-
Notifications
You must be signed in to change notification settings - Fork 0
/
prime_terms_may_2022.html
1819 lines (1819 loc) · 86.7 KB
/
prime_terms_may_2022.html
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
128
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
146
147
148
149
150
151
152
153
154
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
170
171
172
173
174
175
176
177
178
179
180
181
182
183
184
185
186
187
188
189
190
191
192
193
194
195
196
197
198
199
200
201
202
203
204
205
206
207
208
209
210
211
212
213
214
215
216
217
218
219
220
221
222
223
224
225
226
227
228
229
230
231
232
233
234
235
236
237
238
239
240
241
242
243
244
245
246
247
248
249
250
251
252
253
254
255
256
257
258
259
260
261
262
263
264
265
266
267
268
269
270
271
272
273
274
275
276
277
278
279
280
281
282
283
284
285
286
287
288
289
290
291
292
293
294
295
296
297
298
299
300
301
302
303
304
305
306
307
308
309
310
311
312
313
314
315
316
317
318
319
320
321
322
323
324
325
326
327
328
329
330
331
332
333
334
335
336
337
338
339
340
341
342
343
344
345
346
347
348
349
350
351
352
353
354
355
356
357
358
359
360
361
362
363
364
365
366
367
368
369
370
371
372
373
374
375
376
377
378
379
380
381
382
383
384
385
386
387
388
389
390
391
392
393
394
395
396
397
398
399
400
401
402
403
404
405
406
407
408
409
410
411
412
413
414
415
416
417
418
419
420
421
422
423
424
425
426
427
428
429
430
431
432
433
434
435
436
437
438
439
440
441
442
443
444
445
446
447
448
449
450
451
452
453
454
455
456
457
458
459
460
461
462
463
464
465
466
467
468
469
470
471
472
473
474
475
476
477
478
479
480
481
482
483
484
485
486
487
488
489
490
491
492
493
494
495
496
497
498
499
500
501
502
503
504
505
506
507
508
509
510
511
512
513
514
515
516
517
518
519
520
521
522
523
524
525
526
527
528
529
530
531
532
533
534
535
536
537
538
539
540
541
542
543
544
545
546
547
548
549
550
551
552
553
554
555
556
557
558
559
560
561
562
563
564
565
566
567
568
569
570
571
572
573
574
575
576
577
578
579
580
581
582
583
584
585
586
587
588
589
590
591
592
593
594
595
596
597
598
599
600
601
602
603
604
605
606
607
608
609
610
611
612
613
614
615
616
617
618
619
620
621
622
623
624
625
626
627
628
629
630
631
632
633
634
635
636
637
638
639
640
641
642
643
644
645
646
647
648
649
650
651
652
653
654
655
656
657
658
659
660
661
662
663
664
665
666
667
668
669
670
671
672
673
674
675
676
677
678
679
680
681
682
683
684
685
686
687
688
689
690
691
692
693
694
695
696
697
698
699
700
701
702
703
704
705
706
707
708
709
710
711
712
713
714
715
716
717
718
719
720
721
722
723
724
725
726
727
728
729
730
731
732
733
734
735
736
737
738
739
740
741
742
743
744
745
746
747
748
749
750
751
752
753
754
755
756
757
758
759
760
761
762
763
764
765
766
767
768
769
770
771
772
773
774
775
776
777
778
779
780
781
782
783
784
785
786
787
788
789
790
791
792
793
794
795
796
797
798
799
800
801
802
803
804
805
806
807
808
809
810
811
812
813
814
815
816
817
818
819
820
821
822
823
824
825
826
827
828
829
830
831
832
833
834
835
836
837
838
839
840
841
842
843
844
845
846
847
848
849
850
851
852
853
854
855
856
857
858
859
860
861
862
863
864
865
866
867
868
869
870
871
872
873
874
875
876
877
878
879
880
881
882
883
884
885
886
887
888
889
890
891
892
893
894
895
896
897
898
899
900
901
902
903
904
905
906
907
908
909
910
911
912
913
914
915
916
917
918
919
920
921
922
923
924
925
926
927
928
929
930
931
932
933
934
935
936
937
938
939
940
941
942
943
944
945
946
947
948
949
950
951
952
953
954
955
956
957
958
959
960
961
962
963
964
965
966
967
968
969
970
971
972
973
974
975
976
977
978
979
980
981
982
983
984
985
986
987
988
989
990
991
992
993
994
995
996
997
998
999
1000
<html>
<head>
<meta content="text/html; charset=UTF-8" http-equiv="content-type" />
<style type="text/css">
ol {
margin: 0;
padding: 0;
}
table td,
table th {
padding: 0;
}
.c6 {
margin-left: 36pt;
padding-top: 9pt;
padding-bottom: 0pt;
line-height: 1.15;
orphans: 2;
widows: 2;
text-align: left;
}
.c8 {
margin-left: 36pt;
padding-top: 0pt;
padding-bottom: 0pt;
line-height: 1.15;
orphans: 2;
widows: 2;
text-align: left;
}
.c7 {
padding-top: 0pt;
padding-bottom: 0pt;
line-height: 1.15;
orphans: 2;
widows: 2;
text-align: left;
height: 11pt;
}
.c1 {
color: #000000;
font-weight: 400;
text-decoration: none;
vertical-align: baseline;
font-size: 8pt;
font-family: 'Times New Roman';
font-style: normal;
}
.c9 {
margin-left: 36pt;
padding-top: 9pt;
padding-bottom: 0pt;
line-height: 1.15;
orphans: 2;
widows: 2;
text-align: justify;
}
.c12 {
margin-left: 35pt;
padding-top: 0pt;
padding-bottom: 0pt;
line-height: 1.15;
orphans: 2;
widows: 2;
text-align: left;
}
.c14 {
margin-left: 35pt;
padding-top: 9pt;
padding-bottom: 0pt;
line-height: 1.15;
orphans: 2;
widows: 2;
text-align: justify;
}
.c0 {
margin-left: 35pt;
padding-top: 9pt;
padding-bottom: 0pt;
line-height: 1.15;
orphans: 2;
widows: 2;
text-align: left;
}
.c13 {
padding-top: 48pt;
padding-bottom: 0pt;
line-height: 1.15;
orphans: 2;
widows: 2;
text-align: right;
}
.c11 {
padding-top: 9pt;
padding-bottom: 0pt;
line-height: 1.15;
orphans: 2;
widows: 2;
text-align: right;
}
.c5 {
color: #000000;
text-decoration: none;
vertical-align: baseline;
font-style: normal;
}
.c16 {
font-size: 6pt;
font-family: 'Times New Roman';
font-weight: 400;
}
.c10 {
font-weight: 400;
font-size: 11pt;
font-family: 'Arial';
}
.c4 {
-webkit-text-decoration-skip: none;
text-decoration: underline;
text-decoration-skip-ink: none;
}
.c2 {
font-size: 8pt;
font-family: 'Times New Roman';
font-weight: 700;
}
.c15 {
background-color: #ffffff;
max-width: 468pt;
padding: 72pt 72pt 72pt 72pt;
}
.c3 {
font-size: 8pt;
font-family: 'Times New Roman';
font-weight: 400;
}
.title {
padding-top: 0pt;
color: #000000;
font-size: 26pt;
padding-bottom: 3pt;
font-family: 'Arial';
line-height: 1.15;
page-break-after: avoid;
orphans: 2;
widows: 2;
text-align: left;
}
.subtitle {
padding-top: 0pt;
color: #666666;
font-size: 15pt;
padding-bottom: 16pt;
font-family: 'Arial';
line-height: 1.15;
page-break-after: avoid;
orphans: 2;
widows: 2;
text-align: left;
}
li {
color: #000000;
font-size: 11pt;
font-family: 'Arial';
}
p {
margin: 0;
color: #000000;
font-size: 11pt;
font-family: 'Arial';
}
h1 {
padding-top: 20pt;
color: #000000;
font-size: 20pt;
padding-bottom: 6pt;
font-family: 'Arial';
line-height: 1.15;
page-break-after: avoid;
orphans: 2;
widows: 2;
text-align: left;
}
h2 {
padding-top: 18pt;
color: #000000;
font-size: 16pt;
padding-bottom: 6pt;
font-family: 'Arial';
line-height: 1.15;
page-break-after: avoid;
orphans: 2;
widows: 2;
text-align: left;
}
h3 {
padding-top: 16pt;
color: #434343;
font-size: 14pt;
padding-bottom: 4pt;
font-family: 'Arial';
line-height: 1.15;
page-break-after: avoid;
orphans: 2;
widows: 2;
text-align: left;
}
h4 {
padding-top: 14pt;
color: #666666;
font-size: 12pt;
padding-bottom: 4pt;
font-family: 'Arial';
line-height: 1.15;
page-break-after: avoid;
orphans: 2;
widows: 2;
text-align: left;
}
h5 {
padding-top: 12pt;
color: #666666;
font-size: 11pt;
padding-bottom: 4pt;
font-family: 'Arial';
line-height: 1.15;
page-break-after: avoid;
orphans: 2;
widows: 2;
text-align: left;
}
h6 {
padding-top: 12pt;
color: #666666;
font-size: 11pt;
padding-bottom: 4pt;
font-family: 'Arial';
line-height: 1.15;
page-break-after: avoid;
font-style: italic;
orphans: 2;
widows: 2;
text-align: left;
}
</style>
</head>
<body class="c15">
<p class="c13"><span class="c5 c2">PRIME TRUST USER AGREEMENT </span></p>
<p class="c0">
<span class="c1">Agreement revision date: January 21, 2022 </span>
</p>
<p class="c0">
<span class="c3"> (“</span
><span class="c2">Account Holder</span
><span class="c3">”, “</span><span class="c2">you</span
><span class="c3">”, “</span><span class="c2">your</span
><span class="c3"
>”) hereby requests and directs that Prime Trust, LLC, a Nevada
chartered trust company (“</span
><span class="c2">Prime Trust</span
><span class="c3">”, “</span><span class="c2">our</span
><span class="c3">”) (each, a “</span
><span class="c2">Party,</span
><span class="c3">” and together, “</span
><span class="c2">Parties</span
><span class="c3"
>”), establish and maintain an account for and in the name of
Account Holder in connection with the Services (the “</span
><span class="c2">Account</span
><span class="c3"
>”), and hold as custodian all property deposited to, or collected
with respect to, the Account, upon the terms and conditions of this
Prime Trust User Agreement (as amended or otherwise modified from time
to time, and together with any schedules, annexes, exhibits hereto, this
“</span
><span class="c2">Agreement</span><span class="c1">”). </span>
</p>
<p class="c0">
<span class="c1"
>If Account Holder has entered into a Prime Trust New Account Agreement
or terms and conditions governing its custodial account with Prime
Trust, then the Parties agree that this Agreement supersedes and
replaces all such prior agreements.
</span>
</p>
<p class="c6">
<span class="c5 c2">1. ACCOUNT ACCEPTANCE AND AUTHORIZED SERVICES </span>
</p>
<p class="c6">
<span class="c2">1.1 Appointment</span
><span class="c3"
>. Account Holder hereby appoints and authorizes Prime Trust to provide
the Services in accordance with this Agreement, and Prime Trust hereby
accepts such appointment subject to the Account acceptance process in
accordance with </span
><span class="c4 c3">Section 2.1</span
><span class="c1"> below. </span>
</p>
<p class="c0">
<span class="c3"
>(a) The services that Prime Trust will provide include the Fiat
Services, On-Chain Services, and any other services, including the
holding, processing, and acting as custodian of all Custodial Property,
provided from time to time by Prime Trust to Account Holder in
accordance with this Agreement (the “</span
><span class="c2">Services</span
><span class="c1"
>”). Without limiting the generality of the foregoing, Prime Trust
is authorized to collect into custody all Custodial Property while this
Agreement is in effect (capitalized terms used in this sub-section are
defined below).
</span>
</p>
<p class="c0">
<span class="c3"
>(b) In its sole discretion, Prime Trust may custody, on Account
Holder’s behalf, any property delivered by Account Holder into the
possession or control of Prime Trust (“</span
><span class="c2">Custodial Property</span
><span class="c3"
>”). For the avoidance of doubt, Custodial Property that Prime
Trust may agree to accept and hold on Account Holder’s behalf in
accordance with this Agreement is limited to the following: (i) Digital
Assets (defined below); (ii) Australian Dollars, Canadian Dollars,
Euros, British Pounds, and Japanese Yen, and U.S. Dollars (“</span
><span class="c2">USD</span
><span class="c3"
>”), together with any other currencies made eligible for Fiat
Services, as determined by Prime Trust from time to time, (collectively,
“</span
><span class="c2">Fiat Currencies</span
><span class="c1"
>”); (iii) title to real estate; (iv) private securities and
public securities listed on any U.S. securities exchange or alternative
trading system; and (v) traditional and Roth individual retirement
accounts (subject to applicable documentation in Prime Trust’s
sole discretion). Securities that have been issued in accordance with
the regulations of countries other than the U.S. or which are listed on
non-U.S. trading systems may be accepted for custody on a case-by-case
basis upon approval by Prime Trust in its sole discretion.
</span>
</p>
<p class="c6">
<span class="c3">(c) For the purposes of this Agreement, “</span
><span class="c2">Digital Assets</span
><span class="c1"
>” means Bitcoin and Ethereum, together with any other digital
representation of value that may function as a medium of exchange or
medium for investment, and which is evidenced on and can be
electronically received and stored using distributed ledger technology,
as determined by Prime Trust from time to time.
</span>
</p>
<p class="c6"><span class="c5 c2">1.2 Provision of the Services. </span></p>
<p class="c6">
<span class="c3"
>(a) Subject to Account Holder’s completion of the Account
acceptance process in accordance with </span
><span class="c4 c3">Section</span><span class="c3"> </span
><span class="c4 c3">2.1 </span
><span class="c1"
>and so long as Account Holder is in compliance with this Agreement,
Prime Trust will provide the Services.
</span>
</p>
<p class="c0">
<span class="c3"
>(b) In providing the Services, Prime Trust will act only upon receipt
of any direction, instruction, or request submitted by an Authorized
Person (defined below) or through the Authorized Integrator’s
platform (an “</span
><span class="c2">Authorized Instruction</span
><span class="c3">”). “</span
><span class="c2">Authorized Integrator</span
><span class="c3"
>” means a third party that has: (i) entered into an agreement
with the Account Holder to provide certain services (“</span
><span class="c2">Account Holder Service Provider Agreement</span
><span class="c1"
>”); and (ii) entered into an agreement with Prime Trust to allow
its customers to access the Services.
</span>
</p>
<p class="c0">
<span class="c3"
>(c) Prime Trust, in its sole discretion, will determine whether the
provision of the Services or an Authorized Instruction complies with all
applicable U.S. federal, state, local, and foreign laws, statutes,
ordinances, regulations, rules, executive orders, circulars, opinions,
agency guidance, interpretive letters, and other official releases or
requests of or by any government, or any authority, department or agency
thereof (“</span
><span class="c2">Applicable Law</span
><span class="c1"
>”) and may decline any Authorized Instruction, including if: (i)
Account Holder is not in compliance with this Agreement; (ii) such
Authorized Instruction may violate Applicable Law; or (iii) Account
Holder has insufficient unencumbered, cleared Custodial Property in the
Account available for executing such Authorized Instruction.
</span>
</p>
<p class="c0">
<span class="c1"
>(d) Prime Trust is entitled to rely upon any information, data, and
documents provided in connection with the Services. Account Holder
acknowledges that Prime Trust has no duty to detect errors, or inquire
into or investigate the legality, validity, completeness, or accuracy of
any information, data, or documents provided to Prime Trust in
connection with the Services.
</span>
</p>
<p class="c0">
<span class="c1"
>(e) Prime Trust is entitled to rely upon any Authorized Instruction
provided in connection with the Services and Account Holder acknowledges
that Prime Trust has no duty to detect errors, or inquire into or
investigate the legality, validity, completeness, or accuracy of any
Authorized Instruction. Prime Trust will only act upon an Authorized
Instruction and is released and held harmless by Account Holder for
acting upon the Authorized Instruction, including acting upon
conflicting, superseded, or otherwise varying Authorized Instructions
from multiple Authorized Persons.
</span>
</p>
<p class="c0">
<span class="c1"
>(f) Account Holder acknowledges that Prime Trust will not monitor
Digital Assets for actions taken by the issuer of such Digital Asset, if
any. Such actions may include an issuer instruction requiring the holder
of a Digital Asset to transfer it to a certain location. For the
avoidance of doubt, Account Holder is solely responsible for satisfying
or responding to any such actions of an issuer.
</span>
</p>
<p class="c6">
<span class="c1"
>(g) Prime Trust will collect and hold all funds when Custodial Property
may mature, be redeemed, or sold. Prime Trust will hold the proceeds of
such transaction(s) until receipt of an Authorized Instruction.
</span>
</p>
<p class="c6">
<span class="c1"
>(h) Funds received in any currency other than USD may, pursuant to an
Authorized Instruction or as needed for Prime Trust to carry out an
Authorized Instruction or pay Fees (defined below), be converted to USD
at exchange rates set in Prime Trust’s sole discretion.
</span>
</p>
<p class="c0">
<span class="c1"
>(i) Prime Trust shall process the investment and reinvestment of
Custodial Property in accordance with Authorized Instructions only so
long as, in the sole discretion of Prime Trust, such requested
investments will not impose an unreasonable administrative burden on
Prime Trust (which such determination by Prime Trust shall not to be
construed in any respect as a judgment concerning the prudence or
advisability of such investment).
</span>
</p>
<p class="c0">
<span class="c2">1.3 Storage of Digital Assets. </span
><span class="c3"
>Prime Trust will receive Digital Assets for storage by generating
Private Keys and their Public Key pairs, with Prime Trust retaining
custody of such Private Keys. “</span
><span class="c2">Private Key</span
><span class="c3"
>” means an alphanumeric string known only to the holder of a
Digital Asset, which must be used to transact the Digital Asset
represented by the corresponding Public Key. “</span
><span class="c2">Public Key</span
><span class="c3"
>” means an alphanumeric string on a Blockchain that indicates
ownership/possession of a specific amount of a Digital Asset by a
specific network participant and is visible to all participants in a
Blockchain’s network. Upon receipt, Prime Trust will custody the
Digital Assets in Account Holder’s name or Accounts established
for the benefit of Account Holder, unless otherwise specified in an
Authorized Instruction. Prime Trust will be deemed to have received a
Digital Asset after the Digital Asset’s receipt has been confirmed
on the relevant Blockchain or otherwise ledgered to Prime Trust’s
satisfaction. “</span
><span class="c2">Blockchain</span
><span class="c1"
>” means a software operating a distributed ledger which is
maintained by a network of computers, and that records all transactions
in a Digital Asset in theoretically unchangeable data packages known as
blocks, each of which are timestamped to reference the previous block so
that the blocks are linked in a chain that evidences the entire history
of transactions in the Digital Asset.
</span>
</p>
<p class="c6"><span class="c5 c2">1.4 Forks, Airdrops. </span></p>
<p class="c0">
<span class="c3">(a) For the purposes of this Agreement, “</span
><span class="c2">Fork</span
><span class="c3"
>” means: (i) that a Digital Asset network has been changed in a
way that makes it incompatible with the unchanged version of the Digital
Asset network; (ii) the changes have been widely accepted by users of
the Digital Asset network; and (iii) that the two resulting Digital
Asset networks have not been merged together at the time of any action
to be taken by Prime Trust. A Fork may create two separate Digital Asset
networks (each, a “</span
><span class="c2">Forked Network</span
><span class="c1"
>”), and may result in Prime Trust holding an identical amount of
Digital Assets associated with each Forked Network.
</span>
</p>
<p class="c0">
<span class="c1"
>(b) Should a Fork occur: (i) Prime Trust retains the right, in its sole
discretion, to determine whether or not to support either Forked
Network; (ii) in connection with determining to support or not to
support a Forked Network, Prime Trust may suspend certain operations, in
whole or in part (with or without advance notice), for however long
Prime Trust deems reasonably necessary, in order to take the necessary
steps, as determined in its sole discretion, to perform obligations
hereunder with respect to supporting or not supporting a Forked Network;
(iii) Account Holder hereby agrees that Prime Trust will determine, in
its sole discretion, whether or not to support such Forked Network and
that Account Holder will have no right or claim against Prime Trust
related to value represented by any change in the value of any Digital
Asset (whether on a Forked Network or otherwise), including with respect
to any period of time during which Prime Trust exercises its rights
described herein with respect to Forks and Forked Networks; (iv) Prime
Trust will select, in its sole discretion, at least one of the Forked
Networks to support and will identify such selection in a notice; (v)
with respect to a Forked Network that Prime Trust chooses not to
support, it may, in its sole discretion, elect to (A) abandon or
otherwise not pursue obtaining the Digital Assets from that Forked
Network, or (B) deliver the Digital Assets from that Forked Network to
Account Holder within a time period as determined by Prime Trust in its
sole discretion, together with any credentials, keys, or other
information sufficient to gain control over such Digital Assets (subject
to the withholding and retention by Prime Trust of any amount reasonably
necessary, as determined in Prime Trust’s sole discretion, to
fairly compensate Prime Trust for the efforts expended to obtain and
deliver such Digital Assets to Account Holder); (vi) with respect to
Forked Networks that Prime Trust chooses to support, Account Holder may
be responsible for Fees to be negotiated; and (vii) Account Holder
acknowledges and agrees that Prime Trust assumes no responsibility or
obligations with respect to any Forked Network and related Digital
Assets that it chooses not to support.
</span>
</p>
<p class="c0">
<span class="c3"
>(c) In the event that a Digital Asset network attempts to or does
contribute (sometimes called “airdropping” or
“bootstrapping”) its Digital Assets (collectively,
“</span
><span class="c2">Airdropped Digital Assets</span
><span class="c3"
>”) to holders of Digital Assets on an existing Digital Asset
network and Account Holder notifies Prime Trust in writing of such
event, Prime Trust may, in its sole discretion, elect to: (i) subject to
an airdrop fee to be determined, support the Airdropped Digital Asset
for Custody and, if appropriate, reconcile Account; (ii) abandon or
otherwise not pursue obtaining the Airdropped Digital Asset; or (iii)
deliver the Airdropped Digital Assets from that</span
><span class="c16"> </span
><span class="c1"
>Digital Asset network to Account Holder within a time period as
determined by Prime Trust in its sole discretion, together with any
credentials, keys, or other information sufficient to gain control over
such Airdropped Digital Assets (subject to the withholding and retention
by Prime Trust of any amount reasonably necessary, as determined in
Prime Trust’s sole discretion, to fairly compensate Prime Trust
for the efforts expended to obtain and deliver such Airdropped Digital
Assets to Account Holder). Airdropped Digital Assets do not create any
relationship between the sender and/or Digital Asset network and Prime
Trust and do not subject Prime Trust to any responsibilities or
obligations as it relates to the sender and/or Digital Asset network.
</span>
</p>
<p class="c0">
<span class="c2">1.5 On-Chain Services. </span
><span class="c3"
>Subject to any documentation requested by Prime Trust in its sole
discretion, from time to time, Prime Trust may offer Account Holder
additional Services involving on-chain transactions (other than deposits
and withdrawals included in Prime Trust’s basic custody Service),
which may include staking, voting, inflation, signaling, and other
activities requiring interaction with the applicable Blockchain
(“</span
><span class="c2">On-Chain Services</span
><span class="c1"
>”). Account Holder may be required to accept additional terms as
a condition to receiving any On-Chain Services. Prime Trust may
discontinue an On-Chain Service at any time without notice for any
reason. If Prime Trust decides to discontinue an On-Chain Service, Prime
Trust will endeavor to provide as much notice to Account Holder as
reasonably possible.
</span>
</p>
<p class="c6">
<span class="c2"
>1.6 Fiat Currency Instructions and Acknowledgements; Disclosures. </span
><span class="c3"
>Prime Trust may, in its sole discretion, offer the custody of Fiat
Currencies and foreign exchange transactions in Fiat Currencies
(“</span
><span class="c2">Fiat Services</span
><span class="c1"
>”) to Account Holder. If Prime Trust offers Fiat Services, and
Account Holder accepts Fiat Services, Prime Trust may:
</span>
</p>
<p class="c0">
<span class="c3"
>(a) deposit any cash or Fiat Currency funds deposited by Account Holder
with Prime Trust, for which Account Holder has not already provided
transfer instructions, into deposit accounts at Federal Deposit
Insurance Corporation (“</span
><span class="c2">FDIC</span
><span class="c3"
>”)-insured, regulated depository institutions selected by Prime
Trust, which accounts will be held for the benefit of Prime Trust
Account Holders (“</span
><span class="c2">Deposit Accounts</span
><span class="c1"
>”) and maintain the Deposit Accounts as omnibus accounts, which
will not be segregated by Account Holder; enter into such sub-accounting
agreements as may be required by the depository institution; and
initiate wire or other transfer requests from time to time for the
withdrawal of Account Holder funds from the Deposit Accounts, which
requests are to be honored by the depository institution for withdrawal
of Account Holder’s funds from such Deposit Accounts for
distributions, investments, Fees, and other disbursements pursuant to an
Authorized Instruction. All applicable wire or other transfer Fees will
be paid by Account Holder.
</span>
</p>
<p class="c0">
<span class="c1"
>(b) otherwise use or invest such cash or Fiat Currency at Prime
Trust’s own risk. Without limiting the foregoing, Prime Trust may
use such Fiat Currency to purchase securities or other assets that it
may hold and register in its own name or in the name of its nominee and
pledge, repledge, hypothecate, rehypothecate, sell, or otherwise
transfer or use any amount of such securities or other assets with all
attendant rights of ownership and without any obligation to maintain in
its possession or control a like amount of cash or Fiat Currency,
subject to Prime Trust’s obligation to return Fiat Currency to
Account Holder in accordance with this Agreement. Prime Trust may
receive earnings or compensation for an omnibus account either in the
form of services provided at a reduced rate, the payment of any
shareholder service fees, or similar compensation, and Prime Trust may
receive earnings or income from using or investing cash or Fiat Currency
as described herein. Account Holder agrees that any such earnings,
income or compensation shall be retained by Prime Trust and no portion
of any such earning, income or compensation shall be paid to or for
Account Holder.
</span>
</p>
<p class="c0">
<span class="c1"
>(c) Account Holder acknowledges and accepts that it is not entitled to
the benefit of FDIC insurance with respect to any Fiat Currency that is
part of the Custodial Property held in Deposit Accounts held by Prime
Trust.
</span>
</p>
<p class="c0">
<span class="c1"
>(d) If Account Holder elects to provide a card payment method to
transfer funds into the Account, Account Holder hereby authorizes Prime
Trust to debit the card payment method for the purpose of transferring
the funds. Further, Account Holder hereby authorizes Prime Trust to
store and file the card payment method and charge the card payment
method on file in connection with any future transfers of funds by the
Account Holder.
</span>
</p>
<p class="c0">
<span class="c2">1.7 Limitations on Services. </span
><span class="c1"
>Account Holder agrees that Prime Trust will only perform the Services,
and no additional duties or obligations will be implied. In particular,
Prime Trust will not exercise any legal, investment, tax, or accounting
planning, advice, discretion, or recommendation whatsoever regarding
your Account. In providing the Services, Prime Trust has no duty to
inquire as to the provisions of or application of any agreement or
document other than this Agreement, notwithstanding Prime Trust’s
receipt of such agreement or document.
</span>
</p>
<p class="c14">
<span class="c2">1.8 Ownership of Custodial Property. </span
><span class="c1"
>Account Holder owns all Custodial Property held by Prime Trust on
behalf of Account Holder in accordance with this Agreement. Account
Holder’s Custodial Property will not be reflected on Prime
Trust’s balance sheet as assets of Prime Trust. Prime Trust may,
for convenience,
</span>
</p>
<p class="c8">
<span class="c1"
>take and hold title to Custodial Property or any part thereof in its
own name with Account Holder’s ownership of Custodial Property
segregated on Prime Trust’s books and records.
</span>
</p>
<p class="c6">
<span class="c5 c2">2. ACCOUNT ACCEPTANCE; AUTHORIZED PERSONS </span>
</p>
<p class="c0">
<span class="c2">2.1 Account Acceptance. </span
><span class="c3"
>Services will be provided only upon the date of Account Holder’s
successful completion of the Account acceptance process (the
“</span
><span class="c2">Effective Date</span
><span class="c3"
>”), as determined in Prime Trust’s sole discretion and in
accordance with this </span
><span class="c4 c3">Section 2.1</span
><span class="c3"
>. To complete the acceptance process, Account Holder will provide Prime
Trust with information and documents, which includes information
necessary for Prime Trust’s compliance with the Bank Secrecy Act
(“</span
><span class="c2">BSA</span
><span class="c3"
>”), and other Applicable Law relating to anti-money laundering
(“</span
><span class="c2">AML</span
><span class="c3">”), Know-Your-Customer (“</span
><span class="c2">KYC</span
><span class="c1"
>”), counter-terrorist financing, sanctions screening
requirements, or any other similar legal obligations, in each case, as
determined by Prime Trust in its sole discretion.
</span>
</p>
<p class="c6"><span class="c5 c2">2.2 Authorized Persons. </span></p>
<p class="c0">
<span class="c3"
>(a) Upon acceptance of Account Holder as determined by Prime Trust,
Account Holder will designate to Prime Trust one or more persons
authorized to provide instructions with respect to the Account (each, an
“</span
><span class="c2">Authorized Person</span
><span class="c1"
>”). Account Holder is solely responsible for designating to Prime
Trust all Authorized Persons, for advising Prime Trust of the removal of
any Authorized Persons, and for all actions of Authorized Persons.
</span>
</p>
<p class="c0">
<span class="c1"
>(b) Account Holder shall notify Prime Trust of the termination of any
Account Holder Service Provider Agreement, and Prime Trust will not be
liable for acting on any instruction sent by any person with whom
Account Holder no longer maintains an Account Holder Service Provider
Agreement.
</span>
</p>
<p class="c6">
<span class="c1"
>(c) You agree that Prime Trust may rely on an Authorized Person’s
email address currently on file with Prime Trust for the purposes of
acting on an Authorized Instruction from an Authorized Person.
</span>
</p>
<p class="c0">
<span class="c2">2.3 Joint Accounts. </span
><span class="c1"
>In the case of a joint Account, each person with an interest in the
Account, who is a Party to this Agreement, is considered an Account
Holder. The obligations and agreements applicable to each part to a
joint Account under this Agreement shall be deemed to be joint and
several.
</span>
</p>
<p class="c6">
<span class="c2">2.4 Acknowledgements. </span
><span class="c1">Account Holder acknowledges that:</span>
</p>
<p class="c6">
<span class="c3"
>(a) Account Holder is an “Entitlement Holder” in a
“Financial Asset,” as defined by, and for purposes of, the
Uniform Commercial Code, including Article 8 thereto, as adopted and
implemented in accordance with Nevada law (“</span
><span class="c2">UCC</span
><span class="c1"
>”). Applicable Custodial Property are “Financial
Assets” for purposes of the UCC and are not assets of Prime Trust.
</span>
</p>
<p class="c0">
<span class="c1"
>(b) Account Holder is solely responsible for, and Prime Trust has no
involvement in, determining whether any investment, investment strategy,
or related transaction is appropriate for Account Holder. Prime Trust
will have no duty or responsibility to review or perform due diligence
on any investments or transactions and will make no recommendation of
investments or transactions, nor supervise any such investments or
transactions. You will perform your own due diligence on all investments
and take sole responsibility for all decisions made for your Account.
</span>
</p>
<p class="c0">
<span class="c3"
>(c) Prime Trust does not provide any valuation or appraisals of
Custodial Property, nor does it hire or seek valuations or appraisals on
any Custodial Property; </span
><span class="c4 c3">provided</span><span class="c3">, </span
><span class="c4 c3">however</span
><span class="c3"
>, that Prime Trust may, at its option and with no obligation or
liability, to the extent reasonably available for any particular asset,
make available recent price quotes or value estimates from various
third-party sources, including stock exchanges and alternative trading
systems registered with the Securities and Exchange Commission, digital
asset exchanges, and real estate websites. Prime Trust will not attempt
to verify the validity, accuracy or reliability of any such third-party
valuation, valuation estimates or price quotes (collectively,
“</span
><span class="c2">Valuation Data</span
><span class="c1"
>”) and you agree that Prime Trust will have no liability in
connection with any such Valuation Data, including for any unreliable,
inaccurate, or misleading information. Any Valuation Data provided to
you is furnished for general information purposes only, and should not
be relied upon as a definitive determination of the market value of any
Custodial Property, nor should such Valuation Data be used for tax
reporting purposes. You understand and agree that you should engage an
independent financial advisor, appraiser, or valuation firm in order to
obtain a formal opinion or financial advice regarding the value of any
Custodial Property.
</span>
</p>
<p class="c0">
<span class="c3"
>(d) Prime Trust has no control over, and is not responsible or liable
for, any services or technology supporting or used in connection with
any Custodial Property, Service Provider, Authorized Integrator
platform, or the markets in which Custodial Property is purchased, sold
or otherwise traded, and any Custodial Property, Service Provider
(defined below), Authorized Integrator platform or such markets, and any
such services or technology, may be susceptible to, or limited or
compromised by, errors, technology flaws or defects, viruses or other
malicious code, manipulations, hacks, other attacks, outages, and other
interruptions and limitations. For the purposes of this Agreement,
“</span
><span class="c2">Service Provider</span
><span class="c1"
>” means any unaffiliated third-party entity retained by Prime
Trust to provide any of the Services on behalf of Prime Trust to the
Account Holder.
</span>
</p>
<p class="c0">
<span class="c1"
>(e) The custody of Digital Assets is generally subject to a high degree
of risk, and the nature of Digital Assets may lead to an increased risk
of technology flaws, fraud or attacks.
</span>
</p>
<p class="c6">
<span class="c1"
>(f) Prime Trust does not control and makes no guarantee as to the
functionality of any Blockchain’s decentralized governance, which
could, among other things, lead to delays, conflicts of interest, or
operational decisions that may impact Account Holder and/or its
Custodial Property.
</span>
</p>
<p class="c6">
<span class="c1"
>(g) Advancements in cryptography could render current cryptography
algorithms utilized by a Blockchain supporting a specific Digital Asset
inoperative.
</span>
</p>
<p class="c0">
<span class="c1"
>(h) The supply of Digital Assets available as a result of a Forked
Network and Prime Trust’s ability to deliver Digital Assets
resulting from a Forked Network may depend on Service Providers and
other third-party providers that are outside Prime Trust’s
control. Prime Trust does not own or control any of the protocols that
are used in connection with Digital Assets and their related Digital
Asset networks, including those resulting from a Forked Network.
Accordingly, Prime Trust disclaims all liability relating to such
protocols and any change in the value of any Digital Assets (whether on
a Forked Network or otherwise), and makes no guarantees regarding the
security, functionality, or availability of such protocols or Digital
Asset networks. Account Holder accepts all risks associated with the use
of the Services to conduct transactions.
</span>
</p>
<p class="c6">
<span class="c1"
>(i) The price and liquidity of Digital Assets have fluctuated
substantially in the past and may fluctuate substantially in the future,
and such fluctuation may affect the value of your Account, including a
total loss of the value of Digital Assets. The value of your Account
will be solely dependent upon the performance of Custodial Property.
</span>
</p>
<p class="c6">
<span class="c1"
>(j) Accounts are not entitled to deposit insurance protection by the
FDIC, nor insured by any Prime Trust insurance policies, and may not be
subject to the protection afforded customers in accordance with the
Securities Investor Protection Act of 1970, as amended.
</span>
</p>
<p class="c6">
<span class="c1"
>(k) Subject to Applicable Law, Digital Assets are not legal tender and
are not backed by any government.
</span>
</p>
<p class="c6">
<span class="c1"
>(l) Changes in Applicable Law may adversely affect the use, transfer,
exchange, and value of Custodial Property.
</span>
</p>
<p class="c6">
<span class="c1"
>(m) Transactions in Custodial Property may be irreversible, and,
accordingly, losses due to fraudulent or accidental transactions may not
be recoverable.
</span>
</p>
<p class="c0">
<span class="c1"
>(n) Some Digital Asset transactions will be deemed to be made when
recorded on a public ledger, which is not necessarily the date or time
that the transaction was initiated.
</span>
</p>
<p class="c0">
<span class="c1"
>(o) The value of Digital Assets may be derived from the continued
willingness of market participants to exchange Fiat Currencies or
Digital Assets 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.
</span>
</p>
<p class="c0">
<span class="c1"
>(p) There is no assurance that a person who accepts Digital Assets as
payment today will continue to do so in the future.
</span>
</p>
<p class="c6">
<span class="c1"
>(q) Due to the volatility and unpredictability of the price of Digital
Assets relative to Fiat Currencies, trading and owning Digital Assets
may result in significant loss over a short period of time.
</span>
</p>
<p class="c0">
<span class="c1"
>(r) The nature of Digital Assets means that technological difficulties
experienced by Prime Trust may prevent the access to or use of Account
Holder’s Digital Assets. In addition, access to or transfers of
Digital Assets may be delayed due to security protocols, time-zone
differences, communication technology delays or fails, and/or enhanced
internal compliance reviews.
</span>
</p>
<p class="c6">
<span class="c1"
>(s) All instructions for the purchase and sale of securities and/or
Digital Assets will be executed through one or more broker-dealers or
exchanges selected by either you or another Authorized Person, or by
Prime Trust, as an accommodation (and not in any capacity as a
broker-dealer), and Prime Trust is hereby authorized to debit your
account for any Fees associated with such transaction(s) and remit those
to the executing party.
</span>
</p>
<p class="c0">
<span class="c1"
>(t) With respect to Custodial Assets that are not securities, Account
Holder acknowledges and agrees that: (i) Prime Trust does not have
access to every market or exchange which a particular product or
financial instrument may be traded and Prime Trust makes no
representation regarding the best price execution of any instructions;
(ii) other orders may trade ahead of Account Holder’s order and
exhaust available volume at a posted price; (iii) exchanges, market
makers or other types of sellers or purchasers may fail to honor posted
or otherwise agreed-upon prices; (iv) exchanges may reroute customer
orders out of automated execution systems for manual handling (in which
case, execution may be substantially delayed); (v) system delays by
exchanges or third parties executing instructions may prevent Account
Holders order from being executed, may cause a delay in execution or not
to be executed at the best posted price or at all; and (vi) Prime Trust