Derivatives Terms of Service

IMPORTANT: By funding a Derivative Wallet or accessing or using any of the Derivative Services (each as defined below), you acknowledge that you have read, understand, and completely agree to these Derivative Terms of Service, as updated and amended from time to time. If you do not agree to be bound by these Derivative Terms of Service or with any subsequent amendments, changes or updates, you may not access or use any of the Derivative Services, and if you do access or use any of the Derivative Services, you will be bound by these Derivative Terms of Service, as updated and amended from time to time; your only recourse in the case of your unwillingness to be bound by these Derivative Terms of Service is to stop using all of the Derivative Services. These Derivative Terms of Service were first applicable on August 1, 2019.

Only eligible persons are permitted to access or use the Derivative Services. Any Person that is not eligible that utilizes the Derivative Services or that accesses the Site will be in breach of these Derivative Terms of Service and may have any Fiat, Digital Tokens, funds, proceeds or other property, confiscated (all as defined below).

These Derivative Terms of Service apply to users of the Derivatives web pages (the “Derivative Site”) of Bitfinex.com (all web pages at such address, including the Derivative Site, are sometimes referred to as the “Site”). You should read these Derivative Terms of Service carefully to determine which provisions apply to you. These Derivative Terms of Service should be read in conjunction with the terms of service applicable to other web pages of the Site (the “Other Site Terms of Service” and, together with these Derivative Terms of Service, the “Site Terms of Service”) which will continue to apply to you in respect of all other services on the Site. By funding a Derivative Wallet or accessing or using any of the Derivative Products offered from time to time on the Derivative Site (collectively or individually, the “Derivative Services, and, together with the other services available at the Site, the “Site Services”), the user (referred to herein as “you” or “your”) agrees to these Derivative Terms of Service.

These Derivative Terms of Service, together with the incorporated materials, constitute the entire agreement and understanding with respect to the access or use of any or all of the Derivative Services, and any manner of accessing them via the Derivative Site, between you and iFinex Financial Technologies Limited or any successor operator of the Derivative Site (together with any successors or assigns, “BFXD”) (each of you and BFXD being a “Party” and collectively, the “Parties”).

The following documents are incorporated into these Derivative Terms of Service by reference: the API Terms of Service; the Derivative Products Risk Disclosure Statement; the Anti-Spam Policy; the Law Enforcement Requests Policy; the Derivative Fee and Margin Schedule, and, for each Derivative Product, its Product Description and, for each Perpetual Contract, the Perpetual Contract Funding Summary. Also, these Derivative Terms of Service should be read in conjunction with the Privacy Policy and the Cookies Policy. In particular, please note that all transactions involving the Derivative Products may be subject to fees levied by BFXD as set out and updated in the Derivative Fee and Margin Schedule from time to time as well as funding obligations as set out and updated in the Perpetual Contract Funding Summary from time to time. In respect of the Derivative Products, in the event of any inconsistency between these Derivative Terms of Service and any other pages, policies, terms, conditions, licenses, limitations, or obligations contained within or on the Site, these Derivative Terms of Service shall prevail. For greater certainty, in respect of all other Site Services, the Other Site Terms of Service shall prevail.

The Derivative Services are complex and carry a high level of risk and are not appropriate for users who do not possess the appropriate level of knowledge and experience to deal in them. BFXD is under no obligation to assess the suitability of the Derivative Services for users and any comment or statement which may be made by BFXD or any of its Associates as to the suitability of the Derivative Services to you should under no circumstances be considered as investment or legal advice and should not be received or relied upon as such.

These Derivative Terms of Service may be amended, changed, or updated by BFXD at any time and without prior notice to you. You should check back often on the Site to confirm that your copy and understanding of these Derivative Terms of Service is current and correct. Your non-termination or continued access or use of any Derivative Services after the effective date of any amendments, changes, or updates constitutes your acceptance of these Derivative Terms of Service, as modified by such amendments, changes, or updates.

The access or use of the Derivative Site and any of the Derivative Services is void where such access or use is prohibited by, would constitute a violation of, or would be subject to penalties under applicable Laws, and shall not be the basis for the assertion or recognition of any interest, right, remedy, power, or privilege.

1. Interpretation:

    1. Definitions: In these Derivative Terms of Service and all documents incorporated herein by reference, the following words have the following meanings unless otherwise indicated:
      1. Affiliate” means, in relation to either Party, a direct or indirect subsidiary of the Party, a holding company of the Party, and any other subsidiary of that holding company;
      2. AML” means anti-money laundering, including, but not limited to, all Laws applicable to the Parties prohibiting money laundering or any acts or attempted acts to conceal or disguise the identity or origin of; change the form of; or move, transfer, or transport, illicit proceeds, property, funds, Fiat, or Digital Tokens, including, but not limited to, the promotion of any unlawful activity such as fraud, tax evasion, embezzlement, insider trading, financial crime, bribery, cyber theft or hack, narcotics trafficking, weapons proliferation, terrorism, or Economic Sanctions violations, which may also require internal controls to detect, prevent, report, and maintain records of suspected money laundering or terrorist financing;
      3. Anti-Corruption” means all Laws applicable to each Party prohibiting corruption or bribery of Government Officials, kickbacks, inducements, and other related forms of commercial corruption or bribery;
      4. Associates” means BFXD and each and every one of its shareholders, directors, officers, Affiliates, employees, contractors, agents, partners, insurers, and attorneys;
      5. Available Derivative Wallet Balance” has the meaning set out in paragraph 3 of these Derivative Terms of Service;
      6. Copyrights” has the meaning set out in paragraph 12 of these Derivative Terms of Service;
      7. CTF” means counter-terrorist financing;
      8. Derivative Products” means the derivative products available at the Derivative Site from time to time, including the Perpetual Contract;
      9. Derivative Terms of Service” means these terms and conditions of service, as they may be changed, amended, or updated from time to time, including, but not limited to, the following policies and pages: the API Terms of Service; the Derivative Products Risk Disclosure Statement; the Anti-Spam Policy; the Law Enforcement Requests Policy; the Derivative Fee and Margin Schedule and, for each Derivative Product, its Product Description and, for each Perpetual Contract, the Perpetual Contract Funding Summary;
      10. Derivative Wallet” means a software application (or other mechanism) that provides a means for transacting in Derivative Products, including, but not limited to holding, storing, and transferring Digital Tokens;
      11. Digital Token Pair” has the meaning set out in paragraph 3 of these Derivative Terms of Service;
      12. Digital Tokens” has the meaning provided in the Other Site Terms of Service;
      13. Digital Tokens Address” has the meaning provided in the Other Site Terms of Service;
      14. Digital Tokens Wallet” has the meaning provided in the Other Site Terms of Service;
      15. Economic Sanctions” means financial sanctions, trade embargoes, export or import controls, anti-boycott, and restrictive trade measures enacted, administered, enforced, or penalized by any Laws applicable to you or the Derivative Site;
      16. FATF” means the Financial Action Task Force;
      17. FIA” means the Financial Investigation Authority of the British Virgin Islands;
      18. Fiat” means the money or currency of any country or jurisdiction that is:
        1. designated as legal tender; and,
        2. circulated, customarily used, and accepted as a medium of exchange in the country or jurisdiction of issuance;
      19. FinCEN” means the Financial Crimes Enforcement Network of the U.S. Department of the Treasury;
      20. Government” means any national, federal, state, municipal, local, or foreign branch of government, including, but not limited to, any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body, or other governmental, government appointed, or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory, or administrative powers, authority, or functions of or pertaining to a government instrumentality, including, but not limited to, any parasternal company, or state-owned (majority or greater) or controlled business enterprise;
      21. Government Approval” means any authorization, license, permit, consent, approval, franchise, concession, lease, ruling, certification, exemption, exception, or waiver by or with any Government necessary to conduct the business of either Party or the execution, delivery and performance of the Derivative Services or any transaction entered into under these Derivative Terms of Service;
      22. Government Official” means an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political party or political party official, an officer or employee of a public international organization, and any Person who is acting in an official capacity for any of the foregoing, even if such Person is acting in that capacity temporarily and without compensation;
      23. Laws” means all laws, statutes, orders, regulations, rules, treaties, and/or official obligations or requirements enacted, promulgated, issued, ratified, enforced, or administered by any Government that apply to you or the Derivative Site;
      24. Lien” has the meaning set out in paragraph 5 of these Derivative Terms of Service;
      25. Liquidation Fund” has the meaning set out in paragraph 3 of these Derivative Terms of Service;
      26. Losses” means, collectively, any claim, application, loss, injury, delay, accident, cost, business interruption costs, or any other expenses (including, but not limited to, attorneys’ fees or the costs of any claim or suit), including any incidental, direct, indirect, general, special, punitive, exemplary, or consequential damages, loss of goodwill or business profits, work stoppage, data loss, computer failure or malfunction, or any and all other commercial losses;
      27. Marks” has the meaning set out in paragraph 12 of these Derivative Terms of Service;
      28. Margin Collateral” has the meaning set out in paragraph 3 of these Derivative Terms of Service;
      29. OFAC” means Office of Foreign Assets Control of the U.S. Department of the Treasury;
      30. Perpetual Contract” has the meaning set out in paragraph 3 of these Derivative Terms of Service;
      31. Person” includes an individual, association, partnership, corporation, company, other body corporate, trust, estate, and any form of organization, group, or entity (whether or not having separate legal personality);
      32. Personal Information” has the meaning set out in the Privacy Policy.
      33. Position Liquidation Process” has the meaning set out in paragraph 3 of these Derivative Terms of Service;
      34. Position Termination Process” has the meaning set out in paragraph 3 of these Derivative Terms of Service;
      35. Prohibited Jurisdiction” means any of: Cuba, Democratic People’s Republic of Korea (North Korea), the Government of Venezuela, Iran, Syria or Crimea (a region of Ukraine annexed by the Russian Federation);
      36. Prohibited Person” means any U.S. Person; citizen or resident of Canada; citizen or resident of Seychelles; citizen or resident of Switzerland; citizen or resident of the British Virgin Islands; citizen or resident of, Government or Government Official of, or Person in or subject to the jurisdiction of, any Prohibited Jurisdiction; and any Sanctioned Person;
      37. Prohibited Use” has the meaning set out in paragraph 10 of these Derivative Terms of Service;
      38. Reference Token Pair” has the meaning set out in paragraph 3 of these Derivative Terms of Service;
      39. Sanctions List” means the “Specially Designated Nationals and Blocked Persons” (“SDN”) List and the Non-SDN Lists, including, but not limited to, the “Sectoral Sanctions Identifications List”, published by OFAC; the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by FinCEN; and, any other foreign terrorist organization or other sanctioned, restricted, or debarred party list published by the FIA, or under Economic Sanctions, AML, or CTF Laws of or by Governments of the United States, the British Virgin Islands (including any sanctioned, restricted, or debarred party list under the Laws of the United Kingdom and applicable in the British Virgin Islands), the Seychelles and the United Nations;
      40. Sanctioned Person” refers to any Person or Digital Tokens Address that is: (i) specifically listed in any Sanctions List; (ii) directly or indirectly owned 50 percent or more by any Person or group of Persons in the aggregate, or a Digital Tokens Wallet associated with such Person or Persons, referred to in any Sanctions List, or Government or Government Official of any Prohibited Jurisdiction; or (iii) that is subject to any Government Approval or otherwise sanctioned, restricted, or penalized under applicable Laws;
      41. Settlement Token” has the meaning set out in paragraph 3 of these Derivative Terms of Service;
      42. Tax Information Exchange Laws” means Laws relating to the exchange of information relating to taxes between Governments, including, but not limited to, United States Foreign Account Tax Compliance Act, as enacted by Title V, Subtitle A of the Hiring Incentives to Restore Employment Act, P.L 111-147 (2010), as amended; and common reporting standard or the Standard for Automatic Exchange of Financial Account Information;
      43. Territory or Insular Possession of the United States” means the Commonwealth of Puerto Rico; the U.S. Virgin Islands; Guam; the Commonwealth of the Northern Mariana Islands; and all other territories and possessions of the United States, other than the Indian lands (as that term is defined in the Indian Gaming Regulatory Act);
      44. Third-Party Serviceshas the meaning set out in paragraph 15 of these Derivative Terms of Service;
      45. Total Derivative Wallet Balance” has the meaning set out in paragraph 3 of these Derivative Terms of Service;
      46. United States” or “U.S. means the several states of the United States and the District of Columbia;
      47. U.S. Citizen or U.S. Resident” includes any U.S. citizen, U.S. lawful permanent resident, individual who meets the “substantial presence” test described in section 7701(b)(3) of the U.S. Internal Revenue Code of 1986 (as amended), protected individual under section 1324b(a)(3) of the U.S. Immigration and Nationality Act, or individual who holds a passport issued by the United States Government;
      48. USDt” means the Digital Token commonly referred to as Tether, as utilized from time to time by BFXD;
      49. User Submissions” has the meaning set out in paragraph 8 of these Derivative Terms of Service;
      50. U.S. Financial Institution” means any U.S. Person and any of its affiliates, branches, offices, or agents incorporated, organized, or located in the United States or Territory or Insular Possession of the United States that is engaged in the business of: (i) accepting deposits; (ii) making, granting, transferring, holding, or brokering remittances, loans, or credits; or (iii) purchasing or selling foreign exchange, securities, commodity futures or options, or procuring purchases and sellers thereof, whether as principal or agent, and this term applies to affiliates, branches, offices, and agencies of any foreign financial institution that are located in the United States or Territory or Insular Possession of the United States, but not such foreign financial institution’s affiliates, branches, offices, or agencies located outside the United States and Territory or Insular Possession of the United States;
      51. U.S. Person” means:
        1. a U.S. Citizen or U.S. Resident;
        2. a corporation, partnership, or other entity established or organized in or under the Laws of the United States;
        3. any estate of a decedent who was a U.S. Citizen or U.S. Resident;
        4. any trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more United States Persons have the authority to control all substantial decisions of the trust;
        5. any Person organized or incorporated outside the United States and the Territory or Insular Possession of the United States in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly (i) holds a 50 percent or greater equity interest by votes or value, (ii) holds a majority of seats or memberships on the board of directors of the entity, or (iii) authorizes, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the Person; or
        6. any pension plan for the employees, officers or principals of a legal entity described in paragraph 1.1.51.2, unless the pension plan is primarily for foreign employees of such entity.
      52. you” or “your” means the user.
    2. Headings: The headings and sub-headings in these Derivative Terms of Service are for ease of reference only and are not to be taken into account in the construction or interpretation of any provision or provisions to which they refer.
    3. Extended Meanings: Unless otherwise specified in these Derivative Terms of Service, words importing the singular include the plural and vice versa and words importing gender include all genders.
    4. Governing Law: These Derivative Terms of Service shall be governed by and construed and enforced in accordance with the Laws of the British Virgin Islands, and shall be interpreted in all respects as a British Virgin Islands contract. Any dispute, controversy, claim or action arising from or related to your access or use of the Derivative Site or these Derivative Terms of Service likewise shall be governed by the Laws of the British Virgin Islands, exclusive of choice-of-law principles.

2. Right to Use the Derivative Site: If you (a) have a Derivative Wallet, (b) are not a Prohibited Person, (c) do not operate your Derivative Wallet for the benefit of a Prohibited Person and (d) comply with these Derivative Terms of Service, BFXD grants you the limited right to use the Derivative Services. The right to use the Derivative Services is a personal, restricted, non-exclusive, non-transferable, non-sublicensable, revocable, limited license, and it is subject to the limitations and obligations in these Derivative Terms of Service. Nothing in these Derivative Terms of Service gives you any license (other than as set out in this paragraph), right, title, or ownership of, in, or to the Site, any of the Site Services, the Copyrights or the Marks. BFXD may suspend or terminate the provision of Derivative Services to you /or freeze or terminate your Derivative Wallet, as required by applicable Laws or where BFXD determines that you have violated, breached, or acted inconsistent with any of these Derivative Terms of Service.

2.1. Every Prohibited Person is strictly prohibited from directly or indirectly holding, owning or operating a Derivative Wallet in any way or otherwise transacting on or using the Derivatives Services or the Derivative Site.

2.2. No Derivative Wallet may be operated for and no order or transaction in a Derivative Wallet may be for the financial or other benefit of a Prohibited Person.

2.3. With respect to any Person organized or incorporated outside the United States and the Territory or Insular Possession of the United States, the prohibitions in paragraphs 2.1 and 2.2 are governed by the terms of paragraph 1.1.51.5 and will be applied at the entity level.

3. Perpetual Contract Trading: BFXD facilitates peer-to-peer trading of “Perpetual Contracts”. A Perpetual Contract is a type of derivative contract that is based on the rate of exchange between two specific Digital Tokens (for example, the rate of exchange between bitcoin and USDt) (a “Digital Token Pair”). A Perpetual Contract may be traded by market participants on a leveraged basis without owning a Digital Token itself. A Perpetual Contract is different from a traditional exchange-traded futures contract because a Perpetual Contract does not have a fixed expiry date or fixed final settlement date. You acknowledge that the Perpetual Contract does not have an expiry date or final settlement date and that your open Perpetual Contract position will persist and will be subject to the risk of market price fluctuation at all times unless and until the position is liquidated in its entirety by you or liquidated or terminated by BFXD in accordance with these Derivative Terms of Service.

A long position in a Perpetual Contract will increase in value as the market price of the Perpetual Contract rises and will decrease in value as the market price of the Perpetual Contract declines. A short position in a Perpetual Contract will increase in value as the market price of the Perpetual Contract declines and will decrease in value as the market price of the Perpetual Contract rises. The market pricing of each Perpetual Contract can be influenced by many factors, including, but not limited to, the market pricing of the underlying Digital Token Pair (“Reference Token Pair”) in the Bitfinex.com peer-to-peer Digital Token trading market for that Digital Token Pair operated at the Site and Funding Payment obligations, which are described in paragraph 3.2. Further information for each type of Perpetual Contract (for example, BTCF0:USTF0) is provided in a Product Description, which may be found at the Derivative Site.

Trading a Perpetual Contract requires a user of the Derivative Site to commit an amount of a specified type of Digital Token(s) (“Settlement Token”) as collateral sufficient to satisfy BFXD’s initial minimum margin requirement and minimum maintenance requirement, plus an additional amount to cover other obligations such as transaction fees. Failure to maintain that minimum amount of margin and other collateral can result in the forced liquidation of a user’s position in a Perpetual Contract in accordance with these Derivative Terms of Service.

IMPORTANT: Buying and selling a Perpetual Contract involves market risks of loss. Many of those risks are described in the Derivative Products Risk Disclosure Statement and the Perpetual Contract Funding Summary. You represent that you have received, read, and understand the Derivative Products Risk Disclosure Statement and the Perpetual Contract Funding Summary and understand and accept and assume the risks they describe. You further represent that you have read, understand and accept the terms of these Derivative Terms of Service.

3.1. Agreement to Pay Transaction Fees: You agree to pay the transaction fees BFXD charges for your entering into transactions in Perpetual Contracts and for your use of the Derivative Site and the Derivative Services, which are detailed in the Derivative Fee and Margin Schedule. You agree that BFXD has the right to revise the applicable transaction fees and to amend and update the Derivative Fee and Margin Schedule at any time at its sole discretion. Any such revisions to the transaction fees will apply prospectively following the effective time of the fee revision.

3.2. Agreement to make Funding Payments: You agree that, when a Funding Payment, as described in the Perpetual Contract Funding Summary, is required from your Derivative Wallet to one or more Derivative Wallets with positions on the other side, you will pay and you authorize BFXD to debit and transfer from your “Available Derivative Wallet Balance” and from Margin Collateral in your Derivative Wallet any amount of Settlement Tokens that is required to satisfy the required Funding Payment. The amount required to be paid pursuant to a Funding Payment is governed by the terms set forth in the Perpetual Contract Funding Summary. You agree that BFXD may change the terms for Funding Payments at its discretion at any time.

3.3 Leverage and Margin: You agree that BFXD in its sole discretion may set the minimum initial and minimum maintenance margin requirements and the limits on leverage for each open, unexecuted order and each open position in a Perpetual Contract in your Derivative Wallet, which are detailed in the Derivative Fee and Margin Schedule. You agree that BFXD has the right at any time, in its sole discretion, to revise the Derivative Fee and Margin Schedule and the initial margin and maintenance margin requirements and leverage limits applicable to your open orders and open positions in each Perpetual Contract. BFXD may set leverage, margin, and other collateral requirements for your open orders and open positions in Perpetual Contracts based on a variety of factors, including, but not limited to, the size of your open orders and open positions and the volatility of market prices for the Perpetual Contract. You accept and agree to comply at all times with and satisfy, without notice from BFXD, the leverage limits, initial and maintenance margin requirements, and other collateral requirements for each open order and open position in a Perpetual Contract in your Derivative Wallet.

All transfers of margin and collateral must be in the particular type of Settlement Token(s) that BFXD specifies for the particular Perpetual Contract. You agree that BFXD will hold the Digital Tokens reflected in your Derivative Wallet within digital wallets on the blockchain or in cold storage wallets, each of which is owned or under the control of BFXD or its Affiliate. While the Digital Tokens that you transfer into your Derivative Wallet will be recorded by BFXD as owned by you, the Digital Tokens transferred into your Derivative Wallet may be commingled with the Digital Tokens of other users of the Site and with the Digital Tokens of BFXD and its Affiliates. You agree that any commingling of your Digital Tokens with those of other customers and those of BFXD and its Affiliates poses certain risks of loss to you as disclosed in paragraph 7 of the Derivative Products Risk Disclosure Statement.

You agree that the Digital Tokens that you transfer into your Derivative Wallet shall be accounted for and treated within two different types of balances: “Total Derivative Wallet Balance” and “Available Derivative Wallet Balance”. You agree that your Total Derivative Wallet Balance and your Available Derivative Wallet Balance shall be determined by BFXD. You agree that the difference between your Total Derivative Wallet Balance and your Available Derivative Wallet Balance is the amount of Settlement Tokens committed to satisfy margin and other collateral requirements for open orders and open positions in Perpetual Contracts. The amount of Settlement Tokens committed to satisfy margin and other collateral requirements for open orders and open positions for each Perpetual Contract will be referred to in this Derivative Terms of Service as “Margin Collateral”.

You understand and agree that separate margin requirements apply for each type of Perpetual Contract on the Derivative Site, such that Margin Collateral for a particular Perpetual Contract will support only the margin and other collateral requirements for the particular open orders and open position in that Perpetual Contract. You understand and agree that BFXD does not allow “cross margining” between open orders and open positions in different Perpetual Contracts by which the margin requirements would be set in reference to the net market risk across open orders and open positions in different Perpetual Contracts.

You acknowledge and agree that you shall not be permitted to execute an order for a Perpetual Contract unless the Available Derivative Wallet Balance in your Derivative Wallet at such time is sufficient to satisfy the amount of (i) the minimum initial margin required by BFXD for that order, and (ii) any other collateral BFXD requires to support that order. When you place an order to trade a Perpetual Contract, you agree that BFXD is authorized to and will allocate a sufficient amount of the Digital Tokens in your Available Derivative Wallet Balance to satisfy the Margin Collateral requirements for such open order.

You agree that any Margin Collateral in your Derivative Wallet that is committed to a particular Perpetual Contract may not be transferred from your Derivative Wallet or allocated to support open orders or open positions in other Perpetual Contracts. Such Margin Collateral may be transferred or reallocated to support another Perpetual Contract order or position only in three instances:

(i) following cancellation of an order or closing of a position in a Perpetual Contract, the Settlement Tokens that had supported the order or position as Margin Collateral may be transferred or reallocated;

(ii) following reduction in the size of an open order or open position in a Perpetual Contract, the remaining Margin Collateral that exceeds BFXD’s requirements for the continuing open order or open position may be transferred or reallocated; and

(iii) if BFXD exercises its discretion to permit the leverage applicable to an open order or open position to be changed and that change reduces the Margin Collateral BFXD requires, the excess Margin Collateral may be transferred or reallocated.

You understand and agree that BFXD is not required to treat or credit any Digital Token within your Available Derivative Wallet Balance as Margin Collateral satisfying minimum initial and minimum maintenance margin requirements for your open orders and open positions in Perpetual Contracts. You agree that, in the event BFXD forces the liquidation or termination of any of your open positions in Perpetual Contracts, as described in paragraphs 3.4 to 3.5 below, you will forfeit ownership of any of the excess Margin Collateral that was committed to the liquidated or terminated position that remains after the liquidation or termination and that BFXD will transfer any such excess Margin Collateral to the Liquidation Fund described in paragraph 3.6 below.

3.4. Forced Closure of Positions and Margin Collateral by BFXD: You authorize BFXD to close any of your open orders and liquidate or terminate your open positions in a Perpetual Contract and limit or suspend your trading in that Perpetual Contract in the event BFXD, in its sole judgment and discretion, determines that the Margin Collateral supporting those open orders and open positions fails to satisfy BFXD’s minimum margin requirements for the open orders or the open position, or that BFXD determines that market conditions, market disruption, or your breach of these Derivative Terms of Service require closure and liquidation of such open order or open position.

You agree that, in the event BFXD liquidates or terminates your position in a Perpetual Contract, any remaining Margin Collateral that had supported the liquidated or terminated position will be forfeited by you and contributed to the Liquidation Fund described in paragraph 3.6. You agree to bear and assume the risk of all financial and other Losses resulting from the liquidation or termination of your Perpetual Contract positions. You agree that you have no right to claim damages, specific performance, restitution, or any other form of economic return or compensation whatsoever against BFXD as a result of BFXD’s liquidation or termination of any of your open positions in a Perpetual Contract.

Circumstances that may result in the forced closure of your open orders and forced liquidation or termination of your open positions in a Perpetual Contract include, but are not limited to, the following.

3.4.1. Failure to Satisfy Minimum Margin Requirements: You agree that BFXD may automatically and without prior notice to you close your open orders and liquidate or terminate your open position in a Perpetual Contract if BFXD, in its sole judgment and discretion, determines that the amount of Margin Collateral supporting the open orders and open position in that Perpetual Contract is insufficient to satisfy the minimum margin and other collateral requirements set by BFXD.

3.4.2. Failure to Comply with these Terms of Service: You agree that, if you breach or fail to comply with any of the obligations and requirements of these Derivative Terms of Service, BFXD has the right and authority to automatically and without prior notice to you close your open orders and liquidate or terminate your open position in a Perpetual Contract.

3.4.3. Closure of Market Positions as a Result of Market Conditions: You agree that BFXD may close your open orders and liquidate or terminate your open position in a Perpetual Contract when, in BFXD’s sole judgment and discretion, it believes such action is appropriate to address unusual, disruptive, or problematic market conditions.

3.4.4. Derivative Wallet Freeze: You agree that BFXD may close your open orders and liquidate or terminate your open position in a Perpetual Contract if your Derivative Wallet is frozen by BFXD pursuant to paragraph 3.8.

3.5. The Processes and Risks Related to Forced Closure of Positions: You agree that BFXD may use two different processes to force the closure of your open position in a Perpetual Contract—the “Position Liquidation Process” and the “Position Termination Process.” You understand and agree that each process of forced closure of open positions in a Perpetual Contract has separate and distinct risks of financial loss for you.

3.5.1. The Position Liquidation Process: You understand and agree that the Position Liquidation Process will involve the liquidation of your open positions in a Perpetual Contract by offsetting them against open market orders of other users of the Derivative Site in that Perpetual Contract. You understand and agree that this process will result in the total loss of all of the Margin Collateral that supported the liquidated positions. By entering into these Derivative Terms of Service, you understand and agree that, following liquidation of open positions in accordance with the Position Liquidation Process, any remaining Margin Collateral that supported those positions will be forfeited by you and transferred by BFXD to the Liquidation Fund.

3.5.2. The Position Termination Process: You understand and agree that the Position Termination Process involves the forced liquidation of an open position in a Perpetual Contract, such that the open position to be liquidated will be offset and liquidated against the open position or positions of other users at prices worse than the prevailing market price at the time of the liquidation. Among the circumstances when the Position Termination Process could be used would be when an open position of a user cannot be liquidated at prevailing market prices without causing a deficit balance in the Margin Collateral that was committed to the terminated position, which could be upon, but is not limited to, a Funding Payment.

You understand and agree that BFXD in employing the Position Termination Process will endeavor to match and offset the open positions that require liquidation against the existing open market positions on the other side of the market that have the greatest percentage unrealized gain at the time the Position Termination Process is used. If multiple open positions of multiple users have the same percentage gain, then BFXD will liquidate positions starting with the oldest position. For the user whose open orders and positions require use of the Position Termination Process, the risks of financial loss are similar to those associated with the Position Liquidation Process. For a user whose open positions are used to accomplish the forced liquidation, the Position Termination Process will result in a lesser gain for that user than if the user’s open positions were liquidated at the then prevailing market price.

By entering into these Derivative Terms of Service, you understand and agree to BFXD’s use of its Position Termination Process and the risks of financial loss it involves.

3.6. Liquidation Fund: BFXD maintains a “Liquidation Fund” in an amount it chooses in its sole discretion. BFXD has no obligation to continue to maintain or at any time increase the Liquidation Fund. The Liquidation Fund is funded (i) in part by BFXD in amounts and at times based on its sole discretion; and (ii) in part by the amount of users’ Digital Tokens that are forfeited as a result of the Position Liquidation Process and the Position Termination Process. BFXD, in its sole discretion, may, but is not required to, draw upon and apply Digital Tokens in the Liquidation Fund to cover insufficient Margin Collateral to satisfy forced liquidations in the Position Liquidation Process and/or the Position Termination Process and to cover deficit balances in user accounts arising as a result of the Position Liquidation Process and the Position Termination Process. You agree that the Liquidation Fund may be funded pursuant to these methods and that the Liquidation Fund is for the sole benefit of BFXD and its Associates in consideration of the administration of Perpetual Contract markets. BFXD has no obligation to continue to maintain the Liquidation Fund in any amount (or at all) and may remove Digital Tokens from the Liquidation Fund for any purpose, including, but not limited to, unrelated expenses of BFXD or for the financial gain of BFXD and its Associates. You further agree that you have no claim to or interest in any Digital Tokens in the Liquidation Fund, and waive and agree not to make any such claim.

3.7. Your Assumption and Acceptance of the Risk of Loss; Resolution of Conflicts: You agree that you assume and bear the risk of any and all Losses in your Derivative Wallet and that you have no right whatsoever to claim damages, specific performance, or compensation in any form from BFXD as a result of its administration of markets in Perpetual Contracts. In the event of any discrepancy in the information reflected in your Derivative Wallet or elsewhere on the Site and information on the books and records of BFXD, the books and records of BFXD shall be final and binding for all purposes, even if this results in Losses to you or increases your Losses.

3.8. BFXD’s Right to Freeze Your Derivative Wallet: You consent and agree that BFXD has the right to and may freeze your Derivative Wallet in the event that BFXD suspects or has reason to believe you are engaged or have engaged in unlawful, disruptive or suspicious trading or other activity or have breached any of the Site Terms of Service. You agree that when your Derivative Wallet is frozen, you will not be able to make transfers to or from your Derivative Wallet nor will you be able to trade. BFXD reserves the right to investigate your conduct and activities, and you agree to fully cooperate with such investigation and provide any information requested by BFXD. As part of this investigation, BFXD may, at its sole discretion, decide to close your Derivative Wallet. This may result in the closure of your open orders and liquidation or termination of your open positions in Perpetual Contracts pursuant to the Position Liquidation Process or the Position Termination Process.

4. Risks and Limitation of Liability: Important: This paragraph is in addition to the Derivative Products Risk Disclosure Statement and the Perpetual Products Funding Statement. Trading in Derivative Products and Digital Tokens is volatile and markets shift quickly in terms of price, liquidity, market depth, and trading dynamics. The information presented on or through the Site is made available solely for general information purposes, and BFXD and its Associates do not warrant the accuracy, completeness, or usefulness of this information. You are solely responsible and liable: for any and all trading and non-trading activity on the Site and for your Digital Tokens Wallet and Derivative Wallet on the Site; and, for knowing the correct status of any position or contract with any other party on the Site, even if presented incorrectly by the Site at any time. You acknowledge and agree: to be fully responsible and liable for your trading and non-trading actions and inactions on the Site and all gains and Losses sustained from your use of the Site and any of the Site Services; to be responsible for any negative balance in your Derivative Wallet on the Derivative Site; to be fully responsible and liable for all of your obligations with respect to any financing activities on the Site; and, to be fully responsible for safeguarding access to, and any information provided through, the Site and any of the Site Services, including, but not limited to, Digital Tokens Wallet, Digital Tokens Address, private keys, usernames, passwords, and bank account details.

There is no guarantee against Losses on the Site. You may lose more than is in your Derivative Wallet if you engage the Derivative Services on the Site or if there is a force majeure event.

5. Role of BFXD: BFXD does not act as principal, counterparty, or market-maker in the transactions effected through trading on the Site (including in respect to Derivative Products) or in providing financing for financed trading on the Site. However, BFXD administers the trading platform for the bids, offers and executed contracts among parties contracting in Derivative Products on the Derivative Site. You hereby irrevocably authorize and instruct BFXD: to implement, levy, monitor, and maintain a lien on all Fiat amounts and Digital Tokens in your name or control in any Derivative Wallet on the Derivative Site in favor of BFXD (a “Lien”); and, to liquidate any Digital Tokens or Fiat in your name or control in any Derivative Wallet if necessary to ensure that any Derivative Product counterparty is paid in accordance with the terms, and subject to the conditions of the relevant Derivative Product.

6. Satisfaction of Liens: If and when you seek to remove all of your Digital Tokens and Fiat funds from the Derivative Wallet and there is a Lien outstanding against any of your Fiat funds or Digital Tokens, BFXD may satisfy the Lien. Aside from the Lien, you agree neither to create nor to have outstanding any security interest whatsoever over any of your Digital Tokens and Fiat funds reflected in your Derivative Wallet.

7. Transfers: BFXD reserves the right to process and effectuate any transfer from the Derivative Wallet using Fiat or one or more Digital Tokens selected by BFXD, including, but not limited to, USDt, even if you initiate a transfer from the Derivative Wallet in a different Digital Token or Fiat. In the course of processing and transferring Fiat or one or more Digital Tokens into or out of your Derivative Wallet, BFXD may be required to share your user information with other contractual parties, including, but not limited to, financial institutions, or as required under applicable Laws or demanded upon a lawful request by any Government. You hereby irrevocably grant full permission and authority for BFXD and its Associates to share this information with such contractual third parties, or as required under applicable Laws or demanded upon a lawful request by any Government, and release BFXD from any liability, error, mistake, or negligence related thereto.

8. User Submissions: The Site or certain Site Services may contain member profile pages, forums, groups, and other interactive features that allow users to post, submit, publish, display, or transmit to other users’ content or materials (collectively, “User Submissions”) on or through the Site. You hereby grant BFXD and its Affiliates a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, modify, publish, transmit, broadcast, display, and distribute the User Submissions in any and all media or distribution methods, whether now known or later developed. You agree that you are responsible for, and indemnify and save and hold harmless BFXD and its Associates from, any User Submissions you submit or contribute, and you, not BFXD or its Associates, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. BFXD and its Associates are not responsible, or liable to any Person, for the content or accuracy of User Submissions posted by you or other users of the Site.

9. Resolution of Disputes:

9.1. Any dispute, claim, controversy or action arising out of or related to (a) these Derivative Terms of Service or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your Derivative Wallet, the operations and services of the Derivative Site, or (c) your access to or use of the Derivative Services at any time, shall be subject to the exclusive jurisdiction of the courts of the British Virgin Islands. For the avoidance of doubt, and without limiting the generality of the foregoing, this provision expressly applies to any claim, whether in tort, contract or otherwise, against BFXD.

9.2. You irrevocably and unconditionally agree and consent to the jurisdiction and venue of the courts of the British Virgin Islands, and you waive any objections thereto, including under the doctrine of forum non conveniens or other similar doctrines.

9.3. You and BFXD agree that any Party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No adjudicator may consolidate or join more than one Person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any one BFXD user cannot and may not affect any other BFXD users.

9.4. JURY TRIAL WAIVER: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING OF ANY KIND WHATSOVER ARISING OUT OF OR RELATING TO THESE DERIVATIVE TERMS OF SERVICE OR ANY BREACH THEREOF, ANY USE OR ATTEMPTED USE OF THE DERIVATIVE SITE OR THE DERIVATIVE SERVICES BY YOU, AND/OR ANY OTHER MATTER INVOLVING THE PARTIES.

10. Prohibited Uses: You may not:

10.1. use the Site or any Site Services in order to disguise the origin or nature of illicit proceeds of, or to further, any breach of applicable Laws, or to transact or deal in any contraband Digital Tokens, Fiat, funds, property, or proceeds;

10.2. use the Site or any Site Services if any applicable Laws, including, but not limited to, AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws, prohibit, penalize, sanction, or expose BFXD to liability for any Derivative Services furnished or offered to you or your Derivative Wallet under these Derivative Terms of Service;

10.3. use the Site or any of the Site Services, or any financial services of any U.S. Financial Institution, whether or not an Associate of BFXD, to facilitate, approve, evade, avoid, or circumvent any applicable Laws, including, but not limited to, AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws;

10.4. use the Site or any Site Services to evade taxes under the Laws of the British Virgin Islands, the Seychelles, the United States, or any other jurisdiction(s) applicable to you or the Site;

10.5. trade or otherwise transact on the Derivative Site, or use any Derivative Services, with anything other than Fiat, funds, keys, property, or Digital Tokens that have been legally obtained by you and that belong to you;

10.6. use the Derivative Site or any Derivative Services to interfere with or subvert the rights or obligations of BFXD or the rights or obligations of any other Derivative Site user or any other Person;

10.7. post, submit, publish, display, or transmit any User Submission that violates the Site Terms of Service or the rights of any Person, including, but not limited to, the intellectual property rights of any Person;

10.8. trade using misleading or inaccurate information presented to the Derivative Site or to BFXD or take advantage of any technical glitch, malfunction, failure, delay, default, or security breach;

10.9. use the Derivative Site or any Derivative Services to engage in conduct that is detrimental to BFXD or to any other Derivative Site user or any other Person;

10.10. use the Site or any Site Services to: (i) engage or attempt to engage in wash trading, spoofing, fictitious trading or price manipulation; (ii) enter orders or quotes with the intent to disrupt, or with reckless disregard for the adverse impact on, the orderly conduct of trading or the fair execution of transactions; or (iii) enter orders or quotes in the Derivative Site or any Digital Token market with the intent of creating the false impression of market depth or market interest;

10.11. falsify any account, Site registration, exchange, or administration details provided to BFXD or any of its Associates, impersonate another Person or misrepresent your affiliation with a Person;

10.12. post, submit, publish, display, or transmit any User Submission that is likely to deceive any Person;

10.13. falsify or materially omit any information or provide misleading or inaccurate information requested by BFXD or any of its Associates, including, but not limited to, at Site registration or during the course of administering any Site Services to you;

10.14. cause injury to, or attempt to harm, BFXD, any of its Associates or any Person through your access to the Site or any Site Services, including, but not limited to, posting, submitting, publishing, displaying, or transmitting any User Submission that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;

10.15. promote discrimination based on race, religion, nationality, disability, sexual orientation, gender or gender identity, or age;

10.16. give the impression that a User Submission emanates from or is endorsed by BFXD or its Associates or any other Person if that is not the case;

10.17. have more than one account and more than one Derivative Wallet on the Derivative Site;

10.18. access the Site or use any Site Services utilizing any virtual private network, proxy service, or any other third-party service, network, or product with the effect of disguising your IP address or location, or access the Site or use any Site Services from, or being subject to, the jurisdiction of any Prohibited Jurisdiction or Government or Government Official thereof;

10.19. post, submit, publish, display, or transmit any advertising or promotional material without the prior written consent of BFXD or its Affiliate;

10.20. utilize a Derivative Wallet, any Derivative Services or the Derivative Site for the financial or other benefit of a Prohibited Person; or

10.21. violate, promote, or cause a violation of, or conspire or attempt to violate these Derivative Terms of Service or applicable Laws.

Any use as described in this paragraph shall constitute a “Prohibited Use”. If BFXD determines or suspects that you have engaged in any Prohibited Use, BFXD may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanction may include, but is not limited to, removing or declining to post any User Submissions you provide, making a report to any Government, law enforcement, or other authorities, without providing any notice to you about any such report; confiscation of any Fiat, funds, property, proceeds, or Digital Tokens in any Derivative Wallet that you have on the Derivative Site; and, suspending or terminating your access to any Derivative Services or Fiat, funds, property, or Digital Tokens from any Derivative Wallet. BFXD may, at its sole and absolute discretion, seize and deliver your property to any applicable Government, law enforcement, or other authorities where circumstances warrant. In addition, should your actions or inaction result in Loss being suffered by BFXD or any of its Associates, you shall pay an amount to BFXD or the Affiliate so as to render BFXD or the Affiliate whole, including, but not limited to, the amount of taxes or penalties that might be imposed on BFXD or the Associate.

11. Due Diligence Generally, Anti-Money Laundering and Counter-Terrorist Financing: BFXD is committed to providing safe, compliant, and reputable Derivative Services and to identify, detect, prevent, and report on money laundering, terrorist financing, and other improper activities under applicable AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws. Accordingly, BFXD insists on a comprehensive and thorough user due diligence process and ongoing analysis and reporting. By agreeing to these Derivative Terms of Service, you shall affirmatively certify that you are not a Prohibited Person and are not utilizing a Derivative Wallet for the benefit of a Prohibited Person, and must provide promptly all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of BFXD or any of its Affiliates. Additionally, BFXD may assess whether you will make, or intend to make, a transfer of Fiat or Digital Tokens to, from, or through any U.S. Financial Institution to facilitate the provision of the Derivative Services, and if applicable, you must provide all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of BFXD. You agree to provide promptly any documentation, information, or records requested by BFXD at any time, including, but not limited to, a self-certification permitting the determination of tax residence and status under Tax Information Exchange Laws. Such information may include, but is not limited to, self-certifications as to beneficial ownership. BFXD needs to retain certain information, documentation, and records on file pursuant to applicable Laws and its contractual relationships, and BFXD hereby expressly reserves the right to keep such information, documentation, and records. Additionally, BFXD monitors for and assesses suspicious or sanctionable transactions under applicable AML, CTF, Anti-Corruption, and Economic Sanctions Laws, as well as undertakes mandatory reporting to FinCEN, OFAC, FIA, and international regulators. These undertakings shall apply even when you suspend or terminate your relationship with BFXD or abandon your application to have a Derivative Wallet. Our policies apply to any and all Digital Tokens, Fiat, and other funds or property being exchanged on or through the Derivative Site or by any of you or your Affiliates.

BFXD reserves the right to bar transactions from or to, to undertake enhanced due diligence, or to suspend or terminate the administration of Derivative Services, or the creation or administration of any Derivative Wallet for or with, any user for any reason (or for no reason) at any time, including, but not limited to, the provisions of paragraphs 10 and 13, subject to any limitations imposed by applicable Laws. Without limiting the generality of the foregoing, this includes, but is not limited to, any transfer, transaction, business, or dealing with a: (i) Sanctioned Person; (ii) Prohibited Jurisdiction or a citizen or resident of, Government or Government Official of, or Person in or subject to jurisdiction of, any Prohibited Jurisdiction; (iii) U.S. Person; (iv) citizen or resident of Canada, Seychelles, the British Virgin Islands or Switzerland; (v) Person from or in any jurisdiction that does not meet international AML–CTF standards (including any jurisdiction identified by the FATF as high-risk, non-cooperative, or strategically deficient jurisdictions, including, but not limited to, Botswana, Cambodia, Ethiopia, Ghana, Pakistan, Serbia, Sri Lanka, Trinidad and Tobago, Tunisia and Yemen); (vi) Person that is a Government Official or Politically Exposed Person within the meaning of the FATF’s 40 Recommendations; (vii) Person that presents a risk of any exposure to penalties, sanctions, or other liabilities under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, or tax Laws that may apply; (viii) Person that BFXD determines is acting in the United States or Territory or Insular Possession of the United States (whether or not by, to, through, or from any U.S. Financial Institution) in violation of, causing any other Person, including, but not limited to, any of the Associates, to violate, attempting or conspiring to violate, or evading or circumventing these Derivative Terms of Service or applicable Laws; and (ix) Person that fails to meet any user due diligence standards, requests, or requirements of BFXD, or otherwise appears to be of high risk, including, but not limited to, any of the foregoing factors. In lieu of refusing access or ongoing administration of your Derivative Wallet, BFXD may, in its sole discretion, perform enhanced due diligence procedures. At all times, you may be subject to enhanced due diligence procedures in your use of the Site and any Site Service. If you decline to provide requested due diligence information or otherwise do not reply timely or substantively with the documentation or data requested, BFXD has the absolute discretion to suspend or terminate Derivative Services to you immediately.

12. Intellectual Property:

12.1. The trademarks, service marks, and trade names, including, but not limited to, both word marks and design marks (the “Mark(s)”) are used by BFXD under license. You agree not to appropriate, copy, display, or use the Marks or other content without express, prior, written permission from BFXD or the owner of the Marks, including, but not limited to, as a domain name, as social media profile/handle, on a website, in an advertisement, as or in connection with a phone number, as or in connection with an email address, in Internet search results, in meta data or code, or in any other manner;

12.2. Unless otherwise indicated, all materials on the Site are used by BFXD under license (“Copyrights”). You agree not to appropriate, copy, display, or use the Copyrights or other content without express, prior, written permission from BFXD or the third-party owner;

12.3. You may link to the Site’s homepage or other pages, provided you do so in a way that is fair and legal and does not damage BFXD’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on BFXD’s part without prior, express, written consent;

12.4. The Site may provide certain social media features that enable you to link, send communications, or display certain content from the Site. You may use these features solely as they are provided by BFXD. You may not establish a link from any website that is not owned by you, cause the Site or portions of it to be displayed on or by any other site (for example, framing, deep linking, or in-line linking), or otherwise take any action with respect to the materials on the Site that is inconsistent with any other provision of these Derivative Terms of Service; and

12.5. The Site and Site Services are protected by copyright, trademark, and other intellectual property or proprietary rights laws in various jurisdictions. All rights not expressly granted to you in these Derivative Terms of Service are reserved. Except as expressly authorized by BFXD, you will not (a) license, sublicense, rent, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any Person all or any part of the Site or Site Services in any way; (b) copy, modify, republish, distribute, or make derivative works based upon all or any part of Site or Site Services; (c) “frame” or “mirror” all or any part of the Site or Site Services on any other server or wireless or Internet-based device; or (d) reverse engineer or access all or any part of Site or its Site Services in order to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions, or graphics of all or any part of the Site or Site Services, or (iii) copy any ideas, features, functions, or graphics of all or any part of the Site or Site Services.

13. Your Representations and Warranties: You represent and warrant to BFXD on the date of your acceptance or deemed acceptance of these Derivative Terms of Service and each day on which you utilize or access the Derivative Services, in each case with reference to the facts and circumstances existing at such date, as follows:

13.1. that, if you are an individual user, you are 18 years of age or older and that you have the capacity to contract under applicable Laws;

13.2. that, if you are using the Derivative Site on behalf of a legal entity, (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (ii) you are duly authorized by such legal entity to act on its behalf;

13.3. that you understand the risks associated with using the Derivative Site, that you are not otherwise prohibited by applicable Laws from using the Derivative Site and that you have had the opportunity to seek legal, accounting, taxation and other professional advice regarding these Derivative Terms of Service and the Derivative Services;

13.4. that you will not use the Derivative Site or any Derivative Services in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or to further, any breach of applicable AML Laws or CTF Laws, or to deal in any unlawful Digital Tokens, Fiat, property, funds, or proceeds;

13.5. that you will not trade or otherwise transact on the Derivative Site or use any Derivative Services with anything other than Fiat, funds, or Digital Tokens that have been legally obtained by you and that belong to you;

13.6. that you are currently in compliance with, and must, at your own cost and expense, comply with all Laws that relate to or affect the Derivative Services conducted under these Derivative Terms of Service, including, but not limited to, AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other tax Laws;

13.7. that you consent to any and all tax and information reporting under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other tax Laws as BFXD may reasonably determine;

13.8. that neither you nor any of your Affiliates shall use any Digital Tokens, Fiat, property, proceeds or funds subject to the Derivative Services of the Derivative Site directly or indirectly (i) on behalf of or for the benefit of a Prohibited Person or any Person subject to the jurisdiction of a Prohibited Jurisdiction, except where authorized under any Government Approval or not restricted by applicable Laws; (ii) in violation of or as prohibited, restricted, or penalized under applicable Economic Sanctions Laws; or (iii) in any way that would violate, be inconsistent with, penalized under, or cause the omission of filing of any report required under applicable AML Laws, CTF Laws, or Economic Sanctions Laws;

13.9. that you have not (i) violated; (ii) been fined, debarred, sanctioned, the subject of Economic Sanctions-related restrictions, or otherwise penalized under; (iii) received any oral or written notice from any Government concerning actual or possible violation by you under; or (iv) received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any applicable Laws, including, but not limited to, AML Laws, CTF Laws, Anti-Corruption Laws, or Economic Sanctions Laws;

13.10. that neither you nor any of your Affiliates is: (i) itself or owned (beneficially or of record) or controlled by a Sanctioned Person; (ii) involved in any transaction, transfer, or conduct that is likely to result in you or your Affiliates becoming a Sanctioned Person; (iii) residing or domiciled in, or transferring Digital Tokens, Fiat, funds, or property to, from, or through any Digital Tokens Wallet, Digital Tokens Address, or other account in, or engaging in any transaction on the Derivative Site from a Prohibited Jurisdiction; or (iv) a Government or Government Official of a Prohibited Jurisdiction;

13.11. that neither you nor any of your Affiliates has directly or indirectly offered, promised, given, or authorized any payment, or offered, promised, given, or authorized the giving of anything else of value, including, but not limited to, any Digital Tokens or Fiat, to a Government Official or individual employed by another entity in the private sector in violation of any applicable Anti-Corruption Laws;

13.12. that you will not falsify any Site or Site Services registration or administration details provided to BFXD;

13.13. that you will not falsify or materially omit any information or provide misleading or inaccurate information requested by BFXD in the course of, directly or indirectly relating to, or arising from your activities on the Derivative Site or use of any Derivative Services, including, but not limited to, at registration or during administration or other due diligence processes, and that if any information provided to BFXD becomes incorrect or outdated, including, but not limited to, information relating to your beneficial ownership, you will promptly provide corrected information to BFXD;

13.14. that you shall employ reasonable anti-virus, anti-malware and other software and techniques to protect you and your Derivative Wallet from being the victim of a hack or of other malicious actions, so as to protect the integrity of your Derivative Wallet and to keep such Derivative Wallet and the access to the Derivative Site from your account out of the reach of other Persons;

13.15. that you acknowledge and agree that Fiat, Digital Tokens or other property reflected in your Derivative Wallet are not segregated assets held in your name or for your benefit but reflected only in the books and records of BFXD;

13.16. that you acknowledge and agree that any trading or other instructions received or undertaken through your login credentials or from your authorized e-mail address on file with BFXD are deemed to be valid, binding, and conclusive, and that BFXD may act upon those instructions without any liability or responsibility attaching to it;

13.17. that you will fairly and promptly report all income associated with your activity on the Derivative Site pursuant to applicable Laws and pay any and all taxes thereon;

13.18. that you own or control all rights in and to your User Submissions and have the right to grant the licenses granted above to BFXD, its Affiliates and their respective licensees, successors, and assigns;

13.19. that BFXD and its Associates’ use of the User Submissions in connection with the Site Services does not and will not infringe the rights of any other person or violate applicable laws or regulations;

13.20. that all of your User Submissions comply with the Site Terms of Service; and

13.21. that you will accurately and promptly inform BFXD if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.

14. No Representations or Warranties by BFXD: BFXD makes no representations, warranties, or guarantees to you of any kind and, to the extent permitted by applicable Laws, BFXD expressly disclaims all representations, warranties or guarantees, express, implied or statutory, with respect to the Derivative Site and the Derivative Services. The Derivative Site and the Derivative Services are offered strictly on an as-is, where-is basis and, without limiting the generality of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose. BFXD may also provide access to features or services that are identified as “beta” or pre-release. Without limiting the preceding sentences in this paragraph, you understand that such services are still in development, may have bugs or errors, may be incomplete, may materially change prior to a full commercial launch, or may never be released commercially.

15. Third-Party Services: BFXD and its Affiliates contract with Persons to provide certain data, information, insights, analysis, and articles that are made available through the Site and the Site Services, and may also provide links to third-party websites or services that are not under the control of BFXD or its Associates (such information and services collectively, “Third-Party Services”). In addition to the Site Terms of Service, you may be bound by any additional terms required by providers of Third-Party Services. BFXD and its Associates make no representations about, and accept no liability for, any Third-Party Services. BFXD and its Associates are not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained in Third-Party Services, the services offered thereby or for their privacy and security policies and procedures.

16. No Advice: BFXD does not provide any investment, portfolio management, legal, accounting, tax or other advice, or advice on trading techniques, models, algorithms, or any other schemes.

17. Limitation of Liability and Release: Important: Except as may be provided for in these Derivative Terms of Service, BFXD assumes no liability or responsibility for and shall have no liability or responsibility for any Losses directly or indirectly arising out of or related to:

17.1. the Site Terms of Service (including, but not limited to, these Derivative Terms of Service);

17.2. the Site, and your use of it;

17.3. the Site Services, and your use of any of them;

17.4. any information or materials available through the Site, whether originating from BFXD, its Associates or any other Person;

17.5. the real or perceived value of any Derivative Products or Digital Tokens traded or utilized on the Derivative Site, or the price of any Derivative Product or Digital Token displayed on the Derivative Site at any time;

17.6. any inaccurate, misleading, or incomplete statement by BFXD or on the Derivative Site regarding your Derivative Wallet, whether caused by BFXD’s negligence or otherwise;

17.7. any failure, delay, malfunction, interruption, or decision (including, but not limited to, any decision by BFXD to vary or interfere with your rights) by BFXD in operating the Derivative Site or providing any Derivative Service;

17.8. any stolen, lost, or unauthorized use of your Derivative Wallet information, any breach of security or data breach related to your Derivative Wallet information, or any criminal or other third-party act affecting BFXD or any Associate; or,

17.9. any offer, representation, suggestion, statement, or claim made about BFXD, the Site, or any Site Service by any Associate.

You hereby agree to release the Associates from liability for any and all Losses, and you shall indemnify and save and hold the Associates harmless from and against all Losses. The foregoing limitations of liability shall apply whether the alleged liability or Losses are based on contract, negligence, tort, unjust enrichment, strict liability, violation of law or regulation, or any other basis, even if the Associates have been advised of or should have known of the possibility of such Losses and damages, and without regard to the success or effectiveness of any other remedies.

18. No Waiver; Available Remedies: Any failure by BFXD to exercise any of its rights, powers, or remedies under these Derivative Terms of Service or pursuant to any Other Site Terms of Service, or any delay by BFXD in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by BFXD does not prevent either from exercising any other rights, powers, or remedies. The remedies of BFXD are cumulative with and not exclusive of any other remedy conferred by the provisions of these Derivatives Terms of Service, or by law or equity. You agree that the remedies to which BFXD is entitled include, but are not limited to, (i) injunctions to prevent breaches of these Derivatives Terms of Service and to enforce specifically the terms and provisions hereof, and you waive the requirement of any posting of a bond in connection with such remedies, (ii) the right to recover the amount of any Losses by set off against any amounts that BFXD would otherwise be obligated to pay to you, and (iii) the right to seize and recover against any of your Digital Tokens, or your interests therein, that are held by BFXD or any of its Associates.

19. Force Majeure: BFXD is not responsible for damages caused by delay or failure to perform undertakings under these Derivative Terms of Service when the delay or failure is due to fires; strikes; floods; power outages or failures; acts of God or the state’s enemies; acts of any Government or Government Official; any and all market movements, shifts, or volatility; computer, server, or Internet malfunctions; security breaches or cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of other Persons; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against. In the event of force majeure, BFXD is excused from any and all performance obligations under these Derivative Terms of Service.

20. Assignment: These Derivative Terms of Service, and any of the rights, duties, and obligations contained or incorporated herein, are not assignable by you without prior written consent of BFXD. These Derivative Terms of Service, and any of the rights, duties, and obligations contained herein, are freely assignable by BFXD without notice or your consent. Any attempt by you to assign these Derivative Terms of Service without written consent is void. Subject to the foregoing, these Derivative Terms of Service, and any of the rights, duties, and obligations contained or incorporated herein, shall be binding upon and inure to the benefit of the heirs, executors, administrators, personal or legal representatives, successors and assigns of you and of BFXD. None of the provisions of these Derivative Terms of Service, or any of the rights, duties, and obligations contained or incorporated herein, are for the benefit of or enforceable by any creditors of you or BFXD or any other persons, except (a) such as inure to a successor or assign in accordance herewith and (b) that BFXWW Inc. and BFXNA Inc. are intended third-party beneficiaries of the rights and privileges of BFXD hereunder and shall be entitled to enforce such rights and privileges as if in direct privity under these Derivative Terms of Service, subject to the conditions and limitations hereof including, but not limited to, those relating to the resolution of disputes.

21. Severability: If any provision of these Derivative Terms of Service or part thereof, as amended from time to time, is determined to be invalid, void, or unenforceable, in whole or in part, by any court of competent jurisdiction, such invalidity, voidness, or unenforceability attaches only to such provision to the extent of its illegality, unenforceability, invalidity, or voidness, as may be, and everything else in these Derivative Terms of Service continues in full force and effect.

22. Sharing of Personal Information: From time to time, BFXD receives information requests from law enforcement agencies around the world. In this context, BFXD might be ordered to share and/or will provide on a voluntary basis, if this appears reasonable and necessary, your Personal Information with/to law enforcement agencies and/or a Government. You hereby consent to the sharing of your Personal Information as further detailed in these Derivative Terms of Service, the Privacy Policy and the Law Enforcement Requests Policy.

23. Electronic Communications and Acceptance: You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures that BFXD may provide in connection with these Derivative Terms of Service through publication on any part of the Site or to your authorized e-mail address on file with BFXD. Such notices shall be deemed effective and received by you on the date on which the notice is published on any part of the Site or on which the e-mail is sent to such authorized e-mail address. These Derivative Terms of Service may be accepted electronically, and it is the intention of the Parties that such acceptance shall be deemed to be as valid as an original signature being applied to these Derivative Terms of Service.

24. Reporting Suspected Violations: If you encounter activity or materials on the Site or the Site Services that you believe violate the Site Terms of Service, please report the suspected violation at [email protected] BFXD and its Affiliates have a process to investigate such reports and will take such action as it deems appropriate.