2. Futures Trading Rules and provision of the Futures Trading Services

2.1. By accessing your Futures Account, you agree to be bound by the terms of this Agreement together with the rules that apply in relation to the Futures Trading Services provided by PayBitoPro from time to time (collectively, the “Futures Trading Rules''), which shall include, without limitation, each of the following:

(a) the trading rules of COIN-M Futures and USDS-M Futures (as available on the webpage as notified by us from time to time);

(b) the provisions regarding leverage and margining of USDS-M Futures (as available on the webpage as notified by us from time to time);

(c) the provisions regarding leverage and margining of COIN-M Futures (as available on the webpage as notified by PayBitoPro from time to time);

(d) the provisions regarding funding rates (as available on the webpage as notified by us from time to time);

(e) the provisions regarding Liquidation (as available on the webpage as notified by PayBitoPro from time to time);

(f) the applicable fee schedules (as available on the webpage as notified by us from time to time); and

(g) any other rules, terms of service, and/or trading protocols that PayBitoPro may from time to time in its sole and absolute discretion determine shall form part of this Agreement (as available on the webpage of PayBitoPro from time to time).

2.2. You acknowledge and agree that the Futures Trading Rules shall supplement and form part of this Agreement. In the event of any conflict between the provisions of any of the Futures Trading Rules and the provisions of this Agreement, the provisions contained in such Futures Trading Rules, as they relate to the relevant Futures Trading Service(s) referred to therein, shall control.

2.3. PayBitoPro may, from time to time, amend the Futures Trading Rules in its sole discretion, including, but not limited to, amending the trading pairs available as part of the Futures Trading Services and the leverage available for particular Transactions.

2.4. Nothing in this Agreement or otherwise obliges PayBitoPro to provide any Futures Trading Services to you and us may change, suspend, terminate, restrict or discontinue any of the Futures Trading Services or any information, features or functions available through the Platform, and may delist any Digital Asset trading pairs from the Platform either temporarily or on a permanent basis, in each case, at any time in its sole and absolute discretion, without providing any reason or any notice to you thereof.

2.5. Nothing contained on the Platform is to be construed as an offer, an invitation to offer or a recommendation to enter into any transaction (in each case, from PayBitoPro) which can be accepted by you to create contractual obligations without further action by us. You acknowledge that no advice is provided by us to you with respect to your use of the Platform (including, without limitation, advice relating to the execution of any transaction, or any legal, tax or accounting advice regarding the suitability or profitability of any security, investment or transaction). You also acknowledge that the Platform provides you with information which is general in nature, and that such information shall not be construed as financial advice from us to you, or as an offer, solicitation or recommendation of securities or other financial products from us to you. Such information is not personalised or in any way tailored to reflect your particular investment objectives, financial situation or needs. You acknowledge that any transaction(s) or products(s) mentioned herein may not be appropriate for all investors and that you should take steps to ensure that, before entering into any transaction, you fully understand the transaction and have made an independent assessment (and/or have sought third party advice from your own advisers) of the appropriateness of the transaction in the light of your own objectives and circumstances (including the possible risks and benefits of entering into such transaction). If you decide to enter into any transaction, you shall do so in reliance on your own judgment.

2.6 You acknowledge that there are legal requirements in various countries which may restrict the products and services that PayBitoPro can lawfully provide in connection with the Futures Trading Services. Accordingly, some products and services and certain functionality within the Platform may not be available or may be restricted in certain jurisdictions or regions or to certain users. You shall be responsible for understanding and observing any restrictions and/or requirements imposed with respect to the access to and use of the Platform and the Futures Trading Services in each jurisdiction from which the Platform and the Futures Trading Services are accessed by you or on your behalf. PayBitoPro reserves the right to change, modify or impose additional restrictions with respect to the access to and use of the Platform and/the Futures Trading Services from time to time in its sole discretion without notice.

3. Futures Orders

3.1. To enter into a Transaction, provide any instructions with respect to a Transaction or close-out any open position with respect to a Transaction, you may do so by placing a relevant Order with PayBitoPro through the use of the Platform and having such order executed. You agree to comply with the trading rules when placing any Order.

3.2. In the event that PayBitoPro assumes the role of the counterparty to any Transaction, we shall be entitled to all gains, profits and benefits derived from such Transaction.

3.3. Nothing in this Agreement or otherwise obliges PayBitoPro to accept any Order or enter into any Transaction with you, and we may refuse to enter into any Transaction, accept or otherwise act on any Order without giving any reason or any notice to you.

3.4. PayBitoPro shall be entitled to rely on any Order which we reasonably believe to have been placed on your behalf, and we may (without further enquiry) deem that such Order has been duly authorized by you. If any Order is ambiguous or inconsistent with any other Order, we shall be entitled to rely on and act upon such Order in any manner which is based on its reasonable interpretation.

3.5. PayBitoPro retains the right to refuse to act in accordance with any Order which purports to dispose of or deal with any Digital Assets which are not held in any PayBitoPro Account and/or Futures Account.

3.6. PayBitoPro shall not be liable for any Loss or other liability whatsoever incurred by you or any third party which arises from or in connection with any failure by us to comply with any of your Orders or from any exercise by us of (or failure by PayBitoPro to exercise) any discretion, power or authority conferred upon us under this Agreement. Further, we shall not be liable for any Loss or other liability incurred by you or any third party which arises from or in connection with any failure or delay in the transmission of, or any wrongful interception of, any Order submitted through any equipment or system, including any equipment or system owned and/or operated by or on behalf of us.

3.7. You acknowledge and consent to the right of PayBitoPro to aggregate any Order with your other Orders and/or the Orders of other clients of the Futures Trading Services. The allotment or distribution of any Digital Assets pursuant to such aggregation shall be at our sole and absolute discretion. You further acknowledge and agree that we may enter into Transactions as principal and, in circumstances where it acts as principal to any Transaction, that we may also take such actions as we may reasonably require in order to limit its liability and/or exposure under any such Transaction.

3.8. As part of the Futures Trading Services, PayBitoPro may permit you to enter into Transactions that reference a cryptocurrency price index designed to track the performance of a basket of underlying Digital Assets that form the constituents of the index as the underlying (such an index a “Futures Index”, such transactions “Futures Index Transactions”). You acknowledge and agree that Futures Index Transactions are intended to track the performance of the underlying Futures Index, instead of the individual Digital Assets that make up the constituents of such index. It is not possible to invest directly in a Futures Index. Past performance of a Futures Index is not an indication or guarantee of future results. We make no assurance to the effect that any Futures Index Transactions will accurately track the value of the referenced Futures Index or provide positive investment returns. You acknowledge that the inclusion of a particular Digital Asset within a Futures Index shall neither constitute a recommendation by us to buy, sell, or hold such Digital Asset or enter into any Transaction in relation to such Digital Asset, nor shall it constitute investment advice from us to you. The price of a Futures Index is calculated based on the spot prices of the individual Digital Assets that constitute such index as observed on the PayBitoPro spot exchange (or such other spot exchange(s) as determined by us). Before entering into a Futures Index Transaction through the Platform, you shall ensure that: (i) you have read and understood materials available on the PayBitoPro website which describe the constituents of the relevant Futures Index, the formula for calculating the value of the Futures Index, any applicable rebalancing procedure and the circumstances in which the constituents of the Futures Index may change, and (ii) you have carefully considered the risks associated with entering into such Futures Index Transaction. We may rely on information obtained from third parties in calculating the value of a Futures Index. You acknowledge that PayBitoPro does not guarantee the accuracy or completeness of any information obtained from third parties, does not warrant that any such information is up to date as at the time obtained and shall not be liable for the content of such third party information or any discrepancies or errors contained therein or any losses flowing from the use or reliance thereon.

3.9 PayBitoPro may rely on information and/or data obtained from or provided by third parties. We may also make available third party indices and/or other market data provided by third parties to you through the Platform, in each case for information purposes and as an accommodation to you. You acknowledge and agree that PayBitoPro: (i) does not guarantee the accuracy, completeness or availability of any information or data provided by third parties (including, without limitation, any third party indices or market data) (“Third Party Data”), regardless of whether such Third Party Data is included within a PayBitoPro product or is provided independently; (ii) does not warrant that any Third Party Data is up to date as at the time obtained; and (iii) shall not be liable for the content of any Third Party Data or any discrepancies or errors contained therein or any losses flowing from the use or reliance thereon. Any use or reliance on any Third Party Data shall be at your sole risk and discretion. Unless expressly stated otherwise by us, we do not endorse any third party index or other product, service, information, data or disclaimer obtained from or provided by any third party that is made available or is otherwise accessible through the Platform and does not guarantee the outcome of any use thereof or reliance thereon.

3.10 PayBitoPro may implement certain trading risk controls to the Futures Trading Services from time to time based on certain thresholds and criteria, in order to protect your rights and interests. Such risk control measures may include, without limitation, (i) implementing a “Reduce Only” restriction in certain circumstances, (ii) adjustment of the risk matrix in accordance with market situation and (iii) prohibiting transfers, trading, and other operations for high-risk users. If a “Reduce Only” restriction is implemented, you will only be allowed to enter into risk-reducing transactions or to close out existing open positions , and you will be restricted from increasing your position(s) or opening new positions.

PayBitoPro reserves the right to update its risk control measures from time to time, subject to factors such as (but not limited to) market conditions.

4. Margin

4.1. You shall deposit and maintain in your Futures Account, and/or otherwise provide to PayBitoPro, Margin in such form and amounts, at such times and in respect of such Futures Account as we may from time to time in its sole and absolute discretion require, whether or not such requirement of ours is identical to or reflects or is greater than applicable collateral or margin requirements of any governmental body or self-regulatory organisation in any jurisdiction (including any exchange) which is required to be maintained by us and/or you.

4.2. A list of Digital Assets approved by PayBitoPro to be eligible as Margin will be prescribed by us and certain Digital Assets may only be valued as Margin on a discounted basis. We may amend that list from time to time in its sole discretion and may (but shall not be obliged to) notify you of any changes to the list of eligible Digital Assets or discounts applied to the valuation thereof prior to those changes taking effect.

4.3. The value of any Margin shall be as determined by PayBitoPro in its sole and absolute discretion.

4.4. You may choose to satisfy Initial Margin and Maintenance Margin requirements on your Futures Account either on an isolated basis (i.e. per each open position you hold in Futures) (“isolated margin mode”) or across all open positions in a particular contract type (“cross margin mode”). If you select “isolated margin mode”, an independent Margin Balance will apply to each open position and only Digital Assets allocated as Margin to a particular open position will be utilized in the event of any Liquidation or close-out. If you select “cross margin mode”, all open positions in the same contract type recorded against a Futures Account will have a single margin balance and will have recourse to the same pool of Digital Assets provided by you to satisfy Initial Margin and Maintenance Margin requirements. For the avoidance of doubt, if you have a number of different PayBitoPro Sub-Accounts, each PayBitoPro Sub-Account shall be treated entirely independently from any other PayBitoPro Sub-Account for the purposes of determining Margin Requirements. Accordingly, “cross margin mode” will not allow for different PayBitoPro Sub-Accounts to benefit from a shared pool of Margin and each PayBitoPro Sub-Account will have its own independent Margin Requirements.

4.5 PayBitoPro only accepts USDT and USDC stablecoins to satisfy Initial Margin and Maintenance Margin requirements on USDS-M Futures contracts. To the extent that you have deposited Digital Assets other than USDT or USDC to your Futures Account , you may be able to apply the value of such Digital Assets to satisfy Initial Margin and/or Maintenance Margin requirements on USDS-M Futures by selecting “multi-asset mode” through the Platform. Digital Assets other than USDT or USDC that are used to satisfy Margin Requirements on USDS-M Futures when in “multi-asset mode” will receive a value haircut (as determined by us in our sole discretion). We reserve the right to change the Digital Assets that are eligible as Margin for USDS-M Futures contracts under “multi-asset mode” and/or applicable value haircuts and maximum transfer-in limit from time to time at its discretion. With respect to Coin-M Futures contracts, we accept margin in the same cryptocurrency referenced in the relevant contract.

4.6. Upon specific instructions provided by you in writing, PayBitoPro may (but is not obligated to) transfer all or any part of the Margin held by us for you in respect of any Futures Account to any other PayBitoPro Account, or to utilise such Margin for any purposes as required by you with respect to any other Services offered by us which do not constitute Futures Trading Services.

4.7. PayBitoPro will establish Margin Requirements in respect of Transactions and such Margin Requirements will be set out in the Futures Trading Rules. We may, in our sole and absolute discretion, with or without notice to you, adjust the Margin Requirements for any Futures Account and/or type of Transaction at any time and by any level, and may also stipulate that such Margin Requirements shall apply to existing positions as well as new positions in the Transactions affected by such change. Any written notice (which shall include email or electronic notification on or through the Platform) from us stating that any such circumstance has arisen shall be deemed to be a conclusive determination of that event. You acknowledge that we may, in certain market conditions, effect an immediate change in Margin Requirements and/or require additional Margin to be deposited by you immediately or within a specified period (which, for the avoidance of doubt, may be less than 24 hours), and you hereby waive any right to object to such change or requirement. No prior Margin Requirements shall be binding on or set a precedent for us.

4.8. If at any time PayBitoPro determines that additional Margin is required with respect to a Transaction or group of Transactions, you shall deposit with us such additional Margin immediately upon demand, provided that, notwithstanding any such demand for additional Margin, we may at any time exercise its rights under Clause 8 of this Agreement should your Margin Balance fall below the applicable required Maintenance Margin. In making such determination in respect of the Margin provided for any Futures Account, PayBitoPro shall not be required to take into consideration Margin held by us for you in respect of any other PayBitoPro Account.

4.9. You acknowledge that Margin may be held and used to secure the performance of your obligations, as well as for such other purposes as the Applicable Laws may permit or stipulate for the relevant Transactions.

4.10. All Margin shall be held by PayBitoPro, notwithstanding any provision or instructions to the contrary, as continuing security granted by you to us and shall be subject to a general lien and right of set off in our favor for any and all of your obligations, liabilities or monies whatsoever at any time now or hereafter owing, due, incurred or payable by you to us under this Agreement or otherwise, whether present or future, actual or contingent, solely or jointly or whether as principal or surety, and we may realize any of your Margin as provided for in this Agreement. Subject to our rights under this Agreement (including, without limitation, our rights pursuant to a Liquidation and/or the occurrence of a Default as set out in clause 8 (Default) of this Agreement), We will not sell, transfer, loan, hypothecate, rehypothecate or pledge any Margin allocated to your Futures Account unless such sale, transfer, loan, hypothecation, rehypothecation or pledge has been instructed by you in writing, authorised under this Agreement, or compelled by a court of competent jurisdiction.

4.11. You acknowledge and agree that no interest shall be paid by us on any type of Margin deposited by you with us and that we shall not have any liability for fluctuations in the fiat currency value of Margin allocated to and used in connection with your Futures Account. We shall at no time be required to redeliver to you property which is identical to such property delivered or otherwise transferred from you to us as Margin for the Futures Account. Any obligation on us to redeliver any property to you shall be satisfied if such property which is redelivered is of substantially the same kind and amount as the property delivered by you to us as Margin for the Futures Account, subject to adjustments for quantity and quality variations at the market price prevailing at the time of such delivery. You acknowledge and agree that any Margin delivered by you to us for the Futures Account will no longer constitute your property and shall not constitute a loan by you to us or a constructive trust in your favor when we use the Margin for any purpose as set out in this Agreement (including, without limitation, pursuant to a Liquidation and/or our rights as set out in clause 8 (Default) of this Agreement).

4.12. You shall at your own cost and at our request, execute and do all such deeds, acts and things (including without limitation, the performance of such further acts or the execution and delivery of any additional instruments or documents) as we may require from time to time for the purposes of this Agreement, including but not limited to perfecting our rights to the Margin provided by you.

4.13. Subject to Applicable Law, we may deposit into our general account or any other account, any of your Margin and may commingle your Margin with the Digital Assets, currencies and property of us or other clients of the Futures Trading Services. Any Margin and other Digital Assets held by us on your behalf and on behalf of our other clients shall be segregated from our own Digital Assets, currencies and property by way of separate ledger accounting entries.

4.14. All Margin shall be held subject to PayBitoPro’s general rights under Applicable Law.

5. Margin Balance, Margin Calls and Liquidation

5.1. Without prejudice to the generality of this Clause 5 of this Agreement, unless otherwise directed by us:

(a) You agree to allocate the required Initial Margin to your Futures Account before entering into any Transaction. If you do not allocate the required Initial Margin to your Futures Account, you will not be permitted to enter into a Transaction. The Initial Margin required for a particular Transaction will be determined by reference to the notional value of the relevant position and the applicable leverage;

(b) You agree to maintain sufficient Maintenance Margin at all times for outstanding Transactions. You acknowledge and agree that it is your sole responsibility to monitor the Margin Balance of your Futures Account and applicable Margin Requirements (including the Initial Margin, Maintenance Margin, the Mark Price and the Liquidation Price) of your Futures Account from time to time, particularly in (but not limited to) periods of high volatility, in order to avoid Liquidation. If the Margin Balance of your Futures Account falls below the required Maintenance Margin, you agree to transfer additional Margin to us whether or not a Margin Call has been made by us to restore to the required Maintenance Margin for the outstanding Transactions. We may amend the maximum leverage, Initial Margin and/or Maintenance Margin requirements with respect to Transactions from time to time in its sole discretion. A higher Initial Margin may be payable in certain circumstances and Maintenance Margin may increase in the event of adverse market movements in order to keep a position open;

(c) You acknowledge that PayBitoPro calculates the profit and loss of your open positions in Futures based on a proprietary model and that we have the sole discretion to choose and amend the specification of such proprietary model in order to reflect our view of the fair market price of the Futures at the relevant time;

(d) You acknowledge that if, with respect to open positions maintained in Futures, the Mark Price of the relevant Futures hits the Liquidation Price, we will begin to automatically close out open positions without notice as soon as market conditions allow until the first of the following occurs: (i) the Margin Balance of your Futures Account is equal to, or greater than, the required Maintenance Margin for all remaining open positions (after taking into account any realised losses and deductions for liquidation clearance fees); or (ii) all open positions have been terminated (such process, a “Liquidation”). In a Liquidation, we will attempt to reduce the deficit between your Margin Balance and the required Maintenance Margin without fully liquidating a position. This is achieved by the issuance of an Immediate or Cancel order (an “IOCO”). A Liquidation will result in all of your open Orders (in “cross margin mode”) and all of your open Orders in the same token (in “isolated margin mode”) being immediately cancelled. PayBitoPro is not required to provide notice before commencing Liquidation. You acknowledge and agree that a liquidation clearance fee (such amount to be determined by us) will be charged on the amount liquidated pursuant to a Liquidation.

(e) If any portion of the IOCO is unfilled and is subsequently cancelled, or if there is a negative balance on your Futures Account following a full liquidation of your open positions, you will be deemed to be a “bankrupt user”. If you are deemed to be a “bankrupt user”, We may take over your remaining open positions and offload such positions onto the market gradually with the use of an Insurance Fund (as defined below) to the extent possible.

(f) To the extent that the Insurance Fund is unable to accept “bankrupt user’s” positions (due to, but not limited to, the existence of extreme market volatility), counterparty liquidation will occur and positions held by opposing users will be liquidated in accordance with a liquidation priority ranking. The effect of such liquidation priority ranking is that highly leveraged positions will tend to be closed out first. This process is referred to as Auto-Deleveraging (“ADL”) which will be notified to you immediately if you are subject to ADL.

(g) All open positions of the Futures Account shall be marked-to-market daily, or at more frequent intervals as we may determine in our sole discretion. To avoid spikes and unnecessary Liquidations during periods of high volatility, we use Mark Price to determine the mark to market value of positions, to Unrealised P/L and the Liquidation Price;

(h) You acknowledge and agree that whilst the Margin Balance of your Futures Account takes into account the value of Digital Assets allocated as Margin to your Futures Account together with any Unrealised P/L and Unrealised P/L is relevant for determining Margin Calls, you shall not have any claim with respect to any Unrealised P/L and shall not be entitled to request the withdrawal of any Unrealised P/L. Further, any rewards or incentives to which you may be entitled from time to time with respect to Digital Assets in your Futures Account (which shall include, without limitation, any “airdrops” and/or any hard fork/redenomination of a Digital Asset or other action that results in the creation and distribution of new Digital Assets or the increase in the supply of existing Digital Assets, which are then distributed to you by reference to value of Digital Assets held in your PayBitoPro Accounts) will be determined by reference to the value of the Digital Assets allocated to your Futures Account as Margin and will not take into account any Unrealised P/L included within your Margin Balance.

5.2. As Digital Asset markets are open 24 hours a day, 7 days a week, Margin Calls and Liquidations may occur at any time, including outside of normal business hours. You further agree and acknowledge that the prices of Digital Assets are volatile and may experience sharp declines in value, from time to time, which could contribute to triggering Margin Calls and/or Liquidations.

5.3. PayBitoPro shall be entitled (but shall not be obliged) to make Margin Calls to you in respect of your Transactions. If a Margin Call is made, it will be made through the Platform, by email or other electronic means. Any Margin Call made by us must be met by you by transferring additional Margin from your PayBitoPro Account(s) to your Futures Account. You are responsible for monitoring your Futures Account and for maintaining sufficient Margin at all times to satisfy applicable Margin Requirements, especially during volatile periods, regardless of whether or not a Margin Call has been made. Any failure to satisfy a Margin Call or any failure to otherwise maintain sufficient Margin in your Futures Account may lead to your positions being subject to Liquidation and/or PayBitoPro exercising its rights as set out in Clause 8 of this Agreement. We shall have no liability to you or any third party in connection with any failure of ours to make a Margin Call or any delay in the receipt by you of any Margin Call.

6. Trading Bots

6.1 As part of the Futures Trading Services, PayBitoPro may offer access to certain trading tools which enable you to place Orders for the execution of Transactions by way of a pre-determined execution methodology (such tools “Trading Bots” (previously referred to within the Platform as “Strategy Trading Tools”)). The Trading Bots that we may make available as part of the Futures Trading Services include (but shall not be limited to): Futures Grid Trading, TWAP (Time Weighted Average Price) and VP (Volume Participation) algorithmic trading tools.

6.2 You acknowledge and agree that you shall be solely responsible for determining whether or not you wish to make use of any Trading Bot and for selecting an appropriate Trading Bot in light of your investment objectives and needs. You shall also be responsible for setting any parameters and/or applicable execution methodology to be applied by any Trading Bot which you have chosen and for ensuring that any such Trading Bot will be consistent with any limitations or conditions that may apply to your execution of any Transaction.

6.3 PayBitoPro is not responsible for your choice of Trading Bot or for any selected parameters and/or execution methodology, regardless of whether such parameters were recommended or pre-populated on the Platform, and shall not be responsible for evaluating your goals in your selection or use of any Trading Bot. You acknowledge that your use of any Trading Bot shall be at your own risk and discretion. We do not guarantee the results of any Trading Bot and will not be liable to you for any loss which might arise from your use of any Trading Bot. You acknowledge that the output and offering of any Trading Bot and any parameters recommended in connection therewith do not constitute any investment advice or any recommendation from us to you, in each case relating to the use, appropriateness or suitability of any Transaction to be executed or of the applicable execution methodology. You acknowledge that your use of any Trading Bot may be limited by Applicable Law and that you shall not provide any Order to us pursuant to the use of any Trading Bot (or otherwise) unless you have determined that such use is consistent with Applicable Law.

6.4 If PayBitoPro determines that any use of a Trading Bot could have an impact on the market and/or adversely impact availability of liquidity across the relevant product, you acknowledge and agree that we may implement certain controls in its discretion, which may include cancellation of Orders and/or Transactions resulting from the use of a Trading Bot and/or restricting the use and/or availability of any Trading Bot for the execution of any futures Orders and/or Transactions. You also acknowledge and agree that we may implement such controls if it determines that such controls are desirable to ensure compliance with Applicable Law (including in response to any regulatory request or restriction).

6.5 By using any Trading Bot, you acknowledge and agree to the risks as set out in PayBitoPro’s Trading Bot Terms. Before using any Trading Bot, you should ensure that you have read and fully understood such risks.

6.6 PayBitoPro may create a separate Account for Orders submitted by you through the use of certain Trading Bots (each such Account, a “Trading Bots Account”), in order to differentiate the resulting transactions from standard Futures Transactions entered into by you other than through the use of such Trading Bots (which Transactions will be recorded against your Futures Account). It is your responsibility to monitor each Trading Bots Account set up on its behalf and to ensure that sufficient Digital Assets are allocated to such account to satisfy any payments due with respect to transactions recorded against such account (including, without limitation, payment of applicable fees and Margin Requirements with respect to the relevant transactions). Unless otherwise permitted by us, Digital Assets allocated to your Futures Account will not be applied to satisfy Margin Calls or other payments due with respect to transactions recorded against a Trading Bots Account.

7. Fees, Interest, Commissions and Charges

7.1. You shall promptly pay all of PayBitoPro’s fees, interest, commissions and/or other charges at such rates and in such manner as we may impose and stipulate from time to time with respect to the execution and/or performance of any Transaction or otherwise for the maintenance of your Futures Account or the provision of any service to you or in connection with your Futures Account.

7.2. PayBitoPro reserves the right from time to time in its sole and absolute discretion and by notice to you to change the rates of fees, interest, commissions and charges or impose other fees, interest, commissions and charges. Fees, interest, commissions and other charges may be quoted on request, posted on the Platform or provided to you individually through notification via email or other modes of communication as we in our sole and absolute discretion may deem fit. It is your responsibility to ensure that you are aware of current applicable fees, interest, commission, charges and rates.

7.3. You shall make payment to PayBitoPro of any outstanding amount owed to is (including without limitation any outstanding fees, interest, commissions and charges) when due or otherwise upon demand by us.

7.4. All commissions, interest, fees, charges or other amounts owed from you to us may be settled by us at our sole and absolute discretion on the day they fall due by debiting your PayBitoPro Account (including your Futures Account) with the relevant amount payable by you. In the event that there are insufficient Digital Assets in your PayBitoPro Account (including your Futures Account), you acknowledge that any amount due and payable from you under this Clause is a debt immediately due and owing by you to us.

7.5. Applicable trading fees may vary between different clients, products and Transactions and will depend on certain factors, including trading volumes. We may provide trading fee discounts from time to time, subject to the satisfaction of certain criteria. All trading fees shall be applied at both the entry into and the close-out of a Transaction, unless otherwise notified.

7.6. If you enter into a Perpetual Futures Contracts through the Platform, then you will, at each applicable Funding Time, either be required to pay or be entitled to receive a Funding Fee. As Perpetual Futures Contracts do not have a set expiry date and will subsist indefinitely unless they are liquidated, Funding Fees ensure that the price of the contract correlates with the prevailing spot price of the underlying instrument. In extreme market conditions, you acknowledge that it may be costly to maintain a long-term position in the market due to high Funding Fees. You will only be required to make, or be entitled to receive, Funding Fees in respect of open positions you hold in Perpetual Futures Contracts as at the applicable Funding Times. If you do not have an open position at a Funding Time, you will not be required to pay, or otherwise be entitled to receive, any Funding Fees with respect to such Funding Time. Moreover, if you close your open positions prior to a Funding Time, you will not be required to pay or be entitled to receive any Funding Fees in relation to such positions. You acknowledge that the actual Funding Times may be subject to a deviation of up to 60 seconds from the specified Funding Times. For example, if a position is opened at 08:00:59 UTC, the Funding Fee may still apply to that position. We reserve the right to amend applicable Funding Fees including applicable Funding Times from time to time in its sole discretion.

7.7. PayBitoPro shall be entitled at its sole and absolute discretion to charge interest on any amount due to us from you at such rate and calculated and/or compounded in such manner as we may impose and determine from time to time and to debit any PayBitoPro Account (including any Futures Account) in respect of the interest due.

7.8. All amounts owed to us shall be settled in such Digital Assets as solely determined by us from time to time and shall be free of any deduction or withholding. If you are required to effect such deduction or withholding, then the amount due to us shall be increased by such amount, which shall result in us receiving an amount equal to the amount we should have received in the absence of such deduction or withholding.

7.9. You shall fully reimburse PayBitoPro for any applicable taxes, duties, disbursements, costs and/or other expenses incurred by us in connection with providing Futures Trading Services to you or otherwise in connection with your Futures Account.

7.10. If for any reason PayBitoPro cannot effect payment or repayment to you in a particular Digital Asset in which payment or repayment is due, then we may effect payment or repayment in an equivalent amount of any other Digital Asset selected by us based on a rate of exchange solely determined by us, acting reasonably, in respect thereof at the relevant time.

7.11. All interest, fees, commissions and other charges owed from you to us are exclusive of any goods and services tax or any other applicable sales tax which shall be borne and separately charged to you.

7.12. Without prejudice to any right of set-off under the Terms of Use or Applicable Law, you acknowledge and agree that we may set off all amounts of any nature, denominated in any Digital Asset or currency or otherwise and wherever arising which are due from you (or, where appropriate, from the relevant entity for whom you are acting on behalf) or to you (or, where appropriate, to the relevant entity for whom you are acting on behalf) in respect of the Futures Trading Services and/or any other PayBitoPro Services provided to you through the Platform or otherwise. You acknowledge and agree that you (or, where appropriate, the entity for whom you are acting) will not be entitled to exercise any right of set-off or counterclaim against amounts due to or from us.

7.13 We may, in certain circumstances (and subject to certain conditions), agree to issue certain bonuses and/or rebates to you in the form of a voucher, and any redemption of such voucher will be applied towards the balance of your Futures Account. To the extent you receive any Voucher from us, you agree to comply with applicable terms and conditions relating thereto.

8. Default and Termination

8.1. The following events shall each constitute a “Default”:

(a) your Margin Balance with respect to your Futures Account falls below the applicable Margin Requirements as prescribed by us in the applicable Futures Trading Rules;

(b) any representation, warranty, agreement or undertaking made by you to us whether under or in connection with this Agreement (including without limitation Clause 10 of this Agreement, the Futures Trading Rules, the Terms of Use) or otherwise, or any other material statement made by you in or in connection with the same is untrue, inaccurate, incomplete or misleading in any respect at the time when made by you or thereafter at any time becomes untrue, inaccurate, incomplete or misleading in any respect and you fail to inform us of the true position as soon as reasonably practicable;

(c) you have failed to comply with or perform any of your obligations in this Agreement, whether in respect of your Futures Account, any Transaction or otherwise, or under the Futures Trading Rules and/or you have failed to comply with or perform any obligation under the Terms of Use, or any other agreement with us relating to services provided by us to you (including without limitation your failure to make, when due, any payment or delivery required to be made by you under this Agreement, the Terms of Use or otherwise);

(d) you fail to promptly provide us with any documentation requested for the purposes of any: (i) “know your customer” checks, including, without limitation, documentation required for the purposes of verifying your identity, place of address, legal authority/capacity and client classification status and/or (ii) credit checks, anti money laundering requirements or any other internal assessments conducted by us and/or we determine that you have failed to successfully pass or otherwise satisfy any “know your customer” checks, credit checks, anti money laundering requirements or any other internal assessments conducted by us;

(e) (in the event that you are an individual), you become deceased or bankrupt, or you have commenced an action (or have any action commenced against you) to place you into bankruptcy or personal insolvency or you are otherwise unable to pay your debts as and when they fall due;

(f) (in the event that you are acting on behalf of a partnership) any of the partners thereof has become deceased or bankrupt, or such partners have commenced an action (or have any action commenced against them) to place them into bankruptcy or personal insolvency or are otherwise unable to pay their debts as and when they fall due or if any action is commenced to dissolve the partnership;

(g) (in the event that you are acting on behalf of a corporation) the corporation is unable to pay its debts as and when they fall due, or an action is commenced to place the corporation in insolvency, judicial management, receivership, administrative management, or any similar or analogous proceedings;

(h) any investigation, claim, action or proceeding of any nature is commenced against you (including without limitation investigation into suspected market abuse, manipulation or other criminal conduct), you have breached Applicable Laws, or steps are taken by any person to enforce any security interest against you;

(i) you convene a meeting of your creditors or propose or make any compromise or arrangement with, or any assignment for the benefit of, your creditors;

(j) We have reasonable concerns in relation to your creditworthiness, financial status or the verification of your identity (including, without limitation, any verification of your place of residence or place(s) from which you are accessing the Futures Trading Services);

(k) We determines in our sole and absolute discretion that you have acted in an abusive manner to any of our representatives;

(l) We are not able to contact you within 24 hours of attempting to establish any contact using reasonable means and contact points known to us, unless alternative arrangements have been made between you and us with reference to a specific absence by you;

(m) We determine, in good faith, that it should take any action in order to preserve its rights or interests under any PayBitoPro Account or Futures Account or under its relationship with you;

(n) We reasonably believe that any of the circumstances set out under Clauses 8.1(a) to 8.1(m) above are likely to occur and/or we reasonably believe that any action described in Clause 8.2 below is necessary, desirable or expedient to protect its interests or the interests of our other clients; or

(o) a credible allegation of fraud, misconduct, embezzlement, money laundering, insider trading, market manipulation abuse or other material illegality, breach of regulation or impropriety is made against you (whether by us or a third party) or we otherwise reasonably believe that you have used the Futures Trading Services with improper intent, which we determines, acting in good faith and in a commercially reasonable manner, could reasonably result in reputational harm to us, compromise the integrity of the markets maintained by us and/or result in losses being sustained by our other clients.

8.2. Without prejudice to any of our other rights hereunder or otherwise at law, in the event of a Default, we may (but is not obliged to) immediately or any time thereafter (without prior notice) whilst such Default is continuing:

(a) suspend (indefinitely or otherwise), place restrictions on, cancel or terminate any PayBitoPro Account, Futures Account, any services provided to you and/or PayBitoPro’s broader relationship with you or prohibit you from opening any PayBitoPro Account and/or Futures Account and/or accelerate any and all of your liabilities to us (including any and all fees, interest, commission, and charges owed by you to us) so that they shall become immediately due and payable;

(b) liquidate, accelerate, and/or close out any outstanding Transaction (including any Transaction which has yet to be settled on the date on which we terminate such Transaction) by determining its value in good faith and in its absolute discretion as of the date of such liquidation, acceleration or close-out as soon as practicable thereafter;

(c) at such times and in such manner as we may reasonably determine (based on, but not limited to, market conditions and portfolio health), sell or otherwise transfer any Digital Assets or other property which we may hold for you or which has been transferred to us by you and apply the proceeds to the discharge of your obligations, subject to our rights of set-off in accordance with Clause 7.12 of this Agreement or otherwise under the Terms of Use or Applicable Laws;

(d) vary the applicable Margin Requirement and/or liquidate or exercise its power to sell the Margin (or part thereof) at a price which we deem appropriate in the circumstances;

(e) apply any amounts of whatsoever nature standing to your credit against any amounts owed by you to us (of any nature and howsoever arising, including any contingent amounts), or generally to exercise our rights of set-off in accordance with Clause 7.12 of this Agreement or otherwise under the Terms of Use or Applicable Laws;

(f) demand any shortfall after the application of Clause 8.2(e) above from you, or hold any excess pending full settlement of any other of your obligations, or pay any excess to you by way of any methods deemed appropriate by us;

(g) restrict your ability to withdraw any Digital Assets from any PayBitoPro Account;

(h) do or omit to do anything which we reasonably believe to be necessary, desirable or expedient to protect us or its other clients; and/or

(i) exercise such other authority and powers that may have been conferred upon us by this Agreement, the Futures Trading Rules and/or the Terms of Use.

8.3. Without prejudice to Clause 8.2, in the event that we determine that you are in Default under Clause 8.1(o) of this Agreement, we reserve the right (without liability to you or any third party) to unwind or reverse any Transactions, freeze any or all amounts allocated to User’s Futures Account, and/or deduct any amounts allocated to your Futures Account that relate to or arise out of any Transactions entered into by you in connection with any of the circumstances referred to in Clause 8.1(o).

8.4 To the extent permitted under Applicable Law, you will be responsible for any reasonable costs and expenses of collection of any unpaid deficiency in your Futures Account including, but not limited to, legal counsel’s fees incurred and payable or paid by us, and you shall be responsible for any other reasonable costs and expenses incurred by us in exercising any of its rights under this Clause 8 pursuant to any Default.

9. Statements and Confirmations

9.1. You shall verify all statements with respect to your Futures Account and all Confirmations Platform with respect to Transactions entered into that are provided by PayBitoPro to you from time to time as against your own records. Any and all objections by you shall not be valid unless accompanied by supporting evidence. If no objection is raised by you within 7 days of the date of the relevant statement or Confirmation (or such other time period set out in such statement or Confirmation), such statement or Confirmation shall (in the absence of Manifest Error or clear evidence to the contrary) be deemed conclusive and binding as against you, and you shall not be entitled to object thereto. Notwithstanding the foregoing, we may (but is not obliged to) at any time in its sole discretion choose to rectify any error on any entry, statement or Confirmation which has been proven to its satisfaction to be incorrect, and may demand immediate repayment from you of any Digital Assets erroneously transferred to you as a result of any such error. We do not make any representations or warranties regarding the availability, accessibility, accuracy, currency or completeness of any information contained in any statement or Confirmation provided by us or otherwise presented on the Platform.

9.2. You shall immediately notify us if a statement or Confirmation is not received by you within the usual time frames provided in the ordinary course of business or your use of our services.

9.3. Subject to the provisions of this Clause 9, a Confirmation which does not accurately reflect the relevant Transaction entered into via the relevant Platform:

(a) does not affect the validity of the Transaction which the Confirmation evidences; and

(b) where there is Manifest Error, does not entitle you to enforce whatever is inaccurately recorded in the Confirmation.

9.4. We reserve the right to void, cancel or reverse any Transaction involving or deriving from a Manifest Error or to amend the details of such Transaction to reflect what we reasonably consider to be the correct or fair details of such a Transaction.

9.5. Without prejudice to the generality of the other terms in this Agreement, and in the absence of fraud or bad faith of us, we shall in no circumstances be liable to you for any Loss or demand of whatsoever nature which you may suffer or incur in connection with any Manifest Error howsoever arising, whether such Loss or demand is direct or indirect, special or consequential (including, but not limited to, loss of profit, loss of opportunity, in each case, notwithstanding that we may be been advised of the possibility of the same arising or that the same was reasonably foreseeable). Please reference and review Clause 12 of this Agreement.

10. Representations, Warranties, Agreement and Undertakings

10.1. You represent, warrant, agree and/or undertake (as applicable) that:

(a) you have full capacity and authority, and you have obtained (and will maintain) and are in compliance with all necessary authorisations, consents, licenses or approvals (whether under Applicable Laws or otherwise) required to: (i) accept and agree to the terms of this Agreement, (ii) receive the Futures Trading Services, (iii) enter into Transactions, (iv) open, maintain and/or continue to maintain a Futures Account with us, (v) transfer Margin to us and (vi) issue Orders to us in connection therewith;

(b) you have made your own independent decision to: (i) accept the terms of this Agreement, (ii) open and maintain a Futures Account(s), (iii) receive the Futures Trading Services, (iv) enter into Transactions from time to time and (v) determine that the Futures Trading Services and Transactions are suitable or appropriate for you or the entity for whom you are acting, based on your own judgment and/or advice from your advisers.

(c) You are not relying on any communication (whether written or oral) from us: (i) as investment advice, (ii) as a recommendation to enter into any Transaction or (iii) as an assurance or guarantee of any expected results of a Transaction;

(d) you have read and understood the Futures Trading Rules and accept the conditions and limitations for each service available to you in connection with the Futures Trading Services. In particular, you understand that the levels of service available to you will vary depending on whether you are transacting or are intending to transact on the basis of “cross margin mode” or “isolated margin mode”

(e) you are not: (i) an employee of any governmental or self-regulatory organisation in any jurisdiction, including any exchange or a member firm thereof, (ii) engaged in the business of dealing (either as agent or principal), which prohibits you from establishing a relationship with us, or (iii) engaged in the business of dealing in any of the Digital Assets traded in connection with your Futures Account, and you shall, in each case, promptly notify us if you become so employed or engaged;

(f) you do not reside in the prohibited countries and territories as set out in Terms of Use, or in any other jurisdictions in which we have restricted the offering of any service provided under this Agreement;

(g) unless you specifically notify us and we agree, no person other than you has an interest in your Futures Account;

(h) except with our express written consent of, no person has or will have any security or other encumbrance over your Futures Account and/or any Digital Asset held in your Futures Account, other than any security or encumbrance created hereunder;

(i) any Order placed or any other dealings with respect to your Futures Account is solely and exclusively based on your own judgement, independent appraisal and investigation into the risk associated with such Orders, as well as your independent determination of the Order being specifically suitable to you based on your own assessment of your financial resources, financial objectives and ability and willingness to take relevant risks

(j) We shall not be under any duty or obligation to inquire into the purpose or propriety of any Order and shall be under no obligation to accept or execute any Order

(k) any person(s) empowered to act on your behalf have been duly authorised

(l) you have complied and shall comply with all Applicable Laws in all jurisdictions relevant to your Futures Account, any Transaction or other service or facility provided or made available by us to you

(m) all information and/or documents provided by you or on your behalf to us in connection with the services contemplated under this Agreement are true, accurate, complete and not misleading in any and all respects, and nothing has been concealed from us which may have a material effect on our decision to provide or continue to provide any of the services under this Agreement; and

(n) you shall not knowingly or recklessly permit the use of our services, facilities or membership in a manner which may, in our opinion, bring us into disrepute, impair the dignity or degrade our good name. You shall not knowingly or recklessly create or maintain or exacerbate manipulations (or attempted manipulations), corners (or attempted corners) or violate any Applicable Laws (or arrangements, provisions or directions made or given thereunder), or otherwise act in a manner which is substantially detrimental to our interests or welfare or any of its other users.

10.2. The above representations, warranties, agreement and undertakings shall be deemed repeated whenever you place any Order with us, enter into any Transactions or establish a Futures Account with us.

11. General Indemnity

11.1. In addition and without prejudice to any other right or remedy of us, under Applicable Laws, the Terms of Use or otherwise (but without duplication), you shall at all times indemnify, keep indemnified, and hold us harmless from and against any and all Loss suffered or incurred by us arising (whether directly or indirectly) out of, in the course of or in connection with:

(a) any Default or any failure by you to comply with any provision of this Agreement or Applicable Laws;

(b) We acting in accordance with your Orders or in any manner permitted under this Agreement and/or the Terms of Use;

(c) any changes in any Applicable Laws that impact the provision of the Futures Trading Services to you (or use thereof); and/or

(d) any act or thing done or caused to be done by us in connection with or referable to this Agreement, the Terms of Use or your Futures Account.

11.2. You shall further indemnify, keep indemnified and hold us harmless from any and all expenses, costs and legal fees (on a full indemnity basis) incurred, including but not limited to expenses, costs and legal fees incurred for producing records, and information, or payment made (whether such payment is or is to be made in settlement of any proceedings or in connection with any ruling, judgment, order or award) by any of them in connection with any investigations or proceedings (whether legal, regulatory, arbitration or other proceedings) brought against it in connection with Clauses 11.1(a) to 11.1(d) above. You shall provide any and all reasonable assistance to us in connection with such investigations or proceedings.

12. General Exclusion

12.1. Futures trading is not suitable for everyone. You should examine your investment objectives, financial resources and risk tolerance to determine whether borrowing against your assets held with us is appropriate for you. You acknowledge that futures trading with respect to Digital Assets is a highly speculative activity involving highly leveraged and rapidly fluctuating markets. You further understand and accept the significant risks associated with the use of Margin and leverage and have determined that the use of Margin and/or leverage is consistent with your investment objectives. Despite such risks, you acknowledge, understand and agree that you are willing and able to assume the financial risks and other hazards of futures trading with respect to Digital Assets and agree that you will in no manner hold us responsible for Losses incurred by you under or in connection with this Agreement, the Futures Trading Rules, the Terms of Use or otherwise. You acknowledge that trading in Futures involves the potential for profit as well as the risk of losing substantially more than your initial capital. You do not own or have any rights to the underlying instruments, which include Digital Assets and any rewards or yields generated from such Digital Assets.

12.2. In addition and without prejudice to any other right or remedy which we may have under this Agreement, the Futures Trading Rules, the Terms of Use, Applicable Laws or otherwise, so long as we act in good faith, it shall not be liable to you in any respect for any Loss suffered by you, including, without limitation, any Loss resulting from default, insolvency or analogous proceedings of, or action or inaction by any intermediary (including wrongful or unlawful action or inaction) or howsoever otherwise suffered and/or incurred by you under or in connection with this Agreement, the Futures Trading Rules and/or the Terms of Use. PayBitoPro shall only be liable to you if we are determined by a court of competent jurisdiction to have been fraudulent or to have acted in wilful default.

12.3. Without prejudice to the generality of the foregoing, we shall not in any event be liable to you for any indirect or consequential Loss, or for any loss of anticipated profits or any punitive damages.

13. Applicable Laws

Your relationship with PayBitoPro, the operation of your Futures Account, the provision of the Futures Trading Services and the implementation of any transaction shall be subject at all times to the Applicable Laws. we may take or refrain from taking any action whatsoever, and you shall comply with, and shall do all things required by us in order to procure or ensure compliance with, all Applicable Laws. You agree that we shall not be liable to you as a result of any action taken by us to comply with any Applicable Laws.

14. Technology Disclaimer

14.1. For the purpose of the Futures Trading Services, we may offer or make available for your access and use, the Platform. Accordingly, we grant you a revocable, non-exclusive, non-transferable right to access and use of the Platform for the purposes of receiving the Futures Trading Services in accordance with this Agreement. We may limit, revoke or vary such license and/or change, suspend, terminate, restrict or discontinue the Platform (or any part of thereof) or any services, information, features or functions accessible by means of the Platform or your access to the Platform for any reason at any time without notice or liability.

14.2. You acknowledge and agree that access and use of the Platform is provided on an “as is'' and “as available” basis and we make no representation or warranty of any kind, express or implied, with respect to: (i) the functionality, operation, content or otherwise of the Platform and (ii) the Platform or any part thereof being free from defect, failure or interruption or (iii) the Platform or any part thereof being fit for your purposes or any particular purpose and, without prejudice to the foregoing, we shall not in any event be liable for any system error, faults or failure of the Platform whatsoever and howsoever arising or caused, in each case other than by fraud or our wilful default which has been determined by a court of competent jurisdiction.

14.3. To the extent that you may use third party technology, web applications, application programme interfaces, software, software code, programmes, protocols and/or other third party resources (“Third Party Applications”) (whether such Third Party Applications have been independently identified and selected, sourced or used by you, made available via PayBitoPro or otherwise) to provide connectivity to the Platform to place Orders, enter into and/or settle Transactions, or otherwise engage in the Futures Trading Services, you acknowledge and accept that you are solely responsible for and will bear all risks associated with the use of any Third Party Applications, including (but not limited to) any risks that such Third Party Applications may not function appropriately with the Platform and other risks associated with the compatibility of such Third Party Applications with the Platform. You acknowledge that any links to Third Party Applications to or from the Platform do not constitute any form of endorsement by PayBitoPro of any product, service, information or disclaimer presented on or made available through such Third Party Applications, and that we do not guarantee (or make any representations with respect to) the accuracy of the information presented on or provided through such Third Party Applications. You shall be solely responsible for your decision to use any Third Party Application and shall ensure that any such use is suitable for you in light of your investment objectives. If you suffer any loss in connection with your use of any Third Party Application, we will not be liable for such loss. In addition, you acknowledge that we have no control over the terms of use or privacy policies related to any Third Party Application, and you agree to ensure that you have carefully read and understood such terms and policies before using such Third Party Application.

14.4. Unless expressly prohibited by Applicable Laws, you agree that no terms and conditions and warranties shall be implied by statute or common law in relation to the Platform including, but not limited to, merchantability, satisfactory quality, suitability or fitness for any particular purpose. You acknowledge that technical difficulties may arise in connection with the use of the Platform, and such difficulties may include, but are not limited to, malfunctions, failures, delays, hardware damages or software erosion. You acknowledge that such technical difficulties could be the result of hardware, software or communication link inadequacies or any other cause, and that such difficulties could result in possible economic and/or data loss. In the absence of fraud or wilful default of ours, we (including any of its related companies or affiliates and any of their respective officers, employees, agents, representatives or contractors) (in each case, as determined by a court of competent jurisdiction) will not be liable for any loss, cost, claim, demand, expense or damage including, without limitation, loss of profit, loss of revenue, loss of opportunity, consequential, unforeseeable, special or indirect damages or expenses which arise directly or indirectly in connection with your access and/or use of the Platform, in each case notwithstanding that we may have been advised that such loss, cost, claim, demand, expense or damage may be possible or reasonably foreseeable.

14.5. You acknowledge that the Platform consists of certain trading systems, platforms and/or related software and technology (the “Trading Systems”) which enable, assist and/or facilitate you to place Orders, enter into and/or settle Transactions. You also acknowledge that such Trading Systems may be proprietary to us or may be licensed by us from third party licensors (the “Third Party Licensors”) for access and/or use by you. In addition to the terms of this Agreement, you agree and undertake to comply with any and all terms and conditions as we and/or such Third Party Licensors may from time to time prescribe or stipulate to be applicable in connection with their provision and/or your access and/or use of such Trading Systems.

14.6. You acknowledge that we may use or provide technology and/or electronic services, or make available technology and/or electronic services provided by third parties, in each case for your use in connection with the Futures Trading Services and any Order placed or Transaction made by you with PayBitoPro. Such technology and electronic services may include, but are not limited to, trading technology, web applications, application programme interfaces, software, software code, programmes, protocols and displays (collectively, the “Technology”) for trading, analysing trades and markets, constructing automated trading systems and/or to assist or facilitate the provision, availability or connectivity of Platform provided or made available by us to you for access or use. We provide the Technology on an “as is” basis, without any warranties of merchantability, fitness for a particular purpose, or other express or implied warranties. You acknowledge and agree that none of us, any Third Party Licensors and any other third party Technology providers shall be responsible for the operation or performance of any automated trading system developed with Technology or for any errors, malfunctions or breakdown of, or inability to access, any Technology or Platform or for any delays or interruptions in transmission of orders due to breakdown, excessive call volume or failure of transmission or communication equipment on the internet or otherwise, including, but not limited to, communications problems, computer software or hardware breakdowns, malfunctioning errors, any and all problems or glitches associated with computer problems or any other technical cause or causes.

14.7. You acknowledge that certain databases, programmes, protocols, displays and manuals which may form part of the Technology (the “Proprietary Information”) are proprietary to and unique to us, Third Party Licensors or (as the case may be) third party Technology providers, as to which copyright, patent, or other proprietary rights may be held by us, such Third Party Licensors, third party Technology providers or third parties from whom such Third Party Licensors or third party Technology providers have licensed or otherwise acquired such rights. You agree to take or cause to be taken any and all necessary precautions to maintain the confidentiality of such Proprietary Information, to comply with all copyright, trademark, trade secret, patent and other laws necessary to protect all rights in the Proprietary Information as advised by us and agree not to remove, conceal or obliterate any copyright or other proprietary notice, which may include references to us, such Third Party Licensors or such other third parties’ ownership, as included in the Technology.

14.8. You acknowledge, accept and agree that PayBitoPro, any Third Party Licensors or any other third party Technology providers and their respective directors, officers, employees, agents, contractors and/or subcontractors shall not be held liable for any Loss, damage, cost or expense (including the loss of data) suffered or incurred by you as a result, arising out of or in connection with any errors, malfunctions, breakdowns, inability to access, faults, interruptions or delays in the Technology, or Platform or out of any inaccuracies, errors or omissions in the information contained in the Technology or Trading Systems as supplied to, or made available for access and use by, you, provided however that this limitation does not apply to any loss, cost or damage suffered or incurred by you caused by fraud or our wilful default (as determined by a court of competent jurisdiction) in the performance of its duties imposed by this Agreement or applicable law. Each of PayBitoPro, such Third Party Licensors and such third party Technology providers makes no warranties, conditions, guarantees or representations as to satisfactory quality, fitness for a particular purpose or other warranties, conditions, guarantees or representations, whether express or implied, in law or in fact, oral or in writing, in each case in connection with any Technology or Platform, except as expressly stated in the terms of this Agreement. Under no circumstances shall PayBitoPro, such Third Party Licensors and/or such third party Technology providers be liable for any loss, damage, cost or expense of any nature whatsoever incurred or suffered by you of an indirect, incidental, special or consequential nature (including without limitation any economic loss or other loss of turnover, profits, business or goodwill) arising from or in connection with the provision of, or the availability to you of, any Technology or Platform.

14.9. Without prejudice to the generality of the foregoing, you agree not to bring any legal action, whether in tort, contract or otherwise, against us, any Third Party Licensors or any other third party Technology providers in connection with any failure by us, such Third Party Licensors or (as the case may be) such other third party Technology provider to perform or otherwise settle a Transaction entered by you using Technology.

14.10. You acknowledge that use of the Platform may require compatible hardware or devices, internet access and web browser that includes 128-bit encryption (including, but not limited to, the latest versions of Google Chrome, Microsoft Edge, Mozilla Firefox, Safari and Opera which in each case is subject to periodic updates), and our software (the latest version thereof which is subject to periodic updates), and that the performance of the Platform may be affected by the performance of these factors. You acknowledge that it is not recommended for the Platform to be accessed with a touchscreen device on a web browser for the purposes of Futures trading. You agree that meeting these requirements is your responsibility. We shall not be liable for any losses resulting directly or indirectly from the incompatible hardware or devices, personal network congestion, network delay, poor network environment and outdated version of software. We reserve the right to limit the number of Futures Accounts that may be created from a particular device and the number of devices associated with a particular Futures Account.

15. Miscellaneous

15.1. You acknowledge and agree that if we determine that you have not undertaken any activity with respect to your Futures Account for a period of 30 calendar days or more, your Futures Account shall be considered dormant and we shall have the right to close your Futures Account on notice to you (such notice may be provided via email). You acknowledge that a dormant Futures Account which has been closed cannot be reactivated, and that you will need to register for a new Futures Account should you wish to continue with your access and use of the Futures Trading Services. If your Futures Account is closed (whether by reason of such account being considered dormant pursuant to this clause or otherwise in accordance with the terms of this Agreement or the Terms of Use), you acknowledge and agree as follows: (i) you shall no longer be entitled to access or use the Futures Trading Services; (ii) you expressly authorize PayBitoPro to deduct any outstanding amounts owed to us, including without limitation any applicable Trading Fees, Funding Fees and other amounts; and (iii) after the satisfaction of any amounts due to us, if any amounts remain to the credit of your Futures Account, such amounts will be credited to the balance of the account you hold with usfor the purposes of spot trading activity in Digital Assets, and any withdrawal of such amounts shall be subject to the Terms of Use.

15.2. This Agreement may, at our sole and absolute discretion, be translated into a language other than the English language. 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.

15.3. We reserve the right to alter, revise, modify, and/or amend this Agreement at any time in its discretion. Any such amendments will take effect immediately upon being published on the Platform. It is your responsibility to regularly check relevant pages on the Platform to confirm the latest version of this Agreement. Your continued access and use of the Platform and the Futures Trading Services following any amendments to this Agreement shall indicate your acceptance of such amendments. If you do not agree to any such amendments, you should terminate your usage of Futures Trading Services and cancel your Futures Account.

15.4 No delay or omission by us in exercising any right or remedy under this Agreement will operate as a waiver of the future exercise of that right or remedy or of any other rights or remedies under this Agreement. The rights and remedies provided in the Terms of Use are cumulative and not exclusive of any rights or remedies provided by Applicable Law.

15.5 If, at any time, any clause or sub-clause of the Terms of Use is or becomes illegal, invalid, or unenforceable in any respect, neither the legality, validity or enforceability of the remaining clauses or sub-clauses will in any way be affected or impaired.

15.6 We will not be liable for any delay or failure to perform as required by this Agreement to the extent the delay or failure is caused by a Force Majeure Event.

15.7 You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent, which may, in some cases, require additional information to be provided or enhanced due diligence to be performed. However, we may assign or transfer any of its rights or obligations under this Agreement at any time to anyone else, including, without limitation, in connection with any merger, acquisition, or other corporate reorganisation involving us.

15.8 Other than in relation to our Affiliates, nothing expressed or referred to in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any clause or sub-clause of this Agreement. This Agreement and all of its clauses and sub-clauses are for the sole and exclusive benefit of the parties to this Agreement and their successors and permitted assignments.

Addendum (for users resident in Selected EEA countries)

1.1. This Addendum shall apply to all Futures Accounts opened and maintained with us as well as all Futures Trading Services provided by us to you. Your access to and use of the Futures Trading Services shall constitute your agreement to the terms of this Addendum. This Addendum forms part of the Agreement. The terms in this Addendum shall be supplemental to and shall be read together with the Main Agreement. In case of contradiction between the Main Agreement and this Addendum, this Addendum shall prevail. Capitalized terms not otherwise defined in this Addendum shall have the meaning given to them in the Main Agreement.

1.2 The following definitions are applicable to the terms of this Addendum:

"PayBitoPro Credits" is as defined in Clause 1.3. of this Addendum.

"PayBitoPro Credits Mode" means in relation to a Futures Account, a mode allowing the User of such Futures Account to use PayBitoPro Credits to enter into Transactions in USDS-M Futures.

"EEA" means the European Economic Area.

"Main Agreement" means the Agreement but excluding this Addendum.

"Selected EEA Countries" means countries within the EEA, but excluding countries subject to any local restriction. This list of countries may be amended by PayBitoPro from time to time.

"Selected Crypto-Asset(s)" is as defined in Clause 1.4.(f) of this Addendum.

"Supported Crypto-Asset(s)" means crypto-assets (excluding any stablecoin) that PayBitoPro accepts for conversion into PayBitoPro Credits. Supported Crypto-Assets may be changed by PayBitoPro from time to time.

"User(s)" means a user of the Futures Trading Services resident in a Selected EEA Country.

1.3. PayBitoPro Credits are a feature developed and offered by PayBitoPro taking the form of a ledger value displayed in US dollar equivalence and credited on a User's Futures Account, which are subject to the specificities described in Clause 1.4. of this Addendum, which may only be used in relation to USDS-M Futures, which are accepted only by PayBitoPro and that cannot be transferred, directly or indirectly, to other holders (hereafter, “PayBitoPro Credit(s)”). PayBitoPro Credits shall only be available to Users. If you have a Futures Account opened prior to 26 June 2024, you will be asked to agree to upgrade your Futures Account to the PayBitoPro Credits Mode. During the upgrade to the PayBitoPro Credits Mode, all positions held under "isolated margin mode" will be switched to positions held under "cross margin mode". You will be responsible for monitoring any risk linked to such switch and avoid unexpected losses. If you have a Futures Account opened prior to 26 June 2024 and you refuse to upgrade to the PayBitoPro Credits Mode, you will not be able to enter into new Transactions on USDS-M Futures and any of your open positions opened prior to 26 June 2024 will be subject to a “Reduce Only” restriction as described in Clause 3.10 of the Main Agreement.

1.4. The following specificities shall apply in relation to PayBitoPro Credits:

(a) Only Supported Crypto-Assets can be converted into PayBitoPro Credits. If you convert Supported Crypto-Assets into PayBitoPro Credits in your Futures Account, you are deemed to have accepted the market price as offered by PayBitoPro in relation to such PayBitoPro Credits;

(b) PayBitoPro Credits are accepted only by PayBitoPro and cannot be transferred in any way, directly or indirectly, to another Futures Account, to a spot account, to any other PayBitoPro Account, to a spot wallet, to an external wallet or to any other kind of wallet;

(c) PayBitoPro Credits can only be used under "multi-asset mode" and "cross margin mode", meaning that all open positions in USDS-M Futures against a Futures Account will have a single margin balance and will have recourse to all PayBitoPro Credits credited on such Futures Account to satisfy Initial Margin and Maintenance Margin requirements. Consequently, you must adapt your trading strategy accordingly, taking into account in particular the specificities of trading under "cross margin mode"

(d) the Unrealised P/L of a USDS-M Future involving PayBitoPro Credits will be calculated and displayed in PayBitoPro Credits

(e) USDS-M Futures are being settled into PayBitoPro Credits only; and

(f) PayBitoPro Credits may, at your option, be converted into a crypto-asset (other than a stablecoin) being part of a list of crypto-assets supported by PayBitoPro (being specified that such list may be modified by PayBitoPro from time to time) and selected by you ("Selected Crypto-Asset(s)"). For the avoidance of doubt, PayBitoPro Credits may only be converted into Selected Crypto-Assets and not in any other type of assets. If you convert PayBitoPro Credits into Selected Crypto-Assets in your Futures Account, you are deemed to have accepted the price as offered by PayBitoPro in relation to such Selected Crypto-Assets.

1.5. For the purposes of this Addendum:

(a) PayBitoPro Credits may constitute "Margin", including "Initial Margin" and "Maintenance Margin", within the meaning of the Main Agreement, and the definition of "Margin" in the Main Agreement shall be read as follows: ""Margin" in respect of Transactions means any Digital Assets of the type that PayBitoPro has specified it accepts to satisfy Margin Requirements and/or PayBitoPro Credits, that are deposited with or held by or on behalf of PayBitoPro in your Futures Account as security or credit support for your obligations under such Transactions.";

(b) in Clause 5.1.(h) of the Main Agreement, the reference to "Digital Assets" in the first sentence shall be read as a reference to "PayBitoPro Credits";

(c) in Clause 5.3. of the Main Agreement, the third sentence shall be replaced by the following sentence: "Any Margin Call made by PayBitoPro must be met by you by converting additional Supported Crypto-Assets into PayBitoPro Credits on your Futures Account."

(d) in Clause 7.4. of the Main Agreement, the reference to "Digital Assets" shall be read as a reference to "Digital Assets and/or PayBitoPro Credits"

(e) in Clause 7.8. of the Main Agreement, the reference to "Digital Assets" shall be read as a reference to "Digital Assets and/or PayBitoPro Credits"

(f) in Clause 9.1. of the Main Agreement, the reference to "Digital Assets erroneously transferred to you" shall be read as a reference to "Digital Assets erroneously transferred to you and/or PayBitoPro Credits erroneously credited to you";

(g) Clause 6 of the Main Agreement shall not be applicable

(h) in Clause 15.1 of the Main Agreement, the (iii) shall be read as follows: "(iii) after the satisfaction of any amounts due to PayBitoPro, if any amounts remain to the credit of your Futures Account, such amounts will be credited to the balance of the account you hold with PayBitoPro for the purposes of spot trading activity in Digital Assets, and any withdrawal of such amounts shall be subject to the Terms of Use. If any PayBitoPro Credits remain to the credit of your Futures Account, such PayBitoPro Credits will be converted by PayBitoPro into the crypto-asset of PayBitoPro's choice and credited to the balance of the account you hold with PayBitoPro for the purposes of spot trading activity in Digital Assets, and any withdrawal of such amounts shall be subject to the Terms of Use

1.6. You acknowledge and agree that:

(a) you are resident in a Selected EEA Country;

(b) PayBitoPro Credits shall not constitute money, deposits, electronic money (including electronic money within the meaning of Directive 2009/110/EC of 16 September 2009 on the taking up, pursuit and prudential supervision of the business of electronic money institutions), or crypto-assets (including "electronic money token" and "asset-referenced token" within the meaning of EU Regulation 2023/1114 of 31 May 2023 on markets in crypto-assets);

(c) PayBitoPro Credits are not directly available in any fiat money, including in U.S. dollars; and

(d) PayBitoPro Credits cannot be withdrawn in fiat money, including in U.S. dollars, from any Futures Account, but can only be converted into Selected Crypto-Assets.