Cryptocurrency Agreement Terms

CRYPTOCURRENCY AGREEMENT TERMS

This Cryptocurrency Agreement Terms (the Agreement) is entered into as of by and between Service Provider Name: with principal address at , and Client Name: with principal address at .

RECITALS

WHEREAS, Service Provider operates a digital asset platform and provides custody, exchange facilitation, wallet services and related technological and advisory services with respect to digital tokens and cryptocurrencies (the Services); and

WHEREAS, Client desires to engage Service Provider to perform certain Services and to transact in specified cryptocurrencies under the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Agreement set forth the rights, obligations, allocation of risk and procedures applicable to their relationship.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Definitions

1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. Control means ownership of fifty percent (50%) or more of the voting power.

1.2 "Digital Asset" or "Cryptocurrency" means any blockchain-based token, coin or digital representation of value identified in Schedule A and any substitutes or forks thereof agreed in writing by the parties.

2. Scope of Services

2.1 Service Provider shall provide the Services described in Schedule A and such additional services as the parties may agree in writing. Services may include custody, execution, settlement, wallet management, staking, and reporting. Service Provider shall perform the Services in a commercially reasonable manner consistent with industry standards.

2.2 Client authorizes Service Provider to initiate transactions and transfer Digital Assets on Client's behalf only as expressly instructed in writing by Client or as otherwise authorized in this Agreement. Client retains sole responsibility for submitting accurate instructions and authorizations.

3. Account, Wallets and Custody

3.1 Service Provider may maintain custody of Client Digital Assets in omnibus or segregated wallets. Service Provider will use commercially reasonable technical, administrative and physical safeguards; provided, however, that Client acknowledges the inherent risks described in Section 5.

4. Fees and Payments

4.1 Client shall pay fees in accordance with the fee schedule set forth in Schedule B. All fees are due when invoiced and are non-refundable except as expressly provided herein.

4.2 Where payments are denominated in Digital Assets, the fiat-equivalent value will be determined by Service Provider using its then-applicable market sources. Client is responsible for any network fees, miner fees or gas costs associated with transfers.

5. Risk Acknowledgement and Warranties

5.1 Client acknowledges that Digital Assets are volatile and subject to regulatory, technical, and market risk including loss due to cybersecurity events, smart contract vulnerabilities, forks, or regulatory actions. Client accepts these risks and shall not hold Service Provider responsible except for loss resulting from Service Provider's gross negligence or willful misconduct.

5.2 Each party represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations, and that its execution and performance will not violate any applicable law or agreement to which it is party.

6. Compliance; KYC/AML

6.1 Client shall provide all identification, documentation and other information reasonably requested by Service Provider to satisfy anti-money laundering, sanctions screening, tax reporting and other legal and regulatory obligations. Service Provider may suspend Services pending satisfactory completion of such checks.

6.2 Client certifies that funds used with the Services are not derived from illegal activity and that Client will not use Services for any illicit purpose. Service Provider may refuse or block transactions that it reasonably suspects are unlawful.

7. Confidentiality

7.1 Each party shall hold confidential all non-public information received from the other party relating to business affairs, technology, customer data and transaction details, and shall not disclose such information except to its representatives who have a need to know and are bound by confidentiality obligations no less protective than this Section.

7.2 The confidentiality obligations shall not apply to information that is or becomes generally known to the public through no fault of the receiving party, or is required to be disclosed by law, provided the disclosing party is given prompt notice and an opportunity to seek protective measures.

8. Intellectual Property

8.1 Service Provider retains all right, title and interest in and to its technology, software, documentation and processes used to deliver the Services. No license to Service Provider intellectual property is granted except as expressly set forth herein.

9. Indemnification

9.1 Client shall indemnify, defend and hold harmless Service Provider and its Affiliates from and against any losses, claims, liabilities, damages and expenses arising out of Client's breach of this Agreement, Client's negligence, willful misconduct, or violation of applicable law.

9.2 Service Provider shall indemnify Client for direct losses to the extent arising from Service Provider's gross negligence or willful misconduct in performing the Services.

10. Limitation of Liability

10.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, WHETHER IN CONTRACT, TORT OR OTHERWISE.

10.2 THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. Term and Termination

11.1 This Agreement shall commence on the Effective Date and continue for an initial term as specified in Schedule C, renewing thereafter until terminated by either party upon thirty (30) days' written notice, subject to earlier termination for cause.

11.2 Upon termination, Service Provider shall, subject to applicable law and outstanding obligations, return or transfer Client Digital Assets in accordance with Client's written instructions, after satisfaction of fees and indemnity obligations.

12. Notices

12.1 All notices or communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice to the other.

13. Amendments; Waiver; Counterparts

13.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver.

13.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile, .pdf or electronic signatures shall be binding.

14. Governing Law; Dispute Resolution

14.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of laws principles.

14.2 The parties shall seek in good faith to resolve disputes by negotiation. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration administered in the chosen jurisdiction unless the parties mutually agree otherwise.

15. Entire Agreement; Severability

15.1 This Agreement, together with all Schedules and written fee statements, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

15.2 If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such provision shall be struck and the remaining provisions shall remain in full force and effect.

16. Miscellaneous

16.1 Independent Contractor. The parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture or agency relationship, except as expressly set forth elsewhere in this Agreement.

16.2 Force Majeure. Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, wars, strikes, pandemics or infrastructure failures, provided the affected party promptly notifies the other and uses reasonable efforts to mitigate.

Certifications and Acknowledgements

By signing below, each party certifies that it has the authority to enter into this Agreement, that it has read and understands the risks associated with Digital Assets, and that it agrees to be bound by the terms set forth herein.

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