BitGo Europe GmbH Agreements

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Crypto Custody Service Agreement

This master services agreement (this “Agreement”) sets forth the terms and conditions that govern your use of services by BitGo Europe GmbH, a limited liability company incorporated under German law and registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt am Main under HRB 125175 ("Custodian"). As used herein, “you” and “your” refers to the individual or entity agreeing to the terms of this Agreement either in writing or via electronic acceptance. Please read through this Agreement carefully before registering an account and accessing or using the Services (as defined below).

Definitions

"Affiliate" means any affiliated company as defined in section 15 of the German Stock Corporation Act (Aktiengesetz), such as, in particular, controlling companies and group companies.
"Agreement" means this Crypto Custody Service Agreement.
"AML" means anti-money laundering.
"BitGo", or "BitGo Entities" means Custodian and its Affiliates.
"CFT" means countering the financing of terrorism.
"Custodial Coins" means Supported Coins held by Custodian in the Custodial Wallet.
"Custodian’s Services" means those services provided for Customer under this Agreement. Custodian may obtain services from its Affiliates BitGo, Inc., 2443 Ash Street, Palo Alto, California 94306, USA, and BitGo Trust Company, Inc., 6216 Pinnacle Place, Suite #101, Sioux Falls, South Dakota 57108, USA.
"Custodial Wallet" means a Wallet where Custodian is responsible for controlling all of the Keys.
"Custodial Wallet Withdrawal Timeframe" means forty-eight (48) German business-day hours after Custodian’s receipt of Customer’s valid withdrawal request from the Custodial Wallet. Customer agrees it will make Representatives available to perform all required due diligence and identification requests, including video identification, within the first twenty-four (24) German business-day hours of the withdrawal request. Custodian reserves the right to take additional time beyond the 24 hour period if such time is required to verify security processes for large or suspicious transactions. Any such processes will be executed reasonably and in accordance with Custodian documented protocols, which may change from time to time at the sole discretion of Custodian.
"End Customer" means customers of Customer who are being provided any kind of services via a platform or any other business operated by Customer.
"Fee Schedule" means the Fee Schedule attached as Exhibit A, including any amendments.
“GDPR” means regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
"Instruction" means an instruction (including a standing instruction) received by Custodian through an agreed Security Procedure.
"Key" means an alphanumeric value (private key) that is created as part of asymmetric cryptography and paired with a public key to set off an algorithm to encrypt or decrypt a message from an encrypted to a readable format (and vice versa) in order to initiate changes in value represented in public keys in a digital currency network.
“MiCAR” means Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets.
"Personal Data" has the meaning set forth in the GDPR.
"Representative" means a statutory representative, an officer or an employee of Customer or of one of its Affiliates or any other natural or legal person acting under a valid power of representation who has been designated by Customer to be authorised to access the Wallet and to give Instructions. Such persons will be deemed to be Representatives of Customer until such time as Custodian receives duly served notice from Customer that any such person is no longer an Representative.
"Supported Coins" are those digital currencies which are supported by Custodian, a list of which shall be maintained at https://www.bitgo.de/entities/BitGoEuropeGmbH/ or a successor site (the “Supported Coins Schedule”).
"Wallet" means a set of Keys which can be used to transmit digital currencies on a digital currency network, where Custodian has possession of at least one Key, and which is established on behalf of Customer by Custodian.

Custodian’s Services

Wallet. Customer shall use Custodian’s Services to request the establishment of, and Custodian shall establish and maintain, a Custodial Wallet as a custodian for the benefit of Customer (“Custodial Wallet Services”).
Delegation. Custodian is authorised to appoint any nominees, agents, outsourcing partners or subcustodians, whether in its own name or that of Customer, to perform any of the duties of Custodian under this Agreement subject to compliance with Article 75(9) of MiCAR. Any reference in this Agreement to Custodian shall, where the context so requires, include its nominees, agents or subcustodians appointed by Custodian on its behalf. Outsourcings considered as material by Custodian for the services provided under this Agreement are disclosed in Exhibit B, which Exhibit may be updated upon written notice to Customer.
No verification. Custodian shall not have any obligation to verify or otherwise review the title, validity or genuineness of any of the Custodial Coins, received or delivered by it pursuant to this Agreement.
Scope of services. Customer acknowledges that Custodian will not provide any legal, tax or investment advice or portfolio management services under or in connection with this Agreement and that Customer will remain responsible for the selection, acquisition and disposal of Custodial Coins at all times. Custodian shall have no obligation to explain or warn of any risks taken or to be taken by Customer.

Standard of Care and Liability

Standard of care. Custodian will act with the diligence of a prudent businessman in performing its obligations under this Agreement.
Liability of Custodian. In case of intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit) on the part of Custodian or by Custodian's agents in performance of this Agreement (Erfüllungsgehilfen) Custodian is liable to the extent provided by statutory law. To the extent any breach of fundamental obligations (wesentliche Vertragspflichten) under this Agreement is not intentional (vorsätzlich) or grossly negligent (grob fahrlässig), Custodian's liability for damages shall be limited to the typically predictable damage. A fundamental obligation is a basic and essential contractual obligation, the performance of which is required for the proper execution of this contract and on the performance of which the other party has relied and could rely. Any liability for culpable (schuldhaft) damage to life, body or health as well as each party’s liability under the German Product Liability Act shall remain unaffected. Any liability not expressly addressed in the aforementioned paragraphs to this Section of this Agreement is hereby excluded.
Acts of God. For the avoidance of doubt, Custodian shall not be liable to Customer for failure or inability to perform under this Agreement or for any loss of Custodial Coins to the extent inability or loss is attributable to circumstances beyond Custodian’s reasonable control, including acts of God, terrorist activities, war, rebellion, or military or usurped power or confiscation, provided that Custodian did not, through its willful intent or negligence, cause or contribute to such loss and such failure.
Liability of Customer. Customer shall be liable to Custodian for the entire damage caused, including without limitation, as a result of the execution of an unauthorised Instruction, if Customer or its agents (Erfüllungsgehilfen) have acted fraudulently or caused the damage by a negligent (fahrlässig) breach of the obligations of Customer set forth in this Agreement. For the avoidance of doubt, this applies, among others, to the liability of Customer for transactions in Custodial Coins, and, in particular, with respect to Customer’s or any Representative’s failure to protect the confidentiality or security of Security Procedures (such as Wallet login credentials or private keys associated with Custodial Coins).
Mitigation of damage. Each party shall have a duty to reasonably mitigate damage for which the other party may become responsible.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CUSTODIAN SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. CUSTODIAN DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ANY PART OF THE SERVICES, OR ANY OF THE MATERIALS CONTAINED IN ANY OF THE FOREGOING WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.

Representations, Warranties and Covenants

Custodian represents, warrants and covenants that:
it is duly organised and validly existing under the laws of Germany, and is authorised to provide the services under this Agreement in Germany;
it has full power to execute and deliver this Agreement and to perform all the duties and obligations to be performed by it under this Agreement; and
Custodian has no ownership interest in the Custodial Coins.
Customer represents, warrants and covenants that:
it is duly organised, validly existing and in good standing under the laws of its jurisdiction of incorporation, has all corporate powers required to carry on its business as now conducted, and is duly qualified to do business and is in good standing in each jurisdiction where such qualification is necessary;
it has full power to execute and deliver this Agreement and to perform all the duties and obligations to be performed by it under this Agreement;
it has all rights, title and interest in and to the Custodial Coins in the Wallet as necessary for Custodian to perform its obligations under this Agreement;
it will, at all times, exclude potential End Customers’ claims for delivery of Custodial Coins against Customer and Custodian to another wallet;
it will comply with all applicable laws and regulations including those relating to the prevention of money laundering, anti-terrorist financing and the implementation of sanctions at all times.
Each party shall immediately notify the other party if, at any time after the date of this Agreement, any of the representations, warranties and covenants made by it under this Agreement fail to be true and correct as if made at and as of such time. Such notice shall describe in reasonable detail the representation, warranty or covenant affected, the circumstances giving rise to such failure and the steps the notifying party has taken or proposes to take to rectify such failure.

Duties and Obligations of Custodian

Insurance. Throughout the term of this Agreement, Custodian will maintain insurance coverage in such types and amounts as are commercially reasonable for the Custodial Wallet Services provided hereunder. Client acknowledges that any insurance related to theft of Digital Assets will apply to Custodial Wallet Services only, where all keys are held by Custodian, and not Non-Custodial Wallet Services.
Safekeeping of Custodial Coins. Custodian shall keep in safe custody on behalf of Customer all Custodial Coins received by Custodian in accordance with its Custody Policy, a copy of which is shared with Customer. For the avoidance of doubt, with respect to Custodial Coins held by Custodian in the Custodial Wallet, Custodian shall only keep in safe custody the Key(s) of which it has possession. All Custodial Coins credited to the Custodial Wallet shall be held in the Custodial Wallet at all times, and the Custodial Wallet shall be controlled by Custodian at all times. Custodian will use commercially reasonable efforts to keep all Keys to the Custodial Wallet secure and shall maintain at least one (1) backup Key to use as a replacement. Custodian shall segregate Custodial Coins from both (i) assets held by Custodian for its own account and (ii) assets of other customers of Custodian, except for Custodial Coins for which Customer specifically instructs Custodian to keep them in omnibus wallets, in which case Custodian will maintain an internal ledger to distinguish Customer's Custodial Coins from assets of Custodian or other customers. Customer will at no time have access to any Key related to Custodial Coins held by Custodian in the Custodial Wallet. Custodian shall exercise all commercially reasonable efforts to prevent unauthorised access to or use of the Keys to the Custodial Wallet.
Reporting and Valuation of Custodial Wallets. Custodian shall provide Customer or its Representative of Customer at least once every three months and at the first request of the client concerned, with a statement of position of the crypto-assets recorded in the name of those clients. The statement of position shall identify the crypto-assets concerned, their balance, their value and the transfer of crypto-assets made during the period concerned. Statement will be provided on Custodian's online platform and will be mailed if requested by Customer. Please note there may be an additional fee for paper statements.

Customer must raise any objections which Customer may have concerning the incorrectness or incompleteness of a periodic report or statement of account not later than six weeks after its receipt; if the objections are made in text form, it is sufficient to dispatch them within the period of six weeks. Failure to make objections in due time shall be considered as approval. Upon the issuing of such a periodic report or statement of account, Custodian shall explicitly draw Customer’s attention to this consequence.

To value Custodial Coins held in Customer’s Wallet, Custodian will electronically obtain certain fiat equivalent prices from digital currency market data providers or other sources. Custodian cannot guarantee the accuracy or timeliness of prices received and the prices are not to be relied upon for any investment decisions for Customer’s Wallet.
Service Levels. Custodian will: (i) provide reasonable technical support to Customer, by email or telephone, during Custodian’s normal business hours; and (ii) respond to support requests in a timely manner, and resolve such issues by providing updates and/or workarounds to Customer, consistent with the severity level of the issues identified in such requests and their impact on Customer’s business operations.
Transmission of Information. Custodian has no duty to provide to Customer any information relating to a Custodial Coin in the Wallet which Custodian may have learned in connection with another Wallet or customer or from any source other than in the operation of Customer's Wallet.
Customer may give instructions to Custodian with respect to the Custodial Coins safekept by Custodian ("Customer Instruction"). Custodian shall follow Customer Instructions, unless Custodian, when complying with such Customer Instruction, would be in breach of its own regulatory obligations or any other laws applicable to Custodian.
Custodial Wallet Service
Receipt. Custodian shall credit to the Custodial Wallet all Custodial Coins properly received by Custodian in accordance with the procedures set out under or in connection with this Agreement for the benefit of Customer. Custodian shall notify Customer electronically of such receipt of Custodial Coins and of such credit to the Custodial Wallet.
Access. Customer and Representatives shall be able to access the Custodial Wallet at substantially all times, by electronic means, in order to check information about the Custodial Wallet, to transfer Supported Coins to the Custodial Wallet, to withdraw Custodial Coins from the Custodial Wallet and initiate withdrawal of Custodial Coins from the Custodial Wallet. Custodian may, at its reasonable discretion, restrict access to the Wallet or to certain Custodian's Services for system maintenance, security measures or due to technical problems in digital currency networks. During such a period, Customer cannot give Instructions and Custodian is not obliged to execute transactions.
Withdrawal. Customer shall only be able to withdraw Custodial Coins stored in the Custodial Wallet to a compatible Wallet on which Custodian has conducted the due diligence reasonably necessary for Custodian to perform its obligations under this Agreement and applicable law.

With respect to Custodial Wallets, Customer will be able to make such withdrawals within the Custodial Wallet Withdrawal Timeframes, and agrees to execute instruments, provide information, or perform any other acts as may reasonably be requested by Custodian for the purpose of carrying out due diligence as may be required by applicable law. It is Customer's responsibility to determine if such Wallet meets all applicable legal and technical requirements.

Custodian shall not allow withdrawals of any Custodial Coins from the Custodial Wallet except those withdrawals made by Representatives, as identified by Customer to Custodian and whose identity has been reasonably confirmed by Custodian using good faith efforts and consistent with Custodian’s customer identification protocols. Custodian shall debit from the Wallet all Custodial Coins withdrawn by Representatives from the Wallet. Custodian shall notify Customer and the relevant Representative(s) of such withdrawal and of such debit from the Wallet.
Suspension of access. Custodian reserves the right, at its reasonable discretion, to suspend Customer’s or any Representative’s access to or use of the Wallet and extend, indefinitely, Custodial Wallet Withdrawal Timeframes if, in Custodian’s good faith belief, such restriction is reasonably necessary to comply with Custodian’s AML/CFT programs and policies, any requirements under applicable law, to prevent fraud, prevent suspicious transaction, or for any of the reasons set out in Section 10 of this Agreement.
Reselling. Customer shall not resell Custodian’s Services or software.
Additional Custodian’s Services

(1) Non-Custodial Wallet Service. Custodian also provides Customer with the option to create Non-Custodial Wallets that support certain digital assets via an API and Web Interface ("Non-Custodial Wallet Services"). Non-Custodial Wallet Services are provided under the terms as set forth in Annex 1 to this Agreement.

(2) Staking & Delegation Services. Custodian may also provide Customer with certain staking and delegation services. By proceeding with staking services in respect of its assets, on the Custodian's online platform, Customer consents to such assets being staked or delegated in accordance with the terms for these Services posted at https://www.bitgo.com/legal/staking-and-delegation-services-terms or a successor site, as may be amended from time to time in Custodian’s sole discretion (the “Staking Terms”).

(3) Additional Offerings. Custodian may introduce additional offerings as part of Custodian’s Services, the use of such shall be subject to the terms of this Agreement. Custodian shall notify Customer of additional terms governing use of the additional offerings, if any, via email and by posting on or through https://www.bitgo.de/entities/BitGoEuropeGmbH/ or a successor site. Customer may email Custodian to indicate either approval or disapproval of the additional terms before their proposed date of entry into force by emailing Custodian. The additional terms shall be deemed to have been approved by Customer, unless Customer has indicated disapproval before their proposed date of entry into force. Disapproval of these additional terms may result in lack of access to the additional offering.

Security Procedures and Instructions
Security Procedures. Customer agrees to use and comply with any transmission methods and security controls implemented or offered by Custodian for verifying the authenticity of Instructions received by Custodian from or on behalf of Customer ("Security Procedures"). For each transaction, Customer or its Representative, as applicable, shall give an Instruction to Custodian and Custodian shall verify the authenticity of any such Instruction that is purportedly issued by or on behalf of Customer in accordance with the Security Procedures. Customer shall be bound by an Instruction irrespective of whether its authenticity is verified by Custodian in accordance with the applicable Security Procedure, provided that the Instruction is authorised by Customer and/or its Representative.
Representatives. Customer may designate one or more Representative(s) who may issue Instructions for Customer. Customer shall ensure at all times that any person designated as an Representative has the power to act in the name of Customer. Customer shall maintain an updated and current list of Representatives at all times and shall immediately (sofort) notify Custodian of any changes to the list of Representatives, including for termination of employment, or otherwise. Customer acknowledges and agrees that Custodian shall reasonably rely on the list of Representatives until such time as Customer has notified Custodian of any changes to the list and Custodian has acknowledged receipt of such notification.

Customer shall make available all necessary documentation and know your customer identification as reasonably requested by Custodian to verify (i) the identity of the Representative, (ii) that the Representative is eligible to act as such on behalf of Customer and (iii) that the party(ies) requesting the changes in the list of Representatives have valid authority to so request changes on behalf of Customer.

Customer's security measures. Customer shall, and shall cause its Representative(s) to, restrict access to the Security Procedure(s) or information relating thereto, such as, if applicable, keys, authentication tokens, developer access tokens, personalised security features, personal identification numbers, codes, passwords and other security devices and measures as communicated between the Parties. Customer shall establish and maintain appropriate precautions, in particular sound and effective organisational and administrative arrangements such as appropriate access controls and safeguard arrangements for information processing systems, and shall cause any person granted access to such information or any such devices or measures to establish and maintain appropriate precautions in order to limit the risk of unauthorised access by third persons and ensure the confidentiality of information relating to Security Procedures. Such precautions shall include, without limitation,
logging off from the Wallet at the end of each session and closing the web browser used during such session when accessing Custodian’s Services;
with respect to Wallets which are not Custodial Wallets, maintaining secure backups for any Keys and passwords used to restrict those Keys;
ensuring that Representatives are adequately informed and trained for securing the Wallet, including operation of the Wallet and Custodian’s Services, general security principles regarding passwords and identifying material, and physical security of computers, keys, and personnel; and
taking reasonable measures to keep all software and hardware (including machines, networks, computer equipment, phones, programs and apps) used directly or indirectly to access the Wallet and Custodian’s Services free of malware and malicious code and in secure and protected locations.
Notification of unauthorised access. Customer shall notify Custodian immediately (sofort) if it has reason to believe that unauthorised persons may have obtained access to or used Customer’s Wallet credentials or that any other breach of security occurred (including any breach or suspected breach of Customer's systems, network or developer application). Customer shall fully describe the issue at hand including the date, type of problem, and where (in what part of the system) Customer experienced that problem. Customer agrees that it will provide Custodian with all information Custodian reasonably requests and fully cooperate with and facilitate any investigation by Custodian to identify the issue and assess the security of the assets and Wallet.
Erroneous Instructions. Security Procedures are intended to provide a commercially reasonable degree of protection against unauthorised transactions and are not designed to detect errors or omissions in Instructions. Custodian shall have no duty to detect errors or omissions in Instructions, or any liability for any failure to do so, in connection with the application of any Security Procedure.
Refusal by Custodian. Custodian reserves the right to reject or decline to process or delay the processing of any Instruction and may refuse to act on any Instruction (a) that is not in compliance with the applicable Security Procedure, (b) where Custodian suspects in good faith that the Instruction was not properly authorised, or is not authentic or accurate, (c) that could reasonably be expected to result in an extension of credit in digital currency to Customer, or (d) that could reasonably be expected to cause Custodian to breach any applicable laws, regulations or other similar limitations imposed on Custodian. Custodian shall give notice to Customer or the applicable Representative of any such action without undue delay, unless Custodian suspects in good faith, by giving such notice, to be in breach of any applicable laws, regulations or other similar limitations imposed on Custodian.
Cancellation by Customer. Customer acknowledges and agrees that transactions in digital currency networks may not be cancelled or reversed, that any Instruction given by Customer or its Representative(s) will be unconditional and irrevocable and will, save for refusal in accordance with the above, result in the automatic processing of a transaction in Custodial Coins and that Instructions may not be cancelled, reversed or otherwise modified upon Customer’s request.
Network failures. Customer further acknowledges and agrees that transactions in digital currency networks may be substantially delayed or may not be completed due to temporary or permanent network failures and that Custodian does not guarantee or ensure that any Instruction given via Custodian’s Services will result in a transaction in the respective digital currency network.
Custodian Fork, Airdrop Policy and Supported Coins
Airdrops and forks. Customer agrees that all airdrops and forks will be handled by Custodian pursuant to its custodial fork policy, available under https://www.bitgo.com/resources/fork-policy (the "BitGo Fork Policy"). Customer acknowledges that Custodian is under no obligation to support any airdrops or forks, or handle them in any manner, except as detailed in the BitGo Fork Policy. Customer further acknowledges that Custodian, at its reasonable discretion, may update the BitGo Fork Policy from time to time. Custodian will notify Customer of modifications to the BitGo Fork Policy.
Supported Coins. Custodian assumes no responsibility or liability if Customer loses, burns, or otherwise cannot access or control any digital currency, crypto asset, token, coin or other asset that is not a Supported Coin. Custodian's liability with respect to Supported Coins by Custodian shall be determined in accordance with Section 3 (Standard of Care and Liability).
Prohibited Activities
Prohibited Activities. Customer agrees that Customer will not use the Wallet or Custodian’s Services to perform any type of illegal activity of any sort or take any action that negatively affects the performance of Custodian’s Services ("Prohibited Activity"). Customer may not, among others, engage in any of the following activities with respect to Custodian’s Services, nor may Customer support a third party in any such activity:
receive any digital currency, crypto asset, token, coin or other asset other than Supported Coins in the Wallet;
attempt to gain unauthorised access to Custodian’s Services or another customer’s Wallet;
make any attempt to bypass or circumvent any security features;
violate any law, statute, ordinance, or regulation;
reproduce, duplicate, copy, sell or resell Custodian’s Services for any purpose except as authorised in this Agreement;
engage in any activity that is abusive or interferes with or disrupts Custodian’s Services; or use Custodian’s Services in connection with any transaction involving illegal products or services;
attempt to transfer, utilise, or otherwise resell Custodian’s Services without prior written consent by Custodian or
any activity that may potentially damage the reputation or business of Custodian or its Affiliates or that unlawfully interferes with Custodian's business activities.
Responsibility. Customer shall remain fully responsible for any acts or omissions of its Representatives and shall ensure that Representatives comply with the terms of this Agreement. Custodian shall bear no responsibility for any transactions in Wallet, or resultant losses or damages to Customer, to the extent they are caused by any acts or omissions of Representatives.
AML/CFT Compliance and Government Requests
AML/CFT Certification. Customer ensures that Customer and all Representatives are in compliance with all applicable legal requirements relating to the prevention of money laundering, countering the financing of terrorism and economic sanctions in the jurisdictions in which Customer and any Representative operates or does business.
Custodian's rights. Custodian is required to act in accordance with Custodian’s policies, the laws and regulations of various jurisdictions relating to the prevention of money laundering, anti-terrorist financing and the implementation of sanctions. Custodian is not obligated to execute Instructions or effect any other transaction where the beneficiary or other payee is a person or entity with whom Custodian is prohibited from doing business by any law or regulation applicable to Custodian, or in any case where compliance would, in Custodian’s opinion, conflict with applicable law or banking practice or its own policies and procedures. Where Custodian does not execute an Instruction or effect a transaction for such reasons, and without prejudice to its rights under this Agreement, Custodian may take any action required by any law or regulation applicable to Custodian including, without limitation, freezing, rejecting or blocking Wallets.
Customer's obligations. To comply with all applicable laws and regulations, Custodian may need to obtain, verify, and record information that identifies Customer, its directors and any other party asserting authority or control over the affairs of Customer, the appointed Representatives and any beneficiary’s, including any End Customer's, or payee’s name, address, date of birth (for individuals), and/or other information and documents that will allow Custodian to identify the beneficiary or payee. Customer agrees that Custodian also may request and obtain certain information from third parties regarding the beneficiary or payee. If Customer, a beneficiary or a payee fails to provide or consent to the provision of any such information, Custodian may close any Wallet or discontinue providing any Service without further notice.
Compliance with Government Requests. Notwithstanding any other term herein or in any other agreement between Customer and Custodian, Custodian may, upon inquiry by government officials (including law enforcement authorities and regulatory bodies) provide information (including Confidential Information) requested by such authorities without notice to or consent of Customer.
Protection of Personal Data
Processing of Personal Data. In the context of and for the purposes of providing Custodian's Services, Custodian may collect, store, use or otherwise process Personal Data, including, without limitation, for identification and verification of Representatives, AML/CFT compliance, or other regulatory requirements. Custodian will process Personal Data in accordance with applicable data protection law, including the EU General Data Protection Regulation and the German Federal Data Protection Act (Bundesdatenschutzgesetz).
Processing in Third Countries. Processing of Personal Data by or on behalf of Custodian may be carried out in so-called third countries outside the European Economic Area, in particular by Affiliates of Custodian located in the United States. In such case, Custodian will arrange for adequate safeguards for the protection of Personal Data in the third country in accordance with applicable data protection law.
Indemnification
Indemnification of Custodian. Subject to Sub-section 2 below, Customer shall indemnify Custodian against any liabilities, losses, damages, costs and expenses (including but not limited to legal fees) incurred by Custodian and arising out of any action taken or omitted to be taken by Custodian hereunder or pursuant to any Instructions or Customer Instructions, including but not limited to (i) any taxes or other governmental charges, and any expenses related thereto, which may be imposed or assessed with respect to the Custodial Coins, and/or (ii) Custodian or any nominee or agent of Custodian, appearing as holder or holder of record of the Custodial Coins or any part thereof, and/or (iii) the delivery of Custodial Coins to End-Customers.
Scope. Customer shall not be obliged to indemnify Custodian against any liabilities, losses, damages, costs and expenses to the extent the arise as the result of a willful (vorsätzlich) or grossly negligent (grob fahrlässig) violation of obligations of Custodian in the performance of its duties under this Agreement for which Custodian is liable under this Agreement.
Fees, Expenses and Rebates
Initial Payment. Concurrent with the execution of this Agreement, Customer shall make an up-front payment to Custodian of an amount equal to the On-boarding Fee (as defined in the Fee Schedule) plus one (1) Monthly Minimum Fee (as defined in the Fee Schedule and, together with the On-boarding Fee, the "Initial Payment"). The Initial Payment is non-refundable. The Monthly Minimum Fee component thereof shall be applied only towards the first month of Service Fees owed by Customer under this Agreement.
Payment. Customer shall pay Custodian fees and expenses for its Custodian’s Services as set forth in the Fee Schedule. Customer shall pay such fees and expenses to Custodian within thirty (30) days after the date of Custodian’s invoice or as enumerated in the Fee Schedule. If any invoice is disputed in good faith, Customer shall pay all undisputed amounts. The disputed amount will be due and payable within thirty (30) days after Custodian’s determination, in its reasonable discretion, that any such dispute has been resolved. All late payment and disputed payments made after the determination of resolution of such dispute shall bear interest accruing from the original payment due date through the date that such amounts are paid at the lower interest rate of (A) 1.0% per month and (B) the highest interest rate allowed by law. Notwithstanding the foregoing, failure to pay fees and expenses by Customer forty-five (45) days after the date of Custodian’s invoice (or the date enumerated in the Fee Schedule) for undisputed payments, or forty-five (45) days after Custodian’s determination of resolution of disputed invoices, shall constitute a material breach of this Agreement.
Amendments to Fee Schedule. Any amendments to the Fee Schedule shall be offered to Customer no later than two (2) months before their proposed date of entry into force. Customer may indicate either approval or disapproval of the amendments before their proposed date of entry into force. The amendments shall be deemed to have been approved by Customer, unless Customer has indicated disapproval before their proposed date of entry into force. Custodian shall expressly draw Customer’s attention to this consequent approval in its offer.
Custodian shall have the authority to liquidate any and all Custodial Coins in Customer's Wallet, at its discretion as permitted under applicable law, to cover any unpaid fees and expenses due. Customer agrees not to hold Custodian liable for any adverse consequences that result.
Termination
Term. This Agreement will commence on the later of the signatures to this Agreement ("Effective Date") and will continue for two years, unless otherwise terminated as provided in this Section. After two years, this Agreement will automatically renew for successive one year periods (each a "Renewal Term"), unless either party notifies the other of its intention not to renew at least sixty (60) days prior to the expiration of the then-current term.
Termination. Either party may terminate this Agreement for cause (aus wichtigem Grund) at any time by written notice to the other party, effective immediately, or on such later date as may be specified in the notice. The Parties agree that the following circumstances, without limitation thereto, shall qualify as sufficient cause for such termination:
any representation, warranty, certification or statement made by such other party under this Agreement, or pursuant to any certificate or document delivered pursuant to this Agreement, was or becomes incorrect in any material respect when made;
such other party materially breaches this Agreement and fails to cure such breach within ten (10) days of written notice thereof from the non-breaching party;
such other party has filed for the commencement of, or, without such filing, becomes subject to insolvency or equivalent proceedings; or
any applicable law, rule or regulation or any change therein or in the interpretation or administration thereof has or may have a material adverse effect on:
the quality or efficiency of Custodian’s Services under this Agreement; or
Custodian’s ability to provide services to Customer as required under this Agreement.
Notwithstanding the foregoing, Custodian may terminate this Agreement immediately upon written notice to Customer if:
Customer is in breach of Section 14 of this Agreement;
Customer has been reasonably determined by Custodian to have engaged in any of the Prohibited Activities or is in breach of Section 16 or Section 17 of this Agreement; or
in the event of a security incident or breach, or suspected security incident or breach, by Customer if Custodian reasonably determines that the security of the assets may be at risk.
Notwithstanding the foregoing, Customer may terminate this Agreement immediately when this is in the interest of the investors of funds managed by Customer, where these funds are invested in Custodial Coins safekept by Custodian.
Upon termination of this Agreement:
Client will shall withdraw Custodial Coins associated with Client’s Custodial Wallets as soon as practicable after termination (but in no event longer than ninety (90) days after termination) unless such withdrawal is prohibited by Applicable Law (including but not limited to applicable sanctions programs or a facially valid court order, or binding order of a government authority);
Customer shall pay to Custodian all fees owed or accrued to Custodian through the date of Client’s withdrawal of funds, which may include any applicable withdrawal fee;
the licence granted to Customer to access and use Custodian’s Services under this Agreement shall terminate, and Customer (and its Representatives) shall immediately discontinue all access and use of the Services; and
any such termination shall not affect any right or liability arising out of events occurring, or services delivered, prior to the effectiveness thereof.
Sections 3 and 16 of this Agreement shall survive termination of this Agreement.
Confidentiality
Confidentiality. "Confidential Information" shall, without limitation, include any information relating to, or transactions involving, Custodial Coins, trade secrets or other confidential commercial information, and information with respect to profit margins, product and brand costs and profit and loss information, price lists, unannounced prices, customer and supplier lists and other customer and supplier specific information, customer contracts, purchase orders, statements of work, proposals, new products plans and non-public technology information, strategic alliances, promotional plans and advertising plans.
Access and use. Access to Confidential Information shall be limited to the Parties and such Parties shall use the Confidential Information for purposes only in accordance with this Agreement. To this end, other than as provided herein, Parties shall prohibit distribution of Confidential Information to persons other than the Parties. Parties shall not use the Confidential Information in any manner that is detrimental to Parties, including, without limitation, to solicit or contact customers of Parties. For the avoidance of doubt, Parties include the employees, legal counsel, consultants, other advisors and service providers who are bound by a duty of confidentiality by contract or otherwise.
Disclosure. Parties will preserve the confidential nature of Confidential Information that they receive pursuant to this Agreement. Parties shall not disclose any of the Confidential Information to any third party, unless required by law or court order. Even then, the relevant party shall provide the other parties to this agreement at least ten (10) days’ notice prior to such required disclosure under the law or court order, provided, however, that if the pertinent law or court order does not permit at least ten days’ notice, then the relevant party shall provide as much notice as is reasonably practicable and legally permissible under the circumstances.
Parties reserve all rights to their Confidential Information not expressly granted herein.
Scope. Confidential Information shall not include information which (i) was in the public domain before disclosure to Parties; (ii) was lawfully in Parties’ possession before either party produced it pursuant to this Agreement; (iii) becomes part of the public domain by publication or otherwise through no unauthorised act or omission on the part of Parties; or (iv) is independently developed by an employee(s) or other agent(s) of Parties with no access to the Confidential Information. For the avoidance of doubt, Parties acknowledge that this Agreement is not Confidential Information, provided however, this Agreement may be disclosed by either party to investors or the public only upon express written agreement by the Parties.
Duty to return. All documents containing Confidential Information furnished by or on behalf of any party to this Agreement that are required to be maintained in confidence as provided in this Agreement shall be returned to the furnishing party upon request. In the event that this Agreement is terminated, Parties shall promptly return or destroy, at their option, to the extent permitted by law or regulation, all documents containing Confidential Information; provided that (i) each party may keep Confidential Information (in electronic or paper form) as reasonably necessary to comply with applicable law, regulation, professional standard or reasonable business practice and (ii) Parties and their Permitted Representatives may retain Confidential Information to the extent it is "backed-up" on their electronic information management and communication systems or services, is not available to an end user and cannot be expunged without considerable effort; provided further that Parties agree to keep any Confidential Information so retained strictly confidential in accordance with the terms of this Agreement.
Intellectual Property
Custodian shall retain all right, title, and interest (including all copyright, trademark, patent, trade secrets, and all other intellectual property rights) in connection with delivery of its services. Further, Customer will have no right in the software, or content provided by Custodian or its affiliates in connection with its services including trademarks, service marks, designs, logos, URLs, and trade names that are displayed in connection with the services (collectively, the "Custodian Materials").
Custodian hereby grants to Customer a non-exclusive, non-transferable, worldwide, royalty-free licence during the term of this Agreement to use Custodian Materials solely as reasonably necessary to access and use services as contemplated by this Agreement. All rights not expressly granted herein are reserved by Custodian or its affiliates.
Custodian expressly reserves its rights to its trademarks, service marks, use of its logo, name, names and descriptions of its product and service offerings and any Custodian Materials. Nothing in this Agreement shall be construed to confer any licences, permissions for use or title to Customer over any Custodian Materials. Customer may not display the Custodian Materials in connection with any marketing or promotional activities without the express written consent of Custodian. Any use by Customer of Custodian Materials without Custodian’s express written consent shall constitute a material breach of this Agreement. Custodian reserves the right to seek all adequate remedies at law, including injunctive relief, to protect its sole and exclusive rights to Custodian Materials.
Marketing

Client hereby consents to Custodian's identification of Client as a customer of the services provided hereunder, including in marketing and/or investor materials, and Custodian hereby consents to Client’s use of Custodian’s name and/or approved logos or promotional materials to identify Custodian as its custodial service provider as contemplated by this Agreement. Notwithstanding the foregoing, Custodian may revoke its consent to such publicity under this Section at any time for any reason, and upon notice, Client will cease any further use of Custodian’s name, logos, and trademarks and remove all references and/or postings identifying Custodian as soon as possible.

Taxation
Customer shall be liable for all taxes with respect to any Custodial Coins held on behalf of Customer or any transaction related thereto.
Customer is responsible to prepare and file any tax return, pay taxes, and expenses and accountant or attorney expenses related to the preparation of the tax return or resulting from the operation of this Agreement.
Miscellaneous
Headings. The headings in this Agreement are for reference only and shall not affect the construction or interpretation of any of the provisions herein.
Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).
Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and electronic mail transmission, so long as a receipt of such e-mail is requested and received) and shall be given,

(a) if to Customer, to the notice underneath the signature block.

(b) if to Custodian, to:

Harald Patt, Managing Director Dirk Barth, Managing Director BitGo Europe GmbH Neue Rothofstraße 13-19 60313 Frankfurt am Main

with a copy emailed to legal@bitgo.com.

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. Each of the foregoing addresses shall be effective unless and until notice of a new address is given by the applicable party to the other parties in writing. Notice will not be deemed to be given unless it has been received.

Relationship of the Parties. Nothing in this Agreement shall be intended to or shall be deemed to establish a company (Gesellschaft) or joint venture between Customer and Custodian.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Germany.
Arbitration. All disputes arising out of or in connection with this Agreement or its validity shall be finally settled in accordance with the Arbitration Rules of the German Arbitration Institute without recourse to the ordinary courts of law. The arbitral tribunal shall be made up of three members. The seat of the arbitration is Frankfurt am Main, Germany. The language of the arbitration shall be English. The presentation of written evidence in the German language is permissible.
Third parties. This Agreement shall not confer any rights upon third parties. A person who is not a party to this Agreement shall have no right to enforce any term of this Agreement. For the avoidance of doubt, the Parties acknowledge and agree that the foregoing does not affect the right of any indemnified party pursuant to this Agreement.
Amendments. Any provision of this Agreement save for changes to the Staking Terms, the Fee Schedule and the Supported Coins Schedule may only be amended in writing and must be signed by each Party. Custodian will notify Customer of material modifications to the Staking Terms, the Fee Schedule and the Supported Coins Schedule.
No waiver. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The parties agree that no party can assign its rights and obligations under this Agreement without the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed.
Entire Agreement; Terms and Policies. This Agreement, including the Fee Schedule and the Supported Coins Schedule which is incorporated herein by reference, embodies the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter of this Agreement.

With the exception of the services ordered, the fees, and any fee schedule enumerated in the Fee Schedule, in the event of any conflict or inconsistency between the body of this Agreement and the Fee Schedule attached hereto as Exhibit A, the provisions of this Agreement shall prevail and be given priority. Subject to the foregoing, the several documents and instruments forming part of this Agreement are to be taken as mutually explanatory of one another and in the case of ambiguities or discrepancies within or between such parts the same shall be explained and interpreted, if possible, in a manner which gives effect to each part and which avoids or minimises conflicts among such parts. No oral representations or other agreements have been made by the parties.

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the services contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the services contemplated hereby be consummated as originally contemplated to the fullest extent possible.

EXHIBIT A

Fee Schedule

I. Minimum Custodial Account Balance. At all times during the term of the Agreement, Customer is required to maintain a balance in its Custodial Account equivalent to $100.

II. Fees. The fees associated with services for Customer are as follows:

Digital Asset Storage Fee and Fixed Monthly Fee.

The “Digital Asset Storage Fee” is calculated at the end of each calendar month based on the aggregate USD market value of average holdings held by Customer in (i) Custodial Accounts, and (ii) wallets provided as Non-Custodial Wallet Services.

Throughout the term, Customer will be assessed a fixed monthly Digital Asset Storage Fee (subject to overage fees), as set forth below:

Digital Asset Storage Fee:

Included Digital Assets Stored ($ USD): $100,000

“Overage Fee”: 5 Basis Points (bps) per month

5. Staking Services.

Staking Services (where available) are governed by terms https://www.bitgo.com/legal/staking-and-delegation-services-terms or a successor site.

IV. Payment Terms.

Client shall pay such fees and expenses to Custodian within thirty (30) days after the date of Custodian’s invoice. Invoices may be provided by electronic delivery. Payments shall be made to Custodian in U.S. Dollars (subject to the below). If any invoice is disputed in good faith, Client shall pay all undisputed amounts and the disputed amount will be due and payable within seven (7) days after any such dispute has been resolved either by agreement of the parties or in accordance with dispute resolution procedures in the Agreement. All late payments and any disputed payments made after the resolution of such dispute shall bear interest accruing from the original payment due date through the date that such amounts are paid at the lower interest rate of (A) 1.0% per month and (B) the highest interest rate allowed by Applicable Law. Notwithstanding the foregoing, failure to pay undisputed fees and expenses by Client shall constitute a material breach of the Agreement. Client agrees that, without limitation of Custodian’s other rights and remedies, Custodian shall have the right and authority, in its discretion, to liquidate any and all Digital Assets in Client’s Account to cover any unpaid fees and expenses.

If both parties agree, all the aforementioned fees shall be invoiced and paid in Euro. Conversion from USD to Euro shall be based on the exchange rates published by the Wall Street Journal for the month for which the respective fees are owed.

If a correct taxpayer number is not provided to Custodian, Client understands and agrees that Client may be subject to backup withholding tax at the appropriate rate on any interest and gross proceeds paid to the account for the benefit of Client. Backup withholding taxes are sent to the appropriate taxing authority and cannot be refunded by Custodian.

EXHIBIT B

Material Delegates

Material (Sub) Delegate: BitGo, Inc.

Address: 2443 Ash St., Palo Alto, CA 94306

Delegated Tasks: Backend/Platform key for Blockchain transactions, Backend/Platform for Hot Wallets

Annex 1 – Non-Custodial Wallet Terms

This Annex 1 forms part of the Agreement. All capitalised terms not defined herein shall have the meaning ascribed in the Agreement.

This Annex 1 and the Agreement govern Client's access and use of Services provided by BitGo Europe GmbH (“Service Provider”). "Services" in this Annex 1 means the Non-Custodial Wallet Services.

Non-Custodial Wallet Services provide access to Hot Wallets where Custodian or an Outsourcing Partner holds a minority of the keys, and Client is responsible for holding a majority of the keys ("Client Keys"). The Non-Custodial Wallet Services do not send or receive money or digital assets. The Non-Custodial Wallet Services enable Client to interface with blockchains to view and transmit information about a public cryptographic key commonly referred to as a blockchain address. As further set forth in Annex 1, Client assumes all responsibility and liability for securing the Client Keys. Further, Client assumes all responsibility and liability for creation, storage, and maintenance of any backup keys associated with accounts created using the Non-Custodial Wallet Services.

1. Digital Assets and the Service

1.1 Service

The Service does not send or receive money. The Service requires three private cryptographic keys to be associated with each Wallet and Service Provider controls only one of these private keys.

1.2 Managing Client's Keys

Service Provider controls only one of the three private keys for a Digital Asset Non-Custodial Wallet provided by the Service. Two of the three private keys associated with a Wallet provided as part of the Service are needed to effect a transfer of assets. Client is solely responsible for maintaining the security of the Client Keys. If Client appoints a third party to control one or more of the Client Keys, whether or not such appointment is made through the Service (e.g., through a key recovery service), Service Provider is not responsible for the actions or omissions of such third party. Control of these keys will allow such third party to transfer all of Client's digital assets from Client's Non-Custodial Wallets and Client may never regain those digital assets.

1.3 Wallets and Digital Assets

Client's Non-Custodial Wallets and Client's digital assets are Client's responsibility. Service Provider cannot cause transactions transferring digital assets from Client's Non-Custodial Wallets except in conjunction with a request or instruction through the Service by Client or someone holding Client's private keys. Client may need both of the private keys not controlled by Service Provider to initiate transfer of digital assets.

1.4 Non-BitGo Applications

The Services may contain features designed to interoperate with a Third Party Service, program, website or Content that is provided, owned or licensed by Client or a Third Party ("Non-BitGo Application"). To use such features, Client must procure Non-BitGo Applications from the providers of such Non-BitGo Applications, and may be required to grant Service Provider access to Client's account on the Non-BitGo Applications. If Client enables a Non-BitGo Application for use with the Services, Client grants Service Provider permission to allow the provider of that Non-BitGo Application to access Client's information or data as required for the interoperation of that Non-BitGo Application with the Services. Service Provider is not responsible for any disclosure, modification or deletion of Content or Client’s information or data resulting from access by a Non-BitGo Application. If the provider of a Non-BitGo Application ceases to make the Non-BitGo Application available for interoperation with the corresponding Services features on reasonable terms, Service Provider may cease providing those Services features.

1.5 Third Party Services

In connection with Client's use of the Services, Client may be made aware of or offered services, Content, features, products, Non-BitGo Applications, offers and promotions provided by Third Parties (individually and collectively, "Third Party Services"). Service Provider may make Third Party Services available to Client. However, Service Provider's inclusion or promotion of Third Party Services does not reflect a sponsorship, endorsement, approval, investigation, verification, certification or monitoring of such Third Party Services by Service Provider. Client's acquisition of Third Party Services, and any exchange of data between Client and any Third Party, is solely between Client and such provider. Service Provider does not warrant Third Party Services in any way. Under no circumstances will Service Provider have any liability for Third Party Services. Use Third Party Services at Client's own risk, and under terms and conditions between Client and the provider of Third Party Services that are different from the provisions of this Agreement.

1.6. Risks. Client acknowledges that using digital assets, their networks and protocols, involves serious risks. Client acknowledges that it is their duty to learn about all the risks involved with digital assets, their protocols and networks as there are many, and describing these risks could fill chapters of a book. For example, the value of digital assets can change rapidly, increase or decrease unexpectedly, and potentially even fall to zero. As another example, a bitcoin transaction may be unconfirmed for a period of time (usually less than one hour, but up to one day or longer) and may be never complete if it remains in a pending state. Even if Service Provider alerts Client to some of the risks involved with digital assets, their protocols and networks, Service Provider has no responsibility to alert Client to all these risks. Service Provider has no control over, and makes no representations regarding the value of digital assets, or the security of their networks or protocols.

BITGO EUROPE APS

MASTER PURCHASE AGREEMENT

BitGo Europe ApS, a Danish limited company with company no. 45058239 ("BitGo") and “You” (and, together with BitGo, the "Parties" and each a "Party") are entering into this Master Purchase Agreement (“Agreement”). This Agreement is made as of the later date of the signatures below (the “Effective Date”), that sets forth the terms and conditions under which BitGo and Counterparty may purchase from and sell virtual assets to each other, each for its own benefit and account, as of the Effective Date, including the provision of Price Quotes by BitGo to Counterparty, Counterparty’s submission of Trade Requests, entry into Transactions and any related services provided by BitGo in connection therewith (“Trading Services”).

1. Introduction

Each Party has a general desire to consider entering spot virtual asset purchase and sale transactions with the other Party (each a “Transaction”). The specific terms of any such Transaction will separately be agreed directly between the Parties via electronic or verbal communications on instant messaging services such as Slack, Telegram, Whatsapp or other agreed methods of electronic communications between Counterparty and BitGo (“Agreed Communication Channel”).

Please read this Agreement carefully and retain it for future reference.

2. Relationship of Parties

The Parties acknowledge and agree that when entering Transactions with each other, each Party will be transacting for its own account, in a principal capacity, and in an arm’s-length role in relation to each other. Neither Party will be providing any service to the other Party or to any other person or entity. Each Party will enter Transactions solely for its own respective benefit and not for the purpose of benefiting the other Party, such as by providing a service to the other Party. The Parties will not act as each other’s agent, fiduciary, or advisor and shall have no duties to each other, except to settle any agreed Transactions, and as otherwise specified in a written agreement signed by both Parties.

BitGo may contemporaneously engage in offsetting Transaction(s) with a third party(ies) (a “Riskless Principal Transaction’), and when engaging in such Riskless Principal Transactions, BitGo is not obligated to identify the ultimate source of liquidity (each a “Liquidity Provider”). Rather, Counterparty will face BitGo as the counterparty to every Transaction. Further BitGo is not obligated to price a Transaction equal to a corresponding Riskless Principal Transaction. For more information, please read the Principal Trading Disclosure as provided as an attachment to this Agreement.

The terms and provisions of this Agreement are intended solely for the benefit of each Party and their respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other person.

3. Eligibility for Trading Services

Counterparty further attests to a level of knowledge, experience, and trading sophistication that is appropriate to engage in the Trading Services, and further, assumes the risk that is inherent with such activity.

4. Pre-Funding

To submit and execute a Trade Request, Counterparty must transfer to BitGo the full amount of virtual assets or cash to cover the total value of the Trade Request plus any applicable fees before submitting a Trade Request (“Prefunded Assets”). The delivery will be complete once (a) in the case of virtual assets, the transaction is verified by the relevant number of confirmations from the blockchain for the applicable virtual assets as specified by the Counterparty and the assets have been received into BitGo’s designated wallet or (b) in the case of cash, the cash has been received into BitGo’s bank account. BitGo may require the Counterparty to validate BitGo’s designated wallet address by conducting a test transfer of virtual assets prior to the transfer of the Prefunded Assets.

Counterparty acknowledges and agrees that upon the transfer, all right, title and interest in and to the Prefunded Assets will pass to BitGo. This means that (a) the Prefunded Assets will not be held by BitGo for or on behalf of the Counterparty; and (b) BitGo can deal with the Prefunded Assets as its own property.

5. Trade Requests

Counterparty may provide BitGo with a request to purchase or sell a specified virtual asset (a “Trade Request”) via the Agreed Communication Channel in the manner as directed by BitGo from time to time. BitGo shall have no obligation to accept any Trade Request and may do so in its sole discretion. Acceptance by BitGo of any Trade Request which does not comply with all of the requirements set out in this Section 5 shall not obligate BitGo to accept any subsequent non-conforming Trade Request. Upon receipt of a Trade Request, BitGo may provide Counterparty a price (which may be denominated in a fiat currency or another virtual asset) at which it is willing to sell or purchase (as the case may be) a specified quantity of such virtual asset (a “Price Quote”). Counterparty must immediately confirm acceptance of the Price Quote in writing (“Confirmation of Price Quote”), otherwise the Price Quote will be deemed to be rejected and expire and no transaction may be effective in accordance with the Price Quote. If Counterparty confirms acceptance of the Price Quote, a transaction will be deemed to have been executed and the terms set forth in the Price Quote shall become binding, only at the time BitGo confirms the execution (a “Confirmation of Execution”) via electronic and/or telephonic communication. If BitGo does not provide a Confirmation of Execution, the Price Quote shall be deemed to be rejected and expire and no transaction may be effected in accordance with such Price Quote. Following the Confirmation of Execution, BitGo shall send Counterparty a trade confirmation in accordance with Sections 6 and 10 of the Agreement. Counterparty agrees that BitGo may, in its sole discretion, accept statements similar or analogous to the following as indication by Counterparty of agreement to the terms of a proposed Transaction: “confirmed”, “ok”, “done,” “I buy,” “bought,” “I sell,” or “sold”.

Unless explicitly stated otherwise, prices communicated electronically, verbally, or otherwise by BitGo do not constitute offers to trade but rather are indications of interest subject to further review by BitGo. Your Trade Request becomes a binding offer to execute a transaction upon your Confirmation of Price Quote. Due to the speed of the market and execution delays the price available for execution of any Transaction with you may change between the time of submission of your Confirmation of Price Quote and the time that you receive a response to your Trade Request, even if the lapse of time is small. This may result in rejection of all or part of your Trade Request, including in cases where the market has moved favorably to you, even though we may choose to accept Trade Requests where the market has moved favorably to us. If we determine to execute, the costs or benefits of any price changes may, in our discretion, be retained by us.

6. Transaction Settlement

If BitGo and Counterparty have agreed to terms (size, price, and virtual asset) through the Agreed Communication Channel, the Transaction is binding and final (such Transaction, a “Completed Order” and such date, a “Trade Date”) unless both Parties agree in writing otherwise.

On each Trade Date, BitGo will provide a report through email communication that identifies a summary of all Completed Orders and the total net amount, in either virtual assets or cash, required to settle such Completed Orders (referred to herein as the “Settlement Summary”). As soon as reasonably practicable after delivery of the Settlement Summary and following settlement between BitGo and the relevant Liquidity Provider, BitGo shall initiate the transfer of the virtual assets or cash, as applicable, to Counterparty’s designated wallet or bank account, as applicable. The delivery will be complete once (a) in the case of virtual assets, the transaction is verified by the relevant number of confirmations from the blockchain for the applicable virtual asset as specified in the Confirmation of Execution and the assets have been received into the Counterparty’s designated wallet or (b) in the case of cash, the cash has been received into the Counterparty’s designated bank account. Once BitGo’s delivery is complete, the Transaction is finally and irrevocably settled.

Counterparty acknowledges and agrees that (a) any bank account or wallet that has not been pre-approved by BitGo may delay settlement; and (b) it is solely responsible for losses if it provides the wrong destination address to BitGo.

7. Use of the Trading Services.

Counterparty acknowledges that Transactions will be executed at the price agreed to, which may be different from the price at which the virtual asset is trading in other markets or with other Counterparties when the Transaction is completed.

Regardless of any other provision of this Agreement, BitGo has the right to suspend or terminate (at any time, with or without cause or prior notice) all or any part of the Trading Services, or Counterparty’s access thereto, for any reason, including but not limited to, changing the features or functionality of the Trading Services, or changing the limits on the trading Counterparty may conduct through the Trading Services, all without any liability to Counterparty. Counterparty understands it can have no expectation of any use or continued use of the Trading Services.

8. Reversals; Cancellations

Counterparty cannot cancel, reverse, or change any Transactions, including editing or deleting any instant messages containing Trade Requests or Confirmations of Price Quotes

9. Commissions and Fees

Except as provided for herein or as expressly agreed upon by the Parties, Counterparty shall not pay any commissions and transaction, processing and other fees, including federal, state, and local taxes, to BitGo.

10. Statements and Receipts

BitGo will electronically provide you with confirmation of your trading activity by providing order confirmations and transaction receipts ("Trading Activity Confirmations"). BitGo may also electronically provide you with periodic statements that contain information regarding your trading activity (“Statements").

11. Errors

(a) Errors may sometimes occur and such errors may impact the result of a given transaction. BitGo reserves the right to reasonably determine whether an incorrect price results in an erroneous transaction. Erroneous transactions include but are not limited to (i) Transaction prices that are significantly different than prevailing market prices at the time of the Transaction; and (ii) Transaction prices resulting from executions where BitGo’s bid was greater than its offer at the same Transaction time. BitGo shall notify the Counterparty within twenty-four (24) hours from the time of the corresponding Trading Activity Confirmation if an erroneous transaction is identified. BitGo, within its sole discretion, may reasonably declare the transaction null and void or both Parties may agree to modify the transaction.

(b) If you have any questions, concerns, feedback or complaints, including regarding any error that you believe has been made in transaction processing, any Trading Activity Confirmations, your Statement, or other record of transaction activity that we provide, contact us immediately via email at bp.liquidity@bitgo.com. Should a Counterparty identify an erroneous transaction, Counterparty must notify BitGo of such error within twenty-four (24) hours from the time of the corresponding Trading Activity Confirmation. We will promptly investigate and attempt to resolve your claim through our support team within thirty (30) calendar days unless we inform you otherwise. BitGo, within its sole discretion, may determine whether an erroneous transaction occurred and may declare the transaction null and void or both Parties may agree to modify the transaction.

12. Confidentiality; Information Handling

(a) BitGo personnel may have access to, use and provide you and other counterparties with information on an anonymous and aggregated basis, including but not limited to, your orders (i.e., orders executed in full or part, cancelled, or expired), indications of interest, quotes, positions, trade and other data and analytics (collectively, “Anonymous and Aggregated Data”). This Anonymous and Aggregated Data may be used for market color reports, analytical tools, risk management strategies for market making and liquidity provision and other BitGo products and services. The nature of any Anonymous and Aggregated Data provided to you may differ from that provided to other counterparties in terms of quantity, scope, methodology or otherwise and may be changed from time to time without notice to you. BitGo maintains a “need to know” standard, which provides that access to your Counterparty-specific information is limited to those employees who have a “need to know” such information to perform their duties and to carry out the purpose for which the information is provided.

(b) As used in this Agreement, “Confidential Information” means any non-public, confidential or proprietary information of a party (“Discloser”) including, without limitation information relating to Discloser’s business operations or business relationships, financial information, pricing information, business plans, customer lists, data, records, reports, trade secrets, software, formulas, inventions, techniques, and strategies. The terms of this Agreement are the Confidential Information of each party. A party receiving Confidential Information of Discloser (“Recipient”) will not disclose it to any third party without the prior written consent of the Discloser, except as provided below or to such party’s officers, directors, agents, employees, consultants, contractors and professional advisors who need to know the Confidential Information and who are informed of, and who agree to be or are otherwise bound by obligations of confidentiality no less restrictive than, the obligations set forth herein. Recipient will protect such Confidential Information from unauthorized access, use and disclosure. Recipient shall not use Discloser’s Confidential Information for any purpose other than to perform its obligations or exercise its rights under this Agreement. The obligations herein shall not apply to any (i) information that is or becomes generally publicly available through no fault of the recipient, (ii) information that the recipient obtains from a third party (other than in connection with this Agreement) that, to recipient's best knowledge, is not bound by a confidentiality agreement prohibiting such disclosure; (iii) information that is independently developed or acquired by the recipient without the use of or reference to Confidential Information of Discloser.

(c) Notwithstanding the foregoing, Recipient may disclose Confidential Information of Discloser to the extent required under applicable laws; provided, however, Recipient shall first notify Discloser (to the extent legally permissible) and shall afford Discloser a reasonable opportunity to seek a protective order or other confidential treatment. For the purposes of this Agreement, no affiliate of BitGo shall be considered a third party; provided that BitGo causes such entity to undertake the obligations in this Section.

(d) “Confidential Information” includes all documents and other tangible objects containing or representing Confidential Information and all copies or extracts thereof or notes derived therefrom that are in the possession or control of Recipient and all of the foregoing shall be and remain the property of the Discloser. At Discloser’s request, Recipient shall return or destroy all Confidential Information; provided, however, Recipient may retain one copy of Confidential Information (i) if required by law or regulation, or (ii) pursuant to a bona fide and consistently applied document retention policy; provided, further, that in either case, any Confidential Information so retained shall remain subject to the confidentiality obligations of this Agreement.

13. Prohibited Use

We reserve the right to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions program, legal process or governmental request. You may not use your access to the Trading Services engage in any of the following activities ("Prohibited Use"):

▪ No Spoofing: Any Order that is not intended to be completed or is otherwise intended to abuse, manipulate, mislead or defraud other market participants, to delay or disrupt the Trading Services, or to disrupt the orderly conduct of trading or the fair execution of transactions in the virtual assets market.

▪ Unlawful Activity: Activity which would violate, or assist in violation of any applicable federal, state or international law, statute, ordinance, or regulation, or a sanctions program administered in a country that BitGo or its affiliates operate, including the European Union and/or the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or which would involve proceeds of any unlawful activity (including unlawful internet gambling) or the publishing, distribution, or dissemination of any unlawful material or information.

▪ Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to computer systems or networks connected to the BitGo website or online platform, through password mining or any other means; use information of another party to access or use the BitGo online platform or website, or transfer your access or rights to a third party, unless by operation of law or with the express permission of BitGo.

▪ Abuse Of Other Users: Interfere with another individual's or entity's access to or use of any Trading Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the BitGo website or online platform about others, including email addresses, without proper consent.

▪ Fraud: Activity which operates to defraud BitGo, BitGo users, or any other person; provide any false, inaccurate, or misleading information to BitGo.

14. Virtual Asset Software Protocols

You agree and acknowledge that BitGo does not own or control the underlying software protocols that govern operation of the virtual assets that are supported by the Trading Services. These software protocols are open source, meaning that anyone can use, copy, modify, and distribute them. You agree and acknowledge that (i) BitGo is not responsible for operation of the underlying software protocols that govern the operation of the virtual assets and (ii) BitGo is not responsible for and cannot guarantee the ongoing functionality, security, or availability of the virtual assets or the virtual assets marketplace or Trading Venues. You further agree and acknowledge that the underlying software protocols governing the virtual assets may be subject to sudden changes in operating rules due to the actions of third parties ("Forks"), and that Forks may have a material effect on the value, function, character or name of the virtual assets, or available for purchase or sale using the Trading Services. In the event of a Fork, BitGo shall have the right, in its sole discretion and without prior notice, to temporarily suspend the Trading Services, and may determine it will not support any particular Fork in the underlying software protocols. BitGo will notify you of any modifications to its Trading Services in connection with a Fork by posting on the BitGo website, online platform or emailing you. BitGo is not responsible for, and you agree we are not liable for, any lost profits, trading losses or any other losses or damages that result from a change in the underlying software protocols of the virtual assets or BitGo’s determination to support or not support any modified software protocol.

15. Provision of Market Data

We may convey to you by telephone, electronic, or other means the last sale transaction data, bid and asked quotations, news reports, analysts’ reports or research, or other information relating to virtual assets and the virtual assets markets (collectively referred to in this Section as "market data"). We may charge a fee for providing these market data. We provide market data only for your internal use; you may not directly or indirectly copy, reproduce, sell, lease, market, retransmit, communicate, distribute or otherwise make available any portion, derivation or revision of market data in any medium, print or electronic, in any manner unless you have entered into a written agreement with the appropriate market data provider or have the express written consent of BitGo.

However, the accuracy, completeness, timeliness, suitability for use, or correct sequencing of the market data is not guaranteed either by us or by the third-party market data providers and may include inaccurate, erroneous, incomplete or out-of-date information. In an effort to continue to provide you with complete and accurate information, information may be changed or updated from time to time without notice. Accordingly, you should verify all information before relying on it, and all decisions based on information that you obtain from or through us are your sole responsibility and we shall have no liability for such decisions. Furthermore, neither we nor the third-party market data providers will be liable for interruptions in the availability of market data or your access to market data.

The market data are provided "as is" and on an "as available" basis. There is no warranty of any kind, express or implied, regarding the market data, including any warranty of accuracy, completeness or timeliness. We are not responsible for, and you agree not to hold us liable for, lost profits, trading losses, or any other damages resulting from market data or your use thereof. In any case, our liability arising from any legal claim (whether in contract, tort, or otherwise) relating to the market data will not exceed the amount you have paid for use of the Trading Services. You agree that we may correct any execution reported to you that was based on inaccurate market data provided to us by a virtual asset trading vendor, market center, or other providers.

16. Disclaimer of Warranties

THE TRADING SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BITGO SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. BITGO DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE BITGO WEBSITE, ONLINE PLATFORM, ANY PART OF THE BITGO TRADING SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.

17. Limitations of Liability

BITGO WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY EXPENSES, LOSSES, DAMAGES, LIABILITIES, DEMANDS, CHARGES, AND CLAIMS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING ANY LEGAL EXPENSES AND COSTS OR EXPENSES RELATING TO INVESTIGATING OR DEFENDING ANY DEMANDS, CHARGES, AND CLAIMS) (COLLECTIVELY, "LOSSES") IN CONNECTION WITH OR RELATED TO THE TRADING SERVICES, EXCEPT TO THE EXTENT SUCH LOSSES RESULT SOLELY FROM BITGO’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

FOR AVOIDANCE OF DOUBT, COUNTERPARTY'S USE OF THE BITGO API IS SOLELY AT COUNTERPARTY'S OWN RISK. NEITHER BITGO EUROPE NOR ANY OF ITS AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS SHALL BE LIABLE TO COUNTERPARTY FOR ANY LOSS, COST, DAMAGE, OR OTHER INJURY OR THIRD-PARTY CLAIM, WHETHER IN CONTRACT OR TORT, ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY COUNTERPARTY'S USE OF THE API OR THE INFORMATION PROVIDED THROUGH THE API. IN NO EVENT WILL ANY BITGO PARTY BE LIABLE TO COUNTERPARTY OR ANY THIRD PARTY FOR ANY PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT (INCLUDING LOST PROFITS, TRADING LOSSES, COSTS, OR OTHER DAMAGES ALLEGED TO HAVE OCCURRED DUE TO ANY INTERRUPTION, DELAY OF SERVICE, SYSTEM FAILURE, ERROR IN THE ELECTRONIC FUNCTIONING OF THE SYSTEM) OR SIMILAR DAMAGES OUTSIDE OF BITGO’S REASONABLE CONTROL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS PROVISION SHALL SURVIVE TERMINATION OR EXPIRATION OF THE AGREEMENT.

WITHOUT LIMITATION OF THE FOREGOING, BITGO WILL NOT BE LIABLE FOR ANY LOSSES CAUSED DIRECTLY OR INDIRECTLY BY: GOVERNMENT RESTRICTIONS, EXCHANGE OR MARKET RULINGS, MARKET VOLATILITY OR DISRUPTIONS IN ORDER TRADING ON ANY EXCHANGE OR MARKET, SUSPENSION OF TRADING, WAR, STRIKES, SEVERE WEATHER, NATURAL DISASTERS, OTHER ACTS OF GOD, FAILURE OF COMPUTER OR OTHER ELECTRONIC OR MECHANICAL EQUIPMENT, FAILURE, DELAYS, OR ERRORS CAUSED BY OR AFFECTING THE AGREED COMMUNICATION CHANNELS OR COMMUNICATION LINES, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, ACTS OF TERRORISM, FAILURE OF THIRD PARTIES TO FOLLOW INSTRUCTIONS, ACTS OR OMISSIONS OF ANY TRADING VENUE OR OTHER CONDITIONS AND OCCURRENCES BEYOND OUR CONTROL.

BITGO WILL NOT BE LIABLE FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES (INCLUDING TRADING LOSSES), WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES OR OTHER LOSSES WERE REASONABLY FORESEEABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE FOREGOING LIMITATIONS AND DISCLAIMERS APPLY EQUALLY TO BITGO’S AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, SERVICE PROVIDERS, EMPLOYEES OR REPRESENTATIVES, AND DO NOT APPLY WHERE LIMITED BY APPLICABLE LAW.

18. Indemnification

Counterparty agrees to defend, indemnify and hold harmless BitGo, its affiliates, licensors, and service providers, and each of its or their respective officers, directors, agents, service providers, employees and representatives, harmless from and against any and all claims, losses, liabilities, costs and expenses (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to Counterparty’s breach of the Agreement or your violation of any law, rule or regulation, or the rights of any third party. This obligation will survive any termination of the Agreement.

19. Taxes

It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Trading Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities.

20. Term and Termination

This Agreement shall remain in effect until terminated in writing by either Party. Regardless of any other provision of this Agreement, BitGo has the right to change the nature or composition of the Trading Services at any time, without prior notice. However, we will use reasonable efforts to provide you advance notice of material changes. BitGo may close or suspend access to the Trading Services without prior notice; provided, BitGo will use reasonable efforts to provide five (5) business days’ prior notice of such suspension, closure, or termination. Such termination or suspension may include declining to accept orders or balance transfers. Regardless of how or when your access is closed, you will remain responsible for all charges, debit items or other transactions you initiated or authorized, whether arising before or after termination. Final disbursement of assets may be delayed until any remaining obligations or indebtedness have been satisfied.

21. Construction

As used in this Agreement, the words "including", "includes" and their other derivations are non-exclusive and are in each case deemed to be followed by the words "without limitation."

22. Governing Law and Exclusive Jurisdiction

This Agreement and all matters arising in connection with the Agreement and the Trading Services will be governed by and construed in accordance with the laws of England.

With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each party irrevocably:

(i) submits to the jurisdiction of the English courts, and

(ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

23. Assignment

We may assign our rights and obligations under the Agreement without restriction, including to any subsidiary, affiliate, or successor by merger or consolidation. You may not assign your rights or obligation under this Agreement. Any attempted transfer or assignment by you in violation hereof will be null and void. Notwithstanding the foregoing, this Agreement is binding upon you and your heirs, executors, administrators, successors, and assigns.

24. Entire Agreement

This Agreement and terms contained on the Trading Activity Confirmations, and any other statements and confirmations sent to you by or on behalf of BitGo, together with BitGo’s Terms & Conditions (the “Terms”) and Privacy Notice (as such is posted on the BitGo website located at https://www.bitgo.com/ and as such may change from time to time), comprise the entire understanding between you and BitGo and supersedes all prior discussions, agreements and understandings, including any previous version of this Agreement, with respect to the subject matter hereto. Section headings in the Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of the Agreement. In the event of any conflict or inconsistency between the Terms and the terms of this Agreement, the terms of this Agreement will control.

25. Amendments

We may amend or modify the Agreement by posting on the BitGo website, online platform or emailing to you the revised provisions. Revisions to the Agreement shall be effective with respect to existing Counterparties thirty (30) calendar days after the date of such posting or email, or such other time (including an earlier date) that is designated in such communication. Your continued use of the Trading Services also shall be deemed your agreement with any such amendment or modification to the Agreement. If you do not agree with any amendment or modification to the Agreement, your sole and exclusive remedy is to terminate your use of the Trading Services.

26. Arbitration

Any dispute arising out of or connected with this Agreement, including a dispute as to the validity or existence of this Agreement and/or this Section, shall be resolved by arbitration with seat (or legal place) in London conducted in the English by three arbitrators pursuant to the rules of the London Court of International Arbitration ("LCIA"), save that:

i) the third arbitrator, who shall act as the presiding arbitrator of the tribunal, shall be nominated by the two arbitrators nominated by or on behalf of the parties. If the third arbitrator is not so nominated within 30 days of the date of nomination of the later of the two party-nominated arbitrators to be nominated, the third arbitrator shall be chosen by the LCIA;

ii) neither party shall be required to give general discovery of documents, but may be required only to produce specific, identified documents which are relevant to the dispute.

You and BitGo hereby expressly waive trial by jury and right to participate in a class action lawsuit or class-wide arbitration.

If requested by any party, the arbitrator will write an opinion containing the reasons for the award. The arbitrator’s decision will be final and binding except for any appeal rights and except that if the amount awarded exceeds $100,000, any party may appeal the award within 30 days to a three-arbitrator panel which will review the award de novo. The costs of such an appeal will be borne by the appealing party regardless of the outcome. Judgment upon any award by the arbitrator may be enforced in any court having jurisdiction.

Nothing in this Agreement will be construed to prevent any party’s use of (or advancement of any claims, defenses, or offsets in) bankruptcy or repossession, replevin, judicial foreclosure or any other prejudgment or provisional remedy relating to any collateral, security or property interests for contractual debts now or hereafter owed by any party to the other under this Agreement.

This arbitration provision applies to all Claims now in existence or that may arise in the future. This arbitration provision will survive the termination of Trading Services and termination of this Agreement as well as voluntary payment in full by you, any legal proceedings by us to collect a debt owed by you or any bankruptcy by you.

27. Severability

If any provision or condition of the Agreement shall be held invalid or unenforceable by any court or regulatory or self-regulatory agency or body, such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected thereby, and the Agreement shall be valid and enforceable as if any such invalid or unenforceable provision or condition were not contained herein.

28. Waiver

Any waivers of rights by BitGo under the Agreement must be expressed in writing and signed by BitGo. A waiver will apply only to the particular circumstance giving rise to the waiver and will not be considered a continuing waiver in other similar circumstances unless the intention to grant a continuing waiver is expressed in writing. Our failure to insist on strict compliance with the Agreement or any other course of conduct on our part shall not be considered a waiver of our rights under the Agreement.

29. Representations, Warranties, and Covenants.

At all times while this Agreement remains in effect, Counterparty represents, warrants, and covenants:

(a) The information relating to Counterparty as provided to BitGo set forth in this Agreement is true and complete in all respects, except to the extent that Counterparty has provided notice of any change to BitGo;

(b) Counterparty operates in full compliance with all applicable laws in each jurisdiction in which Counterparty operates, including without limitation applicable securities and commodities laws and regulations, efforts to fight the funding of terrorism and money laundering, sanctions regimes, licensing requirements, and all related regulations and requirements;

(c) Counterparty either owns or possesses lawful authorization to transact with all virtual asset involved in the Trading Request;

(d) Counterparty will not use any Trading Services for any illegal activity, including without limitation, illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities or any prohibited market practices including without limitation the prohibited uses described in Section 13;

(e) Counterparty is currently and will remain at all times in good standing with all relevant government agencies, departments, regulatory or supervisory bodies in all relevant jurisdictions in which Counterparty does business and Counterparty will immediately notify BitGo if Counterparty ceases to be in good standing with any applicable regulatory authority;

(f) Counterparty will promptly provide such information as BitGo may reasonably request from time to time regarding: (i) Counterparty’s policies, procedures, and activities which relate to the Trading Services in any manner, as determined by BitGo in its sole and absolute discretion; and (ii) any transaction which involves the use of the Trading Services, to the extent reasonably necessary to comply with applicable law, or the guidance or direction of, or request from any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement;

(g) Counterparty has the full capacity and authority to enter into and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Counterparty has full legal capacity and authorization to do so;

(h) All information provided by Counterparty to BitGo in the course of negotiating this Agreement and the on-boarding of Counterparty as BitGo’s customer and user of the Trading Services is complete, true, and accurate in all material respects, including with respect to the ownership of Counterparty, no material information has been excluded; and no other person or entity has an ownership interest in Counterparty except for those disclosed in connection with such onboarding;

(i) Counterparty is not owned in part or in whole, nor controlled by any person or entity that is, nor is it conducting any activities on behalf of, any person or entity that is (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or any other Governmental Authority with jurisdiction over Custodian or its affiliates with respect to U.S. sanctions laws; (ii) identified on the Denied Persons, Entity, or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security or the List of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control (“OFAC”) from time to time; (iii) designated under the Hong Kong United Nations Sanctions Ordinance (“UNSO”) and United Nations (Anti-Terrorism Measures) Ordinance (“UNATMO”); (iv) located, organized or resident in a country or territory that is, or whose government is, the subject of U.S. economic sanctions, including, without limitation, the Crimean, Donetsk, and Luhansk regions of Ukraine, Cuba, Iran, North Korea, or Syria; or (v) the subject of any sanctions administered or enforced by any authority in the the European Union and or Denmark who is responsible for the imposition, administration and/or enforcement of sanctions.

(j) Counterparty represents and warrants that it is not a U.S. person as defined in Rule 902(k) of Regulation S (“Reg S”) under the U.S. Securities Act of 1933. Counterparty understands and agrees that: (i) the offer and sale of virtual assets is made in an offshore transaction (as defined in Rule 902(h) of Reg S); (ii) no directed selling efforts (as defined in Rule 902(c) of Reg S) were made in the United States; (iii) it is not acquiring the virtual asset for the account or benefit of any U.S. Person; (iv) its purchase of virtual assets is not part of a plan or scheme to evade the requirements of the Securities Act; and (v) Counterparty will not receive orders through the Trading Services using representatives located in the US (except to the extent Counterparty is a fiduciary acting solely for the benefit or account of a non-US person);

(k) Counterparty acknowledges that BitGo is not regulated by any governmental or regulatory authority and that nothing in this Agreement shall require BitGo to obtain any authorisations, licenses, permissions, consents or registrations from any governmental or regulatory authority to provide the Trading Services; and

(l) Counterparty bears sole responsibility for ensuring its compliance with any applicable law and regulation and it acknowledges and agrees that BitGo is under no obligation to ensure, assist or support the Counterparty in its compliance with the same.

E-Sign Consent

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with BitGo and your use of the Trading Services. Communications include (i) this Agreement, (ii) any policies published by BitGo with respect to use of the Trading Services, including the Privacy Notice, including updates and amendments thereto; (iii) trading details, history, transaction receipts, confirmations, and any other transaction information; (iv) legal, regulatory, and tax disclosures or statements we may be required to make available to you; and (v) responses to claims or customer support inquiries.

We will provide these Communications to you by posting them on the BitGo Site, and BitGo may also email these Communications to you at the primary email address you have provided, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.

DISCLOSURES

Please note the following disclosures associated with virtual currency:▪ Virtual currency is not legal tender and accounts and value balances are not subject to Investor Compensation Schemes.

▪ Legislative and regulatory changes or actions in Denmark or on an international level may adversely affect the use, transfer, exchange, and value of virtual currency.

▪ Unless expressly provided otherwise, the digital assets we support have not been reviewed or approved by the Securities and Futures Commission or any regulatory authority.

▪ Transactions in virtual currency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.

▪ Some virtual currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the customer initiates the transaction.

▪ The value of virtual currency may be derived from the continued willingness of market participants to exchange fiat currency for virtual currency, which may result in the potential for permanent and total loss of value of a particular virtual currency should the market for that virtual currency disappear.

▪ There is no assurance that a person who accepts a virtual currency as payment today will continue to do so in the future.

▪ The volatility and unpredictability of the price of virtual currency relative to fiat currency may result in significant loss over a short period of time.

▪ The nature of virtual currency may lead to an increased risk of fraud or cyber-attack.

▪ The nature of virtual currency means that any technological difficulties experienced by BitGo may prevent the access or use of a customer’s virtual currency.

▪ Any bond or trust account maintained by BitGo for the benefit of its customers may not be sufficient to cover all losses incurred by customers.

Principal Trading Disclosure

BitGo transacts and makes markets in virtual assets and other instruments (together, “Products”). BitGo conducts these activities strictly as principal. BitGo conducts its principal transactions with you as an arm’s length counterparty and does not act as an agent, fiduciary or financial advisor or in any similar capacity on your behalf in relation to these transactions. Any statements made by or through BitGo’s personnel, its electronic systems or otherwise in the processing or execution of transactions should not be construed or relied upon as recommendations or advice of any nature. We expect you to evaluate the appropriateness of any transaction based on the facts and circumstances relevant to you and your assessment of the transaction’s merits.

Market Making & Conflicts of Interest

BitGo may maintain positions in various Products, whether as the result of trades with, or orders or trade requests received from, you or other counterparties, as part of our hedging strategy, in contemplation of reasonably expected near-term demand or otherwise. BitGo may choose not to hedge or to hedge only a portion of positions that we execute with you, and may unwind or adjust any hedge from time to time in BitGo’s sole discretion, with any profit or loss resulting from such hedging activity, including from the spread, if any, between the price shown to you and the cost to us of the corresponding hedge transaction, accruing solely to BitGo. In all of its communications and transactions with you, including in the handling of requests for firm or indicative quotes, trade requests, placement and execution of orders and all other expressions of interest that may lead to the execution of transactions, there exists the potential that BitGo’s interests may conflict with, diverge from or adversely impact your interests. BitGo’s market making and risk management activities may impact the prices communicated to you for a transaction and the availability of liquidity at levels necessary to execute your orders or trade requests. These activities may also trigger or prevent triggering of stop loss orders, take profit orders, barriers, knock-outs, knock-ins and similar terms or conditions. BitGo may also use information provided to us as principal to effectuate our market making and risk management activities (including for the benefit of our trading positions), to facilitate your and other counterparty transactions and to test or source liquidity.

Pricing Factors

BitGo’s principles provide that prices offered should be fair and reasonable. Any price or spread that you receive will be an “all-in” price or spread that incorporates sales and trading mark-ups or other charges over the price or spread at which BitGo traded or may have been able to trade with its other counterparties. Such prices or spreads may differ from the prices or spreads that BitGo offers to other counterparties. Any firm or indicative price or spread or other terms of a transaction (including whether a spread is greater on the bid or offer side) may vary in BitGo’s discretion, depending on a broad range of factors. These include transaction or counterparty specific factors, including the overall size of the transaction, your previous trading behavior (e.g., transaction size and frequency and trading gains or losses, including whether BitGo anticipates that you will, based on your trading history, be more likely to buy or sell), BitGo’s expenses associated with effecting the transaction (including, among other things, transaction processing costs and venue fees associated with execution), the credit and settlement risks associated with the transaction, operational risks (including the operational stability of the market venue where the transaction will be executed), a profit for BitGo (after taking into consideration the impact on financial resources such as balance sheet, risk weighted assets, liquidity, funding and other items that may impact BitGo’s capital positions) and the nature of our relationship with you including the level of service that we provide to you. In addition, BitGo considers other factors, including prevailing market conditions, BitGo’s risk profile, inventory and risk appetite. BitGo’s provision of principal liquidity is therefore not independent from the interests of BitGo, which may conflict with, diverge from or adversely impact your interests. BitGo may also differentiate pricing by platform or trading venue, which may result in you receiving different prices on different platforms or venues. Factors that may contribute to this differentiation by platform or venue include but are not limited to the conventions of the platform or venue, which may include minimum price increment, parameters for accepting or rejecting orders or trade requests, available order or trade types, underlying technology or latency, fees and other economic considerations, such as historic experience with the platform or venue. BitGo may have a stake in or other relationship with trading venues and clearing systems on which BitGo handles your orders or trade requests and, as a result, may receive financial or other benefits that are not shared with you, including through BitGo’s participation in incentive schemes of such trading venues and clearing systems.

Order Handling

When BitGo accepts an order from you or conveys that it is “working” an order for you, BitGo will attempt, but is not committed, to execute the trade at or near the requested price and/or quantity. BitGo attempts to execute orders when it expects to make an appropriate return on the transaction, taking into account market conditions at the time, its own positions (including inventory strategy and overall risk management strategies), its costs, risks and other business factors and objectives. Neither BitGo’ receipt of an order nor any indication given that BitGo is working an order creates a contract obligating BitGo to execute the order. Where you submit an order which is subject to conditions, the fact that any such conditions are satisfied does not mean that BitGo will complete your transaction at the requested order price or quantity level (after taking into account any spread or similar adjustment reflecting BitGo’s return on the transaction) or that there exists a tradable market at that level. BitGo may receive multiple requests for prices or multiple orders for the same or related Products and may also transact in the same or related Products for the purposes of its market making and risk management activities. BitGo retains discretion as to how to satisfy such competing interests, including with respect to order execution, fill quantity, aggregation, priority and pricing. BitGo is not obligated to disclose to you at any time that we are handling other counterparties’ orders or that we have our own orders trading ahead of, at the same time as, or on an aggregated basis with, your order. BitGo may execute transactions as part of its market making and risk management activities or for the benefit of another counterparty at a price that could satisfy your order, leaving your order unfilled or only partially filled. BitGo may hedge its exposure resulting from orders against internal or external sources of liquidity. Although BitGo is under no obligation to do so, it may, in its sole discretion, aggregate or "bunch" your orders with orders for other counterparties or orders entered into by BitGo in connection with its market making and risk management activities and allocate the investments or proceeds acquired among the participating accounts in a manner that it considers appropriate. If the entire combined order is not executed at the same price, BitGo may blend the prices paid or received and fill the participating accounts at the blended net prices that it elects to assign to each such account, which may result in you receiving a worse price than if your order had been executed on an individual basis. BitGo’s up-to-date Order Execution Policy will be made available to you following your request.

Pre-trade Positioning and Pre-hedging

When you indicate your interest in a potential transaction or provide us with a request to enter into a transaction, BitGo may use that information to engage in pre-hedging and hedging activities, which may include entering into transactions prior to executing your potential transaction or request with a view to facilitating your potential transaction or request. Any transactions entered into by us with a view to facilitating your potential transaction or request will be entered into by BitGo as principal, not as agent for you, could be at different prices from the price at which BitGo executes your transaction, may affect the market price of or liquidity for the Products you are buying and/or selling and may result in profit, or loss, to BitGo.

Venue execution

BitGo has determined that it is in the best interests of its clients to transmit client orders to, and to execute orders on behalf of clients with specific execution venues with access to global execution venues, including market makers that typically offer better prices than public exchanges.We have appointed BitGo Hong Kong Limited to provide this service.

In determining the most appropriate execution venue we have considered the following:

Appointing BitGo Hong Kong Limited enables us to obtain the best possible results on a consistent basis when transmitting orders or executing orders on behalf of customers.
We expect that BitGo Hong Kong Limited will obtain results for our customers that are at least as good as the results we could reasonably expect from using an alternative execution venue or by executing the order ourselves.

BitGo and BitGo Hong Kong Limited shall not receive any remuneration, discount or non-monetary benefit in return for executing on behalf of a client or for routing orders for crypto assets received from clients to a particular crypto-asset execution venue.

These disclosures may be updated from time to time and made available through http://www.bitgo.com together with other important disclosures which you should review to the extent applicable to your relationship with BitGo.

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