These PayBitoPro Portfolio Invest Program Terms (these “Terms”) shall apply to the extent that PayBitoPro has expressly agreed to offer the User the option to consolidate margin balances across certain of the User’s Futures Accounts and Cross Margin Accounts, as nominated by the User and agreed by PayBitoPro (such accounts, the “Nominated Accounts”, such service, the “Portfolio Invest Program”). These Terms shall take effect as of the earlier of (i) the date on which these Terms are acknowledged on behalf of the User; and (ii) the date on which the User first participates in the Portfolio Invest Program (as determined by PayBitoPro).
These Terms are to be read together with, and shall supplement and form part of, the PayBitoPro Futures Services Agreement (the “FSA”), the PayBitoPro Margin Service Terms of Use (the “Margin Service Terms”) and the PayBitoPro Terms of Use (“Terms of Use”), as each may be amended from time to time (collectively, the “Service Agreements”). Capitalized terms used herein but not expressly defined shall have the meaning given to them in the Service Agreements, as the context requires. In the event of any conflict or inconsistency between the terms in these Terms and the terms of any Service Agreement, the terms in these Terms shall prevail with respect to the services contemplated hereunder, unless expressly stated otherwise. Unless otherwise stated in these Terms, the Service Agreements shall remain unchanged.
These Terms shall govern the provision of the Portfolio Invest Program to the User and shall prevail over any previous versions of these Terms that may have been sent to the User or otherwise made available on the Platform. By receiving access to the Portfolio Invest Program and benefitting from consolidated margin balances across its Nominated Accounts, the User confirms its acceptance of these Terms and each of the Service Agreements as they relate to the services contemplated hereunder.
1.1 In consideration of the User maintaining Eligible VIP Status (as defined below), PayBitoPro agrees to provide the User access to the Portfolio Invest Program on the terms as set out herein.
1.2 The User acknowledges that the Portfolio Invest Program is contingent on the User maintaining Eligible VIP Status at all times and accordingly, should the User cease to maintain Eligible VIP Status at any time, we have the right to immediately withdraw the User’s access to the Portfolio Invest Program. The User acknowledges and agrees that we may, from time to time, in its sole discretion, amend the requirements for Eligible VIP Status (including, without limitation, lowering the minimum VIP Level that the User is required to maintain to satisfy Eligible VIP Status) and/or the terms and conditions of the PayBitoPro VIP Program. Any such amendments shall be published on our website and shall be effective immediately on publication or at such other time specified in such publication.
1.3 Each of the User and PayBitoPro agrees that the Portfolio Invest Program shall not apply to any Isolated Margin Account (as defined in the Margin Service Terms of Use) or to any Futures Account to which the User has elected for “isolated margin mode” to apply.
1.4 By granting the User access to the Portfolio Invest Program, we agree to determine Margin Calls in respect of the Nominated Accounts by reference to the Unified Account Equity and to determine Liquidations with respect to the Nominated Accounts by reference to the Required UniMMR (as each term is defined in clause 2 (Definitions) below) and that for so long as the User is granted access to the Portfolio Invest Program, the provisions of these Terms will override the margining provisions of the Service Agreements with respect to the Nominated Accounts.
For the purposes of these Terms, the following definitions shall apply:
“Eligible VIP Status” means a PayBitoPro VIP status under the PayBitoPro VIP Program of VIP 4 or above, which terms and conditions are set out
“FSA” has the meaning given to it in the preamble to these Terms.
“Liquidation” has the meaning given to it in clause 3.3(iii) of these Terms.
“Margin” means both “Margin” as defined in the FSA and “Margin” as defined in the Margin Service Terms.
“Margin Call” has the meaning given to it in clause 3.3(ii) of these Terms.
“Margin Reminder” has the meaning given to it in clause 3.3(i) of these Terms.
“Margin Service Terms” has the meaning given to it in the preamble to these Terms.
“Nominated Accounts” has the meaning given to it in the preamble to these Terms.
“Open Loss” means the greater of (i) zero and (ii) an amount in USD as determined by us to represent any reduction in the value of Margin held against the Nominated Accounts that will result from the execution of any outstanding order placed by the User for the exchange of one type of Digital Asset held as Margin for another type of Digital Asset held as Margin where the relevant Digital Assets subject to the exchange have different Collateral Rates applied for the purposes of determining their value as Margin.
“Portfolio Invest Program” has the meaning given to it in the preamble to these Terms.
“Reduce-only Mode” has the meaning given to it in clause 3.3(ii) of these Terms.
“Required UniMMR” means the minimum UniMMR that is required to be maintained by the User in order to avoid triggering a Default and being placed into Liquidation, being a UniMMR of 105%.
“Service Agreements” has the meaning given to it in the preamble to these Terms.
“Terms of Use” has the meaning given to it in the preamble to these Terms.
“UniMMR” means the Unified Maintenance Margin Ratio across the Nominated Accounts, which is determined by us as the quotient of: (Unified Account Equity - Open Loss) / Unified Maintenance Margin Amount, expressed as a percentage.
“Unified Account Equity” means an amount in USD as determined by us to be equal to the sum of the following: (1) the aggregate Margin Balance (as defined in the FSA) of the User’s nominated Futures Accounts, plus (2) the Margin Balance (as defined in the Margin Service Terms) of the User’s nominated Cross Margin Account, minus (3) the Cross Margin Total Liabilities (as defined in the Margin Service Terms) with respect to such Cross Margin Account. When determining the Unified Account Equity, we will apply a haircut to the value of any Margin (such haircut, the “Collateral Rate”). Users can find information on the Collateral Rates applicable to each type of Digital Asset that is eligible as Margin in respect of positions on the Nominated Accounts here: PayBitoPro Portfolio Invest Program Supported Collateral and Rates.
“Unified Maintenance Margin Amount” means an amount in USD as determined by PayBitoPro to be equal to the sum of the aggregate amount of Maintenance Margin, or Margin required to be provided by the User from time to time in order to meet applicable Margin Requirements in respect of all of the User’s Nominated Accounts.
3.1 The User agrees to maintain sufficient Digital Assets accepted as Margin under the Portfolio Invest Program in its Nominated Accounts so as to meet the Required UniMMR of 105% at all times. A list of all Digital Assets accepted as Margin under the Portfolio Invest Program and their applicable Collateral Rates can be found here: Collateral Ratio - Leverage & Margin of Futures Contracts. Information on the notional position limits that apply to each Digital Asset under the Portfolio Invest Program can be found here: Portfolio Invest - PayBitoPro Futures. PayBitoPro reserves the right to change the list of Digital Assets accepted as Margin under the Portfolio Invest Program and/or applicable Collateral Rates and/or applicable position limits with respect to any Digital Asset so accepted from time to time at its discretion.
3.2 The User acknowledges and agrees that PayBitoPro will determine the Unified Account Equity, Unified Maintenance Margin Amount, Collateral Rate, and UniMMR with respect to the User’s Nominated Accounts based on proprietary models and that we have the sole discretion to choose and amend the specification of such proprietary models in order to reflect our view of the fair market price of the underlying Digital Assets to which such calculations relate.
3.3 Without prejudice to any other right of ours pursuant to the Service Agreements, or otherwise at law, should the UniMMR hit certain thresholds, based on our determinations, We reserve the right to take such action as set out below (which rights are not mutually exclusive and may be exercised individually or on a cumulative basis):
(i) If we determine that the UniMMR is between 120 - 200%, we may (but is not obliged to) issue one or more notifications to the User, to remind the User to either transfer eligible Digital Assets to its Nominated Accounts and/or to otherwise reduce its Cross Margin Total Liabilities and/or reduce or close out open positions with respect to USDS-M Futures and/or Coin-M Futures, in each case so as to avoid being subject to Reduce-only Mode (in accordance with sub-clause (ii) below) and/or Liquidation (in accordance with sub-clause (iii) below) (each such notice a “Margin Reminder” for the purposes hereof);
(ii) If we determine that the UniMMR is below 120% but greater than the Required UniMMR of 105%, we may (but is not obliged to) issue a formal request to the User to transfer eligible Digital Assets to its Nominated Accounts and/or to otherwise reduce its Cross Margin Total Liabilities and/or reduce or close out open positions with respect to USDS-M Futures and/or Coin-M Futures (such formal request a “Margin Call” for the purposes hereof). In addition, we may (but is not obliged to): (a) restrict the User from opening new positions with respect to USDS-M Futures and/or Coin-M Futures and/or from entering into any new Margin Loans in Cross Margin Mode (and thereby from increasing the User’s Cross Margin Total Liabilities) and/or (b) restrict the User from withdrawing any Digital Assets from its Nominated Accounts (any such restriction as mentioned in (a) and (b), “Reduce-only Mode”). PayBitoPro will, however, permit the User to take action to reduce/close out existing open positions in USDS-M Futures and/or Coin-M Futures and/or to reduce its Cross Margin Total Liabilities. We may keep the User in Reduce-only Mode until such time as we determine that the UniMMR exceeds 120%; and/or
(iii) If we determine that the UniMMR is equal to or falls below the Required UniMMR of 105%, this shall constitute a Default under these Terms and a deemed “Default” for the purposes of Clause 8 of the FSA and Section I of the Margin Service Terms accordingly. We may (but is not obliged to): (a) take steps to liquidate the User’s positions with respect to the Nominated Accounts and/or (b) without prejudice to the rights and remedies as set out in paragraph 3.2(iii)(a), exercise any of its rights in connection with a “Default” as granted pursuant to Clause 8 of the FSA and/or Section I of the Margin Service Terms (any such action a “Liquidation” for the purposes hereof).
Any Liquidation process will continue until all of the User’s open positions with respect to the Nominated Accounts have been closed out/liquidated. If the proceeds from any such Liquidation do not satisfy all liabilities owed by the User to PayBitoPro with respect to these Terms and the Nominated Accounts and a shortfall remains against the Nominated Accounts following completion of the Liquidation process, we may provide for the Insurance Fund (as defined in the FSA) to step in to take over any remaining liabilities of the User and clear any shortfall against the Nominated Accounts. In the event that the Insurance Fund is unable to take over the remaining liabilities, such as in periods of extreme market volatility, the Auto-Deleveraging (ADL) process may be triggered, as per the terms of the FSA. Notwithstanding the foregoing, the User acknowledges and agrees that if we reasonably suspect that any shortfall against the Nominated Accounts following Liquidation can be attributed to any suspicious trading activity of or on behalf of the User, we may require the User to directly repay any shortfall to us in accordance with the process as specified by us to the User, rather than provide for the Insurance Fund to take over the relevant liabilities on behalf of the User. The User acknowledges and agrees that they will not be permitted to enter into any new Futures Transaction, enter into any additional Margin Loan and/or increase their Cross Margin Total Liabilities whilst any shortfall remains outstanding against the Nominated Account(s).
3.4 PayBitoPro shall be entitled, but shall have no obligation, to issue Margin Reminders and/or Margin Calls to the User in respect of the Nominated Accounts as contemplated hereunder. If a Margin Reminder and/or Margin Call is made, it will be made through the Platform, by email, or by other electronic means. The User acknowledges and agrees that the User is solely responsible for monitoring its Nominated Accounts and for maintaining sufficient Margin at all times to satisfy applicable Margin Requirements with respect to such Nominated Accounts and to ensure that the Required UniMMR is maintained, especially during volatile periods, regardless of whether or not a Margin Reminder and/or Margin Call has been made. Any failure of the User to satisfy a Margin Call or any failure to otherwise maintain sufficient Margin in the User’s Nominated Accounts may lead to the User being put into Reduce-only Mode, to the User’s positions being subject to Liquidation and/or PayBitoPro exercising its rights as set out in Clause 8 of the FSA and/or Section I of the Margin Service Terms. We shall have no liability to the User or any third party in connection with any failure of us to issue a Margin Reminder and/or Margin Call or any delay in the receipt by the User of any Margin Reminder and/or Margin Call.
3.5 Without prejudice to any other right of PayBitoPro under these Terms, pursuant to the Service Agreements, or otherwise at law, in the event of Default, we may (but is not obliged to) immediately or at any time thereafter, vary the applicable Required UniMMR and/or Unified Maintenance Margin Amount and/or liquidate or exercise its power to sell any Digital Assets that make-up the User’s Unified Account Equity or any part thereof, at a price which we deem appropriate in the circumstances.
3.6 The User acknowledges and agrees that if there are significant price fluctuations of Digital Assets, we may not be able to cause a position to be liquidated or that the proceeds from any such Liquidation may not satisfy all liabilities owed by the User to PayBitoPro with respect to these Terms and the Nominated Accounts. The User acknowledges that as Digital Asset markets are open 24 hours a day, 7 days a week, Margin Reminders, Margin Calls, and Liquidations may occur at any time, including outside of normal business hours. The User further agrees and acknowledges that the prices of Digital Assets are volatile and thus may decline speedily in value.
3.7 The User acknowledges and agrees that each position opened or closed by the User with respect to its Nominated Accounts shall be deemed valid and binding, notwithstanding that the opening or closing of such position may have exceeded any credit and other limits applicable to the User or in respect of its dealings with us, and regardless of it being opened or closed as a result of any inaccuracy or mistake by the User.
3.8 The User acknowledges that they will be permitted to have a negative balance in any supported Digital Asset on a Nominated Account provided that the User continues to maintain the Required UniMMR of 105% across all Nominated Accounts at all times. The User further acknowledges and agrees that we will charge interest on any negative balance in the User’s Nominated Account that exceeds the applicable Negative Balance Threshold and that we will determine the applicable interest rate based on market rates at the relevant time. For the purposes hereof, “Negative Balance Threshold” means the threshold set by us for a particular Digital Asset accepted as Margin in the Nominated Accounts, as notified on our website. We reserve the right to change the Negative Balance Threshold applied to a Digital Asset held as Margin in the Nominated Account from time to time in its discretion.
3.9 The User acknowledges and agrees that the terms applicable to Margin Loans under the Margin Service Terms will continue to apply whilst the User participates in the Portfolio Invest Program and that any fees applicable to Margin Loans shall apply even if the borrowed amount on the Cross Margin Account is offset by any positive balances held against the User’s other Nominated Accounts.
3.10 The User acknowledges and agrees that certain restrictions will apply to the transfer of Digital Assets between the User’s Nominated Accounts. Unless otherwise permitted by us, the User will not be permitted to directly transfer Digital Assets from its Cross Margin Account to its USDS-M Futures or Coin-M Futures Accounts and will not be permitted to directly transfer Digital Assets between its USDS-M Futures and Coin-M Futures Accounts. We reserve the right to change any restrictions on transfers of Digital Assets between Nominated Accounts from time to time at its discretion.
3.11 The User acknowledges and agrees that, notwithstanding their participation in the Portfolio Invest Program, their Futures positions may still be subject to the Auto-Deleveraging (ADL) process, as set out in the FSA.
4.1 An offer by us for the User to access the Portfolio Invest Program is intended as an offer for the User only, subject to the conditions as set out herein. The User must not share this offer with any third party.
4.2 The User agrees to treat all information that is directly or indirectly disclosed to the User by us in connection with the Portfolio Invest Program as confidential and to only use such information in connection with the User’s participation in the Portfolio Invest Program (including the terms of these Terms). The User will not pass or make available this information to any third party, and agrees to apply reasonable measures in order to avoid any third-party access. All copyright, and legal rights of a similar nature, resulting or arising from the User’s participation in the Portfolio Invest Program, shall be assigned to us without any further conditions or further costs.
4.3 The User’s obligations of confidentiality as set out in this clause 4 will not apply if and to the extent that information becomes (i) publicly available, without a violation of these Terms, or (ii) is required to be disclosed pursuant to a judicial, compulsory, administrative or other mandatory order provided that the disclosure of the information is as limited as possible, and we are informed of the disclosure.
5.1 The Term of these Terms shall commence upon the User being granted access to the Portfolio Invest Program and shall continue in full force and effect until it is terminated by either User or PayBitoPro at any time for any reason on no less than seven (7) calendar-day prior notice to the other Party.
5.2 Notwithstanding the foregoing, we may terminate these Terms at any time immediately on notice to the User if the User has breached, or we reasonably suspect that the User has breached, any clause of these Terms or any clause of any of the Service Agreements or any other agreements entered into between the User and us and/or the User fails to meet the requirements for Eligible VIP Status at any time.
5.3 On termination of these Terms, the User’s participation in the Portfolio Invest Program shall immediately cease. Accordingly, any open positions with respect to the User’s Nominated Accounts will revert to being margined in accordance with the relevant terms of the applicable Service Agreements and any failure to maintain sufficient Margin in such Nominated Accounts will be subject to the rights and remedies of PayBitoPro under the applicable Service Agreements.
6.1 Rights and Remedies Cumulative. No delay or omission by us in exercising any right or remedy hereunder shall operate as a waiver of the future exercise of that right or remedy or of any other rights or remedies hereunder. All rights of PayBitoPro stated herein are cumulative and, in addition to all other rights provided by law, in equity. No waiver or modification of any provision of these Terms shall be deemed to have been made unless expressed and agreed by us.
6.2 Modifications. We reserve the right to alter, revise, modify, and/or amend these Terms at any time at its discretion. Any such amendments will take effect immediately upon being published on the Platform or otherwise being notified to the User. It is the User’s responsibility to regularly check relevant pages on the Platform to confirm the latest version of these Terms. The User’s continued participation in the Portfolio Invest Program following any amendments to these Terms shall indicate the User’s acceptance of such amendments. If the User does not agree to any such amendments, the User should take steps to terminate these Terms in accordance with clause 6 (Term; Termination) above.
6.3 Entire Agreement. These Terms constitute the entire agreement between the User and us with respect to the Portfolio Invest Program and supersede any prior negotiations, understandings, and agreements with respect to the same.
6.4 Successors and Assigns. These Terms shall bind and ensure to the benefit of the respective successors and assigns of each of the parties, provided that the User may not assign these Terms or any rights or duties hereunder without our prior written consent (such consent to not be unreasonably withheld). We may assign these Terms or any rights or duties hereunder upon written notice to the User. Notwithstanding the foregoing, in the event of a change of control of the User, prior written consent shall not be required, provided that the User provides us with written notice prior to the effective date of such change of control. The User acknowledges and agrees that none of PayBitoPro’s affiliates shall have any liability under these Terms, nor do such related entities guarantee any of our obligations under these Terms.
6.5 Severability. Each provision of these Terms shall be severable from every other provision of these Terms for the purpose of determining the legal enforceability of any specific provision.
6.6 Survival After Termination. The rights and obligations set forth in Sections 3, 4, 5, 6, and 7 shall survive the termination of these Terms.
6.7 Third-Party Beneficiaries. These Terms are solely for the benefit of the User and us and their respective successors and assigns, and no other person shall have any right, benefit, priority or interest under, or because of the existence of, these Terms.
6.8 No Waiver. Our failure to exercise any or all of its rights under these Terms shall not constitute a waiver of its rights to do so at any time thereafter, nor shall we be subject to any liability to you for its acts or its failure to so act.
6.9 Governing Law and Dispute Resolution. The provisions of clause X (Resolving Disputes: Forum, Arbitration, Class Action Waiver) of the Terms of Use, relating to resolving complaints and disputes, shall apply mutatis mutandis as if set out in these Terms.
6.10 Translations. These Terms may, at our sole and absolute discretion, be translated into a language other than English. You agree that any such translation shall only be for your convenience, and the English text shall prevail in the event of any ambiguity, discrepancy, or omission as between the English text and any translated text.
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