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Margin User AgreementDownload PDF
THIS MARGIN AGREEMENT CONTAINS AN ARBITRATION PROVISION. IF YOU ARE ACCESSING OUR MARGIN PRODUCT AND WE CANNOT RESOLVE A DISPUTE THROUGH OUR USER OPERATIONS TEAM, THE DISPUTE MUST BE SETTLED IN BINDING ARBITRATION AS SET FORTH IN SECTION 13. BY ENTERING INTO THIS MARGIN AGREEMENT, YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY AND ABILITY TO PARTICIPATE IN A CLASS ACTION LAWSUIT.
This Margin Agreement (“Margin Agreement”) is between Blockchain.com (BVI) III Limited (a company incorporated in the British Virgin Islands under registered 2088862) (“Blockchain.com”, “we”, “us”, or “our”) and you (and the company you work for if you are accessing the Margin Product on behalf of such company) (“you”). This Margin Agreement governs your use of the Margin Product, which permits you to enter into an arrangement with Blockchain.com to purchase Eligible Margin Assets through your Trading Account on the Services using a margin facility (known as trading on margin). By accessing or using the Margin Product, you agree that you have read, understood, and accept all of the terms and conditions contained in this Margin Agreement.
THE MARGIN FACILITY IS NOT CREDIT OR A CONDITIONAL SALE
THIS PRODUCT IS NOT AVAILABLE TO CUSTOMERS IN THE US AND CERTAIN OTHER COUNTRIES
1.1 This Margin Agreement exclusively controls your use of the Margin Product. Your use of other Blockchain.com services is subject to the certain Blockchain.com User Agreement available at exchange.blockchain.com/legal/terms. You will see a number of capitalized terms in this Margin Agreement. These capitalized terms will be defined in the sentence they are used or in the Blockchain.com User Agreement.
1.2 You affirm that you are at least 18 years old and have the capacity to enter into this Margin Agreement. If you are accessing the Margin Product on behalf of the company you work for, you also affirm you have the capacity to enter into this Margin Agreement on behalf of such company.
1.3 We may change the terms of this Margin Agreement at any time. Any changes will take effect when posted in the Services (such as our website or mobile or desktop applications), and your continued use of the Margin Product means you have accepted these changes.
2. Risk disclosure statement
2.1 Margin trading is risky and is not suitable for everyone. Before you use the Margin Product, it is imperative that you understand the specific risks. You should examine your investment objectives, financial resources and risk tolerance to determine whether seeking a Margin Extension (defined below) against your assets held with Blockchain.com is appropriate for you. In particular:
- The increased leverage that margin provides may heighten both the risks and rewards of trading Eligible Margin Assets.
- If the Eligible Margin Assets in your Trading Account decline in value, so may the value of the collateral supporting your margin position, in which case Blockchain.com can take action, such as issuing a margin call and liquidating your margin position.
- Your failure to satisfy a margin call may require Blockchain.com to liquidate your Margin Extension. In the event of a Liquidation Event, you will lose all of the Collateral Assets held in respect of the relevant Margin Extension being liquidated.
- As Digital Asset markets are open 24 hours a day, 7 days a week, margin calls and liquidations may occur at any time, including outside of normal business hours. Any sale of Digital Assets may change your asset allocation and may result in capital gains that are subject to capital gains tax. You do not have a right to an extension of time to meet margin requirements.
- To trade an Eligible Margin Asset on margin, your Trading Account must be funded by a specified amount (described in more detail in Sections 3 and 5 below) of the Eligible Margin Assets approved by Blockchain.com to qualify as collateral (Eligible Collateral Assets). Assets approved by Blockchain.com as Eligible Collateral Assets are subject to change and shall be displayed in the “Collateral” window at the point you request a Margin Extension.
- If you fail to satisfy the Margin Maintenance Requirement at any time - which can be due to a decrease in the value of your Collateral Assets, margin requirement changes, or the determination that an Eligible Margin Asset is no longer an Eligible Collateral Asset - Blockchain.com may take various actions including liquidating your Collateral Assets.
3. Initiating a request for a Margin Extension
3.1 Requests to open a Margin Extension: No Margin Extension will occur unless you meet or exceed any minimum balance requirements imposed by Blockchain.com for your Trading Account. Blockchain.com retains the right to change its initial margin requirements at any time and without prior notice. Blockchain.com may also impose anytime and without prior notice more stringent requirements on positions that in its sole discretion involve higher levels of risk. Moreover, notwithstanding anything to the contrary in this Margin Agreement, Blockchain.com is under no obligation to make any Margin Extensions to you, and may decline a request to initiate a Margin Extension and/or may unwind a Margin Extension at any time in its sole discretion. Subject to the foregoing and to the other terms and conditions set out in this Margin Agreement:
3.1.1 Blockchain.com agrees to allow you to conduct transactions in Eligible Margin Assets in an aggregate amount up to the lesser of the Available Amount and the Authorized Amount (each such position, a Margin Extension). The Eligible Margin Assets associated with a Margin Extension will be held in an account in the name of Blockchain.com on the Blockchain.com Exchange (the Margin Extension Account). You do not have title to the Eligible Margin Assets held in the Margin Extension Account and will not take possession of the Eligible Margin Assets in the Margin Extension Account until the Margin Extension End Date and after Blockchain.com has closed out the margin positions.
Upon you providing Blockchain.com with trading instructions, Blockchain.com shall effect transactions in Eligible Margin Assets up to the value of the agreed
A Margin Extension is initiated when you place an order with Blockchain.com, to trade an Eligible Margin Asset for credit or debit to your Trading Account where such order is in an amount that exceeds the balance in your Trading Account of that Eligible Margin Asset at the time such order is entered (Extension Order). The amount of an Extension Order (purchase or sale, as the case may be) that exceeds the balance of that Eligible Margin Asset in your Trading Account shall constitute a Margin Extension. Notwithstanding the foregoing, no Extension Order may be entered unless the Net Collateral Equity remaining in your Trading Account is sufficient to satisfy the Initial Margin Percentage for such order.
Available Amount is equal to the Net Collateral Equity in your Trading Account multiplied by ((1/Initial Margin Percentage)).
Authorized Amount is the maximum amount that may be extended by Blockchain.com to you under this Margin Agreement, subject to satisfaction of the Maintenance Margin Requirement and the other terms and conditions in this Margin Agreement.
Digital Asset means a cryptocurrency, digital currency, digital asset, cryptoasset or other similar term describing an asset supported by Blockchain.com on the Blockchain.com Exchange (including, for example, bitcoin and ether), but for the avoidance of doubt excludes any derivative of such an asset or any security, as defined under applicable law.
Eligible Margin Asset means Digital Assets and certain fiat currencies.Mark Price means the mark-to-market value of the relevant asset as shown on the Blockchain.com Exchange. Blockchain.com shall calculate the Mark Price on a continuous basis on the prevailing value of each Digital Asset on one or more Digital Asset exchanges, including those operated by Blockchain.com. Blockchain.com has the discretion to select Digital Asset exchanges for the purposes of calculating Mark Price that Blockchain.com, in its reasonable judgment, believes offers a fair representation of the value of a Digital Asset.
Net Collateral Equity means, at any time, the value of your Collateral Assets based on the Mark Price less the debt owed on Margin Extensions and all fees, commissions and charges due and payable to Blockchain.com at that time.
Initial Margin Percentage is the minimum Net Collateral Equity required to remain in the Trading Account as a percentage of any new Margin Extension to support the creation of such new Margin Extension, net of any transaction fees charged by Blockchain.com.
3.1.2 A Margin Extension initiated pursuant to Section 3.1.2 may not be in an amount that would cause the amount of all Margin Extensions outstanding (Outstanding Margin Extension Amount) to exceed the Authorized Amount.
3.2 Term of each Margin Extension
3.2.1 Each separate Margin Extension is, subject to Section 9, due and payable on demand (the Margin Extension End Date).
3.2.2 On the Margin Extension End Date Blockchain.com will close your margin position for you and, if necessary, sell Collateral Assets and use the proceeds to repay any shortfall; your account records will reflect the close-out of your positions and where required, the sale of Collateral Assets and related exchange fees (as applicable) and repayment of the Margin Extension.
3.3 Purpose of Extension
3.3.1 You and Blockchain.com agree that any and all Margin Extensions shall be solely for the purpose of trading Eligible Margin Assets through the Services and shall, in any event, be applied immediately in respect of the relevant buy or sell order. Blockchain.com may, in its sole discretion, limit assets that may be purchased or sold in the Trading Account based on factors including market health, system health, liquidity, and volatility.
3.3.2 You may only withdraw Collateral Assets (whether fiat or Digital Assets) from your Trading Account if the Mark Price of the Collateral Assets remaining in the Trading Account following such withdrawal satisfy the Initial Margin Percentage for the Outstanding Margin Extension Amount.
3.4 Conditions. Blockchain.com will only make a Margin Extension available to you in response to an Extension Order if, immediately before and after the funding of such Margin Extension, the following conditions are satisfied:
3.4.1 All of your representations and warranties contained in the User Agreement and this Margin Agreement are true and correct in all material respects;
3.4.2 No Event of Default (as defined below) under this Margin Agreement has occurred and is continuing; and
(a) the Outstanding Margin Extension Amount would not exceed the lesser of the Authorized Amount and the Available Amount;
(b) the Net Collateral Equity percentage in the Trading Account is equal to or greater than the Initial Margin Percentage; and
(c) the value of the Collateral Assets based on the Mark Price in the Trading Account is not less than the Maintenance Margin Requirement
((b) and (c) together the Collateral Asset Requirements).
3.5 Transferred Assets
3.5.1 General When you use a Margin Extension to effectuate a transaction, Blockchain.com will enter into a spot Eligible Margin Asset purchase or sale transaction with one or more third-party trader(s) on the Blockchain.com Exchange (each a Counterparty). The Eligible Margin Assets purchased using the Margin Extension will be held in the Margin Extension Account. Title to the Eligible Margin Assets will pass to you on the Margin Extension End Date following us closing out your margin position.
3.5.2 Ownership Title to Eligible Margin Assets in your Trading Account shall at all times remain with you and shall not transfer to Blockchain.com, except as provided herein, and you control the Eligible Margin Assets held in your Trading Account. As the owner of the Eligible Margin Assets in your Trading Account, you bear all risk of loss of such Eligible Margin Assets. None of the Eligible Margin Assets in your Trading Account is the property of Blockchain.com. Blockchain.com does not represent or treat Eligible Margin Assets in your Trading Account as belonging to Blockchain.com. Except as required by a valid court order, or except as provided herein, Blockchain.com will not sell, transfer, loan, hypothecate or otherwise alienate Eligible Margin Assets in your Trading Account unless instructed by you or as otherwise authorized by this Margin Agreement. Notwithstanding the foregoing or Section 3.5.1, Blockchain.com makes no warranty that Digital Assets in your Trading Account (including Eligible Margin Assets) are held by you free and clear of any security interest or other lien or encumbrance.
4. Close Out. Blockchain.com will close out margin positions on the Margin Extension End Date. To the extent permitted by applicable law, Blockchain.com, in its sole discretion, may apply the proceeds in your Trading Account from the close out of the relevant margin position (which may be a purchase or a sale depending on the relevant position) as payment of any outstanding fees, commissions, charges or other expenses then due to Blockchain.com, and then to the payment of any principal amount outstanding on the Margin Extension. You agree that only after all outstanding Margin Extensions are settled would the sale of an Eligible Margin Asset (in the case of a long position) or the purchase of an Eligible Margin Asset (in the case of a short position) result in a positive balance in the Trading Account.
5. Collateral. You understand and agree that your Collateral Assets may be forfeited to Blockchain.com under the terms and conditions set forth in this Margin Agreement. Collateral Assets means Eligible Collateral Assets over which you have granted or purported to grant a security interest in favor of Blockchain.com pursuant to this Margin Agreement.
5.1 Account Operation. At all times during the term of this Margin Agreement, you agree to maintain Collateral Assets equal to or greater than the Maintenance Margin Requirement in your Trading Account.
5.1.1 Maintenance Margin Requirement means the (Outstanding Extension Amount) / (1 - Maintenance Margin Percentage).
5.1.2 Maintenance Margin Percentage is the minimum Net Collateral Equity (as a percentage of the Collateral Assets) that must be held in the Trading Account as notified to you by Blockchain.com from time to time.
5.2 Maintenance of Margin; No Margin Calls.
5.2.1 Upon notice from Blockchain.com, you shall deliver, or instruct Blockchain.com to deliver, additional Collateral Assets to the Trading Account: (a) to satisfy the Maintenance Margin Percentage notified to you by Blockchain.com from time to time; and (b) to secure your performance of any obligations due to Blockchain.com under this Margin Agreement.
5.2.2 Notwithstanding Section 5.2.1, you agree that you will maintain the Maintenance Margin Requirement at all times while any Margin Extension is outstanding. In the event that the value of your Collateral Assets based on the Mark Price is less than the Maintenance Margin Requirement, Blockchain.com may, in its sole discretion, liquidate any open positions in any Collateral Assets which, in its reasonable opinion, will result in the Net Collateral Equity in the Trading Account as a percentage of the value of the remaining Collateral Assets in your Trading Account equalling or exceeding the Initial Margin Percentage (a Liquidation Event).
5.2.3 Blockchain.com is not required to provide notice or margin calls before a Liquidation Event, however Blockchain.com will endeavor to establish systems reasonably designed to send you notice if the value of your Net Collateral Equity in the Trading Account falls to the margin call threshold specified in your Trading Account. In the event of a Liquidation Event, you will lose all of the Collateral Assets held in respect of the relevant Margin Extension being liquidated.
5.2.4 To avoid triggering a Liquidation Event, you acknowledge and agree that it is your sole responsibility to maintain the value of the Collateral Assets in the Trading Account to equal or exceed the Maintenance Margin Requirement at all times.
5.3 Security Interest
5.3.1 Grant of Security Interest: In order to secure and to provide for the repayment of any Margin Extensions, you hereby grant to Blockchain.com a continuing first priority security interest in, and a lien upon, all of your right, title and interest in, to and under the Trading Account and any and all other accounts maintained by Blockchain.com for you together with, for the avoidance of doubt, any and all Digital Assets and all deposits of fiat currency of any specie credited to those accounts (in each case whether constituting Eligible Collateral Assets or otherwise), and all proceeds consisting of, arising from, or relating to the foregoing.
5.3.2 No Dispositions from the Trading Account without Consent of Blockchain.com: Notwithstanding any other provision in this Margin Agreement, you hereby agree that you shall not, so long as Blockchain.com has a security interest over the Trading Account, direct any entity, including Blockchain.com, to transfer any Eligible Margin Assets from the Trading Account without the written consent of Blockchain.com unless, after giving effect to such transfer, the Collateral Asset Requirements are satisfied. Blockchain.com shall not permit any transfer of Eligible Margin Assets that would violate this obligation.
5.3.3 Termination of Security Interest: Upon the termination of this Margin Agreement and satisfaction of all of your obligations to Blockchain.com hereunder, all security interest in and to your Trading Account and any and all other accounts maintained by Blockchain.com granted pursuant to or arising under this Margin Agreement shall be released.
6. Interest Charges Disclosure Statement
6.1 Fees. Fees charged on any Margin Extension shall be at the level specified on the Blockchain.com website (the Fees). Once a Margin Extension has been granted to you, a recurring fee will be charged in respect of the Margin Extension.
7.1 This Margin Agreement shall be effective as soon as you initiate your first request for a Margin Extension and shall remain in effect for so long as you maintain any outstanding Margin Extensions.
7.2 Blockchain.com may terminate this Margin Agreement (a) with notice of 14 days or (b) immediately, if Blockchain.com, in its sole discretion, deems it reasonably required to do so based upon applicable law or actions taken by any governmental authority or law enforcement.
7.3 All Margin Extensions and all other fees, commissions and charges owing to Blockchain.com are due and payable upon termination, or by such later time as Blockchain.com identifies. You may not request a new Margin Extension after you receive a notice of termination.
8. Covenants. You agree that, so long as this Margin Agreement is in effect or any amount payable hereunder remains unpaid, you will not create, assume, incur or suffer to exist any security interest on any of the Collateral Assets except security interests in favor of Blockchain.com created or permitted by or pursuant to this Margin Agreement.
9.1 An Event of Default shall occur and be continuing if:
9.1.1 You fail to make any payment to Blockchain.com when due.
9.1.2 Any representation or warranty made by you under or in connection with any Blockchain.com Margin Agreement was incorrect in any material respect when made.
9.1.3 You violate our trading principles (found at https://exchange.blockchain.com/legal/terms), or otherwise engage in behavior which, in our sole discretion, reasonably compromises the integrity of our margin trading platform.
9.1.4 You become bankrupt, insolvent or subject to any voluntary or involuntary bankruptcy, reorganization, insolvency or similar proceeding.
9.1.5 The security interest granted to Blockchain.com under Section 9.3 is not or ceases to be a first priority security interest or is or otherwise becomes invalid or unenforceable.
9.1.6 A credible allegation of fraud, misconduct, embezzlement, money laundering, insider trading, market manipulation abuse or other material illegality, breach of regulation or impropriety is made against you, that in the good faith and commercially reasonable business judgment of Blockchain.com could reasonably result in reputational harm to Blockchain.com, or compromise the integrity of the markets maintained by Blockchain.com.
9.1.7 In Blockchain.com’s reasonable opinion there has been any fraudulent, illegal or other illicit activity carried out in respect of your Trading Account.
9.2.1 You agree to promptly notify Blockchain.com of the occurrence of an Event of Default, but the failure to provide such notice shall not prejudice Blockchain.com’s right to determine that an Event of Default has occurred.
9.2.2 At any time after the occurrence and during the continuance of an Event of Default, Blockchain.com may, upon notification to you:
(a) cancel, terminate, accelerate, liquidate or close-out any or all transactions and agreements hereunder between you and Blockchain.com;
(b) at such times and manner as Blockchain.com may reasonably determine based on, but not limited to, market conditions and portfolio health: (i) sell, trade or otherwise transfer any Collateral Assets and apply the proceeds to the discharge of your obligations; and/or (ii) set-off, net and recoup any obligations owed to you by Blockchain.com against any obligations owed by you to Blockchain.com; and/or
(c) exercise all rights and remedies of a secured creditor in respect of all assets in which Blockchain.com has a security interest, cover any open positions of yours (by buying in or borrowing Eligible Margin Assets or otherwise) and take such other actions as Blockchain.com reasonably deems appropriate.
9.2.3 For the avoidance of doubt, notwithstanding the exercise by Blockchain.com of any of its rights pursuant to Section 9.2.2, you shall remain liable for any deficiency and shall in addition promptly reimburse Blockchain.com for any loss or expense incurred in the exercise of such rights, including losses sustained by reason of an inability to borrow any Digital Assets or other property sold for your Trading Account.
9.2.4 The parties agree that the prices of Digital Assets are (a) volatile and thus may change speedily in value, and (b) some Digital Assets are of a type not customarily traded on a recognised market, and accordingly the proceeds realized on a sale, trade or transfer of Digital Assets may be significantly less than the price at which they were originally acquired and/or less than the value at which those Digital Assets were recorded in Blockchain.com’s book entry system.
9.2.5 Liquidations and Cure of Default: Notwithstanding the foregoing provisions, an Event of Default under Section 9.1.1 will be considered cured if Blockchain.com is able to liquidate Collateral Assets in a reasonable period of time to close out the relevant margin position such that the Collateral Asset Requirements are satisfied.
9.2.6 Liability for Costs of Collection: To the extent permitted by applicable laws and regulations, you will be responsible for the reasonable costs and expenses incurred by Blockchain.com in exercising any of its rights pursuant to this Section 9.2 including, but not limited to, attorney’s fees.
9.3 No Liability. Blockchain.com will not be liable for:
9.3.1 any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with this Margin Agreement;
9.3.2 exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, this Margin Agreement;
9.3.3 any delay (or any related consequences) in the Trading Account being credited with an amount (whether caused by delays on the relevant blockchain or clearing or settlement system, or otherwise); or
9.3.4 without prejudice to the generality of the above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever) arising as a result of: (a) any act, event or circumstance not reasonably within its control; or (b) the general risks of investment in, or the holding of, Digital Assets, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
10. General Risk Factors
10.1 Blockchain.com does not give investment, tax, legal, or other professional advice by allowing you to use the Margin Product, the ability to purchase, sell, or store Digital Assets, and we do not recommend, or endorse that you purchase or sell Digital Assets, or make any investment. Before engaging in any transaction or investment activity, you should consult a qualified professional. You acknowledge that (a) you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for you; (b) you are familiar with the operation of Digital Asset trading and have the experience required to use the Margin Product; and (c) you are responsible for determining whether using the Margin Product is legal in your jurisdiction and you shall not use any of the Margin Product if such use is illegal. Your use of the Margin Product requires you to bear risks for which we will not be held responsible. We list some, but not all of these risks below:
10.1.1 Hardware, software or connections required to interact with a Digital Assets network might fail, succumb to malware, unauthorized access or malicious attacks. Third parties may obtain unauthorized access to the Margin Product, including, but not limited to your public and private keys. Blockchain.com shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Margin Product, however caused.
10.1.2 Forks, unknown vulnerabilities in or unanticipated changes to the network protocol may cause losses to you or others. Blockchain.com has no control over any cryptocurrency network and shall not be responsible for any harm occurring as a result of the inability to reverse a transaction, and any losses in connection therewith due to erroneous or fraudulent actions.
10.1.3 The risk of loss of value in using Margin Product involving Digital Assets may be substantial and losses may occur over a short period of time. In addition, price and liquidity are subject to significant fluctuations that may be unpredictable. The price (which can go up or down and even drop to zero) and liquidity of Digital Assets have been subject to large fluctuations in the past and may be subject to large fluctuations in the future.
10.1.4 Digital Assets are not legal tender and are not backed by any sovereign government. In addition, legislative and regulatory changes at the state, federal or international level may adversely affect the use, transfer, exchange and value of digital assets. It is possible that in the future, certain laws, regulations, policies or rules relating to digital assets may be implemented, which would directly or indirectly affect or restrict your interaction with Blockchain.com and your ability to use, transfer or exchange Digital Assets.
10.1.5 When placing a “market order” in a Digital Assets, the order will be executed immediately at the current market price. Market orders do not carry a limit price and will trade with anything on the order book. During periods of high volume, fast market conditions, illiquidity, or volatility in the marketplace, the actual price that a market order is executed at may be different from the best price indicated at the time of your order, and in some cases significantly so. The timing of transactions may be affected by matters in the blockchain and the application of the relevant protocols.
10.1.6 Under certain market conditions you may find it difficult to liquidate a position. In such circumstances, the market may not have sufficient demand to meet your request to execute such a transaction. Placing contingent orders, such as a “stop” or “limit” order does not guarantee your potential loss will be limited to an intended amount, as market conditions may make it difficult to execute such orders. You may suffer losses due to orders executing at lower or higher values than anticipated or requested.
10.1.7 Digital Assets transactions may not be reversible. Once you send Digital Assets to an address, you may lose access to your Digital Assets temporarily or indefinitely. For example, an address may have been entered incorrectly, or an address may belong to an entity that will not return your Digital Assets. Digital Assets mistakenly sent to an address we control may not be recoverable.
11. Representations, Warranties, Indemnification, and Limitations of Liability
11.1 You represent and warrant to Blockchain.com that:
11.1.1 This Margin Agreement has been duly executed and delivered by you, and constitutes legal, valid and binding obligations enforceable against you in accordance with the terms of this Margin Agreement.
11.1.2 Neither the execution and delivery by you of this Margin Agreement nor the consummation of the transactions contemplated in this Margin Agreement, nor compliance with the terms, conditions and provisions of this Margin Agreement by you will conflict with (a) any applicable laws or regulations, (b) any contractual restriction binding on or affecting you or any of your assets, or (c) any order, writ, judgment, award, injunction or decree binding on or affecting you or any of your assets.
11.1.3 Your legal name as set forth in your Trading Account is true and correct, and any information provided to Blockchain.com for purposes of onboarding and due diligence regarding your financial condition and your location is true and correct in all material respects.
11.1.4 Any and all information provided by you to Blockchain.com for the purposes of or otherwise in connection with this Margin Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which such information was stated, and no information has been omitted or withheld that results in such information being untrue or misleading in any material respect.
11.1.5 You understand and accept the significant risks associated with the use of margin and that the use of margin is consistent with your investment objectives.
11.1.6 You: (a) are not located in, under the control of, or a resident of any Restricted Location or any country to which the United States has embargoed goods and services; (b) are not identified as a “Specially Designated National” by the United States Treasury Department; and (c) will not use the Margin Product if you are prohibited by any Applicable Law from doing so.
11.2 We endeavor to verify the accuracy of any information displayed, supplied, passing through or originating from the Margin Product, but such information may not always be accurate or current. We cannot and do not guarantee the timeliness, accuracy or completeness of any information (whether pricing, exchange rate or otherwise) provided in connection with any Digital Asset or your holding or trading of or in the same. Accordingly, you should independently verify all information before relying on it, and any decisions or actions taken based upon such information are your sole responsibility.
11.3 BLOCKCHAIN.COM DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SYSTEM INTEGRATION, TITLE, NON-INFRINGEMENT AND/OR QUIET ENJOYMENT, AND ANY SERVICES PROVIDED BY BLOCKCHAIN.COM INCLUDING THE MARGIN PRODUCT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, (A) REGARDING THE CONTENTS OF THE MARGIN PRODUCT, INFORMATION AND FUNCTIONS MADE ACCESSIBLE THROUGH THE MARGIN PRODUCT, ANY HYPERLINKS TO THIRD PARTY WEBSITES, OR THE SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE MARGIN PRODUCT, OR ANY WEBSITE LINKED TO THE MARGIN PRODUCT (B) THAT ACCESS TO THE MARGIN PRODUCT SHALL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. EXCEPT AS EXPRESSLY PROVIDED IN THIS MARGIN AGREEMENT, YOU ACKNOWLEDGE THAT BLOCKCHAIN.COM MAKES NO WARRANTIES UNDER THIS MARGIN AGREEMENT DIRECTLY FOR THE BENEFIT OF ANY END USER, AND THAT BLOCKCHAIN.COM’S OBLIGATIONS UNDER THIS MARGIN AGREEMENT ARE FOR THE BENEFIT OF YOU ONLY, AND NOT FOR THE BENEFIT OF ANY OTHER PERSON. IN ENTERING INTO THIS MARGIN AGREEMENT, YOU REPRESENT THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY OF BLOCKCHAIN.COM OR ITS AFFILIATES EXCEPT AS EXPRESSLY SET FORTH IN THIS MARGIN AGREEMENT.
11.4 Indemnification. You agree to indemnify and hold harmless Blockchain.com, its affiliates, subsidiaries, directors, managers, members, officers, employees, and other customers, from any and all claims, demands, actions, damages, losses, costs or expenses, including without limitation, reasonable legal fees, arising out of or relating to your or any other person’s use of your credentials or User Account in connection with: (a) use of the Margin Product; or (b) a reversal of payment instructions by you which results in a negative account balance; (c) breach of this Margin Agreement or any other policy; (d) false, incomplete, or misleading information relied upon by us to verify your identity and source of funds, where applicable; or (e) violation of any rights of any other person or entity; provided however, that you shall not indemnify Blockchain.com for claims or losses arising out of Blockchain.com’s gross negligence or willful misconduct. This indemnity shall apply to your successors and assigns and shall survive any termination or cancellation of this Margin Agreement.
11.5 Limitation of Liability.
11.5.1 Blockchain.com shall not be liable to you or anyone else for any loss or injury resulting directly or indirectly from your use of the Margin Product, including any loss caused in whole or part by any inaccuracies or incompleteness, delays, interruptions, errors or omissions, including, but not limited to, those arising from the negligence of Blockchain.com or contingencies beyond its control in procuring, compiling, interpreting, computing, reporting, or delivering Blockchain.com, the Margin Product thereon or the information therein. In no event will Blockchain.com be liable to you or anyone else for any decision made or action taken by you in reliance on, or in connection with your use of the Margin Product or the information therein.
11.5.2 IN NO EVENT SHALL BLOCKCHAIN.COM, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR: (I) ANY AMOUNT GREATER THAN THE VALUE, IN U.S. DOLLARS, OF THE DIGITAL ASSETS AT ISSUE IN THE CLAIM AT THE TIME OF THE TRANSACTION OR EVENT GIVING RISE TO THE CLAIM; OR (II) 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 MARGIN PRODUCT, OR THIS MARGIN AGREEMENT, EVEN IF BLOCKCHAIN.COM HAD BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
(a) UNDER NO CIRCUMSTANCES SHALL WE BE REQUIRED TO DELIVER TO YOU ANY DIGITAL ASSETS AS DAMAGES, MAKE SPECIFIC PERFORMANCE OR ANY OTHER REMEDY. IF YOU WOULD BASE YOUR CALCULATIONS OF DAMAGES IN ANY WAY ON THE VALUE OF DIGITAL ASSETS, YOU AND WE AGREE THAT THE CALCULATION SHALL BE BASED ON THE LOWEST VALUE OF THE DIGITAL ASSETS DURING THE PERIOD BETWEEN THE ACCRUAL OF THE CLAIM AND THE AWARD OF DAMAGES.
(b) WE SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED IN WHOLE OR IN PART BY (A) THE MALFUNCTION, UNEXPECTED FUNCTION OR UNINTENDED FUNCTION OF ANY COMPUTER OR CRYPTOCURRENCY NETWORK, INCLUDING WITHOUT LIMITATION LOSSES ASSOCIATED WITH VIRUSES, NETWORK FORKS, REPLAY ATTACKS, DOUBLE-SPEND ATTACKS, SYBIL ATTACKS, 51% ATTACKS, GOVERNANCE DISPUTES, MINING DIFFICULTY, CHANGES IN CRYPTOGRAPHY OR CONSENSUS RULES, HACKING OR CYBERSECURITY BREACHES; (B) THE CHANGE IN VALUE OF ANY CRYPTOCURRENCY; (C) ANY CHANGE IN LAW, REGULATION OR POLICY, OR (D) FORCE MAJEURE EVENT (INCLUDING BUT NOT LIMITED TO (I) ACTS OF GOD, NATURE, COURT OR GOVERNMENT; (II) FAILURE OR INTERRUPTION IN PUBLIC OR PRIVATE TELECOMMUNICATION NETWORKS, COMMUNICATION CHANNELS OR INFORMATION SYSTEMS; (III) ACTS OR OMISSIONS OF ACTS OF A PARTY FOR WHOM BLOCKCHAIN.COM IS NOT RESPONSIBLE; (IV) DELAY, FAILURE, OR INTERRUPTION IN, OR UNAVAILABILITY OF, THIRD PARTY MARGIN PRODUCT AND SITES; (V) STRIKES, LOCK-OUTS, LABOUR DISPUTES, WARS, TERRORIST ACTS AND RIOTS; AND (VI) VIRUSES, MALWARES, OTHER MALICIOUS COMPUTER CODES OR THE HACKING OF BLOCKCHAIN.COM’S SYSTEMS).
(c) THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS MARGIN AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
11.6 Any and all of our indemnities and warranties (whether express or implied) are hereby excluded to the fullest extent permitted under law except as set forth in this Margin Agreement. Nothing in this Margin Agreement excludes or limits liability which may not be limited or excluded under Applicable Law.
12.1 Intellectual Property
12.1.1 Unless otherwise indicated by us, the Margin Product and any other material or content provided by Blockchain.com, and all intellectual property rights therein, are the property of Blockchain.com or our licensors or suppliers. We do not give any implied license for the use of the contents of the Margin Product.
12.1.2 You accept and acknowledge that the material and content contained in or delivered by the Margin Product is made available for your personal, lawful, non-commercial use only and that you may only use such material and content for the purpose of using the Margin Product as set forth in this Margin Agreement.
12.1.3 You further acknowledge that any other use of content from the Margin Product is strictly prohibited and you agree not to infringe or enable others to infringe our intellectual property rights. You agree to retain all copyrighted and other proprietary notices contained in the material provided via the Margin Product on any copy you make of the material but failing to do so shall not prejudice Blockchain.com’s intellectual property rights therein.
12.1.4 You may not sell or modify materials derived or created from the Margin Product or reproduce, display, publicly perform, distribute or otherwise use the materials in any way for any public or commercial purpose. Your use of such materials on any other website or on a file-sharing or similar service for any purpose is strictly prohibited. You may not copy any material or content derived or created from the Margin Product without our express, written permission.
12.1.5 Any rights not expressly granted in this Margin Agreement to use the materials contained on or through the Margin Product are reserved by Blockchain.com in full.
12.2 Blockchain.com may, from time-to-time, respond to requests from third parties, courts, law enforcement, regulators and policymakers by producing certain information about or relating to your use of the Margin Product. See our Law Enforcement Policy for additional details on how we respond to such third party requests.
12.3 If you provide any suggestions, ideas, feedback, or recommendations to us regarding the Margin Product (“Feedback”), we may use this Feedback for any purpose and without any obligation to you. By providing us with Feedback, you give us a worldwide, perpetual, irrevocable, transferable, sublicensable, fully-paid and royalty-free license to use and exploit in any manner any and all Feedback. By submitting Feedback, you waive any moral rights to the fullest extent permitted under law. We shall use commercially-reasonable efforts to supply email-based technical support services, but cannot guarantee immediate responses, especially during times of high volume.
12.4 It is your responsibility to determine what, if any, taxes apply due to your use of Blockchain.com Margin Product, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. Blockchain.com is not responsible for determining whether taxes apply to your Digital Assets transactions or for collecting, reporting, withholding or remitting any taxes arising from any Digital Assets transactions.
12.5 A party’s failure or delay to enforce, or partially enforce, any provision of this Margin Agreement shall not be construed as a waiver of any rights.
12.6 A party shall not be deemed to have breached this Margin Agreement if that breach was due to a Force Majeure Event (and the nonbreaching party shall not be permitted to recover any losses or damages for such breach).
12.7 In the event that any provision of this Margin Agreement is unenforceable under applicable law, the validity or enforceability of the remaining provisions will not be affected. To the extent any provision of this Margin Agreement is judicially determined to be unenforceable, a court of competent jurisdiction may reform any such provision to make it enforceable. The provisions of this Margin Agreement will, where possible, be interpreted so as to sustain its legality and enforceability.
12.8 This Margin Agreement shall be binding on your successors, heirs, personal representatives, and assigns. You may not assign or transfer any of your rights or obligations under this Margin Agreement without prior written consent of Blockchain.com, which may be withheld in Blockchain.com’s sole discretion. We may assign rights or delegate duties under this Margin Agreement in our sole discretion.
12.9 You and Blockchain.com are independent contractors for purposes of this Margin Agreement. Nothing in this Margin Agreement shall create any partnership, joint venture, agency, consultancy or trusteeship.
12.10 This Margin Agreement constitutes the entire agreement among the parties with respect to the subject matter described in this Margin Agreement and shall supersede all prior agreements and understandings, written or oral, among the parties.
12.11 For technical support requests only, you may submit a request via our Support tool at: https://support.blockchain.com. For purposes other than technical support requests, you may contact us by registered post or courier:
Blockchain.com (BVI) III Limited
171 Main Street
Tortola VG 1110
British Virgin Islands
With an electronic copy to: [email protected].
Please note, however, that all formal legal documents and claims must be formally and properly served on the correct Blockchain.com entity according to governing law.
13. DISPUTE RESOLUTION FOR ALL USERS
13.1 Any dispute between you and us arising out of or relating to our products, services, this Margin Agreement or our relationship as created by this Margin Agreement (whether arising out of contract, tort, statute or any other manner) shall be settled in binding JAMS arbitration, in accordance with the Federal Arbitration Act under the JAMS Streamlined Arbitration Rules & Procedures; provided, however, nothing in this Margin Agreement will waive, preclude or otherwise limit your right to (i) bring an individual action in a US small claims court or (ii) file a representative action solely to obtain a public injunction.
13.2 The arbitration will be conducted by a single, neutral JAMS arbitrator mutually agreed upon by the parties and shall take place in the United States, in the English language. In the event that JAMS is unavailable to administer the arbitration, another administrator will be selected by the parties or, if the parties cannot reach an agreement, the court (as dictated by the forum selection clause herein) shall select the administrator. The arbitrator shall apply the law of the state of Florida, without regard to its conflict of laws principles. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys' fees when authorized by law, and the arbitration decision may be enforced in any court in Miami-Dade County, Florida. The arbitrator shall resolve the dispute and is empowered with the exclusive authority to resolve any dispute relating to the scope, interpretation, applicability or enforceability of these terms or the formation of this Margin Agreement, including the arbitrability of any dispute and any contention that all or any part of this Margin Agreement is unconscionable, void or voidable. You agree that the arbitrator shall have the authority to order relief, and you agree to abide by all decisions and awards rendered in such a proceeding, which shall be final and conclusive. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding brought under this Section shall be entitled to reasonable costs and attorneys' fees to the extent permitted. If the arbitrator(s) or administrator imposes filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. If the invalidity or unenforceability of a provision causes a dispute to proceed in a court instead of arbitration, the parties agree that such court must be located in Miami-Dade County, Florida, applying Florida law.
13.3 By entering into this Margin Agreement, you expressly waive your right to a trial by jury and right to participate in a class action lawsuit. You further agree that the arbitration will take place on an individual basis, that class arbitrations and class actions are not permitted, and that you are agreeing to give up the ability to participate in any class action. For avoidance of doubt, you are agreeing to give up the ability to bring a lawsuit in court (except small claims discussed herein); and you are giving up the ability to bring or participate in a class action in any form or forum, even if your dispute is determined not to be subject to arbitration.
13.4 If an arbitrator (or a court, if a court determines it can evaluate the issue) decides that applicable law precludes enforcement of any of Section 13 as to a particular claim or request for a remedy, then that claim or remedy (and only that claim or that remedy) must be severed from the arbitration and may be brought in court as set forth in Section 13. An arbitrator (or a court, if a court determines it can evaluate the issue) may sever any portion of this Section 13 that it finds to be unenforceable, except for the prohibitions on any claim being handled on a class or representative basis. If, however, the waiver of class or consolidated actions is deemed invalid or unenforceable as it relates to a particular claim or dispute, neither you nor we are entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a court as set forth in Section 13. This provision does not prevent you or us from participating in a class-wide settlement of claims.
13.5 This Section 13 will survive any termination of your relationship with us. If any provision of this Margin Agreement shall be deemed unlawful, invalid or otherwise unenforceable, then that provision shall be deemed severable from this Margin Agreement. Severing any such provision from this Margin Agreement shall not affect the validity and enforceability of any remaining provisions, except as otherwise noted herein.