Terms of Use of Crypto Custodial Services

Last updated: July 7, 2022

  1. INTRODUCTION
    1. These terms of use of Binance Custody (hereinafter referred to as “these Terms” or “Terms”) is entered into between you (hereinafter referred to as “you” or “your”) and Bifinity UAB (legal entity code: 305595206, registered office address: Didžioji str. 18, Vilnius, the Republic of Lithuania) (hereinafter referred to as “Custodian” or “we”). By accessing, downloading, using or clicking on “I agree” to accept the Services (as defined below) provided by Custodian, you confirm that you have read, understood, accepted and agree to be bound by all of the terms and conditions stipulated in these Terms as well as our Privacy Policy at https://www.binanceinstitutional.com/ltu/en/privacy . In addition, when using some features of the Services, you may be subject to specific additional terms (the “Additional Terms”) and conditions applicable to those features. If you do not agree to any terms and conditions stipulated in these Terms or our Privacy Policy, or any additional applicable terms and conditions, do not access or utilize the Services.
    2. In addition to the Services described in these Terms, the following services (“Additional Services”) may be made available by Custodian at its sole and absolute discretion to Users:
      • Binance Mirror.
    3. The terms and conditions for the Additional Services are agreed by accepting these Terms following the conditions described in article 1.1. If you do not use any Additional Services, then such Additional Services’ terms and conditions will not apply to you. All the provisions of these Terms are applicable for the Additional Services (notably liability clause) unless otherwise expressly provided for in the Additional Terms.
    4. Please read these Terms carefully as they govern your use of the Services. These Terms explain many of your responsibilities to us and our responsibilities to you, how and when these Terms can be terminated and the extent of your and our liability. The Terms, which are currently in force, are always available on https://www.binanceinstitutional.com/ltu/en/terms . We urge you to make a copy of these Terms for future reference as they may change from time to time.
    5. For the purposes of the provision of the Services to you, we (Custodian) may, in our absolute and sole discretion, engage any third party. However, in case of any such engagement, we (Custodian) shall at all times remain responsible to you for the provision of the Services. Third parties to which we outsource may be published on our Website, mobile application or elsewhere. However, all third parties to which we outsource shall have relations with us (Custodian) only and you are neither a party to such of our outsourcing agreements with third parties nor have any rights or obligations towards such third parties engaged by us.
    6. CUSTODIAN IS REGISTERED WITH THE REGISTER OF LEGAL ENTITIES OF THE REPUBLIC OF LITHUANIA AS A CUSTODIAN WALLET PROVIDER. HOWEVER, VIRTUAL ASSETS (AS DEFINED BELOW) ARE NOT CURRENTLY REGULATED PRODUCTS BY ANY AUTHORITY IN THE REPUBLIC OF LITHUANIA AND THEREFORE (1) CUSTODIAL SERVICES OF VIRTUAL ASSETS PROVIDED BY CUSTODIAN ARE NOT SUBJECT TO ANY FINANCIAL SERVICES LICENSES; AND (2) CUSTODIAN IS NOT AUTHORIZED AS A FINANCIAL INSTITUTION PROVIDING ANY LICENSED FINANCIAL SERVICES. AS A CONSEQUENCE, PLEASE BE INFORMED THAT REGULATORY PROTECTIONS ASSOCIATED WITH FINANCIAL SERVICES WHICH ARE SUBJECT TO AUTHORIZATION SUCH AS INVESTOR OR DEPOSIT PROTECTION SCHEMES ARE NOT AVAILABLE TO YOU IN RELATION TO THE SERVICES WHICH ARE SUBJECT TO THESE TERMS.

      AS WITH ANY ASSET, THE VALUE OF VIRTUAL ASSETS MAY FLUCTUATE SIGNIFICANTLY AND THERE IS A SUBSTANTIAL RISK OF ECONOMIC LOSSES WHEN HOLDING VIRTUAL ASSETS. BY MAKING USE OF THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT: (1) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH TRANSACTIONS RELATING TO VIRTUAL ASSETS; (2) YOU SHALL ASSUME ALL RISKS RELATING TO THE USE OF THE SERVICES AND ANY TRANSACTIONS RELATING TO VIRTUAL ASSETS; AND (3) CUSTODIAN SHALL NOT BE LIABLE FOR ANY SUCH RISKS ATTACHED THERETO OR ADVERSE OUTCOMES.
  2. Definitions
    1. Additional Regulations:
      refer to all rules, interpretations, guidelines, circulars, announcements, statements, letters of consent and other contents that have been and will be subsequently released by Custodian, as well as all regulations, implementation rules, Service process descriptions, and announcements published in the Binance Announcement Center or within Service processes.
    2. AML/CTF:
      means anti-money laundering and counter-terrorism financing.
    3. Custodial Account or Account:
      refers to the foundational segregated virtual custody accounts, including main accounts and subaccounts, which are opened, controlled and secured by Custodian to store certain supported Virtual Assets on the Users’ behalf and/or for Users to record their usage of Services, transactions and basic information.
    4. Business Day:
      refers to any day except any Saturday, any Sunday, or any day which is a national legal holiday in the Republic of Lithuania.
    5. EUR:
      means the lawful currency of the member states of the European Union which have adopted the single currency in accordance with the relevant provisions of the Treaty on European Union and the Treaty on the Functioning of the European Union or their succeeding treaties.
    6. Services:
      refer to Virtual Assets custodial services provided to you by Custodian that are based on Internet and/or blockchain technologies and offered via Website, mobile applications, and other forms (including new ones enabled by future technological development). Specifically, Services include one or more supported Virtual Assets wallets enabling you to receive, store, convert and transfer your balances of supported Virtual Assets.
    7. Users:
      refer to all persons that use Services and who meet the eligibility criteria and conditions stipulated by Custodian.
    8. Virtual Assets:
      refers to any digital representation of value that can be digitally traded, transferred or used for payment. It does not include the digital representation of fiat currencies.
    9. Website:
      refers to our website https://www.binanceinstitutional.com/ltu including all its sub-domains.
  3. General Provisions
    About These Terms
    1. Contractual Relationship

      These Terms constitute a legal agreement and create a binding contract between you and Custodian.
    2. Supplementary Terms

      Due to the rapid development of Virtual Assets and Custodian, these Terms between you and Custodian do not enumerate or cover all rights and obligations of each party, and do not guarantee full alignment with needs arising from future development. Therefore, CUSTODIAN’S PRIVACY POLICY, ADDITIONAL REGULATIONS, AND ALL OTHER AGREEMENTS ENTERED INTO SEPARATELY BETWEEN YOU AND CUSTODIAN ARE DEEMED SUPPLEMENTARY TERMS THAT ARE AN INTEGRAL PART OF THESE TERMS AND SHALL HAVE THE SAME LEGAL EFFECT. YOUR USE OF SERVICES IS DEEMED YOUR ACCEPTANCE OF THE ABOVE SUPPLEMENTARY TERMS. IF YOU DO NOT AGREE TO ANY OF THE SUPPLEMENTARY TERMS, DO NOT ACCESS OR UTILIZE THE SERVICES.
    3. Changes to these Terms

      Custodian reserves the right to change or modify these Terms in its absolute and sole discretion at any time. Custodian will notify Users of such changes by updating the Terms on the Website/mobile application and modifying the “Last Updated” date displayed on the relevant page.

      ANY AND ALL MODIFICATIONS OR CHANGES TO THESE TERMS WILL BECOME EFFECTIVE UPON PUBLICATION ON THE WEBSITE AND/OR MOBILE APPLICATION AND/OR RELEASE TO USERS. THEREFORE, YOUR CONTINUED USE OF SERVICES IS DEEMED YOUR ACCEPTANCE OF THE MODIFIED TERMS AND MODIFIED SUPPLEMENTARY TERMS. IF YOU DO NOT AGREE TO ANY CHANGES TO THESE TERMS OR ANY SUPPLEMENTARY TERMS, YOU MUST STOP USING SERVICES IMMEDIATELY. YOU ARE RECOMMENDED TO FREQUENTLY REVIEW THE TERMS AND SUPPLEMENTARY TERMS TO ENSURE YOUR RELEVANT UNDERSTANDING OF THE TERMS AND SUPPLEMENTARY TERMS THAT APPLY TO YOUR USE OF SERVICES.
    4. Prohibition of Use

      BY ACCESSING AND USING SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE NOT BEEN INCLUDED IN ANY TRADE EMBARGOES OR ECONOMIC SANCTIONS LIST (SUCH AS THE UNITED NATIONS SECURITY COUNCIL SANCTIONS LIST), THE LIST OF SPECIALLY DESIGNATED NATIONALS MAINTAINED BY OFAC (THE OFFICE OF FOREIGN ASSETS CONTROL OF THE U.S. DEPARTMENT OF THE TREASURY), OR THE DENIED PERSONS OR ENTITY LIST OF THE U.S. DEPARTMENT OF COMMERCE. CUSTODIAN RESERVES THE RIGHT TO CHOOSE MARKETS AND JURISDICTIONS TO CONDUCT BUSINESS, AND MAY RESTRICT OR REFUSE, IN ITS ABSOLUTE AND SOLE DISCRETION, THE PROVISION OF SERVICES IN CERTAIN COUNTRIES OR REGIONS.
  4. Interpretation
    1. In these Terms:
      1. a singular word includes the plural and vice versa;
      2. a word which suggests one gender includes the other gender;
      3. if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
      4. a reference to a document or an agreement (including a reference to this document) is to that document or agreement as amended, supplemented, varied or replaced;
      5. a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it; and
      6. words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.
  5. In General
    1. As further detailed in Article 6 below, Users must register and open an Account with Custodian in order to use our Services.
    2. Although Custodian has been committed to maintaining the accuracy of the information provided through Services, Custodian cannot and does not guarantee its accuracy, applicability, reliability, integrity, performance or appropriateness, nor shall Custodian be liable for any loss or damage that may be caused directly or indirectly by your use of these contents. The information about Services may change without notice, and the main purpose of providing such information is to help Users make independent decisions. Custodian does not provide investment or consulting advice of any kind, and is not responsible for the use or interpretation of information on Custodian or any other communication medium. All Users of Services must understand the risks involved in dealing and holding Virtual Assets.
    3. All Users must:
      1. act in good faith and adhere to these Terms, any Additional Regulations as well as other provisions governing the use of our Services, and timely as well as properly fulfill their obligations to us;
      2. provide us with information, documents and data which is accurate, correct, up to date, not misleading and free of viruses or other computer programs or files that could interfere with the normal functioning of the Account and/or Services and/or related applications;
      3. promptly (not later than on the same Business Day (in case of non-Business Day, on the next earliest Business Day) as soon as you become aware of that) notify us of improperly provided Services, of loss, theft, unauthorized use or illegal acquisition of the Account login data, and also of loss of your Virtual Assets held with Custodian;
      4. promptly (not later than on the same Business Day (in case of non-Business Day, on the next earliest Business Day) as soon as you become aware of that) report to us any suspicions about compliance with these Terms and not carry out any transactions in Virtual Assets held with us until we instruct otherwise;
      5. take all reasonable measures necessary to prevent illegal disclosure, appropriation, or use of your data related to transactions in Virtual Assets;
      6. at all times comply with all applicable laws and regulations.
    4. We reserve the right to exercise our discretion at any time to develop, improve, and otherwise modify the Website and/or mobile application and/or the applications comprising your Account or other programs related to our Services provision, the functions and functionality of the Website and/or of our mobile application and/or of our system, including, but not limited to quantity of functions (by both increasing and decreasing it), their scope (by both increasing and decreasing it), procedure for use of the Services, scope of data required for your identification and identification procedures etc. If needed and possible, at our absolute and sole discretion we may decide to publish information about the changes indicated in this Article on the Website and/or our mobile application. We assume no responsibility for any losses and inconveniences suffered by you and/or any third parties, which may be sustained as a result of exercising our right indicated in this Article, or we are released from such responsibility.
  6. Account Registration and Requirements
    1. Registration
      1. All Users must complete their Account registration before getting access to Services. Application for Account registration may be submitted through the Binance Custody: Crypto Storage mobile application. Alternatively, Users may ask us to contact them by submitting a request through the Contact Us form available on the Website.
      2. When you register an Account, you must provide us with the requested information and documents, and accept these Terms, the Privacy Policy and any Additional Regulations. In case of third party representation, the representative must provide us with documents proving his authorization.
      3. You agree to provide complete and accurate information when opening an Account, and agree to notify us immediately, no later than within 10 (ten) calendar days, of any changes to any information you have provided to us in connection with these Terms and/or of any circumstances that have or are likely to have a negative impact on the due discharge of your obligations to us and/or of any circumstances that are material for the performance of these Terms, e. g. names of authorized persons, your name/title, code, registered office address, place and nature of business, email address, shareholders’ structure, restructuring, bankruptcy or liquidation proceedings, etc. At our request, you must submit any documents (originals, duly certified paper copies or scanned copies or in any other form requested by us) supporting such changes in information or circumstances, irrespective of whether such information or documents have been provided to public registers.
      4. Custodian may, in its absolute and sole discretion and without specifying any reasons, refuse to open an Account for you. 
    2. Eligibility, Warranties and Representations
      1. By registering to use an Account and Services, you represent and warrant that:
        1. you have read and commit to be bound by these Terms;
        2. as a legal person, or other organization, you have full legal capacity and sufficient authorizations to enter into these Terms. If you act as an employee or agent of a legal entity, and enter into these Terms on a legal entity’s behalf, you represent and warrant that you have all the necessary rights and authorizations to bind such legal entity;
        3. as a legal person or other organization, you are duly established and operate in a country in which our Services are legally accessible;
        4. you have not been previously suspended or removed from using Services;
        5. you have no tax reporting requirements deriving from the laws of the U.S. as well as you are not an Ontario (Canada)-based person; nor are you acting on behalf of such persons; nor you or a person you represent reside/is incorporated in a country in which our Services are not legally accessible;
        6. your financial status allows you to accept the risks relating to Virtual Assets;
        7. you have provided accurate and complete information and documents requested by us;
        8. your use of Services will not violate any and all laws and regulations applicable to you, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing;
        9. you will not use / intend to use the Services for anything that is unlawful, abusive, malicious or that could disable, overburden, or impair the proper working of the Services or may hurt our reputation or otherwise pose any threat to us;
        10. at all times you comply with these Terms, any Additional Regulations as well as all applicable laws and regulations;
        11. any and all actions (transactions) performed by you using your Account or our Services, the use of our other services and/or discharge of other provisions of these Terms shall be valid and shall have the same legal effect as the actions (transactions) formalized by a paper document signed by you, and if you are acting on behalf of a legal entity, then also by a paper document signed by you and endorsed with the stamp or seal of such entity, if any;
        12. you have enough knowledge relating to Virtual Assets to use our Services, and understand that you are solely responsible for determining the nature, potential value, suitability, risks and appropriateness of our Services;
        13. any Virtual Assets held by you as a result of the provision of our Services to you are owned by you and are derived from legitimate sources.
      2. By registering to use an Account and Services, you represent and warrant that all of the above is true and accurate on the day of registering to use an Account and Services and shall remain true and accurate until you cease to use our Services.
      3. To the extent permitted by law we do not warrant the reliability, availability, accuracy or completeness of information on the Website, our mobile application and your Account. All information is provided “as is” without warranty of any kind, express or implied.
      4. We do not warrant that the functions contained in the Account and Services will meet your requirements or that the operation of Account and Services will be uninterrupted or error free.
    3. User Identity Verification
      1. Your registration of an account with Custodian will be deemed your agreement to provide required personal information for identity verification. Such information will be used to verify Users’ identity, identify traces of money laundering, terrorist financing, fraud and other financial crimes through Custodian, or for other lawful purposes stated by Custodian.
      2. We will collect, use, disclose, process and share such information in accordance with our Privacy Policy.
      3. In addition to providing such information, you agree to allow us to keep a record of that information during the period for which your account is active and for eight (8) years after your account is closed, in compliance with global industry standards on data storage. You also authorize us to conduct necessary investigations directly or through a third party to verify your identity or protect you and/or us from financial crimes, such as fraud. The information we require to verify your identity may include, but is not limited to, your name/title, email address, contact information, phone number, username, and other information and documents collected during Account registration. When providing the required information and documents, you confirm they are true and accurate.
      4. In order for you to get access to our Services, we have to be satisfied with the outcome of any identity, fraud and background checks including all other AML/CTF checks which we will conduct in relation to you at any time during the term of your relationship with us.
      5. AFTER REGISTRATION, YOU MUST ENSURE THAT THE INFORMATION IS TRUE, COMPLETE, AND TIMELY (AS DESCRIBED IN ARTICLE 6.2.2 ABOVE) UPDATED WHEN CHANGED.
      6. IF THERE ARE ANY GROUNDS FOR BELIEVING THAT ANY OF THE INFORMATION OR DOCUMENTS YOU PROVIDED ARE INCORRECT, FALSE, OUTDATED OR INCOMPLETE, CUSTODIAN RESERVES THE RIGHT TO SEND YOU A NOTICE TO DEMAND CORRECTION, DIRECTLY DELETE THE RELEVANT INFORMATION, AND, AS THE CASE MAY BE, TERMINATE ALL OR PART OF SERVICES WE PROVIDE TO YOU.
      7. IF WE ARE UNABLE TO REACH YOU WITH THE CONTACT INFORMATION YOU PROVIDED, YOU SHALL BE FULLY LIABLE FOR ANY LOSS OR EXPENSE CAUSED TO CUSTODIAN AS A DIRECT OR INDIRECT RESULT OF THAT INABILITY.
      8. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE THE OBLIGATION TO UPDATE ALL THE INFORMATION, IF THERE IS ANY CHANGE, IN A TIMELY MANNER, AS DESCRIBED IN ARTICLE 6.2.2 ABOVE.
      9. BY REGISTERING FOR ACCOUNT, YOU HEREBY AUTHORIZE CUSTODIAN TO CONDUCT INVESTIGATIONS AT ANY TIME DURING THE EXECUTION OF THESE TERMS THAT CUSTODIAN CONSIDERS NECESSARY, EITHER DIRECTLY OR THROUGH A THIRD PARTY, TO VERIFY YOUR IDENTITY OR PROTECT YOU, OTHER USERS AND/OR CUSTODIAN FROM FRAUD OR OTHER FINANCIAL CRIMES, AND TO TAKE NECESSARY ACTIONS BASED ON THE RESULTS OF SUCH INVESTIGATIONS. YOU ALSO ACKNOWLEDGE AND AGREE THAT YOUR PERSONAL INFORMATION MAY BE DISCLOSED TO CREDIT BUREAUS AND AGENCIES FOR FRAUD PREVENTION OR FINANCIAL CRIME PREVENTION, WHICH WE MAY RETAIN TO ASSIST WITH THE INVESTIGATIONS.
      10. We shall be entitled to terminate a business relationship with you and/or a legal entity you represent at any time if we determine that we are not satisfied with the outcome of any identity, fraud and background checks including all other AML/CTF checks.
    4. AML/CTF requirements
      1. You will need to complete certain AML/CTF verification procedures before you are permitted to start using our Services.
      2. We seek to comply with all relevant legal requirements in the field of AML/CTF. For the purposes of know-your-customer, it is necessary for us to obtain from you and retain the required documents, information and data confirming your identity and/or the identity of a legal entity you represent and any other relevant documents and/or information.
      3. We shall perform an identification and a risk assessment procedure of/on you and/or a legal entity you represent.
      4. For the purpose of identification and risk assessment, you must submit to us the required information and documents. We shall have the right to take other legitimate measures for the purpose of identification and risk assessment of you and/or a legal entity you represent. Failure to submit required information and/or documents or provision of incorrect or incomplete information and documents, or failure to comply with our other instructions will result in our Services being unavailable to you.
      5. At the moment of establishing a business relationship with us and/or before and/or after the execution of any particular transaction in Virtual Assets, we shall have the right to demand from you any documents and/or information, including, but not limited to those confirming the legal grounds as well as sources (origin) of your Virtual Assets and other assets and the purpose and planned nature of your business relationships with us, the nature of business and management (shareholding) structure of a legal entity you represent, beneficial owners and/or other documents and information to the extent necessary for us to adequately fulfill the requirements of relevant legal acts in the field of AML/CTF.
      6. You may also be required to undergo additional (enhanced) due diligence, where we may request that you submit additional information about yourself or your business, provide relevant records, and arrange for meetings with our staff so that we may, among other things, establish the source of your wealth and source of Virtual Assets for any transactions carried out in the course of your use of our Services. We reserve the right to charge you costs and fees associated with such additional due diligence.
      7. We shall have the right to restrict or terminate the provision of our Services if, before and/or after the execution of any particular transaction in Virtual Assets, you do not submit to us or avoid, or refuse to submit to us the requested documents and/or information, or conceal the requested documents and/or information, or provide incorrect or incomplete requested information, or otherwise fail to comply with any other instructions we give.
      8. We shall have the right to verify the information provided by you using reliable and independent sources of information and other lawful methods. You authorize us to make enquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such enquiries. You acknowledge and agree that we may disclose your personal information to credit reference, fraud prevention or financial crime agencies which we use to assist with the enquiries. This is an identity check only and should have no adverse effect on your credit rating. Additionally, we may require you to wait for some amount of time after the completion of a transaction before permitting you to use further Services and/or before permitting you to engage in transactions beyond certain volume limits.

      9. We shall perform monitoring of your transactions and in the case of a suspicious and/or unusual operation or transaction, we shall have the right to suspend it, including, but not limited to, the suspension or withdrawal of your Virtual Assets, for a certain period of time. In that case, we shall not be liable to you for any default on any contractual obligations and/or for any damages or losses sustained by you.
      10. We shall have a general duty to report any suspicious activity identified during the business relationship with you to the relevant authorities as well as other reporting duties deriving from relevant legal acts. We shall not be liable to you for the execution of such duties.

      11. We shall be entitled to terminate a business relationship with you and/or a legal entity you represent at any time if we determine that continuing such a business relationship with you and/or a legal entity you represent exposes us to a money laundering and/or terrorist financing risk that we no longer deem acceptable.
    5. Account Usage Requirements

      The Account can only be used by the account registrant. Custodian reserves the right to suspend, freeze or cancel the Accounts if used by persons other than account registrant. If you suspect or become aware of any unauthorized use of your Account, you should notify us immediately. Custodian assumes no liability for any loss or damage arising from the use of Account and Services by you or any third party with or without your authorization.
    6. Account Security
      1. Custodian has been committed to maintaining the security of Virtual Assets entrusted to Custodian by User and has implemented industry standard protection for Services. However, the actions of individual Users may pose risks.
      2. You shall agree to treat your access credentials (such as username and password) as confidential information, and not to disclose such information to any third party. You also agree to be solely responsible for taking the necessary security measures to protect your Account and personal information.
      3. You are responsible for keeping the electronic device through which you access our Services safe and maintaining adequate security and control of any and all security details that you use to access our Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of such an electronic device and ensuring that such an electronic device is both encrypted and password protected.
      4. Any loss or compromise of your electronic device or your security details may result in unauthorized access to your Account by third parties and the loss or theft of any of your Virtual Asset. You must always keep your security details safe. For example, you should not write them down or otherwise make them visible to others.
      5. You are solely responsible for keeping your Account and password safe, and are responsible for all the transactions under your Account. Custodian assumes no liability for any loss or consequences caused by authorized or unauthorized use of your account credentials, including but not limited to information disclosure, information release, etc. You are fully responsible for any possible adverse consequences.
      6. We may stop or suspend the use of your Account if we believe that the security of your Account is compromised or we suspect that there has been unauthorized or fraudulent use of your Account. We shall not be held liable for your losses incurred as a result of blocking your access to your Account and shall not be liable to pay to you any damages or compensation in these circumstances.
      7. By creating the Account, you hereby agree that:
        1. you will notify us immediately if you are aware of any unauthorized use of your Account or any other violation of security rules;
        2. you will strictly abide by all mechanisms or procedures of Custodian regarding security and authentication; and
        3. you will take appropriate steps to log out from your Account at the end of each visit.
    7. Login to your Account
      1. Login to your Account requires verification of your email, access credentials such as username, password as well as successful completion of two factors authentication. More information on this may be found on our mobile application.
      2. Users are solely responsible for keeping electronic devices through which our Services are accessed safe and maintaining adequate security and control of any and all security details that are used to access our Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of said electronic devices and ensuring that said electronic devices are encrypted and password protected. Any loss or compromise of personal electronic devices or security details may result in unauthorized access of a User’s Account by third parties and the loss or theft of any Virtual Asset held therein. Custodian shall not be responsible and liable for any such adverse consequences.
    8. Services
      1. Upon completion (up to Custodian’s satisfaction) of the registration and identity, AML/CTF verifications for your Account, you may use Services in accordance with the provisions of these Terms (including Additional Regulations and other individual agreements). Custodian, in its sole absolute discretion, has the right to:
        1. provide, modify or terminate any Services; and
        2. allow or prohibit any Users’ use of any Services.
      2. For the purposes of Services’ provision, you authorize us to take any and all actions that we find necessary or desirable to provide our Services to you and to comply with any applicable law and these Terms.
      3. We shall reserve the right to set at any time the minimum and the maximum amounts of Virtual Assets to be received, stored, converted and transferred in a given period by indicating such restrictions on the Website and/or mobile application and/or your Account.
      4. The amount of time required to process a receipt or transfer transaction in Virtual Assets will depend on various factors, including the performance of third parties. Once submitted to a Virtual Assets network, a Virtual Asset transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Virtual Asset network. A Virtual Asset transaction is not complete while it is in a pending state. Virtual Assets associated with Virtual Assets transactions that are in a pending state will be still shown in your balance of Virtual Asset with Custodian (until Virtual Assets transaction is completed) – please be aware of this while checking your current balance. We make no guarantee as to when the received Virtual Assets will appear in your Account as well as when the transferred Virtual Assets will reach the payee.
      5. All risks arising from any transactions in Virtual Assets will be your sole responsibility.
  7. Service Usage Guidelines
    1. License
      1. Provided that you comply with the express terms and conditions stated in these Terms, Custodian grants you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access and use Services through your computer or Internet compatible devices for your personal/internal purposes.
      2. You are prohibited to use Services for resale or commercial purposes, including holding Virtual Assets on behalf of other persons or entities, unless you are their authorized representative and this is properly disclosed to us. The above acts are expressly prohibited and constitute a material violation of these Terms. The content layout, format, function and access rights regarding Services should be stipulated at the discretion of Custodian. Custodian reserves all rights not expressly granted in these Terms. Therefore, you are hereby prohibited from using Services in any way not expressly authorized by these Terms.
      3. These Terms only grant a limited license to access and use Services. Therefore, you hereby agree that when you use Services, Custodian does not transfer Services or the ownership of intellectual property rights of any of the Custodian’s intellectual property to you or anyone else. All the text, graphics, user interfaces, visual interface, photos, sounds, process flow diagrams, computer code (including HTML code), programs, software, products, information and documents, as well as the design, structure, selection, coordination, expression, look and feel, and layout of any content included in the Services or provided through the Services, are exclusively owned, controlled and/or licensed by Custodian or related companies, licensors or affiliates.
      4. Custodian owns any feedback, suggestions, ideas, or other information or materials (hereinafter collectively referred to as “Feedback”) about Custodian or Services that you provide through email, Services, or other ways. You hereby transfer all rights, ownership and interests of the Feedback and all related intellectual property rights to Custodian. You have no right and hereby waive any right to acknowledgment of or compensation based on any Feedback or any modifications arising directly or indirectly from any Feedback.
    2. Restriction
      1. When you use Services, you agree and undertake to comply with the following provisions:
        1. during the use of Services, all activities you carry out must comply with the requirements of applicable laws and regulations, these Terms, and various guidelines of Custodian;
        2. Your use of Services should not violate public interests, public morals, or the legitimate interests of others, or interfere with, disrupt, negatively affect, or prohibit other Users from using Services;
        3. Without prior written consent from Custodian, you may not modify, replicate, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any copyright statement or label, or license, sub-license, sell, mirror, design, rent, lease, private label, grant security interests in the properties or any part of the properties, or create their derivative works or otherwise take advantage of any part of the properties;
        4. you may not (i) use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of the properties, or replicate or bypass the navigational structure or presentation of Services in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided through Services; (ii) attempt to access any part or function of the properties without authorization, or connect to Services or any Custodian’s servers or any other systems or networks of any Services provided through the Services by hacking, password mining or any other unlawful, abusive or prohibited means; (iii) probe, scan or test the vulnerabilities of Services or any network connected to the properties, or violate any security or authentication measures on Services or any network connected to Services; (iv) reverse look-up, track or seek to track any information of any other Users or visitors of Services; (v) take any actions that impose an unreasonable or disproportionately large load on the infrastructure of systems or networks of Services or Custodian, or the infrastructure of any systems or networks connected to Services; (vi) use any devices, software or routine programs to interfere with the normal operation of Services or any transactions on Services, or any other person’s use of Services; (vii) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to Custodian, or (viii) use Services in an illegal way.
      2. By accessing Services, you agree that Custodian has the right to investigate any violation of these Terms, unilaterally determine whether you have violated these Terms, and take actions under relevant regulations without your consent or prior notice. Examples of such actions include, but are not limited to:
        1. blocking and closing order requests for the transfer of your Virtual Assets;
        2. freezing your account and related Virtual Assets;
        3. reporting the incident to the authorities;
        4. publishing the alleged violations and actions that have been taken;
        5. deleting any information you published that are found to be violations.
      3. It is strictly prohibited to use any of the Services for any of the following:
        1. to conduct or engage in any illegal or unlawful activity;
        2. to hide or disguise the proceeds of any illegal or unlawful activity;
        3. to engage in any fraudulent or malicious activity;
        4. to control or use an Account that is not yours;
        5. to allow anyone who is not a duly authorized person to have access to or use your Account;
        6. to act in a way which imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any our system, data, or information;
        7. to transmit or upload any material to our system or the Website or the mobile application that contains viruses, trojan horses, worms, or any other harmful or deleterious programs;
        8. to attempt to gain unauthorized access to our system or the Website or the mobile application, Accounts of other Users, computer systems or networks connected to our system or the Website or the mobile application, through password mining or any other means;
        9. to use the Account information of another User to access or use our system or the Website or the mobile application;
        10. to infringe on our proprietary intellectual property;
        11. to conduct or engage in activity in a way that we reasonably believe might harm our ability to provide our Services;
        12. to engage in any other use or activity that breaches these Terms or is not in conformity with sustainable activities of Custodian, ensuring of human rights, transparency, gender equality, moral and ethics, or other activity deemed unacceptable by Custodian.
      4. We reserve the right, without any prior notice or explanation, to refuse any person from using our Services or to terminate an existing relationship with anyone if we have a reasonable doubt that the activity being carried out by that person/you is in violation of the prohibitions specified in this Article 7.
      5. We also reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request.
  8. Receiving Virtual Assets
    1. Upon completion of the registration and identity, AML/CTF verifications for your Account, you may receive supported Virtual Assets to your dedicated deposit wallet address with Custodian in accordance with the provisions of these Terms and Additional Regulations.
    2. Each User has his dedicated deposit wallet address, which is visible on Account (deposit page of Custodian mobile application).
    3. Each User can choose to have multiple deposit wallets.
    4. User, having noticed that Virtual Assets have been credited to its Account by mistake or in other ways that have no legal basis, is obliged to immediately notify Custodian. User has no right to dispose of Virtual Assets that do not belong to him and must follow Custodian’s instructions with respect to any Virtual Assets received without legal basis. 
  9. Storing Virtual Assets
    1. User’s Virtual Assets shall be held and stored by Custodian. Custodian may rely on technology and a platform provided by a third party. Any relations regarding holding and storing User’s Virtual Assets shall be between a User and Custodian only.
    2. User may store different supported Virtual Assets with Custodian. By keeping different Virtual Assets, User undertakes responsibility for possible depreciation of different Virtual Assets due to changes in Virtual Asset exchange rates and shall not have a right to raise claims against Custodian in this respect. The list of currently supported Virtual Assets is available at the dashboard of the mobile application.
    3. In order to check the current balance of Virtual Assets, User should log in to their Account.
    4. If any type of Virtual Asset is going to be delisted, Custodian, if possible, will give advance notice to the User to transfer/withdraw their Virtual Assets that are subject to delisting. If User does not transfer/withdraw their Virtual Assets that are subject to delisting by the time specified in Custodian’s advance notice, then Custodian shall have the right to convert such Virtual Assets into Binance USD based on predefined 7-days average price on CoinMarketCap.
  10. Converting Virtual Assets
    1. A User may convert a Virtual Asset to another Virtual Asset from their Account. The list of currently supported Virtual Assets is available at the dashboard of the mobile application. For the avoidance of doubt, a User cannot convert Virtual Assets to fiat currencies.  
    2. In order for a User to initiate the conversion of their Virtual Assets, User has to submit a request for a conversion on their Account. The request for a conversion must specify the specific Virtual Asset to be converted, the exact amount of Virtual Asset to be converted, and the specific Virtual Asset after conversion. A User will be provided with a quote on the requested conversion before submission. Custodian may without indicating any reasons refuse to execute the request for a conversion of a User’s Virtual Assets.  
  11. Transferring Virtual Assets
    1. In order for a User to initiate the transfer of their Virtual Assets with Custodian, User has to submit a request for a transfer on their Account. Request for a transfer must specify the Virtual Asset and the exact amount to be transferred, payee wallet address and other details that we request from you. Once the request for transfer is approved by Custodian, the transfer transaction cannot be canceled, reversed or changed and will take place on the blockchain (will be broadcast to the relevant Virtual Asset network).
    2. We will process transfers in accordance with the requests we receive from you – please verify all transaction information prior to submitting requests for transfer to us. We do not guarantee the identity of any User, receiver, requestee or other third party and we will have no liability or responsibility for ensuring that the information you provide is accurate and complete.
    3. Custodian may, without indicating any reasons, refuse to execute the request for a transfer of your Virtual Assets. We may also refuse to process or cancel any pending Virtual Asset transaction as required by law, regulation or any court or other authority to which Custodian is subject in any jurisdiction, for instance, including but not limited to instances where there is suspicion of money laundering, terrorist financing, fraud, or any other financial crime.
    4. User acknowledges and agrees that during the provision of Services, User’s Virtual Assets that are allocated to be transferred may, for the purposes of Virtual Assets’ transfer, be commingled with other Users’ Virtual Assets to be transferred.
    5. Transactions in Virtual Assets are irreversible and User is fully responsible for specifying the correct wallet address of payee - User who made a transfer in Virtual Assets bears all risks of losses attached thereto. Custodian cannot retrieve the Virtual Assets if User erroneously transfers its Virtual Assets into the wrong wallet address. We take no responsibility and no liability for transfers erroneously made by Users.
  12. Fees
    1. We shall charge you and you agree and undertake to pay us the fees for our Services as specified in a separate fees letter.
    2. Custodian may, in its absolute and sole discretion, update the fees for Services at any time. Any updated fees for Services will apply to any of your use of Services that occurs following the effective date of the updated fees. If no effective date of the updated fees is specified, then the updated fees come into force immediately upon their publication. By continuing to use the Services, you agree and undertake to pay us the updated fees.
    3. You authorize Custodian to deduct from your Virtual Assets held by Custodian any applicable fees that you owe to Custodian.
    4. Please ensure that the required fees due from you are available to us on the due date. If you do not have enough Virtual Assets to pay the fees or any other amounts due, we reserve the right to suspend the provision of our Services to you until such fees/amounts due will be paid to us.
  13. Supported Virtual Assets
    1. Our Services are available only in connection with those Virtual Assets that we support, and this may change from time to time. User should inquire Custodian as to the specific Virtual Assets supported by Custodian.
    2. Under no circumstances should you attempt to use your Account to receive, store or transfer Virtual Assets in any form that we do not support. We assume no responsibility or liability in connection with any attempt to use your Account for Virtual Assets that we do not support. You acknowledge and agree that we bear no responsibility and are not liable for any unsupported Virtual Assets that are sent to a wallet associated with your Account.
    3. We may in our absolute and sole discretion terminate support for any Virtual Asset. We will provide you no less than 7 calendar days’ notice via email to announce the end of such support. If you do not transfer such Virtual Asset from your Account during this time, we reserve the right to withdraw such Virtual Assets from your Account and credit your account with the market value of a supported Virtual Asset (which denomination will be selected in our absolute and sole discretion).
    4. Please note that supported Virtual Assets exclude all other protocols and/or functionality which supplement or interact with the supported Virtual Asset. This exclusion includes but is not limited to: metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins or other functionality, such as staking, protocol governance, and/or any smart contract functionality, which may supplement or interact with a supported Virtual Asset. Do not use your Account to attempt to receive, store, transfer or engage in any other type of transaction or functionality involving any such supplemental protocols, as the Account is not configured to detect, secure, or process these transactions and functionalities. Any attempted transactions in such items will result in loss of the item.
    5. You acknowledge and agree that supplemental protocols are excluded from supported Virtual Asset and that we have no liability for any losses related to supplemental protocols.
  14. Virtual Asset Protocols
    1. We do not own or control the underlying software protocols which govern the operation of Virtual Assets supported by us. Generally, the underlying protocols are ‘open source’ and anyone can use, copy, modify, and distribute them.
    2. We assume no responsibility for the operation of the underlying protocols and we are not able to guarantee the functionality or security of network operations. You acknowledge and accept the risk that underlying software protocols relating to any Virtual Asset you store in your Account may change.
    3. In particular, the underlying protocols are likely to be subject to sudden changes in operating rules (including “forks”). Any such material operating changes may materially affect the availability, value, functionality, and/or the name of the Virtual Asset you store in your Account. We do not control the timing and features of these material operating changes. It is your responsibility to make yourself aware of upcoming operating changes and you must carefully consider publicly available information and information that may be provided by Custodian in determining whether to continue to transact in the affected Virtual Asset using your Account. In the event of any such operational change, we reserve the right to take such steps as may be necessary to protect the security and safety of Virtual Assets held on Accounts, including temporarily suspending operations for the involved Virtual Asset, and other necessary steps; we will use our best efforts to provide you notice of our response to any material operating change; however, such changes are outside of our control and may occur without notice to us. Our response to any material operating change is subject to our absolute and sole discretion and includes decisions not to support any new Virtual Asset, fork, or other actions.
    4. You acknowledge and accept the risks of operating changes to Virtual Asset protocols and agree that we are not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules. You acknowledge and accept that we have absolute and sole discretion to determine our response to any operating change and that we have no responsibility to assist you with unsupported Virtual Asset or protocols.
  15. Availability and Accuracy of our Services
    1. Access to our Services may become degraded or unavailable due to various reasons. This could result in limitations on access to your Account, including the inability to initiate or complete transactions in Virtual Assets and may also lead to delays in support response time.
    2. We do not guarantee that our Services will be available without interruption, and we do not guarantee that any transaction in Virtual Assets will be executed or that your Account will be accessible; and please note that our customer support response times may be delayed.
    3. Under no circumstances we shall be liable for any damage allegedly arising from Service interruptions, delays in processing transactions, or lack of timely response from our customer support.
    4. You should verify all information before relying on it, and all decisions based on information contained on the Website, mobile application and your Account are your sole responsibility and we shall have no liability for such decisions.
    5. Links to third party materials (including without limitation any websites and mobile applications) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible and liable for any aspect of the information, content, or services contained in any such third-party materials accessible from or linked to the Website, our mobile application and your Account.
  16. Liabilities
    1. Disclaimer of Warranties
      1. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SERVICES, MATERIALS AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF CUSTODIAN ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND CUSTODIAN EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, CUSTODIAN DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, OUR MOBILE APPLICATION, CUSTODIAN SERVICES OR CUSTODIAN MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
      2. CUSTODIAN DOES NOT GUARANTEE THAT ANY TRANSACTION IN VIRTUAL ASSETS WILL BE PROPERLY EXECUTED.
      3. EXCEPT FOR THE EXPRESS STATEMENTS, AGREEMENTS AND RULES SET FORTH IN THESE TERMS, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR AGREEMENT, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE OF AND ACCESS TO SERVICES. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT CUSTODIAN SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ALLEGEDLY ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF YOUR VIRTUAL ASSETS HELD WITH CUSTODIAN, (B) ANY ERROR OR DELAY IN ANY TRANSACTION WITH VIRTUAL ASSETS THAT IS INITIATED THROUGH CUSTODIAN, (C) INTERRUPTION IN ANY SUCH TRANSACTIONS, (D) REGULAR OR UNSCHEDULED MAINTENANCE CARRIED OUT BY CUSTODIAN AND SERVICE INTERRUPTION AND CHANGE RESULTING FROM SUCH MAINTENANCE, (E) ANY DAMAGE INCURRED DUE TO OTHER USERS’ ACTIONS, OMISSIONS OR VIOLATION OF THESE TERMS, (F) ANY DAMAGE CAUSED BY ILLEGAL ACTIONS OF OTHER THIRD PARTIES OR ACTIONS UNAUTHORIZED BY CUSTODIAN; AND (G) OTHER EXEMPTIONS MENTIONED IN DISCLAIMERS AND ADDITIONAL REGULATIONS ISSUED BY CUSTODIAN.
    2. Disclaimer of Damages and Limitation of Liability
      1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CUSTODIAN, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF VIRTUAL ASSETS, DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS, OR ANY LOSS OF, OR DAMAGE TO, REPUTATION OR GOODWILL; ANY LOSS OF BUSINESS OR OPPORTUNITY, CUSTOMERS OR CONTRACTS; ANY LOSS OR WASTE OF OVERHEADS, MANAGEMENT OR OTHER STAFF TIME; OR ANY OTHER LOSS OF REVENUE OR ACTUAL OR ANTICIPATED SAVINGS, WHETHER DIRECT OR INDIRECT, EVEN IF WE ARE ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THE SAME; OR ANY LOSS OF USE OF HARDWARE, SOFTWARE OR DATA AND / OR ANY CORRUPTION OF DATA) ARISING OUT OF SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF AND ITS AFFILIATES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF CUSTODIAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF CUSTODIAN’S GROSS NEGLIGENCE, FRAUD, WILFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW.
      2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE LIABILITY OF CUSTODIAN, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS, ARISING OUT OF SERVICES OFFERED BY OR ON BEHALF OF CUSTODIAN AND ITS AFFILIATES, ANY PERFORMANCE OR NON-PERFORMANCE OF SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF THE FEES PAID BY YOU UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
      3. WE TAKE NO RESPONSIBILITY FOR AND SHALL NOT BE LIABLE FOR ANY FINANCIAL LOSS ARISING FROM YOUR USE OF YOUR ACCOUNT, INCLUDING, BUT NOT LIMITED TO, LOSS DUE TO TECHNICAL FAULTS RESULTING IN A LOSS OF ABILITY TO ACCESS YOUR ACCOUNT; FLUCTUATIONS OF VIRTUAL ASSETS; SYSTEM HACKS; SERVERS FAILURES OR DATA LOSS; TECHNICAL FAULTS OF THE VIRTUALS ASSETS’ SYSTEM; FORGOTTEN PASSWORDS; SECURITY OF YOUR PASSWORDS; UNAUTHORIZED ACCESS TO YOUR ACCOUNT; CORRUPTED FILES OR DATA; INCORRECTLY CONSTRUCTED TRANSACTIONS OR MISTYPED WALLETS’ ADDRESSES.

      4. WE ARE UNDER NO OBLIGATION TO ISSUE ANY REPLACEMENT FOR VIRTUAL ASSETS IN THE EVENT THAT ANY VIRTUAL ASSET IS LOST, STOLEN, MALFUNCTIONING, DESTROYED OR OTHERWISE INACCESSIBLE.
    3. Indemnification
      1. You agree to indemnify and hold blameless and harmless Custodian, its affiliates, contractors, licensors, and their respective shareholders, members, directors, officers, employees, attorneys, representatives, suppliers, contractors and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to (i) your use of, or conduct in connection with, Services, (ii) your breach or our enforcement of these Terms, or (iii) your violation of any applicable law, regulation, or rights of any third party during your use of Services.
      2. If you are obligated to indemnify Custodian, its affiliates, contractors, licensors, and their respective shareholders, members, directors, officers, employees , attorneys, representatives, suppliers, contractors and/or agents pursuant to these Terms, Custodian will have the right, in its absolute and sole discretion, to control any action or proceeding and to determine whether Custodian wishes to settle, and if so, on what terms.
  17. Announcements
    1. Please be aware that all official announcements, news, promotions, competitions and airdrops will be listed on www.binanceinstitutional.com/support/announcements.
    2. USERS UNDERTAKE TO REFER TO THESE MATERIALS REGULARLY AND PROMPTLY. CUSTODIAN SHALL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY MANNER OF COMPENSATION SHOULD USERS INCUR LOSSES ARISING FROM IGNORANCE OR NEGLIGENCE OF THE ANNOUNCEMENTS.
  18. Termination of Agreement
    1. Suspension of Accounts
      1. You agree that Custodian shall have the right to immediately and unilaterally suspend your Account (and any Accounts beneficially owned by related entities or affiliates), freeze or lock the Virtual Assets in all such accounts, and suspend your access to Custodian for any reason including if Custodian suspects any such accounts to be in violation of these Terms, our Privacy Policy, any Additional Regulations or any applicable laws and regulations. You agree that Custodian shall not be liable to you for any permanent or temporary modification of your Account, or suspension or termination of your access to all or any portion of Services. Custodian shall reserve the right to keep and use the transaction data, data on Virtual Assets balances or other information related to such Accounts. The above account controls may also be applied in the following cases (including, but not limited to):
        1. the Account is subject to a governmental proceeding, criminal investigation or other pending litigation;
        2. we detect unusual activities in the Account;
        3. we detect unauthorized access to the Account;
        4. we are required to do so by a court order or command by a regulatory/government authority, or by legal acts;
        5. there are any circumstances specified in the Article below (“Cancellation of Accounts”).
    2. Cancellation of Accounts
      1. In case of any of the following events, Custodian shall have the right to immediately and unilaterally terminate these Terms by canceling your Account, and shall have the right but not the obligation to permanently freeze (cancel) the authorizations of your Account and withdraw the corresponding Account thereof:
        1. we are required to do so by a court order or command by a regulatory/government authority, or by legal acts;
        2. after Custodian terminates Services to you;
        3. you allegedly register or register in any other person’s name as our User again, directly or indirectly;
        4. the information or documents that you have provided to Custodian is untruthful, inaccurate, outdated, misleading or incomplete;
        5. you do not provide, conceal, avoid, or refuse to provide any required information or documents to us, or submit documents where the veracity or authenticity is in doubt, or the submitted documents and/or information are not in conformity with requirements established by legal acts and/or Custodian;
        6. you fail to provide sufficient evidence and/or documents supporting the lawful basis of the acquisition and/or the source (origin) of your Virtual Assets and/or other assets and/or any previously (currently) performed transactions, and/or avoid or refuse to provide the aforementioned evidence and/or documents, and/or there being other circumstances that indicate you are (or may be) related to money laundering and/or terrorist financing;
        7. you fail to notify Custodian about changes in the information provided to Custodian and/or about the circumstances which have or are likely to have a negative impact on the due discharge of your obligations to Custodian and/or of any circumstances that are material for the performance of these Terms and/or, upon Custodian’s request, fail to submit the documents supporting such information or circumstances;
        8. you have defaulted on your obligations assumed and/or representations and warranties made under these Terms and/or to other creditors and/or no longer meet the eligibility requirements laid down in these Terms;
        9. you by your unlawful or abusive acts have inflicted losses on us and/or have caused a real threat of such losses and/or damaged the reputation of Custodian;
        10. in our opinion, you engage in the field of activity with a high level of risk of money laundering and/or terrorist financing;
        11. according to the information available to Custodian, you are related or were related in the past to criminal organizations;
        12. you are or were prosecuted or convicted for criminal offenses or misdemeanors;
        13. according to the information available to Custodian, you are related or were related in the past with activities prohibited by international or national legal acts (e.g., trafficking in people, trafficking in human organs, exploitation of children, smuggling, illicit trade in weapons, ammunition or explosives, illegal trade in narcotic or psychotropic substances, prostitution, management of brothels, etc.);
        14. according to the information available to Custodian, you engage in activities without holding the required licenses or other authorizations issued by competent public authorities (e. g. organization of games of chance, trade in precious stones and/or precious metals, etc., without holding the required licenses (authorizations);
        15. you use the Services for illegal, fraudulent and/or unfair activities;
        16. you are included in the list of persons who are suspected of local or international terrorism and/or terrorist financing;
        17. you are a person who is subject to sanctions for any reasons or who is established in a country that is subject to sanctions;
        18. you are from a country that is not a member of the Financial Action Task Force (“FATF”) for Combating Money Laundering and Terrorist Financing or of the international organization that has the FATF observer’s status and engages in the activities of combating money laundering and terrorist financing;
        19. you engage (or plan to engage) in another activity that is not in conformity with: sustainable activities of Custodian, ensuring of human rights, transparency, gender equality, moral and ethics, or other activity deemed unacceptable by Custodian;
        20. you are a person whose Account is used by third parties without legal grounds, or, in our opinion, the Virtual Assets held in or credited to such Account do not belong to you, except where there is a special agreement between you and us;
        21. you act in a way that puts our reputation at risk;
        22. you have registered (created an Account) in our system more than once, except with our permission;
        23. we have concerns about the security of your Account, or we suspect that you use our Services in a fraudulent, abusive or unlawful manner;
        24. your Account is subject to any pending litigation, investigation and/or we perceive a risk of regulatory non-compliance associated with your Account;
        25. Custodian has valid information that you are unreliable;
        26. when these Terms are amended, you state your unwillingness to accept the amended Terms by applying for cancellation of your Account or by other means;
        27. you request that Services be terminated; and
        28. any other circumstances where Custodian deems it should terminate Services.
      2. Should your Account be terminated, the Account and transactional information that meet data retention standards will be securely stored for eight (8) years.
      3. If a transaction is unfinished during the Account termination process, Custodian shall have the right to notify your counterparty of the situation at that time.
      4. You acknowledge that a User-initiated account cancellation (including the right to erasure under General Data Protection Regulation 2016/679 or other equivalent regulations) will also be subjected to the termination protocol stated above.
      5. If Custodian is informed that any Virtual Assets held in your Account are stolen or otherwise are not lawfully possessed by you, Custodian may, but has no obligation to, place a hold on the affected Virtual Assets and your Account. If Custodian does lay down a hold on some or all of your Virtual Assets or Account, Custodian may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to Custodian has been provided to Custodian in a form acceptable to Custodian. Custodian will not involve itself in any such dispute or the resolution of the dispute. You agree that Custodian will have no liability or responsibility for any such hold, or for your inability to manage your Virtual Assets held with Custodian or execute any transactions during the period of any such hold.
      6. You shall have the right to terminate these Terms (and close your Account) unilaterally and for any reason by giving us one (1) month’s emailed notice, sent to support@binanceinstitutional.com in advance.
    3. Remaining Funds After Account Termination

      User is fully responsible for a transfer/withdrawal of his Account remaining balance prior to his Account being closed/withdrawn. If the Account is closed/withdrawn and the value of remaining balance for each token/coin is less than EUR 10, then such remaining balance(s) shall pass to Custodian as a termination fee. If Account is closed/withdrawn and the value of the remaining balance for at least one token/coin is more than EUR 10, then Custodian shall continue to apply its fees to such remaining balance(s) and shall have a right to deduct applicable fees directly from such remaining balance(s) until the value of remaining balance for each token/coin becomes less than EUR 10 (and automatically passes to Custodian as a termination fee) or a User specifies where such remaining balance(s) should be transferred (provided that such proposed transfer(s) complies with our risk protocols), whichever is earlier.
    4. Remaining Funds After Account Termination Due to Fraud, Violation of Law, or Violation of These Terms
      1. Custodian takes over full custody of the Virtual Assets and User data/information which may be turned over to governmental authorities in the event of Accounts’ suspension/closure arising from fraud investigations, investigations of violation of law or violation of these Terms.
      2. This Article has priority over the above Article (Remaining Funds After Account Termination).
    5. Consequences of Account Cancellation
      1. Once an Account is closed/withdrawn and these Terms are terminated: (i) all rights granted herein shall terminate immediately; (ii) User shall promptly return to Custodian, or destroy and certify the destruction of all Confidential Information to Custodian, if any; (iii) any provision of these Terms that by its very nature or context is intended to survive any termination, cancellation hereof, shall so survive; and (iv) all other performance obligations of both Parties under these Terms shall cease.
      2. We shall not be held liable for consequences arising after we legally suspend or restrict the provision of our Services, suspend, close or restrict your Account or terminate these Terms.
      3. Termination of the Terms shall not exempt you from the due discharge of all your obligations to us arising before the date of termination.
      4. Transactions initiated under the Terms before their termination shall be completed in accordance with the provisions of the Terms applicable before their termination, unless otherwise agreed by you and us.
      5. The termination of these Terms shall always mean the closure of the respective Account.
  19. No Financial Advice
    1. No communication or information provided to you by Custodian is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. You are solely responsible for determining whether any transactions or just holding your Virtual Assets with Custodian is appropriate for you according to your individual circumstances and risk tolerance, and you shall be solely responsible for any loss or liability therefrom.
    2. You should consult legal or tax professionals regarding your specific situation.
    3. Custodian does not recommend that any Virtual Assets should be received, converted, transferred, or held by you.
    4. Before making the decision to receive, transfer, convert or hold any Virtual Assets, you should conduct your own due diligence and consult your financial advisors prior to making any transactions. Custodian will not be held liable and responsible for the decisions you make to receive, transfer, convert or hold Virtual Assets based on the information provided by Custodian.
  20. Compliance with Local Laws
    1. It is Users’ responsibility to abide by local laws in relation to the legal usage of Services in their local jurisdiction as well as other laws and regulations applicable to Users. Users must also factor, to the extent of their local laws, all aspects of taxation, the withholding, collection, reporting and remittance to their appropriate tax authorities.
    2. ALL USERS OF SERVICES ACKNOWLEDGE AND DECLARE THAT THEIR VIRTUAL ASSETS COME FROM LEGITIMATE SOURCES AND DO NOT ORIGINATE FROM ILLEGAL ACTIVITIES; USERS AGREE THAT CUSTODIAN WILL REQUIRE THEM TO PROVIDE OR OTHERWISE COLLECT THE NECESSARY INFORMATION AND MATERIALS AS PER RELEVANT LAWS OR GOVERNMENT ORDERS TO VERIFY THE LEGALITY OF THE SOURCES AND USE OF THEIR VIRTUAL ASSETS.
    3. Custodian maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze, terminate Users’ Accounts and Virtual Assets which are flagged out or investigated by legal mandate.
  21. Privacy Policy

    Access to Services will require the submission of certain personally identifiable information. Please review Custodian’s Privacy Policy available and the Website and the mobile application  for a summary of Custodian’s guidelines regarding the collection and use of personally identifiable information.
  22. Resolving Disputes: Forum, Arbitration, Class Action Waiver

    PLEASE READ THIS ARTICLE 22 CAREFULLY, AS IT INVOLVES A WAIVER OF CERTAIN RIGHTS TO BRING LEGAL PROCEEDINGS, INCLUDING AS A CLASS ACTION.
    1. Notice of Claim and Dispute Resolution Period
      1. Please contact Custodian first if you have any concerns with the Services! Custodian wants to address your concerns without resorting to formal legal proceedings, if possible. A ticket number will be assigned to you if your concerns cannot be addressed to your satisfaction at first instance. The issuance of the ticket number commences the internal dispute resolution procedure. Custodian will attempt to resolve the dispute internally as soon as possible. The parties agree to negotiate in good faith to resolve the dispute (which discussions shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding).
      2. In the event the dispute cannot be resolved satisfactorily, and you wish to assert a legal claim against Custodian, then you agree to set forth the basis of such claim in writing in a “Notice of Claim,” as a form of prior notice to Custodian. The Notice of Claim must (1) describe the nature and basis of the claim or dispute, (2) set forth the specific relief sought, (3) provide the original ticket number, and (4) include your Custodian Account email. The Notice of Claim should be submitted to the following email address: support@binanceinstitutional.com. After you have provided the Notice of Claim to Custodian, the dispute referenced in the Notice of Claim may be submitted by either Custodian or you to arbitration in accordance with the below Article (Agreement to Arbitrate and Governing Law).
      3. For the avoidance of doubt, the submission of a dispute to Custodian for resolution internally and the delivery of a Notice of Claim to Custodian are prerequisites to commencement of an arbitration proceeding (or any other legal proceeding).
      4. During the arbitration, the amount of any settlement offer made by you or Custodian shall not be disclosed to the arbitrator.
    2. Agreement to Arbitrate and Governing Law
      1. You and Custodian agree that, subject to the immediately preceding Article above (Notice of Claim and Dispute Resolution Period), any dispute, claim, difference or controversy between you and Custodian (and/or entities related to Custodian) arising out of, in connection with, or relating in any way to these Terms or to your relationship with Custodian (and/or entities related to Custodian) as a User of Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall  be determined by mandatory final and binding individual (not class) arbitration.
      2. You and Custodian further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including without limitation any objections with respect to the existence, scope or validity of the Agreement to Arbitrate, or to the arbitrability of any claim or counterclaim.
      3. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award damages and grant relief as if he or she were a court of law in Hong Kong (including, if applicable, costs), except that the arbitrator may not grant declaratory or injunctive relief in favor of anyone but the parties to the arbitration.
      4. The arbitration provisions set forth in this Article will survive termination of these Terms.
      5. Arbitration Rules:
        1. The arbitration shall be subject to the HKIAC Administered Arbitration Rules (“HKIAC Rules”) in force at the time of commencement of arbitration.
        2. The arbitration will be administered by the Hong Kong International Arbitration Center (HKIAC).
        3. There shall be only one arbitrator appointed in accordance with the HKIAC Rules.
        4. Any arbitration will be conducted in the English language.
        5. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
      6. ANY ARBITRAL AWARD MAY BE ENFORCED IN ANY COURT HAVING JURISDICTION OVER THE PARTY (OR OVER THE ASSETS OF THE PARTY) AGAINST WHOM SUCH AN AWARD IS RENDERED.
      7. Time for Filing: ANY ARBITRATION AGAINST CUSTODIAN MUST BE COMMENCED BY SERVING A NOTICE ON THE CUSTODIAN BY EMAIL TO SUPPORT@BINANCEINSTITUTIONAL.COM REQUESTING THAT THE DISPUTE BE REFERRED TO ARBITRATION WITHIN ONE (1) YEAR AFTER THE DATE THE USER ASSERTING THE CLAIM FIRST FOUND OUT OR REASONABLY SHOULD HAVE FOUND OUT THE ALLEGED ACT, OMISSION OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM IF NO NOTICE REQUESTING ARBITRATION IS SERVED ON THE CUSTODIAN WITHIN THAT TIME PERIOD. If applicable law prohibits a one-year limitation period within which to commence arbitration for asserting claims, any claim must be asserted within the shortest time period permitted by the applicable law.
      8. Notice: if we request arbitration against you, we will give you notice at the email address or mailing address you have provided. You agree that any notice sent to this email or mailing address shall be deemed effective for all purposes, including without limitation to determinations of the adequacy of service. It is your obligation to ensure that the email address and/or mailing address on file with Custodian is up-to-date and accurate.
      9. Seat of Arbitration: The seat of the arbitration shall be Hong Kong.
      10. Place of Hearing: The location of any in-person arbitration hearing shall be Hong Kong, unless otherwise agreed to by the parties.
      11. Confidentiality: The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any nonpublic information provided in the arbitration, and any submissions, orders or awards made in the arbitration shall not be disclosed to third party except the tribunal, the HKIAC, the parties, their counsels, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other persons necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose such confidential information to the extent that disclosure is required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive termination of these Terms and conclusion or stay of any arbitration brought pursuant to these Terms.
      12. Place of Hearing: The location of any in-person arbitration hearing shall be Hong Kong, unless otherwise agreed to by the parties.
      13. Confidentiality: The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any nonpublic information provided in the arbitration, and any submissions, orders or awards made in the arbitration shall not be disclosed to third party except the tribunal, the HKIAC, the parties, their counsels, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other persons necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose such confidential information to the extent that disclosure is required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive termination of these Terms and conclusion or stay of any arbitration brought pursuant to these Terms.
      14. Governing Law: These Terms (including this arbitration agreement) shall be governed by, and construed in accordance with, the laws of Hong Kong. 
    3. Class Action Waiver

      You and Custodian agree that any claims relating to these Terms or to your relationship with Custodian as a User of Custodian Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) shall be brought against Custodian in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of Custodian.
  23. Modifications

    Custodian reserves the right to update, modify, revise, suspend, or make any future changes to the above Article (Agreement to Arbitrate and Governing Law), subject to applicable law. You hereby consent and agree that it is your responsibility to ensure that your understanding of this Article is up to date. Subject to the applicable law, your continued use of your Custodian Account shall be deemed to be your acceptance of any modifications to the above Article (Agreement to Arbitrate and Governing Law). You agree that if you object to the modifications to the above Article (Agreement to Arbitrate and Governing Law), Custodian may block access to your Account pending closure of your Account. In such circumstances, these Terms prior to modification shall remain in full force and effect pending closure of your Account. 
  24. Severability

    If any portion of these Terms are adjudged to be invalid or unenforceable for any reason or to any extent, the remainder of these Terms will remain valid and enforceable, and the invalid or unenforceable portion will be given effect to the greatest extent permitted by law.
  25. Communication
    1. Any communication between you and us shall take place primarily via e-mails.
    2. Disclosure of any information via e-mails shall be considered as duly submitted only if such information is sent to and from the e-mail addresses that are disclosed under these Terms: (i) Custodian’s e-mail address that should be used for communication is support@binanceinstitutional.com; (ii) User’s email address that should be used for the communication should be disclosed during the registration for Custodian Account. Communication via other email addresses shall not be considered appropriate unless otherwise agreed by the Parties.
    3. Notices and other communications sent by e-mails shall be deemed delivered to and received by the Party on the same Business Day it was sent (in case it is sent on a non-Business Day - on the next earliest Business Day).
    4. Under certain circumstances, especially in emergency cases, we may also contact you by using any other means of communication and contact details you have provided to us.
    5. You must immediately inform us about changes in your contact details. At the request of Custodian, you must provide the respective documents supporting the change of any contact details. If you do not fulfill your duties referred to in this Article, the notifications communicated on the basis of the most recent details specified by you to Custodian shall be deemed as duly sent and any obligation fulfilled on the basis of such details shall be deemed as duly discharged by Custodian.
    6. User who fails to receive from Custodian any notifications which it was to receive under these Terms or for the provision of which the User has submitted a separate request to Custodian, the User must immediately inform Custodian.
    7. We shall not be responsible for any mistake, inaccuracy, technical defect or damage caused by incorrect, outdated contact details of User and their subsequent use by us.
    8. We shall have the right to require User to provide original documents and/or copies certified by a notary or any other person authorized by the relevant country. We shall also have a right to require that documents drawn up abroad be translated into English and/or legalized and/or attached with an Apostille, unless international treaties concluded between the Republic of Lithuania and the respective foreign country establish otherwise.
    9. You are fully liable for the correctness of data, orders and documents submitted to us.
    10. All costs of drafting, delivery, certification, notarization, legalization, apostillization and translation of documents to be provided to Custodian shall be borne by the User.
    11. If documents provided by User to Custodian are inconsistent with the requirements established by legal acts and/or by Custodian, and/or if Custodian has reasonable doubt as to the authenticity or accuracy of the submitted documents, Custodian shall have the right to suspend the provision of Services to the User and/or to demand from the User the submission of additional documents.
    12. It is your responsibility to regularly check the proper functioning of your e-mail and other methods of communication that you use to communicate with us and to retrieve and read messages relating to our Services provided to you. We shall not be liable for any loss arising out of your failure to do so.
  26. Confidentiality
    1. User acknowledges that, from time to time, Custodian may disclose to the User either directly or indirectly by way of using/rendering the Services, electronically, in writing, orally or otherwise, information which is proprietary or confidential or which would, under the circumstances, be understood by a reasonable person to be proprietary and non-public, including without limitation, security requirements related to transactions with Virtual Assets, technical data, know-how, the non-public Custodian information and all unpublished service manuals, information, data and other similar materials or records provided by Custodian to the User pursuant to these Terms or otherwise (“Confidential Information”).
    2. User shall use such Confidential Information solely for fulfilling its responsibilities and obligations under these Terms and for no other purposes. The User shall retain such Confidential Information in strict confidence and shall not disclose it to any third party without Custodian’s written consent.
    3. User shall use at least the same procedures and degree of care which it uses to protect its own Confidential Information of like importance, and in no event less than reasonable care, and shall be responsible and liable for any use or disclosure of the Confidential Information, including by its employees or other related persons, in violation of these Terms.
    4. User shall immediately notify Custodian of any unauthorized use or disclosure, or suspected unauthorized use or disclosure of Confidential Information.
    5. In the event that any disclosure of the Confidential Information is required by you pursuant to applicable law, you shall provide us reasonable notice and opportunity to contest the need for such disclosure, or to seek a protective order therefor. If we fail to contest the need for such disclosure or to obtain a protective order, you may disclose only that portion of the Confidential Information that is legally so required to be disclosed, provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally required disclosure.
  27. Miscellaneous
    1. Independent Parties

      Custodian is an independent contractor but not an agent of you in the performance of these Terms. These Terms shall not be interpreted as facts or evidence of an association, joint venture, partnership, or franchise between the parties.
    2. Entire Agreement

      These Terms constitute the entire agreement between the parties regarding the use of Services and will supersede all prior written or oral agreements between the parties. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms herein.
    3. Interpretation

      Sections headings in these Terms are for convenience only and shall not govern the meaning or interpretation of any provision of these Terms.
    4. Interpretation and Revision

      Custodian reserves the right to alter, revise, modify, and/or change these Terms at any time. All changes will take effect immediately upon being published on a Website and/or mobile application. It is your responsibility to regularly check relevant pages on our Website and mobile application to confirm the latest version of these Terms. If you do not agree to any such modifications, your only remedy is to terminate your usage of Services and cancel/withdraw your Account. You agree that, unless otherwise expressly provided in these Terms, Custodian shall not be responsible and liable for any modification or termination of Services to you or any third party, or suspension or termination of your access to Services.
    5. Force Majeure
      1. Each party shall be released from the liability for failure to fulfill obligations under these Terms where they are not fulfilled due to force majeure circumstance, which was beyond the control of the party and impossible to reasonably predict at the moment of concluding these Terms, and the occurrence of the circumstances or consequences whereof could not have been prevented. Insufficient financial resources of the party or violation of obligations of party’s thereof shall not be considered as force majeure. At the moment of concluding these Terms the parties are not aware of any force majeure circumstances that may have an impact on the performance of these Terms.
      2. If the circumstances, due to which it is impossible to fulfill these Terms, are temporary, the party may be released from liability for such a period which is reasonable taking into consideration the impact of those circumstances on fulfillment of these Terms.
      3. The party failing to fulfill these Terms due to force majeure circumstance shall notify the other party of occurrence of force majeure circumstance and its impact on fulfillment of these Terms within five (5) calendar days as of the date when such circumstances have become known or should have become known to the party failing to fulfill these Terms. If the other party does not receive the mentioned notification within the specified term, the party failing to fulfill these Terms shall compensate damages/losses incurred by another party due to non-receipt of the notification.
      4. The grounds for releasing the party from liability shall arise from the moment of occurrence of force majeure circumstance provided that the term for delivery of notification, specified in paragraph above, was complied with.
      5. If the period of force majeure exceeds thirty (30) calendar days each party has the right to terminate these Terms by sending written notice to the other party. These Terms are considered as terminated from the date of receipt of such notification.
    6. Assignment

      You may not assign or transfer any right to use Services or any of your rights or obligations under these Terms without prior written consent from Custodian, including any right or obligation related to the enforcement of laws or the change of control. Custodian may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.
    7. Waiver

      The failure of one party to require the performance of any provision will not affect that party’s right to require performance at any time thereafter. At the same time, the waiver of one party to seek recovery for the other party’s violation of these Terms or any provision of applicable terms shall not constitute a waiver by that party of any subsequent breach or violation by the other party or of the provision itself.
    8. Taxes
      1. It is your own responsibility for paying any taxes applicable to you in relation to using our Services.
      2. The fees we are charging are excluded from Value-added tax (VAT).
      3. We make no representations in relation to tax liabilities, assume no tax liability for any User, assume no responsibility for the tax liability of any User, not for collecting, reporting, withholding or remitting any taxes arising from any Services that you may use.
      4. In case we are obliged under applicable law or voluntarily decide to report to any competent authorities any information that is related to your tax obligations, you undertake to provide us with the requested documents, data and information.
    9. Information Storage
      1. We store essential information related to the use of our Services for our own needs for at least eight (8) years in durable media of our choice.
      2. On the other hand, in order to have proof of actions taken by you or by us in fulfillment of these Terms, you should save corresponding information and store it in durable media of your choice.
      3. While we will take all practicable steps to protect the information in our possession against unauthorized or accidental access, processing, erasure, loss or use, we cannot guarantee the total security of your information and data.
    10. Custodian logos

      All logos related to the Services or displayed on the Website and our mobile application are trademarks or registered marks of Custodian or its licensors. You may not copy, imitate or use them without our prior written consent. 
    11. Third-Party Website Disclaimer

      Any links to third-party websites from Services does not imply endorsement by Custodian of any product, service, information or disclaimer presented therein, nor does Custodian guarantee the accuracy of the information contained on them. If you suffer loss from using such third-party products and services, Custodian shall not be liable for such loss. In addition, since Custodian has no control over the terms of use or privacy policies of third-party websites, you should read and understand those terms and policies personally and carefully.
    12. Language

      You and we shall agree that the language of these Terms as well as any communication between you (or any person authorized by you) and us is to be English.
    13. Contact Information

      For more information about Custodian, you may refer to Website and mobile application. If you have questions regarding these Terms, please feel free to contact Custodian for clarification via our Customer Support team at  support@binanceinstitutional.com.

EXHIBIT A

BINANCE MIRROR TERMS OF USE

  1. Introduction
    1. These Binance Mirror terms of use (these “BM Terms”) are entered into pursuant to the Terms of Use of Crypto Custodial Services (the “Terms”) entered into between the User (named above) and Bifinity UAB (“Custodian”). For the avoidance of doubt, “User” shall have the same meaning as “you” or “your” under the Terms, “Custodian” shall have the same meaning as “Custodian” and “we” under the Terms, and “Additional Services” under the Terms include the BM Services.
    2. These BM Terms consist of: (i) these BM Terms; and (ii) the terms and conditions of the Binance Custody Terms (as both amended from time to time in accordance with the Terms). Defined terms used in these BM Terms shall have the meaning given to those terms in the Terms. In the event of a conflict between the terms of these BM Terms and the Terms, these BM Terms shall prevail.
    3. The Custodian's contact email address (including for the provision of notices) is support@binanceinstitutional.com.
  2. Definitions
    1. “Amount”, in relation to Eligible Virtual Assets, means the quantity (in terms of number) of such Eligible Virtual Assets and not their market value or price.
    2. “Eligible Virtual Assets” means Bitcoin and any other Virtual Assets as determined by Custodian in its sole and absolute discretion.
    3. “Designated Binance Account” means the Binance.com account to which the Hot Wallet Virtual Assets have been credited.
    4. “Security Interest” means a (a) mortgage, charge, pledge, lien, hypothecation, bill of sale, assignment, title retention arrangement, trusty or power held as security, or other interest, securing the payment of money or performance of any obligation of any person or any other agreement, notice or arrangement having similar effect, (b) a right, interest or an arrangement which has the effect of giving another person a preference, priority or advantage over creditors including any right of set-off, (c) third party right or interest arising as a consequence of an enforcement of a judgment, (d) anything that is otherwise defined as a security interest under any law.
  3. BM Services
    1. Subject to the terms in these BM Terms, User shall be entitled to:
      1. nominate an Amount (whether some or all) of its available Eligible Virtual Assets stored in their account with the Custodian (“Cold Wallet”) to be Locked and under Custodian’s control (“Locked Cold Wallet Virtual Assets”);
      2. upon such nomination pursuant to clause 3.1.1 above, have an equivalent Amount of Locked Cold Wallet Virtual Assets credited to the User’s Designated Binance Account (“Mirror Hot Wallet Virtual Assets”);
    2. Locked Cold Wallet Virtual Assets and Mirror Hot Wallet Virtual Assets shall be of the same type of Eligible Virtual Assets.
    3. The User acknowledges that it is liable to transfer the Custodian an Amount equal to the Amount the Custodian caused to be credited to the User’s Mirror Hot Wallet on demand. Alternatively, the User may satisfy such liability by permitting the Custodian to draw on Amounts in the User’s Cold Wallet, including but not limited to Locked Cold Wallet Virtual Assets.
    4. Users are not be entitled to withdraw, transfer out, access or use amounts in their Locked Cold Wallet unless the User has satisfied all liabilities owing to the Custodian, and transferred to the Custodian an Amount equal to all Amount transferred to the User’s Mirror Hot Wallet, or permitted the Custodian to satisfy any such liability by drawing on Amounts in the User’s Cold Wallet.

      EXAMPLE

      The User holds 10,000 BTC in its Cold Wallet. The User requests 1,000 BTC to be Locked. Consequently, 1,000 BTC is credited to its Designated Binance Account as Mirror Hot Wallet Virtual Assets. The maximum amount that the User would be able to withdraw from the Cold Wallet is 9,000 BTC, even if the Cold Wallet is and always remains credited of the initial value, ie 10,000 BTC in this example. 
    5. In the event of a dispute between User and Custodian in connection with any Virtual Assets under these BM Terms or the Terms, Custodian may in its sole and absolute discretion temporarily freeze such disputed Eligible Virtual Assets until the dispute is resolved in accordance with the dispute resolution clause in the Terms.
    6. The Custodian shall be under no obligation to credit any amount to the User’s Designated Binance Account if (1) it is not satisfied in its absolute discretion, that any terms of this BM Terms have been met, or (2) it would be unlawful for the Custodian to credit the amount, (3) it reasonably believes that any warranty, representation information provided, or statement made in connection with the BM Terms is untrue, misleading or inaccurate in any respect.
  4. Fees

    Custodian charges fees for customary gas fees that vary from time to time to conduct transactions using the BM Services. All other fees and charges, as set out in the Terms apply.    
  5. Use of BM Services

    The Custodian will at its best of its ability provide the BM Terms in accordance with appropriate quality service standards and comply with all applicable Laws and Regulations, governmental requirements, and industry standards, including those with respect to privacy, data protection, portability, or accountability, applicable to the Custodian or its personnel with respect to the BM Services, under these BM Terms.
  6. Termination of BM Services
    1. User may cancel the BM Services on reasonable notice, with or without cause, provided that to cancel the BM Services, User must have (1) transferred an Amount equal to the Mirror Hot Wallet Virtual Assets credited to the Designated Account to the Custodian, or permitted the Custodian to deduct an equal Amount from the Cold Wallet and (2) contacted the Custodian at Custodian’s email address above to notify the Custodian of its desire to terminate.
    2. The Custodian may cancel the BM Services at its convenience. In such circumstances, the User authorizes the Custodian to deduct any or all Eligible Virtual Assets from the User’s Cold Wallet, for the purposes of satisfying all liabilities to the Custodian (including any amounts credited to the Designated Binance Account), before transferring any Amounts to the User.    
    3. Without prejudice to any rights that the Custodian may have under clause 6.2, the Custodian may establish any risk rating rules or policies that, whether communicated to the User or not, may determine if the Custodian will exercise its right to terminate these BM Services. Such risk rating rules or policies may refer to (1) US Dollar value of the Binance Accounts held to the credit of the User, (2) the User’s trading history, or (3) any other matters. For the purposes of dispelling any ambiguity, the existence and communication or non-communication of any rating rules or policies does not fetter the Custodian’s right to terminate pursuant to this clause.
  7. Guarantee
    1. To the extent that the User Custodian does not hold title over any Eligible Virtual Assets that at the subject of this BM Terms, the parties acknowledge that the Custodian’s interest in those assets may constitute a Security Interest. Without prejudice to the Custodian’s rights to assert that it has any other kind of Security Interest, the Custodian has a general and particular lien over all Amounts transferred to the User’s Cold Wallet for all claims and money owing by the User to the Custodian under any contract whatsoever and in any other way whatsoever until all liabilities owing to the Custodian have been paid.
    2. The User warrants that it has not and will not purport, to or otherwise grant, any third party a Security Interest over any Eligible Virtual Assets that are at the subject of this BM Terms.
    3. Whenever under this BM Terms a sum of money or an amount may be recoverable by the User, the same may be deducted from any sum then due or which at any time thereafter may be become due to the User under this BM Terms or any other agreement with any affiliate of the Custodian. Exercise by the Custodian under this clause shall be without prejudice to any other rights or remedies available to the Custodian, or in law or equity. The User shall have no such rights as set out above against the Custodian.
  8. Miscellaneous
    1. All modifications or amendments to this BM Terms shall be effective when communicated by Custodian to the User. The User may state its unwillingness to accept the amended Terms by applying for terminating these BM Terms and these BM Services  in accordance with clause 6.
    2. No agency or partnership is intended to be created by this BM Terms, and nothing in this BM Terms, or in any other agreements is entered between the Custodian and the User in any way relation to this BM Terms, shall constitute the User an agent, partner or representative or be deemed to create any trust.