Last Modified: June 10, 2025

These Trading Terms and Conditions (hereinafter this “Trading Agreement” or “Trading Terms and Conditions”) govern the provision of and use of Paxos Trust Company’s (“Paxos Trust”) custody services (“Custody”), as well as the crypto asset trading platform managed by Paxos Trust and operating under the trade name itBit (the “Trading Platform” and together with Custody, the “Custody and Trading Services”). As used herein, “Paxos,” “we,” “us” or “our” may refer to Paxos Trust or any of its applicable affiliates. These terms apply to each electronic form or contract executed by any User or Customer who accesses or uses the Custody and Trading Services or any website managed by Paxos with domains ending in “itbit.com” and “paxos.com” (together, the “Paxos Platform”). As used in this Trading Agreement, a “Customer” refers to a registered customer of Paxos who may obtain access to use additional non-public elements of the Paxos Platform or the  and a “User” refers to any non-registered user that accesses any public portion of the Paxos Platform. 

To the extent there is a conflict between the Trading Agreement and the terms of any other agreement you (as a User or Customer, as applicable) may have with Paxos, including, for example, the General Terms and Conditions available at https://www.paxos.com/terms-and-conditions/general-terms-and-conditions (the “General Terms and Conditions,” the Terms and Conditions for Paxos Platform Services or other agreement to access the Paxos Platform via an application programming interface or over the counter trading services agreement (collectively, “Paxos Contractual Documentation”), the terms of this Trading Agreement will govern and control. 

This Trading Agreement constitutes an addendum or supplement to your applicable Paxos Contractual Documentation and forms part of your agreement with Paxos.

Should you have any questions or comments regarding any Paxos services and products, please reach out to our customer support team by submitting a support ticket via https://help.paxos.com/hc/en-us/requests/new.

1. DEFINITIONS

1.1 “Account” means your account with the Trading Platform.

1.2 “Market Data” means the market value data compiled and published by Paxos on the Paxos Platform or otherwise, including bid prices, ask prices, trade prices and trading volume. Trading volume is calculated by adding together the notional values of trades executed on the Trading Platform.

2. CRYPTO ASSET RISKS.

2.1        As crypto assets are not legal tender and not backed by the government, they are subject to enhanced risks. These risks include (but are not limited to) the following:

1. accounts and value balances of crypto assets are not subject to Federal Deposit Insurance Corporation (“FDIC”) or Securities Investor Protection Corporation protections;

2. legislation and regulation (or lack thereof) of crypto assets or crypto trading platforms can change at any time which may adversely affect the use, transfer, trade, and/or value of crypto assets;

3. once executed, a crypto asset transaction may be irreversible, and accordingly, losses due to fraudulent or accidental transactions may not be recoverable; 

4. some crypto asset transactions will be deemed to be made when recorded on a public ledger (e.g., a blockchain), which is not necessarily the date or time that the customer initiates the transaction; 

5. the value of crypto assets may be derived from the continued willingness of market participants to trade fiat currency for crypto assets, which may result in the potential for permanent and total loss of value of a particular crypto asset should the market for crypto assets collapse; 

6. there is no assurance that a person who accepts a crypto asset as a payment today will continue to do so in the future;

7. the volatility and unpredictability of the price of crypto assets relative to fiat currency may result in significant loss over a short period of time; 

8. the value of a particular crypto asset may fall at any time, if, for example a new, better crypto asset is created or software developers make unexpected changes to how the crypto asset works;

9. as crypto assets are digital currency and therefore intangible, this means that like any other digital system, crypto assets are at risk of fraud, cyber attacks, and being affected by technical problems or difficulties which could result in you losing your crypto assets or delaying or preventing your ability to access or use them; and

10. any bond or trust account maintained by Paxos for the benefit of its customers may not be sufficient to cover all losses incurred by its customers.

For additional information regarding trading risks, please review the contents of Section 4 below.

2.2        TO THE FULLEST EXTENT PERMITTED BY LAW, PAXOS MAKES NO REPRESENTATION REGARDING THE LIKELIHOOD OR PROBABILITY THAT ANY ACTUAL OR PROPOSED TRADES ON THE TRADING PLATFORM WILL IN FACT ACHIEVE A PARTICULAR OUTCOME OR GOAL. PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE SUCCESS, AND IN FACT VOLATILITY MEANS THAT RETURNS IN ANY PERIOD MAY BE FAR ABOVE OR BELOW THOSE OF PREVIOUS PERIOD.

3. THE PAXOS PLATFORM.

3.1        Trading.

The Trading Platform allows Customers to trade crypto assets, with the Trading Platform acting in an agency capacity. All crypto assets traded by and between our Customers, are sourced from the Customers themselves. All crypto assets transferred to us by Customers for use in trading on the Trading Platform are deposited by the Trading Platform into, and are held in, an omnibus client account, controlled by the Trading Platform on your behalf. The Trading Platform enables Customers to offer a trade at a given price, or to accept a trade at a price that another Customer has offered. When the Trading Platform matches orders of its users (i.e., a Customer accepts a trade offered by another Customer), a trade occurs. This trade transfers ownership between users and is reflected in adjustments to Customers’ fiat currency and crypto asset balances on our ledger. All trading activity on the Trading Platform is “off-chain” and is not broadcast to the applicable blockchain.

3.2        Supported Assets; Termination of Supported Assets.

3.2.1        Crypto assets available on the Trading Platform for trading, for custody with Paxos, and for withdrawal, may include Bitcoin (BTC), Ethereum (ETH), Litecoin (LTC), Bitcoin Cash (BCH), PAX Gold (PAXG), Uniswap (UNI), Aave (AAVE), Polygon (MATIC), Chainlink (LINK) and Solana (SOL). BTC, ETH, LTC, BCH, and PAXG, were approved for customers of Paxos Trust through specific approval from the New York Department of Financial Services (the “NYDFS”), and UNI, AAVE, MATIC, LINK and SOL were self-certified by Paxos pursuant to our NYDFS-approved Coin Listing Policy. Stellar Lumens and Cardano are available for trading only over-the-counter, and are also available for custody with Paxos on your behalf and for withdrawal; these assets were approved for customers of Paxos Trust through specific approval from the NYDFS. Paxos has also self-certified the following crypto assets pursuant to our NYDFS-approved Coin Listing Policy: USD Coin (USDC), yearn.finance (YFI), Basic Attention Token (BAT), Dogecoin (DOGE), OMG Network (OMG), Kyber Network (KNC), Bancor (BNT), 0x (ZRX), and Uma (UMA). USD Stablecoins are available for Trading Platform credit as USD, for custody, and for withdrawal. These assets were approved for customers of Paxos Trust through specific approval from the NYDFS. Paxos does not accept fees or other monetary or in-kind compensation from the issuers of these supported tokens in connection with listing the tokens. Restrictions may apply in accordance with applicable law.

3.2.2        Your Account is intended solely for proper use of supported crypto assets as are designated by Paxos from time to time. Under no circumstances should you attempt to use your Account to store, send, request, or receive any assets other than supported crypto assets. Paxos assumes no responsibility in connection with any attempt to use your Account with crypto assets that we do not support. Paxos may choose to support new crypto assets in its sole discretion, subject to applicable law. Paxos will make reasonable efforts to provide prior notice to Customers of any decision made to support a new crypto asset. The decision to support a new crypto asset will depend on a number of factors, including regulatory approval and market demand. Paxos has not received listing fees or any other form of consideration to list any crypto asset.

3.2.3        Paxos may in its sole discretion terminate support for any particular crypto asset at any time. Paxos will make reasonable efforts to provide prior notice to Customers of any decision made to cease support of a crypto asset. If you do not sell or send such crypto asset off platform before Paxos terminates its support for such crypto asset, then Paxos may, in its discretion, remove such crypto asset from your Account and credit your Account the equivalent market value of another supported crypto asset or fiat currency minus any corresponding transaction costs.

4. DISCLAIMER; TRADING PLATFORM MARKET DATA.

4.1        We are providing you a method by which you can swap, trade, and/or store certain crypto assets, and we make no representations or warranties concerning the value, stability, or legality of any such crypto assets. Trades offered by Customers may not reflect the fair market value of the crypto asset offered. Liquidity on the Trading Platform may vary. Certain types of trades, such as market orders, may fill partly at or near fair market value and partly at a price that does not reflect fair market value. Trade with caution, and limit your trading to types of trades that are suitable for you and your risk tolerance.

For additional information regarding the difference between order types supported for trading, please consult the Paxos User Guide, available at https://help.paxos.com (the “Paxos User Guide”). Please also review thePaxos Contractual Documentation for additional risk factors applicable to you.

4.2        Paxos compiles and publishes Market Data. You understand, acknowledge and agree that, due to technical and other restrictions, the crypto asset values displayed on the Trading Platform and in the Market Data may be delayed and therefore not reflect the current, live market value of such crypto asset. Nonetheless, you agree that the values displayed on the Trading Platform control your Account and your use of the Paxos Platform, including the Custody and Trading Services. You agree that we are not responsible for any adverse consequences that you may experience, or costs that you may incur, arising from any lapse, failure, outage or error in receiving Market Data from Paxos.  

4.3        Paxos may share (including by sale or license) the Market Data with third parties. Such Market Data will not identify any particular Customer nor attribute trade(s) to a particular Customer by name, subject to the Paxos Contractual Documentation and Paxos’ Privacy Policy.   

5. FDIC COVERAGE.

U.S. Dollar deposits may be held in our custody for your benefit in one or more omnibus accounts at banks located in the United States with the intention that they are eligible for FDIC “pass-through” deposit insurance, subject to applicable FDIC regulations. Our policies are designed to comply with the FDIC’s requirements for recognition of relationships entitled to pass-through insurance.  Non-U.S. Dollar deposits held at a U.S. bank as well as U.S. dollar deposits held at banks outside of the U.S. may not be eligible for FDIC deposit insurance.  Please review the Paxos Contractual Documentation for more information about our custody of your fiat assets as well as the FDIC Pass Through Insurance Disclosures available at https://www.paxos.com/terms-and-conditions/fdic-pass-through-insurance-disclosures (the “FDIC Pass Through Insurance Disclosures”).

6. OPENING YOUR ACCOUNT.

In order to use the Trading Platform, you must create an Account. Your Account will be used to store on your behalf various crypto asset amounts and fiat currency amounts as deposited and/or received by you. In order to create and maintain an Account on the Trading Platform, you must meet certain criteria prescribed by Paxos in its sole discretion.

6.1         Account Opening Procedures.

Paxos will, as part of its account opening process: (i) cross-check the names of users against compliance databases such as the United States Department of Treasury Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals list and other governmental watch lists; (ii) require users to verify and validate their identity and identification documents presented at onboarding; and (iii) not permit any activity on platform with incomplete account opening information. 

6.2        Illegal Activities.

By your use of the Services, you represent that such use is legal in your local jurisdiction, and you agree that you will not use the Services if such use is prohibited or otherwise violates the laws of the country, state, province, or other jurisdiction in which you reside or of which you are a citizen.

7. YOUR TRADING PLATFORM ACCOUNT.

7.1        Funding Your Account.

7.1.1        After creating your Account with Paxos, you will be able to fund your Account with crypto assets and with fiat currency. 

7.1.2         To fund the Account with crypto assets, you may transfer, for example, Bitcoin, from your account(s) with third-party crypto asset provider(s) (often known as “wallets”) into your Account operated by the Trading Platform. For example, to fund your Account with 100 Bitcoin, you would use the third-party Bitcoin software to transfer your own pre-existing 100 Bitcoin from your wallet to the Trading Platform’s Bitcoin address for the omnibus client account. The Trading Platform would then credit your Account with 100 Bitcoin on the Trading Platform’s ledger, and you would be able to trade those Bitcoin on the Trading Platform.

7.1.3        You may also fund your Account with fiat currency transferred from your account(s) with financial institutions. These would be transferred to the omnibus client account to be held on your behalf, and then the Trading Platform would credit your Account for that amount of fiat currency on the Trading Platform’s ledger. If a fiat currency deposit does not originate from a bank account owned by you, it will be rejected and returned immediately. Fiat currency sent before 3:00 p.m. EST will typically be credited to your Account on the same day or next business day. US dollar deposits may not be credited outside of normal banking hours. Transfer times are subject to bank holidays, the internal processes and jurisdiction of your bank, and the internal processes of our banks. In certain situations, fiat currency deposits may be delayed in connection with Downtime (as defined below).

7.1.4        When determining the amount you wish to transfer into your Account, you should be aware that you must deposit funds prior to placing an order through the Trading Platform in an amount sufficient to satisfy your order (and associated fees, if any). All orders on the Trading Platform must be pre-funded or they will not be accepted by Paxos or the Trading Platform.

7.1.5        You represent and warrant that all funds, including fiat currency and crypto assets, that you transfer to us do not represent the proceeds of any criminal or fraudulent activity. You are not allowed to receive funds in your Account from a sender other than yourself, unless you receive specific prior approval otherwise from us. If we reasonably determine that you are not the owner of funds in your Account, we reserve the right to dispose of those funds in accordance with applicable law and in our sole discretion, which may include returning the funds to the originator or to a charity of our choosing.

7.1.6        We will make reasonable efforts to process electronic debits from and credits to your bank account, but we make no representations or warranties regarding the amount of time needed to complete processing.

7.2        Placing a Trade.

Prior to the placement of a trading order on our Trading Platform, you will be required to review the following information: the type of order (buy/sell, and market/limit/post-only order), the amount of the order, the price, and the estimated fee (if any) to be charged by the Trading Platform for executing the order. If you place a large market order, the Trading Platform may request that you re-confirm the order because large market orders may trade at a price substantially higher or lower than fair market value. For customers of Paxos Trust, we will maintain records of your transaction history for a period of no less than seven (7) years.

7.3        Irreversible Trades.

Once an order has been executed and the appropriate currencies and assets have been credited and debited from the Customers’ Accounts on the Trading Platform ledger, the transaction may not be reversible.

7.4        Canceling Trades.

7.4.1        You have the right to cancel an open (i.e., unmatched) bid or offer to sell or buy crypto assets by initiating procedures through your Account online to effectuate closure of such open bid or offer. Such cancellation request may not be processed immediately by the Trading Platform, and accordingly, the open order may be executed after the cancellation request for that order has been submitted. If this occurs, the order will not be canceled.

7.4.2        Absent mutual consent of parties involved, we reserve the right to cancel or nullify trades in the event that:

(i)        the trade resulted from an erroneous print disseminated by the underlying market that is later canceled or corrected, where such erroneous print resulted in a trade higher or lower than the average trade in the underlying currency pair during the time period encompassing five (5) minutes before and after the erroneous print, by an amount at least five times greater than the average quote width for such underlying currency pair during such time period;

(ii)        the trade resulted from an identifiable interruption or malfunction of an Trading Platform execution or communication system that caused a quote or order to trade in excess of its disseminated size or quote;

(iii)        the trade resulted from an erroneous quote in the primary market for the underlying currency pair that has a width of at least ten United States dollars (US$10.00) or that width is at least three times greater than the average quote width for such underlying crypto asset during the time period encompassing five minutes before and after the dissemination of such quote. For clarity, the underlying market includes various digital currency venues and FX rates; or

(iv)        the trade occurred at a price caused by any of the above, at a price 10% above or below fair market value, or at a price deemed clearly erroneous at Paxos’s sole discretion.

7.5        Withdrawing or Transferring Assets.

7.5.1        Customers may withdraw some or all of their crypto assets or fiat currency from their Accounts at any time, upon request to us, pursuant to these Trading Platform Terms and Conditions. Withdrawals may take up to three (3) days to complete, provided that larger withdrawals may take up to thirty (30) days to complete. Fiat currency will be transferred from the Customer’s Account with the Trading Platform to the bank account designated by, and owned by, the Customer. Please note that any withdrawal of crypto assets or fiat currency may be delayed as necessary to comply with applicable law and/or Paxos’s compliance program, including verification of customer identification, anti-money laundering procedures and as further detailed below.

7.5.2        Subject to the payment of any applicable fees as further specified herein and in the Paxos Contractual Documentation or Pricing Supplement (as defined below), you may transfer crypto assets that are supported by Paxos between your Account and (i) other Paxos Customers accounts (note if you are a Customer outside of the United States, you are not permitted to transfer USD to other Paxos Customer accounts) or (ii) external wallets held by third parties and not hosted by Paxos (“Crypto Transfers”). Insufficient payment of  third-party network or other fees may cause a Crypto Transfer to remain in a pending state outside of Paxos’s control and Paxos is not responsible for delays or loss incurred as a result of an error in the initiation of the transaction.

7.5.3        Once a Crypto Transfer has been successfully completed, Paxos will recognize the Crypto Transfer on the relevant block-chain, if applicable. Prior to completion, Crypto Transfers may reflect a pending transaction status and will not be available to you for use via the Trading Platform or otherwise while the transaction is pending.

7.5.4        Among other compliance related activities related to Crypto Transfers, Paxos may conduct blockchain monitoring with respect to originating or recipient external third-party wallet addresses. If any such third-party wallet address is flagged by Paxos’s blockchain monitoring service, Paxos will perform a manual compliance review of such address (a “Manual Compliance Review”). During the period of any Manual Compliance Review, the relevant crypto assets will not be available for use. Following Paxos’s successful completion of a Manual Compliance Review, the impacted crypto assets will be promptly made available for a Crypto Transfer.

7.5.5        Paxos reserves the right to reject any Crypto Transfer that it deems, in its sole discretion, poses an excessive risk, or as required by any court or applicable law. Paxos will not complete any Crypto Transfer if the crypto assets are not supported by the Trading Platform and available at the time of the Crypto Transfer.

7.5.6        YOU ARE REQUIRED TO AND ARE RESPONSIBLE FOR VERIFYING THE ACCURACY AND COMPLETENESS OF ALL TRANSACTION INFORMATION SUBMITTED IN RESPECT OF A CRYPTO TRANSFER (INCLUDING, BUT NOT LIMITED TO, THE APPLICABLE DESTINATION ADDRESS AND THE AMOUNT AND TYPE OF CRYPTO ASSETS). YOU UNDERSTAND AND AGREE THAT PAXOS BEARS NO LIABILITY OR RESPONSIBILITY IN THE EVENT THAT (I) YOU PROVIDE INCORRECT TRANSACTION INFORMATION, (II) YOU ATTEMPT TO INITIATE A CRYPTO TRANSFER FOR CRYPTO ASSETS THAT ARE NOT SUPPORTED BY PAXOS AND/OR THE DESTINATION ADDRESS, OR (III) PAXOS REJECTS A CRYPTO TRANSFER. YOU FURTHER UNDERSTAND AND AGREE THAT CRYPTO TRANSFERS CANNOT BE REVERSED ONCE THEY HAVE BEEN BROADCAST TO THE RELEVANT BLOCKCHAIN NETWORK OR COMMUNICATED TO THE TRADING PLATFORM (EVEN WHEN IN A PENDING STATE). PAXOS DOES NOT CONTROL THE BLOCKCHAIN NETWORK AND MAKES NO GUARANTEES THAT ANY CRYPTO TRANSFER WILL BE CONFIRMED BY THE APPLICABLE NETWORK

8. SERVICE INTERRUPTIONS. 

From time to time due to technological factors, scheduled software updates and the performance of other maintenance, as well as factors beyond or within our control, the Paxos Platform (or portions thereof) may be temporarily interrupted (“Downtime”). Information on scheduled maintenance windows can be found on the Paxos Platform. Open orders and/or trades will be held during Downtime and processed normally following Downtime. Following any Downtime, market conditions and prices may differ significantly from conditions and prices prior to such Downtime. Paxos reserves the right, at its sole discretion, to temporarily or permanently suspend, limit, or otherwise restrict access to services on the Paxos Platform in the event that any crypto assets offered on the platform are experiencing issues, including but not limited to depegging events, security breaches, network disruptions, liquidity shortages, or any other circumstances that may compromise the integrity, stability, or security of the assets. Paxos will make reasonable efforts to notify users of such suspension, but may act without prior notice if deemed necessary to protect the interests of the Paxos Platform.

9. FORKS.

9.1        You understand, acknowledge and agree that the underlying operating rules of certain crypto assets may change from time to time in such a way as to result in more than one related version of an existing crypto asset (each instance of any such change, a “Fork”). If a Fork occurs, it will result in the creation of a new crypto asset (the “New Forked Asset”) related to an existing crypto asset (the “Prior Asset”). As a result, we will hold an amount of the New Forked Asset proportional to our holdings of the Prior Asset. You further understand, acknowledge and agree that each Fork may materially affect the value, function, and/or name, of the original crypto asset that we custody on your behalf or you hold in your Account, and that the New Forked Asset may have minimal or no value.

9.2        WE HAVE NO CONTROL OVER, NOR DO WE HAVE THE ABILITY TO INFLUENCE, THE CREATION OR IMPLEMENTATION OF A FORK OR OF THE NEW FORKED CURRENCY. WE CAN PROVIDE NO ASSURANCES ABOUT THE SAFETY, FUNCTIONALITY OR SUPPLY OF ANY CRYPTO ASSET, INCLUDING BOTH THE NEW FORKED ASSET AND THE PRIOR ASSET. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT WE ASSUME NO LIABILITY RELATING TO ANY CHANGE IN THE VALUE OF ANY CRYPTO ASSET (WHETHER OR NOT RESULTING FROM A FORK).

9.3        If a Fork occurs, you understand, acknowledge and agree that we may temporarily suspend the operations of the Paxos Platform (with or without advance notice to you) while we determine, in our sole discretion, whether to support either or both of the New Forked Asset and the Prior Asset. In addition, while we will endeavor to make this determination expeditiously, we have the right to continue the suspension of the Paxos Platform for such length of time as we deem prudent in order to make such determination. You understand, acknowledge and agree that the Trading Platform is unlikely to support trading in all New Forked Assets.

9.4        You understand, acknowledge and agree that you have no right, claim or privilege in, or with respect to, any New Forked Asset. If we do not support a New Forked Asset, you may not be able to withdraw the New Forked Asset from the Paxos Platform promptly or at all; you may not be able to trade the New Forked Asset on our platform for fiat currency or other crypto assets; and you may lose any value associated with such New Forked Asset. If we determine not to support a New Forked Asset, we may, in our sole discretion, (i) obtain and retain the New Forked Asset as property belonging to us; or (ii) make the New Forked Asset available to you on a one-time basis, based on your holding of the Prior Asset at the time of the Fork, subject to the withholding and retention by us of an amount reasonably calculated to fairly compensate us for the cost of making such New Forked Asset available and subject to our withdrawal procedures. We will notify you only if we elect to permit a one-time withdrawal pursuant to (ii) above.

9.5        You understand, acknowledge and agree that if you or a third party deposits an amount of a New Forked Asset (or any other crypto asset) that the Trading Platform does not support into our omnibus client account for crypto assets, we have the right to and will account for any such unsupported crypto asset (including unsupported New Forked Assets) as belonging to us. We have, and assume, no obligation or duty to return the crypto asset transmitted to one of our accounts. If we determine, in our sole and absolute discretion, to return the unsupported crypto asset, we retain the right to charge transaction and/or other fees in connection with the transfer of the unsupported crypto asset off of the Paxos Platform.

10. AIRDROPS.

You understand, acknowledge  and agree that in the event that a third party attempts to or does distribute (sometimes called “airdropping” or “bootstrapping”) a crypto asset (whether or not supported by the Trading Platform) to crypto asset addresses, we will treat such airdropped crypto asset as we would treat all unsupported crypto assets, as set forth above. You further agree and understand that airdropped crypto assets do not create a relationship between us and the transferor, or sender, and/or the related network that created the airdropped crypto asset; and, further that we are not subject to any obligation as it may relate to the transferor and/or the related network. 

11. FEES.

11.1        Trading Fees.

An overview of our fees for the Trading Platform (the “Trading Fee”) is set forth in the Pricing Supplement provided to you by Paxos separate from this Trading Agreement, which is incorporated herein by reference (the “Pricing Supplement”).  The Trading Fee is added to the purchase price for buyers and subtracted from the sale price for sellers.

11.2        Banking Fees.

We charge transaction fees for deposits into Paxos’s bank accounts and withdrawals from Paxos’s bank accounts to customer bank accounts (collectively, “Banking Fees”). These fees are deducted from the amount transferred. Our deposit and withdrawal fees are set forth in the Paxos User Guide or the Pricing Supplement, as applicable. Among other fees, Paxos passes through the market “network” fee, or an approximation thereof, to the customer when transferring crypto assets to an external wallet address.

In addition to the fees described above, your financial institution and/or the provider of your crypto asset wallet may charge transaction and other fees related to the transfer of funds to your Account.

11.3        Crypto Transfer Fees. 

With respect to on-chain activity for PAXG, Paxos may charge the fees set forth in the Paxos User Guide or the Pricing Supplement, as applicable. With respect to withdrawals of supported crypto assets, including PAXG, you will be subject to the applicable market network fees and other fees as described in the Paxos User Guide or Pricing Supplement, as applicable.

11.4        Additional Fees for Certain Accounts.

Due to the cost of maintaining and supporting your Account and subject to applicable law, you will incur a monthly charge of two U.S. Dollars (US $2.00) (or equivalent in other fiat or crypto asset) if you maintain a non-zero balance (or equivalent in other fiat or crypto asset) and there has been no trading activity on the Account for twelve months or longer. Such fee will be auto-debited from your account on a periodic basis in USD or the then current crypto asset equivalent.

For more information on fees for Custody Accounts, please reach out to custody@paxos.com or consult the Pricing Supplement (to the extent applicable).

11.5        Right to Change Fees and Fee Structure.

We reserve the right to change or modify our fee structure or increase any of our fees at any time and from time to time. Any such changes, modifications or increases will be effective upon posting such changes, modifications or increases on the Paxos Platform, in the Paxos User Guide or updated Pricing Supplement. Your first use of your Account following the posting on the Paxos Platform of any changes to the fees will constitute your acceptance of such changes. If you do not agree to the posted changes, you may close your Account as provided in the Paxos Contractual Documentation.

12. MARKET MAKERS.

12.1        We may engage one or more market makers (each, an “MM”) to act as liquidity providers on the Trading Platform. You understand and agree that we may provide information concerning bids and offers placed by participants on the Trading Platform (including you) to such MMs prior to posting such bids and offers to the Trading Platform. The MMs will have the opportunity, but not the obligation, to accept and fill such bids and offers prior to the other participants on the Trading Platform (including you), should such bids be matched at lower prices and such offers be matched at higher prices (i.e., a more favorable bid or ask price) than they otherwise would have received had the originally proposed bids and offers been routed directly through the Trading Platform. 

12.2        A Market Maker acting in a principal capacity may be affiliated with us (an “Affiliated MM”) and may engage in transactions on the Trading Platform as well as in over-the-counter transactions with Customers, provided, however, that (a) Affiliated MM trading will always be designed to be revenue-neutral over the long term (i.e., we do not profit from these transactions as a whole), and (b) no Affiliated MM will use earlier or different access to information about Trading Platform bids and offers from what is available to other API-integrated Customers.

13. OTC. 

13.1 This OTC Section will only apply to you if you plan to invest in or otherwise acquire crypto assets supported for trading by Paxos and desire to enter into Over-the-Counter (“OTC”) crypto asset purchase and sale transactions (“OTC Transactions”) without being subject to the rules of any established central limit order book exchange such as the Trading Platform. On a periodic basis, Paxos will broker, on a reasonable efforts basis, one or more OTC Transactions between you and other Customers (each an “OTC Counterparty”). Every OTC Counterparty must be a Customer of Paxos. All OTC Counterparties are subject to the AML, KYC and similar requirements of the Paxos entity to which they have onboarded.

13.2 Quotes. 

13.2.1 You agree that this Section governs all (i) submissions of quotes (“Quotes”) by you to buy and/or sell crypto assets to the OTC trading desk operated by Paxos (“OTC Desk”); and (ii) responses by you to Quotes from other Customers to the OTC Desk. Paxos will treat a Quote as a request provided to Paxos for Paxos, through its OTC Desk, to locate a counterparty for an OTC Transaction in a supported crypto asset. OTC services include instant message conversations, oral communications, and other methods of communications used by Paxos to receive Quotes, request responses to Quotes, negotiate OTC Transactions between you and OTC Counterparties, execute and confirm OTC Transactions, and settle OTC Transactions, among other things. Paxos will communicate with each potential counterparty to an OTC Transaction and act as an agent of each counterparty in negotiating the OTC Transaction. You agree that Paxos may, in its sole and absolute discretion, determine whether to process or decline to process a Quote or any response to a Quote.

13.2.2 In response to a Quote, Paxos may request Quotes from one or more potential OTC Counterparties. We will always be truthful to you in any statement that we make by using clear and unambiguous language regarding pricing.

13.3 Negotiation and Execution.

Each OTC Counterparty will, on an anonymous basis, agree upon the specific terms of any OTC Transaction through the OTC Desk, by communicating directly with Paxos as agent. OTC Counterparties may, with Paxos’ consent to communication method, negotiate OTC Transactions using electronic, written, or oral communications with Paxos; however as set out below in this Section, execution may only occur by written email communication. As soon as practicable following Paxos believing that all OTC Counterparties have indicated to Paxos that they agree to the terms of a proposed OTC Transaction (including asset, quantity, price, settlement time, and transaction fees), Paxos will provide to the OTC Counterparties an email setting out those terms (the “Confirmation Email”) and once all OTC Counterparties have confirmed those terms by sending to Paxos a written email response to the Confirmation Email, the OTC Transaction becomes binding and final (the “OTC Execution”). An OTC Transaction for which OTC Execution has occurred is an “Executed OTC Transaction” and may not be unwound unless all OTC Counterparties agree in writing otherwise. However, if Paxos determines that a Quote communicated by it to an OTC Counterparty contained an obvious error with respect to the price or amount of crypto assets set forth in that Quote, Paxos will have the right to cancel the Executed OTC Transaction by delivering notice of the cancellation to both OTC Counterparties at any time prior to OTC Settlement (as defined below). In the absence of such an obvious error, the terms of a Confirmation Email confirmed by email response by all OTC Counterparties will be conclusive. You agree that, for the avoidance of doubt, Paxos may, in its sole and absolute discretion, accept statements similar or analogous to the following as your indication of agreement to the terms of a proposed OTC Transaction: “done,” “I buy,” “bought,” “I sell,” or “sold”; however, as set out above, the proposed OTC Transaction does not become binding and final, i.e., an OTC Execution, until all OTC Counterparties have confirmed the terms of the proposed OTC Transaction by sending to Paxos a written email response to the Confirmation Email. Upon OTC Execution, the terms of the Executed OTC Transaction will constitute a binding contract between you and the other relevant OTC Counterparty. For the avoidance of doubt, Paxos has sole and absolute discretion whether to accept or reject any Quotes or other orders.

13.4 Pre­-Funded Trading. 

Except for OTC Transactions where you are afforded delayed settlement terms pursuant to this Trading Agreement, you agree that you must deposit with Paxos the full amount of relevant crypto assets and/or fiat currency before OTC Execution. If OTC Execution occurs prior to noon Eastern Standard Time on a Business Day, on that Business Day, and if OTC Execution occurs at or after noon Eastern Standard Time on a Business Day, on or before the next following Business Day, Paxos will settle an Executed OTC Transaction by delivering to each OTC Counterparty the crypto assets and/or fiat currencies owed to that OTC Counterparty under the Executed OTC Transaction to that OTC Counterparty’s crypto asset wallet and/or fiat wallet at Paxos (“OTC Settlement”). You will not withdraw, attempt to withdraw, transfer, alienate or provide a lien to any third party on any crypto asset or fiat currency held by Paxos to satisfy your obligation under any Executed OTC Transaction. For the purposes of this Section, “Business Day” will mean times between 9:00:00 am and 5:00:00 pm Eastern Standard Time Monday through Friday, excluding U.S. Federal holidays or days when Paxos’ New York City office is closed due to weather or other emergencies. Paxos will not be responsible for any failure to settle in accordance with the timing set out above as a result of technological failures such as the internet going down and being unavailable.

13.5 Post­-Execution Funding and Delayed Settlement. 

A prospective OTC Counterparty may make a request to Paxos that a proposed OTC Transaction be subject to post-OTC ­Execution funding pursuant to this paragraph. With Paxos’ written or verbal consent, made in its sole and absolute discretion, funding of such OTC Transaction by one or more OTC Counterparties and OTC Settlement may be delayed for up to a further Business Day after OTC Execution. The timing of post-­OTC Execution funding and OTC Settlement will be a material term of a proposed OTC Transaction that both OTC Counterparties must agree to through the OTC Desk prior to OTC Execution. Any OTC Counterparty afforded delayed settlement must deposit in their Paxos wallet(s) assets sufficient to satisfy their obligations under an Executed OTC Transaction within the time period specified at OTC Execution. You agree not to withdraw, transfer, alienate, or provide a lien to any third party on any assets held by Paxos to satisfy a delayed settlement OTC Transaction. For the avoidance of doubt, Paxos, in its sole and absolute discretion, may permit only one OTC Counterparty to an OTC Transaction to delay funding; in such event, the OTC Counterparty not afforded delayed funding must pre­fund the OTC Transaction pursuant to the foregoing paragraph.

13.6 No Name Disclosure. 

Trading through the OTC Desk will be anonymous, and Paxos has policies and procedures reasonably designed to prevent the disclosure to any other OTC Counterparty of the identity of one OTC Counterparty (or any person acting on its behalf) submitting or responding to a Quote. However, if ever Paxos Trust or an affiliate of Paxos Trust is the OTC Counterparty in an OTC Transaction, disclosure that Paxos Trust is acting as a principal in the OTC Transaction will be made to you.

13.7 Default by Your OTC Counterparty. 

Paxos will make commercially reasonable attempts to contact all OTC Counterparties to an Executed OTC Transaction to effect OTC Settlement. In the event that your OTC Counterparty fails to settle an Executed OTC Transaction, Paxos may stand in as your OTC Counterparty with the same terms as agreed between you and the defaulting OTC Counterparty, with the exception that Paxos will have an additional Business Day to settle any such OTC Transaction. When this occurs and Paxos is acting as principal in an OTC Transaction, disclosure that Paxos is acting as principal will be made to you.

13.8 Default by You. 

If you fail to effect OTC Settlement of an Executed OTC Transaction by, among other things, failing to consent to the transfer of assets by Paxos, you will be considered in default (“Default”). You hereby grant Paxos a secured interest pursuant to the New York Uniform Commercial Code in all of your assets, including fiat currency and crypto assets, held by Paxos up to the value of any Executed OTC Transactions on which you are in Default. You also hereby grant to Paxos a security interest pursuant to the New York Uniform Commercial Code in any assets held by Paxos to the extent of any liability you have to Paxos due to a Default.

13.9 Effect of Default. 

In the event you are in Default, Paxos may in its sole and absolute discretion:

1. stand in as the counterparty on your behalf and settle such Executed OTC Transaction with the OTC Counterparty;

2. cancel and/or terminate all of your Quotes and responses to Quotes, and liquidate, close out, net, cancel and/or terminate pending OTC Transactions; liquidate any and all of your assets and positions held at Paxos to cover any losses incurred by the non­defaulting OTC Counterparty as a result of your Default, and in connection with any such liquidation, Paxos expressly disclaims responsibility for any loss incurred in the liquidation of your assets and positions held at Paxos or due to price slippage, market timing and similar matters; 

3. refuse to accept from you Quotes or responses to Quotes or require all future OTC Transactions involving you be instantaneously settled notwithstanding any other agreements; and/or

4. terminate, with or without prior notice, your Account, this Trading Agreement and/or other Paxos Contractual Documentation you have in place.

13.10 Damages. 

In the event that an Executed OTC Transaction is not settled because of your Default, you will be liable to Paxos for losses incurred as a result of the failure to settle the Executed OTC Transaction; provided, however, that under no circumstances will you or any other defaulting OTC Counterparty be liable to Paxos or the non­-defaulting OTC Counterparty for indirect, special, punitive, or incidental losses or damages of any character. Any net proceeds obtained from the liquidation of assets held by Paxos will be applied to discharge any and all of your obligations to Paxos.

13.11 OTC Representations and Warranties. 

13.11.1 You acknowledge and agree that when entering OTC Transactions, you will be transacting for your own account, and in an arm’s-­length role in relation to Paxos.

13.11.2 You acknowledge and agree that Paxos will not generally be exercising discretionary trading authority on your behalf or providing any advisory services to you; however when Paxos is given any discretion by you, you will be made aware of how that discretion will be exercised and Paxos will exercise that discretion reasonably, fairly, and in a way that is not designed or intended to disadvantage you. You acknowledge and agree that Paxos will work on a reasonable efforts basis to broker OTC Transactions based on parameters (including quantity and price) provided by you. You also acknowledge and agree that while Paxos will attempt to broker your OTC Transactions, there may be occasions when Paxos Trust or a Paxos affiliate will be the principal to an OTC Transaction with you and, in such circumstances, disclosure that Paxos Trust or its affiliate is acting as principal will be made to you. Paxos does not operate a Principal Trading Desk and does not currently have any intention to do so; any principal trading by Paxos will be for the sole purpose of providing liquidity and satisfying Customer goals, and will not be intended to earn a profit for Paxos. Paxos will not execute for its own account or benefit an OTC Transaction in a crypto asset while Paxos is in possession of specific confidential information regarding the trading interest of our Customers in such crypto asset or in a manner that is designed or intended to disadvantage you.

13.11.2 If this OTC Section is applicable to you, Paxos grants to you a limited, non­exclusive, non­transferable, non­assignable, right to access and use the OTC Desk exclusively for the purposes described in this OTC Section. All copyright, trademark, trade secret, and other intellectual property rights in, to, and related to the OTC Desk or any of its components (including feedback or suggestions provided by you regarding Paxos’ business), or any data submitted to or generated by Paxos, are the sole and exclusive property of Paxos, and you will not obtain any such rights, except as explicitly specified herein.

13.11.3 You agree that it is your sole responsibility to control, monitor, and restrict the methods you use to access communication to Paxos at its OTC Desk (“Access Methods”), including without limitation, all passwords and security devices. You will be bound by all instructions communicated to the OTC Desk using your Access Methods and usual communication methods, and Paxos will have no obligation to verify whether any such instruction has been duly authorized. If you learn that your Access Methods and usual communication methods may have been compromised, you will immediately notify Paxos pursuant to the notice provisions of this User Agreement. You will be responsible for any instructions sent using your Access Methods and usual communication methods until you notify Paxos and Paxos has disabled the compromised Access Methods or agreed not to accept that usual communication method.

13.11.4 You agree that you are solely responsible for (a) any computer systems, applications, communications software, telecommunications equipment, and other equipment and software (“Equipment”) used by you to access or communicate to the OTC Services; and (b) any telecommunications services, Internet service, or other communications services used by you to connect to or communicate to the OTC Desk (“Connectivity”). Any Paxos assistance with your Equipment or Connectivity is provided without warranty as described in the Paxos Contractual Documentation.

13.11.5 Paxos reserves the right, at any time, with or without cause or prior notice, to limit, suspend, or terminate all or part of the OTC Services or your access to the OTC Desk. For the avoidance of doubt, Paxos will not have any obligation to send any price Quote received by the OTC Desk to prospective OTC Counterparties. You understand that you are solely responsible for maintaining any alternative arrangements that may be needed or desirable if any or all of the OTC Services becomes unavailable or disrupted.