribit Exchange.

(A) The Custodied Assets are subject to the Security Interest granted by you under Part A, Section 14 (Security Interest).

(B) Such Custodied Assets as we (or, in the case of the Settlement Service, the Operator of the Deribit Exchange) notify you (including via the Coinax Bermuda Platform) are allocated as Deribit Collateral or Settlement Service Collateral shall constitute a Designated Sub-Pool, and the Operator of the Deribit Exchange shall have first-priority recourse to such Designated Sub-Pool in respect of the Deribit Secured Obligations and Settlement Service Secured Obligations, ahead of any other Secured Party (including Coinax Bermuda in respect of any other Secured Obligations), in accordance with Part A, Section 14.5 (Designated Sub-Pools and Priority).

(C) CBBM holds the benefit of the Security Interest, and any proceeds of enforcement of such Designated Sub-Pool, on trust for the Operator of the Deribit Exchange as Security Trustee, in accordance with Part B, Section 10 (Additional Security Provisions in relation to the Derivatives Brokerage Services), which shall apply mutatis mutandis to the Settlement Service.

3.12. Withdrawals from Custody. You may at any time request to withdraw Custodied Assets from your Coinax Bermuda Account, subject to:

(A) the Security Interest, applicable Margin Requirements, encumbrances over Designated Sub-Pools and any instructions or restrictions notified to CBBM by the Operator of the Deribit Exchange in connection with the Derivatives Brokerage Services or the Settlement Service;

(B) the operational, security and risk-management policies of Coinax Bermuda and the Coinax Bermuda Group from time to time (including transaction limits, address-book and Travel Rule requirements); and

(C) applicable law and regulation.

3.13. Coinax Bermuda may decline, delay, partially execute or impose conditions on any withdrawal request to the extent necessary to comply with this Part C, Section 3 or with any other provision of this Agreement.

3.14. Records; statements. Coinax Bermuda will maintain books and records in respect of the Custodied Assets in accordance with applicable law and its internal policies, and will make available to you, via the Coinax Bermuda Platform, balance and transaction information in relation to your Custodied Assets.

3.15. Loss of access to Custodied Assets. Coinax Bermuda is under no obligation to issue any replacement Digital Asset in the event that any Digital Asset, password or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible, save where the loss results directly from Coinax Bermuda’s gross negligence, wilful default or fraud.

3.16. Your indemnity to Coinax Bermuda in respect of the Custody Services. Without prejudice to Part A, Section 8.2 (Indemnification), you agree to indemnify Coinax Bermuda and the Coinax Bermuda Group against any costs (including legal fees and any fines, fees or penalties imposed by any regulatory authority) reasonably incurred in connection with any claims, demands or damages arising out of or related to (i) your breach of this Part C, Section 3 or any other custody-related provision of this Agreement; (ii) any inaccurate, incomplete or unauthorised instruction in respect of the Custodied Assets given by you or under your Coinax Bermuda Account; or (iii) any tax, regulatory or other claim by a third party in respect of the Custodied Assets that is not directly attributable to Coinax Bermuda’s gross negligence, wilful default or fraud.

3.17. Bankruptcy remoteness; treatment of Custodied Assets on Coinax Bermuda’s insolvency.

(A) Beneficial ownership; off-balance-sheet treatment. Coinax Bermuda holds the Custodied Assets on your behalf as custodian and not as principal (save to the extent expressly stated otherwise in this Agreement, including in respect of the Security Interest under Part A, Section 14). Beneficial ownership of the Custodied Assets remains with you at all times. The Custodied Assets are intended to be held off Coinax Bermuda’s balance sheet, segregated from Coinax Bermuda’s own assets, and:

(1) shall not be commingled with Coinax Bermuda’s own Digital Assets, fiat currency or other property, save (i) to the extent expressly permitted under this Agreement (including by way of holding in omnibus or shared blockchain addresses under Part C, Section 3.6) or (ii) as required by applicable law; and

(2) shall not be used by Coinax Bermuda for its own account, including for proprietary trading, lending, rehypothecation, hedging or financing, save in each case as expressly permitted under this Agreement (including in respect of the Security Interest and any application of Custodied Assets as Margin, Deribit Collateral, Settlement Service Collateral or part of any Designated Sub-Pool) or as required by applicable law.

(B) Insolvency of Coinax Bermuda. It is intended that, in the event of the insolvency, bankruptcy, administration, receivership, liquidation, dissolution or analogous proceeding affecting Coinax Bermuda (an “Insolvency Event“):

(1) the Custodied Assets shall not form part of the general estate of Coinax Bermuda available for distribution to its general creditors;

(2) the Custodied Assets shall be held for the benefit of, and shall be returnable to, the clients beneficially entitled to them (subject to the Security Interest, applicable Margin Requirements, encumbrances over Designated Sub-Pools, and any other rights of any Secured Party (including the Operator of the Deribit Exchange) under or in connection with this Agreement); and

(3) the records maintained by Coinax Bermuda and the Coinax Bermuda Group under Part C, Section 3.6 (Segregation; Omnibus Pools) and Part C, Section 3.14 (Records; statements) are intended to evidence each client’s beneficial entitlement to the Custodied Assets for the purposes of any Insolvency Event.

(C) Residual insolvency risks. Notwithstanding paragraph (B), you acknowledge and agree that:

(1) the precise treatment of the Custodied Assets in any Insolvency Event will ultimately be determined by the applicable insolvency, bankruptcy, property, trust and other laws (including Bermuda law and any other applicable law) and by any court, regulator, liquidator, administrator, receiver or other officer having jurisdiction at the relevant time;

(2) such laws and determinations may differ from, override or qualify the position described in paragraph (B), including in relation to the characterisation, segregation, recovery, priority, allocation, valuation, conversion or distribution of the Custodied Assets;

(3) there is no guarantee that you will recover all (or any) of the Custodied Assets beneficially owned by you, or that you will recover them in the same Supported Digital Asset, fiat currency, denomination, form, location or timeframe;

(4) recovery may be delayed, restricted, partial or in a different form (including a money or in-kind claim against the estate of Coinax Bermuda) as a result of legal, regulatory, operational, technological or other factors, including (without limitation) any shortfall in an omnibus or shared blockchain address, any failure or insolvency of a sub-custodian, wallet-infrastructure provider, blockchain network or other third party, and any enforcement of the Security Interest or any Designated Sub-Pool; and

(5) Coinax Bermuda makes no representation, warranty or guarantee as to the outcome of any Insolvency Event in respect of the Custodied Assets, and the protections in this Section 2.17 are statements of intent and shall not give rise to any additional payment, restitution or compensation obligation on the part of Coinax Bermuda beyond those expressly set out in this Agreement.

(D) No effect on Security Interest. Nothing in this Section 2.17 shall limit, qualify or otherwise affect:

(1) the Security Interest granted by you under Part A, Section 14 (Security Interest), or any Product Security Terms or Designated Sub-Pool established thereunder;

(2) the first-priority recourse of the Operator of the Deribit Exchange to any Designated Sub-Pool comprising Deribit Collateral or Settlement Service Collateral, in accordance with Part A, Section 14.5 (Designated Sub-Pools and Priority), Part B, Section 10 (Additional Security Provisions in relation to the Derivatives Brokerage Services) and Part B, Section 13 (Settlement Service); or

(3) any set-off, lien, combination of accounts, netting or other right available to Coinax Bermuda, any Coinax Bermuda Group entity or any Secured Party under this Agreement or applicable law.

4. Advanced Trading

4.1 General. Coinax Bermuda offers, and eligible users may access an order book for Supported Digital Assets and central bank issued currency trading pairs (each an “Order Book”) (and, where applicable, the Derivatives Brokerage Services described in Part B, via the Coinax Bermuda Platform (the “Advanced Trading” interface). The provisions of this Part C, Section ‎4 (Advanced Trading) apply to your use of Advanced Trading in addition to the other applicable provisions of this Agreement, including without limitation the releases, indemnities, disclaimers, limitations of liability, prohibited use, dispute resolution, and cancellation policies set forth in this Agreement. Eligibility for Advanced Trading will be determined by Coinax Bermuda in its sole discretion and may depend on your client classification, account type, jurisdiction, or other criteria. Please refer to your Coinax Bermuda Account to determine whether Advanced Trading is available to you.

4.2. Order Books. Advanced Trading offers an Order Book for various Supported Digital Assets and central bank issued currency trading pairs. Where you access the Derivatives Brokerage Services via Advanced Trading, the products, features, and order types available to you may differ and will be as set out on the Deribit Exchange Website and, where applicable, the Deribit Rulebook (subject to Part B, Section 4.2 (Execution of Orders on the Deribit Exchange)). Please refer to your Coinax Bermuda Account and the Advanced Trading interface to determine which Order Books and products are available to you.

4.3. Trading Account. Your use of Advanced Trading is supported through your Coinax Bermuda Account and consists of the following:

(A) a dedicated Digital Asset Wallet for each Supported Digital Asset offered via Advanced Trading; and

(B) associated user tools, accessible from the Coinax Bermuda Platform (including, where available, at https://www.Coinax.com/advanced-trade) and through the Coinax Bermuda API.

4.4. Trading Account Use. Where you are an entity, you shall ensure that each Authorised User complies with the terms of this Part C, Section 4, the applicable Trading Rules and the Deribit Rulebook (as applicable) You understand and agree that you are responsible for any and all orders, trades, and other instructions entered into via Advanced Trading including identifiers, permissions, passwords, and security codes associated with your Coinax Bermuda Account.

4.5. Deposits. You may fund trading on Advanced Trading by depositing Supported Digital Assets into your Coinax Bermuda Account from a linked bank account, from another Coinax Bermuda Account product, or from an external Digital Asset address, in each case where such funding methods are supported. The Supported Digital Asset deposited for use with Advanced Trading can be used only to buy and sell Supported Digital Assets (or applicable fiat pairs) using Advanced Trading.

4.6. Withdrawals. You may withdraw Supported Digital Assets by transferring them from your Coinax Bermuda Account to an external Digital Asset address. Where supported, you may withdraw central bank issued currency from your Coinax Bermuda Account to a linked bank account.

4.7. ALL DEPOSITS AND WITHDRAWALS MAY BE SUBJECT TO LIMITS. ALL LIMITS WILL BE DISPLAYED IN YOUR Coinax BERMUDA ACCOUNT.

4.8. Withdrawal Fees. Coinax Bermuda may also charge a fee on certain central bank issued currency deposit or withdrawal methods (e.g. bank wire). All such fees will be clearly displayed in your Coinax Bermuda Account and/or in the applicable help or fee pages.

4.9. Trading Rules and Trading Fees.

(A) Trading Rules. By accessing Advanced Trading via the Site or the Coinax Bermuda API (where eligible), you accept and agree to be bound by the Coinax Markets Trading Rules set out at https://www.Coinax.com/legal/trading_rules (the “Trading Rules”). Where you access the Derivatives Brokerage Services via Advanced Trading, the Deribit Rulebook shall also apply.

(B) Trading Fees. By placing an Order using Advanced Trading, you agree to pay all applicable fees and you authorise Coinax Bermuda to automatically deduct fees directly from your Coinax Bermuda Account. Trading fees are set forth in the Trading Rules and in the fee schedules referenced in the Trading Rules (including, where applicable, https://www.Coinax.com/advanced-fees and https://exchange.Coinax.com/fees). 

(C) Trading Account Use. By using Advanced Trading you agree and represent that you will use Advanced Trading only for yourself as the account owner, or, where Part A, Section ‎1.3 (Corporate Clients) applies, as an Authorised User on behalf of the entity that has entered into this Agreement, and not on behalf of any third party, unless you have obtained prior approval from Coinax Bermuda. You may not sell, lease, furnish or otherwise permit or provide access to your trading access credentials or any trading account functionality to any other entity or to any individual that is not your employee or agent. Where you are an entity, you accept full responsibility for your employees’ or agents’ use of Advanced Trading, whether such use is directly through Coinax.com or by other means, such as those facilitated through API keys, and/or applications which you may authorise. You understand and agree that you are responsible for any and all orders, trades, and other instructions entered into Advanced Trading including identifiers, permissions, passwords, and security codes associated with your Coinax Bermuda Account.

(D) Suspension and Cancellation. We may suspend your ability to access Advanced Trading or one or more Order Books in accordance with the suspension and termination provisions set out in this Agreement. Suspension or termination of your access to Advanced Trading shall not affect the payment of fees or other amounts you owe to Coinax Bermuda, or the Operator of the Deribit Exchange (as applicable). In the event that your Coinax Bermuda Account is suspended or terminated, we will immediately cancel all open orders associated with your Coinax Bermuda Account, block all withdrawals and bar the placing of further orders until resolution or account cancellation.

(E) No Warranty. We do not represent that Advanced Trading and/or its constituent trading interfaces, APIs, and related services, will be available without interruption. Although we will strive to provide you with continuous operations, we do not guarantee continuous access or that there will be no delays, failures, errors, omissions or loss of transmitted information, nor do we guarantee that any order will be executed, accepted, recorded, or remain open. Coinax Bermuda reserves the right to cancel any open trades and/or suspend Advanced Trading activity in accordance with the Trading Rules, Deribit Rulebook and this Agreement.

(F) Debts. In the event that there are outstanding amounts owed to us or the Operator of the Deribit Exchange, including in your (standard) Coinax Bermuda Account, Coinax Bermuda reserves the right to debit any balances held for use with Advanced Trading accordingly and/or to withhold amounts from funds you may transfer between different parts of your Coinax Bermuda Account.

Part D: Country Specific Terms

Annex 1 – Luxembourg Security

This annex (the “Annex”) is entered into between you (the “Pledgor”) and CBBM acting both in its own name and as security agent for the accounts of the Secured Parties, as pledgee (the “Pledgee”) as an annex to the Coinax User Agreement entered into between you, CBBM and CBSL, and takes effect from the date you agreed to that Agreement. It applies to you if you use the Derivatives Brokerage Services and custody your assets with Coinax Luxembourg S.A. 

This Annex therefore will generally apply to any and all users of the Derivatives Brokerage Services that reside in the European Economic Area.

BACKGROUND:

(A) The Pledgor is a user of the Derivatives Brokerage Services and has agreed to the terms of the Coinax User Agreement entered into by and between, amongst others, the Pledgor and CBBM (the “Agreement”) to which this Annex is attached. 

(B) In entering into Derivatives Contracts, CBBM acts as the Pledgor’s broker on the Deribit Exchange as described in Part A and Part B of the Agreement.

(C) The Pledgor also has a separate custodial relationship with the Custodian, through which the Custodian provides custody and administration services to the Pledgor to hold the Pledgor’s Digital Assets in custody. 

(D) By having a custodial relationship with the Custodian, the Pledgor agrees that the terms of this Annex shall apply to it in respect of the creation, perfection and enforcement of security over the Derivatives Account and the Pledged Assets and, solely to that extent, shall take precedence over the provisions of Section 10, Part B of the Agreement. 

(E) Accordingly, by entering into the Agreement, the Pledgor agrees to the terms of this Annex and hereby grants a Luxembourg law governed first ranking pledge (gage de premier rang) over the Pledged Assets in favour of CBBM both in its name and for the accounts for the Secured Parties, in respect of the Deribit Secured Obligations.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATIONS

1.1 Definitions. In this Annex, unless a contrary indication appears, terms used in the Agreement and the Custody Agreement have the same meaning and construction and:

“Derivatives Account” means the Coinax derivatives trading account with CBBM opened in the name of the Pledgor and used to send, receive and record Digital Assets held as your collateral balance for the purposes of entering into derivatives transactions facilitated by CBBM. 

“Custodian” means Coinax Luxembourg S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 58 Boulevard Grande-Duchesse Charlotte, L-1330 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés, Luxembourg) under the number B 292147. The Custodian is authorised as a crypto-asset service provider by the Luxembourg Commission de Surveillance du Secteur Financier, license number N00000004. 

“Custody Agreement” means the Coinax User Agreement entered into by and between the Custodian and the Pledgor, under which the Custodian provides to the Pledgor the Derivatives Account.

“Enforcement Event” means (i) the occurrence of an Event of Default; and/or (ii) the Pledgee’s receipt of notice from the Deribit Exchange by any means, including via automated electronic systems, that an event of default, termination event or similar event has occurred and is continuing under any agreement or arrangement between the Pledgor and the Deribit Exchange in connection with Derivative Contracts executed or cleared via the Derivatives Brokerage Services.

“Law on Financial Collateral Arrangements” means the Luxembourg law of 5 August 2005 on financial collateral arrangements, as amended.

“Pledge” means the first ranking pledge granted by the Pledgor to the Pledgee in the Pledged Assets and created pursuant to Clause ‎3.1 (Creation of the Pledge) below.

“Pledged Assets” means all the present and future assets, rights, claims and distributions the Pledgor has or will have in relation to the Derivatives Account and any Crypto Asset Wallet in which Digital Assets recorded in the Derivatives Account are held by the Custodian, including, for the avoidance of doubt, Digital Assets, securities, cash and other rights and the property held therein or credited thereto and the proceeds and products thereof and property received, receivable or otherwise distributed in respect of the Derivatives Account and the property held therein and any assets from time to time subject, or expressed to be subject, to the Pledge created or expressed to be created by or pursuant to this Annex or any part of those assets. 

“Secured Parties” means CBBM and Deribit FZE.

“Winding-Up” means winding up, amalgamation, reconstruction, administration, provisional administration, insolvency, bankruptcy, dissolution, liquidation, moratorium, merger, demerger or consolidation or any analogous procedure or step in any jurisdiction.

2. PLEDGED ASSETS ARRANGEMENTS

2.1 The Pledgor agrees that, notwithstanding the terms of Part B of the Agreement, the Pledgor’s collateral to support Deribit Secured Obligations shall be those assets held within the Derivatives Account provided to the Pledgor by the Custodian. 

2.2 In relation to that Crypto Asset Custody Service, in the event of any dispute or other issue relating to the custody of the Pledged Assets, the Pledgor agrees that such disputes or issues shall be governed by the provisions of the Custody Agreement and this Annex and not, for the avoidance of doubt, the Agreement. CBBM shall have no responsibility or obligation with respect to custody of the Pledged Assets; the Pledgor agrees that the Custodian shall be fully responsible for the same, under the Custody Agreement

The Pledgor acknowledges that the creation of the Pledge requires the prior written approval of the Custodian pursuant to Section 14.16 of the Custody Agreement. The Pledgee confirms that it has obtained such approval from the Custodian. By entering into this Annex, the Pledgor is entitled to rely on the confirmation in the present clause and the creation of the Pledge shall not constitute a breach by the Pledgor of Section 14.16 of the Custody Agreement.

3. PLEDGE

3.1 Creation of the Pledge

(A) As security for the full payment of the Deribit Secured Obligations, when due, the Pledgor hereby pledges to the Pledgee acting in its name and for the accounts of the Secured Parties, all the Pledged Assets and hereby grants to the Pledgee a first ranking pledge (gage de premier rang) over the Pledged Assets.

(B) The Pledgee accepts and acknowledges the Pledge.

3.2 Perfection of the Pledge

(A) For the perfection of the Pledge, for the purposes of Article 5 of the Law on Financial Collateral Arrangements, the Pledgor or the Pledgee shall, on the date of execution of this Agreement, send to the Custodian a notice of pledge pursuant to which (i) it notifies the Pledge to the Custodian and (ii) it instructs the Custodian to act on the Pledgee’s instructions in relation to the Pledged Assets upon the occurrence of an Enforcement Event (the “Notice of Pledge”). 

(B) The Pledgor hereby appoints the Pledgee to be its attorney with the full power and authority of the Pledgor to execute the Notice of Pledge and deliver the Notice of Pledge to the Custodian. 

(C) The Pledgor and the Pledgee shall procure that the Custodian returns to the Pledgor and the Pledgee, within 1 (one) Business Day from the date of the execution of this Agreement, an acceptance and acknowledgement to the Notice of Pledge, in a form acceptable to the Pledgee, pursuant to which (i) it accepts and acknowledges the Pledge, (ii) it undertakes, upon the occurrence of an Enforcement Event, to comply with the instructions of the Pledgee in respect of the Pledged Assets and no longer comply with the instructions of the Pledgor and (iii) it waives, for the benefit of the Pledgee, any present and future security interest in its favour over the Pledged Assets, and any present and future right of set-off, right of combination of accounts or right of retention against the Pledgor and warrants that it has not previously received any notice of, or acknowledged or accepted, any security interest in respect of the Pledged Assets. 

(D) The Pledgor undertakes to protect the Pledge, at its own costs and expenses, by the fulfilment of any further or additional requirement under any applicable law (if any).

3.3 Liability of the Pledgee

The Pledgee shall not, by virtue of acting in the capacity described in this clause 3.3, assume any additional obligation or liability to the Pledgor in respect of the Deribit Secured Obligations beyond those expressly set out in this Annex and the Agreement.

4. RESTRICTIONS AND FURTHER ASSURANCES

4.1 Security

The Pledgor shall not create or permit to subsist any other security over the Pledged Assets, except as permitted by the Agreement or with the Pledgee’s prior written consent.

4.2. Disposal

Except as expressly allowed under the Agreement or with the Pledgee’s prior written consent, the Pledgor must not, nor shall the Pledgor agree to, enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of the Pledged Assets.

4.3. Further assurance

(A) The Pledgor must promptly, at its own expense, take whatever action the Pledgee may reasonably require for:

(1) creating, perfecting or protecting any security over the Pledged Assets; or

(2) following an Enforcement Event, facilitating the realisation of the Pledged Assets, or the exercise of any right, power or discretion exercisable, by the Pledgee or any of its delegates or sub-delegates in respect of the Pledged Assets.

(B) The action that may be required under paragraph ‎(A) above includes:

(1) the execution of any mortgage, charge, transfer, conveyance, assignment or assurance of any asset, whether to the Pledgee or to its nominees; or

(2) the giving of any notice, order or direction and the making of any filing or registration,

which, in any such case, the Pledgee may consider necessary.

5. OPERATION OF THE DERIVATIVES ACCOUNT

5.1 Until the occurrence of an Enforcement Event, subject to any restrictions contained in the Agreement or placed on the Derivatives Account by the Custodian at the direction of the Pledgee to support any open Derivative Contract(s), the Pledgor shall be authorised to operate the Derivatives Account and exercise or direct the exercise of all its rights in relation thereto in a manner which would not adversely affect the legality, validity, enforceability or the value of the Pledge, the rights or interests of the Pledgee or cause an Enforcement Event to occur.

5.2 At any time upon and after the occurrence of an Enforcement Event, the Pledgee may notify the Pledgor and the Custodian of the occurrence of an Enforcement Event by serving a blocking request in order to block the Derivatives Account. Following the delivery of such blocking request, only the Pledgee or a third party appointed by it shall have all powers to give instructions to the Custodian in relation to the Derivatives Account.

6. REPRESENTATIONS AND WARRANTIES

6.1 Governing law and enforcement

The Pledgor agrees that:

(A) the choice of the governing law of this Annex will be recognised and enforced in the Grand-Duchy of Luxembourg; and

(B) any judgment obtained in relation to this Annex in the jurisdiction of the governing law of this Annex will be recognised and enforced in the Grand-Duchy of Luxembourg.

6.2 Pari passu ranking

The Pledgor’s payment obligations in respect of the Deribit Secured Obligations under this Annex rank and will rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

6.3 No proceedings

(A) No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, are reasonably likely to have a material adverse effect have (to the best of its knowledge and belief (having made due and careful enquiry)) been started or threatened in writing against it.

(B) No judgment or order of a court, arbitral body or agency which is reasonably likely to have a material adverse effect has (to the best of its knowledge and belief (having made due and careful enquiry)) been made against it.

6.4 Ownership 

The Pledgor is, and will remain, the sole and absolute owner of the Pledged Assets, and it has neither transferred, nor assigned, disposed of or sold or created any encumbrance or security interest over the Pledged Assets (or any part of them) except for the Pledge created by this Annex and any other security interest permitted by the Agreement.

6.5 The Pledged Assets

(A) There is no restriction on the transfer of the Pledged Assets by the Pledgor.

(B) There is no restriction on the creation of the Pledge or the enforcement thereof.

6.6 Valid Pledge

(A) The Pledge after the perfection thereof pursuant to Clause ‎3.2 (Perfection of the Pledge) creates a valid first ranking pledge (gage de premier rang) over the Pledged Assets in favour of the Pledgee in respect of the Deribit Secured Obligations. 

(B) Save for any statutory liens mandatorily preferred by law and any other security interest permitted by the Agreement, the Pledged Assets are not subject to any prior encumbrance and to no prior agreement purporting to grant any third party an encumbrance over the Pledged Assets.

7. COVENANTS

7.1 The Pledgor covenants to the Pledgee that any future Derivatives Account held with the Custodian will be subject to the Pledge and the notification requirements set out in Clause 3.2 (Perfection of the Pledge) or will otherwise be subject to a pledge on the same terms and rank as set out in this Annex.

7.2 The Pledgor agrees that it shall not do, or permit to be done, anything which could prejudice the security constituted or expressed to be constituted by this Annex or adversely affect the Pledged Assets without the prior written consent of the Pledgee.

8. ENFORCEMENT

8.1 Realisation of the Pledged Assets

Upon the occurrence of an Enforcement Event, the Pledgee, without any demand, advertisement or notice of any kind, may realise the Pledged Assets or any part thereof, in accordance with applicable provisions of Luxembourg law, with the right for the Pledgee:

(A) to appropriate any of the Pledged Assets (by way of instruction to the Custodian to transfer the Pledged Assets to the Pledgee) at the fair market value thereof determined by an independent auditor (réviseur d’entreprises agréé) acting in good faith and appointed by the Pledgee whose determinations and valuations shall be binding (save in case of manifest error). For the avoidance of doubt, the valuation can be made before or after the date of appropriation in which case the fair market value of the Pledged Assets will be valued as at the date of the appropriation. The Pledgee may elect, in its sole discretion, to appoint or nominate another person to which the right to appropriate the Pledged Assets shall be transferred in lieu of the Pledgee, it being understood that such appointment or nomination shall not affect the Pledgee’s rights and obligations against the Pledgor;

(B) to sell or cause the sale of any Pledged Assets: (i) by private agreement at normal commercial conditions; (ii) on a trading venue on which they are admitted to trading; or (iii) by public auction held by a public officer designated by the Pledgee; 

(C) in respect of any Pledged Assets consisting of claims for sums of money, to require the Custodian to make payment of the amount due by the Custodian directly to it, upon maturity of the Custodian’s debt and to require the Custodian to close the Derivatives Account;

(D) to apply to court to be granted the right to appropriate the Pledged Assets at a price to be determined by a court-appointed expert; and

(E) To take advantage of any other realisation or enforcement method permissible under applicable law.

8.2 Notification to the Custodian of an Enforcement Event

At any time when an Enforcement Event occurs, the Pledgee may (without any obligation) notify the Custodian that the Pledgor may no longer dispose of the Pledged Assets and the Derivatives Account.

8.3 Limitation on realisation

The Pledgee shall realise the Pledged Assets only to the extent necessary to recover the Deribit Secured Obligations that are due and owing. Notwithstanding the reasonable efforts of the Pledgee to comply with the provisions of the first sentence of this paragraph, to the extent that the proceeds received by the Pledgee in respect of any realisation of all or any part of the Pledged Assets exceed the amount of the Deribit Secured Obligations due and owing at that time, such excess proceeds shall be held by the Pledgee as collateral for the Deribit Secured Obligations that would become due in the future, if any. Once all Deribit Secured Obligations have been irrevocably and unconditionally paid in full and the Derivative Contracts which may give rise to the Deribit Secured Obligations have terminated, any excess proceeds will be promptly returned to the Pledgor.

9. ORDER OF DISTRIBUTIONS

All amounts from time to time received or recovered by the Pledgee pursuant to the terms of this Annex or in connection with the realisation or enforcement of all or part of the Pledged Assets, including where the Deribit Secured Obligations are not due at the time such amount is received or recovered, will be held by the Pledgee and applied in the following order (but without prejudice to any mandatory provisions of applicable law):

(A) firstly, in or towards payment and discharge of the Deribit Secured Obligations;

(B) secondly, in or towards payment of all costs, charges and expenses properly incurred by or on behalf of the Pledgee in connection with the preservation, enforcement or realisation of the Pledge and the Pledged Assets; and

(C) thirdly, any surplus will be promptly returned to the Pledgor once all Deribit Secured Obligations have been irrevocably and unconditionally paid and discharged in full. 

10. LIABILITY OF THE PLEDGEE

The Pledgee shall not be liable to the Pledgor or any other person for any costs, losses, liabilities or reasonable expenses relating to the realisation of the Pledged Assets in accordance with this Annex or from any act of the Pledgee or its officers, employees or agents in relation to the Pledged Assets in accordance with this Annex, except to the extent caused by its or his own gross negligence (faute lourde) or wilful misconduct (faute intentionnelle).

11. POWER OF ATTORNEY

11.1 Appointment

The Pledgor appoints the Pledgee and any of its respective delegates or sub-delegates to be its attorney with the full power and authority of the Pledgor to execute, deliver and perfect all deeds, instruments and other documents in its name and otherwise on its behalf and to do or cause to be done all acts and things, in each case which may be required or which any attorney may in its absolute discretion deem necessary for carrying out any obligation of the Pledgor under or pursuant to this Annex or the Agreement or generally for enabling the Pledgee to exercise the respective powers conferred on it under this Annex or the Agreement or by law.

Such appointment will only take effect upon the occurrence of an Enforcement Event.

The Pledgor acknowledges that this power of attorney is granted in the common interest of the parties hereto in order to allow for a proper administration and realisation of the Pledged Assets and that it thus constitutes a mandat d’intérêt commun.

For the avoidance of doubt, the Pledgor and the Pledgee hereby agree that the powers of attorney granted under this Clause ‎11 (Power of Attorney) shall survive in case of any Winding-Up in relation to the Pledgor, to the furthest extent permitted by applicable law.

11.2 Ratification

The Pledgor ratifies and confirms and agrees to ratify and confirm whatever any attorney does or purports to do under its appointment under Clause 11.1 (Appointment), provided that any such action is solely for the purposes expressly set out in Clause ‎11.1 (Appointment), except in case of gross negligence (faute lourde) or wilful misconduct (faute intentionnelle) on the part of such attorney.

12. EFFECTIVENESS OF THE PLEDGE

12.1 Continuing Security

Subject to Clause 13 (Discharge of Pledge), the Pledge is a continuing security and will extend to the ultimate balance of the Deribit Secured Obligations, regardless of any intermediate payment or discharge in whole or in part. No change, novation or amendment whatsoever in and to the liabilities and to any document related to the Deribit Secured Obligations shall affect the validity and the scope of this Annex.

12.2. Reinstatement

If any payment by the Pledgor or any discharge given by the Pledgee is avoided or reduced as a result of insolvency or any similar event:

(A) the liability of the Pledgor and the Pledge shall continue as if the payment, discharge, avoidance or reduction had not occurred; and 

(B) the Pledgee shall be entitled to recover the value or amount of that security or payment from the Pledgor, as if the payment, discharge, avoidance or reduction had not occurred.

12.3. Waiver of defences

Neither the obligations of the Pledgor under this Annex nor the Pledge will be affected by an act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its Deribit Secured Obligations under the Agreement, this Annex or the Pledge (without limitation and whether or not known to it or either of the Pledgee or the Custodian), including:

(A) any time, waiver or consent granted to, or composition with, any person;

(B) the release of any person;

(C) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce any rights against, or security over assets of, any person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(D) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;

(E) any amendment (however fundamental), novation or replacement of the Agreement or any other document or security; or

(F) any insolvency or similar proceedings affecting any person.

12.4. Immediate recourse

The Pledgor waives any right it may have of first requiring the Pledgee to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Pledgor under this Annex. This waiver applies irrespective of any law or any provision of the Agreement to the contrary.

12.5. Appropriations

Until all the Deribit Secured Obligations have been irrevocably paid in full and all Deribit Secured Obligations which might give rise to Deribit Secured Obligations have irrevocably and unconditionally terminated, the Pledgee may refrain from applying or enforcing any other moneys, security or rights held or received by the Pledgee in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Pledgor shall not be entitled to the benefit of the same. 

12.6. Waiver of Pledgor’s rights

The Pledgor hereby waives any rights (if any) arising under Articles 2037 and 2038 of the Luxembourg Civil Code or any right it may have of first requiring the Pledgee to proceed against or claim payment from, or to divide any action between and against, any other persons or enforce any guarantee or security before enforcing the Pledge.

The Pledgor hereby irrevocably waives any right of recourse that it may have, whether by way of subrogation or directly or of any other nature, against any member of the group of companies to which the Pledgor may belong, as a result of an enforcement of the Pledge by any means whatsoever. For the avoidance of doubt this waiver is final and will subsist after all Deribit Secured Obligations have been unconditionally and irrevocably paid and discharged in full.

12.7. Additional Security

The Pledge is in addition to, and independent of, any other security or guarantee the Pledgee may now or hereafter hold in respect of the Deribit Secured Obligations. None of such security interests or guarantees shall prejudice, or shall be prejudiced by, or be merged or commingled in any way with, the Pledge.

13. DISCHARGE OF PLEDGE

13.1 Final redemption

Subject to Clause 13.2 (Retention of Security), if the Pledgee is satisfied that all the Deribit Secured Obligations have been unconditionally and irrevocably paid and discharged in full, the Pledgee must, as soon as reasonably practicable, at the request and cost of the Pledgor release and discharge (as appropriate) the Pledged Assets from the Pledge, including for the avoidance of doubt any excess proceeds pledged in accordance with Clause 8.3 (Limitation on realisation). For the avoidance of doubt, the Pledgor and the Pledgee agree that upon full and irrevocable discharge of all the Deribit Secured Obligations, the Pledge, due to its accessory nature, will cease to exist by operation of Luxembourg law.

13.2 Retention of Security

If, prior to the release of the Pledge created under this Annex, the Pledgee considers that any amount paid or credited to the Pledgee under this Annex or the Agreement is capable of being avoided or otherwise set aside on the Winding-Up of the Pledgor or any other person, or otherwise, then that amount shall not be considered to have been paid for the purposes of determining whether all the Deribit Secured Obligations have been irrevocably paid.

14. RIGHTS, WAIVERS AND DETERMINATIONS

14.1 Ambiguity

(A) To the extent legally permissible, where there is any ambiguity or conflict between the rights conferred by law and those conferred by or pursuant to this Annex, the terms of this Annex shall prevail.

(B) The provisions of this Annex are without prejudice to the provisions of the Agreement. In case of inconsistency, to the extent legally permissible and as solely as required to resolve the inconsistency, the provisions in this Annex shall prevail.

14.2 Exercise of rights

No failure to exercise, nor any delay in exercising, on the part of the Pledgee, any right or remedy under this Annex or the Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise of such right or remedy or the exercise of any other right or remedy. The rights and remedies provided in this Annex are cumulative and not exclusive of any rights or remedies provided by law.

14.3 Determinations

Any determination by or certificate of the Pledgee under this Annex is, in the absence of manifest error or gross negligence, conclusive evidence of the matters to which it relates.

15. AMENDMENTS AND WAIVERS

None of the terms or provisions of this Annex may be waived, altered, modified or amended, except by an instrument in writing, duly executed by or on behalf of the Pledgee and the Pledgor. This Annex and all obligations of the Pledgor hereunder shall be binding upon the successors and assigns of the Pledgor, and shall, together with the rights and remedies of the Pledgee, inure to the benefit of the Pledgee and their successors and assigns.

16. ASSIGNMENT

16.1 The Pledgor may not assign or transfer all or any part of its rights or obligations hereunder without the express consent of the Pledgee. Any such assignment will be enforceable towards the Pledgor in accordance with the provisions of article 1690 of the Luxembourg civil code. Any successor to or assignee of the Pledgee shall be entitled to the full benefits hereof.

16.2 For the purpose of article 1278 of the Luxembourg Civil Code, to the extent required under applicable law and without prejudice to the provisions in this Annex or the Agreement, the Pledgee hereby expressly reserves the preservation of this Pledge and the security interest created thereunder in case of assignment, novation, amendment or any other transfer of the Deribit Secured Obligations or any other rights arising for it or the Pledgee or CBSL under this Annex or the Agreement.

17. GOVERNING LAW AND JURISDICTION

17.1 This Annex and any non-contractual obligations arising out of or in connection with it are governed by Luxembourg law.

17.2 The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the City of Luxembourg (Grand Duchy of Luxembourg) to settle any dispute arising out of or in connection with this Annex (including a dispute relating to the existence, validity or termination of this Annex and any non-contractual obligation arising out of or in connection with this Annex).

17.3 The parties agree that the courts of the City of Luxembourg (Grand Duchy of Luxembourg) are the most appropriate and convenient courts to settle disputes and accordingly no Party will argue to the contrary.

APPENDICES

APPENDIX 1: VERIFICATION PROCEDURES AND LIMITS

Coinax Bermuda uses multi-level systems and procedures to collect and verify information about you in order to protect Coinax Bermuda and the community from fraudulent users, and to keep appropriate records of Coinax Bermuda’s customers. Your access to one or more Coinax Bermuda Services or the Coinax Bermuda Platform, and limits imposed on your use of Coinax Bermuda Services (including but not limited to daily or weekly conversion limits, deposit, withdrawal and trading limits for Advanced Trading, instant buy limits, Digital Asset Wallet transfer limits, and limits on transactions from a linked payment method), and any changes to such limits from time to time, may be based on the identifying information and/or proof of identity you provide to Coinax Bermuda.

Coinax Bermuda may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use any Coinax Bermuda Services and/or before permitting you to engage in transactions beyond certain volume limits. You may determine the volume limits associated with your level of identity verification by visiting your account’s ‘Limits’ page on the Site.

You may submit a request at https://help.Coinax.com to request larger limits. Coinax will require you to submit to Enhanced Due Diligence. Additional fees and costs may apply, and Coinax does not guarantee that we will raise your limits.

APPENDIX 2: COMMUNICATIONS

1. Electronic Delivery of Communications. You agree and consent to receive electronically all communications including social media communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Coinax Bermuda Account and your use of Coinax Bermuda Services. Communications include:

(A) terms of use and policies you agree to (e.g. the Agreement and Privacy Policy), including updates to these agreements or policies; 

(B) account details, history, transaction receipts, confirmations, and any other account or transaction information; 

(C) legal, regulatory, and tax disclosures or statements we may be required to make available to you; and

(D) responses to claims or customer support inquiries filed in connection with your Coinax Bermuda Account.

Unless otherwise specified in this Agreement, we will provide these communications to you by posting them on the Site, emailing them to you at the primary email address listed in your Coinax Bermuda Account, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification, and you agree that such communications will constitute sufficient notice of the subject matter therein.

2. How to Withdraw Your Consent. You may withdraw your consent to receive Communications electronically by contacting us via our customer support team where available or our customer support webpage at https://help.Coinax.com. If you fail to provide or if you withdraw your consent to receive Communications in the specified manner, Coinax Bermuda reserves the right to immediately close your Coinax Bermuda Account or charge you additional fees for paper copies of the Communications.
3. Updating your Information. It is your responsibility to provide us with a true, accurate and complete email address and your contact information, and to keep such information up to date. You understand and agree that if Coinax Bermuda sends you an electronic Communication but you do not receive it because your primary email address you have provided is incorrect, out-of-date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Coinax Bermuda will be deemed to have provided the Communication to you.

You may update your information by logging into your Coinax Bermuda Account and visiting settings or by contacting us via our customer support team where available or our customer support webpage at https://help.Coinax.com.

APPENDIX 3: ADDITIONAL SERVICES

1. USDC Rewards

USDC IS NOT LEGAL TENDER OR CURRENCY. USDC IS A SUPPORTED DIGITAL ASSET AND Coinax HAS NO RIGHT TO USE ANY USDC IN YOUR Coinax BERMUDA ACCOUNT. Coinax IS NOT A DEPOSITORY INSTITUTION, AND YOUR USDC WALLET IS NOT A DEPOSIT ACCOUNT. 

1.1 Definitions

“Bermuda Platform Balance” means the aggregate balance of USDC across your eligible Digital Asset Wallets on the Coinax Bermuda Platform as determined by Coinax Bermuda in its sole discretion.

“Daily Balance Method” means the application of the daily USDC Rewards Rate in Coinax Bermuda’s sole discretion to the calendar day average of USDC held in your USDC Wallet each day, as determined by Coinax in its sole discretion.

“USDC Rewards” shall have the meaning set forth in Appendix 3, Paragraph ‎1.3(A)(1) (Eligibility). 

“USDC Rewards Rate” means the annual rate of rewards earned on your Bermuda Platform Balance, which does not reflect compounding, as established by Coinax Bermuda from time to time.

1.2 Non-institutional Clients

(A) Eligibility. If you are eligible and you are not an institutional client (the eligibility for which is set out in Appendix 3, Paragraph 1.3 below), you can earn rewards for holding USDC in your Coinax Bermuda Account. So long as you hold at least $1 of USDC in your Coinax Bermuda Account, you will automatically earn amounts of USDC as described below in Appendix 3, Paragraph ‎1.2‎(B) (Calculation) (“Non-institutional USDC Rewards”). If at any time you do not hold at least $1 of USDC in your Coinax Bermuda Account, your enrollment in USDC Rewards will be paused until such time that you do hold at least $1 of USDC in your Coinax Bermuda Account. During such period you will retain all USDC Rewards previously accrued but not yet distributed. Such accrued rewards will be distributed as described in Appendix 3, Paragraph ‎1.2‎(B) (Calculation). If at any time you are deemed ineligible, your enrolment in USDC Rewards will be similarly paused. You can opt-out of, or back into, USDC Rewards at any time by following the instructions here. If you opt-out of USDC Rewards or close your Coinax Bermuda Account, you will forfeit the rewards you have accrued (that are not yet distributed for the current Month) up to that time. 

(B) Calculation. Non-institutional USDC Rewards are earned on a daily basis in the form of USDC at the then current USDC Rewards Rate. Our current USDC Rewards Rate for non-institutional client rewards can be found here. Our current USDC Rewards Annual Percentage Yield, which includes the effect of Monthly compounding, can be found here and here. Rewards earned in a particular Month are airdropped into your Coinax USDC wallet within five (5) business days after the start of the next Month. USDC Rewards distributed to you are rounded-down to the nearest sixth decimal place. We use the Daily Balance Method to determine the rewards you earn for a particular day, using your average balance of USDC on that specific day as that day’s balance. The rate used to determine rewards earned for a particular day is the then current USDC Rewards Rate divided by 365. The rate of Non-institutional USDC Rewards is subject to change in accordance with Appendix 3, Paragraph ‎1.4(A) (Changes) below.

1.3 Institutional Clients. Institutional clients are able to earn USDC Rewards subject to additional eligibility criteria as defined below.

(A) Eligibility.

1. Provided that you meet one or more Eligibility Criteria in any month (calculated on a blended basis), you will be eligible to earn rewards on the amount of USDC held in your Bermuda Platform Balance in amounts of USDC, as described in Appendix 3, Paragraph ‎1.3‎(B) (Calculation) below (such rewards, the “USDC Rewards”).
2. In the event you fail to meet any Eligibility Criteria in any month (as calculated on a blended basis), (i) your enrolment in the USDC Rewards program will be paused until such time that you meet one or more Eligibility Criteria, and (ii) you shall not earn any USDC Rewards for such Month. During such period, you will retain all USDC Rewards previously accrued but not yet distributed.
3. You may opt-out of, or back into, the USDC Rewards program at any time by providing email notice to Coinax Bermuda in accordance with the terms of the Agreement. In the event the Agreement is terminated for any reason or you opt-out of the USDC Rewards program, you will forfeit any rewards that have accrued but have not yet been distributed at that time.
4. If at any time Coinax Bermuda in its sole discretion deems you to be ineligible for the USDC Rewards program, your enrolment in the USDC Rewards program will be suspended and Coinax Bermuda will provide email notice or other written notice within the Coinax Bermuda Platform interface of such enrolment suspension to you in accordance with the terms of the Agreement.

(B) Calculation.

1. Following the end of each month, Coinax Bermuda will assess whether you have met one or more Eligibility Criteria, as determined on a blended basis over the course of such month. Meeting one or more Eligibility Criteria shall determine your USDC Rewards Rate for such month, as further detailed in the Eligibility Criteria.
2. Following the determination of your USDC Rewards Rate for such month, Coinax Bermuda shall calculate your USDC Rewards earned on a daily basis by applying such USDC Rewards Rate to your daily Bermuda Platform Balance for each day of such month. The rate used to determine USDC Rewards earned for a particular day is the then applicable USDC Rewards Rate divided by 365.
3. Coinax Bermuda shall make commercially reasonable efforts to credit USDC Rewards earned in a particular month to your Digital Asset Wallet within ten (10) business days after the start of the next month, but in no event will such USDC Rewards be credited later than thirty (30) days after the start of the next month. USDC Rewards are rounded down to the nearest sixth decimal place.

1.4 Changes.

(A) Non-institutional USDC Rewards Changes. We reserve the right to change the USDC Rewards Rate Annual Percentage Yield at any time by notification here and by other reasonable means of notice (including e-mail). Unless otherwise stated in the notice, no change will be effective until the first day of the month after such notice is made. We reserve the right to add, change, or delete any provision of these terms and to terminate the USDC Rewards program, or your participation in the program, at any time upon notice made in the same manner.

(B) Institutional USDC Rewards Changes. We reserve the right to change the USDC Rewards Rates and/or the Eligibility Criteria at any time by email notice or other written notice within the Coinax Bermuda Platform interface to you. Coinax Bermuda reserves the right to add, change, or delete any provision of these terms and to terminate the Program, or your participation in the Program, at any time upon notice made in the same manner.

2. Staking Services provided by CBSL 

2.1 General. When you hold Supported Digital Assets with CBSL you may be given the option to “stake” these assets in a third party proof of stake network via staking services provided by CBSL. In a proof of stake network, transaction validators are chosen using a formula based on the amount of underlying Supported Digital Asset staked by the validator as opposed to computing power (i.e., proof of work). Please visit our staking information page for further details on how proof of stake works. Staking services are not available for Supported Digital Assets held on CBSL Pro. By using these staking services you accept the terms for such services as set out in this Section 1 to this Appendix 3. 

2.2 Staking Service is Optional. Staking services may be made available to you by default for Supported Digital Assets where staking functionality is available from CBSL. YOU ARE NOT REQUIRED TO STAKE WITH CBSL AND YOU CAN OPT-OUT OF ANY DEFAULT CBSL STAKING SERVICES AT ANY TIME. FOR MORE INFORMATION VISIT THE HELP CENTER. Unless otherwise specified, if you opt-out of staking services, you can opt back in at any time. 

2.3 The Service; Rewards; Commission; Limitations. (a) If you stake your assets with us, CBSL, or one of its affiliates, will facilitate the staking of those assets on your behalf, by acting as a transaction validator on the applicable network for the Supported Digital Asset you stake. If CBSL or one of its affiliates successfully validates a block of transactions in that Supported Digital Asset, you may earn a reward granted by that Supported Digital Asset network. Rewards are determined by the protocols of the applicable network. If the applicable network distributes any rewards in unstaked form, CBSL will use commercially reasonable efforts to restake those rewards. Rewards will be credited to your account by taking into account the amount of your principal and previously accrued rewards that remain staked with CBSL. CBSL will credit your account for any earned rewards after receipt by CBSL, minus a commission. The current commission for each Supported Digital Asset can be found in the Help Center. CBSL may change these rates at its discretion and without notice. CBSL may also offer lower commissions for certain Supported Digital Assets on a promotional basis, and these promotional commissions may differ among CBSL users at our discretion. Some Digital Asset networks subject staked assets to “slashing” if the transaction validator representing those assets incorrectly validates a transaction. CBSL will use commercially reasonable efforts to prevent any staked assets from slashing; however, in the event they are, CBSL will replace your assets so long as such penalties are not the result of: (i) protocol-level failures caused by bugs, maintenance, upgrades, or general failure; (ii) your acts or omissions; (iii) acts or omission of any third party service provider; (iv) a force majeure event; (v) acts by a hacker or other malicious actor; or (vi) any other events outside of CBSL’s reasonable control. (b) Some Digital Asset networks require that a certain amount of staked assets be locked (restricted from sale or transfer) for a period of time while staking. You will need to request for your staked assets to be unstaked before they can be sold or transferred. When you request to unstake, CBSL will take blockchain operations on your behalf to wind-down your assets’ participation in the validation process of the relevant protocol. These blockchain operations may take time to complete, in addition to any applicable protocol unstaking period. Depending on the protocol, you may or may not receive staking rewards during the unstaking process. Expected unstaking periods are estimates only. CBSL will notify you when the unstaking process is complete 

2.4 No Guarantee of Rewards. You have no right to a reward until it is received by CBSL. Rewards will be distributed to your account promptly after they are received by CBSL. Unless otherwise specified, the “staking rewards rate” disclosed by CBSL for a particular Supported Digital Asset is an annualized historical rate based on the staking rewards generated by CBSL in providing staking services to CBSL customers for that Supported Digital Asset, minus our commission. This rate is an estimate and changes over time. CBSL DOES NOT GUARANTEE THAT YOU WILL RECEIVE STAKING REWARDS, ANY SPECIFIC STAKING REWARD, OR ANY STAKING RETURN OVER TIME, INCLUDING THE STAKING REWARDS RATES.

2.5 Governance and Voting. For certain Digital Assets, the underlying protocols offer stakers the ability to vote on matters related to the governance of protocol-level issues. CBSL may or may not support voting for such assets, and may cease supporting voting at any time in its discretion. CBSL will comply with your instruction to vote your Supported Digital Assets to the extent CBSL or its affiliate supports voting for such Supported Digital Assets in your jurisdiction. In certain cases, CBSL may vote on your behalf where CBSL or the applicable protocol does not support delegated voting; in those instances, CBSL will vote with the protocol’s recommendation.

2.6 Tax. The tax treatment of certain Digital Asset Transactions is uncertain, and it is your responsibility to determine what taxes, if any, arise from these transactions. Users are solely responsible for reporting and paying any applicable taxes arising from staking through CBSL staking services and all related transactions (e.g., any exchange or sale of your staked ETH), and acknowledge that CBSL does not provide investment, legal, or tax advice to you in connection with such election to participate. You should conduct your own due diligence and consult your advisors before making any investment decision including whether to participate in ETH staking and related transactions.

2.7 Ethereum Staking. Supplemental to the terms outlined above, the following terms apply to staking your ETH through the CBSL staking services.

2.8 In the event of a conflict between the terms contained in this section and anything else in this Agreement, the terms in this section will govern:

(A) Eligibility. Users who wish to stake ETH through CBSL must meet certain requirements, as set forth here. These requirements are subject to change.

(B) Slashing Penalties. Staking ETH means your staked assets can be subject to “slashing” by the Ethereum network if the transaction validator representing those assets incorrectly validates a transaction. CBSL will use commercially reasonable efforts to protect against slashing incidents: however, in the event of slashing, CBSL will replace your assets so long as such penalties are not a result of: (i) protocol-level failures caused by bugs, maintenance, upgrades, or general failure; (ii) your acts or omissions; (iii) an event qualifying under ‎Part A, Section ‎8.10 of the Agreement; (iv) acts by a hacker or other malicious actor; or (v) any other events outside of CBSL’s reasonable control.

(C) Wrapping. In some jurisdictions, you may choose to obtain the ability to sell, send, spend, or otherwise use your staked ETH by selecting, at your sole discretion, to wrap into a token that represents the ETH that you have staked plus associated rewards. This service is not available everywhere, and additional eligibility requirements may apply. By electing to wrap your staked ETH plus any associated rewards balance into the CBSL Wrapped Staked ETH known as “cbETH” you understand and agree that:

1. Once wrapped, you cannot redeem your staked ETH or claim any associated rewards except as described in Appendix 3, section 2.8(G) below;
2. cbETH held in your CBSL Digital Asset Wallet represents ownership of ETH staked with CBSL in accordance with this section (including any associated rewards and minus any cBSL fees and slashing penalties). By wrapping staked ETH as cbETH, you remain entitled to all of the economic value, risk, and rewards of the staked ETH.
3. Selling or otherwise transferring cbETH automatically transfers ownership of the staked ETH and the right to redeem described in section 2.8(G) below, and entitles the recipient to the attendant economic value, risk, and rewards of the staked ETH, subject to the terms of this Agreement. For avoidance of doubt, receiving cbETH does not by itself create a contractual relationship with CBSL, and in all cases the right to redeem cbETH is subject to the terms set forth section 2.8(G).
4. Staked ETH and associated rewards that have been wrapped as cbETH is held by the CBSL Group on behalf of holders of cbETH, and ownership of these assets shall not transfer to any entity in the CBSL Group. Part C, Section 3.5 of this Agreement shall apply to staked ETH and associated rewards held on behalf of cbETH holders to the same extent as staked ETH held by the CBSL Group on behalf of CBSL customers
5. cbETH is an ERC-20 token and may be compatible with protocols or other software or technology provided by third parties.
6. The staked ETH and rewards held by the CBSL Group on behalf of cbETH holders are subject to the risk of slashing as a result of validator or network failures.
   In addition, you understand, agree and accept the following risks associated with electing to wrap into cbETH:
7. Neither CBSL nor any other entity of the CBSL Group guarantees the value of your staked ETH principal or associated rewards. 
8. Neither CBSL nor any other entity of the CBSL Group is responsible for any decrease in the value of your staked ETH principal or associated rewards.
9. The price of cbETH could diverge from the price of ETH or staked ETH because of market fluctuations, which may be affected by the actions or inactions of market makers or other market participants who receive loans or other incentives to purchase cbETH.
10. Neither CBSL nor any other entity of the CBSL Group guarantees that wrapping staked ETH will result in a successful exchange or sale of cbETH. Neither CBSL nor any other entity of the CBSL Group will backstop or otherwise intervene to guarantee cbETH liquidity.
11. Neither CBSL nor any other entity of the CBSL Group guarantees the security or functionality of any third-party protocol, software or technology intended to be compatible with cbETH. Neither CBSL nor any other entity of the CBSL Group is responsible for any losses of cbETH due to the failure of third-party protocol, software or technology.
12. As with the protocols for other Digital Assets, neither CBSL nor any other entity of the CBSL Group owns or controls the underlying Ethereum protocol which governs the operation of cbETH. Accordingly, cbETH is subject to ‎Part C, Sections ‎1.22 – ‎1.23 of this Agreement, like other Digital Assets.
13. As with other Digital Assets, cbETH could be impacted by one or more regulatory actions, which could impede or limit the services we can provide with respect to cbETH.

(D) Unwrapping/Redemption

1. If you hold cbETH in your Digital Asset Wallet and satisfy eligibility requirements, you may instruct CBSL to “unwrap” cbETH held in your CBSL Digital Asset Wallet, thereby redeeming your cbETH for staked ETH plus any associated rewards and minus any CBSL fees and slashing penalties. Staked ETH and any associated rewards will remain locked until you request unstaking and the protocol unstaking process is completed as described in Section 2.3(b) above.
2. To unwrap cbETH, you will need to be a customer of either CBSL or another member of the cBSL Group with an active CBSL Account and be eligible to stake ETH as described in Appendix 3, Section 2.8(A) above. Geographic restrictions may apply and eligibility is subject to change.
3. Requests to unwrap cbETH may not be processed immediately. 

2.9 Third-Party Liquid Staking Tokens.

If you have staked a Supported Digital Asset through Coinax Bermuda, you may be able to wrap that staked asset into a third-party liquid staking token (each a “Third-Party LST“) and later unwrap it back to the underlying staked asset. Please visit our Help Center for more information on the Third-Party LSTs we support. If you hold a Third-Party LST in your Coinax Bermuda Account, whether or not you obtained it through wrapping on Coinax Bermuda, the provisions of this Section apply to your relationship with us with respect to that Third-Party LST. This Section 2.9 governs Third-Party LSTs and does not govern cbETH, which is governed by Appendix 3, Sections 2.7 – 2.8.

(A) What a Third-Party LST represents. A Third-Party LST is a Digital Asset minted by a third-party or its smart contracts. In broad terms, it represents your entitlement to a corresponding unit of the underlying staked asset, plus accrued rewards, redeemable subject to the operating rules of the third-party protocol. By holding a Third-Party LST, you remain entitled to the economic value, risk, and rewards of the underlying staked asset. Coinax Bermuda does not hold or control the underlying assets, and Coinax Bermuda does not mint the Third-Party LST. The Third-Party LST itself, when held in your Coinax Bermuda Account, is custodied under Part C, Section 3.5 like any other Digital Asset.

(B) How wrapping works. When you choose to wrap your staked asset into a Third-Party LST, Coinax Bermuda takes blockchain operations on your behalf to deposit your asset (and any accrued rewards) into the third-party protocol, and the resulting Third-Party LST is reflected in your Coinax Bermuda Account. The quantity of Third-Party LST you receive is set by the conversion rate published by that protocol or an operator of that protocol at the time of the wrap. The conversion rate may fluctuate over time based on protocol rewards, slashing, validator performance, and other factors outside Coinax Bermuda’s control.

(C) How unwrapping works. If you hold a Third-Party LST in your Coinax Bermuda Account and meet the eligibility requirements, you may instruct Coinax Bermuda to unwrap it. Coinax will undertake blockchain operations on your behalf to submit a redemption request to the third-party protocol, sending the Third-Party LST to the protocol in exchange for the corresponding amount of the underlying staked asset at the pertinent conversion rate. The underlying staked asset and any accrued rewards (as factored into the conversion rate) will remain locked in the third-party protocol until you instruct Coinax Bermuda to unstake those assets and the protocol unstaking process is complete. Unwrap requests may not be processed immediately and may be subject to the timing of the underlying blockchain network and the third-party protocol.

(D) Coinax Bermuda’s role. Coinax Bermuda undertakes blockchain operations to facilitate the wrapping and/or unwrapping of a Third-Party LST on your behalf. Coinax Bermuda does not govern the third-party protocols or the underlying blockchain networks.

(E) Eligibility and availability. Geographic restrictions and limitations may apply, and eligibility is subject to change without prior notice.

(F) Terms of use. By wrapping a staked asset into a Third-Party LST or unwrapping a Third-Party LST into the underlying staked asset, you agree that:

1. Once wrapped, you cannot redeem the underlying staked asset or claim its accrued rewards except by unwrapping the Third-Party LST as described in Appendix 3, Section 2.9(C).
2. The staked asset underlying a Third-Party LST is subject to validator-level and protocol-level penalties (which may include slashing on networks that implement it) and other protocol-level risks. 
3. Coinax Bermuda does not guarantee the value of the underlying staked asset or any accrued rewards, and is not responsible for any decrease in value, including any decrease from validator-level or protocol-level penalties incurred at the third-party protocol level.
4. The market price of a Third-Party LST may differ from the implied value of the underlying staked asset.
5. Coinax Bermuda does not guarantee a successful unwrap, exchange, or sale of any Third-Party LST, and will not backstop or otherwise intervene to provide Third-Party LST liquidity.
6. Coinax Bermuda does not guarantee the security or functionality of any third-party protocol, software, or technology related to a Third-Party LST and is not responsible for losses caused by their failure.
7. Coinax Bermuda does not own or control the underlying blockchain network or the third-party staking protocol. Each Third-Party LST is subject to Part C, Section 1.27 of this Agreement, like other Digital Assets.
8. Regulatory actions could affect any Third-Party LST and limit the services Coinax Bermuda can provide with respect to it.

3. Coinax Wrapped Tokens (provided by CBBM)

3.1 Sending Coinax Wrapped Tokens. In some jurisdictions, you may choose to send a native Digital Asset for which CBBM provides wrapping services in accordance with the terms herein (each a “Wrappable Native Token“) to an external wallet on a supported protocol, by directing CBBM to wrap such Wrappable Native Token into a token that is compatible with such protocol. To wrap your Wrappable Native Token and send the corresponding CBBM wrapped token (each, a “Coinax Wrapped Token“) to an external wallet on a supported protocol, you will need to be a Coinax Bermuda customer with a Coinax Bermuda Account in good standing. Additional geographic restrictions may apply, and eligibility is subject to change. By electing to wrap your Wrappable Native Token into a corresponding Coinax Wrapped Token, you understand and agree that:

(A) Coinax Wrapped Tokens cannot be held on the Coinax Bermuda Platform, and are only made available to you by CBBM in connection with sending a corresponding Wrappable Native Token to an external wallet on a supported protocol. Any Coinax Wrapped Token deposited to your Digital Asset Wallet from an external wallet address will be automatically converted to a corresponding Wrappable Native Token in accordance with, and subject to the conditions set forth in, Section 3.3 of this Appendix 3.

(B) Requests to wrap your Wrappable Native Token and  send a corresponding Coinax Wrapped Token to an external wallet may not be processed immediately. Once wrapped, you cannot redeem your Coinax Wrapped Token for a corresponding Wrappable Native Token except as described in Section 3.3 below.

(C) Each Coinax Wrapped Token represents ownership of a corresponding Wrappable Native Token held by CBBM. By wrapping your Wrappable Native Token in order to send a corresponding Coinax Wrapped Token to an external wallet on a supported protocol, you remain (for so long as you hold the Coinax Wrapped Token) entitled to all of the economic value and risk of an underlying Wrappable Native Token.

(D) Selling or otherwise transferring a Coinax Wrapped Token automatically transfers ownership of an underlying Wrappable Native Token and the right to redeem described in Appendix 3, Section 3.3 below, and entitles the recipient to the attendant economic value and risk of an underlying Wrappable Native Token, subject to the terms of this Agreement.

(E) Wrappable Native Tokens that have been wrapped as Coinax Wrapped Tokens are held by CBBM as custodial assets for the benefit of holders of such Coinax Wrapped Tokens, and ownership of and title to these assets shall remain with such holders and not transfer to CBBM. Part C, Section 3.5 of this Agreement shall apply, mutatis mutandis, to any Wrappable Native Token held on behalf of holders of a corresponding Coinax Wrapped Token to the same extent as any Wrappable Native Token held by CBBM on behalf of Coinax Bermuda customers.

(F) Coinax Wrapped Tokens are ERC-20 tokens and may be compatible with protocols or other software or technology provided by third parties.

3.2 Certain Risks. In addition, you understand, agree, and accept the following risks associated with electing to wrap any Wrappable Native Token into a corresponding Coinax Wrapped Token:

(A) Neither CBBM nor any other entity of the Coinax Bermuda Group guarantees the value of a Wrappable Native Token held on behalf of holders of a corresponding Coinax Wrapped Token.

(B) Neither CBBM nor any other entity of the Coinax Bermuda Group is responsible for any change in the value of a Wrappable Native Token held on behalf of holders of a corresponding Coinax Wrapped Token.

(C) The external price of a Coinax Wrapped Token could diverge from the price of a corresponding Wrappable Native Token because of market fluctuations, which may be affected by the actions or inactions of market makers or other market participants who receive loans or other incentives to purchase the Coinax Wrapped Token. In case of a significant price dislocation, CBBM may exercise its right to pause redemptions in accordance with Section 3.3(C) of this Appendix 3.

(D) Neither CBBM nor any other entity of the Coinax Bermuda Group guarantees that wrapping a Wrappable Native Token will result in a successful exchange or sale of a corresponding Coinax Wrapped Token, and CBBM will not have any obligation to backstop or otherwise intervene to guarantee liquidity of such Coinax Wrapped Token.

(E) Neither CBBM nor any other entity of the Coinax Bermuda Group guarantees the security or functionality of any third-party protocol, software or technology intended to be compatible with a Coinax Wrapped Token and is not responsible for any losses of any Coinax Wrapped Token due to the failure of third-party protocol, software or technology.

(F) As with the protocols for other Digital Assets, neither CBBM nor any other entity of the Coinax Bermuda Group owns or controls the underlying protocols which govern the operation of any Coinax Wrapped Token. Accordingly, all Coinax Wrapped Tokens are subject to Part C, Section 1.27 of this Agreement, like other Digital Assets.

(G) As with other Digital Assets, a Coinax Wrapped Token could be impacted by one or more regulatory actions, which could impede or limit the services CBBM can provide with respect to such Coinax Wrapped Token.

3.3 Unwrapping / Redemption of a Coinax Wrapped Token.

(A) If you initiate an Inbound Transfer of a Coinax Wrapped Token to your Digital Asset Wallet and you satisfy the eligibility requirements set forth in Section 3.3(B) below, CBBM will automatically “unwrap” such Coinax Wrapped Token and deposit a corresponding Wrappable Native Token to your Digital Asset Wallet, thereby redeeming your Coinax Wrapped Token for a corresponding Wrappable Native Token.

(B) To successfully complete an Inbound Transfer of a Coinax Wrapped Token to your Digital Asset Wallet, you will need to be a Coinax Bermuda customer with a Coinax Bermuda Account in good standing. Additional geographic restrictions may apply, and eligibility is subject to change. Requests to complete an Inbound Transfer of a Coinax Wrapped Token to your Digital Asset Wallet (which, for the avoidance of doubt, will result in CBBM “unwrapping” such Coinax Wrapped Token and depositing a corresponding Wrappable Native Token to your Digital Asset Wallet as described in Section 3.3(A) above) may not be processed immediately.

(C) Additionally, CBBM may, in its reasonable discretion, (i) pause redemptions of any Coinax Wrapped Token for a corresponding Wrappable Native Token if there is a significant dislocation in the external market price of such Coinax Wrapped Token relative to a corresponding Wrappable Native Token that, in CBBM’s sole discretion, suggests that the smart contracts or other technology or security features supporting such Coinax Wrapped Token have been compromised, (ii) refuse a redemption request if CBBM suspects that the Coinax Wrapped Token being presented for redemption was acquired through fraudulent means, or (iii) pause redemption if CBBM otherwise suspects that the security of the smart contracts used to mint and burn the applicable Coinax Wrapped Token has been compromised.

(D) Pursuant to the terms of this Agreement, a holder of a Coinax Wrapped Token holds an ownership interest in a corresponding Wrappable Native Token custodied by CBBM in accordance with Section 3.1(E) above. In the event of a shortfall in the amount of the Wrappable Native Token that has been wrapped as a Coinax Wrapped Token and held by CBBM in accordance with Section 3.1(E) above, CBBM’s liability vis-à-vis any holder of such Coinax Wrapped Token will be limited to such holder’s pro rata share of the shortfall amount.

3.4 Additional Terms.

(A) Fees. CBBM may charge a fee in connection with a request to mint or unwrap/redeem a Coinax Wrapped Token, and any such fee will be disclosed to you at the time you initiate such request. Any changes to such fees will be effectuated in accordance with Part A, Section 4.3 of this Agreement.

(B) No support for wrapped Coinax Wrapped Tokens. CBBM reserves the right to treat any version of a Coinax Wrapped Token that has been created by a third party (e.g., via a third party wrapper or bridge to an unsupported network) (“Third Party Wrapped Token“) as an unsupported Digital Asset in accordance with Part C, Section 1.21 of this Agreement. That means that CBBM may refuse or be unable to redeem any Third Party Wrapped Token that is sent to your Digital Asset Wallet for the corresponding Wrappable Native Token, which may result in irreversible loss of such Third Party Wrapped Token. Do not send Third Party Wrapped Tokens to your Digital Asset Wallet.

APPENDIX 4: MARKET DATA AND THIRD-PARTY REFERENCE DATA

General

1.1 Use of third-party Data. In connection with the provision of the Coinax Bermuda Services (including, without limitation, the Derivatives Brokerage Services and any Coinax Bermuda Services involving derivatives referencing digital assets, equities, commodities, baskets, indices, pre-IPO entities or other underlyings), Coinax Bermuda obtains and uses Market Data:

(A) directly from third-party data providers with which Coinax Bermuda or another member of the Coinax Bermuda Group has entered into subscription, licensing or other arrangements; and

(B) indirectly via the Operator of the Deribit Exchange and its data providers, including Market Data made available to Coinax Bermuda through the Deribit Exchange interface, the Deribit Rulebook, the Deribit Exchange index price, mark price, settlement price, funding rate and corporate actions feeds, and any other data services provided by or through the Operator of the Deribit Exchange.

1.2 Data Providers. The third-party data providers from which the Market Data may be sourced include, without limitation, Pyth Network, dxFeed, Financial Information Incorporated (“FII“), Market Vectors, BITA, CoinMetrics, Blue Ocean ATS, CCData, the operators of the Deribit Exchange and other market data and index providers (each a “Data Provider“), and such other Data Providers as Coinax Bermuda may engage from time to time in connection with the Coinax Bermuda Services.

1.3 Where Coinax Bermuda makes Market Data available to you. Where Coinax Bermuda makes Market Data available to you (whether directly or as part of any Coinax Bermuda Service, and whether through the Coinax Bermuda Site, the Coinax Bermuda Platform, the Deribit Exchange interface, an API, a statement, report, notification or other surface), your access to and use of such Market Data is subject to:

(A) the terms of this Agreement (including this Appendix 4);

(B) any additional terms, restrictions, disclaimers and licensing requirements imposed by the relevant Data Provider, including any specific terms set out in this Appendix 4 (which apply in addition to, and not in substitution for, the general terms in this Appendix 4); and

(C) any market data disclosures, vendor terms or similar materials made available by Coinax Bermuda from time to time athttps://help.Coinax.com/en/international-exchange or otherwise (the “Market Data Disclosures“), which are incorporated into this Agreement by reference.

General terms applicable to all Market Data

1.4 Restrictions on use. You agree that you shall not, and shall not permit any third party to:

(A) redistribute, sell, license, sub-license, syndicate, publish, broadcast or otherwise commercialise or make available to any third party any Data or any derivative work, summary, index, average or other product based on the Market Data;

(B) use the Market Data other than in connection with your bona fide use of the Coinax Bermuda Services in accordance with this Agreement (and, in particular, not for any purpose competitive with Coinax Bermuda, the Operator of the Deribit Exchange or any Data Provider);

(C) remove, obscure, alter or fail to display any proprietary notices, attributions, disclaimers, copyright notices, trademarks or service marks associated with the Market Data;

(D) use the Market Data in any manner that infringes the intellectual property rights or contractual rights of Coinax Bermuda, the Operator of the Deribit Exchange, any Data Provider or any other person; or

(E) store, archive, aggregate or compile the Market Data to create, support or maintain any standalone database, file, identifier system, index or product (including any substitute for the products of the relevant Data Provider).

1.5 Intellectual property. You acknowledge and agree that the Market Data, and all intellectual property rights (including copyrights, trademarks, database rights, trade secrets and other rights) in or to the Data, are and shall remain the sole and exclusive property of the relevant Data Provider (or its licensors), and that no proprietary rights in or to the Market Data are transferred to you by virtue of this Agreement, your use of any Coinax Bermuda Service or otherwise.

1.6 No warranties. The Market Data is provided to you on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, none of Coinax Bermuda, the Operator of the Deribit Exchange, the Data Providers or any of their respective affiliates, licensors, officers, directors, employees, agents or contractors makes any representation or warranty (express, implied, statutory or otherwise) of any kind in respect of the Market Data, including any representation or warranty as to:

(A) the accuracy, completeness, correctness, currency, timeliness, sequencing, availability, reliability or fitness for any particular purpose of the Market Data;

(B) the merchantability or non-infringement of the Market Data; or

(C) any results that may be obtained from the use of, or reliance on, the Market Data.

1.7 No liability. To the maximum extent permitted by applicable law, none of Coinax Bermuda, the Operator of the Deribit Exchange, the Data Providers or any of their respective affiliates, licensors, officers, directors, employees, agents or contractors shall have any responsibility or liability for any loss, cost, claim or damage of any kind (whether direct, indirect, special, incidental, consequential, exemplary or punitive, and including loss of profits, loss of business, loss of opportunity, loss of data or loss of goodwill) arising out of or in connection with:

(A) any error, omission, inaccuracy, delay, interruption, suspension, discontinuation or other issue affecting the Market Data;

(B) your use of, or reliance on, the Market Data; or

(C) any decision (including any trading, hedging, valuation, risk-management or other decision) made on the basis of the Market Data,

even if Coinax Bermuda, the Operator of the Deribit Exchange, the relevant Data Provider or any of their respective affiliates has been advised of the possibility of such loss, cost, claim or damage. None of Coinax Bermuda, the Operator of the Deribit Exchange, the Data Providers or any of their respective affiliates shall have any responsibility or liability for any delay or failure due to circumstances beyond their reasonable control.

1.8 No investment advice. The Market Data is provided for informational purposes only and does not constitute, and should not be relied on as, investment advice, a recommendation or an offer or solicitation to buy, sell or hold any digital asset, security, commodity, derivative or other product. You are solely responsible for evaluating the Market Data and for any decisions you make on the basis of, or in reliance on, the Market Data.

1.9 Third-party beneficiaries. You acknowledge and agree that each Data Provider (and the Operator of the Deribit Exchange, where applicable) is an intended third-party beneficiary of this Appendix 4 and shall be entitled to enforce the terms of this Appendix 4 directly against you to the extent of any breach by you of obligations relating to its Market Data.

1.10 Survival. The terms of this Appendix 4 shall survive any termination of your right of access to the Market Data, the suspension or termination of your Coinax Bermuda Account, and the termination or expiry of this Agreement.

1.11 Equitable relief. You acknowledge that any unauthorised use, misappropriation or misuse of the Market Data may cause serious and irreparable harm to Coinax Bermuda, the Operator of the Deribit Exchange and/or the relevant Data Provider, in respect of which monetary damages may not constitute an adequate remedy, and that Coinax Bermuda, the Operator of the Deribit Exchange and the relevant Data Provider shall accordingly be entitled to seek injunctive or other equitable relief in respect of any such use, misappropriation or misuse, in addition to any other remedies available to them at law or in equity.

1.12. Specific terms

Blue Ocean End User Agreement 

This Blue Ocean End User Agreement (this “Agreement”), with an effective date as of the last date executed on the signature page hereof, is made by and between Coinax Bermuda (“Distributor”) and the End User. 

1. Definitions. Capitalized terms used herein shall have the meanings set forth in this Section 1.

“Claims and Losses” means any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, proceedings, costs, judgments, settlements and expenses of any nature, whether incurred by or issued against an indemnified party or a third party, including, without limitation, (a) indirect, special, punitive, consequential or incidental loss or damage; and (b) administrative costs, investigatory costs, litigation costs and auditors’ and attorneys’ fees and expenses (including in-house personnel). 

“Market Data” or “Information” means certain data and other information: (a) disseminated by a System relating to securities or other financial instruments, products, vehicles, or other means; or (b) related to Persons regulated by Blue Ocean or to activities of Blue Ocean; or (c) gathered by Blue Ocean from other sources. 

“Blue Ocean Indemnified Parties” means, collectively, Blue Ocean, its affiliates and third-party information providers, and its and their respective owners, officers, directors, employees, contractors and agents. 

“Non-Professional End User” means a natural person or qualifying trust that uses Market Data only for personal purposes and not for any commercial purpose and, for a natural person who works in the United States, is not: (i) registered or qualified in any capacity with the Securities and Exchange Commission, the Commodities Futures Trading Commission, any state securities agency, any securities exchange or association, or any commodities or futures contract market or association; (ii) engaged as an “investment adviser” as that term is defined in Section 202(a)(11) of the Investment Advisors Act of 1940 (whether or not registered or qualified under that Act); or (iii) employed by a bank or other organization exempt from registration under federal or state securities laws to perform functions that would require registration or qualification if such functions were performed for an organization not so exempt; or, for a natural person who works outside of the United States, does not perform the same functions as would disqualify such person as a Non-Professional User if he or she worked in the United States. 

“Person” means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, or other entity. 

“Professional End User” means all other Persons who do not meet the definition of Non-Professional End User. “Regulatory Requirements” means (a) the rules, regulations, interpretations, decisions, opinions, orders and other requirements of the Securities and Exchange Commission or other regulatory authorities, as may be applicable; (b) the rules and regulations, disciplinary decisions and rule interpretations of Blue Ocean; (c) Blue Ocean’s decisions, policies, interpretations, user guides, operating procedures, specifications, requirements and other documentation that is regulatory or technical in nature published on Blue Ocean’s website or successor website; and (d) all other applicable laws, statutes, rules, regulations, orders, decisions, interpretations, opinions and other legal or regulatory requirements. 

“End User” means, collectively, all Non-Professional End Users and Professional End Users. 

“System” means any system Blue Ocean or its affiliates have developed for creation and/or dissemination of Market Data. “Distributor” shall have the meaning defined in the Blue Ocean Market Data Agreement, as may be modified from time to time.

“Distributor’s Service” means the service from a Distributor, including the data processing equipment, software, and communications facilities related thereto, for receiving, processing, transmitting, using, and disseminating Market Data to or by End User. 

2. Use of Data. End User may not sell, lease, furnish or otherwise permit or provide access to Market Data to any other Person or to any other office or place. End User will not engage in the operation of any illegal business use or permit anyone else to use Market Data, or any part thereof, for any illegal purpose or violation of any Regulatory Requirements. End User may not present Market Data rendered in any unfair, misleading, or discriminatory format. End User shall take reasonable security precautions to prevent unauthorized Persons from gaining access to Market Data. 

Use by Non-Professional End Users. Market Data is licensed only for personal, non-commercial use by a NonProfessional End User. By representing to Distributor that End User is a Non-Professional End User, or by continuing to receive Market Data at a Non-Professional End User rate, End User is affirming to Distributor and Blue Ocean that End User meets the definition of Non-Professional End User as set forth herein. A Non-Professional End User shall comply promptly with any reasonable request from Blue Ocean, or its designee, for information regarding the Non-Professional End User’s receipt, processing, display, use, and redistribution of Market Data. Use by Professional End Users. Market Data is licensed for internal business use and/or personal use by a Professional End User. Professional End User may, on a non-continuous basis, furnish limited amounts of Market Data to customers in written advertisements, correspondence, or other literature or during voice telephonic conversations not entailing computerized voice, automated information inquiry systems, or similar technologies. Professional End User shall make its premises available to Blue Ocean, or its designee, for physical inspection of Distributor’s Service and of Professional End User’s use of Market Data (including review of any records regarding use of or access to Market Data and the number and locations of all devices that receive Market Data), all at reasonable times and upon reasonable notice, to ensure compliance with this Agreement. 

3. Proprietary Data. Blue Ocean grants to End User a non-exclusive, non-transferable license during the term of the Agreement to receive Market Data distributed to it by Distributor and, thereafter, to use such Market Data as permitted under the terms of this Agreement and Regulatory Requirements. End User acknowledges and agrees that Blue Ocean and its affiliates have proprietary rights to Market Data that (a) originates on or relates to trading on Blue Ocean; (b) relates to activities that are regulated or operated by Blue Ocean; (c) Blue Ocean derives from Market Data that originates on or relates to Blue Ocean; and (d) is a compilation of information and data that Blue Ocean gathers from other sources. End User further acknowledges and agrees that Blue Ocean’s third party information providers may impose certain requirements on the use and distribution of their respective information and data or information derived from their information and data, and accordingly End User’s rights under this Agreement with respect to Market Data including or based on such third party information and data is subject to requirements imposed by the subject provider from time to time, notwithstanding terms and conditions of this Agreement to the contrary. In the event of any misappropriation or misuse by End User or anyone who accesses Market Data through End User, Blue Ocean or its affiliates or third-party information providers shall have the right to obtain injunctive relief for its respective materials. End User shall attribute the source of Market Data as appropriate under all circumstances. 
4. Payment. End User shall assume full and complete responsibility for the payment of any taxes, charges, or assessments imposed on End User or Blue Ocean (except for U.S. federal, state, or local incomes taxes, if any, imposed on Blue Ocean) by any foreign or domestic national, state, provincial, or local governmental bodies, or subdivisions thereof, and any penalties or interest relating to the provision of Market Data to End User. Interest shall be due from the date of the invoice to the time that the amounts that are due have been paid. To the extent permitted by applicable law, End User acknowledges and agrees that the termination of Distributor’s Service for failure to make payments shall not be considered an improper limitation of access by Blue Ocean. For Professional End Users, if any payment is due directly to Blue Ocean under this Agreement, payment in full is due Blue Ocean in immediately available funds within 30 days of the date of an invoice, whether or not use is made of, or access it made to, Market Data. End User agrees to pay Blue Ocean any applicable late fees on all past due amounts that are not the subject of a legitimate and bona fide dispute. 
5. System. End User acknowledges that Blue Ocean, in its sole discretion, may from time to time make modifications, additions, and/or deletions to the System or Market Data or any aspect of either. Such modifications, additions, or deletions may require corresponding changes to be made to Distributor’s Service. Changes or the failure to make timely changes by Distributor may sever, delay, or otherwise affect End User’s access to or use of Market Data. Blue Ocean shall not be responsible for any such effects. Blue Ocean does not endorse or approve any Distributor, Distributor’s Service or equipment utilized by Distributor or End User. 
6. Limitation of Liability. Blue Ocean Indemnified Parties shall not be liable to End User or to any other Person for any inaccurate or incomplete Market Data received from Blue Ocean or from Distributor, any delays, interruptions, errors, or omissions in the furnishing thereof, or any direct, indirect or consequential damages arising from or occasioned by said inaccuracies, delays, interruptions, errors or omissions. This Section shall not relieve Blue Ocean, Distributor, End User, or any other Person from liability for damages that result from their own gross negligence or willful tortious misconduct or from personal injury or wrongful death claims. Blue Ocean, Distributor, and End User understand and agree that the terms of this Section reflect a reasonable allocation of risk and limitation of liability. 
7. Disclaimer of Warranties. END USER EXPRESSLY ACKNOWLEDGES THAT BLUE OCEAN INDEMNIFIED PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. 
8. Third-Party Information Providers’ Limitation of Liability. Blue Ocean’s third-party information providers shall have no liability for any damages, whether direct or indirect, whether lost profits, indirect, special, or consequential damages of End User or any other Person seeking relief through End User relating to the accuracy of or delays or omissions in any Market Data provided by Blue Ocean’s third-party information providers, even if the third-party information providers have been advised of the possibility of such damages. In no event will the liability of the third-party information providers or their affiliates to End User or any other Person seeking relief through End User pursuant to any cause of action, whether in contract, tort, or otherwise, exceed the fee paid by End User or any other Person seeking relief through End User, as applicable.
9. Claims and Losses. End User agrees to indemnify and hold harmless Blue Ocean Indemnified Parties from any and all Claims and Losses imposed on, incurred by, or asserted as a result of or relating to: (a) any noncompliance by End User with the terms and conditions hereof; and (b) any third-party actions related to End User’s receipt and use of Market Data, whether authorized or unauthorized under this Agreement. Each party agrees to indemnify and hold harmless (and in every case, Blue Ocean shall be permitted to solely defend and settle) another party (including Blue Ocean) and their owners, subsidiaries, affiliates, officers, directors, employees, agents, and any related Persons, against any Claims and Losses arising from, involving, or relating to a claim of infringement or other violation of an intellectual property right by the indemnifying party provided that: (a) the indemnified party promptly notifies the indemnifying party in writing of the Claims and Losses; and (b) the indemnified party reasonably cooperates in the defense of the Claims and Losses. 
10. Termination. End User acknowledges that Blue Ocean, when required to do so in fulfillment of statutory obligations or otherwise, may by notice to Distributor unilaterally limit or terminate the right of any or all Persons to receive or use Market Data, or any part thereof, and that Distributor shall immediately comply with any such notice and terminate or limit the furnishing of Market Data and confirm such compliance by written notice to Blue Ocean. Any affected Person will have available to it such procedural protections as are provided by applicable Regulatory Requirements. In addition to the termination rights permitted under any agreement End User may have with Distributor, this Agreement may be terminated by End User upon 30 days’ written notice to Distributor and by Blue Ocean upon 30 days’ written notice either to Distributor or End User. In the event of End User’s breach, the discovery of the untruth of any representation or warranty of End User, or where directed by a regulatory authority having jurisdiction over Blue Ocean or a Blue Ocean affiliate, Blue Ocean may terminate this Agreement upon not less than 3 days’ written notice to End User provided either by Blue Ocean or Distributor. 
11. Notices. All communications required to be given in writing to Blue Ocean under this Agreement shall be directed to: Blue Ocean Technologies LLC 73 Lockwood Road Riverside, CT 06878 United States Email: marketdata@blueocean-tech.io Direct communication to End User at the last address known to Distributor shall be considered given (a) upon actual receipt if delivered by email, or (b) upon posting the notice or other communication on Blue Ocean’s website (www.blueocean-tech.io) or successor website. End User promptly shall give written notice to Distributor of any change in the name or place of residence or business at which Market Data is received. 
12. Assignment. This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective permitted successors and assigns. Neither Distributor nor End User shall assign this Agreement in whole or in part (including by operation of law) without the prior written consent of Blue Ocean, provided, however, that Blue Ocean shall not unreasonably withhold such consent. Notwithstanding the foregoing, Distributor or End User may assign this Agreement in its entirety to an affiliate or subsidiary without the prior written consent of Blue Ocean, provided that the assigning party is not currently in breach of this Agreement or delinquent in any fees owed to Blue Ocean. Blue Ocean may assign or transfer this Agreement or any of its rights or obligations hereunder to a related or unrelated party upon notice to Distributor and End User. 
13. Severability. Each provision of this Agreement will be deemed to be effective and valid under applicable law, but if any provision of this Agreement is determined to be invalid, void, or unenforceable under any law, rule, administrative order or judicial decision, that determination will not affect the validity of the remaining provisions of this Agreement, and such provision shall be construed to be effective and valid to the fullest extent under applicable law. 
14. Entire Agreement; Amendment; Waiver. This Agreement constitutes the complete and entire agreement of the parties to this Agreement with respect to its subject matter and supersedes all prior writings or understandings. If there is any conflict and/or inconsistency between this Agreement and Distributor’s agreement with End User, the terms of this Agreement shall prevail as between Blue Ocean and End User. Blue Ocean may modify any term of this Agreement upon 60 days’ written notice either to Distributor or End User, and any receipt or use of Market Data after such date shall be deemed acceptance of the new term or condition. No failure on the part of Blue Ocean or End User to exercise, no delay in exercising, and no course of dealing with respect to any right, power, or privilege under the Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement. 
15. Governing Law; Venue. This Agreement will be governed by and interpreted in accordance with the internal laws of the State of New York, USA without giving effect to any choice or conflict of law provision or rule. End User hereby submits to the jurisdiction of the state and federal courts located in the County of New York in the State of New York for the resolution of any dispute arising under this Agreement. 
16. Headings. Section headings are included for convenience only and are not to be used to construe or interpret this Agreement. All references contained herein to sections or subsections shall refer to the sections or subsections of this Agreement, unless specific reference is made to the sections or subsections of another document. 
17. Third Party Beneficiary. Distributor and End User hereby designate Blue Ocean as a third-party beneficiary of this Agreement, having the right to enforce any provision herein. 
18. Cumulative Remedies. Except as otherwise limited herein, all rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, equity, by statute, in any other agreement between the parties or otherwise. 
19. Counterparts. This Agreement may be executed in one or more counterparts, which shall each be considered an original but all of which shall constitute one and the same Agreement. 

ACCEPTED AND AGREED: I, an authorized officer of the End User to which the preceding terms and conditions refer, acknowledge that I have read the preceding terms and conditions of this Agreement, that I understand them, and that I hereby manifest End User’s assent to, and End 46 User’s agreement to comply with, those terms and conditions by accepting the terms herein as a condition to my access and use of the provisioned services. I further acknowledge and agree to the terms of the Blue Ocean Privacy Policy.

Coin Metrics Disclaimer

THE DERIVATIVE CONTRACTS ARE NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY COIN METRICS OR ANY OF ITS SUBSIDIARIES, AFFILIATES OR SERVICES PROVIDERS (COLLECTIVELY THE “INDEX PARTIES“).  THE INDEX PARTIES MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO CBBM OR ANY MEMBER OF THE PUBLIC REGARDING THE ADVISABILITY OF INVESTING IN SECURITIES OR COMMODITIES GENERALLY OR IN THE DERIVATIVE CONTRACTS PARTICULARLY.  THE INDEX PARTIES’ ONLY RELATIONSHIP TO THE DERIVATIVE CONTRACTS AND CBBM (THE “LICENSEE”) IS THE LICENSING OF THE INDEX RELATED DATA TO WHICH THE DERIVATIVE CONTRACTS REFER.  THE INDEX PARTIES ARE NOT RESPONSIBLE FOR AND HAVE NOT PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE DERIVATIVE CONTRACTS TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE DERIVATIVE CONTRACTS ARE TO BE CONVERTED INTO ANY CURRENCY.  THE INDEX PARTIES HAVE NO OBLIGATION OR LIABILITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE DERIVATIVE CONTRACTS.

1.13. Updates. Coinax Bermuda may add, remove or change Data Providers (and the corresponding vendor-specific terms) from time to time. Any such changes will be reflected in the Market Data Disclosures or otherwise notified to you in accordance with this Agreement.

Coinax USER AGREEMENT

This Agreement is a contract between you and each of:

• Coinax Bermuda Limited (“CBBM”) an exempted company limited by shares incorporated in Bermuda with company number 202302164 and whose registered office address is Park Place, 55 Par La Ville Road, Hamilton, HM11 Bermuda.; and
• Coinax Bermuda Services Limited (“CBSL”) an exempted company limited by shares incorporated in Bermuda with company number 202302681 and whose registered office address is Park Place, 55 Par La Ville Road, Hamilton, HM11 Bermuda,

together referred to as “Coinax Bermuda”.

References in this Agreement to “Coinax Bermuda”, “we”, “our” or “us”, are to  CBBM and/or CBSL as the case may be depending on which of the Coinax entities are providing the services that you are receiving as outlined in this Agreement. References to “you” or “your” are to the person with whom Coinax Bermuda enters into this Agreement.

By signing up to use an account through https://international.Coinax.com/ , or any of our associated websites, application programming interfaces (“APIs”), or mobile applications (collectively the “Site“), you agree that you have read, understood, and accept all of the terms and conditions contained in this Agreement, including our Communications Policy in Appendix 2, as well as our Privacy Policy, Cookie Policy, Insurance Disclosure and Prohibited Use Policy.

We refer to the Digital Asset Services, Digital Asset Derivatives Services and Additional Services (all defined below) and such other services that may be offered by Coinax Bermuda from time to time, collectively, as the “Coinax Bermuda Services“, which can be accessed via the platform operated by Coinax Bermuda (the “Coinax Bermuda Platform”) (including the online platform which is accessible via the Site or at such location as may be prescribed by Coinax Bermuda from time to time). “Digital Asset” means any digital asset (including a virtual currency or virtual commodity) which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network; and “Supported Digital Asset” means only those particular Digital Assets listed as available to trade or custody in your Digital Asset Wallet. Services and supported assets may vary by jurisdiction.

Amendment of this Agreement: We may make amendments to the Agreement (including in relation to any other Coinax Bermuda Services) by providing you with 30 days prior notice of any material changes to be made. We will publish the revised Agreement (a “Revised Agreement”) on the Site or by providing a copy of it to you. The Revised Agreement shall, where lawful, be effective after 30 days of being published on the Site or provided to you (unless we state otherwise) but will not apply retroactively.  Your continued use of the Coinax Bermuda Services after the posting or provision of a Revised Agreement constitutes your acceptance of such Revised Agreement.  If you do not agree with any such modification, you should close your Coinax Bermuda Account and cease using the Coinax Bermuda Services. You agree that any notification of amendments in the manner as aforesaid shall be sufficient notice to you, and your continued access and/or use of Coinax Bermuda Services and/or the Site shall constitute an affirmative acknowledgement by you of the amendments and shall be deemed to be your acceptance of the Revised Agreement.  Copies of the most up-to-date version of the Agreement will be made available in the Site at all times.

Dispute Resolution: PLEASE BE AWARE THAT SECTION 10 (CUSTOMER FEEDBACK, QUERIES, COMPLAINTS, AND DISPUTE RESOLUTION) OF THIS AGREEMENT, CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND Coinax Bermuda. PLEASE READ SECTION 10 CAREFULLY.

IMPORTANT NOTE: You should be aware that the risk of loss in trading or holding derivatives, Digital Assets, or derivatives referencing Digital Assets, can be substantial. As with any asset, the value of derivatives, Digital Assets and derivatives referencing Digital Assets can increase or decrease and there can be a substantial risk that you lose money buying, selling, holding, or investing in derivatives, Digital Assets and derivatives referencing Digital Assets.

Coinax Bermuda Limited and Coinax Bermuda Services Limited are regulated by the Bermuda Monetary Authority and each hold a Class F digital asset business licence under the Digital Asset Business Act 2018 (as amended) to conduct the digital assets business activities specified therein. Details of the licensed activities can be found on the Bermuda Monetary Authority website at https://www.bma.bm/regulated-entities.

You should consult your financial advisor, legal or tax professional regarding your specific situation and financial condition, and carefully consider whether trading or holding derivatives, Digital Assets and derivatives referencing digital assets is suitable for you.

1. ELIGIBILITY.

To be eligible to use any of the Coinax Bermuda Services, you must be at least 18 years old and reside in a country in which the relevant Coinax Bermuda Services are accessible. There are certain features which may or may not be available to you depending on your location and other eligibility criteria.

2. SERVICES.

This Section 2 describes the services that are being provided by CBBM and/or CBSL as indicated below.

2.1 Digital Asset Services provided by CBBM or CBSL (together, “Coinax Bermuda”).

The following services (the “Digital Asset Services“) may be provided to you by Coinax Bermuda:

• one or more hosted wallets enabling you to store, track, transfer, and manage Supported Digital Assets (the “Digital Asset Wallets“); and
• a Digital Asset exchange service enabling you to obtain prices for your purchases and sales of Supported Digital Assets, and (subject to certain restrictions) carry out any such purchases or sales on the Site (the “Digital Asset Exchange Service”). As of February 2, 2026, all Digital Asset Exchange Services will be provided by Coinax Bermuda by routing orders to Coinax, Inc., subject to the Trading Rules of Coinax Exchange. This order routing may result in some additional latency to fulfillment of orders.

2.2 Digital Asset Derivatives Services provided ONLY by CBBM.

CBBM may from time to time provide customers with trading exposure to Digital Asset derivatives transactions (“Digital Asset Derivatives Services“). These Digital Asset Derivatives Services may be made available by CBBM to users that fulfil certain eligibility criteria.  You acknowledge CBBM does not provide investment, legal, or tax advice governing or in relation to the Digital Asset Derivatives Services.

2.3 Derivatives Services provided ONLY by CBBM.

CBBM may from time to time provide customers with trading exposure to derivatives transactions referencing assets other than Digital Assets (“Derivatives Services“). These Derivatives Services may be made available by CBBM to users that fulfil certain eligibility criteria.  You acknowledge CBBM does not provide investment, legal, or tax advice governing or in relation to the Derivatives Services.

2.4 Additional Coinax Bermuda Services

In addition to the core services (i.e. the Digital Asset Services, the Digital Asset Derivatives Services and the Derivatives Services), additional services (“Additional Services“) such as Margin Lending may be made available by Coinax Bermuda to users that fulfil certain eligibility criteria, including, without limitation, the Additional Services described in Appendix 3.  You may also elect to hold Supported Digital Assets in “Coinax Bermuda Vault” as further described in Section 4.18. Unless otherwise noted, all references to Digital Asset Wallet include Coinax Bermuda Vault. You may also elect to use Coinax Bermuda Wallet (an unhosted wallet service).

2.5 Several Liability.

You agree that the liability of each of CBBM and CBSL under this Agreement is several and not joint, and each of CBBM and CBSL shall be liable only for their own respective obligations under this Agreement, and solely in respect of the Coinax Bermuda Services delivered by them, and any respective breaches by them of those obligations.  This means that each of them are responsible to you for their own breaches of this Agreement, and not for each other’s breaches.

2.6 Fees, Interest, Commissions and Charges.

You You agree to be responsible for the payment of and pay all fees. A full list of fees for Coinax Bermuda Services, as amended from time to time, can be found on the Site at the ‘Pricing and Fees Disclosures’ and ‘Exchange Fees’ pages, which shall form part of this Agreement.

2.7 Payment

You shall promptly pay all of Coinax Bermuda’s fees, interest, commissions and/or other charges at such rates and in such manner as Coinax Bermuda may impose and stipulate from time to time with respect to the execution and/or performance of any Coinax Bermuda Services or otherwise for the maintenance of your Coinax Bermuda Account (as defined below) or the provision of any service to you or in connection with your Coinax Bermuda Account.

2.8 Variation of Fees

Coinax Bermuda reserves the right from time to time in its sole and absolute discretion and by notice to you to vary the rates of fees, interest, commissions and charges or impose other fees, interest, commissions and charges. Fees, interest, commissions and other charges may be quoted on request, posted on the Coinax Bermuda Platform or individually notified via email or other modes of communication as Coinax Bermuda in its sole and absolute discretion may deem fit. It is your responsibility to ensure that you are aware of current applicable fees, interest, commission, charges and rates.

2.9 Settlement 

All commissions, interest, fees, charges or other amounts owed by you to Coinax Bermuda may be settled by Coinax Bermuda at its sole and absolute discretion on the day they fall due by debiting your Coinax Bermuda Account with the relevant amount payable by you. In the event that there are insufficient Digital Assets in your Coinax Bermuda Account, you acknowledge that any amount due and payable from you under this Agreement is a debt immediately due and owing by you to Coinax Bermuda (or either of CBBM or CBSL, as applicable).

2.10 Interest

Coinax Bermuda shall be entitled at its sole and absolute discretion to charge interest on any amount due to Coinax Bermuda from you to such rate and calculated and/or compounded in such manner as Coinax Bermuda may impose and determine from time to time and to debit any Coinax Bermuda Account in respect of the interest due.

2.11 Deductions and Withholdings 

All amounts owed to Coinax Bermuda shall be settled in such Digital Assets as solely determined by Coinax Bermuda from time to time and shall be free of deduction or withholdings (if applicable). If you are required to effect such deductions or withholdings, then the amount due to Coinax Bermuda shall be increased by such amount as shall result in Coinax Bermuda receiving an amount equal to the amount Coinax Bermuda should have received in the absence of such deduction or withholding.

2.12 Taxes 

Any applicable taxes, duties, disbursements, costs and/or other expenses incurred by Coinax Bermuda in connection with providing the Digital Asset Services to you or otherwise in connection with your Coinax Bermuda Account shall be fully reimbursed by you.

2.13 Repayment 

If for any reason Coinax Bermuda cannot effect payment or repayment to you in a particular Digital Asset in which payment or repayment is due, Coinax Bermuda may affect payment or repayment in an equivalent amount of any other Digital Assets selected by Coinax Bermuda based on a rate of exchange solely determined by Coinax Bermuda, acting reasonably, in respect thereof at the relevant time.

2.14 Set off

Without prejudice to any right of set-off under this Agreement or applicable law, you acknowledge and agree that CBBM and/or CBSL may set off all amounts of whatever nature, denominated in whatever Digital Asset or currency or otherwise and wherever arising which are due from you (or, where appropriate, from the relevant entity for whom you are acting) or to you (or, where appropriate, to the relevant entity for whom you are acting) in respect of the Coinax Bermuda Services Services and/or any other Coinax Bermuda Services provided to you through the Coinax Bermuda Platform or otherwise.  You further acknowledge and agree that CBBM and/or CBSL may set off all amounts of whatever nature that are held anywhere within the Coinax Bermuda Group  and that you (or, where appropriate, the entity for whom you are acting) will not be entitled to exercise any right of set-off or counterclaim against amounts due to CBBM and/or CBSL.

2.15 Coinax Bermuda Group

In this Agreement, “Coinax Bermuda Group” means Coinax Bermuda and their corporate affiliates. 

3. ACCOUNT SETUP.

3.1 Registration of Coinax Bermuda Account.

To use the Coinax Bermuda Services, you will need to register for a Coinax Bermuda account (a “Coinax Bermuda Account“) by providing your details, including, but may not be limited to, your name, email address and a password, completing certain verification procedures, and accepting the terms of this Agreement. By using a Coinax Bermuda Account, you agree and represent that you will use the applicable Coinax Bermuda Services only for yourself, and not on behalf of any third party. Each customer may register only one Coinax Bermuda account.  You are fully responsible for all activity that occurs under your Coinax Bermuda Account. We may, in our sole discretion, refuse to open a Coinax Bermuda Account for you, or suspend or terminate any Coinax Bermuda Accounts (including but not limited to duplicate accounts) or suspend or terminate the trading of specific Digital Assets in your Coinax Bermuda Account or the sending of Digital Assets from your Coinax Bermuda Account.  Please see Section 9 below for more information.

3.2 Consent to Access; Processing and Storage of your Personal Data & Identity Verification.

You agree to provide us with the information we request (which we may request during registration for your Coinax Bermuda Account or at any time deemed necessary) for the purposes of identity verification, providing the Coinax Bermuda Services to you (including the establishment of applicable limits), and the detection of money laundering, terrorist financing, fraud, or any other financial crime, including as set out in Appendix 1 (Verification Procedures and Limits) and permit us to keep a record of such information.

The information we request may include (but is not limited to) personal information such as your name, residential address, telephone number, email address, date of birth, taxpayer identification number, government identification number, information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) network status, customer type, customer role, billing type, mobile device identifiers (e.g. international mobile subscriber identity and international mobile equipment identity) and other subscriber status details, and any such information that Coinax Bermuda is required to collect from time to time under applicable law.

You may also be required to undergo “Enhanced Due Diligence”, where Coinax Bermuda may request that you submit additional information about yourself or your business, provide relevant records, and arrange for meetings with Coinax Bermuda staff so that Coinax Bermuda may, among other things, establish the source of your wealth and source of funds for any transactions carried out in the course of your use of Coinax Bermuda Services.

In providing us with this or any other information that may be required, you confirm that the information is true, accurate and complete, and you have not withheld any information that may influence Coinax Bermuda’s evaluation of you for the purposes of your registration for a Coinax Bermuda Account or the provision of Coinax Bermuda Services to you. You undertake to promptly notify in writing and provide Coinax Bermuda with information regarding any changes in circumstances that may cause any such information provided to become false, inaccurate or incomplete and also undertake to provide any other additional documents, records and information as may be required by Coinax Bermuda and/or applicable law. You permit us to keep records of such information.  We will treat this information in accordance with Section 13 (Data Protection). 

You authorise 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. When we carry out these enquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our enquiries in full. This is an identity check only and should have no adverse effect on your credit rating. Additionally, we may require you to wait some amount of time after completion of a transaction before permitting you to use further Coinax Bermuda Services and/or before permitting you to engage in transactions beyond certain volume limits.  We 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. Further, you authorise your wireless carrier to use or disclose  information about your account and your wireless device, if available, to Coinax Bermuda or its service provider for as long as you have a Coinax Bermuda Account, solely to help them identify you or your wireless device and to prevent fraud.

4. DIGITAL ASSET SERVICES PROVIDED BY Coinax BERMUDA.

4.1 In General.

Your Digital Asset Wallet enables you to send Supported Digital Assets to, and request, receive, and store Supported Digital Assets from Digital Asset Wallets that are under your control, by giving instructions through the Site. Coinax does not support the transfer and receipt of Supported Digital Assets from and to Digital Asset Wallets that are controlled by third parties. If you send Supported Digital Assets to an address owned or controlled by a third party (for example another individual’s self-hosted wallet or account at another exchange), this is a violation of these terms of service.

We recommend customers send a small amount of Supported Digital Assets as a test when sending to a Digital Asset Wallet under their control that is outside the Coinax Bermuda Platform, before sending a significant amount of Supported Digital Assets outside the Coinax Bermuda Platform.  You may not be able to send Supported Digital Assets off the Coinax Bermuda Platform until the funds for the purchase of the Supported Digital Asset have settled to Coinax Bermuda.

The Digital Asset Exchange Service enables you to buy Supported Digital Assets on the Coinax Bermuda Platform using other types of Supported Digital Assets in your Digital Asset Wallet.

Conversely, when you sell Supported Digital Assets on the Coinax Bermuda Platform, you will receive other types of Supported Digital Assets in your Digital Asset Wallet, as selected by you when selling Supported Digital Assets.

Coinax Bermuda facilitates and enables the purchase and sale of Supported Digital Assets on the Coinax Bermuda Platform. The Digital Asset Service enables you to buy Supported Digital Assets on the Coinax Bermuda Site using:

• Central bank issued currency (such as EUR or GBP) supported by Coinax Bermuda; and/or
• Other types of Supported Digital Assets in your Digital Asset Wallet.

Conversely, when you sell Supported Digital Assets on the Coinax Bermuda Platform, you may elect to receive:

• Central bank issued currency (such as EUR or GBP) supported by Coinax Bermuda; and/or
• Other types of Supported Digital Assets in your Digital Asset Wallet.

The transactions described in this Section 4.1 are referred to in this Agreement as “Digital Asset Transactions”.

4.2 Fiat Currency Transactions

You may purchase Supported Digital Assets by linking a valid payment method to your Digital Asset Wallet. You authorise us to debit funds using your selected payment method(s) to complete your purchase.

Although we will attempt to deliver Supported Digital Assets to you as promptly as possible, funds may be debited from your selected payment method before the status of your Digital Asset Transaction is shown as complete, and the Supported Digital Asset is delivered to your Digital Asset Wallet. You may sell Supported Digital Assets in exchange for fiat currency (such as EUR or GBP) supported by Coinax Bermuda. In such circumstances, you authorise us to debit your Digital Asset Wallet and to send instructions to credit your selected payment method(s) in settlement of sell transactions. We will send these instructions as soon as reasonably possible. Any fiat currency should be credited to your selected payment method(s) by the end of the business day after we send such instructions.

4.3 Transaction Fulfillment.

We will make reasonable efforts to fulfil all purchases of Supported Digital Assets, but in some circumstances, we may be unable to. If this is the case, we will notify you and seek your approval to re-attempt the purchase at the current Exchange Rate (as defined below). We may adjust prices or cancel trades on the basis that the price traded is not representative of market value or the number of contracts traded is in error.  Coinax Bermuda will make the final decision on whether a trade price is adjusted, cancelled or allowed to stand. In determining whether a trade has taken place at an unrepresentative price or at an erroneous contract number, certain factors will be taken into account. They may include, but not be limited to:

• current market conditions, including levels of activity and volatility;
• time period between different quotes and between quoted and traded prices;
• information regarding price movement in related contracts, the release of economic data or other relevant news;
• manifest error;
• whether there is any indication that the trade in question triggered stops or resulted in the execution of spread trades;
• whether another market user or client relied on the price;
• any other factor which Coinax Bermuda, in its sole discretion, may deem relevant.

4.4 Availability of Payment Methods.

The availability of a method of payment depends on a number of factors including, for example, where you are located, the identification information you have provided to us, and limitations imposed by third party payment processors.

4.5 Conversion Fees.

Each purchase or sale of Supported Digital Assets is subject to a fee and, if applicable based on the service, a spread (a “Conversion Fee“).  The applicable Conversion Fee will be displayed to you on the Site prior to each transaction and is stated in each receipt we issue to you. We may adjust our Conversion Fees at any time. We will not process a transaction if the Conversion Fee and any other associated fees would, together, exceed the value of your transaction. A full list of Coinax Bermuda’s fees and the way fees are calculated can be found on our ‘International Exchange Fees’ page.

4.6 Exchange Rates.

Each purchase or sale of Supported Digital Assets is also subject to the Exchange Rate for the given transaction. The “Exchange Rate” means the price of any given Supported Digital Asset in fiat currency,  USDC (or such other stablecoin as Coinax Bermuda may wish to use for quotations, from time to time),  as quoted on the Site. The Exchange Rate is stated either as a “Buy Price” or as a “Sell Price”, which is the price at which you may buy or sell Supported Digital Assets, respectively.

You acknowledge that the Buy Price Exchange Rate may not be the same as the Sell Price Exchange Rate at any given time, and that we may add a margin or ‘spread’ to the quoted Exchange Rate. You agree to accept the Exchange Rate when you authorise a transaction. You can learn more about Coinax Bermuda’s Exchange Rates on our ‘Pricing and Fees Disclosures’ page on the Site. We do not guarantee the availability of any Exchange Rate. We do not guarantee that you will be able to buy and / or sell your Supported Digital Assets on the open market at any particular price or time.

4.7 Authorisations; Reversals; Cancellations.

By clicking the ‘Buy’ or ‘Sell’ button on the Site, you are authorising Coinax Bermuda to initiate the transaction at the quoted Buy Price or Sell Price and agree to any associated Conversion Fees and Exchange Fees and any other fees.

You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your Digital Asset Wallets have insufficient funds or balance in the Supported Digital Asset that you wish to pay with, you authorise us, in our sole discretion, either to cancel the transaction or to debit other balances on your Digital Asset Wallets, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, insufficient funds, or similar fees charged by your payment provider.  Coinax Bermuda reserves the right to suspend access to any and all Coinax Bermuda Services until such insufficient payment is addressed.

4.8 Digital Asset Transactions.

We will process Digital Asset Transactions in accordance with the instructions we receive from you. You should verify all transaction information prior to submitting instructions to us. We do not guarantee the identity of any user, 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.

Digital Asset Transactions cannot be reversed once they have been broadcast to the relevant Digital Asset network. If you initiate a Digital Asset Transaction by entering the recipient’s email address or mobile phone number and the recipient does not have an existing Coinax Bermuda Group Account, we will invite the recipient to open a Coinax Bermuda Account. If the recipient does not open a Coinax Bermuda Account within 30 days, we will return the relevant Supported Digital Asset to your Digital Asset Wallet.

We may charge network fees (“miner fees”) to process a Digital Asset Transaction on your behalf. We will calculate the miner fees at our discretion, although we will always notify you of the miner fees at (or before) the time you authorise the Digital Asset Transaction. A full list of Coinax Bermuda’s miner fees can be found on our ‘Pricing and Fees Disclosures’ page on the Site. Miner fees for each individual transaction will be disclosed to you at the time of purchase on the checkout page. When you or a third party sends Digital Assets to a Coinax Bermuda Digital Asset Wallet from an external wallet not hosted on Coinax Bermuda (an “Inbound Transfer”), the person initiating the transaction is solely responsible for executing the transaction properly, which may include, among other things, payment of miner fees in order for the transaction to be completed successfully and ensuring that the Digital Asset being sent is a Supported Digital Asset that conforms to the particular wallet address to which funds are directed, including any additional address feature(s) for identifying a transaction recipient beyond a wallet address to the extent required by Coinax Bermuda or the Supported Digital Assets protocol to credit the Inbound Transfer to your Coinax Bermuda Account (e.g., a “Destination Tag/Memo”). Non-payment of miner fees may cause your transaction to remain in a pending state outside of Coinax Bermuda’s control and we are not responsible for delays or loss incurred as a result of an error in the initiation of the transaction and have no obligation to assist in the remediation of such transactions.

Once submitted to a Digital Asset network, a Digital Asset Transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Digital Asset network. A Digital Asset Transaction is not complete while it is in a pending state. Digital Assets associated with Digital Asset Transactions that are in a pending state will be designated accordingly and will not be included in your Digital Asset Wallet balance or be available to conduct Digital Asset Transactions until confirmed by the network.  Once the Digital Asset Transaction has completed you will receive a trade execution report confirming the transfer and the fees incurred.

We may also refuse to process or cancel any pending Digital Asset Transaction as required by law, regulation or any court or other authority to which Coinax Bermuda is subject in any jurisdiction, for instance, if there is suspicion of money laundering, terrorist financing, breaches of international sanctions, fraud, or any other financial crime.

4.9 Supported Digital Assets.

Our Digital Asset Services are available only in connection with Supported Digital Assets.

Under no circumstances should you attempt to use your Digital Asset Wallet to store, send, request, or receive Digital Assets in any form that we do not support. We assume no responsibility or liability in connection with any attempt to use your Digital Asset Wallet for Digital Assets that we do not support or with regard to a Supported Digital Asset sent to a wrong or  incompatible Digital Asset wallet address.  All such erroneously transmitted Digital Assets will be lost. You acknowledge and agree that Coinax Bermuda bears no responsibility and is not liable for any unsupported asset that is sent to a wallet associated with your Coinax Bermuda Account. If you send an unsupported Digital Asset to a wallet associated with your Coinax Bermuda Account, then you will lose that Digital Asset. For some lost Digital Assets, Coinax may in its sole discretion offer you the option to attempt a recovery. We may charge fees to process the recovery attempt on your behalf. We will calculate all fees at our discretion, and notify you of the applicable fees at or before the time you authorize the recovery attempt. For more information, see our ‘Pricing and Fees Disclosures Page’ on the Site. The actual amount recovered may differ from the estimated recovery amount. Coinax does not evaluate the authenticity, safety, or security of unsupported assets. You acknowledge and agree that Coinax is not liable for any loss incurred during the recovery attempt or subsequent use of the recovered asset.

By initiating an Inbound Transfer, you attest that you are transacting in a Supported Digital Asset that conforms to the particular wallet address to which funds are directed. For example:

• If you select an Ethereum wallet address to receive funds, you attest that you are initiating an Inbound Transfer of Ethereum alone, and not any other Digital Asset such as Bitcoin or Ethereum Classic.
• If you select a Bitcoin wallet address to receive funds, you attest that you are initiating an Inbound Transfer of Bitcoin alone, and not any other Digital Asset such as Bitcoin Cash or Ethereum.

If you have any questions about which Digital Assets we currently support, please visit https://help.Coinax.com.

4.10 Ending support of a Digital Asset.

Coinax Bermuda may in its sole discretion terminate support for any Digital Asset.  Coinax Bermuda will to the extent required by applicable law provide you with the minimum period of advance notice required by applicable law or a regulatory authority via email to the email address associated with your Coinax Bermuda account to announce the end of such support.  If you do not sell or send such Digital Assets off the Coinax Bermuda Platform during this time, Coinax Bermuda reserves the right to withdraw such Digital Assets from your account and credit your Coinax Bermuda Account with the market value of a Supported Digital Asset or a fiat currency (which denomination will be selected in our reasonable discretion).

4.11 USDC Wallets

Where available, you may elect to buy USD Coin (“USDC”) from Coinax Bermuda, a Digital Asset issued by Circle Internet Financial (“Circle”) and supported by Coinax Bermuda. You are the owner of the balance of your “USDC Wallet”. Coinax is not the issuer of USDC, does not hold reserves for USDC, and has no obligation to repurchase your USDC for USD. You can redeem your USDC with Circle, and Coinax Bermuda may also elect to repurchase your USDC in exchange for USD. You agree to be bound by the terms of the Circle USDC User Agreement (located at https://support.usdc.circle.com/hc/en-us/articles/360001233386-Circle-USDC-User-Agreement), which provides additional obligations, undertakings, and limitations with respect to USDC.

4.12 Recurring Digital Asset Transactions.

If you set up a recurring purchase of a Supported Digital Asset (a “Future Transaction“), you authorise us to initiate recurring electronic payments in accordance with your selected Digital Asset Transaction and any corresponding payment accounts, such as direct debits from, or credits to, your linked bank account. This authorisation will remain in full force and effect until you change your Future Transaction settings or until you provide us with written notice via https://help.Coinax.com.  Your Future Transactions will occur in identical, periodic instalments, based on your period selection (e.g., daily, weekly, monthly), until either you or Coinax cancels the Future Transaction.

If you select a bank account as your payment method for a Future Transaction, and such transaction falls on a weekend or public holiday in the location in which the relevant bank is located, or after the relevant bank’s business hours, the credit or debit will be executed on the next business day, although the Digital Asset fees at the time of the regularly-scheduled transaction will apply. If your bank is unable to process any payment to Coinax, we will notify you of cancellation of the transaction and may avail ourselves of remedies set forth in this Agreement to recover any amount owed to Coinax. You agree to notify Coinax in writing of any changes in your linked bank account information prior to a Future Transaction.

4.13 Supplemental Protocols Excluded.

Unless specifically announced on the Site, or otherwise as set forth in this Agreement, Supported Digital Assets excludes all other protocols and/or functionality which supplement or interact with the Supported Digital Asset. 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 Digital Asset (collectively, “Supplemental Protocols”). Do not use your Coinax Bermuda Account to attempt to receive, request, send, store, or engage in any other type of transaction or functionality involving any such Supplemental Protocols, as the Coinax Bermuda Platform 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.

You acknowledge and agree that other than as set forth in this Agreement, Supplemental Protocols are excluded from Supported Digital Assets and that Coinax Bermuda has no liability for any losses related to Supplemental Protocols.

4.14 Operation of Digital Asset Protocols.

Coinax Bermuda does not own or control the underlying software protocols which govern the operation of Digital Assets. 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 do not guarantee the functionality or security of network operations. You acknowledge and accept the risk that underlying software protocols relating to any Digital Asset you store in your Digital Asset Wallet may change.

In particular, the underlying protocols are likely to be subject to sudden changes in operating rules (including “forks”). Any such operating changes may materially affect the availability, value, functionality, and/or the name of the Digital Asset you store in your Digital Asset Wallet. Coinax Bermuda does not control the timing and features of these 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 Coinax Bermuda in determining whether to continue to transact in the affected Digital Asset using your Coinax Bermuda Account. In the event of any such operational change, Coinax Bermuda reserves the right to takes such steps as may be necessary to protect the security and safety of assets held on the Coinax Bermuda Platform, including, without limitation, temporarily suspending operations for the involved Digital Asset(s), and other necessary steps; Coinax Bermuda will use its best efforts to provide you notice of its response to any material operating change; however, such changes are outside of Coinax Bermuda’s control and may occur without notice to Coinax Bermuda. Coinax Bermuda’s response to any material operating change is subject to its sole discretion and includes deciding not to support any new Digital Asset, fork, or other actions.

You acknowledge and accept the risks of operating changes to Digital Asset protocols and agree that Coinax Bermuda is not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules. You acknowledge and accept that Coinax Bermuda has sole discretion to determine its response to any operating change and that we have no responsibility to assist you with unsupported Digital Assets or protocols.  You further acknowledge and accept that Coinax Bermuda has no responsibility to support new Digital Asset forks or operating changes for Digital Assets.

4.15 Fungibility of Certain Digital Assets.

You acknowledge and agree that Coinax Bermuda may hold Supported Digital Assets in your Digital Asset Wallets in a variety of different ways, including across multiple blockchain protocols, such as layer two networks, alternative layer one networks, or side chains. In connection with its holding of Supported Digital Assets in your Digital Asset Wallets, Coinax Bermuda may transfer such Digital Assets off of the primary blockchain protocol and hold such Digital Assets on shared blockchain addresses, controlled by Coinax Bermuda, on alternative blockchain protocols in forms compatible with such protocols.  You agree that all forms of the same Digital Assets that are held and made available across multiple blockchain protocols may be treated as fungible and the equivalent of each other, without regard to (a) whether any form of such Digital Assets is wrapped or (b) the blockchain protocol on which any form of such Digital Assets is stored.

4.16 Digital Asset Storage & Transmission Delays.

Coinax Bermuda securely stores Digital Asset private keys, in a combination of online and offline storage. Our security protocols may delay the initiation or crediting of a Digital Asset Transaction.

4.17 Third party Payments.

We have no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or receive from, or sell or transfer to, any third party (including other users of the Digital Asset Services). We are not responsible for ensuring that a third party buyer or a seller you transact with will complete the transaction or is authorised to do so. If you experience a problem with any goods or services purchased from, or sold to, any third party using Digital Assets transferred using the Digital Asset Services, or if you have a dispute with such third party, you should resolve the dispute directly with that third party.

If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify Coinax Bermuda Support at: trust@Coinax.com so that we may consider what action to take, if any.

4.18 Coinax Bermuda Vaults.

Coinax Bermuda does not support the use of multisig vaults. You may elect to use other services, such as the Coinax Bermuda Vault, which allow you to set withdrawal time-delays and create other conditions around the custody and transfer of your Supported Digital Assets. Additional rules associated with such product(s) and service(s) may apply.

4.19 Digital Asset Title.

All Supported Digital Assets held in your Digital Asset Wallet are assets held by the Coinax Bermuda Group for your benefit as described below.

• All Supported Digital Assets held in your Digital Asset Wallet are held by the Coinax Bermuda Group in custody on your behalf. You transfer legal title of the Digital Asset to Coinax Bermuda Group, but not beneficial ownership, therefore the beneficial interest in the Supported Digital Assets held in your Digital Asset Wallet remains with you at all times, except as provided herein. None of the Supported Digital Assets are Coinax Bermuda Group’s property or shall be loaned to Coinax Bermuda or are subject to the claims of Coinax Bermuda Group creditors; Coinax Bermuda does not represent or treat assets in a user’s Digital Asset Wallet as belonging to Coinax Bermuda. Except as required by a facially valid court order, or except as provided herein, Coinax Bermuda will not sell, pledge, grant security in, transfer, loan, hypothecate, or otherwise alienate Digital Assets in your Digital Asset Wallet unless instructed by you other than as permitted in Section 5 of this Agreement or required to be used to satisfy any outstanding Fees, Interest, Commissions, Charges, Obligations, Margin Requirements for a Derivatives Transaction or the Margin Loan Margin requirements for a Margin Lending Transaction entered into by you in accordance with the terms of this Agreement or compelled by a court of competent jurisdiction to do so.
• As the beneficial owner of Supported Digital Assets in your Digital Asset Wallet, you shall bear all risk of loss of such Supported Digital Assets. No company within the Coinax Bermuda Group shall have any liability for fluctuations in the fiat currency value of Supported Digital Assets held in your Digital Asset Wallet.
• Other than provided for in Sections 5.20-5.31 below none of the Supported Digital Assets in your Digital Asset Wallet are the property of, or shall or may be loaned to, Coinax Bermuda; Coinax Bermuda does not represent or treat assets in a user’s Digital Asset Wallets as belonging to Coinax Bermuda. Except as required by a facially valid court order, or except as provided herein, Coinax Bermuda will not sell, pledge, grant security in, transfer, loan, hypothecate, or otherwise alienate Digital Assets in your Digital Asset Wallet unless instructed by you other than as permitted in Section 5 of this Agreement or required to be used to satisfy any outstanding  Fees, Interest, Commissions, Charges, Obligations, Margin Requirements for a Derivatives Transaction or the Margin Loan Margin requirements for a Margin Lending transaction entered into by you in accordance with the terms of this Agreement or compelled by a court of competent jurisdiction to do so.
• You control the Supported Digital Assets held in your Digital Asset Wallet. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Supported Digital Assets by sending them to a different blockchain address controlled by you.
• In order to more securely hold Supported Digital Assets, the Coinax Bermuda Group may use shared blockchain addresses, controlled by a member of the Coinax Bermuda Group, to hold Supported Digital Assets held on behalf of customers and/or held on behalf of Coinax Bermuda. Customers’ Supported Digital Assets are segregated from Coinax Bermuda’s own Digital Assets or funds by way of separate ledger accounting entries for customer and Coinax Bermuda Group accounts. Notwithstanding the foregoing, Coinax Bermuda shall not have any obligation to use different blockchain addresses to store Supported Digital Assets owned by you and Supported Digital Assets owned by other customers or by Coinax Bermuda.

Coinax Bermuda is under no obligation to issue any replacement Digital Assets in the event that any Digital Asset, password or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible.

4.20

Coinax Bermuda may determine in its sole discretion its response to a Distribution Event. “Distribution Event” shall mean an Air Drop, a Derivatives Air Drop, or some other issuance of rights, services, interests or positions based on the holding of a Digital Asset, Margin, or other eligible balance in your Coinax Bermuda Account, but shall not include any reward generated for on-chain staking from a proof of stake validation protocol. “Air Drop” means a distribution of a new token or tokens resulting from the ownership of a pre-existing token. These tokens are incremental units of the same or a new Digital Asset. “Derivatives Air Drop” means the opening of one or more Derivatives Transaction positions in your Coinax Bermuda Account by CBBM acting as your authorised agent, on the terms set out in the “Derivatives Air Drops” provision below. The distributions are made as a result of holding a Digital Asset,  Margin or other eligible balance, or otherwise satisfying eligibility criteria set by Coinax Bermuda, in each case without any action taken by the holder.

5. DIGITAL ASSET DERIVATIVES SERVICES AND DERIVATIVES SERVICES PROVIDED ONLY BY CBBM.

5.1 In General.

CBBM facilitates and enables the trading of (i) Derivatives referencing Digital Assets and (ii) Derivatives referencing assets other than Digital Assets, in each case between its customers on the Coinax International Exchange Platform.

5.2 Digital Asset Derivatives: 

The Digital Asset Derivatives Services enable you to enter into certain types of trading contracts that reference Digital Assets as the underlying reference asset (“Digital Asset Derivatives”). These Digital Asset Derivatives contracts are entered into between you and customers on the Coinax Bermuda Platform.  CBBM allows you to trade on the basis of an agreed future price of a particular Digital Asset, with no fixed expiry date (each transaction of this nature being defined as a “Digital Asset Derivatives Transaction”). 

5.3 Non-Digital Asset Derivatives:

The Derivatives Services enable you to enter into certain types of trading contracts that reference assets other than Digital Assets (“Reference Assets“) as the underlying reference asset (“Non-Digital Asset Derivatives”).  These Non-Digital Asset Derivatives contracts are entered into between you and customers on the Coinax Bermuda Platform.  CBBM allows you to trade on the basis of an agreed future price of a particular asset, with no fixed expiry date (each transaction of this nature being defined as a “Non-Digital Asset Derivatives Transaction“). 

5.4 Derivatives Transactions:

References in this Agreement to a “Derivatives Transaction“, are to a Digital Asset Derivatives Transaction and/or Non-Digital Asset Derivatives Transaction as the case may be depending on which of the Coinax Bermuda Services that you are receiving as outlined in this Agreement.

5.5 Execution Only.

Each of the  Digital Assets Derivatives Services and the Derivative Services are an execution-only service.  This means that, in using the Digital Assets Derivatives Services and/or Derivatives Services: (a) you can only enter into Derivatives Transactions with customers of the Coinax Bermuda Platform; (b) you cannot transfer Derivatives Transactions to other platforms, or enter into secondary trading in respect of them; and (c) any open Derivative Transaction positions in your Coinax Bermuda Account can only be closed on the Coinax Bermuda Platform.

Derivatives Air Drops. From time to time, CBBM may, in its sole discretion, conduct a Derivatives Air Drop by opening one or more Derivatives Transaction positions in your Coinax Bermuda Account, collateralised with Supported Digital Assets credited by CBBM for that purpose (“Air Drop Margin”). You hereby appoint CBBM as your authorised agent for the limited purpose of placing Orders, posting the Air Drop Margin, and opening such Derivatives Transaction positions on your behalf, and each Derivatives Transaction so opened shall be a Derivatives Transaction entered into by you under, and subject to, the terms of this Agreement, save as expressly modified below. Derivatives Air Drops will generally be made available only to customers who (i) affirmatively opt in via a call-to-action or similar prompt made available by CBBM via the Coinax Bermuda Platform or the Site, and (ii) satisfy any additional eligibility criteria set by CBBM; however, CBBM reserves the right to conduct Derivatives Air Drops without a separate opt-in where it considers it appropriate to do so. Each Derivatives Air Drop position will be opened on an isolated-margin basis, and notwithstanding any other provision of this Agreement: (a) only the Air Drop Margin (and any additional Margin you expressly elect to allocate to the position) may be applied to support, margin, liquidate, or settle that position, and losses on it will not trigger Liquidation, Auto-Deleveraging, or any other adverse action against your other balances or Derivatives Transactions; and (b) your maximum loss on any Derivatives Air Drop position is capped at the Air Drop Margin allocated to it, no Derivatives Air Drop position shall result in negative Equity, debt, or any payment obligation owing by you to Coinax Bermuda, and CBBM shall absorb any shortfall as a promotional cost; and (c) upon settlement, expiry, close-out, or other termination of a Derivatives Air Drop position, any Air Drop Margin remaining after the application of any losses on the position (together with any profits realised on the position) shall be retained by you and credited to your Coinax Bermuda Account, and shall not revert to, or be clawed back by, CBBM. For the avoidance of doubt, the Air Drop Margin is credited to you on an outright basis as part of the Derivatives Air Drop and, save for its application against losses on the related Derivatives Air Drop position in accordance with paragraph (a) above, is yours to keep. CBBM is under no obligation to offer Derivatives Air Drops and may set, vary, suspend, or terminate any Derivatives Air Drop or your eligibility for one at any time in its sole discretion.

RISKS

5.6 General.

Trading in Digital Asset Derivatives is high risk and highly speculative.  This is particularly true given the volatile nature of Digital Asset markets. In entering into a Derivatives Transaction, you accept the full risk that you could lose all the Equity in a Derivatives Transaction, and the Margin that you post to support those Derivatives Transactions, and beyond that your Supported Digital Assets in your Coinax Bermuda Account. 

5.7 Margin.

Derivatives Transactions require the posting of Margin and the maintenance of that as Digital Assets markets move, meaning that a movement of the market against you could result in you not holding adequate Margin in line with CBBM’s margin requirements as notified to you on the Coinax Bermuda Platform from time to time (the “Margin Requirements”), and therefore be subject to partial liquidation or close-out of your positions, and thereby crystallising losses without you taking action.  Accordingly, open Derivatives Transactions require ongoing monitoring and management to ensure you can manage your positions effectively.

5.8 Underlying.

No title ownership of Underlying Digital Asset.  In entering into Derivatives Transactions you are not entering into a sale or purchase agreement to purchase Digital Assets themselves.  A Derivatives Transaction does not give you any rights to receive any underlying Digital Asset.  Instead it is a contract that provides an agreed position with respect to the future price of a Digital Asset that may result in a profit or a loss for you. 

5.9 Index Pricing.

In order to provide pricing to carry out Derivatives Transactions and set Margin requirements, Coinax Bermuda provides a suitable price for Supported Digital Assets on the Coinax Bermuda Platform which is calculated by reference to a number of different price feeds from key liquid crypto markets globally.  Coinax Bermuda calculates this price by taking the median of prices from these crypto markets in order to provide a price that seeks to appropriately reflect the market price.  Market dynamics and the calculation of these prices mean that, although Coinax Bermuda will make efforts to ensure that its prices reflect the market to the extent possible, during exceptional market conditions, pricing may at times vary from the market and that could lead to Liquidations or Auto-Deleveraging.  You should ensure that you monitor Coinax Bermuda’s price feeds and your Coinax Bermuda Account in order to manage your open Derivatives Transactions to avoid unintended consequences. 

TRADING & MARGIN 

5.10 Margin Requirements.

CBBM’s Margin Requirements are important with respect to your use of the Digital Asset Derivatives Services or Derivatives Services and you should familiarise yourself with them via the Coinax Bermuda Platform, prior to entering into any Derivatives Transaction. The Margin Requirements will set out how Margin is calculated, how to maintain appropriate Margin levels, deleveraging processes and close-out processes and when and how they are implemented, how the Insurance Fund operates, and other important requirements.  By entering into a Derivatives Transaction you agree to comply with, and be subject to, the Margin Requirements in place at the time you enter into that Derivatives Transaction, and further you agree that CBBM may exercise rights, including on behalf of Derivative Transaction counterparties, as further described in the Coinax Bermuda Platform (for example around Liquidation and Auto-Deleveraging) with respect to your open Derivative Transaction positions and your Coinax Bermuda Account.  CBBM reserves the right to make amendments to the Margin Requirements in its sole discretion at any time without prior notice. The Margin Requirements which apply to any particular Derivatives Transaction will be those in force when the Derivatives Transaction is entered into by you.

5.11 Margin Levels and Requirements.

In entering into a Derivatives Transaction you must post and/or maintain certain levels of funds or assets in order to guarantee the open positions that you hold at any one time (“Margin”) by transferring the relevant Supported Digital Assets from your Digital Asset Wallet to the relevant account as set out on the Coinax Bermuda Platform.  The requirements in relation to Margin for Derivatives Transactions, including full details of how Margin is calculated and what you must do to maintain your Margin, are set out in the relevant Margin Requirements applicable to that Derivative Transaction.  Further, Margin may be posted in a range of different Supported Digital Assets (as notified to you from time to time via the Coinax Bermuda Platform), but some Supported Digital Assets may have less favourable terms for use as Margin to reflect their volatility and the liquidity of the markets they trade in, as further described in the relevant Margin Requirements.

5.12 Entering into a Derivatives Transaction.

To enter into a Derivatives Transaction, you must first place an order to enter into a Derivative Transaction on the Coinax Bermuda Platform (an “Order”), and post the “Initial Margin” for that Derivative Transaction, as quoted on the Coinax Bermuda Platform.  The Initial Margin is the amount of assets that are required to be pledged to CBBM to guarantee the position you are opening in relation to that Derivative Transaction.  Initial Margin must be posted in USDC, or another Supported Digital Asset that CBBM allows to be used for Margin purposes (as set out on the Coinax Bermuda Platform from time to time).  Once you have placed an Order and posted the relevant Initial Margin, CBBM will (in its sole and absolute discretion) either accept or not accept that Order.  If the Order is accepted, that Derivatives Transaction is now open and contractually binding upon you.  If the balance of your “Equity” (being the total unencumbered Supported Digital Assets available in your Coinax Bermuda Account) is not sufficient to cover the Initial Margin for a particular Derivatives Transaction you wish to place an Order for, you will not be able to enter into that Derivatives Transaction.

5.13 Order Acceptance.

When you place an Order, CBBM will review that Order and determine, based on a number of factors in its sole discretion, whether or not to accept or reject that Order.  If an Order is accepted by CBBM an open Derivative Transaction position will be reflected in your Coinax Bermuda Account and the Initial Margin posted for that Derivative Transaction will be locked to act as collateral for the Derivative Transaction.  If an Order is rejected by CBBM, you will be notified of that via your Coinax Bermuda Account, no open Derivative Transaction position will be reflected in your Coinax Bermuda Account, and the Initial Margin posted for that Order will become available to you again to use for an alternative Order.  Coinax Bermuda will not be liable for any loss suffered as a result of the non-execution of a Derivatives Transaction due to the Initial Margin not being posted.

5.14 Maintenance Margin.

Once you have entered into a Derivatives Transaction, in order to avoid “Liquidation” (i.e. your positions being closed via the Coinax Bermuda Platform to deleverage, in order to bring your Maintenance Margin above the required value), you must ensure that the balance of your Equity stays above the value of the Margin required to be maintained in your Coinax Bermuda Account to maintain your open Derivatives Transactions positions as the market moves (the “Maintenance Margin”). The Maintenance Margin required at any time to avoid Liquidation of your open Derivatives Transaction positions will be shown in your Coinax Bermuda Account, alongside the value of your Equity, to enable you to manage this. It is your responsibility to manage your Maintenance Margin and monitor it to avoid any Liquidation.  If you do not maintain your balance of Equity above the Maintenance Margin required at any time to support all your open Derivatives Transaction positions, CBBM may liquidate any open positions in that Account using its “Automatic Liquidation Algorithm”, as set out at Section 5.12.

5.15 Automatic Liquidation Algorithm.

CBBM will suspend any user that does not meet their Maintenance Margin Requirement and, using its Liquidation Algorithm, will select such open Derivatives Transaction positions for close-out as it deems necessary for the Account to meet or exceed the Maintenance Margin requirement. The Automatic Liquidation Algorithm will submit orders for your Account for an equal and opposite Derivatives Transaction position, with losses or gains resulting from applying the Automatic Liquidation Algorithm being for your account.

5.16 Close-out Margin.

Once you have entered into a Derivatives Transaction, in order to avoid “Auto-Deleveraging” (i.e. your positions being closed via the backstop liquidity providers that Coinax Bermuda maintains a relationship with), you must ensure that the balance of your Equity stays above the value of the Maintenance Margin requirement in relation to your Coinax Bermuda Account to avoid Auto-Deleveraging of your open Derivatives Transactions positions as the market moves (the “Close-out Margin”). The Close-out Margin required with respect to your open Derivatives Transaction positions will be shown in your Coinax Bermuda Account, alongside the value of your Equity, to enable you to manage this.  If you do not maintain your balance of Equity above the Close-out Margin required at any time to support all your open Derivatives Transaction positions), CBBM may liquidate any or all open Derivatives positions in that Account by transferring the earmarked Positions to one or more “Liquidity Support Providers” accordance with Section 5.17.

5.17 Liquidity Support Provision.

If you fail to meet your Close-out Margin requirement at any time, CBBM will suspend your access to your Coinax Bermuda Account, and, subject to Section 5.18 (Full Liquidation), transfer the necessary positions in the relevant Account to the Liquidity Support Providers in accordance with Section 5.19 (Liquidity Support Provider) until the Equity in your Account exceeds its Close-out Margin Requirement.

5.18 Full Liquidation.

If all Derivative Transaction positions in an Account have to be transferred to Liquidity Support Providers as the Equity in the Account is equal to or less than the Close-Out Margin requirement, then CBBM will (subject to Section 5.20 (Insurance Fund)):

(A) transfer the open Derivative Transaction positions to Liquidity Support Providers in accordance with Section 5.19 (Liquidity Support Provider); and

(B) transfer the Equity in your Account to the Liquidity Support Providers and the Insurance Fund.

5.19 Liquidity Support Provider.

Where you fail to meet your Close-out Margin requirement, CBBM will transfer your open Derivative Transaction positions to Liquidity Support Providers. CBBM may incentivise Liquidity Support Providers to participate in the Liquidity Support Provider programme by providing discounts from Fees and such other incentives as it may publish from time to time on the Site.

5.20 Insurance Fund.

CBBM will maintain an insurance fund (the “Insurance Fund”) on behalf of CBBM customers that enter into derivative trading transactions, designed to provide funding to cover any negative Equity positions that may occur in closing open Derivatives Transactions when the Digital Assets market is subject to periods of stress. It seeks to ensure that your Equity cannot become negative such that you become a debtor to the Coinax Bermuda Platform.  The Insurance Fund is funded by utilising excess collateral that arises from any transactions on the Coinax Bermuda Platform that have been subject to Auto-Deleveraging.  Whilst the Insurance Fund has been designed to operate even under periods of significant stress, CBBM cannot guarantee that the Insurance Fund will cover all shortfalls that may occur in exceptional unforeseen circumstances, and accordingly you agree that, if the Insurance Fund is depleted during a period of exceptional trading conditions, if you hold open positions at that time which are in profit, you may be subject to Liquidation solely to the extent necessary in order to fund shortfalls of other accounts that are in negative Equity. To the extent that you end up in a negative equity position (including but not limited to where such negative equity position is covered and made whole or partly whole by the Insurance Fund), these amounts will be owed by you to Coinax Bermuda as a debt for which Coinax Bermuda reserves the right to seek repayment. 

5.21 Auto-Deleverage.

If your open Derivatives Transaction positions cannot be transferred to Liquidity Support Providers on the basis that the Liquidity Support Provider fund is insufficient and provided that Section 5.20 (Insurance Fund) does not apply, a part of those Derivatives Transaction position(s) will be transferred to all other users in proportion.

SECURITY INTEREST

5.22

All Margin and all other Digital Assets, securities, cash, financial assets, security entitlements, general intangibles and other property delivered by you to the Coinax Bermuda Platform, including without limitation, in your Coinax Bermuda Account and any Locked Capital Account (“Collateral”) shall be held by CBBM, notwithstanding any provision or instructions to the contrary, as security on a continuous basis and shall be subject to a general lien and right of set-off in favour of Coinax Bermuda for any and all of your obligations, liabilities or monies whatsoever at any time now or hereafter owing, due, incurred or payable by you to Coinax Bermuda under this Agreement or otherwise, whether present or future, actual or contingent, solely or jointly or whether as principal or surety (“Obligations“). In addition, as continuing security for the Obligations, you hereby charge by way of first fixed charge and assign by way of security (the “Security Interest“), in favour of CBBM, all of your rights, title and interest in the Collateral.

5.23

Without prejudice to Coinax Bermuda’s rights under this Agreement (including, without limitation, CBBM’s rights pursuant to a Liquidation, Sections 5.26 – 5.31 below and/or the occurrence of any event giving Coinax Bermuda the right to terminate this Agreement under Section 9.1), you agree that CBBM shall have the right to sell, transfer, loan, hypothecate, rehypothecate or pledge any Collateral allocated to your Coinax Bermuda Account without first being instructed by you when enforcing its Security Interest.

5.24

Upon any such use of Collateral under Section 5.23, you have a right against CBBM for the delivery of equivalent assets of an identical amount, type, nominal value and description (“Equivalent Collateral”). Coinax Bermuda may deliver such Equivalent Collateral to you by crediting them to your Coinax Bermuda Account to be held subject to the terms of this Agreement, including, without limitation, Sections 5.22 – 5.25. Subject to your compliance with the Margin Requirements, CBBM will use commercially reasonable efforts to promptly return such Equivalent Collateral to your Coinax Bermuda Account.

5.25

The Security Interest is a continuing security and will remain in full force and effect notwithstanding any settlement, compromise or intermediate payment made in respect of your Obligations. Notwithstanding any other terms of this Agreement, no part of the Collateral may, unless and until your Obligations have been duly paid and discharged in full, be withdrawn, assigned or otherwise disposed of or encumbered except where you have requested and obtained CBBM’s prior consent.

5.26

For the purpose of perfecting and ensuring the first priority of the Security Interest and otherwise enabling CBBM to enjoy, exercise or enforce its rights, powers or discretions as a secured party you will, upon CBBM’s request and at your own expense, execute or cause to be executed all such transfers, assignments, powers of attorney, assurances, representations and warranties and other documents and do or cause to be done all such other acts and things as CBBM may reasonably request. You hereby irrevocably authorise and appoint, by way of security, CBBM as your attorney (with full power of substitution) to: (a) execute on your behalf and in your name or otherwise any such transfers, assignments, powers of attorney, assurances, representations and warranties and other documents; and (b) to do all such other acts and things on your behalf (whether you have performed those acts or things or not) and in your name or otherwise; in each case at such time and in such manner as CBBM thinks fit for the purpose of perfecting or enforcing the Security Interest as described above. You hereby ratify and confirm and agree to ratify and confirm anything that CBBM, as your attorney, does or purports to do in the exercise of the power of attorney granted by you under this Section 5.26.

5.27

If at any time the balance of your Equity falls below the Maintenance Margin, CBBM may enforce the Security Interest by means of Liquidation pursuant to Section 5.15 of this Agreement.

5.28

If at any time the balance of your Equity falls below the Close-out Margin, CBBM may enforce the Security Interest by means of Auto-Deleveraging pursuant to Sections 5.16 to 5.21 of this Agreement.

5.29

If at any time an Event of Default occurs with respect to you, CBBM may immediately enforce the Security Interest without notice or further demand.

5.30

In exercising its rights to enforce the Security Interest, CBBM shall be entitled, without notice or further demand, immediately to exercise all the rights, powers and remedies possessed by it according to law as chargee and assignee of the Collateral and to: (A) demand and receive all and any monies due under or arising out of the Coinax Bermuda Accounts; (B) exercise in relation to the Collateral all such rights as you were then entitled to exercise in relation to the Collateral or might exercise; and (C) apply, set-off or transfer all or any part of the Collateral in or towards the payment or other satisfaction of the Obligations or any part of them.

5.31

In exercising its rights to enforce the Security Interest and without limiting any other rights or remedies under this Agreement or under statute, you hereby irrevocably authorise CBBM to sell, appropriate or otherwise realise any and all Collateral and to apply the proceeds of sale in order to satisfy your Obligations in such order and manner as it thinks fit, including in or towards payment of all costs and expenses incurred by CBBM in connection with such sale or realisation. If CBBM exercises its right of appropriation to any Collateral it shall be entitled to determine its value in good faith and in a commercially reasonable manner.

5.32

USERS WHO DO NOT UNDERSTAND LEVERAGE OR MARGIN TRADING, OR DO NOT INTEND TO ACTIVELY MANAGE THEIR PORTFOLIO, SHOULD NOT ENGAGE IN DERIVATIVES TRANSACTIONS. FOR FURTHER INFORMATION ON HOW YOUR MARGIN REQUIREMENT  WORKS, SEE Coinax BERMUDA’S MARGIN POLICY.

5.33

Coinax BERMUDA AND ITS AFFILIATES DO NOT TAKE ANY RESPONSIBILITY WHATSOEVER FOR ANY LOSSES OR DAMAGE INCURRED AS A RESULT OF YOUR USE OF ANY DIGITAL ASSET DERIVATIVES SERVICES or DERIVATIVES SERVICES OFFERED ON THE PLATFORM OR YOUR FAILURE TO UNDERSTAND THE RISKS ASSOCIATED WITH DERIVATIVES TRANSACTIONS TRADING.

6. TRANSACTIONS LIMITS.

6.1 General.

Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors including how much leverage you are maintaining within your Coinax Bermuda Account and the balance of your Equity. We reserve the right to change applicable limits as we deem necessary.

6.2 Digital Asset Services.

The use of the Digital Asset Services is subject to a limit on the volume, stated in EUR, GBP or other fiat currency, USDC or other Digital Assets, you may transact or transfer in a given period (e.g. daily). Please see Appendix 1 (Verification Procedures and Limits) for further details. To view your limits, login to your Coinax Bermuda Account.

6.3 Digital Asset Derivatives Services.

The Digital Asset Derivatives Services are subject to certain specific restrictions on placing orders for new Digital Asset Derivatives Transactions as may be determined by CBBM from time to time, in order to ensure appropriate liquidity provision and to ensure appropriate risk management.  You agree that we may operate such restrictions as we see fit, acting reasonably.

6.4 Derivatives Services.

The Derivatives Services are subject to certain specific restrictions on placing orders for new Digital Asset Derivatives Transactions as may be determined by CBBM from time to time, in order to ensure appropriate liquidity provision and to ensure appropriate risk management.  You agree that we may operate such restrictions as we see fit, acting reasonably.

7. EVENT OF DEFAULT.

It shall be an “Event of Default” under this Agreement if:

7.1

he Margin with respect to your Coinax Bermuda Account falls below applicable Margin Requirements as prescribed by CBBM;

7.2

you have failed to comply with or perform any of your obligations hereunder, whether in respect of your  Coinax Bermuda Account, any Derivatives Transactions or otherwise,  and/or you have failed to comply with or perform any obligation under this Agreement or any other agreement with Coinax Bermuda relating to services provided by Coinax Bermuda to you (including without limitation your failure to make, when due, any payment or delivery required to be made by you under this Agreement,  this Agreement or otherwise);

7.3

any representation, warranty, agreement or undertaking made by you to Coinax Bermuda (whether under or in connection with this Agreement or any other material statement made by you in or in connection with the same is untrue, inaccurate, incomplete or misleading in any respect at the time when made by you or thereafter at any time becomes untrue, inaccurate, incomplete or misleading in any respect and you fail to inform Coinax Bermuda of the true position as soon as reasonably practicable;

7.4

In the event that you are an individual – you become deceased, bankrupt or commence action (or have any action commenced against you) to place you into bankruptcy or personal insolvency or you are otherwise unable to pay your debts as and when they fall due;

7.5

In the event that you are acting on behalf of a partnership – any of the partners thereof shall become deceased, bankrupt or commence action (or have any action commenced against them) to place them into bankruptcy or personal insolvency  or are otherwise unable to pay their debts as and when they fall due or if any action is commenced to dissolve the partnership;

7.6

In the event that you are a corporation or are acting on behalf of a corporation – the corporation shall be unable to pay its debts as and when they fall due, or action is commenced to place the corporation in insolvency, judicial management, receivership, administrative management, or any similar or analogous proceedings;

7.7

any investigation, claim, action or proceeding of any nature is commenced against you (including without limitation investigation into suspected market abuse, manipulation or other criminal conduct), you have breached Applicable Laws or steps are taken by any person to enforce any security interest against you;

7.8

a credible allegation of fraud, misconduct, embezzlement, money laundering, insider trading, market manipulation abuse or other material illegality, breach of regulation or impropriety is made against you (whether by Coinax Bermuda or a third party) or Coinax Bermuda otherwise reasonably believes that you have used the Digital Asset Derivatives Services or Additional Services with improper intent, which Coinax Bermuda, acting in good faith and a commercially reasonable manner,  believes could reasonably result in reputational harm to Coinax Bermuda, compromise the integrity of the markets maintained by Coinax Bermuda and/or result in losses being sustained by other users.

7.9

Coinax Bermuda reasonably believes that any of the circumstances set out under Sections 7.1 – 7.8 above are likely to happen and Coinax Bermuda also reasonably believes that any action described in Section 8 below is necessary, desirable or expedient to protect its interests or the interests of Coinax Bermuda’s other clients.

8. CONSEQUENCES OF AN EVENT OF DEFAULT.

In the Event of Default, CBBM may (but is not obliged to) immediately or any time thereafter whilst the Event of Default is continuing, do any one or more of the following without prior notice:

8.1

suspend (indefinitely or otherwise) cancel or terminate any Coinax Bermuda Account, any services provided to you and/or Coinax Bermuda’s broader relationship with you or prohibit you from opening any Coinax Bermuda Account and/or accelerate any and all of your liabilities to Coinax Bermuda (including any and all fees, interest, commission, and charges owed by you to Coinax Bermuda) so that they shall become immediately due and payable;

8.2

liquidate, accelerate, and/or close out any outstanding Transaction (including any Transaction which has yet to be settled on the date on which Coinax Bermuda terminates such Transaction) by determining its value in good faith and in its absolute discretion as of the date of such liquidation, acceleration or close-out as soon as practicable thereafter;

8.3

at such times and manner as Coinax Bermuda may reasonably determine based on, but not limited to, market conditions and portfolio health, sell or otherwise transfer any Digital Assets or other property which Coinax Bermuda may hold for you or which has been transferred to Coinax Bermuda by you and apply the proceeds to the discharge of your obligations, subject to Coinax Bermuda’s rights to set-off and net amounts owed as between you and Coinax Bermuda as set out under Section  2.14 of this Agreement or otherwise under this Agreement or Applicable Laws;

8.4

vary the applicable Margin Requirement and/or liquidate or exercise its power to sell the Margin or part thereof at a price which CBBM deems appropriate in the circumstances;

8.5

apply any amounts of whatsoever nature standing to your credit against any amounts which you owe Coinax Bermuda (of whatsoever nature and howsoever arising, including any contingent amounts), or generally to exercise Coinax Bermuda’s rights of netting and set-off as set out under Section 2.14 of this Agreement or otherwise under this Agreement or Applicable Laws;

8.6

demand any shortfall after the application of Section 8.5 above from you, or hold any excess pending full settlement of any other of your obligations, or pay any excess to you by way of any methods deemed appropriate by Coinax Bermuda;

8.7

restrict your ability to withdraw any Digital Assets from any Coinax Bermuda Account;

8.8

in the event that Coinax Bermuda determines that the user is in Event of Default under Section 7.8 of this Agreement, Coinax Bermuda reserves the right (without liability to the user or any third party) to unwind or reverse any Transactions, freeze any or all amounts allocated to user’s Coinax Bermuda Account, and/or deduct any amounts allocated to user’s Coinax Bermuda Account that relate to or arise out of any Transactions entered into by the user in connection with any of the circumstances referred to in Section 7.8.

8.9

To the extent permitted under Applicable Law, you will be responsible for the reasonable costs and expenses of collection of any unpaid deficiency in your Coinax Bermuda Account including, but not limited to, legal counsel’s fees incurred and payable or paid by Coinax Bermuda, and shall be responsible for any other reasonable costs and expenses incurred by Coinax Bermuda in exercising any of its rights under this Section 8 pursuant to any Event of Default.

9. SUSPENSION, TERMINATION, AND CANCELLATION.

9.1 Suspension, Termination and Cancellation.

We may: (a) refuse to complete, or place on hold, block, cancel or reverse a transaction you have authorised (even after funds have been debited from your Coinax Bermuda Account), (b) suspend, restrict, or terminate your access to any or all of the Coinax Bermuda Services, and/or (c) deactivate or cancel your Coinax Bermuda Account with immediate effect for good reason, including, but not limited to where:

• we are required by a governmental authority to do so;
• you fail to pay fees within 7 days of the due date;
• you are, or appear to be, unable to meet your obligations in respect of one or more trades;
• you are subject to an insolvency event of any type (as determined in our absolute discretion);
• you do not trade on Coinax Bermuda for three months;
• any investigation, claim, action or proceeding of any nature is commenced against you (including without limitation investigation into suspected market abuse, manipulation or other criminal conduct), you have breached Applicable Laws or steps are taken by any person to enforce any security interest against you;
• you are in breach of this Agreement; or
• we otherwise feel it is necessary in order to protect us or the Coinax Bermuda Platform.

9.2

We may also refuse to complete or block, cancel or reverse a transaction you have authorised where there is insufficient Digital Assets in your Digital Asset Wallet to cover the transaction and (where applicable) associated fees at the time that we receive notification of the transaction or if your credit or debit card or any other valid payment method linked to your Coinax Bermuda Account or Digital Asset Wallet is declined.

9.3

We reserve the right to take such measures as may be necessary to protect the integrity and security of Digital Assets and the Coinax Bermuda Services generally, including (but not limited to) temporarily suspending the Coinax Bermuda Services for a specified or indefinite period of time. Where it is practically and commercially feasible to do so, we will use our best efforts to provide you with notice of any such operational changes, however, such disruption may be a consequence of matters 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 If we are unable or refuse to complete any attempted transaction in circumstances where the Coinax Bermuda Services are suspended, we bear no liability for any purported or actual loss arising as a consequence of your inability to effect transactions during the time whereby the Coinax Bermuda Services (or your Account) are suspended.

9.4

If we suspend, restrict or close your Coinax Bermuda Account, and / or terminate your use of Coinax Bermuda Services, we will (unless it would be unlawful for us to do so) provide you with notice of our actions and the reasons for refusal, suspension or closure, and where appropriate, with the procedure for correcting any factual errors that led to the refusal, suspension or closure of your Coinax Bermuda Account. In the event that we refuse to complete a transaction and / or suspend your Coinax Bermuda Account we will lift the suspension or complete the transaction as soon as reasonably practicable once the reasons for refusal and / or suspension no longer exist. However, we are under no obligation to allow you to reinstate a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction.

Notwithstanding the foregoing, we may suspend, restrict, or terminate your access to any or all of the Coinax Bermuda Services and/or deactivate or cancel your Coinax Bermuda Account, without reason by giving you two months’ notice. You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your Coinax Bermuda Account, may be based on confidential criteria that are essential for the purposes of our risk management and security protocols.  You agree that Coinax Bermuda is under no obligation to disclose the details of its risk management and security procedures to you.

9.5

Consequences of Termination or Suspension. On termination of this Agreement for any reason, unless prohibited by applicable law or by any court or other order to which Coinax Bermuda is subject in any jurisdiction, you are permitted to access your Coinax Bermuda Account for ninety (90) days thereafter for the purposes of closing out Derivatives Transactions, and/or transferring Supported Digital Assets out of your Digital Asset Wallet(s) and/or out of the Coinax Bermuda Platform.

You are not permitted to use the Coinax Bermuda Services or your Coinax Bermuda Account for any other purposes during these periods and we may, at our discretion, limit the functionality of the Coinax Bermuda Platform or access to the Site for you accordingly. 

If we suspend or close your Coinax Bermuda Account or terminate your use of Coinax Bermuda Services for any reason, we reserve the right to require you to re-complete the procedures outlined at Section 3.2 (Identity Verification) before permitting you to transfer or withdraw Supported Digital Assets. You may close your Coinax Bermuda Account at any time by visiting: https://accounts.Coinax.com/profile/close. You will not be charged for closing your Coinax Bermuda Account, although you will be required to pay any outstanding amounts owed to us. You authorise us to cancel or suspend any pending transactions at the time of account closure.

9.6

Coinax Bermuda may discontinue or change any product, service, or feature, in its sole discretion, at any time. You agree that we may transfer you to a product or service that is reasonably similar to the discontinued or changed product or service, to the extent such product or service exists. We will provide you with prior notice of material changes, discontinuation, or the transfer related to a product, service, or feature, to the extent required or applicable.

10. LIABILITY.

10.1 Release of Coinax Bermuda.

If you have a dispute with one or more users of the Coinax Bermuda Services (other than Coinax Bermuda), you agree that neither we nor our affiliates or service providers, nor any of our respective officers, directors, agents, joint venturers, employees and representatives, will be liable for any claims, demands and damages (actual and consequential, direct or indirect) of any kind or nature arising out of or in any way connected with such disputes.

10.2 Indemnification.

You agree to indemnify us, our affiliates and service providers, and each of our, or their, respective officers, directors, agents, employees and representatives, in respect of any costs (including attorneys’ 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 this Agreement (including without limitation your breach of our Prohibited Use Policy or your violation of any law, rule or regulation, or the rights of any third party.

10.3 Limitations of Liability. 

Coinax Bermuda’s total aggregate liability to you for any individual claim or series of connected claims for losses (whether such losses are contingent, consequential or direct losses), costs, liabilities or expenses which you have suffered or may suffer arising out of, or in connection with, any breach by Coinax Bermuda of this Agreement shall be limited to a maximum aggregate value of the combined value of the Supported Digital Assets in your Digital Asset Wallet at the time of the breach by Coinax Bermuda giving rise to your claim. Where we are considering a specific claim relating to a specific transaction, this sum shall be further limited to the purchase / sale amount (as relevant) of the transaction in dispute.

10.4 Limitation of loss.

In addition to the liability cap at Section 10.3 (Limitations of Liability) above, in no event shall we, our affiliates or 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, whether direct or indirect, even if we are advised of or knew or should have known of the possibility of the same; or any damages arising out of or relating to Digital Assets that are not Supported Digital Assets. This means, by way of example only (and without limiting the scope of the preceding sentence), that if you claim that we failed to process a Digital Asset Transaction properly, your damages are limited to no more than the value of the Supported Digital Assets at issue in the transaction, or the total value of the Supported Digital Assets on deposit in your Coinax Bermuda Account(s), and that you may not recover for any “loss” of anticipated trading profits or for any actual trading losses made as a result of the failure to buy or sell the Supported Digital Assets;  
• 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, whether direct or indirect, 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; as well as and including but not limited to any losses or damages arising out of or relating to any inaccuracy, defect or omission of Digital Asset price data; any error, delay or interruption in the transmission of such data; viruses or other malicious software obtained by accessing our websites, software, systems operated by us or on our behalf or any of the Coinax Bermuda Services or any website or services linked to our websites; glitches, bugs, errors, or inaccuracies of any kind in our websites, software, systems operated by us or on our behalf or any of the Coinax Bermuda services; suspension or other action taken with respect to your Coinax Bermuda Account; and
• any loss or damage whatsoever which does not arise directly as a result of our breach of this Agreement (whether or not you are able to prove such loss or damage).

10.5 Applicable law.

The limitation of liability in this Section 10 (Liability) is subject to any obligations that we have under applicable law and regulation, including our obligation to exercise reasonable care and skill in our provision of the Coinax Bermuda Services. Nothing in this Agreement shall limit our liability resulting from our fraud or fraudulent misrepresentation, gross negligence, deliberate misconduct, for death or personal injury resulting from either our or our subcontractors’ negligence.

10.6 No Warranties.

The Coinax Bermuda Services, the Coinax Bermuda Platform and the Site are provided on an “as is” and “as available” basis, with no further promises made by us around availability of the Coinax Bermuda Services. Specifically, we do not give any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any promises that access to the Site, any of the Coinax Bermuda Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free.

Any materials, information, view, opinion, projection or estimate presented via the Site is made available by Coinax Bermuda for informational purposes only, and is subject to change without notice. You must make your own assessment of the relevance, timeliness, accuracy, adequacy, commercial value, completeness and reliability of the materials, information, view opinion, projection or estimate provided on the Site and/or the Site. Accordingly, no warranty whatsoever is given by Coinax Bermuda and no liability whatsoever is accepted by Coinax Bermuda for any loss arising whether directly or indirectly as a result of you acting on any materials, information, view, opinion, projection or estimate provided in or made available through the Site and/or the Site.

The Coinax Bermuda Services, Coinax Bermuda Platform and Site are not intended to provide specific investment, tax or legal advice or to make any recommendations about the suitability of any investments or products for any particular investor. You should seek your own independent financial, legal, regulatory, tax or other advice before making an investment in the investments or products. In the event that you choose not to seek advice from a relevant adviser, you should consider whether the investment or product is suitable for you.

We will make reasonable efforts to ensure that Digital Asset Transactions, requests for debits and credits involving Digital Asset Wallets, bank accounts, credit and debit cards are processed in a timely manner but Coinax Bermuda makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control. We will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and cheque issuances are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.

Except for the express statements set forth in this Agreement, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to your use and access of the Coinax Bermuda Services and Site.

10.7 No Liability for Breach.

We are not liable for any breach of the Agreement, including delays, failure in performance or interruption of service, where they arise directly or indirectly from abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all effects to the contrary, nor are we liable where the breach is due to the application of mandatory legal rules.

11. SITE AVAILABILITY AND ACCURACY.

11.1 Access & Availability.

Access to Coinax Bermuda Services may become degraded or unavailable during times of significant volatility or volume. This could result in limitations on access to your Coinax Bermuda Account or the Coinax Bermuda Services, including the inability to initiate or complete transactions and may also lead to support response time delays.

• although we strive to provide you with excellent service, we do not guarantee that the Site or other Coinax Bermuda Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open or that your Coinax Bermuda Account will be accessible; and
• please note that our customer support response times may be delayed, including during times of significant volatility or volume, especially for non-trust and safety issues.

Under no circumstances shall Coinax Bermuda be liable for any alleged damages from or arising out of service interruptions, delays in processing transactions, inability to execute transactions, or lack of timely response from Coinax Bermuda customer support.  For example, if you are locked out of your Coinax Bermuda Account, it is possible that the price of Digital Assets in your account might go down before your access is restored.  Coinax Bermuda shall not be liable for any alleged losses that you suffer from a drop in Digital Asset prices.

11.2 Website Accuracy.

Although we intend to provide accurate and timely information on the Site, the Site (including, without limitation, the Content (as defined below)) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors.

In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site are your sole responsibility and we shall have no liability for such decisions.

Links to third party materials (including without limitation any websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any such third party materials accessible or linked to from the Site.

12. CUSTOMER FEEDBACK, QUERIES, COMPLAINTS, AND DISPUTE RESOLUTION.

12.1 Contact Coinax Bermuda.

If you have any feedback, questions, or complaints, contact us via our customer support team where available or our customer support webpage at https://help.Coinax.com .

12.2 Complaints.

If you have a complaint with Coinax Bermuda, you agree to first contact our customer support team where available to attempt to resolve such complaint.  If we cannot resolve the complaint through our customer support team where available, you and we agree to use the complaints process set out in this Section 12.2.  You agree to use this process before commencing any action as set out in Section 12.4.  If you do not follow the procedures set out in this Section 12.2 before pursuing action under Section 12.4, we shall have the right to ask the relevant court/authority to dismiss your action/application unless and until you complete the following steps:

In the event of a complaint which has not been resolved through your contact with our customer support team where available, please use our complaint form to set out the cause of your complaint, how you would like us to resolve the complaint and any other information you believe to be relevant. The complaint form can be found at https://help.Coinax.com/en/contact-us/submit-a-complaint.  We will acknowledge receipt of your complaint form after you submit it. The complaints process set out in this Section 12.2 is completed when Coinax Bermuda responds to your complaint or forty-five (45) business days after the date we receive your complaint, whichever occurs first.

Any offer of resolution made to you will only become binding on us if accepted by you. An offer of resolution will not constitute any admission by us of any wrongdoing or liability regarding the subject matter of the complaint. 

12.3

If we have not been able to resolve your complaint via the complaint process set out in Section 12.2 above, you may escalate your complaint via the dispute processes set out in Section 12.4 below.

12.4

Both you and we agree that we shall not commence the dispute process set out in this Section 12.4 in relation to the whole or part of your complaint until the complaint process set out in Section 12.2 has been completed, although nothing in Section 12.2 or in this Section 12.4 shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction.  For complaints or disputes arising out of or in connection with this Agreement or the provision of Coinax Bermuda Services, the Coinax Bermuda Platform or the Site (the “Dispute“), that cannot be resolved via the complaint process set out in Section 12.2 above, the following dispute resolution process shall apply:

12.4.1

The Dispute shall be referred to and finally resolved by arbitration under the UNCITRAL Arbitration Rules (the “Rules“) by a single arbitrator appointed in accordance with those Rules. The Rules are deemed to be incorporated by reference into this section. In the event that the parties are unable to agree on the choice of presiding arbitrator, then the presiding arbitrator shall be appointed by the Appointment Committee of the Chartered Institute of Arbitrators Bermuda Branch.

12.4.2

The parties agree that the Bermuda International Conciliation and Arbitration Act 1993 (the “1993 Act”) shall apply to any arbitration commenced pursuant to this section. The seat, or legal place, of the arbitration shall be Hamilton, Bermuda and the language to be used in the arbitration shall be English. 

12.4.3 

The arbitral tribunal shall have the power to direct that all costs (including reasonable legal fees) of the arbitration, as determined by the arbitral tribunal and set forth in the arbitral tribunal’s award, shall be paid according to the fault of the parties in accordance with the 1993 Act.

12.4.4 

Unless the parties expressly agree in writing to the contrary, the parties undertake as a general principle to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain – save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority.

12.4.5 

The award of the arbitrators shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.

13. DATA PROTECTION. 

13.1 Personal Data.

You acknowledge that we may process personal data in relation to you (if you are an individual), and personal data that you have provided (or in the future provide) to us in relation to your employees and other associated individuals (if you are not an individual), in connection with this Agreement, or the Coinax Bermuda Services. We will process this personal data in accordance with the Privacy Policy, which shall form part of this Agreement. Accordingly, you represent and warrant that:

• your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and such data are accurate, up to date and relevant when disclosed;
• before providing any such personal data to us, you acknowledge that you have read and understood our Privacy Policy, a copy of which is available here: Privacy Policy, and, in the case of personal data relating to an individual other than yourself, have (or will at the time of disclosure have) provided the individual with a copy of, or directed the individual towards a webpage containing that Privacy Policy (as amended from time to time); and
• if from time to time we provide you with a replacement version of the Privacy Policy, you will promptly read that notice and provide updated copies of the Privacy Policy to, or re-direct towards a webpage containing the updated Privacy Policy, any individual whose personal data you have provided to us.

14. SECURITY.

14.1 Password Security.

In order to access Coinax Bermuda Services, you will be required to create or will be given security details, including a username and password. You are responsible for keeping the electronic device through which you access Coinax Bermuda Services safe and maintaining adequate security and control of any and all security details that you use to access the Coinax Bermuda Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of such electronic device and ensuring that such electronic device is both encrypted and password protected.

Any loss or compromise of your electronic device or your security details may result in unauthorised access to your Coinax Bermuda Account by third-parties and the loss or theft of any Digital Assets and/or funds held in your Coinax Bermuda Account and any associated accounts, including your linked bank account(s) and credit card(s). You must keep your security details safe at all times. For example, you should not write them down or otherwise make them visible to others.

You should never allow remote access or share your computer and/or computer screen with someone else when you are logged on to your Coinax Bermuda Account. Coinax Bermuda will never under any circumstances ask you for your passwords, or 2-factor authentication codes or to screen share or otherwise seek to access your computer or account. You should not provide your details to any third party for the purposes of remotely accessing your account. Always log into your Coinax Bermuda Account through the Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of Coinax Bermuda. We further assume no responsibility for your failure to follow the requirements set out in this Section 14.1, or follow or act on any notices or alerts that we may send to you.

14.2 Authentication and Verification.

In order to access Coinax Bermuda Services users are required to provide an email address and create a password. Coinax Bermuda offers two-factor authentication via a user’s mobile device (Short Message Service (“SMS”) or a supported Time-based One Time Password application. A verified phone number is required to enable two-factor authentication via SMS. Users are responsible for keeping electronic devices through which Coinax Bermuda Services are accessed safe and maintaining adequate security and control of any and all security details that are used to access the Coinax Bermuda 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 password protected. Any loss or compromise of personal electronic devices or security details may result in unauthorised access of a user’s Coinax Bermuda Account by third-parties and the loss or theft of any Digital Assets and/or funds held in your Coinax Bermuda Account and the misuse of any associated accounts, including linked bank account(s) and credit/debit card(s).

14.3 Security Breach.

If you suspect that your Coinax Bermuda Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and / or Coinax Bermuda (collectively, a “Security Breach”), you must:

• notify Coinax Bermuda Support immediately via and follow the instructions at: https://help.CoinaxBermuda.com/en/CoinaxBermuda/privacy-and-security/account-compromised/my-account-was-compromised;
• provide accurate and up to date information throughout the duration of the Security Breach; and
• you must take any steps that we reasonably require to reduce or manage any Security Breach.

Prompt reporting of a Security Breach does not guarantee that Coinax Bermuda will reimburse you for any losses suffered or be liable to you for any losses suffered as a result of the Security Breach.

14.4 Safety and Security of Your Computer and Devices.

Coinax Bermuda is not liable for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us.

15. GENERAL.

15.1 Your Compliance with Applicable Law.

You must comply with all applicable laws, regulations, licensing requirements and third party rights (including, without limitation, data privacy laws and anti-money laundering and anti-terrorist financing laws) in your use of the Coinax Bermuda Services, the Coinax Bermuda Platform and the Site.

15.2 Limited Licence.

All content included in or made available through the Coinax Bermuda Services, the Site or any related content materials and information such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software (“Content”) is the property of the Coinax Bermuda Group or its content providers and protected by United States and international copyright and intellectual property law.  We grant you a limited, non-exclusive, non-transferable licence, subject to the terms of this Agreement, to access and use the Coinax Bermuda Services, the Site, and Content solely for approved purposes as permitted by us from time to time. Any other use of the Coinax Bermuda Services, the Site or Content is expressly prohibited and all other right, title, and interest in the Site or Content is exclusively the property of Coinax Bermuda and its licensors.  You agree not to copy, transmit, distribute, sell, licence, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part.

“International.Coinax.com”, and the following non-exhaustive list, including Coinax, Coinax Logo, C Logo, Coinax International Exchange, Coinax Advanced Trade, ROSETTA, COSTA, SKEW, TOSHI, Coinax One, Coinax Cloud and BISON TRAILS; and without limitation, any graphics, logos, button icons, and service names included in or made available through any Content, and all logos related to the Coinax Bermuda Services or displayed on the Site are trademarks or trade dress of Coinax Bermuda or its licensors. You may not copy, imitate or use them without our prior written consent for any purpose, including, without limitation, in: connection with any product or service that is not authorised by Coinax Bermuda; any manner that is likely to cause confusion among customers; or a way that disparages or discredits Coinax Bermuda.

15.3 Export Controls & Sanctions.

Your use of the Coinax Bermuda Services and the Site is subject to applicable law including but not limited to export restrictions, end-user restrictions, antiterrorism laws, and economic sanctions. By sending, receiving, buying, selling, trading or storing Digital Assets through the Site or Coinax Bermuda Services, you agree that you will comply with all applicable law. You are not permitted to acquire Digital Assets or use any of the Coinax Bermuda Services through the Site if doing so would, directly or indirectly, violate applicable law, which include but are not limited to those promulgated by relevant law specific to that jurisdiction, the United Nations Security Council, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”, including but not limited to the Specially Designated Nationals (“SDN”) List and other non-SDN restricted or blocked parties lists), the European Union, the United Kingdom, and/or any other applicable national, regional, provincial, state, municipal or local laws and regulations (each as amended from time to time). You also acknowledge and agree to hold Coinax Bermuda harmless for any losses caused by delays or refusals to process a transaction that result from Coinax Bermuda’s obligation to ensure compliance with applicable export controls or sanctions.

15.4 Relationship of the Parties.

Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you or Coinax Bermuda, or authorise you to act as an agent of Coinax Bermuda.

15.5 Privacy of Others.

If you receive information about another user through the Coinax Bermuda Services, you must keep the information confidential and only use it in connection with the Coinax Bermuda Services. You may not disclose or distribute a user’s information to a third party or use the information except as reasonably necessary to carry out a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user’s express consent to do so. You may not send unsolicited communications to another user through the Coinax Bermuda Services.

15.6 Contact Information.

You are responsible for keeping your contact details (including your email address and telephone number) up to date in your Coinax Bermuda Account profile in order to receive any notices or alerts that we may send to you (including notices or alerts of actual or suspected Security Breaches). Please see Appendix 2 for more detail in relation to how we will communicate with you.

15.7 Taxes.

The tax treatment of Digital Asset Transactions is uncertain, and it is your responsibility to determine what taxes, if any, arise from transactions using Coinax Bermuda Services under this Agreement. Users are solely responsible for reporting and paying any applicable taxes arising from transactions using Coinax Bermuda Services, and acknowledge that Coinax Bermuda does not provide investment, legal, or tax advice governing these transactions. You understand that Coinax Bermuda may report information with respect to your transactions, payments, transfers, or distributions made by or to you with respect to your activities using Coinax Bermuda Services to a tax or governmental authority to the extent such reporting is required by applicable law. Coinax Bermuda also shall withhold taxes applicable to your transactions or to payments or distributions made or deemed made to you to the extent such withholding is required by applicable law. From time to time, Coinax Bermuda shall ask you for tax documentation or certification of your taxpayer status as required by applicable law, and any failure by you to comply with this request in the time frame identified may result in withholding and/or remission of taxes to a tax authority as required by applicable law. You should conduct your own due diligence and consult your own tax advisors before making any decisions with respect to Digital Asset Transactions.

15.8 Unclaimed Property.

If we hold Supported Digital Assets on your behalf, and have no record of your use of the Coinax Bermuda Services for several years and are unable to contact you, applicable law may require us to deliver any such Supported Digital Assets to the authorities in certain jurisdictions as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

15.9 Death of Account Holder.

For security reasons, if we receive legal documentation confirming your death or other information leading us to believe you have died, we will freeze your Coinax Bermuda Account and during this time, no transactions may be completed until: (i) your designated executor / trustee has opened a new Coinax Bermuda Account or informed Coinax Bermuda about another, existing, Coinax Bermuda Account in their name, as further described below, and the entirety of your Coinax Bermuda Account has been transferred to such new account, or (ii) we have received proof in a form satisfactory to us that you have not died. If we have reason to believe you may have died but we do not have proof of your death in a form satisfactory to us, you authorise us to make inquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have died. Upon receipt by us of proof satisfactory to us that you have died, in order to gain access to the contents your Coinax Bermuda Account, the executor / trustee you have designated in a valid Will or similar testamentary document will be required to open a new Coinax Bermuda Account or inform Coinax Bermuda of another, existing Coinax Bermuda Account in their name to which the entirety of the funds in your Coinax Bermuda Account shall be transferred. If you have not designated an executor / trustee, then we reserve the right to (i) treat as your executor / trustee any person entitled to inherit your Coinax Bermuda Account, as determined by us upon receipt and review of the documentation we, in our sole discretion, deem necessary or appropriate, including (but not limited to) a Will or similar document, or (ii) require an order designating an executor / trustee from a court having competent jurisdiction over your estate. In the event we determine, in our sole discretion, that there is uncertainty regarding the validity of the executor / trustee designation, we reserve the right to require an order resolving such issue from a court of competent jurisdiction before taking any action relating to your Coinax Bermuda Account.

15.10 Entire Agreement.

This Agreement (including documents incorporated by reference herein, including the Privacy Policy, the Cookie Policy, the Prohibited Use Policy and Appendices) comprise the entire understanding and agreement between you and Coinax Bermuda as to the subject matter hereof, and it supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement) between you and Coinax Bermuda.

15.11 Interpretation.

Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement.

15.12 Transfer and Assignment.

This Agreement is personal to you and you cannot transfer or assign your rights, licenses, interests and/or obligations to anyone else. We reserve the right to assign our rights without restriction (except to the extent of any notice requirement under applicable law), including without limitation, by way of assignment between CBBM and CBSL or to any Coinax Bermuda affiliates or subsidiaries, or to any successor in interest of any business associated with the Coinax Bermuda Services.  In the event that either or both of CBBM or CBSL is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, amalgamation, acquisition, sale, or other change of control. You reserve the right to terminate the agreement with immediate effect in the event we transfer and/or assign the Agreement.  Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns. 

15.13 Security Interests.

You must not create security over your Digital Assets unless you have obtained our prior approval in writing.

15.14 Invalidity.

If any provision of this Agreement is determined to be invalid or unenforceable under any applicable law, this will not affect the validity of any other provision. If any provision is found unenforceable, the unenforceable provision will be severed, and the remaining provisions will be enforced.

15.15 Enforcement of Our Rights.

We may not always strictly enforce our rights under this Agreement. If we do choose not to enforce our rights at any time, this is a temporary measure and we may enforce our rights strictly again at any time.

15.16 Language.

This Agreement and any information or notifications that you or we are to provide should be in English. Any translation of this Agreement or other documents is provided for your convenience only and may not accurately represent the information in the original English. In the event of any inconsistency, the English language version of this Agreement or other documents shall prevail.

15.17 Change of Control.

In the event that Coinax Bermuda is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you and our relationship with you (including this Agreement) as part of such merger, amalgamation, acquisition, sale, or other change of control.

15.18 Survival.

All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, the Sections relating to suspension or termination, Coinax Bermuda Account cancellation, debts owed to Coinax Bermuda, general use of the Coinax Bermuda Platform or Site, disputes with Coinax Bermuda, and general provisions will continue to be binding and operate after the termination or expiration of this Agreement.

15.19 Governing Law.

This Agreement and the relationship between us shall be governed by the laws of Bermuda, subject to any local mandatory law, or rights available to Consumers.

APPENDIX 1: VERIFICATION PROCEDURES AND LIMITS

Coinax Bermuda uses multi-level systems and procedures to collect and verify information about you in order to protect Coinax Bermuda and the community from fraudulent users, and to keep appropriate records of Coinax Bermuda’s customers. Your access to one or more Coinax Bermuda Services or the Coinax Bermuda Platform, and limits imposed on your use of Coinax Bermuda Services (including but not limited to daily or weekly conversion limits, deposit, withdrawal and trading limits for Coinax Bermuda Pro and/or Advanced Trading, instant buy limits, Digital Asset Wallet transfer limits, and limits on transactions from a linked payment method), and any changes to such limits from time to time,  may be based on the identifying information and/or proof of identity you provide to Coinax Bermuda.

Coinax Bermuda may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use any Coinax Bermuda Services and/or before permitting you to engage in transactions beyond certain volume limits. You may determine the volume limits associated with your level of identity verification by visiting your account’s ‘Limits’ page on the Site.

You may submit a request at https://help.Coinax.com/international-exchange to request larger limits. Coinax Bermuda will require you to submit to Enhanced Due Diligence. Additional fees and costs may apply, and Coinax Bermuda does not guarantee that we will raise your limits.

APPENDIX 2: COMMUNICATIONS

1. Electronic Delivery of Communications.

You agree and consent to receive electronically all communications including social media communications, agreements, documents, notices and disclosures (collectively, “Communications“) that we provide in connection with your Coinax Bermuda Account and your use of Coinax Bermuda Services. Communications include:

(A) terms of use and policies you agree to (e.g. the Agreement and Privacy Policy), including updates to these agreements or policies;

(B) account details, history, transaction receipts, confirmations, and any other account or transaction information;

(C) legal, regulatory, and tax disclosures or statements we may be required to make available to you; and

(D) responses to claims or customer support inquiries filed in connection with your Coinax Bermuda Account.

Unless otherwise specified in this Agreement, we will provide these Communications to you by posting them on the Site, emailing them to you at the primary email address listed in your Coinax Bermuda Account, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification, and you agree that such Communications will constitute sufficient notice of the subject matter therein.

2. How to Withdraw Your Consent.

You may withdraw your consent to receive Communications electronically by contacting intx.enquiries@Coinax.com . If you fail to provide or if you withdraw your consent to receive Communications in the specified manner, Coinax Bermuda reserves the right to immediately close your Coinax Bermuda Account or charge you additional fees for paper copies of the Communications.

3. Updating your Information.

It is your responsibility to provide us with a true, accurate and complete email address and your contact information, and to keep such information up to date. You understand and agree that if Coinax Bermuda sends you an electronic Communication but you do not receive it because your primary email address you have provided is incorrect, out-of-date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Coinax Bermuda will be deemed to have provided the Communication to you.

You may update your information by logging into your Coinax Bermuda Account and visiting settings or by contacting intx.enquiries@Coinax.com .

APPENDIX 3: ADDITIONAL SERVICES

1. USDC Rewards

USDC IS NOT LEGAL TENDER OR CURRENCY. USDC IS A SUPPORTED DIGITAL ASSET AND Coinax HAS NO RIGHT TO USE ANY USDC IN YOUR Coinax BERMUDA ACCOUNT. Coinax IS NOT A DEPOSITORY INSTITUTION, AND YOUR USDC WALLET IS NOT A DEPOSIT ACCOUNT.

1.1 Definitions.

“Daily Balance Method” means the application of the daily USDC Rewards Rate in Coinax’s sole discretion to the calendar day average of USDC held in your USDC Wallet each day, as determined by Coinax in its sole discretion.

“Bermuda Platform Balance” means the aggregate balance of USDC across your eligible Digital Asset Wallets on the Coinax Bermuda Platform as determined by Coinax Bermuda in its sole discretion.

“Eligibility Criteria” means the criteria specified by Coinax Bermuda to be eligible for the Program, as published by Coinax Bermuda from time to time and subject to change as set forth below.

“Month” and “Monthly” as the context requires, means a full calendar month.

“USDC” means (a) the ERC-20 token USDC, a USD-backed cryptocurrency stablecoin operated by Circle Internet Financial, LLC, or (b) any successor digital asset capable of redemption for corresponding value in fiat U.S. Dollars, in each case solely on the blockchain networks supported by the Program as determined in Coinax’s sole discretion.

“USDC Rewards” shall have the meaning set forth in Section 1.3(a)(i).

“USDC Rewards Rate” means the annual rate of rewards earned on your Bermuda Platform Balance, which does not reflect compounding, as established by Coinax Bermuda from time to time.

1.2 Non-institutional Clients.

• Eligibility. If you are eligible and you are not an institutional client (the eligibility for which is set out in Section 1.3 below), you can earn rewards for holding USDC in your Coinax Bermuda Account. So long as you hold at least $1 of USDC in your Coinax Bermuda Account, you will automatically earn amounts of USDC as described below in the “Calculation” section (“Non-institutional USDC Rewards”). If at any time you do not hold at least $1 of USDC in your Coinax Bermuda Account, your enrollment in USDC Rewards will be paused until such time that you do hold at least $1 of USDC in your Coinax Bermuda Account. During such period you will retain all USDC Rewards previously accrued but not yet distributed. Such accrued rewards will be distributed as described below in the “Calculation” section. If at any time you are deemed ineligible, your enrolment in USDC Rewards will be similarly paused. You can opt-out of, or back into, USDC Rewards at any time by following the instructions here. If you opt-out of USDC Rewards or close your Coinax Bermuda Account, you will forfeit the rewards you have accrued (that are not yet distributed for the current calendar month) up to that time.
• Calculation. Non-institutional USDC Rewards are earned on a daily basis in the form of USDC at the then current USDC Rewards Rate. Our current USDC Rewards Rate for non-institutional client rewards can be found here. Our current USDC Rewards Annual Percentage Yield, which includes the effect of monthly compounding, can be found here and here. Rewards earned in a particular month are airdropped into your Coinax USDC wallet within five (5) business days after the start of the next calendar month. USDC Rewards distributed to you are rounded-down to the nearest sixth decimal place. We use the Daily Balance Method to determine the rewards you earn for a particular day, using your average balance of USDC on that specific day as that day’s balance. The rate used to determine rewards earned for a particular day is the then current USDC Rewards Rate divided by 365. The rate of Rewards for non-institutional customers is subject to change in accordance with Section 1.4(a) below.

1.3 Institutional Clients.

Institutional clients are able to earn USDC Rewards subject to additional eligibility criteria as defined below.

1.3.1 Eligibility.

• Following the Date of this Agreement and provided that you meet one or more Eligibility Criteria for such Month (calculated on a blended basis),  you  will  be  eligible  to  earn  rewards  on  the  amount  of  USDC  held  in  your Bermuda Platform Balance in amounts of USDC, as described in Section 1.3.2 below (such rewards, the “USDC Rewards”).
• In the event you fail to meet any Eligibility Criteria in any Month (as calculated on a blended basis), (i) your enrolment in the Program will be paused until such time that you meet one or more Eligibility Criteria, and (ii) you shall not earn any USDC Rewards for such Month. During such period, you will retain all USDC Rewards previously accrued but not yet distributed.
• You may opt-out of, or back into, the Program at any time by providing email notice to Coinax Bermuda in accordance with the terms of the Agreement. In the event the Agreement is terminated for any reason or you opt-out of the Program, you will forfeit any rewards that have accrued but have not yet been distributed at that time.
• If at any time Coinax Bermuda in its sole discretion deems you to be ineligible for the Program, your enrolment in the Program will be suspended and Coinax Bermuda will provide email notice or other written notice within the Coinax Bermuda Platform interface of such enrolment suspension to you in accordance with the terms of the Agreement.

1.3.2 Calculation.

• Following the end of each Month, Coinax Bermuda will assess whether you have met one or more Eligibility Criteria, as determined on a blended basis over the course of such Month. Meeting one or more Eligibility Criteria shall determine your USDC Rewards Rate for such Month, as further detailed in the Eligibility Criteria.
• Following the determination of your USDC Rewards Rate for such Month, Coinax Bermuda shall calculate your USDC Rewards earned on a daily basis by applying such USDC Rewards Rate to your daily Bermuda Platform Balance for each day of such Month. The rate used to determine USDC Rewards earned for a particular day is the then applicable USDC Rewards Rate divided by 365.
• Coinax Bermuda shall make commercially reasonable efforts to credit USDC Rewards earned in a particular Month to your Digital Asset Wallet within ten (10) business days after the start of the next Month, but in no event will such USDC Rewards be credited later than thirty (30) days after the start of the next Month. USDC Rewards are rounded down to the nearest sixth decimal place.

1.4 Changes.

(a) Non-institutional USDC Rewards Changes. We reserve the right to change the USDC Rewards Rate Annual Percentage Yield at any time by notification here and  by other reasonable means of notice (including e-mail). Unless otherwise stated in the notice, no change will be effective until the first day of the calendar month after such notice is made. We reserve the right to add, change, or delete any provision of these terms and to terminate the USDC rewards program, or your participation in the program, at any time upon notice made in the same manner.

(b) Institutional USDC Rewards Changes. We reserve the right to change the USDC Rewards Rates and/or the Eligibility Criteria at any time by email notice or other written notice within the Coinax Bermuda Platform interface to you. Coinax Bermuda reserves the right to add, change, or delete any provision of these terms and to terminate the Program, or your participation in the Program, at any time upon notice made in the same manner.

2. Staking Services provided by CBSL

2.1 General.

When you hold Supported Digital Assets with CBSL you may be given the option to “stake” these assets in a third party proof of stake network via staking services provided by CBSL. In a proof of stake network, transaction validators are chosen using a formula based on the amount of underlying Supported Digital Asset staked by the validator as opposed to computing power (i.e., proof of work). Please visit our staking information page for further details on how proof of stake works. Staking services are not available for Supported Digital Assets held on CBSL Pro. By using these staking services you accept the terms for such services as set out in this Section 1 to this Appendix 3.

2.2 Staking Service is Optional.

Staking services may be made available to you by default for Supported Digital Assets where staking functionality is available from CBSL. YOU ARE NOT REQUIRED TO STAKE WITH CBSL AND YOU CAN OPT-OUT OF ANY DEFAULT CBSL STAKING SERVICES AT ANY TIME. FOR MORE INFORMATION VISIT THE HELP CENTER. Unless otherwise specified, if you opt-out of staking services, you can opt back in at any time.

2.3 The Service; Rewards; Commission; Limitations.

(a) If you stake your assets with us, CBSL, or one of its affiliates, will facilitate the staking of those assets on your behalf, by acting as a transaction validator on the applicable network for the Supported Digital Asset you stake. If CBSL or one of its affiliates successfully validates a block of transactions in that Supported Digital Asset, you may earn a reward granted by that Supported Digital Asset network. Rewards are determined by the protocols of the applicable network. If the applicable network distributes any rewards in unstaked form, CBSL will use commercially reasonable efforts to restake those rewards. Rewards will be credited to your account by taking into account the amount of your principal and previously accrued rewards that remain staked with CBSL. CBSL will credit your account for any earned rewards after receipt by CBSL, minus a commission. The current commission for each Supported Digital Asset can be found in the Help Center. CBSL may change these rates at its discretion and without notice. CBSL may also offer lower commissions for certain Supported Digital Assets on a promotional basis, and these promotional commissions may differ among CBSL users at our discretion. Some Digital Asset networks subject staked assets to “slashing” if the transaction validator representing those assets incorrectly validates a transaction. CBSL will use commercially reasonable efforts to prevent any staked assets from slashing; however, in the event they are, unless otherwise provided in this Agreement, CBSL will promptly replace your assets at no additional cost. (b) Some Digital Asset networks require that a certain amount of staked assets be locked (restricted from sale or transfer) for a certain period of time while staking.  In some cases, withdrawal of staked assets may be delayed as a result of protocol unstaking periods or network conditions.

2.4 No Guarantee of Rewards.

You have no right to a reward until it is received by CBSL. Rewards will be distributed to your account promptly after they are received by CBSL. Unless otherwise specified, the “staking rewards rate” disclosed by CBSL for a particular Supported Digital Asset is an annualized historical rate based on the staking rewards generated by CBSL in providing staking services to CBSL customers for that Supported Digital Asset, minus our commission. This rate is an estimate and changes over time. CBSL DOES NOT GUARANTEE THAT YOU WILL RECEIVE STAKING REWARDS, ANY SPECIFIC STAKING REWARD, OR ANY STAKING RETURN OVER TIME, INCLUDING THE STAKING REWARDS RATES.

2.5 Governance and Voting.

For certain Digital Assets, the underlying protocols offer stakers the ability to vote on matters related to the governance of protocol-level issues. CBSL may or may not support voting for such assets, and may cease supporting voting at any time in its discretion. CBSL will comply with your instruction to vote your Supported Digital Assets to the extent CBSL or its affiliate supports voting for such Supported Digital Assets in your jurisdiction. In certain cases, CBSL may vote on your behalf where CBSL or the applicable protocol does not support delegated voting; in those instances, CBSL will vote with the protocol’s recommendation.

2.6 Tax.

The tax treatment of certain Digital Asset Transactions is uncertain, and it is your responsibility to determine what taxes, if any, arise from these transactions. Users are solely responsible for reporting and paying any applicable taxes arising from staking through CBSL staking services and all related transactions (e.g., any exchange or sale of your staked ETH), and acknowledge that CBSL does not provide investment, legal, or tax advice to you in connection with such election to participate. You should conduct your own due diligence and consult your advisors before making any investment decision including whether to participate in ETH staking and related transactions.

2.7 Ethereum Staking.

Supplemental to the terms outlined above, the following terms apply to staking your ETH through the CBSL staking services.

2.8

In the event of a conflict between the terms contained in this section and anything else in this Agreement, the terms in this section will govern:

Eligibility. Users who wish to stake ETH through CBSL must meet certain requirements, as set forth here.  These requirements are subject to change.

Lockup Period. If you choose to stake your ETH, your ETH will be pledged for staking and will become locked on the Ethereum protocol until Phase 1.5 of the Ethereum network upgrade is completed.  CBSL has no control over the duration of or end date for the lockup period, which will ultimately be determined by the success of the update to the Ethereum network.  Unlike other staking services provided through CBSL, you will be unable to “Opt Out” of ETH staking once you’ve staked your assets.  CBSL will not refund or replace any ETH you wish to unstake.  Unless otherwise stated on the CBSL interface or provided below, you will not be able to trade, transfer or otherwise access your staked ETH during the lockup period.

No Guarantee of Success of Network Upgrade. CBSL makes no guarantees that the upgrade to the Ethereum network will be successful, and you understand that if the network upgrade ultimately fails, you may lose all, or a portion of, your staked ETH.  CBSL is not be responsible for any ETH lost due to a network upgrade failure.

Ethereum Staking Rewards. Any rewards earned while staking your ETH through CBSL will, unless otherwise stated, remain locked onchain until Phase 1.5 of the Ethereum network upgrade is completed.  ETH staking rewards reflected in your account prior to the completion of Phase 1.5 of the Ethereum network upgrade are an estimate based on a combination of reward rates and the period of time for which you’ve staked your ETH (minus any CBSL fees).  Rewards will be reflected in your account, but may not be actually credited until the end of the lockup period.  Unless otherwise stated, you will not be able to trade, transfer, or otherwise  access your ETH staking rewards during the lockup period.

Slashing Penalties. Staking ETH means your staked assets can be subject to “slashing” by the Ethereum network if the transaction validator representing those assets incorrectly validates a transaction. CBSL will use commercially reasonable efforts to protect against slashing incidents: however, in the event of slashing, CBSL will replace your assets so long as such penalties are not a result of: (i) protocol-level failures caused by bugs, maintenance, upgrades, or general failure; (ii) your acts or omissions; (iii) an event qualifying under Section 10.7 of the Agreement; (iv) acts by a hacker or other malicious actor; or (v) any other events outside of CBSL’s reasonable control.

Wrapping. In some jurisdictions, you may choose to obtain the ability to sell, send, spend, or otherwise use your staked ETH prior to the completion of Phase 1.5 of the Ethereum network upgrade by selecting, at your sole discretion, to wrap into a token that represents the ETH that you have staked plus associated rewards. This service is not available everywhere, and additional eligibility requirements may apply. By electing to wrap your staked ETH plus any associated rewards balance into the CBSL Wrapped Staked ETH known as “cbETH” you understand and agree that:

• Once wrapped, you cannot redeem your staked ETH or claim any associated rewards except as described in Appendix 3, Section 1.8(G) below;
• cbETH held in your CBSL Digital Asset Wallet represents ownership of ETH staked with CBSL in accordance with this section (including any associated rewards and minus any CBSL fees and slashing penalties). By wrapping staked ETH as cbETH, you remain entitled to all of the economic value, risk, and rewards of the staked ETH.  
• Selling or otherwise transferring cbETH automatically transfers ownership of the staked ETH and the right to redeem described in Section 4, paragraph F below, and entitles the recipient to the attendant economic value, risk, and rewards of the staked ETH, subject to the terms of this Agreement. For avoidance of doubt, receiving cbETH does not by itself create a contractual relationship with CBSL, and in all cases the right to redeem cbETH is subject to the terms set forth in Section 4, paragraph F.
• Staked ETH and associated rewards that have been wrapped as cbETH is held by the CBSL Group on behalf of holders of cbETH, and ownership of these assets shall not transfer to any entity in the CBSL Group. Sections 4.19(A), 4.19(B) and 4.19(D) of this Agreement shall apply to staked ETH and associated rewards held on behalf of cbETH holders to the same extent as staked ETH held by the CBSL Group on behalf of CBSL customers.
• cbETH is an ERC-20 token and may be compatible with protocols or other software or technology provided by third parties.
• The staked ETH and rewards held by the CBSL Group on behalf of cbETH holders are subject to the risk of slashing as a result of validator or network failures

In addition, you understand, agree and accept the following risks associated with electing to wrap into cbETH:

• Neither CBSL nor any other entity of the CBSL Group guarantee the value of your staked ETH principal or associated rewards. 
• Neither CBSL nor any other entity of the CBSL Group is responsible for any decrease in the value of your staked ETH principal or associated rewards.
• The price of cbETH could diverge from the price of ETH or staked ETH because of market fluctuations, which may be affected by the actions or inactions of market makers or other market participants who receive loans or other incentives to purchase cbETH.
• Neither CBSL nor any other entity of the CBSL Group guarantees that wrapping staked ETH will result in a successful exchange or sale of cbETH. Neither CBSL nor any other entity of the CBSL Group will backstop or otherwise intervene to guarantee cbETH liquidity.
• Neither CBSL nor any other entity of the CBSL Group  guarantees the security or functionality of any third-party protocol, software or technology intended to be compatible with cbETH. Neither CBSL nor any other entity of the CBSL Group is responsible for any losses of cbETH due to the failure of third-party protocol, software or technology.
• As with the protocols for other Digital Assets, neither CBSL nor any other entity of the CBSL Group owns or controls the underlying Ethereum protocol which governs the operation of cbETH.  Accordingly, cbETH is subject to Section 4.10 of this Agreement, like other Digital Assets.
• As with other Digital Assets, cbETH could be impacted by one or more regulatory actions, which could impede or limit the services we can provide with respect to cbETH.

Unwrapping/Redemption.

• If you hold cbETH in your Digital Asset Wallet and satisfy eligibility requirements,  you may instruct CBSL to “unwrap” cbETH held in your CBSL Digital Asset Wallet, thereby redeeming your cbETH for staked ETH plus any associated rewards and minus any CBSL fees and slashing penalties. Staked ETH and any associated rewards will remain locked until Phase 1.5 of the Ethereum network upgrade is complete, as described in Appendix 3, Sections 1.8(B) – 1.8(D), above.
• To unwrap cbETH, you will need to be a customer of either CBSL or another member of the CBSL Group with an active CBSL Account and be eligible to stake ETH as described in Appendix 3, Section 1.8(A) above. Eligibility Additional geographic restrictions may apply, and eligibility is subject to change.
• Requests to unwrap cbETH may not be processed immediately.

2.9. Third-Party Liquid Staking Tokens.

If you have staked a Supported Digital Asset through Coinax Bermuda, you may be able to wrap that staked asset into a third-party liquid staking token (each a “Third-Party LST”) and later unwrap it back to the underlying staked asset. Please visit our Help Center for more information on the Third-Party LSTs we support. If you hold a Third-Party LST in your Coinax Bermuda Account, whether or not you obtained it through wrapping on Coinax Bermuda, the provisions of this Section apply to your relationship with us with respect to that Third-Party LST. This Section governs Third-Party LSTs and does not govern cbETH, which is governed by Appendix 3, Sections 2.7 – 2.8.

2.9.1 What a Third-Party LST represents. A Third-Party LST is a Digital Asset minted by a third-party or its smart contracts. In broad terms, it represents your entitlement to a corresponding unit of the underlying staked asset, plus accrued rewards, redeemable subject to the operating rules of the third-party protocol. By holding a Third-Party LST, you remain entitled to the economic value, risk, and rewards of the underlying staked asset. Coinax Bermuda does not hold or control the underlying assets, and Coinax Bermuda does not mint the Third-Party LST. The Third-Party LST itself, when held in your Coinax Bermuda Account, is custodied under Section 4.19 like any other Digital Asset.

2.9.2 How wrapping works. When you choose to wrap your staked asset into a Third-Party LST, Coinax Bermuda takes blockchain operations on your behalf to deposit your asset (and any accrued rewards) into the third-party protocol, and the resulting Third-Party LST is reflected in your Coinax Bermuda Account. The quantity of Third-Party LST you receive is set by the conversion rate published by that protocol or an operator of that protocol at the time of the wrap. The conversion rate may fluctuate over time based on protocol rewards, slashing, validator performance, and other factors outside Coinax Bermuda’s control.

2.9.3 How unwrapping works. If you hold a Third-Party LST in your Coinax Bermuda Account and meet the eligibility requirements, you may instruct Coinax Bermuda to unwrap it. Coinax will undertake blockchain operations on your behalf to submit a redemption request to the third-party protocol, sending the Third-Party LST to the protocol in exchange for the corresponding amount of the underlying staked asset at the pertinent conversion rate. The underlying staked asset and any accrued rewards (as factored into the conversion rate) will remain locked in the third-party protocol until you instruct Coinax Bermuda to unstake those assets and the protocol unstaking process is complete. Unwrap requests may not be processed immediately and may be subject to the timing of the underlying blockchain network and the third-party protocol.

2.9.4 Coinax Bermuda’s role. Coinax Bermuda undertakes blockchain operations to facilitate the wrapping and/or unwrapping of a Third-Party LST on your behalf. Coinax Bermuda does not govern the third-party protocols or the underlying blockchain networks.

2.9.5 Eligibility and availability. Geographic restrictions and limitations may apply, and eligibility is subject to change without prior notice.

2.9.6 Terms of use. By wrapping a staked asset into a Third-Party LST or unwrapping a Third-Party LST into the underlying staked asset, you agree that:

(a) Once wrapped, you cannot redeem the underlying staked asset or claim its accrued rewards except by unwrapping the Third-Party LST as described in Appendix 3, Section 2.9.3.

(b) The staked asset underlying a Third-Party LST is subject to validator-level and protocol-level penalties (which may include slashing on networks that implement it) and other protocol-level risks.

(c) Coinax Bermuda does not guarantee the value of the underlying staked asset or any accrued rewards, and is not responsible for any decrease in value, including any decrease from validator-level or protocol-level penalties incurred at the third-party protocol level.

(d) The market price of a Third-Party LST may differ from the implied value of the underlying staked asset.

(e) Coinax Bermuda does not guarantee a successful unwrap, exchange, or sale of any Third-Party LST, and will not backstop or otherwise intervene to provide Third-Party LST liquidity.

(f) Coinax Bermuda does not guarantee the security or functionality of any third-party protocol, software, or technology related to a Third-Party LST and is not responsible for losses caused by their failure.

(g) Coinax Bermuda does not own or control the underlying blockchain network or the third-party staking protocol. Each Third-Party LST is subject to Section 4.14 of this Agreement, like other Digital Assets.

(h) Regulatory actions could affect any Third-Party LST and limit the services Coinax Bermuda can provide with respect to it.

3. Advanced Trading

3.1 General.

Coinax Bermuda offers, and eligible users may access, an order book for various Supported Digital Assets and fiat currency trading pairs (each an “Order Book”) on the Coinax.com (“Advanced Trading”). See your Coinax Bermuda Account to see what Order Books are available within Advanced Trading. Coinax Bermuda does not offer Advanced Trading to customers in all jurisdictions. By accessing Advanced Trading or the Coinax Bermuda API for Advanced Trading, you accept and agree to be bound by the Trading Rules available at https://www.Coinax.com/international-exchange/legal/trading-rules (the “Trading Rules”).

(A) Trading Fees. By placing an order on Advanced Trading, you agree to pay all applicable fees and authorize Coinax Bermuda to automatically deduct fees directly from your account. Trading Fees are set forth in the Trading Rules.

(B) Withdrawal Fees. Coinax Bermuda may charge a fee on certain fiat currency deposit or withdrawal methods (e.g. bank wire). DEPOSITS AND WITHDRAWALS MAY BE SUBJECT TO LIMITS.

(C) Trading Account Use. You may not sell, lease, furnish, or otherwise permit or provide access to your Trading Account to any other entity or to any individual that is not your employee or agent. You accept full responsibility for your employees’ or agents’ use of Advanced Trading, whether such use is directly through Coinax Bermuda or by other means, such as those facilitated through API keys, and/or applications which you may authorize. You understand and agree that you are responsible for any and all orders, trades, and other instructions entered into Advanced Trading including identifiers, permissions, passwords, and security codes associated with your Account.

(D) Suspension and Cancellation. In the event that your Account is suspended or terminated, we will immediately cancel all open orders associated with your Account, block all withdrawals and bar the placing of further orders until resolution or Account cancellation. In the event that your Account is suspended or terminated, we will immediately cancel all open orders associated with your Account, block all withdrawals and bar the placing of further orders until resolution or Account cancellation.

4. Coinax Bermuda Pro

4.1 General.

Eligible users may establish an account at: https://pro.Coinax Bermuda.com (a “Coinax Bermuda Pro Account”), an order book exchange platform for Supported Digital Assets. The provisions of this Section 3 of this Appendix 3 (Coinax Bermuda Pro Services) apply to your use of such Coinax Bermuda Pro Account in addition to the other applicable provisions of this Agreement, including without limitation the releases, indemnities, disclaimers, limitations of liability, prohibited use, dispute resolution, and cancellation policies set forth above. Coinax Bermuda does not offer Coinax Bermuda Pro to customers in all jurisdictions.

• Order Books. Coinax Bermuda Pro offers an order book for various Supported Digital Assets and central bank issued currency trading pairs (each an “Order Book”). Refer to your Coinax Bermuda Pro Account to determine which Order Books are available to you.
• Coinax Bermuda Pro Account. Your Coinax Bermuda Pro Account consists of the following:
  • a dedicated Digital Asset Wallet for each Supported Digital Asset offered on Coinax Bermuda Pro;
  • associated user tools, accessible at: https://pro.Coinax Bermuda.com and through the Coinax Bermuda API.

You understand and agree that you are responsible for any and all orders, trades, and other instructions entered into Coinax Bermuda Pro including identifiers, permissions, passwords, and security codes associated with your Coinax Bermuda Pro Account.

• Deposits. You may fund your Coinax Bermuda Pro Account by depositing Supported Digital Assets from your basic Coinax Bermuda Account, bank account or an external Digital Asset address into your Coinax Bermuda Pro Account.  The Supported Digital Asset deposited in your Coinax Bermuda Pro Account can be used only to buy and sell Supported Digital Assets using Coinax Bermuda Pro.
• Withdrawals. You may withdraw Supported Digital Assets from your Coinax Bermuda Pro Account by transfer to your basic Coinax Bermuda Account or to an external Digital Asset address. You may withdraw central bank issued currency from your Coinax Bermuda Pro Account to your Coinax Bermuda Account or directly to your bank account.

ALL DEPOSITS AND WITHDRAWALS MAY BE SUBJECT TO LIMITS. ALL LIMITS WILL BE DISPLAYED IN YOUR Coinax Bermuda PRO ACCOUNT.

• Withdrawal Fees. Coinax Bermuda may also charge a fee on certain central bank issued currency deposit or withdrawal methods (e.g. bank wire). All such fees will be clearly displayed in your Coinax Bermuda Pro Account.

4.2 Trading Rules and Trading Fees.

• Trading Rules. By accessing Coinax Bermuda Pro through: https://pro.Coinax Bermuda.com or the Coinax Bermuda API, you accept and agree to be bound by the trading rules set out at https://www.Coinax Bermuda.com/legal/trading_rules (the “Trading Rules”).
• Trading Fees. By placing an order on Coinax Bermuda Pro, you agree to pay all applicable fees and you authorise Coinax Bermuda to automatically deduct fees directly from your Coinax Bermuda Pro Account. Trading fees are set forth in the Trading Rules and at: https://pro.Coinax Bermuda.com/fees.
• Trading Account Use. By using a Coinax Bermuda Pro Account you agree and represent that you will use Coinax Bermuda Pro only for yourself as the account owner, and not on behalf of any third party, unless you have obtained prior approval from Coinax Bermuda. You may not sell, lease, furnish or otherwise permit or provide access to your Coinax Bermuda Pro Account to any other entity or to any individual that is not your employee or agent. You accept full responsibility for your employees’ or agents’ use of Coinax Bermuda Pro, whether such use is directly through Coinax Bermuda Pro website or by other means, such as those facilitated through API keys, and/or applications which you may authorise. You understand and agree that you are responsible for any and all orders, trades, and other instructions entered into Coinax Bermuda Pro including identifiers, permissions, passwords, and security codes associated with your Coinax Bermuda Pro Account.
• Suspension and Cancellation. We may suspend your Coinax Bermuda Pro Account or your access to any one or more Order Books in accordance with the suspension and termination provisions set out in this Agreement.
  Suspension or termination of your Coinax Bermuda Pro Account shall not affect the payment of fees or other amounts you owe to Coinax Bermuda. In the event that your Coinax Bermuda Account is suspended or terminated, we will immediately cancel all open orders associated with your Coinax Bermuda Pro Account, block all withdrawals and bar the placing of further orders until resolution or we cancel your Coinax Bermuda Account.
• No Warranty. We do not represent that Coinax Bermuda Pro and/or its constituent Coinax Bermuda Pro Accounts, APIs, and related services, will be available without interruption.
  Although we will strive to provide you with continuous operations, we do not guarantee continuous access or that there will be no delays, failures, errors, omissions or loss of transmitted information, nor do we guarantee that any order will be executed, accepted, recorded, or remain open. Coinax Bermuda reserves the right to cancel any open trades and/or suspend Coinax Bermuda Pro activity in accordance with the Trading Rules.
• No Investment Advice or Brokerage. For the avoidance of doubt, Coinax Bermuda does not provide investment, tax, or legal advice, nor does Coinax Bermuda broker trades on your behalf. All trades are executed automatically, based on the parameters of your order instructions and in accordance with posted trade execution procedures, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation.
  Coinax Bermuda may provide educational information about Supported Digital Assets, as well as Digital Assets not supported by Coinax Bermuda, in order to assist users in learning more about such Digital Assets. Information may include, but is not limited to, blog posts, articles, links to third party content, news feeds, tutorials, and videos. Coinax Bermuda will not be held responsible for the decisions you make to buy, sell, or hold Digital Assets based on the information provided by Coinax Bermuda.
• Debts. In the event that there are outstanding amounts owed to us hereunder, including in your (standard) Coinax Bermuda Account, Coinax Bermuda reserves the right to debit your Coinax Bermuda Pro Account accordingly and/or to withhold amounts from funds you may transfer from your Coinax Bermuda Pro Account to your Coinax Bermuda Account.

5. Dapp Wallet, DEXes, and Decentralized Applications

5.1 Dapp Wallet.

You may elect to use our dapp wallet (“Dapp Wallet”). Our Dapp Wallet allows you to access a digital asset browser and link to decentralized exchanges (“DEXs”) and other decentralized applications (together, “Dapp(s)”). The Dapp Wallet enables users to (i) store Digital Assets; (ii) access a digital asset browser and link to Dapps; (iii) view addresses and information that are part of Digital Asset networks and broadcast transactions; (iv) participate in retail DEX trades and associated DEX activity, and (iv) additional functionality as we may add from time to time.

• Ownership and Control. You own and control Digital Assets held in your Dapp Wallet. As the owner of Digital Assets in your Dapp Wallet, you shall bear all risk of loss of such Digital Assets. Coinax Bermuda shall have no liability for Digital Asset fluctuations or loss associated with your use of a Dapp Wallet.  At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Digital Assets by sending it to a different blockchain address.
• Third Party Services and Environments. The Coinax Bermuda Services and the Site may provide access to or link to third-party services, such as DEXs, and/or Dapps (“Third Party Services”). The Services enable you to access DEXs and/or Dapps via a Dapp browser or through a Dapp Wallet by navigating away from the Coinax Bermuda Site to the Dapp or DEX, by enabling a native frontend software link within the Coinax Bermuda Site, or by purchasing assets in the DEX environment through a Dapp Wallet. When accessing Third Party Services, you understand that you are at no time transferring your assets to us. We provide access to Third Party Services only as a convenience, do not have control over their content, do not warrant or endorse, and are not responsible for the availability or legitimacy of, the content, products, assets, or services on or accessible from those Third Party Services (including any related websites, resources or links displayed therein). Third-Party Services, such as Dapps and DEXs, may provide access to assets which have high risks of illiquidity, devaluation, lockup, or loss.
• Fees. You may incur charges from third parties for use of Third Party Services. For example, you may be charged fees via a DEX or Dapp that you may access via the Site. Third party fees are not charged by Coinax Bermuda and are not paid to Coinax Bermuda.  Any Coinax fee charged will be designated as such, and presented before you submit your transaction.
• Dapp Supported Assets. To view the Digital Assets currently supported by the Dapp Wallet, visit https://help.Coinax.com/en/dapps/getting-started/using-my-dapp-wallet (“Dapp Supported Assets”). Your Dapp Wallet is intended solely for proper use of Dapp Supported Assets. Under no circumstances should you attempt to use your Dapp Wallet to store, send, request, or receive any assets other than Dapp Supported Assets. Coinax assumes no responsibility in connection with any attempt to use your Dapp Wallet with Digital Assets that we do not support. You acknowledge and agree that Coinax is not liable for any unsupported Digital Asset that is sent to a wallet address associated with your Dapp Wallet.  Coinax may in its sole discretion terminate support for any particular Digital Asset. Services and Dapp Supported Assets may vary by jurisdiction.

5.2 Dapp Wallet Digital Asset Transfers

In General

• Your Dapp Wallet enables you to send Dapp Supported Assets to, and request, receive, and store Dapp Supported Assets from, third parties. Your transfer of Dapp Supported Assets between your other Digital Asset wallets (including wallets off the Coinax Site) and to and from third parties is a “Dapp Wallet Asset Transfer”. We recommend customers send a small amount of Dapp Supported Assets as a test before sending a significant amount of Dapp Supported Assets.
• Pending Transactions. Once a Dapp Wallet Asset Transfer is submitted to a Digital Asset network, the transaction will be unconfirmed and remain in a pending state for a period of time sufficient to allow confirmation of the transaction by the Digital Asset network. A Dapp Wallet Asset Transfer is not complete while it is in a pending state. Pending Dapp Wallet Asset Transfers that are initiated from a Dapp Wallet will reflect a pending transaction status and are not available to you for use in the Dapp Wallet or otherwise while the transaction is pending.
• Dapp Wallet Inbound Transfers. When you or a third party sends Digital Assets to a Dapp Wallet from an external wallet (“Dapp Wallet Inbound Transfers”), the person initiating the transaction is solely responsible for executing the transaction properly, which includes ensuring that the Digital Asset being sent is a Dapp Supported Asset that conforms to the particular wallet address to which funds are directed, including any required Destination Tag/Memo. By initiating a Dapp Wallet Inbound Transfer, you attest that you are transacting in a Dapp Supported Asset that conforms to the particular wallet address to which funds are directed.
  Coinax incurs no obligation whatsoever with regard to unsupported Digital Assets sent to a Dapp Wallet or with regard to Dapp Supported Assets sent to an incompatible Digital Asset wallet address and/or unsupported network or blockchain. All such erroneously transmitted Digital Assets will be lost. Coinax may from time to time determine types of Digital Assets that will be supported or cease to be supported. You acknowledge and agree that you may be required to pay network or miner’s fees in order for a Dapp Wallet Inbound Transfer transaction to be successful. Insufficient network fees may cause a Dapp Wallet Inbound Transfer to remain in a pending state outside of Coinax’s control, and we are not responsible for delays or loss incurred as a result of an error in the initiation of the transaction and have no obligation to assist in the remediation of such transactions.
• Dapp Wallet Outbound Transfers. When you send Digital Assets from your Dapp Wallet to an external wallet (“Dapp Wallet Outbound Transfers”), such transfers are executed at your instruction. You should verify all transaction information prior to submitting instructions. Coinax shall bear no liability or responsibility in the event you enter an incorrect blockchain destination address, incorrect Destination Tag/Memo, or if you send your Digital Assets to an incompatible wallet. We do not guarantee the identity or value received by a recipient of a Dapp Wallet Outbound Transfer. Dapp Asset Transfers cannot be reversed once they have been broadcast to the relevant Digital Asset network, although they may be in a pending state, and designated accordingly, while the transaction is processed by network operators. Coinax does not control the Digital Asset network and makes no guarantees that a Dapp Transfer will be confirmed by the network. We may cancel or refuse to process any pending Dapp Wallet Outbound Transfers as required by law or any court or other authority to which Coinax is subject in any jurisdiction. Additionally, we may require you to wait some amount of time after completion of a transaction before permitting you to use further Coinax Services and/or before permitting you to engage in transactions beyond certain volume limits.
• Limitation of Liability. WE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, ABOUT LINKED THIRD PARTY SERVICES, THE THIRD PARTIES THEY ARE OWNED AND OPERATED BY, THE INFORMATION CONTAINED ON THEM, ASSETS AVAILABLE THROUGH THEM, OR THE SUITABILITY, PRIVACY, OR SECURITY OF THEIR PRODUCTS OR SERVICES. YOU ACKNOWLEDGE SOLE RESPONSIBILITY FOR AND ASSUME ALL RISK ARISING FROM YOUR USE OF THIRD-PARTY SERVICES, THIRD-PARTY WEBSITES, APPLICATIONS, OR RESOURCES, INCLUDING RISK OF LOSS FOR ASSETS TRADED THROUGH SUCH THIRD-PARTY SERVICES. IN NO EVENT WILL Coinax BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO THIRD PARTY SERVICES. THIS SECTION OPERATES IN ADDITION TO ANY LIMITATION OF LIABILITY EXPRESSED ELSEWHERE IN THIS AGREEMENT.

6. Coinax Token Sale Platform  

Coinax makes available a platform (the “Token Sale Platform”) where developers of certain digital assets (“Sellers”) will be able to sell those digital assets (“Sale Tokens”) to eligible users (such sales, “Sales”) (together the “Token Sale Services”).  By accessing the Coinax Token Sale Platform and purchasing Sale Tokens, you agree to be bound by these additional terms (“Token Sale Terms”).

6.1 Role of the Token Sale Terms. These Token Sale Terms govern the basis upon which Coinax will provide you with the Token Sale Services and your use of those Token Sale Services, including within the Coinax Site. These Token Sale Terms should be read in conjunction with this User Agreement.

6.2 Where to Find Information.  The Token Sale Platform for a particular Sale will display certain information related to the Sale, such as the price per Sale Token or the manner of determining price, the minimum and maximum allocation to each purchaser, the manner of allocation, the Supported Digital Assets that are eligible for use as payment, and the start date (the “Opening Date”) and end date (the “Closing Date”) from and to which the Sale Tokens will be available for sale. Prices for tokens on the Token Sale Platform may be displayed in fiat or Supported Digital Assets, but will be payable only in the Supported Digital Assets that are eligible for use as payment.

6.3 Purchasing Sale Tokens. To place an order to purchase Sale Tokens, you must have the required amount of eligible Supported Digital Assets in your Coinax Account to complete such purchase. On the Opening Date, Coinax will allow you to commit an amount of eligible Supported Digital Assets determined by you to purchase the relevant Sale Tokens, which will be subject to minimum and maximum allocations and any restrictions you place on your order, if applicable. Such orders constitute a standing specific instruction from you to execute an order to purchase Sale Tokens on the Token Sale Platform.

6.4 Committed Digital Assets. Any Supported Digital Assets that are necessary to fulfill your purchase obligation in full will be committed from the time you place your order (“Committed Digital Assets”). When you place an order on the Token Sale Platform, you authorize Coinax to lock these Committed Digital Assets until completion  of the Sale in a Digital Asset Wallet designated to your Coinax Account. For the avoidance of doubt, Committed Digital Assets will be will continue to be held pursuant to Section 5.19 of this User Agreement until transferred to the Seller for settlement on the Closing Date.. Your Committed Digital Assets are a request for Sale Tokens and your allocation request may not be filled in its entirety, or at all. The maximum allocation that you can request may be dependent on eligibility. You acknowledge and agree that you will not be able to transfer or withdraw any of the Committed Digital Assets, or modify your request, until the earlier of: (a) the cancellation of the Sale process pursuant to Section 6.7; or (b) the final allocation of Sale Tokens pursuant to Section 6.5, in which case if you did not receive your full allocation you will be free to transfer or withdraw the amount of Committed Digital Assets that were not used to purchase Sale Tokens..

6.5 Sale Completion / Allocation. Following the Closing Date, unless the Sale has been cancelled pursuant to Section 6.7, Coinax will credit your Digital Asset Wallet with the Sale Tokens you have been allocated and purchased from the Seller, and transfer the corresponding value of Committed Digital Assets to the Seller. Sale Tokens credited to your Digital Asset Wallet are treated as Supported Digital Assets and subject to Section 2.7 of this User Agreement.

6.6 Fees. Coinax may charge a fee in connection with your order to purchase Sale Tokens and by placing an order on the Token Sale Platform, you agree to pay all applicable fees. To the extent any fee is charged in connection with the Token Sale Platform, information is available here and will be disclosed to you at the time you place such order.

6.7 Sale Cancellation. The Seller or Coinax may cancel a Sale after it has begun, in which case, to the extent Coinax is holding any of your Committed Digital Assets, Coinax will unlock such Committed Digital Assets within 25 calendar days from the date of the Sale cancellation, they shall cease to be committed to the relevant Sale and you will be able to transfer or withdraw them. 

6.8  Transaction counterparties. In a Sale, you are purchasing Sale Tokens directly from the Seller. Sale Tokens are priced by the Seller. You acknowledge and agree that Coinax is not the seller, underwriter, or issuer of any Sale Tokens, and by purchasing Sale Tokens, you are entering into an agreement (the terms of which may be displayed on the Token Sale Platform) to purchase the Sale Tokens from Seller. Coinax is not responsible for any failure by the Seller to comply with the terms of any agreement between you and the Seller, whether set forth on the Token Sale Platform or in other terms provided by the Seller or its related parties. 

6.9 Sale Disclosures.  Certain information regarding the Seller and/or Sale Tokens (including but not limited to a whitepaper, description of the Sale Tokens or any associated protocol, or other disclosure materials) may be provided on the Coinax Site in connection with a Sale (“Sale Disclosures”). The content of the Sale Disclosures is provided by Seller and is for general informational purposes only. Coinax does not verify information provided by Seller on the Sale Disclosures and makes no assurance, representations or warranties, express or implied, regarding the accuracy, completeness, or sufficiency of the information provided and shall have no liability for any inaccuracies in such materials.

6.10 Exclusion of Warranties. Without limitation of Section 8.2 of these Terms, Coinax makes no warranty with respect to any Sale Tokens, including any warranty of title, merchantability, fitness for a particular purpose and/or non-infringement, that the Sale Tokens will be free from errors, glitches, bugs, viruses or other malicious software, that the Sale Tokens or any associated protocol will function as described in any materials provided by the Seller or that any associated protocol will launch, that Seller has complied with applicable law in connection with the issues, development, or sale of the Sale Tokens, or that the use of Sale Tokens or any associated protocol will comply with applicable law. Coinax does not guarantee that there will be a market in Sale Tokens or that Sale Tokens will maintain any specific price level. Coinax may cease to support any Sale Tokens (as Supported Digital Assets) following the delivery thereof to your Coinax Account, and in that case you may need to withdraw your Sale Tokens. Without limiting the foregoing, you assume all risks and liabilities associated with the purchase, sale or use of any Sale Tokens. You are encouraged to consult your own independent advisors before making any decisions based on the content of the Coinax Site.

6.11 Limitation of Liability. Coinax MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, ABOUT SELLERS AND THEIR ASSOCIATED PERSONS, SALE TOKENS, THE ASSOCIATED PROTOCOLS, ASSETS AVAILABLE THROUGH THEM, OR THE SUITABILITY, PRIVACY, OR SECURITY OF THEIR PRODUCTS OR SERVICES OR ANY INFORMATION PROVIDED BY ANY OF THEM INCLUDING, BUT NOT LIMITED TO, THE SALE DISCLOSURES (“THIRD PARTY SERVICES”). YOU ACKNOWLEDGE SOLE RESPONSIBILITY FOR AND ASSUME ALL RISK ARISING FROM YOUR USE OF THIRD-PARTY SERVICES, THIRD-PARTY WEBSITES, APPLICATIONS, OR RESOURCES, INCLUDING RISK OF LOSS FOR ASSETS UTILIZED WITHIN OR TRADED THROUGH SUCH THIRD-PARTY SERVICES. IN NO EVENT WILL Coinax BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO THIRD PARTY SERVICES. THIS SECTION OPERATES IN ADDITION TO ANY LIMITATION OF LIABILITY EXPRESSED ELSEWHERE IN THIS USER AGREEMENT. 

6.12 Eligibility. In order to use the Token Sale Platform, you must (a) have a registered Coinax account, (b) have completed the onboarding process, and (c) have an account in good standing and eligible to transact on INTX. We reserve the right to not offer the Token Sale Platform to you at our discretion. Your eligibility to purchase Sale Tokens in any particular Sale will be based on criteria determined by Coinax and the Seller in such Sale, and may be different for different Sales.

6.13 Connected Persons. You may not place an order for Sale Tokens if you are an employee, officer, director or contractor of the Seller, its affiliates, or any other entity involved in the development of the Sale Tokens or any associated protocol. 

6.14 Information Disclosure. By using the Token Sale Platform, you acknowledge that Coinax may share certain information with the Seller for purposes related to the sale and delivery of the Sale Tokens, or as required in accordance with our Privacy Policy.

6.15 Prohibited Use. Your participation in a Sale is subject to our Prohibited Use Policy. In addition, you must not participate in a Sale in a manner which is unfair, abusive, manipulative, or illegal in any way. If you receive information which may amount to inside information in connection with any Sale, you may not participate in that Sale, and you must not unlawfully disclose that information to another person.

7. Coinax Custom Stablecoins

7.1. Using Coinax Custom Stablecoins. In some jurisdictions, CBSL may make available to you the ability to wrap (which may be displayed as ‘buy’), ‘unwrap’ (which may be displayed as ‘sell’), hold, or transfer certain Digital Assets that are issued by Coinax, Inc. or its affiliates but bear the branding of third-party partners (each, a “CCS Partner”) (such Digital Assets, “CCS”). Each CCS is designed to be backed one-to-one by USDC (“Reserve Asset”).  To wrap or unwrap a CCS through CBSL, you will need to be a CBSL customer with a Coinax Account in good standing. Additional geographic restrictions may apply, and eligibility is subject to change. By electing to wrap into a CCS, you understand and agree that:

7.1.1. Each CCS represents an ownership interest in a corresponding Reserve Asset held by the CBSL Group in accordance with, and subject to the conditions set forth in Section 7.1.3 of this Appendix 3. By obtaining a CCS, you retain (for so long as you hold the CCS) title to, and bear all risk of loss of, the underlying Reserve Asset.

7.1.2. Selling or otherwise transferring a CCS automatically transfers ownership of an underlying Reserve Asset and the right to unwrap described in Section 7.3 below, and transfers title to, and risk of loss of, the Reserve Asset, subject to the terms of this Agreement.

7.1.3. The Reserve Asset backing a CCS is held by the CBSL Group as a custodial asset for the benefit of holders of such CCS, and ownership of and title to these assets shall remain with the holders and not transfer to CBSL or any other entity in the CBSL Group. Section 4.19 of the User Agreement shall apply, mutatis mutandis, to any Reserve Asset held on behalf of holders of a corresponding CCS to the same extent as any Reserve Asset held by the CBSL Group on behalf of CBSL customers.

7.1.4. CCS are ERC-20 and/or SPL tokens and may be compatible with protocols or other software or technology provided by third parties.

7.2. Certain Risks. In addition, you understand, agree and accept the following risks associated with electing to wrap, unwrap, hold, or transfer any CCS:

7.2.1. CCS is not legal tender and is not backed by any government. CCS is not subject to deposit insurance protection.

7.2.2. Neither CBSL nor any other entity of the CBSL Group guarantees the value of a Reserve Asset held on behalf of holders of a corresponding CCS.

7.2.3. Neither CBSL nor any other entity of the CBSL Group is responsible for any change in the value of a Reserve Asset held on behalf of holders of a corresponding CCS.

7.2.4. The external price of a CCS could diverge from the price of a corresponding Reserve Asset because of market fluctuations or CCS Partner-specific risks. In case of a significant price dislocation, CBSL may exercise its right to pause unwrappings in accordance with Section 7.3.2 of this Appendix 3.

7.2.5. Neither CBSL nor any other entity of the CBSL Group guarantees that obtaining a CCS will result in a successful exchange or sale of such CCS, and neither CBSL nor any other entity of the CBSL Group will have any obligation to backstop or otherwise intervene to guarantee liquidity of such CCS.

7.2.6. Neither CBSL nor any other entity of the CBSL Group guarantees the security or functionality of any protocol, software, or technology intended to be compatible with a CCS and is not responsible for any losses due to the failure of any such protocol, software or technology.

7.2.7. As with protocols for other Digital Assets, neither CBSL nor any other entity of the CBSL Group owns or controls the underlying protocols which govern the operation of any CCS. Accordingly, all CCS are subject to Section 4.14 of the User Agreement, like other Digital Assets.

7.2.8. As with other Digital Assets, a CCS could be impacted by one or more regulatory actions, which could impede or limit the services we can provide with respect to such CCS.

7.2.9. Neither CBSL nor any other entity of the CBSL Group guarantees the reputation, solvency or business continuity of the CCS Partner associated with a CCS. You acknowledge and agree that the value and utility of a CCS may be influenced by the actions, omissions, or public perception of the CCS Partner. Neither CBSL nor any other entity of the CBSL Group is responsible for any decrease in the value or utility of a CCS.

7.2.10. Neither CBSL nor any other entity of the CBSL Group guarantees that a CCS will be accepted, recognized, or utilized for any specific goods, services, or ecosystem benefits. Neither CBSL nor any other entity of the CBSL Group is responsible for any change in the utility associated with a CCS.

7.2.11. The CBSL Group (including CBSL) reserves the right to terminate or suspend its arrangement with a CCS Partner or delist a CCS at any time. In such an event, CBSL may provide you with a period of time to convert your CCS into the underlying Reserve Asset or another Supported Digital Asset, as determined by CBSL.

7.3. Unwrapping/Redemption of a CCS

7.3.1. To successfully ‘unwrap’ your CCS, you will need to be a customer of either CBSL or another entity of the CBSL Group with a Coinax Account in good standing. Additional geographic restrictions may apply, and eligibility is subject to change. Requests to unwrap CCS through CBSL (which, for the avoidance of doubt, will result in you instructing CBSL to unwrap such CCS and deposit the corresponding Reserve Asset to your Digital Asset Wallet on a 1:1 basis, minus any Coinax fees) may not be processed immediately.

7.3.2. Additionally, CBSL may, in our reasonable discretion, (i) pause unwrappings of any CCS for a corresponding Reserve Asset if there is a significant dislocation in the external market price of such CCS relative to a corresponding Reserve Asset that, in CBSL’s sole discretion, suggests that the smart contracts or other technology or security features supporting such CCS have been compromised, (ii) refuse an unwrapping request if we suspect that the CCS being presented for unwrapping was acquired through fraudulent means, (iii) pause unwrapping if we otherwise suspect that the security of the smart contracts used to mint and burn the applicable CCS has been compromised, or (iv) refuse an unwrapping request if the arrangement with the CCS Partner has been terminated or suspended, or the CCS has been delisted.

7.3.3. Pursuant to the terms of this Agreement, a holder of a CCS holds an ownership interest in a corresponding Reserve Asset custodied by the CBSL Group in accordance with Section 7.1.3 above. In the event of a shortfall in the amount of the Reserve Asset held by the CBSL Group, the CBSL Group’s liability vis-a-vis any holder of such CCS will be limited to such holder’s pro rata share of the shortfall amount. 

7.4. Additional Terms

7.4.1. CBSL may charge a fee in connection with a request to wrap or unwrap a CCS, and any such fee will be disclosed to you at the time you initiate such request. Any changes to such fees will be effectuated in accordance with Section 2.5 of the User Agreement.

7.4.2. We reserve the right to treat any version of a CCS that has been created by a third party (e.g., via a third party wrapper or bridge to an unsupported network) (“Third Party Wrapped CCS”) as an unsupported Digital Asset in accordance with Section 4.9 of the User Agreement. This means that we may refuse or be unable to unwrap any Third Party Wrapped CCS that is sent to your Digital Asset Wallet for the corresponding Reserve Asset, which may result in irreversible loss of such Third Party Wrapped CCS.  Do not send Third Party Wrapped CCS to your Digital Asset Wallet.

7.4.3. The CBSL Group reserves the right to upgrade the CCS smart contracts at any time. In such event, we may require you to migrate your CCS to a new smart contract address. CBSL may take any technical steps necessary or appropriate to effectuate such upgrades for CCS held in your Digital Asset Wallet. 

7.4.4. You understand and agree that the underlying software protocols may be subject to sudden changes in operating rules (including “forks”). In the event of a fork, the CBSL Group may temporarily suspend CCS operations (including wrapping, unwrapping, and transferring), and CBSL may temporarily suspend its support for CCS operations, without notice. The CBSL Group (including CBSL) will determine in its sole discretion which version of the underlying protocol to support, if any. 

7.4.5. The CBSL Group may freeze the CCS held in a Digital Asset wallet address as required by law or any court or other authority to which the CBSL Group is subject in any jurisdiction. 

7.4.6. If the CCS in your Digital Asset wallet address is frozen in accordance with Section 7.4.5 of this Appendix 3, you may be permanently unable to transfer or unwrap any CCS associated with such address.

APPENDIX 4: DATA SERVICES

1. Data Services.

CBBM (“Subscriber”) engages certain third-party data providers to provide market or other data (the “Data”) for its Derivatives Services. CBBM may make such data available to you pursuant to the terms of this Data Services Appendix.

2. Financial Information Incorporated (“FII”) Data.

2.1

The Data may contain CUSIP standard numbers, CUSIP standard descriptions and other information about securities (the “CUSIP Database”) which FII has obtained under license from FactSet ResearchSystems Inc. (“FactSet”) and made available to Subscriber through a data feed.

2.2

Subscriber agrees and acknowledges that the CUSIP Database is and shall remain valuable intellectual property owned by, or licensed to, FactSet and the American Bankers Association (“ABA”), and that no proprietary rights are being transferred to Subscriber in such materials or in any of the information contained therein.  Subscriber agrees that misappropriation or misuse of such materials will cause serious damage to FactSet and ABA and that in such event money damages may not constitute sufficient compensation to FactSet and ABA; consequently, Subscriber agrees that in the event of any misappropriation or misuse, FactSet and ABA shall have the right to obtain injunctive relief. 

2.3

Subscriber agrees that Subscriber shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal internal processing of security transactions.  Subscriber further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain and does not serve the purpose of the creation or maintenance of, a file of CUSIP descriptions or numbers for any other third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, ELECTRONIC and/or CD-ROM Services.

2.4

NEITHER FACTSET, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE.  ALL SUCH MATERIALS ARE PROVIDED TO SUBSCRIBER ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS.  NEITHER FACTSET, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL THE LIABILITY OF FACTSET, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE EXCEED THE FEE PAID BY SUBSCRIBER FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN.  FURTHERMORE, FACTSET AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.

2.5

Subscriber agrees that the foregoing terms and conditions shall survive any termination of its right of access to the materials identified above.

COINAX USER AGREEMENT

This Agreement is a contract between you and each of:

1. Coinax Bermuda Limited (“CBBM”) an exempted company limited by shares incorporated in Bermuda with company number 202302164 and whose registered office address is Park Place, 55 Par La Ville Road, Hamilton, HM11 Bermuda; and
2. Coinax Bermuda Services Limited (“CBSL”) an exempted company limited by shares incorporated in Bermuda with company number 202302681 and whose registered office address is Park Place, 55 Par La Ville Road, Hamilton, HM11 Bermuda,
   together referred to as “Coinax Bermuda”.

Part A: GENERAL TERMS

1. Parties; Roles and Scope

1.1 Applicable Coinax Bermuda contracting entity. References in this Agreement to “Coinax Bermuda”, “we”, “our” or “us”, are to CBBM and/or CBSL as the case may be depending on which of the Coinax entities are providing the services that you are receiving as outlined in the table below. The Coinax Bermuda entity that provides, and contracts with you in respect of, each Coinax Bermuda Service will be identified to you via the Coinax Bermuda Platform and/or the Site (including at the point of onboarding or sign-up, or in the relevant product, disclosure or help pages) and/or in the relevant Part of this Agreement.

1.2 Your Agreement with Coinax Bermuda. References to “you” or “your” are to the person or entity that enters into this Agreement with Coinax Bermuda. 

1.3 Corporate Clients. Where you are entering into this Agreement on behalf of a legal entity (including a body corporate, partnership, or fund):

(A) you represent and warrant that you have the authority to bind that entity to this Agreement;

(B) references to “you” and “your” in this Agreement shall be read as references to that entity, and to any officer, employee, agent, or other person authorised by that entity to access or use the Coinax Bermuda Services and Coinax Bermuda Platform on its behalf (“Authorised User”);

(C) the entity shall be responsible and liable for all acts and omissions of its Authorised User in connection with the Coinax Bermuda Services as if they were acts and omissions of the entity itself; and

(D) each Authorised User shall be deemed to have accepted and be bound by the terms of this Agreement.

1.4 Coinax Bermuda Group. In this Agreement, “Coinax Bermuda Group” means Coinax Bermuda and their corporate affiliates.

1.5 Use of Affiliates and Third Party Service Providers. You acknowledge and agree that, in providing the Coinax Bermuda Services, we may appoint other members of the Coinax Bermuda Group and/or third-party service providers to perform all or any part of the Coinax Bermuda Services on our behalf. Unless we expressly state otherwise, no such affiliate or third party will become a party to this Agreement, and your contractual relationship in respect of the Coinax Bermuda Services is solely with Coinax Bermuda (as applicable). 

1.6 Geographic Restrictions. Each of the services listed in the table below is available to clients who are resident or located in eligible jurisdictions, as determined by Coinax Bermuda in its sole discretion from time to time. Certain additional terms may apply depending on the jurisdiction in which you receive the services, as outlined in the table below.

1.7 Relevant Parts. Coinax Bermuda offers different services. Depending on which service you choose to use, your jurisdiction, or entity type (natural person / legal entity), additional “Parts” of this Agreement (as set out in the table below) will apply in addition to the General Terms in ‎Part A:

IMPORTANT NOTE: As further described in ‎Part A, Section ‎15 (Risks), you should be aware that the risk of loss in trading or holding derivatives, Digital Assets, or derivatives referencing Digital Assets, can be substantial. As with any asset, the value of derivatives, Digital Assets and derivatives referencing Digital Assets can increase or decrease and there can be a substantial risk that you lose money buying, selling, holding, or investing in derivatives, Digital Assets and derivatives Digital Assets.

Coinax Bermuda Limited and Coinax Bermuda Services Limited are regulated by the Bermuda Monetary Authority and each hold a Class F digital asset business licence under the Digital Asset Business Act 2018 (as amended) to conduct the digital assets business activities specified therein. Details of the licensed activities can be found on the Bermuda Monetary Authority (BMA) website at https://www.bma.bm/regulated-entities. 

In relation to derivatives traded on the Deribit Exchange, CBBM may provide its services to you under one of two models: (i) the Derivatives Brokerage Services, under which CBBM acts as your broker and routes your Orders for execution on the Deribit Exchange in CBBM’s name; or (ii) the Settlement Service, under which you contract directly with the Operator of the Deribit Exchange for the execution of trades and CBBM acts solely as your custodian of Margin and other collateral and as your settlement agent. The applicable model will be determined by your eligibility, classification and the on-platform configuration applicable to you, and will be notified to you via the Coinax Bermuda Platform. CBBM is a BMA-regulated broker (digital asset services vendor) and a member of a crypto derivatives exchange (the “Deribit Exchange”), operated by Deribit FZE, a virtual asset service provider licensed by the Dubai Virtual Asset Regulatory Authority (VARA) (the “Operator” of the Deribit Exchange). 

You should consult your financial advisor, legal or tax professional regarding your specific situation and financial condition, and carefully consider whether trading or holding derivatives or Digital Assets is suitable for you. 

1.8 Definitions. In this Agreement, alongside those terms defined within the text, the following terms have the meanings set out below:

(A) “Additional Services” means the services other than the Core Services made available by Coinax Bermuda to users that fulfil certain Eligibility Criteria, as set out in Appendix 3; 

(B) “Available Balance” means the monetary value of Digital Assets (based on the different currencies that the Digital Assets in your Coinax Bermuda Account are quoted in) in your Coinax Bermuda Account which can at the relevant time be utilised to support Margin. This excludes for the avoidance of doubt any Digital Assets that are at the relevant time:

(1) being used for Margin to cover existing open Orders or Positions;

(2) allocated, pledged, posted, reserved or otherwise applied as collateral or margin in respect of any other product, service, position or exposure (including, without limitation, cross-portfolio or cross-product spot margin, financing, lending or derivatives arrangements); or

(3) otherwise unavailable, restricted or withheld by Coinax Bermuda in accordance with this Agreement or as Coinax Bermuda may determine from time to time, acting reasonably.

For the avoidance of doubt, nothing in this definition limits the scope of any Secured Assets or Secured Obligations under Part A, Section 14 (Security Interest).

(C) “Asset Transformation” means the process by which a protocol may upgrade or otherwise change a Digital Asset to a different version (e.g., from v1 to v2 of a Digital Asset). 

(D) “Coinax Bermuda Account” has the meaning given to it in ‎Part A, Section ‎3.1 (Registration of Coinax Bermuda Account);

(E) “Coinax Bermuda Platform” means the technology and connectivity stack, systems, application programming interfaces and user interfaces made available by or on behalf of Coinax Bermuda from time to time through which you may access the Coinax Bermuda Services, which may include user interfaces branded or operated by third parties (for example, the Deribit Exchange) and any successor or replacement interfaces. 

(F) “Coinax Supported Migration” refers to when Coinax Bermuda facilitates the transfer of your Supported Digital Assets to a newer version in connection with an Asset Transformation.

(G) “Core Services” means the Custody Services, Derivatives Brokerage Services, Settlement Services and Digital Asset Services provided by Coinax Bermuda; 

(H) “Custody Services” means the services defined and described in ‎Part C, Section ‎3 (Custody Services); 

(I) “Deribit Rulebook” means the rules, procedures and other conduct of business requirements of the Deribit Exchange for fair and orderly trading on the Deribit Exchange and the powers of the Operator of the Deribit Exchange to supervise the activity on the Deribit Exchange (available at https://support.deribit.com/hc/en-us/articles/25944555524125-Deribit-Exchange-Rulebook);

(J) “Derivatives-Account Spot Trade” means a spot trade in Supported Digital Assets initiated from within your derivatives account or portfolio, as further described in Part C, Section 2;

(K) “Derivatives Brokerage Services” means the services defined and described in ‎Part B, Section ‎1 (Derivatives Brokerage Services) of this Agreement;

(L) “Digital Asset” means any digital asset (including a virtual currency or virtual commodity) which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network;

(M) “Digital Asset Services” means the services defined and described in ‎Part C, Section 1, of this Agreement;

(N) “Digital Asset Wallet” means one or more hosted wallets enabling you to store, track, transfer, and manage Supported Digital Assets;

(O) “Direct Exchange Trade” means any derivatives transaction (including any related order, position, fee, funding payment, premium, mark-to-market amount or close-out amount) entered into by you directly with the Operator of the Deribit Exchange where you are a Settlement Service Client;

(P) “Eligibility Criteria” means the criteria specified by Coinax Bermuda to be eligible for the applicable Coinax Bermuda Services, as published by Coinax Bermuda from time to time and subject to change;

(Q) “Initial Margin” means:

1. in relation to an open Order on a Derivative Contract, the Margin that is required to enter into a new position or increase an existing Position; and
2. in relation to an open Position on a Derivative Contract, the Margin that is blocked within your Coinax Bermuda Account due to it being used to support open Positions;
3. in relation to Cross Collateral Standard Margin, the sum of all initial margin for all instruments that settle in a Settlement Currency X, plus the sum of the initial margin for all instruments that settle in other Settlement Currencies, converted into the Settlement Currency X; and
4. in relation to the Cross Collateral Portfolio Margin, the amount calculated through a risk-based model that takes into account all instruments across all currencies that is expressed in a Settlement Currency.

in each case as calculated by Coinax Bermuda in accordance with the Deribit Rulebook and as notified to you via the Coinax Bermuda Platform. The manner in which Initial Margin is calculated and applied may vary depending on whether your Coinax Bermuda Account is configured for Segregated Standard Margin, Segregated Portfolio Margin, Cross Collateral Standard Margin or Cross Collateral Portfolio Margin, in each case as set out in Part B and the Deribit Rulebook. 

(R) “Maintenance Margin” means the Margin Balance that is required to maintain a Position. For Cross Collateral Standard Margin, Maintenance Margin is the sum of the Maintenance Margin for all instruments that settle in a Settlement Currency X, plus the Maintenance Margin for all instruments that settle in other Settlement Currencies, converted into Settlement Currency X. For Cross Collateral Portfolio Margin, Maintenance Margin is a fraction (between 0 and 1) of the Initial Margin, as determined by the Operator of the Deribit Exchange in accordance with the Deribit Rulebook;

(S) “Margin” means the Equity, in the form of Supported Digital Assets you are required to provide as collateral or security, and, where required, that may be utilised to manage the credit risk arising from potential losses incurred by you, in respect of a relevant Trade. There are two types of Margin, “Initial Margin” and “Maintenance Margin”, as defined in this Agreement;

(T) “Margin Requirements” means, in respect of any Trade or Direct Exchange Trade, the Margin requirements which apply to your positions, as (i) determined by the Operator of the Deribit Exchange in accordance with the Deribit Rulebook and (ii) notified to you by CBBM on the Coinax Bermuda Platform (and/or, in the case of Direct Exchange Trades, made available to you directly by the Operator of the Deribit Exchange) from time to time;

(U) “Month” and “Monthly” as the context requires, means a full calendar month;

(V) “Order” means a firm offer placed by you through the Coinax Bermuda Platform, for execution by CBBM on your behalf on the Deribit Exchange to enter into a Derivative Contract, at a specific value or volume, which if executed results in a Trade, and including any requested amendments to any of the foregoing; 

(W) “Settlement Service” means the service described in Part B, Section 13 (Settlement Service) under which CBBM acts as your custodian of Margin and other collateral and as your settlement agent in respect of derivatives transactions which you enter into directly with the Operator of the Deribit Exchange (and not via the Derivatives Brokerage Services);

(X) “Settlement Service Client” means a client to whom CBBM provides the Settlement Service;

(Y) “Spot Entity” means your Linked Coinax Entity (or, where applicable, CBSL or CBBM) acting in its capacity as the provider of spot trading services to you, as further described in Part C, Section 2;

(Z) “Spot Terms” means the terms of your Linked Account Terms that govern the spot trading services provided to you by your Spot Entity;

(AA) “Supported Digital Asset” means only those particular Digital Assets listed as available to trade or custody in your Digital Asset Wallet. Coinax Bermuda Services and Supported Digital Assets may vary by jurisdiction;

(BB) “Trade” means you entering into a Derivative Contract following the execution of an Order; and

(CC) “Website” means www.deribit.com.

(DD) For the purposes of the Derivatives Brokerage Services and the Settlement Service, terms such as ‘Equity’, ‘Margin Balance’, ‘Initial Margin’, ‘Maintenance Margin’ and ‘Margin Requirements’ have the meanings given in Part B, Section 1.

1.9 Accepting Applicable Terms. By signing up to use an account through https://international.Coinax.com/, or any of our associated websites, application programming interfaces (“APIs”), or mobile applications (collectively the “Site”), you agree that you have read, understood, and accept all of the terms and conditions contained in this Agreement that are relevant to the services, including our Communications Policy in Appendix 2, as well as our Privacy Policy, Cookie Policy and Prohibited Use Policy.

1.10 Services We Provide. We refer to the:

(A) Derivatives Brokerage Services;

(B) Settlement Services;

(C) Digital Asset Services, including Custody Services;

(D) Additional Services; and

(E) such other services as may be offered by Coinax Bermuda from time to time,

collectively, as the “Coinax Bermuda Services”. Each Coinax Bermuda Service is subject to the fulfilment of the relevant Eligibility Criteria. The Coinax Bermuda Services can be accessed via the Coinax Bermuda Platform. 

1.11 Amendment of this Agreement: We may amend this Agreement (including in relation to any other Coinax Bermuda Services) from time to time, We will only make material amendments for a valid reason, such as: (a) to reflect a change in, or in our reasonable interpretation of, applicable law, regulation, rule, sanction or regulatory guidance, or any direction, request or expectation of a competent authority (including the Bermuda Monetary Authority, the Dubai Virtual Asset Regulatory Authority or the Operator of the Deribit Exchange); (b) to reflect a change to the Deribit Rulebook or to our operational, settlement, custody, margining, security, risk-management or service-provider arrangements; (c) to introduce, withdraw or vary a product, service or feature, or to reflect a change in technology or systems; (d) to protect the security, integrity or resilience of the Coinax Bermuda Services, or to address fraud, financial crime or other risks; (e) to reflect a change in our costs or in market conditions; or (f) to make this Agreement clearer or fairer to you or to correct an error. 

Where an amendment is material, we will give you at least 30 days’ prior notice (unless a shorter period is required by law or regulation, or is necessary to address an immediate legal, security or financial-crime risk). We will provide notice by publishing the revised Agreement (a “Revised Agreement“) on the Site and, in the case of material amendments, by an additional notice to you (for example, by email to the address associated with your Coinax Bermuda Account or via the Coinax Bermuda Platform). Amendments will not apply retroactively.

If you do not agree with an amendment, you may close your Coinax Bermuda Account and cease using the Coinax Bermuda Services at any time before it takes effect, at no additional charge (subject to settling any amounts you owe and closing out or transferring any open positions). Your continued access to or use of the Coinax Bermuda Services after a Revised Agreement takes effect constitutes your acceptance of it. Copies of the most up-to-date version of the Agreement will be available on the Site or on request at all times. Nothing in this Section affects any rights you have under applicable law that cannot be excluded or limited.

IMPORTANT NOTICE – TRANSITIONAL ARRANGEMENTS

1.12 This version of the Coinax User Agreement (the “New Agreement“) becomes effective on 9 September 2026 (the “Default Effective Date“). Coinax Bermuda may, however, bring this New Agreement into effect earlier than the Default Effective Date for specified categories of users (including new users who register on or after a date specified by Coinax Bermuda), as further described in Section 1.13 (Transitional Arrangements). The date on which this New Agreement becomes effective for you is your “Effective Date“. Until your Effective Date, your relationship with Coinax Bermuda continues to be governed by the previous version of the Coinax User Agreement (the “Existing Agreement“), which is available here (or such other URL as Coinax Bermuda may notify from time to time). Please read Section 1.13 (Transitional Arrangements) below for further details.

1.13 Transitional Arrangements

(A) Effective Date. This New Agreement will become effective and operative on 9 September 2026 (the “Default Effective Date“), except where an earlier or later date applies to you under this Section 1.13. The date on which this New Agreement becomes effective and operative in respect of you is your “Effective Date“.

(B) Earlier effectiveness for specified users. Coinax Bermuda may, at its sole discretion, bring this New Agreement into effect before the Default Effective Date for any user or category of users that it specifies, by notice published on the Site or otherwise communicated in accordance with Appendix 2 (Communications). Without limitation, Coinax Bermuda may specify a date (an “Early Effective Date“) from which this New Agreement applies to:

(1) all users who register for a Coinax Bermuda Account on or after the Early Effective Date; and/or

(2) any other user or category of users identified by Coinax Bermuda.

Where an Early Effective Date applies to you, that Early Effective Date is your Effective Date, and this New Agreement will govern your relationship with Coinax Bermuda and your use of the Coinax Bermuda Services on and from that date in place of the Existing Agreement.

(C) Deferral of the Effective Date. Coinax Bermuda may, at its sole discretion, defer the Effective Date by notice published on the Site or otherwise communicated to you in accordance with Appendix 2 (Communications).

(D) Existing Agreement remains in force until the Effective Date. Notwithstanding the publication of this New Agreement, up to (but excluding) your Effective Date (the “Transitional Period“) the previous version of the Coinax User Agreement (the Existing Agreement), which is available here, shall continue in full force and effect and shall govern the relationship between you and Coinax Bermuda and your use of the Coinax Bermuda Services.

(E) Notice of Change. By publishing this New Agreement on the Publication Date, Coinax Bermuda is providing you with prior notice, in accordance with Section 1.11 (Amendment of this Agreement) of the Existing Agreement, that the Existing Agreement will be replaced in its entirety by this New Agreement with effect from your Effective Date. Coinax Bermuda will also notify existing customers of this change by email to the address associated with their Coinax Bermuda Account.

(F) Acceptance by new customers. Any customer who registers for a Coinax Bermuda Account, or who first accepts the terms accessible via the URL https://www.Coinax.com/legal/user_agreement/cbbm_cbsl, during the Transitional Period shall be deemed to have:

(1) where this New Agreement is not yet effective for them, accepted and agreed to be bound by the Existing Agreement with immediate effect (and the Existing Agreement shall govern their relationship with Coinax Bermuda until their Effective Date), and accepted and agreed to be bound by this New Agreement with effect from their Effective Date, without the need for further action or acceptance on or after that date; or

(2) where an Early Effective Date specified by Coinax Bermuda applies to them (including by reason of registering on or after an Early Effective Date specified for new users), accepted and agreed to be bound by this New Agreement with immediate effect from that Early Effective Date, without the Existing Agreement applying to them.

(G) Effect on and from the Effective Date. On and from your Effective Date:

(1) this New Agreement shall come into full force and effect and shall replace and supersede the Existing Agreement in its entirety, save in respect of any rights, obligations or liabilities that accrued under the Existing Agreement prior to your Effective Date (which shall continue to be governed by the Existing Agreement); and

(2) your continued access to or use of the Coinax Bermuda Services and/or the Site on or after your Effective Date shall constitute your acceptance of, and agreement to be bound by, this New Agreement.

(H) Right to close your Account. If you do not agree to this New Agreement, you may at any time prior to your Effective Date close your Coinax Bermuda Account and cease using the Coinax Bermuda Services in accordance with Section 9 (Suspension, Termination, and Cancellation) of the Existing Agreement.

(I) Survival of this Section. This Section 1.13 shall cease to have effect on and from the Effective Date, save that paragraph (G)(1) (preservation of accrued rights and liabilities under the Existing Agreement) shall survive indefinitely.

1.14 Dispute Resolution: PLEASE BE AWARE THAT ‎PART A, SECTION ‎11 (CUSTOMER FEEDBACK, QUERIES, COMPLAINTS, AND DISPUTE RESOLUTION) OF THIS AGREEMENT, CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND Coinax BERMUDA. PLEASE READ ‎PART A, SECTION ‎11 CAREFULLY. 

1.15 Order of Precedence. If there is a conflict between this ‎Part A of the Agreement and any other Part, the other Part will take priority.

1.16 Several Liability. You agree that the liability of each of CBBM and CBSL under this Agreement is several and not joint, and each of CBBM and CBSL shall be liable only for their own respective obligations under this Agreement, and solely in respect of the Coinax Bermuda Services delivered by them, and any respective breaches by them of those obligations. This means that each of them is responsible to you for their own breaches of this Agreement, and not for each other’s breaches.

2. Eligibility

2.1 Eligibility Conditions. To be eligible to use any of the Coinax Bermuda Services, if you are an individual you must be at least 18 years old and reside in a country in which the relevant Coinax Bermuda Services are accessible; and if you are an entity, you must be duly organised and validly existing under the applicable laws of the jurisdiction of your organisation. There are certain features which may or may not be available to you depending on your location and other Eligibility Criteria.

3. Account setup

3.1 Registration of Coinax Bermuda Account. To use the Coinax Bermuda Services, you will need to register for a Coinax Bermuda account (a “Coinax Bermuda Account”) by providing your details or, in the case of corporate entities, the details of the legal entity that is entering into this Agreement, including, but may not be limited to, your name, email address and a password, completing certain verification procedures, and accepting the terms of this Agreement. By using a Coinax Bermuda Account, you agree and represent that you will use the applicable Coinax Bermuda Services only for yourself or, where Part A, Section 1.3 applies, on behalf of the legal entity that is entering into this Agreement as an Authorised User, and not on behalf of any third party. Each customer may register only one Coinax Bermuda Account. You are fully responsible for all activity that occurs under your Coinax Bermuda Account. We may, in our sole discretion, refuse to open a Coinax Bermuda Account for you, or suspend, or restrict, or terminate any Coinax Bermuda Accounts (including but not limited to duplicate accounts) or suspend, or restrict, or terminate the trading of specific Digital Assets or derivatives in your Coinax Bermuda Account or the sending of Digital Assets from your Coinax Bermuda Account. Please see ‎Part A, Section ‎11 (Customer Feedback, Queries, Complaints, and Dispute Resolution) below for more information. 

3.2 Consent to Access; Processing and Storage of your Personal Data & Identity Verification. You agree to provide us with the information we request (which we may request during registration for your Coinax Bermuda Account or at any time deemed necessary) for the purposes of identity verification, providing the Coinax Bermuda Services to you (including the establishment of applicable limits), and the detection of money laundering, terrorist financing, fraud, or any other financial crime, including as set out in Appendix 1 (Verification Procedures and Limits) and permit Coinax Bermuda Group to keep a record of such information. 

3.3 Type of Information we May Request. The information we request may include (but is not limited to) personal information such as your name, residential address, telephone number, email address, date of birth, taxpayer identification number, government identification number, information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) network status, customer type, customer role, billing type, mobile device identifiers (e.g. international mobile subscriber identity and international mobile equipment identity) and other subscriber status details, and any such information that Coinax Bermuda is required to collect from time to time under applicable law. Where you are a corporate client, we may also request information relating to the entity you represent (including its legal name, jurisdiction of incorporation, registered address, legal entity identifier, beneficial ownership structure, and constitutional documents) and information relating to each Authorised Person (including business contact information).

3.4 Enhanced Due Diligence: You may also be required to undergo “Enhanced Due Diligence”, where Coinax Bermuda may request that you submit additional information about yourself or your business, provide relevant records, and arrange for meetings with Coinax Bermuda staff so that Coinax Bermuda may, among other things, establish the source of your wealth and source of funds for any transactions carried out in the course of your use of Coinax Bermuda Services.

3.5 Accuracy of Information; Updates and Record‑Keeping. In providing us with this or any other information that may be required, you confirm that the information is true, accurate and complete, and you have not withheld any information that may influence Coinax Bermuda’s evaluation of you for the purposes of your registration for a Coinax Bermuda Account or the provision of Coinax Bermuda Services to you. You undertake to promptly notify in writing and provide Coinax Bermuda with information regarding any changes in circumstances that may cause any such information provided to become false, inaccurate or incomplete and also undertake to provide any other additional documents, records and information as may be required by Coinax Bermuda and/or applicable law. You permit us to keep records of such information. We will treat this information in accordance with ‎Part A, Section ‎12 (Data Protection). 

3.6 Authorisations for Verification and Fraud Prevention You authorise 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. When we carry out these enquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our enquiries in full. This is an identity check only and should have no adverse effect on your credit rating. Additionally, we may require you to wait some amount of time after completion of a transaction before permitting you to use further Coinax Bermuda Services and/or before permitting you to engage in transactions beyond certain volume limits. We 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. Further, you authorise your wireless carrier to use or disclose information about your account and your wireless device, if available, to Coinax Bermuda or its service provider for as long as you have a Coinax Bermuda Account, solely to help them identify you or your wireless device and to prevent fraud.

3.7 Requirement to maintain a Linked Coinax Account. To open and continue to maintain a Coinax Bermuda Account and access the Coinax Bermuda Services, you acknowledge and agree that you may be required to maintain an active account in good standing with a designated member of the Coinax Bermuda Group (or such other Coinax affiliate as Coinax Bermuda may notify to you from time to time via the Coinax Bermuda Platform) that is applicable to your jurisdiction and client classification (such account, your “Linked Coinax Account“, and the entity maintaining it, your “Linked Coinax Entity“). Your Linked Coinax Account will be governed by a separate user agreement, terms and conditions, privacy policy and other contractual documentation entered into between you and your Linked Coinax Entity (your “Linked Account Terms“). The Linked Account Terms are separate from, and in addition to, this Agreement.

3.8 Dependency. You acknowledge and agree that, where you are required to maintain a Linked Coinax Account:

(A) your access to the Coinax Bermuda Services from CBBM relies in part on the websites, systems and services provided to you by your Linked Coinax Entity;

(B) CBBM may share with your Linked Coinax Entity (and your Linked Coinax Entity may share with CBBM) information about you, your Coinax Bermuda Account, your Linked Coinax Account, your transactions, balances, instructions, status and any other matters necessary or appropriate to give effect to the operational, security, settlement, custody, margining and risk management arrangements between CBBM and your Linked Coinax Entity, in each case subject to applicable law and our respective privacy policies; and

(C) your eligibility to use the Coinax Bermuda Services from CBBM may depend on your status, classification and standing with your Linked Coinax Entity.

3.9 Suspension or termination of Linked Coinax Account. Without prejudice to Part A, Section 7 (Suspension, Termination, Events of Default), where you are required to maintain a Linked Coinax Account you acknowledge and agree that, if at any time:

(A) your Linked Coinax Account is suspended, restricted, terminated or closed (whether by you, by your Linked Coinax Entity or otherwise);

(B) your Linked Coinax Entity is no longer able or willing to provide services to you, or to accept or process transfers to or from your Coinax Bermuda Account; or

(C) your Linked Coinax Account ceases to be in good standing, or your eligibility for the relevant Linked Account Terms is withdrawn or lapses,

CBBM may (without further notice and in addition to all of its other rights under this Agreement) suspend, restrict, terminate or close your Coinax Bermuda Account, prevent you from opening any new Orders or Positions, restrict your activity to closing out existing Trades, Direct Exchange Trades and other open positions, exercise its rights under Part A, Section 7 (Suspension, Termination, Events of Default) and Part A, Section 14 (Security Interest), and/or take any other action it considers appropriate in the circumstances.

3.10 No assumption of liability. Coinax Bermuda is not a party to, and has no responsibility or liability under, the Linked Account Terms or in respect of any service provided to you by your Linked Coinax Entity. Your Linked Coinax Entity is not a party to, and (save as expressly provided in this Agreement or under any applicable counterparty acknowledgment) has no responsibility or liability under this Agreement.

4. Authorisation to Transfer Funds between Coinax Bermuda Account and Linked Coinax Account

4.1 Funding of the Coinax Bermuda Account. You acknowledge and agree that:

(A) your Coinax Bermuda Account may only be funded by way of transfers of Supported Digital Assets (and, where applicable, any other supported asset) from your Linked Coinax Account; and

(B) all withdrawals and outgoing transfers of Supported Digital Assets (and any other supported asset) from your Coinax Bermuda Account shall be made to your Linked Coinax Account (or, where Coinax Bermuda expressly permits, to such other destination as you may instruct in accordance with this Agreement and the policies of Coinax Bermuda from time to time).

4.2 Transfers between your Coinax Bermuda Account and your Linked Coinax Account. You authorise and instruct Coinax Bermuda (and, by your acceptance of the Linked Account Terms, your Linked Coinax Entity), without further authorisation, notice to or consent from you, to initiate, process, give effect to and/or accept transfers of Supported Digital Assets and other assets between your Coinax Bermuda Account and your Linked Coinax Account, in either direction, at such times, in such amounts, on such frequency (including on a one-off, periodic, scheduled, end-of-day, intraday, real-time or automated basis), and using such operational arrangements (including any automated, manual, scheduled or instruction-based mechanism) as Coinax Bermuda may determine from time to time to be necessary or appropriate, including for any of the following purposes:

(A) to fund your Coinax Bermuda Account, or to return funds from your Coinax Bermuda Account to your Linked Coinax Account;

(B) to meet your applicable Margin Requirements or to support any Order, Trade, Position, Direct Exchange Trade or other obligation in respect of your Coinax Bermuda Account;

(C) to reduce, cure or avoid any margin deficiency, deficit, debit balance, shortfall or negative equity in your Coinax Bermuda Account;

(D) to return to your Linked Coinax Account any Supported Digital Assets or other assets standing to the credit of your Coinax Bermuda Account that, in Coinax Bermuda’s determination, are in excess of your applicable Margin Requirements and other Secured Obligations to Coinax Bermuda and any other Secured Party at the relevant time;

(E) to settle any fees, commissions, interest, charges, costs, expenses or other amounts owed by you to Coinax Bermuda or any other Secured Party in accordance with this Agreement;

(F) to give effect to any consequence of an Event of Default, suspension, termination or cancellation, or other right of Coinax Bermuda under Part A, Section 7 (Suspension, Termination, Events of Default), or any enforcement of the Security Interest under Part A, Section 14 (Security Interest); and/or

(G) to give effect to any other provision of this Agreement, the Linked Account Terms or any operational, settlement, risk management or security perfection arrangement between Coinax Bermuda and your Linked Coinax Entity that contemplates a transfer of assets between your Coinax Bermuda Account and your Linked Coinax Account.

No transfer made under this Section 4.2 shall result in your Coinax Bermuda Account failing to satisfy applicable Margin Requirements or creating any deficit, debit balance or shortfall, save to the extent such transfer is made in connection with paragraph (E), (F) or (G) above or is otherwise expressly contemplated by this Agreement.

Coinax Bermuda may change the arrangements, mechanisms, frequency and timing of transfers under this Section 4.2 at any time, and the absence of any particular transfer (including any automatic sweep or top-up) shall not constitute a waiver of, or otherwise limit, Coinax Bermuda’s rights under this Agreement.

4.3 Operational arrangements with Linked Coinax Entity. Coinax Bermuda and your Linked Coinax Entity may agree operational, settlement, sweep, top-up, security perfection and information-sharing arrangements (including the use of automated sweeps, daily and intraday settlement cycles and electronic instruction channels) to give effect to this Section 4 and any other provision of this Agreement which contemplates a flow of assets or information between your Coinax Bermuda Account and your Linked Coinax Account. You acknowledge and agree that Coinax Bermuda is entitled and instructed to act on, and your Linked Coinax Entity is entitled and instructed to give effect to, all such operational arrangements (including any automated instructions issued by Coinax Bermuda to your Linked Coinax Entity in connection therewith) without further consent from you.

4.4 Different protection regimes. You acknowledge, understand and agree that:

(A) your Coinax Bermuda Account and the Supported Digital Assets and other assets held in it are governed by this Agreement and by the laws and regulations applicable to Coinax Bermuda (including the Digital Asset Business Act 2018 (as amended) and the rules of the Bermuda Monetary Authority);

(B) your Linked Coinax Account and the assets held in it are governed by the Linked Account Terms and by the laws and regulations applicable to your Linked Coinax Entity, which may be materially different from those applicable to Coinax Bermuda and may afford materially different (including more, less or different) protections, safeguards, segregation requirements, insolvency treatments, compensation scheme coverage and/or rights of recourse to those that apply to assets held with Coinax Bermuda;

(C) where assets are transferred from your Linked Coinax Account to your Coinax Bermuda Account, those assets will cease to be subject to the Linked Account Terms and the regulatory regime applicable to your Linked Coinax Entity and will, from the time they are credited to your Coinax Bermuda Account, become subject to this Agreement, the regulatory regime applicable to Coinax Bermuda and, where applicable, the Security Interest under Part A, Section 14 (Security Interest), the Deribit Rulebook and any other arrangements affecting the Secured Assets;

(D) conversely, where assets are transferred from your Coinax Bermuda Account to your Linked Coinax Account, those assets will cease to be subject to this Agreement and the regulatory regime applicable to Coinax Bermuda and will become subject to the Linked Account Terms and the regulatory regime applicable to your Linked Coinax Entity;

(E) no protection, safeguard, segregation, insolvency treatment, compensation scheme coverage or right of recourse available in respect of assets held with Coinax Bermuda (whether under Bermuda law or this Agreement) extends to or applies in respect of assets held in your Linked Coinax Account, and vice versa; and

(F) you should refer to the Linked Account Terms and any related risk disclosures published by your Linked Coinax Entity for further information regarding the treatment, protection and risk of assets held in your Linked Coinax Account.

4.5 No liability for Linked Coinax Entity acts or omissions. Without prejudice to Part A, Section 8 (Liability), Coinax Bermuda shall not be liable for any loss, delay, error or other consequence arising directly or indirectly from any act, omission, default, failure, suspension, termination, restriction, insolvency or other event affecting your Linked Coinax Account or your Linked Coinax Entity (including any failure, delay or refusal by your Linked Coinax Entity to credit, debit, transfer, hold, release or otherwise deal with any assets in connection with this Section 4), save in the case of Coinax Bermuda’s own fraud, gross negligence or wilful default.

5. Fees, Taxes, Set-Off

5.1 Fees, Interest, Commissions and Charges. You agree to be responsible for the payment of and pay all fees. The relevant fees for the Coinax Bermuda Services shall be published on the Coinax Bermuda Platform, as amended from time to time, and shall form part of this Agreement.

5.2 Payment. You shall promptly pay all of Coinax Bermuda’s fees, interest, commissions and/or other charges at such rates and in such manner as Coinax Bermuda may impose and stipulate from time to time with respect to the delivery and/or performance of any Coinax Bermuda Services or otherwise for the maintenance of your Coinax Bermuda Account (as defined below) or the provision of any service to you or in connection with your Coinax Bermuda Account.

5.3 Variation of Fees. Coinax Bermuda reserves the right from time to time in its sole and absolute discretion and by notice to you to vary the rates of fees, interest, commissions and charges or impose other fees, interest, commissions and charges. Fees, interest, commissions and other charges may be quoted on request, posted on the Coinax Bermuda Platform or individually notified via email or other modes of communication as Coinax Bermuda in its sole and absolute discretion may deem fit. It is your responsibility to ensure that you are aware of current applicable fees, interest, commission, charges and rates.

5.4 Third-Party Fees. Where the Coinax Bermuda Services involve access to services provided by or through a third party (including the Deribit Exchange), fees payable by you in respect of those services may be set by the relevant third party and collected by or on behalf of Coinax Bermuda by that third party on a pass-through basis. Details of any such fees will be made available on the Coinax Bermuda Platform or notified to you in accordance with Part A, Section ‎4.3. For the avoidance of doubt, Coinax Bermuda may be separately remunerated by the relevant third party in connection with the provision of such services.

You acknowledge and agree that, in connection with CBBM acting as your agent and routing your Orders to the Deribit Exchange (as described in Part B, Section 2.1):

(A) CBBM may receive commissions, rebates, payments or other remuneration from the Operator of the Deribit Exchange in connection with your Orders, Positions and/or Trades, including (without limitation) amounts calculated by reference to your trading activity or the fees you pay; and

(B) CBBM may retain all or part of any such commissions, rebates, payments or other remuneration as compensation for the Derivatives Brokerage Services it provides to you, in addition to any fees charged to you under this Agreement.

By using the Derivatives Brokerage Services, you provide your informed consent to CBBM receiving and retaining such remuneration on the basis described in this Section.

5.5 Settlement. All commissions, interest, fees, charges or other amounts owed by you to Coinax Bermuda may be settled by Coinax Bermuda at its sole and absolute discretion on the day they fall due by debiting your Coinax Bermuda Account with the relevant amount payable by you. In the event that there are insufficient Digital Assets in your Coinax Bermuda Account, you acknowledge that any amount due and payable from you under this Agreement is a debt immediately due and owing by you to Coinax Bermuda (or either of CBBM or CBSL, as applicable).

5.6 Interest. Coinax Bermuda shall be entitled at its sole and absolute discretion to charge interest on any amount due to Coinax Bermuda from you at such rate and calculated and/or compounded in such manner as Coinax Bermuda may impose and determine from time to time and to debit any Coinax Bermuda Account in respect of the interest due.

5.7 Deductions and Withholdings. All amounts owed to Coinax Bermuda shall be settled in such Digital Assets as solely determined by Coinax Bermuda from time to time and shall be free of deduction or withholdings (if applicable). If you are required to effect such deductions or withholdings, then the amount due to Coinax Bermuda shall be increased by such amount as shall result in Coinax Bermuda receiving an amount equal to the amount Coinax Bermuda should have received in the absence of such deduction or withholding.

5.8 Taxes. You are solely responsible for reporting and paying any applicable taxes arising from transactions using Coinax Bermuda Services, and acknowledge that Coinax Bermuda does not provide investment, legal, or tax advice governing these transactions. You understand that Coinax Bermuda may report information with respect to your transactions, payments, transfers, or distributions made by or to you with respect to your activities using Coinax Bermuda Services to a tax or governmental authority to the extent such reporting is required by applicable law. Coinax Bermuda also shall withhold taxes applicable to your transactions or to payments or distributions made or deemed made to you to the extent such withholding is required by applicable law. From time to time, Coinax Bermuda shall ask you for tax documentation or certification of your taxpayer status as required by applicable law, and any failure by you to comply with this request in the time frame identified may result in withholding and/or remission of taxes to a tax authority as required by applicable law. In addition, Coinax Bermuda may, to the extent permitted by applicable law, limit, suspend, or block your access to some or all of the Coinax Bermuda Services until such tax documentation or certification is provided. 

5.9 Repayment. If for any reason Coinax Bermuda cannot effect payment or repayment to you in a particular Digital Asset in which payment or repayment is due, Coinax Bermuda may affect payment or repayment in an equivalent amount of any other Digital Assets selected by Coinax Bermuda based on a rate of exchange solely determined by Coinax Bermuda, acting reasonably, in respect thereof at the relevant time.

5.10 Set-off. Without prejudice to any right of set off under this Agreement or applicable law, you acknowledge and agree that CBBM and/or CBSL may set-off all amounts of whatever nature, denominated in whatever Digital Asset or currency or otherwise and wherever arising which are due from you (or, where appropriate, from the relevant entity for whom you are acting) or to you (or, where appropriate, to the relevant entity for whom you are acting) in respect of the Coinax Bermuda Services and/or any other Coinax Bermuda Services provided to you through the Coinax Bermuda Platform or otherwise. You further acknowledge and agree that CBBM and/or CBSL may set-off all amounts of whatever nature that are held anywhere within the Coinax Bermuda Group and that you (or, where appropriate, the entity for whom you are acting) will not be entitled to exercise any right of set-off or counterclaim against amounts due to CBBM and/or CBSL.

5.11 Sub-Precision Amounts (Dust). The Coinax Bermuda Services, and the systems and venues that support them (including the Deribit Exchange), can only process and hold balances of each Supported Digital Asset up to a set number of decimal places. From time to time, a deposit, transfer, trade or balance may include a very small residual fraction that is below the smallest amount we are able to support for that asset (“Dust“). Where this happens, we will round your balance down to the nearest supported amount, and you agree that any resulting Dust will be transferred to us and may be retained by us for our own account. Dust amounts are by their nature very small and, once forfeited, will not be held for you, will not earn any rewards or interest, and will not be returned to you. This Section does not affect any rights you have under applicable law that cannot be excluded.

6. Transactions limits

6.1 General. Your transaction limits may vary depending on the services, your payment method, verification steps you have completed, and other factors including how much leverage you are maintaining within your Coinax Bermuda Account and the balance of your Equity. We reserve the right to change applicable limits as we deem necessary. 

7. Suspension, Termination, Events Of Default

7.1 Event of Default. It shall be an “Event of Default” under this Agreement if:

(A) the Margin held in respect of any one or more of your Trades, Direct Exchange Trades or Positions, or the aggregate Margin held across your Coinax Bermuda Account, falls below applicable Margin Requirements (whether assessed on a per-Trade, per-position, per-Settlement Currency or portfolio / cross-collateral basis, as applicable);

(B) you have failed to comply with or perform any of your obligations hereunder, whether in respect of your Coinax Bermuda Account, any Trades, Direct Exchange Trades or Positions, or otherwise, and/or you have failed to comply with or perform any obligation under this Agreement or any other agreement with Coinax Bermuda relating to services provided by Coinax Bermuda to you (including without limitation your failure to make, when due, any payment or delivery required to be made by you under this Agreement, or to provide, maintain or top up Margin or other collateral when required (whether in respect of a particular Trade, Direct Exchange Trade or Position or on an aggregate, portfolio or account-wide basis));

(C) any representation, warranty, agreement or undertaking made by you to Coinax Bermuda (whether under or in connection with this Agreement or any other material statement made by you in or in connection with the same) is untrue, inaccurate, incomplete or misleading in any respect at the time when made by you or thereafter at any time becomes untrue, inaccurate, incomplete or misleading in any respect and you fail to inform Coinax Bermuda of the true position as soon as reasonably practicable;

(D) in the event that you are an individual – you become deceased, bankrupt or commence action (or have any action commenced against you) to place you into bankruptcy or personal insolvency or you are otherwise unable to pay your debts as and when they fall due;

(E) in the event that you are acting on behalf of a partnership – any of the partners thereof shall become deceased, bankrupt or commence action (or have any action commenced against them) to place them into bankruptcy or personal insolvency or are otherwise unable to pay their debts as and when they fall due or if any action is commenced to dissolve the partnership;

(F) in the event that you are a corporation or are acting on behalf of a corporation – the corporation shall be unable to pay its debts as and when they fall due, or action is commenced to place the corporation in insolvency, judicial management, receivership, administrative management, or any similar or analogous proceedings;

(G) any investigation, claim, action or proceeding of any nature is commenced against you (including without limitation investigation into suspected market abuse, manipulation or other criminal conduct), you have breached applicable laws or steps are taken by any person to enforce any security interest against you;

(H) a credible allegation of fraud, misconduct, embezzlement, money laundering, insider trading, market manipulation abuse or other material illegality, breach of regulation or impropriety is made against you (whether by Coinax Bermuda or a third party) or Coinax Bermuda otherwise reasonably believes that you have used the Coinax Bermuda Services with improper intent, which Coinax Bermuda, acting in good faith and a commercially reasonable manner, believes could reasonably result in reputational harm to Coinax Bermuda, compromise the integrity of the markets maintained by Coinax Bermuda and/or result in losses being sustained by other users;

(I) in relation to you, a default, Event of Default, termination event or the like occurs or becomes capable at such time of being declared under any other agreement of whatever nature with any affiliate of Coinax Bermuda;

(J) any event or circumstance occurring which, in the reasonable opinion of Coinax Bermuda, has or is reasonably likely to have a Material Adverse Effect with regard to you. For the purpose of this ‎Part A, Section ‎7.1 “Material Adverse Effect” shall mean a material adverse effect on (a) your business, operations, property, condition (financial or otherwise) or prospects; or (b) your ability to perform obligations under this Agreement, or (c) the validity or enforceability or effectiveness of this Agreement, or (d) the rights and remedies of Coinax Bermuda under this Agreement;

(K) in the event that you are an institutional client – in relation to you, any indebtedness or other financial obligation in an amount greater than U.S. $250,000 (or its equivalent in any other currency or currencies) becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments with any other party before it would otherwise have been due and payable or by reason of any default, Event of Default, termination event or the like on your part; or

(L) Coinax Bermuda reasonably believes that any of the circumstances set out under Sections (A) – (K) above are likely to happen and Coinax Bermuda also reasonably believes that any action described in ‎Part A, Section ‎7.2 (Consequences Of An Event Of Default) below is necessary, desirable or expedient to protect its interests or the interests of Coinax Bermuda’s other clients.

7.2 Consequences Of An Event Of Default. Where an Event of Default occurs, Coinax Bermuda may (but is not obliged to) immediately or any time thereafter do any one or more of the following without prior notice:

(A) suspend (indefinitely or otherwise) cancel or terminate any Coinax Bermuda Account, any services provided to you and/or Coinax Bermuda’s broader relationship with you or prohibit you from opening any Coinax Bermuda Account and/or accelerate any and all of your liabilities to Coinax Bermuda (including any and all fees, interest, commission, and charges owed by you to Coinax Bermuda) so that they shall become immediately due and payable;

(B) liquidate, accelerate, and/or close out any outstanding transaction (including any trade which has yet to be settled on the date on which Coinax Bermuda terminates such transaction) by determining its value in good faith and in its absolute discretion as of the date of such liquidation, acceleration or close-out as soon as practicable thereafter. You agree that where the same relates to a Derivative Contract, such shall be carried out by Coinax Bermuda by unilateral instruction to the Operator of the Deribit Exchange;

(C) at such times and manner as Coinax Bermuda may reasonably determine based on, but not limited to, market conditions and portfolio health, sell or otherwise transfer any Digital Assets or other property which Coinax Bermuda may hold for you or which has been transferred to Coinax Bermuda by you and apply the proceeds to the discharge of your obligations, subject to Coinax Bermuda’s rights to set-off and net amounts owed as between you and Coinax Bermuda as set out under ‎Part A, Section ‎5.10 (Set-off) of this Agreement or otherwise under this Agreement or applicable laws;

(D) vary the applicable Margin Requirements and/or liquidate or exercise its power to sell the Margin or part thereof at a price which Coinax Bermuda deems appropriate in the circumstances. You agree that where the same relates to a Derivative Contract, such shall be carried out by Coinax Bermuda by unilateral instruction to the Operator of the Deribit Exchange;

(E) apply any amounts of whatsoever nature standing to your credit against any amounts which you owe under this Agreement (of whatsoever nature and howsoever arising, including any contingent amounts), or generally to exercise Coinax Bermuda’s rights of netting and set-off as set out under ‎Part A, Section ‎5.10 (Set-off) of this Agreement or otherwise under this Agreement or applicable laws;

(F) demand any shortfall after the application of ‎Part A, Section ‎7.2‎(C) above from you, or hold any excess pending full settlement of any other of your obligations, or pay any excess to you by way of any methods deemed appropriate by Coinax Bermuda;

(G) restrict your ability to withdraw any Digital Assets from any Coinax Bermuda Account; 

(H) in the event that Coinax Bermuda determines that the user is in Event of Default under Part A, Section‎ 6.1(H) of this Agreement, Coinax Bermuda reserves the right (without liability to the user or any third party) to unwind or reverse any transactions (as relevant by instruction to the Operator of the Deribit Exchange), freeze any or all amounts allocated to user’s Coinax Bermuda Account, and/or deduct any amounts allocated to user’s Coinax Bermuda Account that relate to or arise out of any transactions entered into by the user in connection with any of the circumstances referred to in ‎Part A, Section 7.1(H); or

(I) where you are a Settlement Service Client, give effect to any instruction, notification or direction received from the Operator of the Deribit Exchange in respect of your Direct Exchange Trades or any Settlement Service Collateral, including (without limitation) instructions to liquidate, close out, transfer, lock, release, debit, credit or otherwise apply any portion of your Settlement Service Collateral or your Coinax Bermuda Account, in each case in accordance with Part B, Section 13 (Settlement Service) and Part A, Section 14 (Security Interest). Coinax Bermuda shall not be liable for acting on any such instruction or direction it reasonably believes (acting in good faith and in a commercially reasonable manner) to have been given by, or on behalf of, the Operator of the Deribit Exchange, save in the case of Coinax Bermuda’s gross negligence, wilful default or fraud.

To the extent permitted under applicable law, you will be responsible for the reasonable costs and expenses of collection of any unpaid deficiency in your Coinax Bermuda Account including, but not limited to, legal counsel’s fees incurred and payable or paid by Coinax Bermuda, and shall be responsible for any other reasonable costs and expenses incurred by Coinax Bermuda in exercising any of its rights under this Section ‎6 pursuant to any Event of Default.

7.3 Suspension, Termination and Cancellation. All offers to trade are subject to acceptance by us. We may: (a) refuse to complete, or place on hold, block, cancel or reverse a transaction you have authorised (even after funds have been debited from your Coinax Bermuda Account), (b) suspend, restrict, or terminate your access to any or all of the Coinax Bermuda Services, (c) limit the use of the Coinax Bermuda Platform, and/or (d) deactivate or cancel your Coinax Bermuda Account with immediate effect for good reason, including, but not limited to where:

(A) we are required by a governmental authority to do so or under applicable law;

(B) you fail to pay fees within 7 days of the due date;

(C) you are, or appear to be, unable to meet your obligations in respect of one or more trades;

(D) you are subject to an insolvency event of any type (as determined in our absolute discretion);

(E) you do not place a trade on the Coinax Bermuda Platform for a continuous period of 3 months provided that this paragraph (E) shall not apply to (i) Settlement Service Clients in respect of any period during which they hold Settlement Service Collateral with Coinax Bermuda or maintain open Direct Exchange Trades with the Operator of the Deribit Exchange, or (ii) clients whose use of the Coinax Bermuda Services is solely for Custody Services;

(F) any investigation, claim, action or proceeding of any nature is commenced against you (including without limitation investigation into suspected market abuse, manipulation or other criminal conduct), you have breached applicable laws or steps are taken by any person to enforce any security interest against you;

(G) you are in breach of this Agreement;

(H) we otherwise feel it is necessary in order to protect us or the Coinax Bermuda Platform; or

(I) we (or any member of the Coinax Bermuda Group, or the Operator of the Deribit Exchange) are required, or reasonably consider it necessary or desirable, to do so in order to comply with, or in light of any change to (or any change in interpretation of), any applicable law, regulation, rule, sanction, order, guidance or licence condition, or any direction, request or expectation of any governmental, regulatory, judicial, fiscal or self-regulatory authority (including, without limitation, the Bermuda Monetary Authority, the Dubai Virtual Asset Regulatory Authority, and any other regulator with jurisdiction over Coinax Bermuda, any Coinax Bermuda Group entity or the Operator of the Deribit Exchange).

7.4 Insufficient Funds. We may also refuse to complete or block, cancel or reverse a transaction you have authorised where there is insufficient Digital Assets in your Digital Asset Wallet to cover the transaction and (where applicable) associated fees at the time that we receive notification of the transaction or if your credit or debit card or any other valid payment method linked to your Coinax Bermuda Account or Digital Asset Wallet is declined.

7.5 Protecting Service Integrity and Security. We reserve the right to take such measures as may be necessary to protect the integrity and security of Digital Assets and the Coinax Bermuda Services generally, including (but not limited to) temporarily suspending the Coinax Bermuda Services for a specified or indefinite period of time. Where it is practically and commercially feasible to do so, we will use our reasonable efforts to provide you with notice of any such operational changes, however, such disruption may be a consequence of matters 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. If we are unable or refuse to complete any attempted transaction in circumstances where the Coinax Bermuda Services are suspended, we bear no liability for any purported or actual loss arising as a consequence of your inability to effect transactions during the time for which the Coinax Bermuda Services (or your Coinax Bermuda Account) are suspended. 

7.6 Notice, Reasons and Reinstatement Following Suspension. If we suspend, restrict or close your Coinax Bermuda Account, and / or terminate your use of Coinax Bermuda Services, we will (unless it would be unlawful for us to do so) provide you with notice of our actions and the reasons for refusal, suspension or closure, and where appropriate, with the procedure for correcting any factual errors that led to the refusal, suspension or closure of your Coinax Bermuda Account. In the event that we refuse to complete a transaction and / or suspend your Coinax Bermuda Account, we will lift the suspension or complete the transaction as soon as reasonably practicable once the reasons for refusal and / or suspension no longer exist. However, we are under no obligation to allow you to reinstate a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction.

7.7 Discretionary Termination on Notice. Notwithstanding the foregoing, we may suspend, restrict, or terminate your access to any or all of the Coinax Bermuda Services and/or deactivate or cancel your Coinax Bermuda Account, without reason, by giving you 30 days’ notice. You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your Coinax Bermuda Account, may be based on confidential criteria that are essential for the purposes of our risk management and security protocols. You agree that Coinax Bermuda is under no obligation to disclose the details of its risk management and security procedures to you.

7.8 Consequences of Termination or Suspension. On termination of this Agreement for any reason, unless prohibited by applicable law or by any court or other order to which Coinax Bermuda is subject in any jurisdiction, you are permitted to access your Coinax Bermuda Account for ninety (90) days thereafter for the purposes of closing out Trades, and/or transferring Supported Digital Assets out of your Digital Asset Wallet(s) and / or out of the Coinax Bermuda Platform. In addition, where you are a Settlement Service Client, the consequences of termination shall be governed by Part B, Section 13.12 (Termination of the Settlement Service); in particular, (i) any Settlement Service Collateral shall continue to be subject to the Security Interest, the Deribit Rulebook and the operational arrangements between Coinax Bermuda and the Operator of the Deribit Exchange until all your obligations to the Operator of the Deribit Exchange in respect of open Direct Exchange Trades have been satisfied or otherwise discharged, (ii) Coinax Bermuda may continue to act on instructions of the Operator of the Deribit Exchange in respect of such Settlement Service Collateral during such period, and (iii) you remain solely responsible for managing your relationship with the Operator of the Deribit Exchange and arranging for an alternative custody and settlement arrangement acceptable to the Operator. You are not permitted to use the Coinax Bermuda Services or your Coinax Bermuda Account for any other purposes during these periods and we may, at our discretion, limit the functionality of the Coinax Bermuda Platform or access to the Site for you accordingly. 

7.9 Reverification. If we suspend or close your Coinax Bermuda Account or terminate your use of Coinax Bermuda Services for any reason, we reserve the right to require you to re-complete the procedures outlined at ‎Part A, Section ‎3.2 (Consent to Access; Processing and Storage of your Personal Data & Identity Verification) before permitting you to transfer or withdraw Supported Digital Assets. You may cancel your Coinax Bermuda Account at any time by visiting: https://help.Coinax.com/en/Coinax/managing-my-account/update-my-account/how-can-i-close-my-account. You will not be charged for cancelling your Coinax Bermuda Account, although you will be required to pay any outstanding amounts owed to us. You authorise us to cancel or suspend any pending transactions at the time of cancellation.

7.10 Discontinuation of Product, Service or Feature. Coinax Bermuda may discontinue or change any product, service, or feature, in its sole discretion, at any time. You agree that we may transfer you to a product or service that is reasonably similar to the discontinued or changed product or service, to the extent such product or service exists. We will provide you with prior notice of material changes, discontinuation, or the transfer related to a product, service, or feature, to the extent required or applicable

7.11 Regulatory Change. Without prejudice to Part A, Section 1.11 (Amendment of this Agreement) and Part A, Section 7.3 (Suspension, Termination and Cancellation), Coinax Bermuda may, at any time and with immediate effect (or with such period of notice as may be required by applicable law or regulation), amend this Agreement, vary the scope, features, fees or availability of any Coinax Bermuda Service, suspend or terminate any Coinax Bermuda Service, and/or impose additional conditions on your use of any Coinax Bermuda Service, in each case to the extent that Coinax Bermuda (acting reasonably and in good faith) considers it necessary or desirable to do so in order to:

(A) Comply with, or to address any change in (or change in interpretation of), any applicable law, regulation, rule, sanction, order, guidance, licence condition, accounting standard or market practice;

(B) comply with any direction, request or expectation of any governmental, regulatory, judicial, fiscal or self-regulatory authority (including the Bermuda Monetary Authority, the Dubai Virtual Asset Regulatory Authority and any other regulator with jurisdiction over Coinax Bermuda, any Coinax Bermuda Group entity or the Operator of the Deribit Exchange); or

(C) reflect any change to the Deribit Rulebook, the operational arrangements between Coinax Bermuda and the Operator of the Deribit Exchange, or any agreement between Coinax Bermuda and any Coinax Bermuda Group entity or third-party service provider, in each case which Coinax Bermuda considers materially affects its ability to provide the Coinax Bermuda Services in accordance with this Agreement.

Coinax Bermuda shall use commercially reasonable efforts to give you such prior notice of any action under this Section 7.11 as is reasonably practicable in the circumstances, but shall not be liable for any failure to do so where prior notice is not reasonably practicable, would be unlawful or would be inconsistent with Coinax Bermuda’s regulatory obligations.

8. Liability

8.1 Release of Coinax Bermuda. If you have a dispute with any third party in connection with your use of the Coinax Bermuda Services (including any counterparty to a transaction executed through or in connection with the Coinax Bermuda Platform, any other user of the Coinax Bermuda Platform, any exchange or trading venue accessible through it, any custodian, any Liquidity Support Provider, any Data Provider, any bank or payment provider, or any other third-party service provider), you release and agree that neither we nor our affiliates or service providers, nor any of our respective officers, directors, agents, joint venturers, employees and representatives, will be liable for any claims, demands and damages (actual and consequential, direct or indirect) of any kind or nature arising out of or in any way connected with such disputes. 

8.2 Indemnification. You agree to indemnify us, our affiliates and service providers, and each of our, or their, respective officers, directors, agents, employees and representatives, in respect of any costs (including attorneys’ 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: (A) your breach and / or our enforcement of this Agreement (including any fraudulent, negligent or reckless act, omission or default or your misuse of the Coinax Bermuda Services); (B) your violation of any applicable law, rule or regulation (including any laws or regulations relating to inside information, market abuse, market manipulation, anti-money laundering, counter-terrorist financing, sanctions or tax); (C) your violation of the rights of any third party; or (D) any inaccurate, incomplete or unauthorised instruction given by you or under your Coinax Bermuda Account. If you fail to pay any amount when due under this Agreement, you agree to reimburse us for all reasonable costs we incur in recovering such amount, including legal fees, court costs, collection agency fees, and any applicable interest calculated in accordance with this Agreement.

8.3 Limitations of Liability. Subject to Section 8.5 (Applicable Law), Coinax Bermuda’s total aggregate liability to you for any individual claim or series of connected claims for losses (whether such losses are contingent, consequential or direct), costs, liabilities or expenses which you have suffered or may suffer arising out of, or in connection with, any breach by Coinax Bermuda of this Agreement shall be limited to the aggregate fees, commissions and other amounts paid by you to Coinax Bermuda in respect of the Coinax Bermuda Services in the twelve (12) months immediately preceding the event or circumstance giving rise to your claim.

8.4 Limitation of Loss. In addition to the liability cap at ‎Part A, Section ‎8.3 (Limitations of Liability) above, in no event shall Coinax Bermuda, our affiliates or 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:

(A) 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, whether direct or indirect, even if Coinax Bermuda is advised of or knew or should have known of the possibility of the same; or any damages arising out of or relating to Digital Assets that are not Supported Digital Assets. This means, by way of example only (and without limiting the scope of the preceding sentence), that if you claim that we failed to process a Digital Asset Transaction, Order, Trade or Direct Exchange Trade properly, your damages that you can recover are limited as set out in Section 8.3 above, and you may not recover for any “loss” of anticipated trading profits or for any actual trading losses made as a result of the failure to buy, sell, hold or close out the relevant Supported Digital Asset, Derivative Contract or Direct Exchange Trade; 

(B) 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; any diminution in value; or any other loss of revenue or actual or anticipated savings, whether direct or indirect, even if we are advised of or knew or should have known of the possibility of the same; 

(C) any loss of use of hardware, software or data and / or any corruption of data; as well as and including but not limited to any losses or damages arising out of or relating to: (i) any inaccuracy, defect or omission of Digital Asset price data, Market Data, index, benchmark, mark price, settlement price, funding rate or other reference data; (ii) any error, delay or interruption in the transmission of such data; (iii) viruses or other malicious software obtained by accessing our websites, software, systems operated by us or on our behalf or any of the Coinax Bermuda Services, the Coinax Bermuda Platform, the Site or any website or services linked to our websites; (iv) glitches, bugs, errors, or inaccuracies of any kind in our websites, software, systems operated by us or on our behalf, any Coinax Bermuda Service, the Coinax Bermuda Platform or the Site; (v) any suspension, restriction, termination or other action taken with respect to your Coinax Bermuda Account or any Coinax Bermuda Service; (vi) any order not being executed, accepted, recorded, modified, cancelled or remaining open; (vii) any market disruption, halt, suspension, Fast Market, Mistrade, liquidation, socialised loss, transfer to a Liquidity Support Provider, corporate action, fork, airdrop, or other event affecting any underlying or Reference Asset; or (viii) any failure, delay or default by, or any act or omission of, the Operator of the Deribit Exchange, any Liquidity Support Provider, any Data Provider, any custodian, any bank or payment provider, any blockchain network or any other third party; and

(D) any loss or damage whatsoever which does not arise directly as a result of our breach of this Agreement (whether or not you are able to prove such loss or damage).

8.5 Applicable Law. The limitation of liability in this ‎Part A, Section ‎8 (Liability) is subject to any obligations that we have under applicable law and regulation, including our obligation to exercise reasonable care and skill in our provision of the Coinax Bermuda Services. Nothing in this Agreement shall limit our liability resulting from our fraud or fraudulent misrepresentation, gross negligence, wilful default or deliberate misconduct, for death or personal injury resulting from either our or our subcontractors’ negligence, or any other liability which cannot be excluded or limited under applicable law.

8.6 No Warranties. The Coinax Bermuda Services, the Coinax Bermuda Platform and the Site are provided on an “as is” and “as available” basis, with no further promises made by us around availability of the Coinax Bermuda Services. Specifically, we do not give any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any promises or representations that access to the Site, any of the Coinax Bermuda Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free, or that any Order, Trade or other instruction will be executed, accepted, routed, recorded, modified, cancelled or will remain open.

8.7 Informational Purposes via the Coinax Bermuda Platform. Any materials, information, view, opinion, projection or estimate presented via the Coinax Bermuda Platform, the Site or any Coinax Bermuda Service (including any Market Data, index, benchmark, mark price, settlement price, funding rate or other reference data) is made available by Coinax Bermuda for informational purposes only, and is subject to change without notice. You must make your own assessment of the relevance, timeliness, accuracy, adequacy, commercial value, completeness and reliability of any such information. Accordingly, no warranty whatsoever is given by Coinax Bermuda and no liability whatsoever is accepted by Coinax Bermuda for any loss arising whether directly or indirectly as a result of you acting on any such information.

8.8 No Financial or Legal Advice. The Coinax Bermuda Services, Coinax Bermuda Platform and Site are not intended to provide specific investment, tax or legal advice or to make any recommendations about the suitability of any Digital Asset, Derivative Contract, investment or product for any particular investor. You should seek your own independent financial, legal, regulatory, tax or other advice before entering into any Trade or Direct Exchange Trade or making any investment. In the event that you choose not to seek advice from a relevant adviser, you should consider whether the Digital Asset, Derivative Contract, investment or product is suitable for you.

8.9 Non-Reliance. Except for the express statements set forth in this Agreement, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to your use and access of the Coinax Bermuda Services, Coinax Bermuda Platform or the Site.

8.10 No Liability for Breach. We are not liable for any breach of the Agreement, including delays, failure in performance or interruption of service, where they arise directly or indirectly from any circumstances beyond our reasonable control. Such circumstances include, without limitation: (A) any failure, delay or default by, or any act or omission of, the Operator of the Deribit Exchange, any Liquidity Support Provider, any Data Provider, any custodian, any bank or payment provider, any blockchain network, any communications, settlement, computer or accounting system or equipment, or any other third party; (B) any market disruption, halt or suspension, Fast Market, Mistrade, liquidation, socialised loss, corporate action, fork or airdrop; (C) any governmental, judicial, administrative, regulatory or self-regulatory order, restriction, ruling, sanction or change in (or change in interpretation of) applicable law, regulation or rule (including any direction, request or expectation of the Bermuda Monetary Authority, the Dubai Virtual Asset Regulatory Authority or any other competent authority); (D) any strike or similar labour action; or (E) the application of any mandatory legal rule.

8.11 Limitation Period for Claims. Without prejudice to any mandatory rights available to consumers under applicable law, any action, claim or counterclaim by you arising out of or in connection with this Agreement, the Coinax Bermuda Services, the Coinax Bermuda Platform or the Site (including any failure to provide or properly perform any Coinax Bermuda Service) shall be barred upon the expiration of two (2) years after the relevant act or omission, unless applicable law would bar such an action, claim or counterclaim upon the expiration of a shorter period, in which case such shorter period shall apply.

9. Site Availability and Accuracy

9.1 Access & Availability. Access to Coinax Bermuda Services may become degraded or unavailable during times of significant volatility or volume. This could result in limitations on access to your Coinax Bermuda Account or the Coinax Bermuda Services, including the inability to initiate or complete transactions and may also lead to support response time delays. 

(A) Although we strive to provide you with excellent service, we do not guarantee that the Site or other Coinax Bermuda Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open or that your Coinax Bermuda Account will be accessible; and

(B) please note that our customer support response times may be delayed, including during times of significant volatility or volume, especially for non-trust and safety issues.

Under no circumstances shall Coinax Bermuda be liable for any alleged damages from or arising out of service interruptions, delays in processing transactions, inability to execute transactions, or lack of timely response from Coinax Bermuda customer support. For example, if you are locked out of your Coinax Bermuda Account, it is possible that the price of Digital Assets in your account might go down before your access is restored. Coinax Bermuda shall not be liable for any alleged losses that you suffer from a drop in Digital Asset prices. 

9.2 Site and Coinax Bermuda Platform Accuracy. Although we intend to provide accurate and timely information on the Site and/or Coinax Bermuda Platform, the Site and/or Coinax Bermuda Platform (including, without limitation, the Content (as defined below at Part A, Section 16.2 (Limited Licence)) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors.

9.3 Verification of Information by You. In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site are your sole responsibility and we shall have no liability for such decisions. 

9.4 Third Party Materials. Links to third party materials (including without limitation any websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any such third party materials accessible or linked to from the Site.

10. Confirmations, Statements and Reporting Errors

10.1 Affirmative duty to review. You acknowledge and agree that you have an affirmative duty to promptly review for accuracy and completeness any and all:

(A) trade confirmations, Order acknowledgments, execution reports and Settlement reports;

(B) account balances, transaction histories, Position and equity reports, Margin balance reports and other account information in respect of your Coinax Bermuda Account, your Digital Asset Wallet, your Custodied Assets, your Margin, your Deribit Collateral, your Settlement Service Collateral and any other Secured Assets;

(C) Monthly statements and any other periodic statements;

(D) Confirmations of, and any other information relating to, Mistrades, Fast Markets, liquidations, socialised loss allocations, Settlement amounts, funding payments, premia, fees, interest, rebates, sweeps, top-ups and transfers between your Coinax Bermuda Account and your Linked Coinax Account; and

(E) any other notice, statement, report, communication or information made available to you by Coinax Bermuda through the Coinax Bermuda Platform, the Site, electronic communication or otherwise in connection with the Coinax Bermuda Services,

(each, a “Coinax Bermuda Communication“).

10.2 Notification of errors. Any objection, error, discrepancy, omission or inaccuracy in any Coinax Bermuda Communication must be notified by you to Coinax Bermuda in writing (using the contact channels published or notified to you by Coinax Bermuda from time to time) within twenty-four (24) hours after that Coinax Bermuda Communication is first made available or otherwise delivered to you, unless a shorter period is expressly specified in this Agreement (including in Part B, Section 7.2 (Trade Confirmations)) or the Deribit Rulebook, in which case the shorter period shall apply.

10.3 Deemed acceptance. If you do not notify Coinax Bermuda of any objection, error, discrepancy, omission or inaccuracy within the applicable period under Section 10.2, the relevant Coinax Bermuda Communication shall, in the absence of manifest error or fraud, be deemed conclusively accurate, complete and binding on you for all purposes, and you shall be deemed to have accepted and ratified the matters reflected in it. You agree that any failure by you to comply with this Section 10.3 may, to the maximum extent permitted by applicable law, be raised by Coinax Bermuda as a defence or bar to any claim, action, counterclaim or set-off you may seek to bring or assert in respect of any matter that was reflected in, or that should reasonably have been identified from a review of, the relevant Coinax Bermuda Communication.

10.4 Correction of errors. Notwithstanding Section 10.3, Coinax Bermuda may, at any time, correct any legitimate error, omission or inaccuracy in any Coinax Bermuda Communication, and may reissue any Coinax Bermuda Communication accordingly. You are entitled to a copy of any Coinax Bermuda Communication relating to you at any time during the term of this Agreement on request.

10.5 Relationship with Part B, Section 7.2. For the avoidance of doubt, this Section 10 applies in addition to (and not in substitution for) the trade Confirmation provisions in Part B, Section 7.2 (Trade Confirmations). To the extent of any inconsistency between this Section 10 and Part B, Section 7.2 in relation to Confirmations of Trades, Part B, Section 7.2 shall prevail.

11. Customer feedback, queries, complaints, and dispute resolution

11.1 Contact Coinax Bermuda. If you have any feedback, questions, or complaints, contact us via our customer support team where available or our customer support webpage at https://help.Coinax.com. 

11.2 Complaints Process. If you have a complaint with Coinax Bermuda, you agree to first contact our customer support team where available to attempt to resolve such complaint. If we cannot resolve the complaint through our customer support team where available, you and we agree to use the complaints process set out in ‎Part A, Section ‎11.3 (Complaint Form). You agree to use this process before commencing any action as set out in ‎Part A, Section ‎11.6. If you do not follow the procedures set out in Section ‎Part A, ‎11.3 before pursuing action under ‎Part A, Section ‎11.6, we shall have the right to ask the relevant court/authority to dismiss your action/application unless and until you complete the following steps:

11.3 Complaint Form. In the event of a complaint which has not been resolved through your contact with our customer support team where available, please use our complaint form to set out the cause of your complaint, how you would like us to resolve the complaint and any other information you believe to be relevant. The complaint form can be found at https://help.Coinax.com/en/contact-us/submit-a-complaint. We will acknowledge receipt of your complaint form after you submit it. The complaints process set out in ‎this Part A, Section ‎11.3 is completed when Coinax Bermuda responds to your complaint or forty-five (45) business days after the date we receive your complaint, whichever occurs first.

11.4 Any offer of resolution made to you will only become binding on us if accepted by you. An offer of resolution will not constitute any admission by us of any wrongdoing or liability regarding the subject matter of the complaint. 

11.5 Dispute Process. If we have not been able to resolve your complaint via the complaint process set out in ‎Part A, Section ‎11.2 above, you may escalate your complaint via the dispute processes set out in ‎Part A, Section ‎11.6 below.

11.6 Both you and we agree that we shall not commence the dispute process set out in this Section ‎11.6 in relation to the whole or part of your complaint until the complaint process set out in ‎Part A, Section ‎11.2 has been completed, although nothing in Part A, Section ‎11.2 or in this Section ‎11.6 shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction. For complaints or disputes arising out of or in connection with this Agreement or the provision of Coinax Bermuda Services, the Coinax Bermuda Platform or the Site (the “Dispute”), that cannot be resolved via the complaint process set out in ‎Part A, Section ‎11.2 above, the following dispute resolution process shall apply:

(A) The Dispute shall be referred to and finally resolved by arbitration under the UNCITRAL Arbitration Rules (the “Rules”) by a single arbitrator appointed in accordance with those Rules. The Rules are deemed to be incorporated by reference into this section. In the event that the parties are unable to agree on the choice of presiding arbitrator, then the presiding arbitrator shall be appointed by the Appointment Committee of the Chartered Institute of Arbitrators Bermuda Branch.

(B) The parties agree that the Bermuda International Conciliation and Arbitration Act 1993 (the “1993 Act”) shall apply to any arbitration commenced pursuant to this section. The seat, or legal place, of the arbitration shall be Hamilton, Bermuda and the language to be used in the arbitration shall be English.

(C) The arbitral tribunal shall have the power to direct that all costs (including reasonable legal fees) of the arbitration, as determined by the arbitral tribunal and set forth in the arbitral tribunal’s award, shall be paid according to the fault of the parties in accordance with the 1993 Act.

(D) Unless the parties expressly agree in writing to the contrary, the parties undertake as a general principle to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain – save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority.

11.7 The award of the arbitrators shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.

12. Data Protection

12.1 Personal Data. You acknowledge that we may process personal data in relation to you (if you are an individual), and personal data that you have provided (or in the future provide) to us in relation to your employees and other associated individuals (if you are not an individual), in connection with this Agreement, or the Coinax Bermuda Services. We will process this personal data in accordance with the Privacy Policy, which shall form part of this Agreement. Accordingly, you represent and warrant that:

(A) your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and such data are accurate, up to date and relevant when disclosed; 

(B) before providing any such personal data to us, you acknowledge that you have read and understood our Privacy Policy, a copy of which is available here: Privacy Policy, and, in the case of personal data relating to an individual other than yourself, have (or will at the time of disclosure have) provided the individual with a copy of, or directed the individual towards a webpage containing that Privacy Policy (as amended from time to time); and 

(C) if from time to time we provide you with a replacement version of the Privacy Policy, you will promptly read that notice and provide updated copies of the Privacy Policy to, or re-direct towards a webpage containing the updated Privacy Policy, any individual whose personal data you have provided to us.

13. Security

13.1 Password Security. In order to access Coinax Bermuda Services, you will be required to create or will be given security details, including a username and password. You are responsible for keeping the electronic device through which you access Coinax Bermuda Services safe and maintaining adequate security and control of any and all security details that you use to access the Coinax Bermuda 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. 

13.2 Any loss or compromise of your electronic device or your security details may result in unauthorised access to your Coinax Bermuda Account by third parties and the loss or theft of any Digital Assets and/or funds held in your Coinax Bermuda Account and any associated accounts, including your linked bank account(s) and credit card(s). You must keep your security details safe at all times. For example, you should not write them down or otherwise make them visible to others.

13.3 You should never allow remote access or share your computer and/or computer screen with someone else when you are logged on to your Coinax Bermuda Account. Coinax Bermuda will never under any circumstances ask you for your passwords, or 2-factor authentication codes or to screen share or otherwise seek to access your computer or account. You should not provide your details to any third party for the purposes of remotely accessing your account. Always log into your Coinax Bermuda Account through the Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

13.4 We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of Coinax Bermuda. We further assume no responsibility for your failure to follow the requirements set out in this ‎Part A, Section ‎13 (Security), or follow or act on any notices or alerts that we may send to you.

13.5 Authentication and Verification. In order to access Coinax Bermuda Services users are required to provide an email address and create a password. Coinax Bermuda offers two-factor authentication via a user’s mobile device (Short Message Service (“SMS”) or a supported Time-based One Time Password application. A verified phone number is required to enable two-factor authentication via SMS. Any loss or compromise of personal electronic devices or security details may result in unauthorised access of a user’s Coinax Bermuda Account by third-parties and the loss or theft of any Digital Assets and/or funds held in your Coinax Bermuda Account and the misuse of any associated accounts, including linked bank account(s) and credit/debit card(s).

13.6 Security Breach. If you suspect that your Coinax Bermuda Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and / or Coinax Bermuda (collectively, a “Security Breach”), you must:

(A) notify Coinax Bermuda Support immediately via and follow the instructions at: https://help.Coinax.com/en/Coinax/privacy-and-security/account-compromised/my-account-was-compromised; 

(B) provide accurate and up to date information throughout the duration of the Security Breach; and

(C) you must take any steps that we reasonably require to reduce or manage any Security Breach.

Prompt reporting of a Security Breach does not guarantee that Coinax Bermuda will reimburse you for any losses suffered or be liable to you for any losses suffered as a result of the Security Breach.

13.7 Safety and Security of Your Computer and Devices. Coinax Bermuda is not liable for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us.

14. Security Interest

14.1. Definitions. For the purposes of this Section ‎12 (Security Interest) the following terms have the meanings set out below:

(A) “Designated Sub-Pool” means specific Secured Assets or a sub-pool of Secured Assets designated in the applicable Product Security Terms as allocated to secure the Secured Obligations arising in connection with a particular Coinax Bermuda Service;

(B) “Product Security Terms” means the product-specific security provisions set out in the relevant Part to this Agreement which specify, in respect of a particular Coinax Bermuda Service:

(1) the Secured Party or Secured Parties that benefit from the Security Interest in respect of that service;

(2) any Designated Sub-Pool of Secured Assets allocated to that service; and

(3) the priority of the relevant Secured Party’s claims relative to other Secured Parties on enforcement;

(C) “Secured Assets” means any and all Digital Assets, fiat currency, and any other assets delivered by you to or standing to the credit of your Coinax Bermuda Account (howsoever designated), together with all related rights, entitlements, claims, proceeds, and other property from time to time representing or derived from the foregoing;

(D) “Secured Obligations” means any and all of your obligations, liabilities, or monies whatsoever at any time now or hereafter owing, due, incurred, or payable by you to a Secured Party under or in connection with this Agreement (including any Part, Appendix, Annex, incorporated into it), whether present or future, actual or contingent, solely or jointly, and whether as principal or surety.

(E) “Secured Party” means each of:

(1) Coinax Bermuda (in its own right);

(2) any Coinax Bermuda Group entity identified in the applicable Product Security Terms (including the Operator of the Deribit Exchange); and

(3)  any other person identified as a Secured Party in any Product Security Terms,

in each case to the extent that Secured Obligations are owed to such person.

14.2. Security Interest. As continuing security for the Secured Obligations, you hereby charge by way of first fixed charge and assign by way of security (the “Security Interest“), in favour of Coinax Bermuda (on its own behalf and for the benefit of the Secured Parties), all of your rights, title, and interest in the Secured Assets. The Security Interest is a continuing security that shall attach upon your use of any Coinax Bermuda Service giving rise to Secured Obligations and will remain in full force and effect notwithstanding any settlement, compromise, or intermediate payment made in respect of your Secured Obligations. The Security Interest will immediately and automatically terminate upon the return and repayment in full of the Secured Obligations and all related fees and expenses. You agree that, where Coinax Bermuda holds or custodies Secured Assets on your behalf, that entity is entitled to exercise any of our rights set out in this section to enforce the Security Interest or give effect to any of our other rights under, and in accordance with, this Agreement.

14.3. Relationship with Other Rights. The Security Interest is in addition to, and shall not prejudice or be prejudiced by, any lien, right of set-off, combination of accounts, or other security interest or right which any Secured Party, Coinax Bermuda or any member of the Coinax Bermuda Group has under this Agreement or otherwise. Nothing in this Section ‎12 (Security Interests) affects Coinax Bermuda’s existing rights in its own favour, and Coinax Bermuda may exercise such rights in priority to, concurrently with, or after enforcing the Security Interest for the benefit of any other Secured Party, provided that Coinax Bermuda shall not receive double recovery in respect of the same underlying liability.

14.4. Product Security Terms and Subordination. The applicable Product Security Terms for each Coinax Bermuda Service may: 

(A) identify the Secured Party or Secured Parties that benefit from the Security Interest in respect of that service;

(B) designate a Designated Sub-Pool of Secured Assets allocated to that service;

(C) extend the arrangements under which Coinax Bermuda holds the benefit of the Security Interest for a Secured Party other than itself (including by way of trust or otherwise);

(D) establish the priority waterfall applicable to the relevant Secured Assets on enforcement; and

(E) specify additional enforcement triggers applicable to the relevant Coinax Bermuda Service.

14.5. Designated Sub-Pools and Priority. Where a Designated Sub-Pool has been established in any Product Security Terms, the Secured Party identified in those Product Security Terms shall have first-priority recourse to that Designated Sub-Pool in respect of the relevant Secured Obligations, ahead of any other Secured Party. No other Secured Party shall have recourse to a Designated Sub-Pool until the Secured Obligations to which it is allocated have been discharged in full, unless the applicable Product Security Terms expressly provide otherwise. Any surplus remaining in a Designated Sub-Pool after discharge of the relevant Secured Obligations shall be available to meet other Secured Obligations in accordance with ‎Part A, Section 14.11 (Application of Proceeds). Where no Designated Sub-Pool has been established in respect of particular Secured Assets, those Secured Assets shall be available to meet all Secured Obligations on a pari passu basis, unless otherwise specified in the applicable Product Security Terms.

14.6. No Third-Party Security Interest. You shall not create or permit to subsist any security, lien, or encumbrance over any Secured Assets unless you have obtained our prior written consent. You represent and warrant that the Secured Assets in your Coinax Bermuda Account are free and clear of all liens and encumbrances other than (i) the Security Interest and (ii) any security in favour of Coinax Bermuda or any Coinax Bermuda Group entity arising under this Agreement.

14.7. Maintaining the Security Interest. You will take all action that may be necessary and that we may reasonably request so as at all times to maintain the validity, perfection, enforceability, and priority of the Security Interest. Notwithstanding any other terms of this Agreement, no part of the Secured Assets may, unless and until your Secured Obligations have been paid and discharged in full, be withdrawn, assigned, or otherwise disposed of or encumbered except where you have requested and obtained our prior consent or as expressly permitted under this Agreement.

14.8. Withdrawals and Transfers. You may request to transfer, withdraw, or otherwise deal with your Secured Assets, however, where doing so may result in an Event of Default or a breach of any applicable Margin Requirements or other Secured Obligations, you may be required to close or reduce your positions beforehand.

14.9. Enforcement Triggers. We may immediately enforce the Security Interest without notice or further demand if:

(A) an Event of Default occurs with respect to you;

(B) the Margin held in respect of any one or more of your Trades, Direct Exchange Trades or Positions, or the aggregate Margin held across your Coinax Bermuda Account, falls below any applicable Margin Requirements (whether assessed on a per-Trade, per-position, per-Settlement Currency or portfolio / cross-collateral basis, as applicable); or

(C) any additional enforcement event specified in the applicable Product Security Terms occurs.

14.10. Exercising the Security Interest. In exercising our rights to enforce the Security Interest, we will be entitled, without notice or further demand, immediately to exercise all our rights, powers, and remedies in accordance with applicable law as chargee and assignee of the Secured Assets and to:

(A) demand and receive all and any amounts due under or arising out of your Coinax Bermuda Account;

(B) exercise in relation to the Secured Assets all such rights as you were then entitled to exercise; and

(C) apply, set-off, or transfer all or any part of the Secured Assets in or towards the payment or other satisfaction of the Secured Obligations or any part of them.

14.11. Application of Proceeds. We shall apply the proceeds of any enforcement as follows:

(A) first, where the proceeds relate to a Designated Sub-Pool, in accordance with the priority waterfall set out in the applicable Product Security Terms;

(A) second, in or towards payment of all other Secured Obligations, in such order and manner as we (acting reasonably) determine; and

(B) third, in or towards payment of any amounts then due to Coinax Bermuda or a Coinax Bermuda Group entity under this Agreement;

(C) fourth, in or towards payment of all costs and expenses incurred by us in connection with the enforcement or realisation;

(D) fifth, any surplus shall be credited to your Coinax Bermuda Account and/or paid to you.

14.12. Authorisation. You hereby irrevocably authorise us to sell, appropriate, or otherwise realise any and all Secured Assets and to apply the proceeds in order to satisfy your Secured Obligations in such order and manner as we think fit. If we exercise our right of appropriation to any Secured Assets, we will be entitled to determine their value in good faith and in a commercially reasonable manner. Where a Coinax Bermuda Group entity or third-party custodian holds or custodies Secured Assets on your behalf, that entity is entitled to exercise any of our rights set out in this Section ‎12 (Security Interests) to enforce the Security Interest or give effect to any of our other rights under this Agreement.

14.13. Custody of Secured Assets. You may arrange for your Secured Assets to be held by another Coinax Bermuda Group entity or pre-approved third-party custodian on your behalf. Where country-specific custody arrangements apply, the terms governing such arrangements will be as set out in Part D (Country Specific Terms).

15. Risks

15.1. General Application. This Section sets out general risk factors and additional risks that apply to specific Coinax Bermuda Services. You acknowledge and agree that you have read and understood the risks set out in this ‎Section ‎13 (Risks) which you should read in full even if you currently only use some of the Coinax Bermuda Services, as they may be relevant to services you use now or may access in future. These risks apply to all products offered by Coinax Bermuda from time to time, including spot and Derivative Contracts of any type (including dated futures, perpetual futures, options and other derivatives), and regardless of the underlying or reference asset (including Digital Assets, equities (including pre-IPO and other private company securities), commodities, indices, foreign exchange, interest rates or any other asset or basket made available by Coinax Bermuda from time to time (each a “Reference Asset”)).

15.2. Risks of Trades. Trading in Supported Digital Assets and Derivative Contracts is high risk and highly speculative, given the volatile nature of the markets for the relevant Reference Asset, the potential leverage embedded in such products, and the fact that certain Reference Assets (such as pre-IPO stocks or other private or illiquid assets) may be subject to limited price discovery, restricted secondary markets, valuation uncertainty, corporate actions, lock-ups or sudden changes in liquidity. In entering into a Trade, you accept the full risk that you could lose all the Equity in a Trade, the Margin you post to support those Trades, and beyond that any other assets in your Coinax Bermuda Account.

15.3. Margin. Trades may require the posting and maintenance of Margin as markets move, meaning that a movement against you could result in you not holding adequate Margin in line with the Margin Requirements and therefore could be subject to incurring a debt to Coinax Bermuda and/or partial liquidation or close-out of your positions, and thereby crystallising losses without you taking action. Margin Requirements may differ between products and Reference Assets and may be adjusted by Coinax Bermuda from time to time. Open trades require ongoing monitoring and management. 

15.4. No title ownership of underlying or Reference Assets. In entering into Derivatives Contract you are not acquiring the underlying or Reference Asset and have no rights in respect of it (including any voting, dividend, distribution, governance or other shareholder rights for equities or pre-IPO securities; any delivery rights for commodities; or any on-chain rights, staking rewards, airdrops or forks for Digital Assets). A Derivative Contract is a contract that provides an agreed economic exposure to the price movement of the Reference Asset that may result in a profit or a loss for you.

15.5. Index Pricing. In order to price Trades and set Margin Requirements for Derivatives Contracts, the Deribit Exchange provides a price for the relevant Reference Asset calculated by reference to a number of different price feeds, indices, benchmarks and/or data sources appropriate to the asset class (for example, cryptoasset trading venues for Supported Digital Assets; recognised exchanges, alternative trading systems or third party valuation providers for equities and pre-IPO securities; and recognised exchanges, indices or data providers for commodities and other Reference Assets), using a methodology designed to appropriately reflect the market or fair value price. During exceptional market conditions, outside underlying market trading hours, or where a Reference Asset is illiquid, private or subject to limited price discovery (such as pre-IPO stocks), pricing may vary materially from any observable market price, which could lead to liquidations of positions. You should ensure that you monitor your Coinax Bermuda Account in order to manage your open Derivative Contracts to avoid unintended consequences. 

15.6. Options. Where you enter into options as part of the Derivatives Brokerage Services, you should be aware that options are complex instruments and may involve a high risk of loss. If you are an option buyer, you may lose the entire amount paid as premium. If you are an option seller, your potential loss may be substantial and, in some cases, unlimited. You should ensure you understand the nature of the option, the associated rights and obligations (including any potential assignment or exercise), and the specific risks before trading.

15.7. Market Disruption and Extraordinary Events. Coinax Bermuda and/or the Operator of the Deribit Exchange may take action in respect of your Derivative Contracts (including adjusting contract terms, Margin Requirements, settlement prices, or suspending, early terminating, closing out or cash settling positions) in response to market disruption, corporate actions, changes in law, unavailability or material change in any price source or benchmark, issuer or counterparty insolvency, or other extraordinary events affecting the Reference Asset. Such actions may result in losses to you.

15.8. Additional Disclosures. Additional risk disclosures and product- or Reference Asset-specific warnings may also be made available via the Coinax Bermuda Platform, Site and/or the Website, including without limitation on help centre pages, FAQ pages, educational materials and other support or information pages. Any such risk disclosures form part of, and are in addition to, the risks set out in this ‎Section ‎13 (Risks) and apply to your use of the relevant Coinax Bermuda Services to the fullest extent permitted by applicable law.

16. General

16.1 Your Compliance with Applicable Law. You must comply with all applicable laws, regulations, licensing requirements and third party rights (including, without limitation, data privacy laws and anti-money laundering and anti-terrorist financing laws) in your use of the Coinax Bermuda Services, the Coinax Bermuda Platform and the Site.

16.2. Limited Licence. All content included in or made available through the Coinax Bermuda Services, the Site or any related content materials and information such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software (“Content”) is the property of the Coinax Bermuda Group or its content providers and protected by United States and international copyright and intellectual property law. We grant you a limited, non-exclusive, non-transferable licence, subject to the terms of this Agreement, to access and use the Coinax Bermuda Services, the Site, and Content solely for approved purposes as permitted by us from time to time. Any other use of the Coinax Bermuda Services, the Site or Content is expressly prohibited and all other right, title, and interest in the Site or Content is exclusively the property of Coinax Bermuda and its licensors. You agree not to copy, transmit, distribute, sell, licence, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. 

16.3. Trademarks. “International.Coinax.com” and the following non-exhaustive list, including Coinax, Coinax Logo, C Logo, Coinax International Exchange, Coinax Advanced Trade, ROSETTA, COSTA, SKEW, TOSHI, Coinax One, Coinax Cloud, BISON TRAILS and Deribit; and without limitation, any graphics, logos, button icons, and service names included in or made available through any Content, and all logos related to the Coinax Bermuda Services or displayed on the Site are trademarks or trade dress of Coinax Bermuda or its licensors. You may not copy, imitate or use them without our prior written consent for any purpose, including, without limitation, in connection with any product or service that is not authorised by Coinax Bermuda; any manner that is likely to cause confusion among customers; or a way that disparages or discredits Coinax Bermuda.

16.4. Export Controls & Sanctions. Your use of the Coinax Bermuda Services and the Site is subject to applicable law including but not limited to export restrictions, end-user restrictions, antiterrorism laws, and economic sanctions. By sending, receiving, buying, selling, trading or storing Digital Assets through the Site or Coinax Bermuda Services, you agree that you will comply with all applicable law. You are not permitted to acquire Digital Assets or use any of the Coinax Bermuda Services through the Site if doing so would, directly or indirectly, violate applicable law, which include but are not limited to those promulgated by relevant law specific to that jurisdiction, the United Nations Security Council, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”, including but not limited to the Specially Designated Nationals (“SDN”) List and other non-SDN restricted or blocked parties lists), the European Union, the United Kingdom, and/or any other applicable national, regional, provincial, state, municipal or local laws and regulations (each as amended from time to time). You also acknowledge and agree to hold Coinax Bermuda harmless for any losses caused by delays or refusals to process a transaction that result from Coinax Bermuda’s obligation to ensure compliance with applicable export controls or sanctions.

16.5. Relationship of the Parties. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you or Coinax Bermuda, or authorise you to act as an agent of Coinax Bermuda.

16.6. Privacy of Others. If you receive information about another user through the Coinax Bermuda Services, you must keep the information confidential and only use it in connection with the Coinax Bermuda Services. You may not disclose or distribute a user’s information to a third party or use the information except as reasonably necessary to carry out a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user’s express consent to do so. You may not send unsolicited communications to another user through the Coinax Bermuda Services.

16.7. Contact Information. You are responsible for keeping your contact details (including your email address and telephone number) up to date in your Coinax Bermuda Account profile in order to receive any notices or alerts that we may send to you (including notices or alerts of actual or suspected Security Breaches). Please see Appendix 2 for more detail in relation to how we will communicate with you. 

16.8. Unclaimed Property. If we hold Supported Digital Assets on your behalf, and have no record of your use of the Coinax Bermuda Services for several years and are unable to contact you, applicable law may require us to deliver any such Supported Digital Assets to the authorities in certain jurisdictions as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

16.9. Death of Retail Account Holder. In relation to retail clients only, for security reasons, if we receive legal documentation confirming your death or other information leading us to believe you have died, we will freeze your Coinax Bermuda Account and during this time, no transactions may be completed until: (i) your designated executor / trustee has opened a new Coinax Bermuda Account or informed Coinax Bermuda about another, existing, Coinax Bermuda Account in their name, as further described below, and the entirety of your Coinax Bermuda Account has been transferred to such new account, or (ii) we have received proof in a form satisfactory to us that you have not died. If we have reason to believe you may have died but we do not have proof of your death in a form satisfactory to us, you authorise us to make inquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have died. Upon receipt by us of proof satisfactory to us that you have died, in order to gain access to the contents your Coinax Bermuda Account, the executor / trustee you have designated in a valid Will or similar testamentary document will be required to open a new Coinax Bermuda Account or inform Coinax Bermuda of another, existing Coinax Bermuda Account in their name to which the entirety of the funds in your Coinax Bermuda Account shall be transferred. If you have not designated an executor / trustee, then we reserve the right to (i) treat as your executor / trustee any person entitled to inherit your Coinax Bermuda Account, as determined by us upon receipt and review of the documentation we, in our sole discretion, deem necessary or appropriate, including (but not limited to) a Will or similar document, or (ii) require an order designating an executor / trustee from a court having competent jurisdiction over your estate. In the event we determine, in our sole discretion, that there is uncertainty regarding the validity of the executor / trustee designation, we reserve the right to require an order resolving such an issue from a court of competent jurisdiction before taking any action relating to your Coinax Bermuda Account. 

16.10. Educational Information. Coinax Bermuda may provide educational information about Supported Digital Assets, as well as Digital Assets not supported by Coinax Bermuda, in order to assist users in learning more about such Digital Assets. Information may include, but is not limited to, blog posts, articles, links to third party content, news feeds, tutorials, and videos. Coinax Bermuda will not be held responsible for the decisions you make to buy, sell, or hold Digital Assets based on the information provided by Coinax Bermuda.

16.11. Entire Agreement. This Agreement (including each “Part”, documents incorporated by reference herein, including the Privacy Policy, the Cookie Policy, the Prohibited Use Policy and Appendices) comprise the entire understanding and agreement between you and Coinax Bermuda as to the subject matter hereof, and it supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement) between you and Coinax Bermuda.

16.12. Interpretation. Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement. 

16.13. Transfer and Assignment. This Agreement is personal to you and you cannot transfer or assign your rights, licenses, interests and/or obligations to anyone else. We reserve the right to assign our rights without restriction (except to the extent of any notice requirement under applicable law), including without limitation, by way of assignment between CBBM and CBSL or to any Coinax Bermuda affiliates or subsidiaries, or to any successor in interest of any business associated with the Coinax Bermuda Services. In the event that either or both of CBBM or CBSL is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, amalgamation, acquisition, sale, or other change of control. You reserve the right to terminate the agreement with immediate effect in the event we transfer and/or assign the Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns. 

16.14. Invalidity. If any provision of this Agreement is determined to be invalid or unenforceable under any applicable law, this will not affect the validity of any other provision. If any provision is found unenforceable, the unenforceable provision will be severed, and the remaining provisions will be enforced.

16.15. Enforcement of Our Rights. We may not always strictly enforce our rights under this Agreement. If we do choose not to enforce our rights at any time, this is a temporary measure and we may enforce our rights strictly again at any time.

16.16. Language. This Agreement and any information or notifications that you or we are to provide should be in English. Any translation of this Agreement or other documents is provided for your convenience only and may not accurately represent the information in the original English. In the event of any inconsistency, the English language version of this Agreement or other documents shall prevail. 

16.17. Change of Control. In the event that Coinax Bermuda is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you and our relationship with you (including this Agreement) as part of such merger, amalgamation, acquisition, sale, or other change of control.

16.18. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, the Sections relating to suspension or termination, Coinax Bermuda Account cancellation, debts owed to Coinax Bermuda, general use of the Coinax Bermuda Platform or Site, disputes with Coinax Bermuda, and general provisions will continue to be binding and operate after the termination or expiration of this Agreement.

16.19. Governing Law. This Agreement and the relationship between us shall be governed by the laws of Bermuda, subject to any local mandatory law, or rights available to consumers. 

16.20. Third-Party Rights.

(A) Save as expressly set out in this Section 16.20 or elsewhere in this Agreement, no person other than you and Coinax Bermuda shall have any right to enforce any term of this Agreement.

(B) The Operator of the Deribit Exchange is an intended third-party beneficiary of, and shall have the right to enforce directly against you (without the need for any consent of, or joinder by, Coinax Bermuda) the provisions of:

(1) Part B, Section 10 (Additional Security Provisions in relation to the Derivatives Brokerage Services), including the Security Trustee, security trust and enforcement provisions therein;

(2) Part B, Section 13 (Settlement Service), including the provisions relating to delegation of Settlement Service Collateral, Settlement Service Secured Obligations and Coinax Bermuda’s authority to act on the Operator’s instructions;

(3) Part C, Section 3 (Custody Services), to the extent such provisions relate to Settlement Service Collateral, Deribit Collateral or any Designated Sub-Pool over which the Operator of the Deribit Exchange has the benefit of a first-priority security interest;

(4) Part A, Section 14 (Security Interest), to the extent the Operator of the Deribit Exchange is a Secured Party; and

(5) Appendix 4 (Market Data and Third-Party Reference Data), to the extent any provisions therein expressly confer rights on the Operator of the Deribit Exchange.

(C) Each Data Provider (as defined in Appendix 4) is an intended third-party beneficiary of, and shall have the right to enforce directly against you, the provisions of Appendix 4 (Market Data and Third-Party Reference Data) to the extent such provisions relate to Market Data sourced from, or attributable to, that Data Provider.

(D) Each member of the Coinax Bermuda Group shall have the benefit of, and shall be entitled to rely on and enforce, the releases, indemnities, limitations of liability and exclusions in this Agreement (including in Part A, Sections 8 (Liability) and 13 (Security)) to the same extent as Coinax Bermuda.

(E) The consent of any third party referred to in this Section 16.20 shall not be required to (i) amend, vary, waive or terminate this Agreement (or any part of it), (ii) settle, compromise, release or discharge any claim under it, or (iii) extend or shorten any time limit applicable under it, in each case as between you and Coinax Bermuda.

(F) This Section 16.20 is intended to take effect as a stipulation for the benefit of the relevant third party under the Contracts (Rights of Third Parties) Act 2016 of Bermuda and any analogous provisions of applicable law.

Part B: DERIVATIVES BROKERAGE VIA DERIBIT EXCHANGE

1. Derivatives Brokerage Services

1.1 Derivatives Brokerage Services Mechanics. CBBM provides the service of executing Orders on derivative contracts (the “Derivatives Brokerage Services”), including but not limited to perpetuals, futures, options and options on futures (which can either be linear, inverse, or swaps) on a range of assets, prices and values as the underlying (each a “Derivative Contract”) on your behalf on the Deribit Exchange. 

1.2 Definitions. For the purpose of this ‎Part B, the following concepts shall have the following meaning:

(A) “Confirmation” means a written confirmation provided to you by Coinax Bermuda, confirming the execution of your Order on the Deribit Exchange and the Trade you are entering into, including but not limited to the Settlement date;

(B) “Contract Date” means the date when the Derivative Contract is entered into;

(C) “Cross Collateral Currencies” means those Supported Digital Assets (and, where applicable, Fiat) which the Deribit Exchange permits to be used as collateral across different Settlement Currencies, as set out in the Deribit Rulebook and as notified via the Coinax Bermuda Platform from time to time;

(D) “Cross Collateral Portfolio Margin” means the Margin mechanism under which all Positions in your Coinax Bermuda Account are margined on a portfolio basis and the Margin Balance is determined using a risk-based model that offsets Positions against each other across eligible products and currencies, with the result expressed in a single reference Settlement Currency, in each case in accordance with the Deribit Rulebook;

(E) “Cross Collateral Standard Margin” means the Margin mechanism under which each Position is margined independently within your Coinax Bermuda Account (with the Margin Requirement calculated on a per-Position basis), and the Margin Balance is determined by aggregating the value of all Equity held across all Cross Collateral Currencies in your Coinax Bermuda Account into a single reference Settlement Currency, in each case in accordance with the Deribit Rulebook;

(F) “Contract Specifications” means the procedures and rules applicable to trading specific Digital Assets, Derivative Contracts or classes thereof, on the Deribit Exchange, available through the Coinax Bermuda Platform; 

(G) “Equity” means, in respect of any Supported Digital Asset (or Fiat) held in your Coinax Bermuda Account, the total value of all Positions, Fiat and Supported Digital Assets in that Account expressed in that currency, in each case as calculated by Coinax Bermuda in accordance with the Deribit Rulebook and as displayed on the Coinax Bermuda Platform;

(H) “Fast Market” means a market condition (which may change over time and may vary based on the underlying asset) where due to high levels of price volatility in a particular Derivative Contract, the price of that Derivative Contract deviates by more than a pre-determined range, for example, if the price deviates more than ten (10) percent of the market price within the preceding sixty (60) minutes. The Fast Market conditions will be set out on the Website;

(I) “Insurance Fund” means the total amount of Liquidation Fees (comprising Digital Assets and contributions from the Operator of the Deribit Exchange as it may deem necessary from time to time), minus any applicable taxes, available to cover for losses when your Coinax Bermuda Account is bankrupt after the Liquidation Process;

(J) “Liquidation Fee” means the fee which a client may be required to pay upon the liquidation of its Positions and/or Trades;

(K) “Liquidation Process” has the meaning given to it in ‎Part B, Section ‎6 (Liquidation Process on the Deribit Exchange);

(L) “Margin Balance” means:

(1) on a Segregated Standard Margin account: the Equity minus the Mark Price of each long option Position multiplied by the size of that Position, calculated on a per-Supported Digital Asset type basis (rather than on an aggregated basis);

(2) on a Segregated Portfolio Margin account: the Equity, calculated on a per-Supported Digital Asset type basis (rather than on an aggregated basis);

(3) on a Cross Collateral Standard Margin account: the Equity in a single reference Settlement Currency selected by the Deribit Exchange (for example, USDC), calculated as the sum of: (1) the Equity held in that reference Settlement Currency; and (2) the equivalent value (in that Settlement Currency) of the Equity held in other Cross Collateral Currency, less the equivalent value (in that reference Settlement Currency) of any long of any long option Positions in the account; and

(4) on a Cross Collateral Portfolio Margin account: the Equity in a single reference Settlement Currency selected by the Deribit Exchange, being the sum of (i) the Equity held in that reference Settlement Currency, plus (ii) the equivalent value (in that reference Settlement Currency) of the Equity held in each other Cross Collateral Currency, in each case determined using a risk-based model that takes into account all instruments across all currencies,

in each case as calculated by Coinax Bermuda in accordance with the Deribit Rulebook and as displayed on the Coinax Bermuda Platform;

(M) “Mark Price” means the fair value, calculated for any underlying asset, in order to determine the value of a Position and the Margin Requirements for that Position;

(N) “Mistrade” means a Trade or trading conditions where:

(1) the traded price for the Derivative Contract deviates more than Mistrade Range; and

(2) is subsequently declared as a Mistrade by the Deribit Exchange.

In the absence of a Mark Price or a discussion about the Mark Price, the Deribit Exchange may, in its sole discretion, consult two (2) market makers in that particular Derivative Contract to obtain a Mark Price;

(O) “Mistrade Range” means the percentage price ranges from the relevant Deribit Exchange index price or Mark Price that an underlying asset may deviate from under normal market conditions as set out in a table published and updated from time to time by the Operator of the Deribit Exchange on the Website;

(P) “Position” means any outstanding commitment you have in connection with the Trade executed on your behalf; 

(Q) “Segregated Portfolio Margin” means the Margin mechanism under which all Positions in respect of a particular Supported Digital Asset in your Coinax Bermuda Account are margined on a portfolio basis, with the Margin Balance determined using a risk-based model that assesses the maximum loss that may occur in your portfolio for that Supported Digital Asset under the price and volatility scenarios prescribed by the Deribit Rulebook,, calculated on a per-Supported Digital Asset basis, rather than on an aggregated, multi-asset basis;

(R) “Segregated Standard Margin” means the Margin mechanism under which each Position is margined independently within your Coinax Bermuda Account, calculated on a per Supported Digital Asset basis, and Segregated Standard Margin is, unless we notify you otherwise, the default Margin mechanism; 

(S) “Settlement Currency” means the Digital Asset (or, where applicable, fiat currency) in which a Trade settles; and

(T) “Trading Session” a twenty-four (24) hour period from 08:00 UTC to 08:00 UTC per calendar day.

1.3 Custody. CBBM may also provide Custody Services in respect of Supported Digital Assets as further described in ‎Part C, Section ‎3 (Custody Services) of this Agreement. Any such Custody Services are separate from, but may be used in connection with, the Derivatives Brokerage Services.

1.4 List of Pairs and Products. A representative list of Derivative Contracts that may be traded via the Derivatives Brokerage Services is set out on the Website and the Coinax Bermuda Platform, as such list may be amended and updated from time to time.

1.5 Access via the Coinax Bermuda Platform. The Derivative Brokerage Services can be accessed via an API (where available and eligible), mobile and/or web-based application through the Coinax Bermuda Platform.

1.6 Compliance with the Deribit Rulebook. You acknowledge that Trades, Direct Exchange Trades, Orders, Positions, margining, liquidation, settlement and related matters on the Deribit Exchange are governed by the Deribit Rulebook. You agree to read, comply with and be bound by the Deribit Rulebook (as amended by the Operator of the Deribit Exchange from time to time) in connection with your use of the Derivatives Brokerage Services and/or the Settlement Service. The Deribit Rulebook may be amended by the Operator of the Deribit Exchange in accordance with its terms, and any such amendment will be effective in accordance with the Deribit Rulebook without the need for any amendment to this Agreement.

Certain provisions of this Agreement describe matters that are also addressed in the Deribit Rulebook. In the event of any conflict or inconsistency between this Agreement and the Deribit Rulebook in relation to the operation of the Deribit Exchange and the execution, margining, liquidation, settlement or close-out of Trades, Direct Exchange Trades, Orders or Positions on the Deribit Exchange (including Margin Requirements, Mark Price, settlement times, liquidation, the Insurance Fund and socialised loss), the Deribit Rulebook shall prevail to the extent necessary to resolve that conflict or inconsistency. For the avoidance of doubt, this paragraph applies only to activity governed by the Deribit Rulebook; where this Agreement governs any Coinax Bermuda Service, product or feature that is not governed by the Deribit Rulebook (including, without limitation, any spot, spot margin, lending, or cross-product or portfolio margining arrangement offered by Coinax Bermuda otherwise than on the Deribit Exchange), this Agreement shall govern. In all other respects, including the provisions of this Agreement relating to your contractual relationship with Coinax Bermuda, custody, the Security Interest, fees payable to Coinax Bermuda, liability, data protection, complaints, consumer rights and dispute resolution, this Agreement shall prevail. Nothing in this Section affects any rights you have under applicable law that cannot be excluded or limited.

2. Capacity

2.1 Agency Role and Relationship with the Deribit Exchange. CBBM acts in the capacity of agent on your behalf by intermediating trades for you on the Deribit Exchange, which means that:

(A) the Coinax Bermuda Platform is not an exchange or a market, but solely allows you to place Orders that will be executed by CBBM on your behalf on the Deribit Exchange;

(B) you contract with CBBM under this Agreement for the provision of the Derivatives Brokerage Services, but you are not buying a Derivative Contract from, or selling a Derivative Contract to, CBBM;

(C) by accessing or making use of the Coinax Bermuda Platform, and placing an Order with CBBM, you acknowledge and agree that you are expressly instructing CBBM to execute such Order on the Deribit Exchange; 

(D) CBBM will not be your trade counterparty in respect of any Trade and, subject to ‎Part A, Section ‎8 (Liability), shall have no liability for the performance of the obligations of your trade counterparty(ies) in respect of any such Trade; and

(E) when CBBM executes an Order, it acts in accordance with the Deribit Rulebook as your agent. The functioning and operations of the Deribit Exchange are outside of CBBM’s control and responsibility. Any dysfunction on the Deribit Exchange may impact the performance of CBBM’s obligations under this Agreement, and CBBM will not have any liability in this respect.

3. Limitations to our services

3.1 Execution Only. The Derivatives Brokerage Services are provided by CBBM on an execution-only basis. 

3.2 Availability of Products and Features. The Deribit Exchange may from time to time make available products, features, or order types that are not supported by, or accessible through, the Coinax Bermuda Platform. Details of the products, features, and order types available to you on the Deribit Exchange via CBBM will be as set out on the Coinax Bermuda Platform, as updated from time to time. 

3.3 No Marketing / Promotion / Solicitation; Reliance on Information. The Derivatives Brokerage Services provided by CBBM under this Agreement do not amount to any marketing, promotion, solicitation or offer for any Digital Asset, Derivative Contract, or investment to you or any third party. You are solely responsible for any losses, damages or costs resulting from your reliance on any data or information that Coinax Bermuda may provide and Coinax Bermuda cannot be held liable for any such information, unless such losses, damages or costs are directly and solely caused by Coinax Bermuda’s gross negligence, wilful default or fraud.

3.4 Your Own Evaluation And Risk Assessment. You represent, warrant, and undertake that you have made your own evaluation and are responsible for conducting your own independent analysis of the merits and risks of placing Orders for execution by CBBM. You should carefully assess whether your financial situation and tolerance for risk is suitable for entering into Derivative Contracts.

3.5 Market Data and Reference Data. Coinax Bermuda will use reasonable efforts to offer correct and up-to-date information on the Coinax Bermuda Platform, including – without limitation – certain market data, reference data, identifier data, index data, valuation data, corporate actions data and other related data (collectively, “Market Data“). Market Data may be sourced directly from third-party data providers or indirectly via the Deribit Exchange and its data providers. However, you acknowledge and accept that such Market Data may not be accurate and that the use of the market data when trading Digital Assets and/or Derivative Contracts shall be at your own risk and Coinax Bermuda cannot be held liable for any incorrect market information, save in the case of Coinax Bermuda’s gross negligence, wilful default or fraud. You agree to comply with the additional terms applicable to Market Data as set out in Appendix 4 (Market Data and Third-Party Reference Data) of this Agreement.

4. Placing of your orders for execution

4.1 Account Choice. You can choose between different Margin mechanisms per Coinax Bermuda Account (subject to eligibility and availability): 

(A) Segregated Standard Margin;

(B) Segregated Portfolio Margin;

(C) Cross Collateral Standard Margin; and 

(D) Cross Collateral Portfolio Margin.

Unless we notify you otherwise, Segregated Standard Margin is the default Margin mechanism.

4.2. Execution of Orders on the Deribit Exchange. When you place an Order through the Coinax Bermuda Platform, CBBM will execute such Order on your behalf on the Deribit Exchange. Subject to Part B, Section ‎‎3.2 (Availability of Products and Features), the types of instructions and Orders we accept are set out on the Website and the Deribit Rulebook.

4.3. Margin Requirements for Leveraged Orders. For CBBM to execute, on your behalf, an Order using leverage on the Deribit Exchange, you are required to meet the applicable Initial Margin requirements when placing the Order through the Coinax Bermuda Platform, and to meet the applicable Maintenance Margin requirements to keep the resulting Position open (see ‎Part B, Section ‎5 (Leverage and Margin) for further detail).

4.4. Order Parameters And Trading Limits. An Order must comply with any applicable minimum and maximum Order values, sizes, trading and position limits, tick sizes, trading bandwidths, position management controls, and any other requirements under this Agreement and the Deribit Rulebook. We may refuse to place your Order for execution on the Deribit Exchange in accordance with the conditions set out in this Agreement, or for any other reason in our absolute discretion.

4.5. Separate Nature of Each Trade. Each Trade you enter into via the Derivatives Brokerage Services will constitute a separate, severable agreement between you and your trading counterparty on the Deribit Exchange, effected through CBBM acting as your agent and entered into in accordance with the provisions of the Deribit Rulebook.

4.6. Your responsibility for Orders submitted via your Account. You agree that:

(A) Orders placed by you under this ‎Part B utilising the Derivatives Brokerage Services can only be executed on the Deribit Exchange;

(B) you have full responsibility for the security and authenticity of all Orders placed through your Coinax Bermuda Account via the Coinax Bermuda Platform for execution by CBBM on your behalf on the Deribit Exchange, and you will be bound by all such Orders;

(C) we are entitled to assume the authenticity of any Orders placed through your Coinax Bermuda Account via the Coinax Bermuda Platform, including that all Orders placed are in fact authorised by you, and we are under no obligation whatsoever to verify that such Orders are authentic or are in fact authorised by you. Notwithstanding this, we reserve the right, but shall not be obligated, to make further enquiries about or require written confirmation of any Order, for example where an Order is unclear, ambiguous, or, in our reasonable opinion, was placed by you accidentally, mistakenly, fraudulently and/or negligently; and

(D) you are bound by all Orders placed through your Coinax Bermuda Account via the Coinax Bermuda Platform for execution by CBBM on your behalf on the Deribit Exchange, with the exception of unexecuted Orders which you may request to cancel. You may request to cancel or modify an Order which has not been executed. We cannot guarantee that we will be able to carry out your cancellation or modification request, as this will depend on the Derivative Contract that you are trading, and whether or not you have that ability as set out in the Deribit Rulebook.

4.7. Derivatives Air Drops. From time to time, CBBM may, in its sole discretion, conduct a Derivatives Air Drop by opening one or more Derivative Contract positions in your Coinax Bermuda Account, collateralised with Supported Digital Assets credited by CBBM for that purpose (“Air Drop Margin”). You hereby appoint CBBM as your authorised agent for the limited purpose of placing Orders, posting the Air Drop Margin, and opening such Derivative Contract positions on your behalf, and each Derivative Contract so opened shall be a Derivative Contract entered into by you under, and subject to, the terms of this Agreement, save as expressly modified below. Derivatives Air Drops will generally be made available only to customers who (i) affirmatively opt in via a call-to-action or similar prompt made available by CBBM via the Coinax Bermuda Platform or the Site, and (ii) satisfy any additional eligibility criteria set by CBBM; however, CBBM reserves the right to conduct Derivatives Air Drops without a separate opt-in where it considers it appropriate to do so. Each Derivatives Air Drop position will be opened on an isolated-margin basis, and notwithstanding any other provision of this Agreement: (a) only the Air Drop Margin (and any additional Margin you expressly elect to allocate to the position) may be applied to support, margin, liquidate, or settle that position, and losses on it will not trigger Liquidation, Auto-Deleveraging, or any other adverse action against your other balances or Derivative Contracts; and (b) your maximum loss on any Derivatives Air Drop position is capped at the Air Drop Margin allocated to it, no Derivatives Air Drop position shall result in negative Equity, debt, or any payment obligation owing by you to Coinax Bermuda, and CBBM shall absorb any shortfall as a promotional cost; and (c) upon settlement, expiry, close-out, or other termination of a Derivatives Air Drop position, any Air Drop Margin remaining after the application of any losses on the position (together with any profits realised on the position) shall be retained by you and credited to your Coinax Bermuda Account, and shall not revert to, or be clawed back by, CBBM. For the avoidance of doubt, the Air Drop Margin is credited to you on an outright basis as part of the Derivatives Air Drop and, save for its application against losses on the related Derivatives Air Drop position in accordance with paragraph (a) above, is yours to keep. CBBM is under no obligation to offer Derivatives Air Drops and may set, vary, suspend, or terminate any Derivatives Air Drop or your eligibility for one at any time in its sole discretion.

5. Leverage and margin

5.1 Use of Available Balance as Leverage. You are allowed to place Orders using your Available Balance as leverage, as a specified fraction of the possible change in value of the relevant asset against the Position in the relevant Settlement Currency. Leverage will impact the amount of Margin you are required to provide for a particular Order or Position. You may be subject to limitations on your ability to utilise leverage in relation to any Order, as determined by CBBM in accordance with this Agreement and the Deribit Rulebook.

5.2. Types of Margin. There are two types of Margin you are required to meet in connection with the Derivatives Brokerage Services:

(A) Initial Margin, being the minimum Margin that must be held on your Coinax Bermuda Account (including via a third party custodian, as detailed in Part B, Section 5.5 (Custody of Margin and Collateral) below) when placing your Order; and

(B) Maintenance Margin, being the minimum Margin that must be held on your Coinax Bermuda Account (including via a third party custodian, as detailed in Part B, Section 5.5 (Custody of Margin and Collateral) below) to maintain your open Positions.

5.3. Obligation to Maintain Margin. You agree and undertake to provide and/or maintain at all times sufficient Margin required for any Order, any resulting Trade and Position, in accordance with this Agreement and the Deribit Rulebook. This includes having the requisite amount of Margin available for use in your Coinax Bermuda Account, or transferring the requisite Digital Assets into your Coinax Bermuda Account, to meet the applicable Margin Requirements. 

5.4. Ownership of Margin and use to Satisfy Liabilities. You represent, warrant, and undertake that any Margin provided by you was, at the date of transfer, beneficially owned by you and not subject to any charge, lien, or other encumbrance. Without prejudice to any other rights we have under this Agreement, Margin may be retained and used to set-off, settle, satisfy, or reduce any of your liabilities under this Agreement.

5.5. Custody of Margin and Collateral. You may arrange for your Margin or collateral provided in connection with the Derivatives Brokerage Services to be held by another Coinax Bermuda Group entity or a pre-approved third-party custodian on your behalf. Where country-specific custody arrangements apply, the terms governing such arrangements will be as set out in Part D (Country Specific Terms).

5.6. Haircuts and product fees on cross-collateral. Where your Coinax Bermuda Account is configured for Cross Collateral Standard Margin or Cross Collateral Portfolio Margin, you acknowledge and agree that, in accordance with the Deribit Rulebook: (A) the value attributed to Equity held in a Cross Collateral Currency other than the relevant reference Settlement Currency may be reduced by a haircut when determining your Margin Balance and Available Balance; and (B) where you have negative Equity in any Settlement Currency, a product fee may be charged on that negative Equity, and Equity in your other Cross Collateral Currencies (or, where applicable, the Insurance Fund) may be applied to replenish it. The applicable haircuts and product fees are determined by the Operator of the Deribit Exchange in accordance with the Deribit Rulebook, are notified to you via the Coinax Bermuda Platform, and may be amended from time to time.

6. Liquidating positions, insurance fund and socialised losses

6.1 Liquidation Process on the Deribit Exchange. If any client trading on the Deribit Exchange does not meet the applicable Margin Requirements, the Operator of the Deribit Exchange can initiate a Liquidation Process in accordance with the Deribit Rulebook. In particular, where the Margin Balance falls below the Maintenance Margin in respect of the requisite Supported Digital Asset (or, in the case of a Cross Collateral account, in the reference Settlement Currency), the Operator of the Deribit Exchange may close existing Positions or open new Positions in order to reduce the risk in that Supported Digital Asset or Settlement Currency, in accordance with this Section 6 and the Deribit Rulebook. The Liquidation Process occurs as follows:

(A) The process may involve closing Positions, cancelling Orders, hedging through other trades, transferring Positions to one or more Liquidity Support Providers (as defined in Section 6.6) or any other actions deemed necessary or appropriate by the Operator of the Deribit Exchange in its sole discretion. If liquidation occurs in respect of your Orders or Positions, you may be charged a Liquidation Fee in accordance with the Deribit Rulebook. Additionally, if your Coinax Bermuda Account goes into a negative balance after liquidation, any deficit may be settled using the Insurance Fund, bringing that account balance back to zero.

(B) If the Insurance Fund is insufficient to cover the negative balance of a bankrupt account, the Operator of the Deribit Exchange may activate a “socialised loss mechanism”. This mechanism spreads the loss across participants who have profited in the same Trading Session by deducting a proportional amount from their gains to offset those losses. Participants cannot dispute their contribution to this mechanism unless there is a clear error in the calculation. By entering into this Agreement, you accept and agree to the possibility of being affected by this mechanism, which aims to stabilise the Deribit Exchange’s financial integrity in the event of significant losses.

(C) The Operator of the Deribit Exchange may instruct the use of the Insurance Fund at its sole discretion in order to compensate participants’ losses which it considers to result from materially adverse unforeseen events. To the extent that the Operator of the Deribit Exchange utilises the Insurance Fund in such circumstances, it is under no obligation to cover all of a participant’s loss, and therefore any compensation may be partial.

6.2. Account Bankruptcy and Extreme Market Circumstances. If your Positions have been liquidated and your remaining Equity is insufficient to cover your (additional) losses, your Coinax Bermuda Account is bankrupt. Under extreme market circumstances, in order to protect the integrity of CBBM, the Coinax Bermuda Platform or the Deribit Exchange, we reserve the right to partially or entirely effect the closure your Position(s) to be able to close positions of counterparties to help prevent counterparty bankruptcies, where the liquidity in the market is not enough to take over positions of counterparties that are on the verge of bankruptcy or already bankrupt. This may include, without limitation, the transfer of Positions to Liquidity Support Providers in accordance with Part B, Section 6.6 (Liquidity Support Providers). In the event any Position is closed on the basis of this Part B, Section ‎6.2, you agree that the Operator of the Deribit Exchange will determine the price you will receive for the Position closed in its sole discretion, but in principle this will be the Mark Price. In case of liquidation on the basis of this Part B, Section ‎6.2, whether or not any compensation from the Insurance Fund will be provided will be determined by the Operator of the Deribit Exchange (as relevant) in its sole discretion. If applicable and approved by us, we will reset the balance of the relevant Digital Assets in your Coinax Bermuda Account to zero by arranging for the transfer of funds from the Insurance Fund to your Coinax Bermuda Account.

6.3. CBBM’s role and Limitation of Liability in the Liquidation Process. CBBM’s role in the Liquidation Process is limited to recording your Positions and balances in your Coinax Bermuda Account following the Liquidation Process described in Part B, Section ‎6.1 above and reflecting the outcome of any actions taken by the Operator of the Deribit Exchange or any Liquidity Support Provider. CBBM will have no liability whatsoever for any action taken or omitted to be taken, whether by the Operator of the Deribit Exchange or any other participant, in respect of the Liquidation Process or closing of Positions under this Part B, Section ‎6 (Liquidating Positions, Insurance Fund And Socialised Losses).

6.4. Treatment of Collateral and Applicable Law. By using the Derivatives Brokerage Services, you consent to any such Liquidation Process (including any transfer of Positions to Liquidity Support Providers) and further agree to indemnify and hold harmless CBBM for any actions properly taken by CBBM under this Part B, Section ‎6 (Liquidating Positions, Insurance Fund And Socialised Losses), in addition to the broader indemnity set out in ‎Part A, Section ‎8 (Liability) of this Agreement.

6.5. For the avoidance of doubt, any Digital Assets held in custody and/or pledged as Margin in connection with the Derivatives Brokerage Services shall not be distributed except in accordance with, and subject to, applicable law and the security interest and enforcement provisions set out in this Part B.

6.6. Liquidity Support Providers. As part of the Liquidation Process, the Operator of the Deribit Exchange may transfer open Positions to one or more backstop liquidity providers that participate in the liquidity support provider programme maintained by the Operator of the Deribit Exchange from time to time (each, a “Liquidity Support Provider“). The role of a Liquidity Support Provider is to absorb Positions that cannot otherwise be closed on the Deribit Exchange during the Liquidation Process, thereby reducing the risk of socialised losses under Part B, Section 6.1(B). The Operator of the Deribit Exchange may, in its sole discretion, incentivise Liquidity Support Providers to participate in the programme by providing discounts from fees and such other incentives as it may publish from time to time on the Website. Where your Positions are transferred to a Liquidity Support Provider as part of the Liquidation Process, the transfer will be effected in accordance with the Deribit Rulebook. You acknowledge and agree that:

(A) CBBM has no control over the identity, conduct, or performance of any Liquidity Support Provider;

(B) the availability and capacity of Liquidity Support Providers may vary and is not guaranteed; and

(C) if Liquidity Support Providers are unable to absorb your Positions in full, the remaining Positions may be subject to the socialised loss mechanism described in Section 6.1(B).

7. Ongoing information – pre-trade information, confirmations and settlement

7.1 Pre‑trade information. Prior to placing an Order, you may review, on the Coinax Bermuda Platform, information related to the relevant Derivative Contract on the Deribit Exchange, including Contract Specifications, unexecuted Orders and other relevant trading information, as made available from time to time.

7.2. Trade Confirmations. If we execute your Order via the Derivatives Brokerage Services, we will provide you with a Confirmation which will appear in your Coinax Bermuda Account in near‑real time following your Order being executed and resulting in a Trade. The date of such Confirmation will be the Contract Date for that Trade. In the absence of a manifest error, the Confirmation will be conclusive and binding on you unless:

(A) you object to the Confirmation and notify us of the error or omission within twenty‑four (24) hours of the delivery of the Confirmation; or

(B) we notify you of an error or omission within three (3) days of the delivery of the Confirmation.

Notwithstanding the foregoing, where the Deribit Rulebook prescribes a shorter period within which errors or omissions in respect of a Trade may be raised or corrected, that shorter period shall apply in place of the periods set out in Part B, Sections ‎7.2‎(A) and‎ 7.2‎(B) above.

7.3. Correction of Errors. We reserve the right to re‑issue any Confirmation to correct any error or omission when the error or omission comes to our attention. You are entitled to a copy of any Confirmation at any time during the term of this Agreement upon request.

7.4. Monthly Statements. We will provide you with a written statement of account at least Monthly, showing (amongst other things) the Digital Asset balances, trading summaries, fees, and Positions in each relevant account used in connection with the Derivatives Brokerage Services.

7.5. Loss. If any Trade executed via the Derivatives Brokerage Services results in a loss, your Margin and any Equity supporting that Trade may be used by us or the Operator of the Deribit Exchange, to cover that loss, in accordance with this Agreement and the Deribit Rulebook.

7.6. Settlement. Positions opened via the Derivatives Brokerage Services are settled by the Operator of the Deribit Exchange in accordance with the Deribit Rulebook. Settlement occurs as follows:

(A) Positions are cash‑settled in the relevant Settlement Currency (including through the Liquidation Process described in Part B, Section ‎6). 

(B) Settlement occurs:

(1) on a daily basis; and

(2) when a Position closes or expires at the relevant settlement price, and the profit or loss on that Position is credited to or deducted from the relevant account on the Deribit Exchange and reflected in your Coinax Bermuda Account,

each such event being a “Settlement” or to “Settle”.

(C) Daily Settlement shall occur each calendar day at 08:30 AM UTC (or such other time as may be specified in the Deribit Rulebook).

(D) Unless otherwise required under this Agreement and save for daily Settlement or Settlement pursuant to Part B, Section 7.6(B), Settlement occurs in response to:

(1) any closing out of a Position, whether as a result of your Order being executed, to maintain Margin, pursuant to the Liquidation Process, or otherwise; or

(2) a Position being held to final Settlement in accordance with the relevant Contract Specifications published by the Operator of the Deribit Exchange. 

(E) The Operator of the Deribit Exchange Settles Positions by:

(1) calculating the profit and loss of a Position based on the prices at which the Position being closed out was opened and closed, the size of that Position and the Contract Specifications of the Derivative Contract in which the Position was held;

(2) adding the profit to or deducting the loss from, as the case may be, the Margin allocated in the account in which the Position resided; and

(3) performing the steps above immediately after the respective events described in Section ‎7.6(B) have occurred.

(F) CBBM’s role in the Settlement process is limited to recording the Positions and balances in your Coinax Bermuda Account following the Settlement process described in Part B, Sections ‎7.6(A) to ‎7.6(E) above. CBBM will have no liability whatsoever for any action taken or omitted to be taken by the Operator of the Deribit Exchange in respect of the Settlement process.

8. Our rights regarding your orders

8.1 Trading Restrictions. Without prejudice to ‎Part A, Section ‎6.1 (Transaction Limits), we reserve the right to:

(A) limit your right to place Orders under the Derivatives Brokerage Services;

(B) instruct the Operator of the Deribit Exchange to cancel or modify Orders;

(C) instruct the Operator of the Deribit Exchange to partially or entirely close any or all of your Positions entered into via the Derivatives Brokerage Services. This includes, but is not limited to, a Position that is profitable and/or a Position that does not at that time breach any applicable Margin Requirements, where we consider this necessary or appropriate to manage our or the Deribit Exchange’s risk (for example, to reduce or close counterparty Positions that have breached the Margin Requirements); and

(D) instruct the Operator of the Deribit Exchange to close any Position in a fair way and acting reasonably where a fork has occurred in relation to the Digital Asset relevant to the Position. This includes a Position that is profitable and/or a Position that does not breach any applicable Margin Requirements.

9. Mistrades and Fast Markets on the Deribit Exchange

9.1 Mistrades. The Operator of the Deribit Exchange may, in its absolute discretion, declare a Mistrade, either within sixty (60) minutes after a Trade is executed or following an application for a Mistrade made in accordance with this ‎Part B, Section ‎9, in the following circumstances:

(A) the prices on which Orders are executed deviate more than the applicable Mistrade Range;

(B) it is in the interest of maintaining an orderly and fair market or maintaining price continuity; or

(C) there is an error in the Deribit Exchange trading system. 

The Operator of the Deribit Exchange may not declare a Mistrade in circumstances where a Trade cannot be reversed or adjusted because one of the parties to that Trade has insufficient funds in its account on the Deribit Exchange to enable the cancellation or price adjustment of that Trade.

9.2. Fast Markets. The Operator of the Deribit Exchange may declare a Fast Market at its absolute discretion, if market conditions reasonably warrant such a declaration. Where the Operator of the Deribit Exchange declares a Fast Market, such Fast Market will last for a period of two (2) hours from the moment that the Fast Market is declared, unless the Deribit Exchange withdraws its declaration in respect of a particular Derivative Contract at its absolute discretion, if market conditions reasonably warrant such withdrawal.

In circumstances where a Fast Market exists, the Deribit Exchange may, in its absolute discretion, adjust the Mistrade Range for a Derivative Contract up or down by such ratio as it deems reasonable in order to maintain an orderly and fair market or maintain price continuity.

9.3. Communication of Mistrade by CBBM. Where the Operator of the Deribit Exchange declares a Mistrade, CBBM will communicate such Mistrade to you via the Coinax Bermuda Platform, by email to the primary email address associated with your Coinax Bermuda Account and/or via such other electronic communication channels as Coinax Bermuda may make available from time to time.

9.4. Effect of a Mistrade. Where the Operator of the Deribit Exchange declares a Mistrade, it may:

(A) cancel a previously executed Trade; or

(B) adjust the execution price of an executed Trade,

each of which may impact your Trade.

9.5. Account adjustments following a Mistrade. Following a declaration of a Mistrade, the Deribit Exchange (and/or CBBM, as appropriate) will, within six (6) hours after the Mistrade was declared or following the decision on your application for a Mistrade:

(A) reverse or adjust all relevant Trades; and

(B) adjust each account on the Deribit Exchange (and/or Coinax Bermuda will adjust each client’s Account, as appropriate) balance that is affected by the declaration of the Mistrade accordingly.

Where the Operator of the Deribit Exchange declares a Mistrade and reverses or adjusts a Trade, CBBM shall not be liable for any losses incurred by you which result from the declaration of a Mistrade and the subsequent cancellation or price adjustment of your Trade.

Where the Operator of the Deribit Exchange declares a Mistrade and reverses or adjusts a Trade, the Liquidation Process as described under ‎ Part B, Section ‎6 (Liquidating Positions, Insurance Fund and Socialised Losses) does not apply

9.6. Applications for a Mistrade. The Operator of the Deribit Exchange may declare a Mistrade at its own initiative or on application by a member of the Deribit Exchange (including an application made by CBBM on your behalf).

9.7. Negatively Affected by a Mistrade. If you consider that you have been negatively affected by a Mistrade or that there has otherwise been an error in a Trade executed via the Derivatives Brokerage Services, you may request CBBM to submit an application to the Deribit Exchange on your behalf:

(A) requesting that a Mistrade be declared; and

(B) requesting the reversal or adjustment of the relevant Trade.

9.8. You may not request an application for the declaration of a Mistrade unless the total loss resulting from the Trade to which the application relates exceeds USD 10,000 (or such other threshold as may be notified to you by CBBM from time to time).

9.9. Submission Timeframe for a Mistrade. Any request by you for a Mistrade application must be submitted to CBBM within thirty (30) minutes after the relevant Trade(s) were executed, using the contact channels notified by CBBM for this purpose. You acknowledge that the Operator of the Deribit Exchange will only consider applications submitted to it within sixty (60) minutes after execution of the relevant Trade(s), and that CBBM therefore requires sufficient time to review and submit your application to the Operator of the Deribit Exchange before that deadline. Following timely receipt of your request, CBBM will use reasonable endeavours to review and (where applicable) submit your application to the Operator of the Deribit Exchange as soon as reasonably practicable, and in any event before the Operator’s sixty (60) minute deadline expires. CBBM is under no obligation to submit, and the Operator of the Deribit Exchange is under no obligation to consider, any application that is submitted to CBBM after the thirty (30) minute deadline or that cannot, despite CBBM’s reasonable endeavours, be submitted to the Operator before the Operator’s deadline.

9.10 Application Details. Your application for a Mistrade must contain the following information:

(A) your name;

(B) your Coinax Bermuda Account identifier (UID or similar);

(C) Derivative Contract name;

(D) time of execution;

(E) execution price; and

(F) reasons for the application.

9.11. Subject to the Deribit Rulebook, the Operator of the Deribit Exchange will complete its review of the application made by CBBM on your behalf within six (6) hours (or, if it considers it reasonably necessary, extend the review period by up to twenty-four (24) hours) after the application was submitted to the Deribit Exchange.

9.12. Communication of Refusal. If the Operator of the Deribit Exchange decides to refuse an application made by its members (including applications made by CBBM on your behalf), it will communicate such refusal to the relevant member, including reasons. Upon receipt of any such refusal decision from the Operator of the Deribit Exchange affecting your Trade, CBBM will notify you of the refusal, including the reasons provided by the Operator of the Deribit Exchange. Such notification will be made via the contact details registered to your Coinax Bermuda Account.

9.13. Consequences of exercising our rights under this Section. Where we exercise any of our rights under this Part B, Section 9:

(A) you agree that, we will not be liable for any loss you may incur as a result; and

(B) you acknowledge that the Operator of the Deribit Exchange can determine the price you will receive for the Trade of which the Position is closed at its sole discretion, but in principle, this will be the Mark Price.

10. Additional security provisions in relation to the derivative brokerage services

Definitions

10.1 For the purposes of this Part B, Section 10, the following additional terms have the meanings set out below:

(A) “Deribit Collateral” means, at any time, that part of the Secured Assets consisting of all Digital Assets and fiat currency (if any) standing to the credit of your Coinax Bermuda Account which: (1) we notify you (including via the Coinax Bermuda Platform) are designated or available to meet Margin Requirements or otherwise to secure or support your obligations in respect of (a) any Derivative Contract executed via the Derivatives Brokerage Services on the Deribit Exchange and/or (b) any Direct Exchange Trade entered into by you with the Operator of the Deribit Exchange where CBBM provides the Settlement Service to you (such Digital Assets and fiat currency, the “Settlement Service Collateral” as further described in Part B, Section 13.7, which forms part of the Deribit Collateral); and/or (2) we in fact apply, or are instructed by the Operator of the Deribit Exchange to apply, in or towards meeting any Margin Requirements, settlement obligations, close-out amounts, interest, fees, costs or expenses arising in connection with any such Derivative Contracts or Deribit Exchange trades, together with all related rights, entitlements, claims, proceeds and other property from time to time representing or derived from the foregoing;

(B) “Deribit Secured Obligations” means that part of the Secured Obligations comprising all present and future obligations and liabilities (actual, contingent or prospective, whether owed solely or jointly or in any other capacity) that you owe, or are expressed to owe, to the Operator of the Deribit Exchange under or in connection with: (1) any Derivative Contract executed or cleared via the Derivatives Brokerage Services on the Deribit Exchange; (2) any Direct Exchange Trade entered into by you with the Operator of the Deribit Exchange where CBBM provides the Settlement Service to you (such part of the Deribit Secured Obligations, the Settlement Service Secured Obligations as further described in Part B, Section 13.7, which form part of the Deribit Secured Obligations); and (3) any related Margin Requirements, settlement obligations, close-out amounts, interest, fees, costs or expenses, in each case as determined by reference to this Agreement, your actions on the Coinax Bermuda Platform, the Deribit Rulebook and any direct agreement between you and the Operator of the Deribit Exchange; and

(C) “Security Trustee” means CBBM in its capacity as the person holding the benefit of the Security Interest under Part A, Section 14 (Security Interest) for itself and, to the extent applicable under this Part B, Section 10, for the Operator of the Deribit Exchange and any other Secured Party in respect of (i) the Derivatives Brokerage Services and (ii) the Settlement Service.

10.2. For the avoidance of doubt:

(A) the Deribit Collateral (including the Settlement Service Collateral) forms part of the Secured Assets and the Deribit Secured Obligations (including the Settlement Service Secured Obligations) form part of the Secured Obligations for the purposes of Part A, Section 14 (Security Interest); 

(B) the Operator of the Deribit Exchange is a Secured Party for the purposes of Part A, Section 14 (Security Interest); and

(C) this Part B, Section 10 applies to both (i) Derivative Contracts executed via the Derivatives Brokerage Services and (ii) Direct Exchange Trades entered into by Settlement Service Clients with the Operator of the Deribit Exchange, in each case as further described in Part B, Section 13 (Settlement Service). References in this Part B, Section 10 to “Deribit Collateral” and “Deribit Secured Obligations” shall be read as including the Settlement Service Collateral and the Settlement Service Secured Obligations respectively, and the security trust, third-party rights, restrictions, enforcement triggers, application of proceeds, power of attorney, and country-specific precedence provisions in this Part B, Section 10 shall apply equally to such Settlement Service Collateral and Settlement Service Secured Obligations, in each case as further described in Part B, Section 13 (Settlement Service).

Relationship with the general Security Interest

10.3. The Security Interest granted by you under Part A, Section 14 (Security Interest) extends to, and continues in full force and effect over, all Deribit Collateral as security for all Secured Obligations, including the Deribit Secured Obligations.

10.4. For the purposes of the “Product Security Terms and Subordination” and “Designated Sub-Pools and Priority” provisions in Part A, Section 14 (Security Interest), the Deribit Collateral (or such portion of the Secured Assets as we may notify you from time to time) constitutes a Designated Sub-Pool allocated to secure the Deribit Secured Obligations and any other Secured Obligations which we notify you (including via the Coinax Bermuda Platform) are to be secured on that sub-pool.

Security Trust and Third Party Rights

10.5. In relation to the Deribit Collateral and the Deribit Secured Obligations, CBBM, as Security Trustee, holds and shall hold:

(A) the benefit of the Security Interest; and

(B) subject to the “Application of Proceeds” provisions in Part A, Section 14 (Security Interest), all proceeds of any enforcement or realisation of the Deribit Collateral,

on trust for the Operator of the Deribit Exchange (in its capacity as a Secured Party), to be applied in or towards the discharge of the Deribit Secured Obligations, and (after such discharge) any surplus shall be credited to your Coinax Bermuda Account and/or paid to you.

10.6. You acknowledge and agree that the Operator of the Deribit Exchange is an intended third-party beneficiary of this Part B, Section 10 and shall be entitled to enforce the provisions of this Part B, Section 10 directly against you, without prejudice to any rights or discretions of CBBM as Security Trustee under this Agreement.

10.7. Nothing in this Part B, Section 10 shall: (1) create any duties on CBBM in favour of you or the Operator of the Deribit Exchange beyond those expressly set out in this Agreement; or (2) prevent CBBM from exercising any rights it has in its own capacity (including as a Secured Party) in priority to, concurrently with, or after enforcing the Security Interest as Security Trustee, provided that CBBM shall not receive double recovery in respect of the same underlying liability.

Restrictions on Dealings; Further Assurance

10.8. Without prejudice to Part A, Section 14 (Security Interest):

(A) you shall not create or permit to subsist any mortgage, charge, lien, security interest or other encumbrance over any Deribit Collateral, other than:

(1) the Security Interest; and

(2) any security in favour of Coinax Bermuda or any member of the Coinax Bermuda Group arising under this Agreement or any applicable country-specific terms; and

(B) you shall, at your own cost, promptly do all acts and execute all documents (including any further charges, assignments, notices or filings) as we may reasonably require to perfect, protect or improve the Security Interest over the Deribit Collateral, or otherwise to assist any enforcement or realisation of the Deribit Collateral in accordance with this Part B, Section 10 and Part A, Section 14 (Security Interest).

Additional Enforcement Events

10.9. For the purposes of the provision in Part A, Section 14 (Security Interest) that permits us to enforce the Security Interest where an additional enforcement event specified in any Product Security Terms occurs, the following shall constitute additional enforcement events in respect of the Deribit Collateral:

(A) we receive written notice (including via an agreed electronic channel) from the Operator of the Deribit Exchange that an event of default, termination event or similar event has occurred and is continuing under the Deribit Rulebook or any agreement between you and the Operator of the Deribit Exchange relating to Derivative Contracts executed via the Derivatives Brokerage Services; or

(B) any other enforcement, close-out, liquidation or similar event occurs in respect of you under the Deribit Rulebook which the Operator of the Deribit Exchange notifies us (including via the Deribit Exchange) requires or is expected to require the use, application, transfer or realisation of Deribit Collateral to discharge Deribit Secured Obligations.

Enforcement of security and application of proceeds

10.10. Without prejudice to Part A, Section 14 (Security Interest), on or at any time after the Security Interest over the Deribit Collateral has become enforceable, we may, as Security Trustee and/or at the direction of the Operator of the Deribit Exchange, exercise any and all of our rights, powers and remedies under this Agreement and applicable law in relation to the Deribit Collateral, including by:

(A) appropriating, realising, selling, transferring or otherwise disposing of all or any part of the Deribit Collateral (including by way of on-exchange transactions on a Coinax-operated venue or any other trading venue, on-chain transfers or internal book entries within the Coinax Bermuda Platform); and

(B) applying, setting off or transferring all or any part of the Deribit Collateral in or towards the payment, satisfaction or reduction of any Deribit Secured Obligations.

10.11. For the purposes of any “Designated Sub-Pools and Priority” / “Application of Proceeds” provisions in Part A, Section 14 (Security Interest), where the proceeds of enforcement relate to the Deribit Collateral (or any Designated Sub-Pool comprising Deribit Collateral), the priority waterfall as between the Operator of the Deribit Exchange and any other Secured Party having recourse to that Deribit Collateral shall, subject always to Part A, Section 14 (Security Interest), be as follows:

(A) first, in or towards payment and discharge of the Deribit Secured Obligations, in such order and manner as we (in consultation with the Operator of the Deribit Exchange) determine; and

(B) second, in or towards payment and discharge of any other Secured Obligations which we have notified you (including via the Coinax Bermuda Platform) are secured on the Deribit Collateral, in such order and manner as we determine (acting reasonably),

and thereafter any surplus shall be applied in accordance with Part A, Section 14 (Security Interest).

10.12. You acknowledge that the markets for Digital Assets may be illiquid and volatile and that we are not under any obligation to delay any enforcement or realisation of Deribit Collateral in anticipation of any improvement in market conditions. To the maximum extent permitted by applicable law, we shall not be liable to you for any loss arising from the timing, manner or price of any realisation of Deribit Collateral effected in good faith in accordance with this Part B, Section 10.

Power of attorney

10.13. Without prejudice to Part A, Section 14 (Security Interest),  you irrevocably appoint CBBM (acting alone) as your attorney and agent with full authority, at any time after the Security Interest over any Deribit Collateral has become enforceable, in your name and on your behalf and as your act and deed:

(A) to sign, execute and deliver all transfers, instructions and other documents;

(B) to give all notices and directions (including to any Affiliate of CBBM, the Operator of the Deribit Exchange or any third-party exchange, custodian or wallet provider); and

(C) generally to do any and all other things,

which CBBM considers reasonably necessary or desirable to give effect to, or to exercise or enforce (including by the Operator of the Deribit Exchange), the Security Interest over the Deribit Collateral and the powers conferred by this Part B, Section 10.

10.14. You ratify and confirm, and agree to ratify and confirm, anything which CBBM may lawfully do or purport to do in good faith by virtue of this power of attorney.

Country-specific security terms and precedence

10.15. This Part B, Section 10 applies to all users that use the Derivatives Brokerage Services, unless and to the extent that the provisions of any Annex to Part D (Country Specific Terms) apply to such users, as set out in the relevant Annex.

10.16. Where the provisions of any Annex to Part D (Country Specific Terms) apply to you, the provisions of that Annex shall govern the grant, nature and enforcement of any security interest over the Deribit Collateral and/or any other Secured Assets in connection with the Derivatives Brokerage Services and shall take precedence over the provisions of this Part B, Section 10 to the extent of any inconsistency.

10.17. Subject to Part B, Section 10.16, to the extent of any inconsistency between this Part B, Section 10 and any other provision of this Agreement concerning security, lien or set-off in respect of Derivative Contracts executed via the Derivatives Brokerage Services:

(A) as between you and the Operator of the Deribit Exchange, this Part B, Section 10 prevails; and

(B) as between you and CBBM, CBBM may rely on whichever provision (or combination of provisions) it reasonably considers most protective of its and/or the Operator of the Deribit Exchange’s interests, provided that CBBM shall not receive double recovery in respect of the same underlying liability.

11. Suspension and removal of products 

11.1 Products no Longer Supported. We will not be able to execute an Order on the Deribit Exchange in respect of any Derivative Contract that:

(A) is not supported or that has been removed from the Deribit Exchange; or

(B) although available on the Deribit Exchange, is not (or is no longer) made available by us under this Agreement, including without limitation by reason of (a) geographic or jurisdictional restrictions, (b) your client classification, status or eligibility (or change thereto), (c) applicable law, regulation or guidance (or any change in our interpretation thereof), (d) our internal risk, compliance, capital, liquidity or product governance policies, (e) the terms of our membership of, or arrangements with, the Operator of the Deribit Exchange, or (f) any other reason as we may determine from time to time, acting reasonably.

You will be informed of any Derivative Contract that is no longer supported by the Deribit Exchange or that is no longer made available by us under this Agreement, and your Orders can therefore no longer be placed for execution by us. Although we will inform you before a Derivative Contract is removed from the Deribit Exchange or otherwise ceases to be available to you under this Agreement, to the extent this is reasonably possible, we reserve the right to do so without prior notice.

11.2 Withdrawal from your Account. If a Derivative Contract is removed from the Deribit Exchange, any outstanding Order related to this Derivative Contract will be cancelled and you will be given the opportunity to withdraw the Digital Assets or fiat currency from your Coinax Bermuda Account.

11.3 No Liability. You agree that we will not be liable for any loss you may incur as a result of us exercising our rights under this Part B, Section ‎11.

11.4 Additional Suspension, Termination and Cancellation. In addition to the rights set out in ‎Part A, Section ‎7.3 (Suspension, Termination and Cancellation), we may: (a) refuse to complete, or place on hold, block, cancel or reverse a Trade you have authorised (even after funds have been debited from your Coinax Bermuda Account), (b) suspend, restrict, or terminate your access to the Derivatives Brokerage Services, (c) limit the use of the Coinax Bermuda Platform, including, placing orders for execution on the Deribit Exchange, and/or (d) deactivate or cancel your Coinax Bermuda Account with immediate effect for good reason, including, but not limited to where:

(A) we are required to do so by the Deribit Rulebook, or where not doing so would cause CBBM or you to breach applicable law or the Deribit Rulebook;

(B) you have breached any limits placed on your Coinax Bermuda Account, or placing the Order for execution on the Deribit Exchange will cause you to breach any limits placed on your Coinax Bermuda Account; 

(C) your Order does not at any time comply with the Margin Requirements, or placing the Order for execution on the Deribit Exchange will cause you to no longer comply with the Margin Requirements; 

(D) there is a market disruption on the Deribit Exchange;

(E) you notify CBBM that you do not intend to proceed with a Trade; or

(F) the Trade/Order relates to a Derivative Contract and/or a Digital Asset which has been suspended or removed from the Deribit Exchange.

12. Fees

12.1 Additional Information on Fees. For the purposes of ‎Part A, Section ‎5.1 (Fees, Interest, Commissions and Charges), CBBM will not maintain a separate fee schedule. The fees applicable to trading on the Deribit Exchange through CBBM are identical to those set by the Operator of the Deribit Exchange and are published at www.deribit.com/kb/fees or such other location as the Operator of the Deribit Exchange may publish from time to time. CBBM does not apply any mark-up to, and will not charge any fees above, those set by the Operator of the Deribit Exchange for trading on the Deribit Exchange through CBBM, save for any separate fees expressly disclosed to you on the Coinax Bermuda Platform. You should refer to that page for the current fee schedule, including maker/taker rates, liquidation fees, and any applicable rebates.

12.2. Trading Fees. With respect to trading fees, a maker-taker trading fee model applies. This means that Orders providing liquidity could have different fees versus Orders that take liquidity. Fees vary per Derivative Contract and are calculated as a percentage of the underlying Digital Assets. The trading fees are set out on the Website: www.deribit.com/kb/fees or such other location as the Operator of the Deribit Exchange may publish from time to time. 

12.3. Fee Rebate. A fee rebate may also be granted, which will be deducted from or added to the value of the Position. The applicable fees and rebates may be amended from time to time and are available on our Website: www.deribit.com/kb/fees or such other location as the Operator of the Deribit Exchange may publish from time to time. For the avoidance of doubt, this section 12.3 relates to rebates affecting your Position only; rebates and other remuneration that CBBM may itself receive from the Operator of the Deribit Exchange are addressed in Part A, section 5.4 (Third-Party Fees).

12.4. CBBM does not charge, add or retain any fee, mark-up, surcharge or commission of its own in respect of trading on the Deribit Exchange via the Derivatives Brokerage Services. The trading fees, liquidation fees and other amounts payable by you in respect of your use of the Derivatives Brokerage Services are those set by the Operator of the Deribit Exchange, and are passed through to you without addition by CBBM (a “pass-through basis”), such that the total amount you bear is no greater than the fee set by the Operator of the Deribit Exchange. You acknowledge and agree that, with CBBM acting as your agent (as described in Part B, Section 2.1), all such fees will be: 

(A) paid by you to, and collected by, the Operator of the Deribit Exchange; or

(B) where Coinax Bermuda so determines, collected by CBBM (including by debit of your Coinax Bermuda Account in accordance with Part A, Section 5) and remitted to the Operator of the Deribit Exchange, 

(C) in each case on a pass-through basis. For the avoidance of doubt, any commissions, rebates or other remuneration that CBBM itself receives from the Operator of the Deribit Exchange in connection with the Derivatives Brokerage Services are addressed separately in Part A, Section 5.4, and do not increase the fees you bear.

12.5. Liquidation Fee. You may be charged a Liquidation Fee if a Liquidation Process is commenced in relation to your Orders, Positions and/or Trades. The Liquidation Fee may be automatically deducted from your Coinax Bermuda Account. Any Liquidation Fee paid will go into the Insurance Fund as described in ‎Part B, Section ‎6 (Liquidating Positions, Insurance Fund and Socialised Losses). 

12.6. Fee List. Fees may be amended from time to time by the Operator of the Deribit Exchange. Your continued use of the Deribit Exchange shall be deemed to be an acceptance by you of any such periodic amendments to the fees.

13. Settlement Service

13.1 Application of this Section. This Section 13 applies where CBBM provides the Settlement Service to you. Where CBBM provides the Settlement Service to you, you are a Settlement Service Client and Sections 1 to 12 of this Part B do not apply to your Direct Exchange Trades, save where expressly cross-referred in this Section 13. Where you also use the Derivatives Brokerage Services, Sections 1 to 12 of this Part B continue to apply to that activity.

13.2. Nature of the Settlement Service. Under the Settlement Service:

(A) you contract directly with the Operator of the Deribit Exchange for the execution, clearing and settlement of Direct Exchange Trades, on the basis of a separate contractual relationship between you and the Operator (including the Deribit Rulebook and the Operator of the Deribit Exchange’s customer terms);

(B) CBBM is not your broker, agent or counterparty in respect of any Direct Exchange Trade and does not place, execute, route, modify, cancel or liquidate Orders or Direct Exchange Trades on your behalf;

(C) CBBM acts solely as (i) custodian of your Margin and other collateral provided in connection with your Direct Exchange Trades (the “Settlement Service Collateral“), in accordance with Part C, Section 3 (Custody Services); and (ii) settlement agent for the daily and event-driven settlement of cash flows between you and the Operator of the Deribit Exchange in respect of your Direct Exchange Trades.

13.3. Onboarding with the Operator of the Deribit Exchange. You acknowledge and agree that, in addition to your Coinax Bermuda Account, you must (and warrant that you have or will) separately enter into a customer relationship with the Operator of the Deribit Exchange and complete the Operator’s onboarding, KYC, suitability and other client requirements before being able to enter into Direct Exchange Trades. CBBM has no responsibility for, and gives no representations or warranties in respect of, the Operator’s onboarding, eligibility or product-availability decisions.

13.4. Delegation of Settlement Service Collateral. By using the Settlement Service, you instruct CBBM to:

(A) hold the Settlement Service Collateral in your Coinax Bermuda Account;

(B) “delegate” the Settlement Service Collateral to the Operator of the Deribit Exchange for the purposes of meeting Margin Requirements and securing your obligations in respect of Direct Exchange Trades, in accordance with the Deribit Rulebook and the operational arrangements between CBBM and the Operator of the Deribit Exchange notified to you via the Coinax Bermuda Platform from time to time; and

(C) reflect, on the books and records of your Coinax Bermuda Account, the amount of Settlement Service Collateral so delegated and the resulting available Margin Balance reported to you by the Operator of the Deribit Exchange,

and for the avoidance of doubt, any such ‘delegation’ does not involve any transfer of legal title in the Settlement Service Collateral to the Operator of the Deribit Exchange, and the Operator’s rights in respect of the Settlement Service Collateral arise solely by virtue of the Security Interest under Part A, Section 14 and Part B, Section 10. 

13.5. CBBM following Operator instructions. You irrevocably authorise and instruct CBBM to act on instructions, notifications and data feeds it receives from the Operator of the Deribit Exchange (and from any service provider acting for the Operator) in connection with your Direct Exchange Trades and Settlement Service Collateral, including instructions and notifications to:

(A) increase, decrease, lock, unlock, release, withhold, transfer, debit or credit any portion of the Settlement Service Collateral or your Coinax Bermuda Account in respect of Margin Requirements, mark-to-market settlement, funding payments, premia, fees, close-out amounts and other Direct Exchange Trade-related cash flows;

(B) settle, on a daily basis (currently at 08:30 UTC, or such other time as may be specified by the Operator from time to time) and on a per-event basis, the net change in your equity at the Operator of the Deribit Exchange against your account on the Coinax Bermuda Platform;

(C) enforce, realise, transfer or apply any Settlement Service Collateral pursuant to the security interest granted under Part A, Section 14 (Security Interest) and Part B, Section 10 (Additional Security Provisions in relation to the Derivatives Brokerage Services) (which, for the purposes of the Settlement Service, shall apply mutatis mutandis as if references to “Derivatives Brokerage Services”, “Derivative Contracts”, “Deribit Collateral” and “Deribit Secured Obligations” included references to the Settlement Service, Direct Exchange Trades, Settlement Service Collateral and Settlement Service Secured Obligations (as defined below)); and

(D) take any other operational step that is necessary or appropriate to give effect to the Operator of the Deribit Exchange’s rights under the Deribit Rulebook and any agreement between you and the Operator of the Deribit Exchange in respect of Direct Exchange Trades.

13.6. CBBM not responsible for Operator of the Deribit Exchange instructions. You acknowledge and agree that CBBM is entitled, and instructed by you, to act on any instruction or notification it reasonably believes (acting in good faith and in a commercially reasonable manner) to have come from the Operator of the Deribit Exchange (including via agreed electronic or API channels), without any obligation to investigate the underlying circumstances. CBBM shall not be liable for acting on any such instruction or notification in accordance with this Section 13, save in the case of CBBM’s gross negligence, wilful default or fraud.

13.7. Settlement Service Secured Obligations. All present and future obligations and liabilities (actual, contingent or prospective) that you owe, or are expressed to owe, to the Operator of the Deribit Exchange under or in connection with any Direct Exchange Trade and the Deribit Rulebook (including any related Margin Requirements, settlement obligations, close-out amounts, interest, fees, costs and expenses) are “Settlement Service Secured Obligations” and form part of the Secured Obligations under Part A, Section 14 (Security Interest). The Settlement Service Collateral forms part of the Secured Assets and is allocated as a Designated Sub-Pool to secure the Settlement Service Secured Obligations on a first-priority basis in favour of the Operator of the Deribit Exchange, with CBBM holding the benefit of the Security Interest as Security Trustee for the Operator in accordance with Part B, Section 10 (Additional Security Provisions in relation to the Derivatives Brokerage Services), the definitions and operative provisions of which apply directly to the Settlement Service Collateral and the Settlement Service Secured Obligations. 

13.8. Withdrawals. Your ability to withdraw Settlement Service Collateral is subject to (i) the Margin Requirements and other restrictions notified to CBBM by the Operator of the Deribit Exchange and (ii) the terms of Part C, Section 3 (Custody Services) and Part A, Section 14 (Security Interest). CBBM shall not be required to release any Settlement Service Collateral until it has received instructions from the Operator of the Deribit Exchange (or has otherwise satisfied itself, acting reasonably) that the relevant Settlement Service Collateral is no longer required to support your Direct Exchange Trades, and CBBM shall not be liable for any delay or restriction on withdrawals arising from any failure or delay by the Operator of the Deribit Exchange to provide such instructions or confirmations.

13.9. Information; reconciliation. CBBM will reflect on the Coinax Bermuda Platform the balances and movements of Settlement Service Collateral and the outcome of each settlement cycle with the Operator of the Deribit Exchange, in each case based on the data CBBM receives from the Operator of the Deribit Exchange. Real-time information regarding your Direct Exchange Trades, positions, margin and equity will be made available by the Operator of the Deribit Exchange via its own UIs and APIs. In the event of any inconsistency between the data displayed on the Coinax Bermuda Platform and the data displayed by the Operator of the Deribit Exchange in respect of your Direct Exchange Trades, the data of the Operator of the Deribit Exchange shall, in the absence of manifest error, prevail.

13.10. Operator’s role; no responsibility of CBBM. You acknowledge and agree that:

(A) the matching, execution, clearing, margining, liquidation and settlement of Direct Exchange Trades are performed by the Operator of the Deribit Exchange in accordance with the Deribit Rulebook;

(B) any market disruption, system outage, error, mistrade, fast market, liquidation, socialised loss, transfer to a Liquidity Support Provider, change to product or fee schedules, suspension or removal of products, or other action or omission by the Operator of the Deribit Exchange affects you directly under your relationship with the Operator and not under this Agreement; and

(C) save in respect of CBBM’s own obligations as custodian and settlement agent under this Part B, Section 13; Part C, Section 3 (Custody Services), and Part A, Section 14 (Security Interest), CBBM shall have no liability whatsoever in respect of, or arising from, the Operator of the Deribit Exchange’s acts or omissions in relation to your Direct Exchange Trades.

13.11. Fees. Fees, commissions and rebates payable in respect of your Direct Exchange Trades are agreed between you and the Operator of the Deribit Exchange directly. CBBM may charge custody and/or settlement-service fees to you in connection with the Settlement Service in accordance with Part A, Section 5 (Fees, Taxes, Set-Off) and the fee schedule made available on the Coinax Bermuda Platform from time to time. CBBM may also receive remuneration from the Operator of the Deribit Exchange in connection with the Settlement Service, as further described in Part A, Section 5.4 (Third-Party Fees).

13.12. Termination of the Settlement Service. Either you or CBBM may terminate the Settlement Service in accordance with Part A, Section 7 (Suspension, Termination, Events of Default). Termination of the Settlement Service does not, of itself, terminate your relationship with the Operator of the Deribit Exchange in respect of your Direct Exchange Trades; you remain solely responsible for managing that relationship and any open Direct Exchange Trades, including arranging for an alternative custody and settlement arrangement acceptable to the Operator of the Deribit Exchange.

Part C: DIGITAL ASSET SERVICES AND CUSTODY SERVICES PROVIDED BY Coinax BERMUDA

1. Digital Asset Services

1.1 Digital Asset Services provided by Coinax Bermuda. The following services (the “Digital Asset Services“) may be provided to you by Coinax Bermuda:

(A) Digital Asset Wallets; and 

(B) a Digital Asset exchange service enabling you to obtain prices for your purchases and sales of Supported Digital Assets, and (subject to certain restrictions) carry out any such purchases or sales on the Site (the “Digital Asset Exchange Service”). Digital Asset Exchange Services are provided by Coinax Bermuda either via a “request for quote” model supported by market makers that Coinax Bermuda sources liquidity from, or by routing orders to Coinax, Inc., subject to the Coinax Exchange Trading Rules. This order routing may result in some additional latency to fulfilment of orders.

1.2 In General. Your Digital Asset Wallet enables you to send Supported Digital Assets to, and request, receive, and store Supported Digital Assets from Digital Asset Wallets that are under your control, by giving instructions through the Site. Coinax Bermuda does not support the transfer and receipt of Supported Digital Assets from and to Digital Asset Wallets that are controlled by third parties. If you send Supported Digital Assets to an address owned or controlled by a third party (for example another individual’s self-hosted wallet or account at another exchange), this is a violation of this Agreement.

1.3. Test Amount. We recommend that you send a small amount of Supported Digital Assets as a test when sending to a Digital Asset Wallet under your control that is outside the Coinax Bermuda Platform, before sending a significant amount of Supported Digital Assets outside the Coinax Bermuda Platform. You may not be able to send Supported Digital Assets off the Coinax Bermuda Platform until the funds for the purchase of the Supported Digital Asset have settled to Coinax Bermuda.

1.4. Digital Asset Exchange Service. The Digital Asset Exchange Service enables you to buy Supported Digital Assets on the Coinax Bermuda Platform using other types of Supported Digital Assets in your Digital Asset Wallet. Conversely, when you sell Supported Digital Assets on the Coinax Bermuda Platform, you will receive other types of Supported Digital Assets in your Digital Asset Wallet, as selected by you when selling Supported Digital Assets. The Digital Asset Exchange Services are provided via two different user interfaces depending on how you wish to access those services: 

(A) a “request for quote” interface whereby Coinax Bermuda will provide you with quotes on request via the Coinax Bermuda Platform to buy or sell Supported Digital Assets; and

(B) an order book model whereby you can place trades via Coinax Bermuda for routing into the exchange operated by Coinax, Inc.. 

1.5. Supported Digital Assets. Coinax Bermuda facilitates and enables the purchase and sale of Supported Digital Assets on the Coinax Bermuda Platform. The Digital Asset Service enables you to buy Supported Digital Assets on the Coinax Bermuda Site using:

(A) central bank issued currency (such as EUR or GBP) supported by Coinax Bermuda; and/or

(B) other types of Supported Digital Assets in your Digital Asset Wallet.

(C) Conversely, when you sell Supported Digital Assets on the Coinax Bermuda Platform, you may elect to receive:

(D) central bank issued currency (such as EUR or GBP) supported by Coinax Bermuda; and/or

(E) other types of Supported Digital Assets in your Digital Asset Wallet.

The transactions described in this ‎Part C, Section ‎1.5 are referred to in this Agreement as “Digital Asset Transactions”.

1.6. Fiat Currency Transactions. You may purchase Supported Digital Assets by linking a valid payment method to your Digital Asset Wallet. You authorise us to debit funds using your selected payment method(s) to complete your purchase.

1.7. Funds in your Digital Asset Wallet. Although we will attempt to deliver Supported Digital Assets to you as promptly as possible, funds may be debited from your selected payment method before the status of your Digital Asset Transaction is shown as complete, and the Supported Digital Asset is delivered to your Digital Asset Wallet. You may sell Supported Digital Assets in exchange for fiat currency (such as EUR or GBP) supported by Coinax Bermuda. In such circumstances, you authorise us to debit your Digital Asset Wallet and to send instructions to credit your selected payment method(s) in settlement of sell transactions. We will send these instructions as soon as reasonably possible. Any fiat currency should be credited to your selected payment method(s) by the end of the business day after we send such instructions.

1.8. Transaction Fulfilment. We will make reasonable efforts to fulfil all purchases of Supported Digital Assets, but in some circumstances, we may be unable to. If this is the case, we will notify you and seek your approval to re-attempt the purchase at the current Exchange Rate (as defined below). We may adjust prices or cancel trades on the basis that the price traded is not representative of market value or the number of contracts traded is in error. Coinax Bermuda will make the final decision on whether a trade price is adjusted, cancelled or allowed to stand. In determining whether a trade has taken place at an unrepresentative price or at an erroneous contract number, certain factors will be taken into account. They may include, but not be limited to:

(A) current market conditions, including levels of activity and volatility;

(B) time period between different quotes and between quoted and traded prices;

(C) information regarding price movement in related contracts, the release of economic data or other relevant news;

(D) manifest error;

(E) whether there is any indication that the trade in question triggered stops or resulted in the execution of spread trades;

(F) whether another market user or client relied on the price; or

(G) any other factor which Coinax Bermuda, in its sole discretion, may deem relevant.

1.9. Processing times. We will make reasonable efforts to ensure that Digital Asset Transactions, requests for debits and credits involving Digital Asset Wallets, bank accounts, credit and debit cards are processed in a timely manner but Coinax Bermuda makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control. We will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and cheque issuances are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.

1.10. Transaction Limit. The use of the Digital Asset Services is subject to a limit on the volume, stated in EUR, GBP or other fiat currency, USDC or other Digital Assets, you may transact or transfer in a given period (e.g. daily). Please see Appendix 1 (Verification Procedures and Limits) for further details. To view your limits, login to your Coinax Bermuda Account. 

1.11. Availability of Payment Methods. The availability of a method of payment depends on a number of factors including, for example, where you are located, the identification information you have provided to us, and limitations imposed by third party payment processors.

1.12. Conversion Fees. Each purchase or sale of Supported Digital Assets is subject to a fee and, if applicable based on the service, a spread (a “Conversion Fee”). The applicable Conversion Fee will be displayed to you on the Site prior to each transaction and is stated in each receipt we issue to you. We may adjust our Conversion Fees at any time. We will not process a transaction if the Conversion Fee and any other associated fees would, together, exceed the value of your transaction. A full list of Coinax Bermuda’s fees and the way fees are calculated can be found on our ‘Pricing and Fees Disclosures’ page.

1.13. Exchange Rates. Each purchase or sale of Supported Digital Assets is also subject to the Exchange Rate for the given transaction. The “Exchange Rate” means the price of any given Supported Digital Asset in fiat currency, USDC (or such other stablecoin as Coinax Bermuda may wish to use for quotations, from time to time), as quoted on the Site. The Exchange Rate is stated either as a “Buy Price” or as a “Sell Price”, which is the price at which you may buy or sell Supported Digital Assets, respectively.

1.14. Spreads. You acknowledge that the Buy Price Exchange Rate may not be the same as the Sell Price Exchange Rate at any given time, and that we may add a margin or ‘spread’ to the quoted Exchange Rate. You agree to accept the Exchange Rate when you authorise a transaction. You can learn more about Coinax Bermuda’s Exchange Rates on our ‘Pricing and Fees Disclosures’ page on the Site. We do not guarantee the availability of any Exchange Rate. We do not guarantee that you will be able to buy and / or sell your Supported Digital Assets on the open market at any particular price or time. 

1.15. Authorisations. By clicking the ‘Buy’ or ‘Sell’ button on the Site, you are authorising Coinax Bermuda to initiate the transaction at the quoted Buy Price or Sell Price and agree to any associated Conversion Fees and Exchange Fees and any other fees.

1.16. Reversals; Cancellations. You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your Digital Asset Wallets have insufficient funds or balance in the Supported Digital Asset that you wish to pay with, you authorise us, in our sole discretion, either to cancel the transaction or to debit other balances on your Digital Asset Wallets, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, insufficient funds, or similar fees charged by your payment provider. Coinax Bermuda reserves the right to suspend access to any and all Coinax Bermuda Services until such insufficient payment is addressed. Digital Asset Transactions cannot be reversed once they have been broadcast to the relevant Digital Asset network. If you initiate a Digital Asset Transaction by entering the recipient’s email address or mobile phone number and the recipient does not have an existing Coinax Bermuda Group Account, we will invite the recipient to open a Coinax Bermuda Account. If the recipient does not open a Coinax Bermuda Account within 30 days, we will return the relevant Supported Digital Asset to your Digital Asset Wallet. 

1.17. Digital Asset Transactions. We will process Digital Asset Transactions in accordance with the instructions we receive from you. You should verify all transaction information prior to submitting instructions to us. We do not guarantee the identity of any user, 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. 

1.18. Miner fees and Inbound Transfers. We may charge network fees (“miner fees”) to process a Digital Asset Transaction on your behalf. We will calculate the miner fees at our discretion, although we will always notify you of the miner fees at (or before) the time you authorise the Digital Asset Transaction. A full list of Coinax Bermuda’s miner fees can be found on our ‘Pricing and Fees Disclosures’ page on the Site. Miner fees for each individual transaction will be disclosed to you at the time of purchase on the checkout page. When you or a third party sends Digital Assets to a Coinax Bermuda Digital Asset Wallet from an external wallet not hosted on Coinax Bermuda (an “Inbound Transfer”), the person initiating the transaction is solely responsible for executing the transaction properly, which may include, among other things, payment of miner fees in order for the transaction to be completed successfully and ensuring that the Digital Asset being sent is a Supported Digital Asset that conforms to the particular wallet address to which funds are directed, including any additional address feature(s) for identifying a transaction recipient beyond a wallet address to the extent required by Coinax Bermuda or the Supported Digital Assets protocol to credit the Inbound Transfer to your Coinax Bermuda Account (e.g., a “Destination Tag/Memo”). Non-payment of miner fees may cause your transaction to remain in a pending state outside of Coinax Bermuda’s control and we are not responsible for delays or loss incurred as a result of an error in the initiation of the transaction and have no obligation to assist in the remediation of such transactions.

1.19. Confirmations. Once submitted to a Digital Asset network, a Digital Asset Transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Digital Asset network. A Digital Asset Transaction is not complete while it is in a pending state. Digital Assets associated with Digital Asset Transactions that are in a pending state will be designated accordingly and will not be included in your Digital Asset Wallet balance or be available to conduct Digital Asset Transactions until confirmed by the network. Once the Digital Asset Transaction has completed you will receive a trade execution report confirming the transfer and the fees incurred.

1.20. Refusal to Process. We may also refuse to process or cancel any pending Digital Asset Transaction as required by law, regulation or any court or other authority to which Coinax Bermuda is subject in any jurisdiction, for instance, if there is suspicion of money laundering, terrorist financing, breaches of international sanctions, fraud, or any other financial crime. 

1.21. Supported Digital Assets. Our Digital Asset Services are available only in connection with Supported Digital Assets. Under no circumstances should you attempt to use your Digital Asset Wallet to store, send, request, or receive Digital Assets in any form that we do not support. We assume no responsibility or liability in connection with any attempt to use your Digital Asset Wallet for Digital Assets that we do not support or with regard to a Supported Digital Asset sent to a wrong or incompatible Digital Asset wallet address. All such erroneously transmitted Digital Assets will be lost. You acknowledge and agree that Coinax Bermuda bears no responsibility and is not liable for any unsupported asset that is sent to a wallet associated with your Coinax Bermuda Account. If you send an unsupported Digital Asset to a wallet associated with your Coinax Bermuda Account, then you will lose that Digital Asset. For some lost Digital Assets, Coinax may in its sole discretion offer you the option to attempt a recovery. We may charge fees to process the recovery attempt on your behalf. We will calculate all fees at our discretion, and notify you of the applicable fees at or before the time you authorize the recovery attempt. For more information, see our ‘Pricing and Fees Disclosures Page’ on the Site. The actual amount recovered may differ from the estimated recovery amount. Coinax does not evaluate the authenticity, safety, or security of unsupported assets. You acknowledge and agree that Coinax is not liable for any loss incurred during the recovery attempt or subsequent use of the recovered asset.

1.22. Initiating an Inbound Transfer. By initiating an Inbound Transfer, you attest that you are transacting in a Supported Digital Asset that conforms to the particular wallet address to which funds are directed. For example: 

• If you select an Ethereum wallet address to receive funds, you attest that you are initiating an Inbound Transfer of Ethereum alone, and not any other Digital Asset such as Bitcoin or Ethereum Classic. 
• If you select a Bitcoin wallet address to receive funds, you attest that you are initiating an Inbound Transfer of Bitcoin alone, and not any other Digital Asset such as Bitcoin Cash or Ethereum.

If you have any questions about which Digital Assets we currently support, please visit https://help.Coinax.com.

1.23. Ending support of a Digital Asset. Coinax Bermuda may in its sole discretion terminate support for any Digital Asset. Coinax Bermuda will to the extent required by applicable law provide you with the minimum period of advance notice required by applicable law or a regulatory authority via email to the email address associated with your Coinax Bermuda account to announce the end of such support. If you do not sell or send such Digital Assets off the Coinax Bermuda Platform during this time, Coinax Bermuda reserves the right to withdraw such Digital Assets from your account and credit your Coinax Bermuda Account with the market value of a Supported Digital Asset or a fiat currency (which denomination will be selected in our reasonable discretion). 

1.24. USDC Wallets. Where available, you may elect to buy USDC from Coinax Bermuda, a Digital Asset issued by Circle Internet Financial (“Circle”) and supported by Coinax Bermuda. You are the owner of the balance of your “USDC Wallet”. Coinax is not the issuer of USDC, does not hold reserves for USDC, and has no obligation to repurchase your USDC for USD. You can redeem your USDC with Circle, and Coinax Bermuda may also elect to repurchase your USDC in exchange for USD. You agree to be bound by the terms of the Circle USDC User Agreement (located here), which provides additional obligations, undertakings, and limitations with respect to USDC.

1.25. Recurring Digital Asset Transactions. If you set up a recurring purchase of a Supported Digital Asset (a “Future Transaction”), you authorise us to initiate recurring electronic payments in accordance with your selected Digital Asset Transaction and any corresponding payment accounts, such as direct debits from, or credits to, your linked bank account. This authorisation will remain in full force and effect until you change your Future Transaction settings or until you provide us with written notice via https://help.Coinax.com. Your Future Transactions will occur in identical, periodic instalments, based on your period selection (e.g., daily, weekly, Monthly), until either you or Coinax cancels the Future Transaction. 

If you select a bank account as your payment method for a Future Transaction, and such transaction falls on a weekend or public holiday in the location in which the relevant bank is located, or after the relevant bank’s business hours, the credit or debit will be executed on the next business day, although the Digital Asset fees at the time of the regularly-scheduled transaction will apply. If your bank is unable to process any payment to Coinax, we will notify you of cancellation of the transaction and may avail ourselves of remedies set forth in this Agreement to recover any amount owed to Coinax. You agree to notify Coinax in writing of any changes in your linked bank account information prior to a Future Transaction.

1.26. Supplemental Protocols Excluded. Unless specifically announced on the Site, or otherwise as set forth in this Agreement, Supported Digital Assets excludes all other protocols and/or functionality which supplement or interact with the Supported Digital Asset. 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 Digital Asset (collectively, “Supplemental Protocols”). Do not use your Coinax Bermuda Account to attempt to receive, request, send, store, or engage in any other type of transaction or functionality involving any such Supplemental Protocols, as the Coinax Bermuda Platform 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. 

You acknowledge and agree that other than as set forth in this Agreement, Supplemental Protocols are excluded from Supported Digital Assets and that Coinax Bermuda has no liability for any losses related to Supplemental Protocols.

1.27. Operation of Digital Asset Protocols. Coinax Bermuda does not own or control the underlying software protocols which govern the operation of Digital Assets. 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 do not guarantee the functionality or security of network operations. You acknowledge and accept the risk that underlying software protocols relating to any Digital Asset you store in your Digital Asset Wallet may change.

1.28. Forks. In particular, the underlying protocols are likely to be subject to sudden changes in operating rules (including “forks”) or may choose to conduct an Asset Transformation at their discretion. Any such operating changes may materially affect the availability, value, functionality, and/or the name of the Digital Asset you store in your Digital Asset Wallet. Coinax Bermuda does not control the timing and features of these 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 Coinax Bermuda in determining whether to continue to transact in the affected Digital Asset using your Coinax Bermuda Account. In the event of any such operational change, Coinax Bermuda reserves the right to take such steps as may be necessary to protect the security and safety of assets held on the Coinax Bermuda Platform, including, without limitation, temporarily suspending operations for the involved Digital Asset(s), and other necessary steps; Coinax Bermuda will use reasonable efforts to provide you notice of its response to any material operating change; however, such changes are outside of Coinax Bermuda’s control and may occur without notice to Coinax Bermuda. Coinax Bermuda may, at its own discretion, choose to support a Coinax Supported Migration of a Supported Digital Asset that has been or will be subject to an Asset Transformation on behalf of customers who, at the relevant time period, hold the Supported Digital Asset. Coinax Bermuda’s response to any material operating change is subject to its sole discretion and includes deciding not to support any new Digital Asset, fork, Asset Transformation, or other actions.

You acknowledge and accept the risks of operating changes to Digital Asset protocols and agree that Coinax Bermuda is not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules. You acknowledge and accept that Coinax Bermuda has sole discretion to determine its response to any operating change and that we have no responsibility to assist you with unsupported Digital Assets, including any Digital Asset subject to an Asset Transformation, or protocols, and that Coinax Bermuda shall not be liable or responsible to you for any loss resulting from any inability to transfer your Digital Assets during a Coinax Supported Migration or otherwise resulting from an Asset Transformation. You further acknowledge and accept that Coinax has no responsibility to support new Digital Asset forks or operating changes for Digital Assets.

1.29. Distribution Events and Air Drops. Coinax Bermuda may determine in its sole discretion its response to a Distribution Event, including whether or not to support any forked asset. “Distribution Event” shall mean an Air Drop, a Derivatives Air Drop or some other issuance of rights, services, interests or positions based on the holding of a Digital Asset or Margin, or other eligible balance in your Coinax Bermuda Account but shall not include any reward generated for on-chain staking from a proof of stake validation protocol. “Air Drop” means a distribution of a new token or tokens resulting from the ownership of a pre-existing token. These tokens are incremental units of the same or a new Digital Asset. “Derivatives Air Drop” means the opening of one or more Derivative Contract positions in your Coinax Bermuda Account by CBBM acting as your authorised agent, on the terms set out in the “Derivatives Air Drops” provision below. The distributions are made as a result of holding a Digital Asset, Margin or other eligible balance, or otherwise satisfying eligibility criteria set by Coinax Bermuda, in each case without any action taken by the holder.

1.30. Fungibility of Certain Digital Assets. You acknowledge and agree that Coinax Bermuda may hold Supported Digital Assets in your Digital Asset Wallets in a variety of different ways, including across multiple blockchain protocols, such as layer two networks, alternative layer one networks, or side chains. In connection with its holding of Supported Digital Assets in your Digital Asset Wallets, Coinax Bermuda may transfer such Digital Assets off of the primary blockchain protocol and hold such Digital Assets on shared blockchain addresses, controlled by Coinax Bermuda, on alternative blockchain protocols in forms compatible with such protocols. You agree that all forms of the same Digital Assets that are held and made available across multiple blockchain protocols may be treated as fungible and the equivalent of each other, without regard to (a) whether any form of such Digital Assets is wrapped or (b) the blockchain protocol on which any form of such Digital Assets is stored.

1.31. Digital Asset Storage & Transmission Delays. Coinax Bermuda securely stores Digital Asset private keys, in a combination of online and offline storage. Our security protocols may delay the initiation or crediting of a Digital Asset Transaction.

1.32. Third party Payments. We have no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or receive from, or sell or transfer to, any third party (including other users of the Digital Asset Services). We are not responsible for ensuring that a third party buyer or a seller you transact with will complete the transaction or is authorised to do so. If you experience a problem with any goods or services purchased from, or sold to, any third party using Digital Assets transferred using the Digital Asset Services, or if you have a dispute with any such third party, you should resolve the dispute directly with that third party.

1.33. Fraud. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify Coinax Bermuda Support at: trust@Coinax.com so that we may consider what action to take, if any.

1.34. Taxes in relation to Digital Asset Transactions. The tax treatment of Digital Asset Transactions is uncertain, and it is your responsibility to determine what taxes, if any, arise from transactions using Coinax Bermuda Services under this Agreement. Users are solely responsible for reporting and paying any applicable taxes arising from transactions using Coinax Bermuda Services, and acknowledge that Coinax Bermuda does not provide investment, legal, or tax advice governing these transactions. You should conduct your own due diligence and consult your own tax advisors before making any decisions with respect to Digital Asset Transactions.

2. Spot Trading from your Derivatives Account / Portfolio

2.1 Overview. Where this functionality is made available to you, you may be able to initiate Derivatives-Account Spot Trades (the purchase or sale of one Supported Digital Asset for another asset or for fiat currency) from within your derivatives account or portfolio. This includes spot trades entered into to acquire, convert or realise assets used (or to be used) as collateral or Margin in connection with your Derivatives Brokerage Services or Settlement Service positions, as well as other spot trades you choose to make from that account or portfolio.

2.2. Who provides the spot service. Although a Derivatives-Account Spot Trade is initiated from within your derivatives account or portfolio, the spot trading service itself is not a derivatives service and is not provided by CBBM as part of the Derivatives Brokerage Services or Settlement Service. Each Derivatives-Account Spot Trade is provided to you by, and entered into with, your Spot Entity. Your Spot Entity is your Linked Coinax Entity acting in its capacity as the provider of spot trading services to you, and your Spot Terms form part of your Linked Account Terms. Where a Coinax Bermuda entity (CBSL or CBBM, as applicable) provides spot trading services to you, that entity is your Spot Entity in respect of those services. Your Spot Entity, the applicable Spot Terms, and the available Supported Digital Assets and trading pairs may vary by jurisdiction and client classification, and may change from time to time, in each case as determined by Coinax Bermuda and notified to, or made available to, you via the Coinax Bermuda Platform.

2.3. Role of Coinax Bermuda. In connection with a Derivatives-Account Spot Trade, CBBM and/or CBSL act only in the capacity described in this Agreement and in any applicable Spot Terms (which may include acting as custodian of the relevant Supported Digital Assets, as operator of the Coinax Bermuda Platform through which the trade is initiated, and/or as a provider of order-routing or technology services). Unless expressly stated in your Spot Terms, no Coinax Bermuda entity acts as your counterparty, broker, dealer or execution venue in respect of a Derivatives-Account Spot Trade, and the execution, settlement, booking and regulatory treatment of that trade are matters for your Spot Entity and the relevant execution venue.

2.4. Order routing and execution. You acknowledge and agree that a Derivatives-Account Spot Trade may be transmitted, routed and executed through the systems and infrastructure of one or more members of the Coinax Bermuda Group and/or third parties (which may include the Operator of the Deribit Exchange acting solely as a technology and connectivity provider, and the spot exchange operated by Coinax, Inc.), and that such routing does not make any such party your counterparty or the provider of the spot service to you, except as expressly set out in the applicable Spot Terms.

2.5. Custody, collateral and Margin. Supported Digital Assets resulting from, or applied to settle, a Derivatives-Account Spot Trade will be credited to or debited from your account or portfolio and held, transferred and (where applicable) applied as collateral or Margin in accordance with this Agreement, including Part A, Section 4 (Authorisation to Transfer Funds), Part A, Section 14 (Security Interest), Part B and the Deribit Rulebook. You authorise Coinax Bermuda to give effect to, and to make the transfers, debits, credits and book entries necessary or appropriate in connection with, each Derivatives-Account Spot Trade (including any conversion of collateral and any movement of assets between your derivatives account or portfolio and any spot account or your Linked Coinax Account, in either direction), without further authorisation, notice to or consent from you.

2.6. Fees. Fees, commissions, spreads and charges in respect of a Derivatives-Account Spot Trade may be charged by your Spot Entity, the Operator of the Deribit Exchange and/or the relevant execution venue and, where applicable, collected by or on behalf of any of them (including by or on behalf of Coinax Bermuda), in each case as set out in the applicable fee schedule published on the Coinax Bermuda Platform or in your Spot Terms. Part A, Section 5 (Fees, Taxes, Set-Off) applies to amounts owed to a Coinax Bermuda entity in connection with a Derivatives-Account Spot Trade.

2.7. Different protection regimes. Your Spot Terms form part of your Linked Account Terms, and the provisions of Part A, Section 4.4 (Different protection regimes) apply to Derivatives-Account Spot Trades and to any assets held with, or services provided by, your Spot Entity accordingly.

2.8. Eligibility and availability. Derivatives-Account Spot Trading is an Additional Service, is subject to the applicable Eligibility Criteria and to your having accepted the applicable Spot Terms, and may be added, varied, suspended, restricted or withdrawn (including in particular jurisdictions or for particular clients) at any time in accordance with this Agreement. Coinax Bermuda may decline to make Derivatives-Account Spot Trading available to you, or may require you to transact spot through a different account, surface or entity, where necessary to comply with applicable law or the requirements of your Spot Entity.

2.9. No liability for Spot Entity. Without prejudice to Part A, Section 8 (Liability) and Part A, Section 3.10 (No assumption of liability), no Coinax Bermuda entity is responsible or liable for any act, omission, default or insolvency of your Spot Entity or any execution venue in respect of a Derivatives-Account Spot Trade, or under your Spot Terms, save in the case of that Coinax Bermuda entity’s own fraud, gross negligence or wilful default in respect of the role it actually performs.

3. Custody Services

3.1 Application; Defined Terms. This Part C, Section 3 sets out the terms on which Coinax Bermuda provides custody services to you in respect of Supported Digital Assets and other assets that you transfer to, or that are credited to, your Coinax Bermuda Account (together, the “Custodied Assets“, and the services described in this Part C, Section 3, the “Custody Services“). The Custody Services are separate from, but may be used in connection with, the Derivatives Brokerage Services, the Settlement Service and the other Digital Asset Services. Where you also use the Derivatives Brokerage Services or the Settlement Service, the additional provisions in Part B, Section 10 (Additional Security Provisions in relation to the Derivatives Brokerage Services), Part B, Section 13 (Settlement Service) and Part A, Section 14 (Security Interest) apply.

3.2. Appointment of Coinax Bermuda as Custodian. You hereby appoint Coinax Bermuda as custodian of the Custodied Assets, and Coinax Bermuda accepts that appointment, on the terms of this Agreement. Coinax Bermuda holds the Custodied Assets on your behalf as custodian and not as principal, save to the extent expressly stated otherwise in this Agreement (including in respect of the Security Interest under Part A, Section 14).

3.3. Account Access; Security. Your access to your Coinax Bermuda Account and your Digital Asset Wallet is subject to the eligibility, registration, authentication and security requirements set out in this Agreement (including Part A, Sections 3 (Account setup) and 13 (Security)). You are responsible for protecting your credentials and for all activity that occurs under your Coinax Bermuda Account.

3.4. Wallet Infrastructure; Use of Affiliates and Service Providers. You acknowledge and agree that Coinax Bermuda does not operate its own wallet infrastructure and instead leverages the wallet infrastructure of other members of the Coinax Bermuda Group (and may use third-party service providers) to operate the on-chain components of the Custody Services in accordance with Part A, Section 1.5 (Use of Affiliates and Third Party Service Providers). Coinax Bermuda remains the legal custodian of the Custodied Assets and is responsible to you for the performance of the Custody Services in accordance with this Agreement.

3.5. Digital Asset Title. All Supported Digital Assets held in your Digital Asset Wallet are assets held by the Coinax Bermuda Group for your benefit as described below. 

(A) Custodied Assets are held by Coinax Bermuda (and, where applicable, members of the Coinax Bermuda Group acting under a custody operations or wallet-infrastructure arrangement) on your behalf. You transfer legal title in the relevant Digital Asset to Coinax Bermuda (or, where applicable, the relevant Coinax Bermuda Group entity holding such Digital Assets on Coinax Bermuda’s behalf), but the beneficial ownership of the Custodied Assets remains with you at all times, except as provided this Agreement (including in respect of the Security Interest under Part A, Section 14 and any allocation of Custodied Assets as Deribit Collateral, Settlement Service Collateral or other Designated Sub-Pool). 

(B) As the beneficial owner of Custodied Assets, you shall bear all risk of loss of such Custodied Assets. No company within the Coinax Bermuda Group shall have any liability for fluctuations in the fiat currency value of the Custodied Assets.

(C) Except as required by a facially valid court order, or except as expressly permitted under this Agreement (including the Security Interest, set-off, fees and Custodied Assets being applied as Margin, Deribit Collateral or Settlement Service Collateral), Coinax Bermuda will not sell, pledge, grant security in, transfer, loan, hypothecate, or otherwise alienate Custodied Assets without your instructions or unless required to do so by applicable law. You hereby instruct Coinax Bermuda to effectuate Coinax Supported Migrations of Supported Digital Assets you may hold, on your behalf, at such time that Coinax Bermuda solely determines it is appropriate to do so.

(D) Subject to outages, downtime, the Security Interest, applicable Margin Requirements, encumbrances over Designated Sub-Pools and other applicable policies, you may at any time withdraw your Custodied Assets by sending them to a different blockchain address controlled by you, in accordance with the terms of this Agreement.

3.6. Segregation; Omnibus Pools. In order to more securely hold Custodied Assets, the Coinax Bermuda Group may use shared (omnibus) blockchain addresses controlled by a member of the Coinax Bermuda Group to hold Custodied Assets. Your Custodied Assets will be:

(A) segregated from Coinax Bermuda’s and the Coinax Bermuda Group’s own Digital Assets and funds by way of separate ledger accounting entries on the books of the Coinax Bermuda Group; and

(B) where applicable, identified on the Coinax Bermuda Group’s books, and at any account maintained on the books of the Operator of the Deribit Exchange (or any other relevant execution venue or third-party custodian) used in connection with the Settlement Service, the Derivatives Brokerage Services or any other Coinax Bermuda Service, as client digital assets (or by such other designation indicating that the assets are held for clients and segregated from proprietary assets) as may be required or permitted by the relevant venue, custodian or their respective regulators from time to time.

Coinax Bermuda is under no obligation to use different blockchain addresses to store Custodied Assets owned by different customers, save as required by applicable law.

3.7. Instructions from you.

(A) Coinax Bermuda will act on instructions properly given by you (or by an Authorised User) through the Coinax Bermuda Platform in respect of your Custodied Assets, including instructions to deposit, withdraw, transfer, designate, allocate or apply Custodied Assets, in each case subject to this Agreement.

(B) Coinax Bermuda may decline, delay or reverse any instruction in accordance with this Agreement (including Part A, Sections 6 (Suspension, Termination, Events of Default), 11 (Security) and 12 (Security Interest), and Part C, Section 1.20 (Refusal to Process)).

(C) You are solely responsible for the accuracy and completeness of any instruction. Coinax Bermuda is entitled to assume the authenticity of any instruction received through your Coinax Bermuda Account and is under no obligation to verify it, but reserves the right to seek confirmation in accordance with Part B, Section 4.6(C) (Your responsibility for Orders submitted via your Account).

3.8. Designation/delegation of Custodied Assets to support trading.

(A) Where you use the Derivatives Brokerage Services or the Settlement Service, you may designate (or be deemed under this Agreement to designate) all or part of your Custodied Assets as Margin and/or as Deribit Collateral or Settlement Service Collateral.

(B) Such designation shall:

(1) be reflected on the books of your Coinax Bermuda Account;

(2) be notified to, and (in the case of the Settlement Service) instructed in respect of, the Operator of the Deribit Exchange in accordance with the operational arrangements between CBBM and the Operator notified to you via the Coinax Bermuda Platform;

(3) result in such Custodied Assets becoming part of the relevant Designated Sub-Pool under Part A, Section 14 (Security Interest); and

(4) restrict your ability to withdraw or otherwise deal with such Custodied Assets to the extent that they are required to satisfy applicable Margin Requirements or other Secured Obligations.

3.9. Settlement of trading-related cash flows. CBBM will, in accordance with Part B, Section 7.6 (Settlement) (in respect of the Derivatives Brokerage Services) and Part B, Section 13 (Settlement Service) (in respect of the Settlement Service), reflect in your Coinax Bermuda Account the daily and event-driven settlement of cash flows between you and the Operator of the Deribit Exchange, by way of book-entry between your account and the Operator settlement account on the Coinax Bermuda Platform. No on-chain movement of Custodied Assets is required to give effect to such settlement.

3.10. Margin Requirements. Margin Requirements applicable to your Derivative Contracts and Direct Exchange Trades are determined by the Operator of the Deribit Exchange in accordance with the Deribit Rulebook and notified to you via the Coinax Bermuda Platform. CBBM is entitled and instructed to apply, lock, release or transfer Custodied Assets to and from your Coinax Bermuda Account to give effect to such Margin Requirements (including any Margin call, top-up, lock or release notified by the Operator of the Deribit Exchange). You remain responsible at all times for ensuring that you maintain sufficient Custodied Assets to meet applicable Margin Requirements.

3.11. Security over Custodied Assets; first-priority security in favour of the Operator of the Deribit Exchange.

(A) The Custodied Assets are subject to the Security Interest granted by you under Part A, Section 14 (Security Interest).

(B) Such Custodied Assets as we (or, in the case of the Settlement Service, the Operator of the Deribit Exchange) notify you (including via the Coinax Bermuda Platform) are allocated as Deribit Collateral or Settlement Service Collateral shall constitute a Designated Sub-Pool, and the Operator of the Deribit Exchange shall have first-priority recourse to such Designated Sub-Pool in respect of the Deribit Secured Obligations and Settlement Service Secured Obligations, ahead of any other Secured Party (including Coinax Bermuda in respect of any other Secured Obligations), in accordance with Part A, Section 14.5 (Designated Sub-Pools and Priority).

(C) CBBM holds the benefit of the Security Interest, and any proceeds of enforcement of such Designated Sub-Pool, on trust for the Operator of the Deribit Exchange as Security Trustee, in accordance with Part B, Section 10 (Additional Security Provisions in relation to the Derivatives Brokerage Services), which shall apply mutatis mutandis to the Settlement Service.

3.12. Withdrawals from Custody. You may at any time request to withdraw Custodied Assets from your Coinax Bermuda Account, subject to:

(A) the Security Interest, applicable Margin Requirements, encumbrances over Designated Sub-Pools and any instructions or restrictions notified to CBBM by the Operator of the Deribit Exchange in connection with the Derivatives Brokerage Services or the Settlement Service;

(B) the operational, security and risk-management policies of Coinax Bermuda and the Coinax Bermuda Group from time to time (including transaction limits, address-book and Travel Rule requirements); and

(C) applicable law and regulation.

3.13. Coinax Bermuda may decline, delay, partially execute or impose conditions on any withdrawal request to the extent necessary to comply with this Part C, Section 3 or with any other provision of this Agreement.

3.14. Records; statements. Coinax Bermuda will maintain books and records in respect of the Custodied Assets in accordance with applicable law and its internal policies, and will make available to you, via the Coinax Bermuda Platform, balance and transaction information in relation to your Custodied Assets.

3.15. Loss of access to Custodied Assets. Coinax Bermuda is under no obligation to issue any replacement Digital Asset in the event that any Digital Asset, password or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible, save where the loss results directly from Coinax Bermuda’s gross negligence, wilful default or fraud.

3.16. Your indemnity to Coinax Bermuda in respect of the Custody Services. Without prejudice to Part A, Section 8.2 (Indemnification), you agree to indemnify Coinax Bermuda and the Coinax Bermuda Group against any costs (including legal fees and any fines, fees or penalties imposed by any regulatory authority) reasonably incurred in connection with any claims, demands or damages arising out of or related to (i) your breach of this Part C, Section 3 or any other custody-related provision of this Agreement; (ii) any inaccurate, incomplete or unauthorised instruction in respect of the Custodied Assets given by you or under your Coinax Bermuda Account; or (iii) any tax, regulatory or other claim by a third party in respect of the Custodied Assets that is not directly attributable to Coinax Bermuda’s gross negligence, wilful default or fraud.

3.17. Bankruptcy remoteness; treatment of Custodied Assets on Coinax Bermuda’s insolvency.

(A) Beneficial ownership; off-balance-sheet treatment. Coinax Bermuda holds the Custodied Assets on your behalf as custodian and not as principal (save to the extent expressly stated otherwise in this Agreement, including in respect of the Security Interest under Part A, Section 14). Beneficial ownership of the Custodied Assets remains with you at all times. The Custodied Assets are intended to be held off Coinax Bermuda’s balance sheet, segregated from Coinax Bermuda’s own assets, and:

(1) shall not be commingled with Coinax Bermuda’s own Digital Assets, fiat currency or other property, save (i) to the extent expressly permitted under this Agreement (including by way of holding in omnibus or shared blockchain addresses under Part C, Section 3.6) or (ii) as required by applicable law; and

(2) shall not be used by Coinax Bermuda for its own account, including for proprietary trading, lending, rehypothecation, hedging or financing, save in each case as expressly permitted under this Agreement (including in respect of the Security Interest and any application of Custodied Assets as Margin, Deribit Collateral, Settlement Service Collateral or part of any Designated Sub-Pool) or as required by applicable law.

(B) Insolvency of Coinax Bermuda. It is intended that, in the event of the insolvency, bankruptcy, administration, receivership, liquidation, dissolution or analogous proceeding affecting Coinax Bermuda (an “Insolvency Event“):

(1) the Custodied Assets shall not form part of the general estate of Coinax Bermuda available for distribution to its general creditors;

(2) the Custodied Assets shall be held for the benefit of, and shall be returnable to, the clients beneficially entitled to them (subject to the Security Interest, applicable Margin Requirements, encumbrances over Designated Sub-Pools, and any other rights of any Secured Party (including the Operator of the Deribit Exchange) under or in connection with this Agreement); and

(3) the records maintained by Coinax Bermuda and the Coinax Bermuda Group under Part C, Section 3.6 (Segregation; Omnibus Pools) and Part C, Section 3.14 (Records; statements) are intended to evidence each client’s beneficial entitlement to the Custodied Assets for the purposes of any Insolvency Event.

(C) Residual insolvency risks. Notwithstanding paragraph (B), you acknowledge and agree that:

(1) the precise treatment of the Custodied Assets in any Insolvency Event will ultimately be determined by the applicable insolvency, bankruptcy, property, trust and other laws (including Bermuda law and any other applicable law) and by any court, regulator, liquidator, administrator, receiver or other officer having jurisdiction at the relevant time;

(2) such laws and determinations may differ from, override or qualify the position described in paragraph (B), including in relation to the characterisation, segregation, recovery, priority, allocation, valuation, conversion or distribution of the Custodied Assets;

(3) there is no guarantee that you will recover all (or any) of the Custodied Assets beneficially owned by you, or that you will recover them in the same Supported Digital Asset, fiat currency, denomination, form, location or timeframe;

(4) recovery may be delayed, restricted, partial or in a different form (including a money or in-kind claim against the estate of Coinax Bermuda) as a result of legal, regulatory, operational, technological or other factors, including (without limitation) any shortfall in an omnibus or shared blockchain address, any failure or insolvency of a sub-custodian, wallet-infrastructure provider, blockchain network or other third party, and any enforcement of the Security Interest or any Designated Sub-Pool; and

(5) Coinax Bermuda makes no representation, warranty or guarantee as to the outcome of any Insolvency Event in respect of the Custodied Assets, and the protections in this Section 2.17 are statements of intent and shall not give rise to any additional payment, restitution or compensation obligation on the part of Coinax Bermuda beyond those expressly set out in this Agreement.

(D) No effect on Security Interest. Nothing in this Section 2.17 shall limit, qualify or otherwise affect:

(1) the Security Interest granted by you under Part A, Section 14 (Security Interest), or any Product Security Terms or Designated Sub-Pool established thereunder;

(2) the first-priority recourse of the Operator of the Deribit Exchange to any Designated Sub-Pool comprising Deribit Collateral or Settlement Service Collateral, in accordance with Part A, Section 14.5 (Designated Sub-Pools and Priority), Part B, Section 10 (Additional Security Provisions in relation to the Derivatives Brokerage Services) and Part B, Section 13 (Settlement Service); or

(3) any set-off, lien, combination of accounts, netting or other right available to Coinax Bermuda, any Coinax Bermuda Group entity or any Secured Party under this Agreement or applicable law.

4. Advanced Trading

4.1 General. Coinax Bermuda offers, and eligible users may access an order book for Supported Digital Assets and central bank issued currency trading pairs (each an “Order Book”) (and, where applicable, the Derivatives Brokerage Services described in Part B, via the Coinax Bermuda Platform (the “Advanced Trading” interface). The provisions of this Part C, Section ‎4 (Advanced Trading) apply to your use of Advanced Trading in addition to the other applicable provisions of this Agreement, including without limitation the releases, indemnities, disclaimers, limitations of liability, prohibited use, dispute resolution, and cancellation policies set forth in this Agreement. Eligibility for Advanced Trading will be determined by Coinax Bermuda in its sole discretion and may depend on your client classification, account type, jurisdiction, or other criteria. Please refer to your Coinax Bermuda Account to determine whether Advanced Trading is available to you.

4.2. Order Books. Advanced Trading offers an Order Book for various Supported Digital Assets and central bank issued currency trading pairs. Where you access the Derivatives Brokerage Services via Advanced Trading, the products, features, and order types available to you may differ and will be as set out on the Deribit Exchange Website and, where applicable, the Deribit Rulebook (subject to Part B, Section 4.2 (Execution of Orders on the Deribit Exchange)). Please refer to your Coinax Bermuda Account and the Advanced Trading interface to determine which Order Books and products are available to you.

4.3. Trading Account. Your use of Advanced Trading is supported through your Coinax Bermuda Account and consists of the following:

(A) a dedicated Digital Asset Wallet for each Supported Digital Asset offered via Advanced Trading; and

(B) associated user tools, accessible from the Coinax Bermuda Platform (including, where available, at https://www.Coinax.com/advanced-trade) and through the Coinax Bermuda API.

4.4. Trading Account Use. Where you are an entity, you shall ensure that each Authorised User complies with the terms of this Part C, Section 4, the applicable Trading Rules and the Deribit Rulebook (as applicable) You understand and agree that you are responsible for any and all orders, trades, and other instructions entered into via Advanced Trading including identifiers, permissions, passwords, and security codes associated with your Coinax Bermuda Account.

4.5. Deposits. You may fund trading on Advanced Trading by depositing Supported Digital Assets into your Coinax Bermuda Account from a linked bank account, from another Coinax Bermuda Account product, or from an external Digital Asset address, in each case where such funding methods are supported. The Supported Digital Asset deposited for use with Advanced Trading can be used only to buy and sell Supported Digital Assets (or applicable fiat pairs) using Advanced Trading.

4.6. Withdrawals. You may withdraw Supported Digital Assets by transferring them from your Coinax Bermuda Account to an external Digital Asset address. Where supported, you may withdraw central bank issued currency from your Coinax Bermuda Account to a linked bank account.

4.7. ALL DEPOSITS AND WITHDRAWALS MAY BE SUBJECT TO LIMITS. ALL LIMITS WILL BE DISPLAYED IN YOUR Coinax BERMUDA ACCOUNT.

4.8. Withdrawal Fees. Coinax Bermuda may also charge a fee on certain central bank issued currency deposit or withdrawal methods (e.g. bank wire). All such fees will be clearly displayed in your Coinax Bermuda Account and/or in the applicable help or fee pages.

4.9. Trading Rules and Trading Fees.

(A) Trading Rules. By accessing Advanced Trading via the Site or the Coinax Bermuda API (where eligible), you accept and agree to be bound by the Coinax Markets Trading Rules set out at https://www.Coinax.com/legal/trading_rules (the “Trading Rules”). Where you access the Derivatives Brokerage Services via Advanced Trading, the Deribit Rulebook shall also apply.

(B) Trading Fees. By placing an Order using Advanced Trading, you agree to pay all applicable fees and you authorise Coinax Bermuda to automatically deduct fees directly from your Coinax Bermuda Account. Trading fees are set forth in the Trading Rules and in the fee schedules referenced in the Trading Rules (including, where applicable, https://www.Coinax.com/advanced-fees and https://exchange.Coinax.com/fees). 

(C) Trading Account Use. By using Advanced Trading you agree and represent that you will use Advanced Trading only for yourself as the account owner, or, where Part A, Section ‎1.3 (Corporate Clients) applies, as an Authorised User on behalf of the entity that has entered into this Agreement, and not on behalf of any third party, unless you have obtained prior approval from Coinax Bermuda. You may not sell, lease, furnish or otherwise permit or provide access to your trading access credentials or any trading account functionality to any other entity or to any individual that is not your employee or agent. Where you are an entity, you accept full responsibility for your employees’ or agents’ use of Advanced Trading, whether such use is directly through Coinax.com or by other means, such as those facilitated through API keys, and/or applications which you may authorise. You understand and agree that you are responsible for any and all orders, trades, and other instructions entered into Advanced Trading including identifiers, permissions, passwords, and security codes associated with your Coinax Bermuda Account.

(D) Suspension and Cancellation. We may suspend your ability to access Advanced Trading or one or more Order Books in accordance with the suspension and termination provisions set out in this Agreement. Suspension or termination of your access to Advanced Trading shall not affect the payment of fees or other amounts you owe to Coinax Bermuda, or the Operator of the Deribit Exchange (as applicable). In the event that your Coinax Bermuda Account is suspended or terminated, we will immediately cancel all open orders associated with your Coinax Bermuda Account, block all withdrawals and bar the placing of further orders until resolution or account cancellation.

(E) No Warranty. We do not represent that Advanced Trading and/or its constituent trading interfaces, APIs, and related services, will be available without interruption. Although we will strive to provide you with continuous operations, we do not guarantee continuous access or that there will be no delays, failures, errors, omissions or loss of transmitted information, nor do we guarantee that any order will be executed, accepted, recorded, or remain open. Coinax Bermuda reserves the right to cancel any open trades and/or suspend Advanced Trading activity in accordance with the Trading Rules, Deribit Rulebook and this Agreement.

(F) Debts. In the event that there are outstanding amounts owed to us or the Operator of the Deribit Exchange, including in your (standard) Coinax Bermuda Account, Coinax Bermuda reserves the right to debit any balances held for use with Advanced Trading accordingly and/or to withhold amounts from funds you may transfer between different parts of your Coinax Bermuda Account.

Part D: Country Specific Terms

Annex 1 – Luxembourg Security

This annex (the “Annex”) is entered into between you (the “Pledgor”) and CBBM acting both in its own name and as security agent for the accounts of the Secured Parties, as pledgee (the “Pledgee”) as an annex to the Coinax User Agreement entered into between you, CBBM and CBSL, and takes effect from the date you agreed to that Agreement. It applies to you if you use the Derivatives Brokerage Services and custody your assets with Coinax Luxembourg S.A. 

This Annex therefore will generally apply to any and all users of the Derivatives Brokerage Services that reside in the European Economic Area.

BACKGROUND:

(A) The Pledgor is a user of the Derivatives Brokerage Services and has agreed to the terms of the Coinax User Agreement entered into by and between, amongst others, the Pledgor and CBBM (the “Agreement”) to which this Annex is attached. 

(B) In entering into Derivatives Contracts, CBBM acts as the Pledgor’s broker on the Deribit Exchange as described in Part A and Part B of the Agreement.

(C) The Pledgor also has a separate custodial relationship with the Custodian, through which the Custodian provides custody and administration services to the Pledgor to hold the Pledgor’s Digital Assets in custody. 

(D) By having a custodial relationship with the Custodian, the Pledgor agrees that the terms of this Annex shall apply to it in respect of the creation, perfection and enforcement of security over the Derivatives Account and the Pledged Assets and, solely to that extent, shall take precedence over the provisions of Section 10, Part B of the Agreement. 

(E) Accordingly, by entering into the Agreement, the Pledgor agrees to the terms of this Annex and hereby grants a Luxembourg law governed first ranking pledge (gage de premier rang) over the Pledged Assets in favour of CBBM both in its name and for the accounts for the Secured Parties, in respect of the Deribit Secured Obligations.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATIONS

1.1 Definitions. In this Annex, unless a contrary indication appears, terms used in the Agreement and the Custody Agreement have the same meaning and construction and:

“Derivatives Account” means the Coinax derivatives trading account with CBBM opened in the name of the Pledgor and used to send, receive and record Digital Assets held as your collateral balance for the purposes of entering into derivatives transactions facilitated by CBBM. 

“Custodian” means Coinax Luxembourg S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 58 Boulevard Grande-Duchesse Charlotte, L-1330 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés, Luxembourg) under the number B 292147. The Custodian is authorised as a crypto-asset service provider by the Luxembourg Commission de Surveillance du Secteur Financier, license number N00000004. 

“Custody Agreement” means the Coinax User Agreement entered into by and between the Custodian and the Pledgor, under which the Custodian provides to the Pledgor the Derivatives Account.

“Enforcement Event” means (i) the occurrence of an Event of Default; and/or (ii) the Pledgee’s receipt of notice from the Deribit Exchange by any means, including via automated electronic systems, that an event of default, termination event or similar event has occurred and is continuing under any agreement or arrangement between the Pledgor and the Deribit Exchange in connection with Derivative Contracts executed or cleared via the Derivatives Brokerage Services.

“Law on Financial Collateral Arrangements” means the Luxembourg law of 5 August 2005 on financial collateral arrangements, as amended.

“Pledge” means the first ranking pledge granted by the Pledgor to the Pledgee in the Pledged Assets and created pursuant to Clause ‎3.1 (Creation of the Pledge) below.

“Pledged Assets” means all the present and future assets, rights, claims and distributions the Pledgor has or will have in relation to the Derivatives Account and any Crypto Asset Wallet in which Digital Assets recorded in the Derivatives Account are held by the Custodian, including, for the avoidance of doubt, Digital Assets, securities, cash and other rights and the property held therein or credited thereto and the proceeds and products thereof and property received, receivable or otherwise distributed in respect of the Derivatives Account and the property held therein and any assets from time to time subject, or expressed to be subject, to the Pledge created or expressed to be created by or pursuant to this Annex or any part of those assets. 

“Secured Parties” means CBBM and Deribit FZE.

“Winding-Up” means winding up, amalgamation, reconstruction, administration, provisional administration, insolvency, bankruptcy, dissolution, liquidation, moratorium, merger, demerger or consolidation or any analogous procedure or step in any jurisdiction.

2. PLEDGED ASSETS ARRANGEMENTS

2.1 The Pledgor agrees that, notwithstanding the terms of Part B of the Agreement, the Pledgor’s collateral to support Deribit Secured Obligations shall be those assets held within the Derivatives Account provided to the Pledgor by the Custodian. 

2.2 In relation to that Crypto Asset Custody Service, in the event of any dispute or other issue relating to the custody of the Pledged Assets, the Pledgor agrees that such disputes or issues shall be governed by the provisions of the Custody Agreement and this Annex and not, for the avoidance of doubt, the Agreement. CBBM shall have no responsibility or obligation with respect to custody of the Pledged Assets; the Pledgor agrees that the Custodian shall be fully responsible for the same, under the Custody Agreement

The Pledgor acknowledges that the creation of the Pledge requires the prior written approval of the Custodian pursuant to Section 14.16 of the Custody Agreement. The Pledgee confirms that it has obtained such approval from the Custodian. By entering into this Annex, the Pledgor is entitled to rely on the confirmation in the present clause and the creation of the Pledge shall not constitute a breach by the Pledgor of Section 14.16 of the Custody Agreement.

3. PLEDGE

3.1 Creation of the Pledge

(A) As security for the full payment of the Deribit Secured Obligations, when due, the Pledgor hereby pledges to the Pledgee acting in its name and for the accounts of the Secured Parties, all the Pledged Assets and hereby grants to the Pledgee a first ranking pledge (gage de premier rang) over the Pledged Assets.

(B) The Pledgee accepts and acknowledges the Pledge.

3.2 Perfection of the Pledge

(A) For the perfection of the Pledge, for the purposes of Article 5 of the Law on Financial Collateral Arrangements, the Pledgor or the Pledgee shall, on the date of execution of this Agreement, send to the Custodian a notice of pledge pursuant to which (i) it notifies the Pledge to the Custodian and (ii) it instructs the Custodian to act on the Pledgee’s instructions in relation to the Pledged Assets upon the occurrence of an Enforcement Event (the “Notice of Pledge”). 

(B) The Pledgor hereby appoints the Pledgee to be its attorney with the full power and authority of the Pledgor to execute the Notice of Pledge and deliver the Notice of Pledge to the Custodian. 

(C) The Pledgor and the Pledgee shall procure that the Custodian returns to the Pledgor and the Pledgee, within 1 (one) Business Day from the date of the execution of this Agreement, an acceptance and acknowledgement to the Notice of Pledge, in a form acceptable to the Pledgee, pursuant to which (i) it accepts and acknowledges the Pledge, (ii) it undertakes, upon the occurrence of an Enforcement Event, to comply with the instructions of the Pledgee in respect of the Pledged Assets and no longer comply with the instructions of the Pledgor and (iii) it waives, for the benefit of the Pledgee, any present and future security interest in its favour over the Pledged Assets, and any present and future right of set-off, right of combination of accounts or right of retention against the Pledgor and warrants that it has not previously received any notice of, or acknowledged or accepted, any security interest in respect of the Pledged Assets. 

(D) The Pledgor undertakes to protect the Pledge, at its own costs and expenses, by the fulfilment of any further or additional requirement under any applicable law (if any).

3.3 Liability of the Pledgee

The Pledgee shall not, by virtue of acting in the capacity described in this clause 3.3, assume any additional obligation or liability to the Pledgor in respect of the Deribit Secured Obligations beyond those expressly set out in this Annex and the Agreement.

4. RESTRICTIONS AND FURTHER ASSURANCES

4.1 Security

The Pledgor shall not create or permit to subsist any other security over the Pledged Assets, except as permitted by the Agreement or with the Pledgee’s prior written consent.

4.2. Disposal

Except as expressly allowed under the Agreement or with the Pledgee’s prior written consent, the Pledgor must not, nor shall the Pledgor agree to, enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of the Pledged Assets.

4.3. Further assurance

(A) The Pledgor must promptly, at its own expense, take whatever action the Pledgee may reasonably require for:

(1) creating, perfecting or protecting any security over the Pledged Assets; or

(2) following an Enforcement Event, facilitating the realisation of the Pledged Assets, or the exercise of any right, power or discretion exercisable, by the Pledgee or any of its delegates or sub-delegates in respect of the Pledged Assets.

(B) The action that may be required under paragraph ‎(A) above includes:

(1) the execution of any mortgage, charge, transfer, conveyance, assignment or assurance of any asset, whether to the Pledgee or to its nominees; or

(2) the giving of any notice, order or direction and the making of any filing or registration,

which, in any such case, the Pledgee may consider necessary.

5. OPERATION OF THE DERIVATIVES ACCOUNT

5.1 Until the occurrence of an Enforcement Event, subject to any restrictions contained in the Agreement or placed on the Derivatives Account by the Custodian at the direction of the Pledgee to support any open Derivative Contract(s), the Pledgor shall be authorised to operate the Derivatives Account and exercise or direct the exercise of all its rights in relation thereto in a manner which would not adversely affect the legality, validity, enforceability or the value of the Pledge, the rights or interests of the Pledgee or cause an Enforcement Event to occur.

5.2 At any time upon and after the occurrence of an Enforcement Event, the Pledgee may notify the Pledgor and the Custodian of the occurrence of an Enforcement Event by serving a blocking request in order to block the Derivatives Account. Following the delivery of such blocking request, only the Pledgee or a third party appointed by it shall have all powers to give instructions to the Custodian in relation to the Derivatives Account.

6. REPRESENTATIONS AND WARRANTIES

6.1 Governing law and enforcement

The Pledgor agrees that:

(A) the choice of the governing law of this Annex will be recognised and enforced in the Grand-Duchy of Luxembourg; and

(B) any judgment obtained in relation to this Annex in the jurisdiction of the governing law of this Annex will be recognised and enforced in the Grand-Duchy of Luxembourg.

6.2 Pari passu ranking

The Pledgor’s payment obligations in respect of the Deribit Secured Obligations under this Annex rank and will rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

6.3 No proceedings

(A) No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, are reasonably likely to have a material adverse effect have (to the best of its knowledge and belief (having made due and careful enquiry)) been started or threatened in writing against it.

(B) No judgment or order of a court, arbitral body or agency which is reasonably likely to have a material adverse effect has (to the best of its knowledge and belief (having made due and careful enquiry)) been made against it.

6.4 Ownership 

The Pledgor is, and will remain, the sole and absolute owner of the Pledged Assets, and it has neither transferred, nor assigned, disposed of or sold or created any encumbrance or security interest over the Pledged Assets (or any part of them) except for the Pledge created by this Annex and any other security interest permitted by the Agreement.

6.5 The Pledged Assets

(A) There is no restriction on the transfer of the Pledged Assets by the Pledgor.

(B) There is no restriction on the creation of the Pledge or the enforcement thereof.

6.6 Valid Pledge

(A) The Pledge after the perfection thereof pursuant to Clause ‎3.2 (Perfection of the Pledge) creates a valid first ranking pledge (gage de premier rang) over the Pledged Assets in favour of the Pledgee in respect of the Deribit Secured Obligations. 

(B) Save for any statutory liens mandatorily preferred by law and any other security interest permitted by the Agreement, the Pledged Assets are not subject to any prior encumbrance and to no prior agreement purporting to grant any third party an encumbrance over the Pledged Assets.

7. COVENANTS

7.1 The Pledgor covenants to the Pledgee that any future Derivatives Account held with the Custodian will be subject to the Pledge and the notification requirements set out in Clause 3.2 (Perfection of the Pledge) or will otherwise be subject to a pledge on the same terms and rank as set out in this Annex.

7.2 The Pledgor agrees that it shall not do, or permit to be done, anything which could prejudice the security constituted or expressed to be constituted by this Annex or adversely affect the Pledged Assets without the prior written consent of the Pledgee.

8. ENFORCEMENT

8.1 Realisation of the Pledged Assets

Upon the occurrence of an Enforcement Event, the Pledgee, without any demand, advertisement or notice of any kind, may realise the Pledged Assets or any part thereof, in accordance with applicable provisions of Luxembourg law, with the right for the Pledgee:

(A) to appropriate any of the Pledged Assets (by way of instruction to the Custodian to transfer the Pledged Assets to the Pledgee) at the fair market value thereof determined by an independent auditor (réviseur d’entreprises agréé) acting in good faith and appointed by the Pledgee whose determinations and valuations shall be binding (save in case of manifest error). For the avoidance of doubt, the valuation can be made before or after the date of appropriation in which case the fair market value of the Pledged Assets will be valued as at the date of the appropriation. The Pledgee may elect, in its sole discretion, to appoint or nominate another person to which the right to appropriate the Pledged Assets shall be transferred in lieu of the Pledgee, it being understood that such appointment or nomination shall not affect the Pledgee’s rights and obligations against the Pledgor;

(B) to sell or cause the sale of any Pledged Assets: (i) by private agreement at normal commercial conditions; (ii) on a trading venue on which they are admitted to trading; or (iii) by public auction held by a public officer designated by the Pledgee; 

(C) in respect of any Pledged Assets consisting of claims for sums of money, to require the Custodian to make payment of the amount due by the Custodian directly to it, upon maturity of the Custodian’s debt and to require the Custodian to close the Derivatives Account;

(D) to apply to court to be granted the right to appropriate the Pledged Assets at a price to be determined by a court-appointed expert; and

(E) To take advantage of any other realisation or enforcement method permissible under applicable law.

8.2 Notification to the Custodian of an Enforcement Event

At any time when an Enforcement Event occurs, the Pledgee may (without any obligation) notify the Custodian that the Pledgor may no longer dispose of the Pledged Assets and the Derivatives Account.

8.3 Limitation on realisation

The Pledgee shall realise the Pledged Assets only to the extent necessary to recover the Deribit Secured Obligations that are due and owing. Notwithstanding the reasonable efforts of the Pledgee to comply with the provisions of the first sentence of this paragraph, to the extent that the proceeds received by the Pledgee in respect of any realisation of all or any part of the Pledged Assets exceed the amount of the Deribit Secured Obligations due and owing at that time, such excess proceeds shall be held by the Pledgee as collateral for the Deribit Secured Obligations that would become due in the future, if any. Once all Deribit Secured Obligations have been irrevocably and unconditionally paid in full and the Derivative Contracts which may give rise to the Deribit Secured Obligations have terminated, any excess proceeds will be promptly returned to the Pledgor.

9. ORDER OF DISTRIBUTIONS

All amounts from time to time received or recovered by the Pledgee pursuant to the terms of this Annex or in connection with the realisation or enforcement of all or part of the Pledged Assets, including where the Deribit Secured Obligations are not due at the time such amount is received or recovered, will be held by the Pledgee and applied in the following order (but without prejudice to any mandatory provisions of applicable law):

(A) firstly, in or towards payment and discharge of the Deribit Secured Obligations;

(B) secondly, in or towards payment of all costs, charges and expenses properly incurred by or on behalf of the Pledgee in connection with the preservation, enforcement or realisation of the Pledge and the Pledged Assets; and

(C) thirdly, any surplus will be promptly returned to the Pledgor once all Deribit Secured Obligations have been irrevocably and unconditionally paid and discharged in full. 

10. LIABILITY OF THE PLEDGEE

The Pledgee shall not be liable to the Pledgor or any other person for any costs, losses, liabilities or reasonable expenses relating to the realisation of the Pledged Assets in accordance with this Annex or from any act of the Pledgee or its officers, employees or agents in relation to the Pledged Assets in accordance with this Annex, except to the extent caused by its or his own gross negligence (faute lourde) or wilful misconduct (faute intentionnelle).

11. POWER OF ATTORNEY

11.1 Appointment

The Pledgor appoints the Pledgee and any of its respective delegates or sub-delegates to be its attorney with the full power and authority of the Pledgor to execute, deliver and perfect all deeds, instruments and other documents in its name and otherwise on its behalf and to do or cause to be done all acts and things, in each case which may be required or which any attorney may in its absolute discretion deem necessary for carrying out any obligation of the Pledgor under or pursuant to this Annex or the Agreement or generally for enabling the Pledgee to exercise the respective powers conferred on it under this Annex or the Agreement or by law.

Such appointment will only take effect upon the occurrence of an Enforcement Event.

The Pledgor acknowledges that this power of attorney is granted in the common interest of the parties hereto in order to allow for a proper administration and realisation of the Pledged Assets and that it thus constitutes a mandat d’intérêt commun.

For the avoidance of doubt, the Pledgor and the Pledgee hereby agree that the powers of attorney granted under this Clause ‎11 (Power of Attorney) shall survive in case of any Winding-Up in relation to the Pledgor, to the furthest extent permitted by applicable law.

11.2 Ratification

The Pledgor ratifies and confirms and agrees to ratify and confirm whatever any attorney does or purports to do under its appointment under Clause 11.1 (Appointment), provided that any such action is solely for the purposes expressly set out in Clause ‎11.1 (Appointment), except in case of gross negligence (faute lourde) or wilful misconduct (faute intentionnelle) on the part of such attorney.

12. EFFECTIVENESS OF THE PLEDGE

12.1 Continuing Security

Subject to Clause 13 (Discharge of Pledge), the Pledge is a continuing security and will extend to the ultimate balance of the Deribit Secured Obligations, regardless of any intermediate payment or discharge in whole or in part. No change, novation or amendment whatsoever in and to the liabilities and to any document related to the Deribit Secured Obligations shall affect the validity and the scope of this Annex.

12.2. Reinstatement

If any payment by the Pledgor or any discharge given by the Pledgee is avoided or reduced as a result of insolvency or any similar event:

(A) the liability of the Pledgor and the Pledge shall continue as if the payment, discharge, avoidance or reduction had not occurred; and 

(B) the Pledgee shall be entitled to recover the value or amount of that security or payment from the Pledgor, as if the payment, discharge, avoidance or reduction had not occurred.

12.3. Waiver of defences

Neither the obligations of the Pledgor under this Annex nor the Pledge will be affected by an act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its Deribit Secured Obligations under the Agreement, this Annex or the Pledge (without limitation and whether or not known to it or either of the Pledgee or the Custodian), including:

(A) any time, waiver or consent granted to, or composition with, any person;

(B) the release of any person;

(C) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce any rights against, or security over assets of, any person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(D) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;

(E) any amendment (however fundamental), novation or replacement of the Agreement or any other document or security; or

(F) any insolvency or similar proceedings affecting any person.

12.4. Immediate recourse

The Pledgor waives any right it may have of first requiring the Pledgee to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Pledgor under this Annex. This waiver applies irrespective of any law or any provision of the Agreement to the contrary.

12.5. Appropriations

Until all the Deribit Secured Obligations have been irrevocably paid in full and all Deribit Secured Obligations which might give rise to Deribit Secured Obligations have irrevocably and unconditionally terminated, the Pledgee may refrain from applying or enforcing any other moneys, security or rights held or received by the Pledgee in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Pledgor shall not be entitled to the benefit of the same. 

12.6. Waiver of Pledgor’s rights

The Pledgor hereby waives any rights (if any) arising under Articles 2037 and 2038 of the Luxembourg Civil Code or any right it may have of first requiring the Pledgee to proceed against or claim payment from, or to divide any action between and against, any other persons or enforce any guarantee or security before enforcing the Pledge.

The Pledgor hereby irrevocably waives any right of recourse that it may have, whether by way of subrogation or directly or of any other nature, against any member of the group of companies to which the Pledgor may belong, as a result of an enforcement of the Pledge by any means whatsoever. For the avoidance of doubt this waiver is final and will subsist after all Deribit Secured Obligations have been unconditionally and irrevocably paid and discharged in full.

12.7. Additional Security

The Pledge is in addition to, and independent of, any other security or guarantee the Pledgee may now or hereafter hold in respect of the Deribit Secured Obligations. None of such security interests or guarantees shall prejudice, or shall be prejudiced by, or be merged or commingled in any way with, the Pledge.

13. DISCHARGE OF PLEDGE

13.1 Final redemption

Subject to Clause 13.2 (Retention of Security), if the Pledgee is satisfied that all the Deribit Secured Obligations have been unconditionally and irrevocably paid and discharged in full, the Pledgee must, as soon as reasonably practicable, at the request and cost of the Pledgor release and discharge (as appropriate) the Pledged Assets from the Pledge, including for the avoidance of doubt any excess proceeds pledged in accordance with Clause 8.3 (Limitation on realisation). For the avoidance of doubt, the Pledgor and the Pledgee agree that upon full and irrevocable discharge of all the Deribit Secured Obligations, the Pledge, due to its accessory nature, will cease to exist by operation of Luxembourg law.

13.2 Retention of Security

If, prior to the release of the Pledge created under this Annex, the Pledgee considers that any amount paid or credited to the Pledgee under this Annex or the Agreement is capable of being avoided or otherwise set aside on the Winding-Up of the Pledgor or any other person, or otherwise, then that amount shall not be considered to have been paid for the purposes of determining whether all the Deribit Secured Obligations have been irrevocably paid.