BitGo Custodial Services Agreement

Last Modified: November 5, 2026

This Custodial Services Agreement (this “Agreement”) governs your use of the Services (as defined below) provided or made available by Custodian to you and your organization (together, “Client”).

Please read this Agreement carefully. BY CLICKING THE “ACCEPT” BUTTON/CHECKING THE “ACCEPT” BOX AND USING THE SERVICES, CLIENT AGREES TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLIENT MAY NOT ACCESS OR USE THE SERVICES.

IMPORTANT — THIS AGREEMENT LIMITS CLIENT’S RIGHTS AND REMEDIES: PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY BEFORE ACCEPTING IT. THIS AGREEMENT CONTAINS PROVISIONS THAT LIMIT CLIENT’S RIGHTS AND REMEDIES AND ALLOCATE RISK TO CLIENT, INCLUDING THE WAIVER OF VIDEO VERIFICATION DESCRIBED IN SECTION 2.2(G). BY ACCEPTING THIS AGREEMENT, CLIENT AGREES TO BE BOUND BY EACH OF THESE PROVISIONS. IF CLIENT DOES NOT AGREE TO THE WAIVER OF VIDEO VERIFICATION, CLIENT MAY NOT ACCESS OR USE THE SERVICES.

NOTICE REGARDING DISPUTE RESOLUTION: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN CLIENT AND CUSTODIAN ARE RESOLVED, INCLUDING AN AGREEMENT TO ARBITRATE, WHICH WILL REQUIRE CLIENT TO SUBMIT CLAIMS CLIENT MAY HAVE AGAINST CUSTODIAN TO BINDING AND FINAL ARBITRATION AND LIMIT CLIENT TO CLAIMS AGAINST CUSTODIAN ON AN INDIVIDUAL BASIS.

DEFINITIONS. Capitalized terms not defined elsewhere in this Agreement will have the meaning set forth below:

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. “Control” means the direct or indirect ownership of more than 50% of the voting securities or voting interests of a Person, or the possession of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of equity interests, or by contract. A Person will be deemed an Affiliate only for so long as such control exists.
“API” means the application programming interfaces, including any associated software development kits, libraries, protocols, and documentation, made available by BitGo, Inc., an Affiliate of Custodian, to Platform Operator solely for the purpose of allowing Client to access the Services.
“Applicable Law” means any applicable statute, rule, regulation, regulatory guideline, order, law, ordinance, or code; the common law and laws of equity; any binding court order, judgment, or decree; any applicable industry code, rule, guideline, policy, or standard enforceable by law (including as a result of participation in a self-regulatory organization); and any official interpretations of any of the foregoing.
“Assets” means, as applicable, Digital Assets and/or Fiat Currency.
“Authorized Persons” means any Person authorized by Client or a Person reasonably believed by Custodian to be authorized by Client to act on behalf of Client (e.g., viewer, admin, enterprise owner, viewer with additional video rights, etc.). Unless Client provides written notice to Platform Operator designating additional Authorized Persons, Platform Operator will be the sole Authorized Person under this Agreement.
“Bank” means either (i) a U.S. banking institution insured by the Federal Deposit Insurance Corporation (FDIC) or (ii) an organization that is organized under the laws of a foreign country, or a territory of the United States that is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or the country in which its principal banking operations are located.
“Client Keys” means the cryptographic private keys associated with Client’s Account that are generated, held, and controlled solely by Client, and which are used to authorize transactions on one or more blockchains. Client Keys do not include any keys held or controlled by Custodian or its Affiliates as part of the Custodial Services.
“Client Security Codes” means IDs, credentials, passwords, login information, hints, personal identification numbers, yubikeys, 2-factor authentication devices or backups, or any other codes that Client uses to access the Services.
“Company Site” means https://www.bitgo.com/.
“Consumer Client” means a Client who is a natural person using the Services, primarily for personal, family, or household purposes.
“Custodian” means BitGo Bank & Trust, National Association, a national banking association chartered under the laws of the United States and authorized by the Office of the Comptroller of the Currency to exercise fiduciary and custodial powers.
“Digital Assets” means any digital unit of value, token, coin, cryptocurrency, virtual currency, non-fungible token (NFT), or other cryptographic asset that is issued, recorded, represented, or transferred using distributed ledger or blockchain technology, whether centralized, decentralized, permissioned, or permissionless. Digital Assets include (i) native protocol tokens, (ii) tokens issued on existing networks or sidechains, (iii) digital assets designed to maintain a stable value relative to fiat currency through reserve backing, (iv) governance or utility tokens, (v) wrapped or derivative tokens, and (vi) any rights to acquire or receive the foregoing. For clarity, Digital Assets do not include traditional book-entry securities or deposit account balances that are not recorded or transferred using distributed ledger technology, except to the extent such instruments are tokenized and recorded as described above.
“Fiat Currency” means certain supported fiat currencies, such as U.S. Dollars.
“Institutional Client” means any Client that is not a Consumer Client, including any corporation, partnership, limited liability company, trust, fund, association, governmental authority, or other entity, and any natural person using the Services primarily for business, commercial, or professional purposes. A Client that accesses the Services in the name of, or on behalf of, an entity is an Institutional Client regardless of the identity or capacity of the individual who accepts this Agreement on the entity’s behalf.
“Instructions” means instructions given by Client or Client’s Authorized Persons through the Third Party Platform.
“Losses” means, collectively, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees and costs.
“Person” means any natural person, corporation, partnership, limited liability company, trust, unincorporated organization, association, joint venture, governmental authority or agency, or any other legal or commercial entity or body.
“Platform Operator” means Transak USA LLC.
“Platform Operator Services” means any products, services, features, functionality, content, interfaces, customer support, promotions, rewards, pricing, fees (including Platform Fees), disclosures, communications, or other activities offered, marketed, provided, arranged, or made available by Platform Operator (or any of its Affiliates or service providers) through or in connection with the Third Party Platform, other than the Services. For clarity, Platform Operator Services are not Services and are not provided by Custodian. The Platform Operator Services are governed by the Platform Operator Terms (as defined below).
“Representatives” means, collectively, officers, directors, employees, and agents.
“Services” means, collectively, all services provided by Custodian to Client, including Custodial Services, Settlement Services, and any other services agreed by the parties in an addendum or otherwise.

SERVICES.

Authorization. Client authorizes, approves, and directs Custodian to establish and maintain one or more Accounts on its books and records in connection with the receipt, safekeeping, and transfer of Client’s Digital Assets (the “Custodial Services”). Unless this Agreement expressly provides otherwise, Client authorizes Custodian to hold, process, and settle upon Instructions through either or both of the following account structures: (a) one or more segregated on-chain wallets (each a “Custodial Account”); and (b) one or more omnibus off-chain wallets in which Digital Assets of multiple clients are commingled for operational and settlement efficiency (each “Go Account”). Custodial Accounts and Go Accounts are referred to collectively as “Accounts.” Client acknowledges and agrees that Custodian may move, reallocate, or transfer Assets between backing wallets connected to the Go Accounts from time to time as Custodian deems necessary or advisable to provide the Custodial Services, facilitate settlement, manage liquidity or operational risk, or comply with Applicable Law and Custodian’s compliance and risk policies, provided that Custodian’s books and records will reflect Client’s interest in the Assets held for Client. With respect to Assets held in a Go Account, Client’s interest is reflected on Custodian’s books and records and consists of an entitlement to the same type and quantity of Digital Assets credited to Client, not to any specific on-chain units or transaction outputs.

Title to Assets; No Transfer of Ownership. Client retains and will at all times retain all right, title, and interest (including beneficial ownership) in and to the Assets held in any Account for Client’s benefit, regardless of where such Assets are held, recorded, processed, or settled (including in any Account or in transit between Accounts). Except as expressly set forth in this Agreement (including with respect to fees, setoff, and authorized transactions), nothing in this Agreement transfers to Custodian any ownership interest in Client’s Assets. Custodian will not lend, pledge, rehypothecate, or otherwise encumber Client’s Assets except as expressly authorized by Instructions, to recover amounts owed under this Agreement, or as required by Applicable Law.

Custody Transactions. The Custodial Services allow Client to deposit Assets to Client’s Account and to withdraw Assets from Client’s Account to an external location, in each case, pursuant to Instructions (each, a “Custody Transaction”). Custodian reserves the right to refuse to process or to cancel any pending Custody Transaction: (a) as required by Applicable Law; (b) to enforce a transaction limit, threshold, condition or restriction (including any Custody Transaction that has remained in Custodian’s processing for more than ten (10) days awaiting video verification, will be automatically rejected); or (c) if Custodian reasonably believes that the Custody Transaction may violate or facilitate the violation of any Applicable Law. Custodian cannot reverse a Custody Transaction which has been broadcast to a Digital Asset network. To the extent permitted by Applicable Law, Custodian will promptly notify Client of the reasons for any such refusal or cancellation.

Third-Party Payments. The Services are not intended to facilitate third-party payments of any kind. As such, Custodian has no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any goods or services that Client may purchase from a third party (including other users of Services) using Assets in Client’s Account. “Third-Party Payments” means any transfer, payment, or other delivery of Assets from Client’s Account to any Person, in consideration for, or in connection with, the purchase, sale, license, lease, or provision of goods or services between Client and that Person (including payments to merchants, vendors, or service providers). Third-Party Payments exclude (a) transfers between users of the Services (including peer-to-peer transfers), (b) transfers to or from Custodian or its Affiliates for fees, charges, or other amounts owed under this Agreement, (c) transfers to blockchain networks, miners, validators, or similar participants solely to pay network or transaction fees, and (d) transfers required to comply with Applicable Law.

Clearing and Settlement Services. Custodian may offer clearing and settlement services (the “Settlement Services”) that facilitate the settlement of transactions of supported Assets between Client and Client’s trade counterparty that also has an Account with Custodian (“Settlement Partner”) pursuant to the operational terms set forth in Section 2.10.

Taxes. Client is solely responsible for any taxes applicable to any Custody Transactions, and for withholding, collecting, reporting, or remitting the correct amount of taxes to the appropriate tax authorities. The history of Client’s Custody Transactions is available by accessing Client’s Account through the Third Party Platform or by contacting Custodian directly. If Custodian or an Affiliate of Custodian has a legal obligation to pay or collect taxes for which Client is responsible, Client will be invoiced for the relevant amount, including any penalties, fines, or interest thereon, and Client will pay that amount promptly upon the receipt of the applicable invoice(s) unless Client provides Custodian or relevant Affiliate of Custodian with a valid tax exemption certificate authorized by the appropriate taxing authority.

Acknowledgement of Risks.

General Risks; No Investment, Tax, or Legal Advice; No Brokerage. CLIENT ACKNOWLEDGES THAT CUSTODIAN DOES NOT PROVIDE INVESTMENT, TAX, OR LEGAL ADVICE, NOR DOES CUSTODIAN BROKER TRANSACTIONS ON CLIENT’S BEHALF. CLIENT ACKNOWLEDGES THAT CUSTODIAN HAS NOT PROVIDED AND WILL NOT PROVIDE ANY ADVICE, GUIDANCE, OR RECOMMENDATIONS TO CLIENT WITH REGARD TO THE SUITABILITY OR VALUE OF ANY ASSETS, AND THAT CUSTODIAN HAS NO LIABILITY REGARDING ANY SELECTION OF A DIGITAL ASSET OR OTHERWISE THAT IS HELD BY CLIENT THROUGH THE CUSTODIAL SERVICES OR OTHER SERVICES. ALL CUSTODY TRANSACTIONS ARE EXECUTED BASED ON INSTRUCTIONS, AND CLIENT IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER ANY INVESTMENT, INVESTMENT STRATEGY, OR RELATED TRANSACTION INVOLVING CLIENT’S ASSETS IS APPROPRIATE FOR CLIENT BASED ON CLIENT’S INVESTMENT OBJECTIVES, FINANCIAL CIRCUMSTANCES, AND RISK TOLERANCE. CLIENT SHOULD SEEK LEGAL AND PROFESSIONAL TAX ADVICE REGARDING ANY TRANSACTION.
Material Risk in Investing in Digital Assets. CLIENT ACKNOWLEDGES THAT: (i) DIGITAL ASSETS ARE NOT LEGAL TENDER, ARE NOT BACKED BY THE U.S. GOVERNMENT, AND ACCOUNTS AND VALUE BALANCES ARE NOT SUBJECT TO FDIC INSURANCE OR SIPC PROTECTIONS; (ii) LEGISLATIVE AND REGULATORY CHANGES OR ACTIONS AT THE STATE, FEDERAL, OR INTERNATIONAL LEVEL MAY ADVERSELY AFFECT THE USE, TRANSFER, EXCHANGE, AND VALUE OF DIGITAL ASSETS; (iii) TRANSACTIONS INVOLVING DIGITAL ASSETS MAY BE IRREVERSIBLE, AND, ACCORDINGLY, LOSSES DUE TO FRAUDULENT OR ACCIDENTAL TRANSACTIONS MAY NOT BE RECOVERABLE; (iv) SOME DIGITAL ASSETS TRANSACTIONS WILL BE DEEMED TO BE MADE WHEN RECORDED ON A PUBLIC LEDGER, WHICH IS NOT NECESSARILY THE DATE OR TIME THAT CLIENT INITIATES THE TRANSACTION; (v) THE VALUE OF DIGITAL ASSETS MAY BE DERIVED FROM THE CONTINUED WILLINGNESS OF MARKET PARTICIPANTS TO EXCHANGE FIAT CURRENCY FOR DIGITAL ASSETS, WHICH MAY RESULT IN THE POTENTIAL FOR PERMANENT AND TOTAL LOSS OF VALUE OF A PARTICULAR DIGITAL ASSET SHOULD THE MARKET FOR THAT DIGITAL ASSET DISAPPEAR; (vi) THERE IS NO ASSURANCE THAT A PERSON WHO ACCEPTS DIGITAL ASSETS AS PAYMENT TODAY WILL CONTINUE TO DO SO IN THE FUTURE; (vii) THE VOLATILITY AND UNPREDICTABILITY OF THE PRICE OF DIGITAL ASSETS RELATIVE TO FIAT CURRENCY MAY RESULT IN SIGNIFICANT LOSS OVER A SHORT PERIOD OF TIME; (viii) THE NATURE OF DIGITAL ASSETS MAY LEAD TO AN INCREASED RISK OF FRAUD OR CYBER ATTACK; (ix) THE NATURE OF DIGITAL ASSETS MEANS THAT ANY TECHNOLOGICAL DIFFICULTIES EXPERIENCED BY CUSTODIAN MAY PREVENT THE ACCESS OR USE OF A CLIENT’S OR CLIENT’S CUSTOMERS’ DIGITAL ASSETS; AND (x) ANY ACCOUNT MAINTAINED BY CUSTODIAN FOR THE BENEFIT OF CLIENT (E.G., A BOND OR TRUST ACCOUNT) MAY NOT BE SUFFICIENT TO COVER ALL LOSSES INCURRED BY CLIENT OR CLIENT’S CUSTOMERS.
Additional Client Acknowledgment. CLIENT ACKNOWLEDGES THAT USING DIGITAL ASSETS AND ANY RELATED NETWORKS AND PROTOCOLS INVOLVES SERIOUS RISKS. CLIENT AGREES THAT IT HAS READ AND ACCEPTS THE RISKS LISTED IN THIS SECTION 1.7, WHICH IS NON-EXHAUSTIVE AND WHICH MAY NOT CAPTURE ALL RISKS ASSOCIATED WITH CLIENT’S ACTIVITY. IT IS CLIENT’S DUTY TO LEARN ABOUT ALL THE RISKS INVOLVED WITH DIGITAL ASSETS AND ANY RELATED PROTOCOLS AND NETWORKS. CUSTODIAN MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE VALUE OF DIGITAL ASSETS OR THE SECURITY OR PERFORMANCE OF ANY RELATED NETWORK OR PROTOCOL.

OPERATIONAL TERMS

General. The Digital Assets stored for Client are segregated from both (a) the property of Custodian, and (b) the Digital Assets of other customers of Custodian, except for Digital Assets moved to Go Accounts. Fiat Currency stored on Client’s behalf is stored by Custodian in accordance with Section 2.5.

Platform Operator and Third Party Platform

Client may access the Services through a separate platform operated by Platform Operator (“Third Party Platform”). The Third Party Platform is separate and independent from any Services that Custodian or any Affiliates of Custodian provide under this Agreement. Platform Operator is solely responsible for the operation, provision, and maintenance of the Third Party Platform and for providing customer service to any Client accessing the Services through the Third Party Platform.
Platform Operator is an independent third party and is not Custodian’s agent, representative, partner, joint venturer, or fiduciary. Platform Operator has no authority to act for or bind Custodian, or to make or give any representation, warranty, promise, covenant, commitment, or other assurance on Custodian’s behalf. Custodian does not control Platform Operator’s operations and is not responsible for any act or omission of Platform Operator or its personnel, contractors, or service providers. Client acknowledges and agrees that it will not rely on any statement or communication by Platform Operator as being made on behalf of Custodian, and that only Custodian may make representations or commitments regarding the Services under this Agreement.
Client acknowledges and agrees that Client has not relied and will not rely on any statement, representation, warranty, estimate, projection, or other information provided by Platform Operator (or any of its Affiliates or representatives) regarding Custodian or the Services, including supported assets, processing or settlement times, security practices, insurance coverage, or fees. Client agrees that Client will rely solely on the terms of this Agreement and information provided by Custodian (including any Custodian-provided disclosures, policies, and supported asset lists) in deciding whether to access or use the Services.
By accessing the Services through the Third Party Platform, Platform Operator may receive Client’s information, including information related to Client’s Account, Client’s use of the Services, and information provided to Custodian during the onboarding process or information provided to Custodian to satisfy anti-money laundering, know-your-customer, and sanctions screening requirements. Platform Operator may also have access to Client’s Account and may be able to take certain actions with respect to Client’s Account, including but not limited to, issuing instructions on Client’s behalf pursuant to a separate agreement between Client and Platform Operator (the “Platform Operator Terms”). Client acknowledges and agrees to the disclosure of information to Platform Operator and any access that Platform Operator may have to the Client’s Account.
All fees for Services will be paid by Client to, and collected by, the Platform Operator. Platform Operator is solely responsible for any fees that Platform Operator may charge Client (“Platform Fees”). Client acknowledges and agrees that Platform Operator may collect Platform Fees from the Client’s Account and represents it has entered into a separate agreement with Platform Operator expressly authorizing Platform Operator, including Platform Operator’s Affiliates and/or service partners to act as an Authorized Person of Client and act on Client’s behalf, including but not limited to accessing Client’s Account, issuing Instructions, submitting transactions, moving Digital Assets, and completing verification requirements. Additionally, Client hereby designates Platform Operator as an “enterprise owner” on Client’s Account. Notwithstanding the aforementioned, if Client fails to pay any fees for Services, it is hereby expressly acknowledged and agreed that Custodian will have a direct right of recourse to recover any such unpaid fees from Client.
In no event will Custodian, or any Affiliates of Custodian, have any responsibility or liability for any Losses resulting from or arising out of or relating to (i) Client’s or its Authorized Persons’ use of the Third Party Platform, (ii) Platform Fees, (iii) the availability or unavailability of the Third Party Platform, (iv) any services or support provided by Platform Operator other than the Services, (v) the accuracy, completeness, timeliness, performance, functionality, security, integrity, or quality of the Third Party Platform, (vi) Platform Operator’s access and use of the Client’s Account, (vii) any appointment of Platform Operator by Client as agent on behalf of Client or as an Authorized Person with respect to Client’s Account, (viii) any instructions, requests, messages, or other communications transmitted through the Third Party Platform (other than those communications sent by Custodian), (ix) or any information shared with Platform Operator as part of Client’s use of the Services through the Third Party Platform. Any dispute, claim, or controversy arising out of or relating to the Third Party Platform or any Platform Operator Services is solely between Client and Platform Operator.
Client acknowledges that Custodian uses video verification or liveness verification as a standard practice for (i) first time withdrawals of Digital Assets to newly whitelisted addresses from Client’s Account, and (ii) any withdrawals above a certain dollar threshold (collectively “Verification”). Platform Operator and Custodian have agreed to waive Verification for all withdrawals of Digital Assets of amounts less than $5,000 U.S. Dollars (if you, Client, are an individual) or less than $20,000 U.S. Dollars (if you are a representative of a Client, and such Client is an entity), to whitelisted addresses that have not yet received any prior deposits from an Account (the “Verification Waiver”). Client represents that it understands the risk associated with the Verification Waiver, including the risk of unauthorized transactions, fraud, and permanent and irreversible loss of Digital Assets. Client agrees that neither Custodian nor any of its Affiliates will assume any responsibility or liability for any Losses arising from fraud, whether direct or indirect, in connection with any transactions completed without Verification.

Registration; Authorized Persons.

To create an Account and use the Services, Client must provide Custodian with all information requested by Custodian. Client acknowledges that Custodian may, in its sole discretion, deny Client’s application to establish an Account, limit the number of Accounts, or decide to subsequently terminate an Account.
Client hereby authorizes Platform Operator to act as an Authorized Person with respect to Client’s Account, as such term is defined in the Agreement, and Client acknowledges that Custodian will be entitled to rely on any Instructions received from Platform Operator to the same extent as if such Instructions were given directly by Client.
Client will immediately notify the Platform Operator of any additional Authorized Persons. Client will make available all necessary documentation and identification information, as reasonably requested by Custodian to confirm: (i) the identity of each Authorized Person; (ii) that each Authorized Person is eligible to be deemed an “Authorized Person” as defined in this Agreement; and (iii) that the Person requesting the changes in the list of Authorized Persons has valid authority to request changes on behalf of Client.

Instructions.

Custodian acts upon Instructions that are received and verified by Custodian in accordance with its procedures and this Agreement.
Instructions will be required for any action requested of Custodian. Instructions will continue in full force and effect until canceled (if possible) or executed.
Custodian will be entitled to rely upon any Instructions it receives pursuant to this Agreement.
Custodian may assume that any Instructions received hereunder, if applicable, are not in any way inconsistent with the provisions of organizational documents of Client or of any vote, resolution, or proper authorization, and that Client is authorized to take the actions specified in the Instructions.
Client will verify all information submitted in Instructions to Custodian. Custodian will have no duty to inquire into or investigate the validity, accuracy, or content of any Instructions.
If any Instructions are ambiguous, incomplete, or conflicting, Custodian may refuse to execute such Instructions until any ambiguity, incompleteness, or conflict has been resolved. Custodian may refuse to execute Instructions if, in its sole discretion, such Instructions are outside the scope of its duties under this Agreement or are contrary to any Applicable Law.
Client is responsible for any Losses resulting from inaccurate Instructions (e.g., if Client provides the wrong destination address for executing a withdrawal transaction). Custodian does not guarantee the identity of any user, receiver, requestee, or other party to a Custody Transaction. Custodian will have no liability whatsoever for failure to perform pursuant to such Instructions except in the case of Custodian’s gross negligence, fraud, or willful misconduct.

Fiat Currency.

As part of Custodial Services, Client may use Custodian to hold Fiat Currency in an Account for Client’s benefit. Custodian will custody Fiat Currency in one or more of the following accounts, as determined by Custodian: (i) deposit accounts established by Custodian at a Bank; (ii) money market accounts or money market funds established by Custodian at a Bank; or (iii) such other accounts as may be agreed between Client and Custodian in writing from time to time (each, a “Customer Omnibus Account”).
Each Customer Omnibus Account will be titled in the name of Custodian or in the name of Custodian for the benefit of its customers, in either case under the control of Custodian. Each Customer Omnibus Account will be maintained separately and apart from Custodian’s business, operating, and reserve accounts. Each Customer Omnibus Account constitutes a banking relationship between Custodian and the relevant Bank and will not constitute a custodial relationship between Client and Bank.
Custodian may hold all or any portion of Fiat Currency in accounts that may or may not receive interest or other earnings. Client agrees that the amount of any such interest or earnings attributable to such Fiat Currency in Customer Omnibus Accounts will be retained by Custodian as additional consideration for its Services, and nothing in this Agreement entitles Client to any portion of such interest or earnings. In addition, Custodian may receive earnings or compensation for a Customer Omnibus Account in the form of services provided at a reduced rate or similar compensation. Any such compensation will be retained by Custodian; Client is not entitled to any portion of such compensation, and no portion of any such compensation will be paid to or for Client. Client’s rights in the Customer Omnibus Accounts are limited to the specific amount of Fiat Currency Custodian custodies on Client’s behalf, as may be limited under this Agreement and by Applicable Law.
Client agrees and understands that wire deposit settlement times and wire withdrawal transfer times are subject to factors outside of Custodian’s control, including processes and operations related to Client’s account at a depository institution and Custodian’s bank account.

Digital Asset Deposits and Withdrawals.

Prior to initiating a deposit of Digital Assets to Custodian, Client must confirm that the specific Digital Asset is found in the then-current list available at https://www.bitgo.com/resources/coins, as may be amended from time to time in Custodian’s sole discretion (the “Supported Digital Assets List”). By initiating a deposit of Digital Assets to an Account, Client attests that Client has confirmed that the Digital Asset being transferred is listed in the Supported Digital Assets List. Custodian makes no representations or warranties with respect to the availability or accessibility of the Digital Assets.
Client must initiate any withdrawal request through Client’s Account to a Client wallet address. Custodian will process withdrawal requests with or without video verification, such decision to be based on a set of criteria which may be set by Client and may or may not be linked to a dollar value and may or may not be tied to a single transaction or aggregated in a series of transactions during a predetermined amount of time. The time of such a request will be considered the time of transmission of such notice from Client’s Account. Notwithstanding the foregoing, Custodian reserves the right to request video verification for any transaction or series of transactions for any reason in its sole discretion.
As further set forth in Section 3.4, Client must manage and keep secure any and all information or devices associated with deposit and withdrawal procedures, including Client Security Codes. Custodian reserves the right to charge for pass through network fees (e.g., miner fees) to process a Custody Transaction involving Digital Assets on Client’s behalf. Custodian will notify Client of the estimated network fee at or before the time Client authorizes such Custody Transaction.
The Services are provided exclusively for Digital Assets specified in the Supported Digital Assets List, as may be updated by Custodian in its sole discretion from time to time. Custodian will use commercially reasonable efforts to provide Client with thirty (30) days’ prior written notice before ceasing to support a Digital Asset in Client’s Account, unless Custodian is required to cease such support sooner to comply with Applicable Law or in the event such support creates an urgent security or operational risk in Custodian’s reasonable discretion (in which event Custodian will provide as much notice as is reasonably practicable under the circumstances). Under no circumstances should Client attempt to use the Services to deposit or store any Digital Assets that are not listed in the Supported Digital Assets List. Depositing, or attempting to deposit, Digital Assets that are not listed in the Supported Digital Assets List may result in such Digital Asset being irretrievable by Client or Custodian. Custodian assumes no obligation or liability whatsoever regarding any attempt to use the Services for Digital Assets that are not listed in the Supported Digital Assets List.

Digital Asset Access Time. Custodian will make reasonable efforts to process Client-initiated deposits and withdrawals in a timely manner, but makes no representations or warranties regarding the amount of time needed to complete processing of any deposit or withdrawal, including where processing depends on security review or factors outside of Custodian’s control.

Operation of Digital Asset Protocols.

Client acknowledges that only certain blockchains are supported by Custodian. Any attempt by Client to use the Services to transact with unsupported blockchains and protocols may result in loss of Client’s Assets. Custodian will have no responsibility or liability with respect to any such losses, damages, or claims arising from or related to such attempted transactions.
Custodian does not own or control the underlying software protocols that govern the operation of Digital Assets on the Supported Digital Assets List. By using the Custodial Services, Client acknowledges and agrees that (i) Custodian is not responsible for operation of the underlying protocols and that Custodian makes no guarantee of their functionality, security, or availability; and (ii) the underlying protocols are subject to sudden changes in operating rules (a.k.a. “forks”); and (iii) such forks may materially affect the value, function, or even the name of the Digital Assets that Client stores in Client’s Account. In the event of a fork, Client agrees that Custodian may temporarily suspend Custodian operations with respect to the affected Digital Assets (with or without advance notice to Client) and that Custodian may, in its sole discretion, decide whether or not to support (or cease supporting) either branch of the forked protocol entirely. Custodian assumes absolutely no liability whatsoever in respect of an unsupported branch of a forked protocol or its determination whether or not to support a forked protocol.
Client agrees that all “airdrops” (free distributions of certain Digital Assets), forks, derivatives, enhanced protocols, or other protocols that interact with a Digital Asset supported by Custodian (“Advanced Protocols”) will be handled by Custodian pursuant to its fork policy as may be amended from time to time in Custodian’s sole discretion (the “Fork Policy”) (currently available at www.bitgo.com/resources/bitgo-fork-policy). Client acknowledges that Custodian is under no obligation to support any Advanced Protocols or handle such Advanced Protocols in any manner, except as detailed above and in the Fork Policy. Custodian, at its sole discretion, may update the Fork Policy from time to time or the URL at which it is available, and Client agrees that Client is responsible for reviewing any such updates. Custodian will use commercially reasonable efforts to provide Client with prompt written notice of any material changes to the Fork Policy prior to the effective date of such changes. Notwithstanding the foregoing, Custodian will comply with any Applicable Law requiring advance notice of changes within a specified timeframe, and in such cases, notice will be provided in accordance with such requirements. Client will not use its Account to attempt to receive, request, send, store, or engage in any other type of transaction involving an Advanced Protocol. Custodian assumes absolutely no liability whatsoever in respect to Advanced Protocols.

Account Statements.

Custodian will provide Client with an electronic account statement every calendar quarter (or more frequently if required by Applicable Law). Each statement will be provided via the Third Party Platform and notice of its posting will be sent via electronic mail. Notwithstanding the foregoing, if Services are being provided through Platform Operator’s Third Party Platform, then Platform Operator may provide electronic account statements on a calendar quarterly basis on behalf of Custodian. Client hereby represents and warrants it has provided all required consents to Platform Operator to receive electronic statements.
Client will have forty-five (45) days to file any written objections or exceptions with Custodian or Platform Operator, as applicable, after the posting of an Account statement online. If Client does not file any objections or exceptions within the forty-five (45)-day period, this will indicate Client’s approval of the statement and will preclude Client from making future objections or exceptions regarding the information contained in the statement. Such approval by Client will be full acquittal and discharge of Custodian regarding the transactions and information on such statement.
To value Digital Assets held in Client’s Account, Custodian will electronically obtain USD equivalent prices from digital asset market data with amounts rounded up to the seventh decimal place to the right. Custodian does not guarantee the accuracy or timeliness of prices received and the prices are not to be relied upon for any decisions for Client’s Account.

Settlement.

Client acknowledges that the Settlement Service may be accessible via the Third Party Platform. Clients may utilize the Settlement Services by way of settlement of one-sided requests with counterparty affirmation or one-sided requests with instant settlement, and two-sided requests with reconciliation. Client understands that Assets available for use within the Settlement Services may not include all of Client’s Assets held under custody.
The Settlement Services allow Client to submit a request to settle a purchase or sale (or as applicable through the Third Party Platform, a redemption) of Assets with a Settlement Partner. Client authorizes Custodian to accept Client’s cryptographic signature submitted through the Third Party Platform. When a cryptographic signature is received through the Third Party Platform along with the settlement transaction details, Client is authorizing Custodian to act on the Instruction to settle such transaction.

A one-sided request with counterparty affirmation requires Client to submit a request, including its own cryptographic signature on the trade details, via the Third Party Platform. Custodian will notify the Settlement Partner and lock funds of the sending party while waiting for the Settlement Partner to affirm the request. Custodian will settle the trade immediately upon affirmation and the locked funds will be released.
A one-sided request with instant settlement requires one side of the trade to submit a request, including cryptographic signatures of the sending party to the trade via the Third Party Platform. Custodian will settle the trade immediately.
A one-sided request to receive Digital Assets requires one side of the trade to submit a request, including its own cryptographic signature via the Third Party Platform. Custodian will settle the trade immediately upon receipt of the other party’s cryptographic signature.
A one-sided request to send and receive Digital Assets, with counterparty affirmation, requires one side of the trade to submit a request, including its own cryptographic signature via the Third Party Platform. Custodian will notify the Settlement Partner and lock funds of the sending party while waiting for the Settlement Partner to affirm the request. Custodian will settle the trade immediately upon receipt of the other party’s cryptographic signature.
Settlement is complete only when Custodian has accepted the applicable Instructions and applicable cryptographic signatures, completed all compliance, risk, and operational checks, and recorded the corresponding debits and credits in Custodian’s books and records.
Client and Settlement Partner’s Accounts must have sufficient Assets prior to initiating any settlement request. The full amount of Assets required to fulfill a transaction are locked until such Instruction has been completed. All Instructions are binding on Client and Client’s Account. Custodian does not guarantee that any settlement will be completed by any Settlement Partner. Client may not be able to withdraw an Instruction in the form of an offer (or withdraw its Instruction to accept an offer) prior to completion of a settlement and Custodian will not be liable for the completion of any Instruction after a cancellation request has been submitted.
Client will ensure that only an appropriate Authorized Person of its Account has access to the Client Security Codes.
Client is solely responsible for any decision to enter into a settlement by way of the Settlement Services, including the evaluation of any and all risks related to any such transaction and has not relied on any statement or other representation of Custodian. Custodian is a facilitator and not a counterparty to any settlement; and, as a facilitator, Custodian bears no liability with respect to any transaction and does not assume any clearing risk.
Any notifications that Client may receive regarding the Settlement Services are Client’s responsibility to review in a timely manner.

Upon execution of the settlement, the Third Party Platform will provide Client a summary of the terms of the transaction, including the type of Digital Asset purchased or sold; the delivery time; and the purchase or sale price. Settlement of a transaction is completed via the Go Account by way of offsetting ledgered transactions within Custodian’s off-chain settlement system. On-chain synchronization occurs at the time the withdrawal from Client’s Go Account takes place (other than through a subsequent Settlement Services transaction).
Custodian reserves the right to refuse to settle any transaction, or any portion of any transaction, for any reason, at its sole discretion. Custodian bears no responsibility if an Instruction was placed or was active during any time the Settlement Services system is unavailable or encounters an error; or, if any such Instruction triggers certain regulatory controls.
Clearing and settlement transactions are subject to Applicable Law.

Dormant Accounts; Unclaimed Property. If any Account becomes inactive or dormant for the period of time specified under Applicable Law, Client acknowledges and agrees that Custodian may be required to report and remit any remaining Assets in such Account to the appropriate governmental authority in accordance with Applicable Law relating to unclaimed property or escheatment. Custodian will provide Client with any notice required by Applicable Law prior to such remittance. Client understands that Applicable Law may require, or permit, Custodian to convert or liquidate Digital Assets into Fiat Currency and remit the resulting proceeds to the applicable governmental authority. Custodian will determine the timing and manner of any such conversion or liquidation in its sole discretion, consistent with its legal obligations, and may charge any applicable fees, network costs, and other charges to the Account or the liquidation proceeds. To the maximum extent permitted by Applicable Law, Client agrees that Custodian has no responsibility or liability for any Losses, unrealized gains, opportunity costs, taxes, withholdings, fees, or other consequences arising from or related to: (a) the conversion or liquidation of Digital Assets in a dormant Account, (b) the remittance or delivery of Assets or proceeds to a governmental authority, or (c) Custodian’s compliance with any Applicable Law relating to unclaimed property, escheatment, or similar obligations. After remittance, Client’s recourse, if any, is solely against the applicable governmental authority.

Death of Client.

(a) Notice of Death. If Client is a natural person, Client’s executor, administrator, personal representative, or other Person claiming authority over, or an interest in, Client’s Accounts or Assets following Client’s death (each, a “Successor”) should promptly notify Platform Operator or Custodian of Client’s death in writing by email to [email protected]. For purposes of this Section 2.12, Custodian will be deemed to have “actual notice” of Client’s death only after Custodian has received such written notice (or a certified copy of Client’s death certificate) and has had a reasonable opportunity to act on it.

(b) Account Freeze. Upon receiving notice of Client’s death, or information that Custodian reasonably believes indicates that Client has died, Custodian may, without prior notice to any Person and to the extent permitted by Applicable Law, freeze, suspend, or restrict any or all of Client’s Accounts and the Services, including by: (i) declining to accept, act upon, or process any Instructions (including Instructions from any Authorized Person or other Person previously authorized by Client), Custody Transactions, Settlement Services transactions, or ACH transactions (including preauthorized recurring ACH transfers); (ii) canceling any pending Instruction or transaction that has not been broadcast to a Digital Asset network or otherwise completed; and (iii) disabling access to the Accounts through the UI and the APIs. Any such freeze may remain in effect until Custodian has received all documentation required under Section 2.12(c) and has completed such review as Custodian deems necessary to comply with Applicable Law and its policies and procedures.

(c) Required Documentation. Before releasing, transferring, or otherwise acting with respect to any Assets in the Account of a deceased Client, Custodian may require such documentation and information as it deems necessary or advisable in its reasonable discretion. Custodian may rely conclusively on any documentation that it believes in good faith to be genuine, and may act upon the Instructions of any Successor that Custodian believes in good faith to be authorized under such documentation. If Custodian receives conflicting claims to Client’s Accounts or Assets, or is uncertain as to the Person entitled to them, Custodian may continue any freeze until it receives a final, non-appealable court order or a written agreement of all claimants satisfactory to Custodian, or may commence an interpleader or similar proceeding with respect to such Assets.

(d) Disposition of Assets. After receiving the documentation required under Section 2.12(c), Custodian will act upon the Instructions of the authorized Successor with respect to Client’s Assets, subject to this Agreement and Applicable Law, including Custodian’s right to deduct or recover any fees and other amounts owed under this Agreement and any reasonable costs (including reasonable attorneys’ fees) incurred by Custodian in connection with this Section 2.12. Custodian may require that Assets be transferred only to an account or wallet in the name of the Successor or Client’s estate that satisfies Custodian’s onboarding and compliance requirements. Nothing in this Section 2.12 limits Section 2.11, which will apply to any Account that becomes inactive or dormant, including following Client’s death.

(e) No Liability. To the maximum extent permitted by Applicable Law, Custodian will have no liability to Client, Client’s estate, any Successor, or any other Person for: (i) any Instruction executed, transaction processed (including any Custody Transaction, Settlement Services transaction, or ACH transaction), or other action taken or omitted in good faith in accordance with this Agreement before Custodian received actual notice of Client’s death; (ii) any freeze, suspension, restriction, cancellation, or delay under this Section 2.11, including any resulting change in the value of Assets, opportunity cost, or tax consequence; or (iii) any action taken or omitted in good faith in reliance on any documentation, Instruction, or information provided by any Person purporting to be a Successor; except, in each case, to the extent resulting from Custodian’s gross negligence, fraud, or willful misconduct. This Agreement will be binding upon Client’s estate, heirs, Successors, and personal representatives.

USE OF SERVICES.

Company Site and Content. Custodian grants Client a limited, non-exclusive, non-transferable, revocable, royalty-free license, subject to the terms of this Agreement, to access and use the Company Site and related content, materials, and information (collectively, the “Content”) solely for using the Services in accordance with this Agreement. Any other use of the Company Site or Content is expressly prohibited and all other right, title, and interest in the Company Site or Content is exclusively the property of Custodian, its Affiliates and its licensors. Client will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit the Company Site or any of the Content, in whole or in part without Custodian’s or its Affiliates’ prior written consent. “www.bitgo.com,” “BitGo,” “BitGo Custody,” and all logos related to the Services or displayed on the Company Site are either trademarks or registered marks of Custodian, its Affiliates or its licensors. Client may not copy, imitate, or use them without Custodian’s prior written consent in each instance.

Website Accuracy. Although Custodian intends to provide accurate and timely information on the Company Site, the Company Site (including the Content, but excluding any portions thereof that are explicitly described in this Agreement) may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide Client with as complete and accurate information as possible, such information may be changed or updated from time to time without notice, including information regarding Custodian policies, products and services. Accordingly, Client should verify all information before relying on it, and all decisions based on information contained on the Company Site are Client’s sole responsibility and Custodian will have no liability for such decisions. Links to third-party materials (including websites) may be provided as a convenience but are not controlled by Custodian. Custodian is not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible from or linked to the Company Site.

Prohibited Use and Practices. Custodian may monitor use of the Services and the resulting information may be used, reviewed, retained, and disclosed by Custodian in aggregated and non-identifiable forms for its legitimate business purposes or in accordance with Applicable Law. Client will not, directly or indirectly: (a) use the Services to upload, store or transmit any content that is infringing, libelous, unlawful, tortious, violates privacy rights, or that includes any viruses, software routines, or other code designed to permit unauthorized access, disable, erase, or otherwise harm software, hardware, or data; (b) engage in any activity that interferes with, disrupts, damages, or accesses in an unauthorized manner the Services, servers, networks, data, or other properties of Custodian or of its suppliers or licensors; (c) sell, resell, license, sublicense, distribute, rent, or lease any Services, or include any Services in a services bureau or outsourcing offering; (d) circumvent a contractual usage limit; (e) obscure, remove, or destroy any copyright notices, proprietary markings or confidential legends provided with the Services; (f) use the Services to build a competitive product or service; (g) reverse engineer, decrypt, decompile, decode, disassemble, or otherwise attempt to obtain the human readable form of the Services, to the extent such restriction is permitted by Applicable Law; or (h) engage in any of the prohibited practices set forth at https://www.bitgo.com/bitgo-prohibited-uses-and-businesses-terms/, as may be amended by Custodian from time to time in Custodian’s sole discretion (collectively, the “Prohibited Practices”). Custodian will use commercially reasonable efforts to provide Client with prompt written notice of any material changes to the Prohibited Practices prior to the effective date of such changes. Notwithstanding the foregoing, Custodian will comply with any Applicable Law requiring advance notice of changes within a specified timeframe, and in such cases, notice will be provided in accordance with such requirements.

Security; Client Responsibilities.

Client will maintain adequate security and control of all Client Keys and Client Security Codes. Any loss or compromise of the foregoing information or Client’s personal information may result in unauthorized access to Client’s Account by third parties and the loss or theft of Assets. Client will keep Client’s email address and telephone number up to date in Client’s profile to receive notices, alerts, and other communications from Custodian. Custodian assumes no responsibility for any loss that Client may sustain due to compromise of Client Security Codes due to no fault of Custodian or Client’s failure to follow or act on any notices or alerts that Custodian may send to Client.
Client acknowledges that granting permission to a third party or non-permissioned user to take specific actions on Client’s behalf does not relieve Client of any of Client’s responsibilities under this Agreement and may violate the terms of this Agreement. Client is fully responsible for all activities taken on Client’s Account (including acts or omissions of any third party or non-permissioned user with access to Client’s Account). Further, Client acknowledges and agrees that Client will not hold Custodian responsible for, and will indemnify, defend and hold harmless the Custodian Indemnitees (as defined below) from and against any Losses arising out of or related to any act or omission of any party using Client’s Account (including acts or omissions of any third party or non-permissioned user with access to Client’s Account); provided that such Losses did not result from Custodian’s gross negligence, fraud, or willful misconduct.
Custodian will not bear any liability whatsoever for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms, or other malware that may affect Client’s computer or other equipment, or any phishing, spoofing, or other attack, unless such damage or interruption directly resulted from Custodian’s gross negligence, fraud, or willful misconduct. Client should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks, and Client should use care in reviewing messages purporting to originate from Custodian. Client should always log into Client’s Account through the Third Party Platform to review any Custody Transactions or required actions if Client has any uncertainty regarding the authenticity of any communication or notice.
In the event Client believes Client’s Account information has been compromised, Client will immediately notify Custodian by contacting Custodian at [email protected] from the email address associated with Client’s Account. Client will provide Custodian with all relevant information Custodian reasonably requests to assess the security of the Assets, Accounts and wallets.

Service Providers. Client acknowledges and agrees that the Services may be provided from time to time by, through or with the assistance of Affiliates of, or vendors to, Custodian (collectively, “Service Providers”).

Independent Verification. If Client is subject to Rule 206(4)-2 under the Investment Advisers Act of 1940, Custodian will, upon written request, provide Client’s authorized independent public accountant confirmation of, or access to, information in Custodian’s books and records sufficient to confirm Client’s Digital Assets as of the date of an examination conducted pursuant to Rule 206(4)-2(a)(4), subject to the applicable Account structure. Custodian does not provide legal advice regarding Client’s compliance with Rule 206(4)-2 or any successor rule. Client will direct such requests to Platform Operator.

TERM; TERMINATION.

Term and Termination by Client. The term of this Agreement commences when Client acknowledges Client’s acceptance of this Agreement (the “Effective Date”) and will continue in effect until terminated as set forth in this Section 4. Client may terminate this Agreement at any time by ceasing Client’s access to and use of the Services. Upon termination of this Agreement for any reason all licenses and rights granted to Client under this Agreement will also terminate. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination.

Suspension, Termination, or Cancellation by Custodian.

Custodian may suspend or restrict Client’s access to the Custodial Services or deactivate, terminate, or cancel Client’s Account if:

Custodian reasonably suspects Client of using Client’s Account in connection with a Prohibited Practice;
Custodian is so required by Applicable Law, including a facially valid subpoena, court order, or binding order of a government authority;
Custodian reasonably perceives a risk of legal or regulatory non-compliance associated with Client’s Account activity or the provision of the Account to Client by Custodian (including any risk perceived by Custodian in the review of any materials, documents, information, statements, or related materials provided by Client after execution of this Agreement);
a Service Provider is unable to support Client’s use; or
Client takes any action that Custodian deems as circumventing Custodian’s controls, including opening multiple Accounts, abusing promotions which Custodian may offer from time to time, or otherwise misrepresenting any information set forth in Client’s Account;

If Custodian suspends or restricts Client’s access to the Services or deactivates, terminates or cancels Client’s Account for any reason, Custodian will provide Client with notice of Custodian’s actions via email unless prohibited by Applicable Law. Notwithstanding any suspension, restriction, deactivation, termination, or cancellation, Custodian, in its reasonable discretion, may use commercially reasonable efforts to permit Client to withdraw Assets within a reasonable time upon written request, except to the extent Custodian reasonably believes it is prohibited from doing so by Applicable Law or binding order of a government authority. Custodian’s decision to take certain actions, including limiting access to, suspending, or closing Client’s Account, may be based on confidential criteria that are essential to Custodian’s compliance, risk management, or security protocols. Custodian is under no obligation to disclose the details of any of its internal risk management and security procedures to Client.
If Custodian terminates Client’s Account, this Agreement will automatically terminate on the later of (i) the effective date of such termination or (ii) the date on which all of Client’s Assets have been withdrawn.

Effect of Termination. On termination of this Agreement, Client will: (a) withdraw all Assets associated with Client’s Accounts within ninety (90) days, unless such withdrawal is prohibited by Applicable Law (including applicable sanctions programs or a facially valid subpoena, court order, or binding order of a government authority); (b) pay all fees owed or accrued to Custodian through the date of Client’s withdrawal of Assets; and (c) authorize Custodian to cancel or suspend any pending Custody Transactions as of the effective date of termination.

CUSTODIAN OBLIGATIONS.

Insurance. Custodian will obtain or maintain insurance coverage in such types and amounts as are commercially reasonable for the Custodial Services provided hereunder. Client acknowledges that any insurance to protect the Digital Assets will apply to Custodial Services only (where all keys are held by Custodian).

Standard of Care. Subject to the terms of this Agreement, Custodian will exercise a level of skill, care and diligence in the execution of Instructions that a reasonably competent and regulated custodial services provider would exercise under similar circumstances. Notwithstanding the foregoing, Custodian will not be responsible for any loss or damage suffered by Client as a result of Custodian performing its obligations, unless the same results from an act of gross negligence, fraud, or willful misconduct on the part of Custodian. Custodian will not be responsible for the title, validity, or genuineness of any of the Assets (or any evidence of title thereto) received or delivered by it pursuant to this Agreement.

Business Continuity Plan. Custodian has established a business continuity plan that will support its ability to conduct business in the event of a significant business disruption (SBD). This plan is reviewed and updated annually, and may be updated more frequently, if deemed necessary by Custodian in its sole discretion. Should Custodian be impacted by an SBD, Custodian aims to minimize business interruption as quickly and efficiently as possible. To receive more information about Custodian’s business continuity plan, please send a written request to [email protected].

Support and Service Level Agreement. Custodian will use commercially reasonable efforts to: (a) provide reasonable technical support to Client, by email through [email protected] during Custodian’s normal business hours (9:30 AM to 6 PM ET); (b) respond to support requests in a timely manner; (c) resolve such issues by providing updates or workarounds to Client (to the extent reasonably possible and practical), consistent with the severity level of the issues identified in such requests and their impact on Client’s business operations; (d) abide by the terms of the Service Level Agreement made available at https://www.bitgo.com/resources/bitgo-service-level-agreement as may be amended from time to time in Custodian’s sole discretion (“Service Level Agreement”); and (e) make Accounts available via the internet twenty-four (24) hours a day, seven (7) days a week.

CONFIDENTIALITY, PRIVACY, DATA SECURITY.

Confidentiality.

As used in this Agreement, “Confidential Information” means any non-public, confidential or proprietary information of a party or its Affiliates (“Discloser”) including information relating to Discloser’s business operations or business relationships, financial information, pricing information, business plans, customer lists, data, records, reports, trade secrets, software, formulas, inventions, techniques, and strategies. Confidential Information includes all documents and other tangible objects containing or representing Confidential Information and all copies or extracts thereof or notes derived therefrom that are in the possession or control of the party receiving Confidential Information (“Recipient”) and all of the foregoing will be and remain the property of the Discloser.
Recipient will not disclose the Discloser’s Confidential Information to any third party without the prior written consent of the Discloser, except as provided below or to Recipient’s officers, directors, agents, employees, consultants, contractors, auditors and professional advisors who (i) have a need to know the Confidential Information in connection with this Agreement; (ii) have been informed of the confidential nature of the information; and (iii) are bound by obligations of confidentiality no less restrictive than the obligations set forth herein. Recipient will maintain policies and procedures reasonably designed to create appropriate information barriers with respect to Confidential Information shared with such party’s Representatives, Affiliates, consultants, contractors, and professional advisors. Recipient will protect such Confidential Information from unauthorized access, use, and disclosure. Recipient will not use Discloser’s Confidential Information for any purpose other than to perform its obligations or exercise its rights under this Agreement. For the purposes of this Section 6.1, no Affiliate of Custodian will be considered a third party and Custodian may share Client’s Confidential Information with its Affiliates in connection with the Services; provided that Custodian causes each such Affiliate to undertake the obligations in this Section 6.1.
The obligations under Section 6.1(b) will not apply to any (i) information that is or becomes generally publicly available through no fault of Recipient, (ii) information that Recipient obtains from a third party (other than in connection with this Agreement) that, to Recipient’s best knowledge, is not bound by confidentiality obligations prohibiting such disclosure; or (iii) information that is independently developed or acquired by Recipient without the use of or reference to the Discloser’s Confidential Information.
Notwithstanding the foregoing, Recipient may disclose the Confidential Information of Discloser to the extent required under Applicable Law; provided, however, Recipient will first notify Discloser (to the extent legally permissible) and will afford Discloser a reasonable opportunity to seek a protective order or other confidential treatment.
Upon Discloser’s written request, Recipient will return or destroy all Confidential Information; provided, however, Recipient may retain one copy of Confidential Information (i) if required by Applicable Law, or (ii) pursuant to a bona fide and consistently applied document retention policy; provided, further, that in either case, any Confidential Information so retained will remain subject to the confidentiality obligations of this Agreement.

Privacy. Client acknowledges that Client has read the BitGo Global Privacy Notice, available at https://www.bitgo.com/privacy, which identifies how BitGo collects, uses, and discloses, on a limited basis, Client’s information (“Global Privacy Notice”). Custodian will, through the Third Party Platform, provide Client with no less than thirty (30) days’ prior written notice before any material change to the Global Privacy Notice becomes effective as to Client, except where a shorter notice period is required to comply with Applicable Law, a binding order of a governmental authority, or to address an urgent security or operational risk, in which case Custodian will provide as much advance notice as is reasonably practicable under the circumstances. In all cases, Custodian will provide notice of changes to the Global Privacy Notice in accordance with the requirements of all Applicable Law, including any requirements mandating specific notice timeframes, methods of delivery, or consent prior to the implementation of such changes. If Client is a Consumer Client, Client acknowledges that Client has received and read the BitGo U.S. Consumer Financial Privacy Notice, set forth in Exhibit A and available at https://www.bitgo.com/legal/us-consumer-financial-privacy-notice/ (the “U.S. Consumer Privacy Notice”), which explains how Custodian and its Affiliates collect, share, and protect Client’s personal information and how Client may limit certain sharing.

Security. Custodian has implemented and will maintain a reasonable information security program that includes policies and procedures that are reasonably designed to safeguard Custodian’s electronic systems and Client’s Confidential Information from, among other things, unauthorized disclosure, access, or misuse, including, by Custodian and its Affiliates. In the event of a data security incident, Custodian will provide all notices required under Applicable Law.

REPRESENTATIONS, WARRANTIES, AND COVENANTS.

By Institutional Clients. If Client is an Institutional Client, Client represents, warrants, and covenants to Custodian that:

Client fully complies with all Applicable Law in each jurisdiction in which Client operates, including applicable securities and commodities laws and regulations, efforts to fight the funding of terrorism and money laundering, sanctions regimes, licensing requirements, and all related regulations and requirements;
To the extent Client receives Assets from third-parties, the receipt of said Assets is based on lawful activity. Client will have conducted and satisfied all due diligence procedures required by Applicable Law with respect to such third parties prior to placing with Custodian any Assets associated with such third party;
Client will not use any Services for any illegal activity, including illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities, or any prohibited market practices, including any Prohibited Practices;
Client is currently and will remain at all times in good standing with all relevant government agencies, departments, and regulatory or supervisory bodies in all relevant jurisdictions in which Client does business, and Client will immediately notify Custodian if Client ceases to be in good standing with any applicable regulatory authority;
Client will promptly provide such information as Custodian may reasonably request from time to time regarding: (i) Client’s policies, procedures, and activities which relate to the Services in any manner, as determined by Custodian in its sole and absolute discretion; and (ii) any transaction which involves the use of the Services, to the extent reasonably necessary to comply with Applicable Law, or the guidance or direction of, or request from any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement;
Client either owns or possesses lawful authorization to transact with all Assets involved in the Custody Transactions;
There is no claim pending, or to Client’s best knowledge, threatened, and no encumbrance or other lien, in each case, that may adversely affect any delivery of Assets made in accordance with this Agreement;
Client owns the Assets in Client’s Account free and clear of all liens, claims, security interests, and encumbrances and it has all rights, title, and interest in and to the Assets in Client’s Account as necessary for Custodian to perform its obligations under this Agreement;
Client has the full capacity and authority to enter into and be bound by this Agreement, and each individual who accepts, executes, or otherwise agrees to this Agreement on Client’s behalf (including by clicking the “Accept” button or checking the “Accept” box) is an officer, director, manager, general partner, trustee, or other duly authorized representative of Client with actual authority to bind Client to this Agreement, and Client is bound by that acceptance;
All information provided by Client to Custodian in the course of negotiating this Agreement and the onboarding of Client is complete, true, and accurate in all material respects, including with respect to the ownership of Client and Client’s primary address; no material information has been excluded; and no other Person has an ownership interest in Client’s Assets except for those disclosed in connection with such onboarding;
Neither Client nor any Person that owns (in whole or in part) or controls Client, or on whose behalf Client conducts any activities, is (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or any other governmental authority with jurisdiction over Client or its Affiliates; (ii) identified on the Denied Persons, Entity, or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security; or (iii) located, organized, or resident in a country or territory that is, or whose government is, the subject of U.S. economic sanctions, including the Crimean, Donetsk, and Luhansk regions of Ukraine, Cuba, Iran, North Korea, or Syria;
Client will promptly provide Platform Operator or Custodian cooperation and assistance regarding any inquiry or investigation made or conducted by the U.S. Office of the Comptroller of the Currency;
Client will promptly notify Platform Operator or Custodian of any changes in jurisdiction or material ownership of Client;
If Client is an entity, Client is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to enter into and perform its obligations under this Agreement;
Client’s acceptance and performance of this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company, trust, or other organizational action, as applicable, and do not violate Client’s organizational documents, any resolution of its governing body, or any agreement or order binding on Client;
Client is using the Services for business, commercial, or professional purposes and not primarily for personal, family, or household purposes;
Client has provided, and will keep current, complete and accurate information regarding its beneficial owners, control persons, and Authorized Persons, as required by Platform Operator or Custodian or Applicable Law; and
Client has such knowledge and experience in financial and business matters, including with respect to Digital Assets, that it is capable of evaluating the merits and risks of the Services.

By Consumer Clients. If Client is a Consumer Client, Client represents, warrants, and covenants to Custodian that:

Client complies with all Applicable Law in each jurisdiction in which Client resides or uses the Services, including applicable securities, commodities, anti-money laundering, counter-terrorist financing, sanctions, and tax laws;
To the extent Client receives Assets from third parties, the receipt of such Assets is based on lawful activity;
Client will not use any Services for any illegal activity, including illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities, or any prohibited market practices, including any Prohibited Practices;
Client will promptly provide such information as Platform Operator or Custodian may reasonably request from time to time regarding (i) Client’s identity and the source of Client’s Assets, and (ii) any transaction which involves the use of the Services, in each case to the extent reasonably necessary to comply with Applicable Law, or the guidance or direction of, or request from, any regulatory authority or financial institution;
Client either owns or possesses lawful authorization to transact with all Assets involved in the Custody Transactions;
There is no claim pending, or to Client’s best knowledge, threatened, and no encumbrance or other lien, in each case, that may adversely affect any delivery of Assets made in accordance with this Agreement;
Client owns the Assets in Client’s Account free and clear of all liens, claims, security interests, and encumbrances and it has all rights, title, and interest in and to the Assets in Client’s Account as necessary for Custodian to perform its obligations under this Agreement;
Client is at least eighteen (18) years of age (or, if greater, the age of majority in Client’s jurisdiction of residence) and has full legal capacity to enter into and be bound by this Agreement;
Client is opening and will use each Account in Client’s own name and for Client’s own benefit, and not as an agent, nominee, or representative of, or otherwise on behalf of, any other Person;
Client is using the Services primarily for personal, family, or household purposes;
All information provided by Client to Platform Operator or Custodian in connection with the onboarding of Client is complete, true, and accurate in all material respects, including with respect to Client’s identity and primary residential address; no material information has been excluded; and no other Person has an ownership interest in Client’s Assets except for those disclosed in connection with such onboarding;
Client is not, and is not conducting any activities on behalf of, any Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or any other governmental authority with jurisdiction over Client; (ii) identified on the Denied Persons, Entity, or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security; or (iii) located or resident in a country or territory that is, or whose government is, the subject of U.S. economic sanctions, including the Crimean, Donetsk, and Luhansk regions of Ukraine, Cuba, Iran, North Korea, or Syria;
Client will promptly provide Platform Operator or Custodian cooperation and assistance regarding any inquiry or investigation made or conducted by the U.S. Office of the Comptroller of the Currency;
Client will promptly notify Platform Operator or Custodian of any change in Client’s name, residential address, or jurisdiction of residence; and

Client will promptly notify Custodian if Client begins to use the Services primarily for business, commercial, or professional purposes or on behalf of any entity, in which case Section 10.15(a) will apply.

By Custodian. Custodian represents, warrants, and covenants to Client that:

Custodian is a national banking association and trust company duly organized and validly existing under the laws of the United States, and is chartered and supervised by the Office of the Comptroller of the Currency;
Custodian has the full capacity and authority to enter into and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Custodian has full legal capacity and authorization to do so; and
Custodian is not owned or controlled by any Person that is the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or any other governmental authority with jurisdiction over Custodian or its Affiliates. Custodian maintains a sanctions compliance program reasonably designed to support compliance with Applicable Law.

SERVICE DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTODIAN SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CUSTODIAN DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE COMPANY SITE, ANY PART OF THE SERVICES, OR ANY OF THE MATERIALS CONTAINED IN ANY OF THE FOREGOING WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES; OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.

Notification. Without limitation of either party’s rights or remedies, each party will immediately notify the other party if, at any time after the Effective Date, any of the representations, warranties, or covenants made by it under this Agreement fail to be true and correct as if made at and as of such time. Such notice will describe in reasonable detail the representation, warranty, or covenant affected, the circumstances giving rise to such failure and the steps the notifying party has taken or proposes to take to rectify such failure.

INDEMNIFICATION.

Indemnity. Client will defend, indemnify, and hold harmless Custodian, its Affiliates and Service Providers, and each of its or their respective Representatives, (each, a “Custodian Indemnitee”), from and against any Losses, whether arising from any third-party claim, demand, action, or proceeding (a “Claim”) or incurred directly by any Custodian Indemnitee, arising out of or related to Client’s (i) use of Services; (ii) breach of this Agreement; (iii) violation of any Applicable Law in connection with its use of Services; (iv) Instructions; or (v) any act or omission of an Authorized Person, except to the extent such Losses result from Custodian’s gross negligence, fraud, or willful misconduct. Losses include regulatory fines, penalties, assessments, return amounts, chargebacks, reversal amounts, investigation costs, and remediation costs to the maximum extent permitted by Applicable Law.

Indemnification Process.

Custodian will (i) provide Client with prompt notice of any indemnifiable Claim under Section 8.1 (provided that the failure to provide prompt notice will only relieve Client of its obligation to the extent it is materially prejudiced by such failure and can demonstrate such prejudice); (ii) permit Client to assume and control the defense of such action upon Client’s written notice to Custodian of Client’s election to do so, with counsel acceptable to Custodian in its discretion; and (iii) upon Client’s written request, and at no expense to Custodian, provide to Client all available information and assistance reasonably necessary for Client to defend such Claim. Custodian will be permitted to participate in the defense and settlement of any Claim with counsel of Custodian’s choice at Custodian’s expense (unless such retention is necessary because of Client’s failure to assume the defense of such Claim, in which event Client will be responsible for all such fees and costs). Client will not enter into any settlement or compromise of any such Claim, which settlement or compromise would result in any liability to any Custodian Indemnitee or constitute any admission of or stipulation to any guilt, fault, or wrongdoing, without Custodian’s prior written consent.

LIMITATIONS OF LIABILITY.

NO CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO THE EXCEPTIONS PROVIDED IN SECTION 9.3 BELOW, IN NO EVENT WILL CUSTODIAN, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, BE LIABLE FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE COMPANY SITE OR THE SERVICES, OR THIS AGREEMENT, EVEN IF CUSTODIAN HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

LIMITATION ON DIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO THE EXCEPTIONS PROVIDED IN SECTION 9.3 BELOW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF CUSTODIAN, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, EXCEED THE FEES PAID OR PAYABLE TO PLATFORM OPERATOR DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST INCIDENT GIVING RISE TO SUCH LIABILITY.

EXCEPTIONS TO EXCLUSIONS AND LIMITATIONS OF LIABILITY. THE LIMITATIONS OF LIABILITY IN SECTION 9.2 WILL NOT APPLY TO CUSTODIAN’S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE. THE EXCLUSION OF DAMAGES IN SECTION 9.1 WILL NOT APPLY TO CUSTODIAN’S FRAUD OR WILLFUL MISCONDUCT. CUSTODIAN’S AGGREGATE LIABILITY FOR GROSS NEGLIGENCE WILL BE LIMITED TO THE MARKET VALUE OF THE AFFECTED DIGITAL ASSETS OR FIAT CURRENCY AT THE TIME THE CLAIM ARISES, AND IN NO EVENT WILL CUSTODIAN BE LIABLE FOR LOST PROFITS, DIMINUTION IN VALUE UNRELATED TO THE AFFECTED ASSETS, OPPORTUNITY COSTS, TAX CONSEQUENCES, OR OTHER CONSEQUENTIAL DAMAGES.

MISCELLANEOUS.

Notice. All notices provided by Client under this Agreement will be given in writing, in the English language, and will be deemed given when sent by email to [email protected] (or such other email as may be specified by the applicable party following written notice given in accordance with this Section 10.1).

Publicity. Client will not issue any press release or public announcement that references Custodian; use Custodian’s name, logos, trademarks, service marks, or other brand features in any advertising, marketing, investor materials, website, social media, app store listing, pitch deck, case study, testimonial, or other communication; or represent that Custodian endorses Client or Client’s products or services, in each case without Custodian’s prior written approval for that specific use. Client will use any trademark, service mark, trade name, brand name, logo, trade dress, corporate name, domain name, social media handle, slogan, or other source identifier, whether registered or unregistered, and any application, registration, renewal, extension, or common law right relating to any of the foregoing, owned or controlled by Custodian or its Affiliates (“Custodian Marks”) only in strict accordance with Custodian’s then-current brand guidelines and any instructions provided by Custodian, and will not alter, obscure, or combine the Custodian Marks with any other marks. Any goodwill arising from Client’s use of the Custodian Marks will inure solely to Custodian.

Entire Agreement. This Agreement, any exhibits, schedules or attachments to this Agreement, the Global Privacy Notice, and all disclosures, notices, or policies available on the Company Site that are specifically referenced in this Agreement, comprise the entire understanding and agreement between Client and Custodian regarding the Services, and supersede any and all prior discussions, agreements, and understandings of any kind (including any prior versions of this Agreement) and of every nature between and among Client and Custodian with respect to the subject matter hereof.

Interpretation. For purposes of this Agreement, (a) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereto,” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to sections, schedules, and exhibits mean the sections of, and schedules and exhibits attached to, this Agreement; and (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof. This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The schedules and exhibits referred to herein will be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. Whenever the masculine is used in this Agreement, the same will include the feminine and whenever the feminine is used herein, the same will include the masculine, where appropriate. Whenever the singular is used in this Agreement, the same will include the plural, and whenever the plural is used herein, the same will include the singular, where appropriate. Section headings in this Agreement are for convenience only and will not govern the meaning or interpretation of any provision of this Agreement.

No Waiver. No waiver under this Agreement is effective unless it is in writing, identified as a waiver to this Agreement, and signed by an authorized representative of the party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege, or condition arising from this Agreement: (i) any failure or delay in exercising any right, remedy, power, or privilege or in enforcing any condition under this Agreement; or (ii) any act, omission, or course of dealing between the parties.

Amendments. Custodian may amend or modify this Agreement at any time by providing Client with notice of the amended terms through the Third Party Platform or by email to the email address associated with Client’s Account, no less than thirty (30) days prior to the effective date of the amendment, unless a shorter notice period is required to comply with Applicable Law or to address an urgent security or operational risk, in which case Custodian will provide as much advance notice as is reasonably practicable. Client’s continued access to or use of the Services following the effective date of any amendment will constitute Client’s acceptance of the amended Agreement. If Client does not agree to any amendment, Client must cease using the Services prior to the effective date of the amendment and notify Custodian in writing. Notwithstanding the foregoing, material amendments that reduce Client’s rights or materially increase Client’s obligations will require Client’s affirmative acceptance through the Third Party Platform before taking effect with respect to that Client. Client agrees that Custodian will not be liable to Client or any third party for any modification or termination of the Services or suspension or termination of Client’s access to the Services, except to the extent otherwise expressly set forth herein.

Assignment. Client may not assign any rights or licenses granted under this Agreement without the prior written consent of Custodian. Custodian may not assign any of its rights or obligations without the prior written consent of Client, except that Custodian may assign this Agreement without the prior consent of Client to any Affiliate of Custodian or pursuant to a transfer of all or substantially all of Custodian’s business and assets, whether by merger, sale of assets, sale of stock, or otherwise. Any attempted transfer or assignment in violation hereof will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Severability. If any provision of this Agreement is determined to be invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under Applicable Law and the validity or enforceability of any other provision of this Agreement will not be affected.

DISPUTE RESOLUTION. THE PARTIES AGREE THAT ALL CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SERVICES (“DISPUTES”), WHETHER ARISING PRIOR TO, ON, OR SUBSEQUENT TO THE EFFECTIVE DATE, WILL BE ARBITRATED AS FOLLOWS: The parties irrevocably agree to submit all Disputes between them to binding arbitration conducted under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”), or, if Client is a Consumer Client, under the Consumer Arbitration Rules of the AAA. The place and location of the arbitration will be in New York, New York. All arbitration proceedings will be closed to the public and confidential, and all related records will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The arbitration will be conducted before a single arbitrator selected jointly by the parties. The arbitrator will be a retired judge with experience in custodial, digital assets, and trust matters under New York law. If the parties are unable to agree upon an arbitrator, then the AAA will choose the arbitrator. The language to be used in the arbitral proceedings will be English. The arbitrator will be bound to the strict interpretation and observation of the terms of this Agreement and will be specifically empowered to grant injunctions or specific performance and to allocate between the parties the costs of arbitration, as well as reasonable attorneys’ fees and costs, in such equitable manner as the arbitrator may determine. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. To the maximum extent permitted by Applicable Law, any Dispute subject to arbitration under this Agreement must be filed with the AAA within eighteen (18) months after the date the Dispute first arose (the “Arbitration Limitations Period”), or it will be permanently barred. For purposes of this provision, a Dispute “arises” when the act, omission, event, or transaction giving rise to the Dispute occurs, except that (a) for Dispute that by their nature are not reasonably discoverable at that time, the Dispute will be treated as arising when the party asserting the Dispute knew or reasonably should have known of the facts giving rise to the Dispute, and (b) if Applicable Law requires a different accrual rule that cannot be waived, that non-waivable rule will apply. The Arbitration Limitations Period will be tolled during (i) any period in which Applicable Law requires the parties to complete a mandatory pre-filing process, and (ii) the period beginning when a party submits a completed demand for arbitration to the AAA (or other provider) and ending on the earlier of (A) the date the arbitration is accepted/commenced by the provider or (B) the date AAA (or other provider) rejects the filing for administrative reasons, provided that the party diligently corrects any curable deficiencies and promptly resubmits. Notwithstanding the foregoing, either party will have the right, without waiving any right or remedy available to such party under this Agreement or otherwise, to seek and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to protect the rights or property of such party, pending the selection of the arbitrator hereunder or pending the arbitrator’s determination of any dispute, controversy, or claim hereunder. In any dispute arising under this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party. Notwithstanding anything to the contrary in this Section 10.9, if Client is a Consumer Client, (a) the payment and allocation of arbitration fees and costs will be governed by the Consumer Arbitration Rules of the AAA, and (b) Custodian will not seek to recover its attorneys’ fees or costs from Client except to the extent permitted by Applicable Law. ALL DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION, AND EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

Governing Law. The laws of the State of New York, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between Client and Custodian, except to the extent governed by federal law of the United States of America.

Force Majeure. Custodian will not be liable for delays, suspension of operations, whether temporary or permanent, failure in performance, or interruption of service which result directly or indirectly from any cause or condition beyond the reasonable control of Custodian, including any delay or failure due to any act of God, natural disasters, epidemic, pandemic, act of civil or military authorities, act of terrorists, including cyber-related terrorist acts, hacking, government restrictions, exchange or market rulings, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment or software, other catastrophe, or any other occurrence which is beyond the reasonable control of Custodian.

Relationship of the Parties. Nothing in this Agreement will be deemed or is intended to be deemed, nor will it cause, Client and Custodian to be treated as partners, joint venturers, or otherwise as joint associates for profit, or either Client or Custodian to be treated as the agent of the other.

Survival. The definitions set forth in this Agreement and any other provision that, in order to give proper effect to its intent, should survive the termination or expiration of this Agreement, will so survive.

Exhibit; Consumer Disclosure. Exhibit A (U.S. Consumer Financial Privacy Notice), which applies only to Consumer Clients, forms part of this Agreement. Exhibit A is for the sole benefit of Consumer Clients. An Institutional Client may not assert, rely on, or claim any right, remedy, or benefit under Exhibit A, whether directly, by analogy, as evidence of a standard of care, course of dealing, or industry practice, or otherwise, and the delivery of Exhibit A to an Institutional Client, or the availability of Exhibit A through the Third Party Platform, does not extend to that Institutional Client. By accepting this Agreement, Client acknowledges that Client has received Exhibit A. Custodian may update Exhibit A from time to time by providing any notice required by Applicable Law, and no such update will require Client’s acceptance under Section 10.6.

1.1 Client Classification; Order of Precedence.

(a) Classification. Client will accurately identify itself as a Consumer Client or an Institutional Client during onboarding, through the UI or as otherwise requested by Platform Operator or Custodian, and will promptly notify Platform Operator or Custodian of any change in that status. Custodian may rely on that identification and on the information provided by or on behalf of Client, and may classify or reclassify Client on the basis of that information and Custodian’s books and records upon notice to Client. No classification by Custodian will deprive a Client of any right that the Client has as a consumer under Applicable Law and that cannot be waived or varied by agreement.

(b) Order of Precedence. In the event of any conflict or inconsistency: (i) as to a Consumer Client, Applicable Law that cannot be waived or varied by agreement; (ii) subject to clause (i), the body of this Agreement controls over any exhibit.

(c) No Third-Party Beneficiaries. Nothing in this Section 10.15 or in any provision of this Agreement that applies only to Consumer Clients confers any right, remedy, or benefit on any third party.

***

EXHIBIT A

U.S. CONSUMER FINANCIAL PRIVACY NOTICE

(Applies only to Consumer Clients)

Last updated: Nov. 4, 2026

FACTS	WHAT DOES BITGO DO WITH YOUR PERSONAL INFORMATION?
Why?	Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some—but not all—sharing, and it requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What?	The types of personal information we collect and share depend on the product or service you have with us. This information can include: Social Security number and income transaction history and credit history assets and account transactions
How?	All financial companies need to share customers’ personal information to run their everyday business. In the table below we list the reasons financial companies can share personal information, whether BitGo shares, and whether you can limit this sharing.

Reasons we can share your personal information	Does BitGo share?	Can you limit this sharing?
For our everyday business purposes—such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For our marketing purposes—to offer our products and services to you	Yes	Yes
For joint marketing with other financial companies	Yes	Yes
For our affiliates’ everyday business purposes—information about your transactions and experiences	Yes	No
For our affiliates’ everyday business purposes—information about your creditworthiness	No	We don’t share
For non-affiliates to market to you	No	We don’t share

To limit our sharing

Send an email to [email protected] and one of our representatives will update your privacy choice(s).
Log into your account and go to the BitGo Resource Center.

Please note:

If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice.

However, you can contact us at any time to limit our sharing.

Questions?

Email us at [email protected] or go to https://bitgo.my.site.com/ResourceCenter/s/login.

Who we are
Who is providing this notice?	BitGo Holdings, Inc. and its subsidiaries and affiliates, including BitGo Bank & Trust, National Association, BitGo New York Trust Company LLC, BitGo, Inc., BitGo Prime, LLC, BitGo Funding LLC, BitGo Derivatives Trading LLC, BitGo Servicing LLC, BitGo Asset Management LLC, BitGo Technologies LLC, and BitGo Stakeholder Services LLC.

What we do
How does BitGo protect my personal information?	To protect your personal information from unauthorized access and use, we employ security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. Learn more about BitGo’s security practices at https://www.bitgo.com/company/security/
How does BitGo collect my personal information?	We collect your personal information when you: open an account or deposit money provide account information or give us your contact information Make deposits, or withdrawals from your account
Why can’t I limit all sharing?	Federal law lets you limit only: Sharing for affiliates’ everyday business purposes—information about your creditworthiness Affiliates from using your information to market to you Sharing for non-affiliates to market to you State laws and individual company policies may give you additional rights.
What happens when I limit sharing for an account I hold jointly?	BitGo does not offer joint accounts at this time.

Definitions
Affiliates	Companies related by common ownership or control—financial or non-financial. Our affiliates include BitGo Bank & Trust, National Association; BitGo New York Trust Company LLC; BitGo, Inc.; BitGo Prime, LLC; BitGo Technologies LLC; BitGo Funding LLC; BitGo Derivatives Trading LLC; BitGo Servicing LLC; BitGo Asset Management LLC; and BitGo Stakeholder Services LLC.
Non-affiliates	Companies not related by common ownership or control—financial or non-financial. We may share information with non-affiliates such as accountants, auditors, attorneys, IT-service providers, data-storage providers, and identity-verification service providers.
Joint marketing	A formal agreement between non-affiliated financial companies that together market financial products or services to you. Our joint-marketing partners can include exchanges, OTC desks, brokers, custodial services, wallets, and other financial companies.

Other important information

Vermont: If you are a consumer with a Vermont mailing address, we will not disclose information about your creditworthiness to our affiliates and will not disclose your personal information to non-affiliated third parties to market to you, other than as permitted by Vermont law.

California: If you are a consumer with a California mailing address, we will not share information we collect about you with non-affiliated third parties, except as permitted by law. See our Global Privacy Notice for more information.

Nevada: We are providing you this notice pursuant to Nevada law. If you prefer not to receive marketing calls from us, you may be placed on our Internal Do Not Call List by emailing us at [email protected] or by writing to us at 2443 Ash Street, Palo Alto, CA 94306. You may also contact the Bureau of Consumer Protection, Office of the Nevada Attorney General, 555 E. Washington St., Suite 3900, Las Vegas, NV 89101; telephone number: 1-702-486-3132; email [email protected].