Post-Trade Settlement Agreement
Last Updated: May 7, 2024
This Post-Trade-Settlement Agreement (the “Agreement”) is made as of the date on which you electronically accept this document (the “Effective Date”) by and between SAFE Trust Company, a public trust company organized under the laws of the State of Wyoming (“SAFE”) and yourself as an individual or entity (“You” or the “Client”). This Agreement, along with the sFOX, Inc. Terms of Service (accepted by the Client upon registration with SAFE) and in connection with Client ́s use of the SAFE Services (the “Services”) govern the Client’s use of the Post-Trade-Settlement services, as defined below.
In addition to the Services, the parties hereto also wish to engage in periodic transactions for the purchase and sale of supported fiat or cryptocurrencies directly on the website (the “sFOX Platform”) of SAFE’s Affiliate, sFOX, Inc. (“sFOX”), or through direct communication between sFOX and Client (“over-the-counter” or “OTC”) that rather than immediate settlement are settled pursuant to the terms set forth herein (“Post-Trade-Settlement Services”). Accordingly, Post-Trade-Settlement of such transactions are subject to the terms set forth in this Agreement.
1. Post-Trade-Settlement Amount. During the term of this Agreement, the Client may enter into trades with SAFE via the sFOX Platform or direct communication with sFOX for up to
an amount of fiat or cryptocurrency previously agreed with SAFE (the “Post-Trade-Settlement Amount”) and according to the terms and limitations set forth in thisAgreement.
a. Fees. In retribution to Client ́s use of the Post-Trade-Settlement Amount, the Client shall pay SAFE the applicable Fees.
b. Reduction. SAFE at all times and at its sole discretion, will determine and will also have the ability to reduce the Post-Trade-Settlement Amount, in which case it will make reasonable efforts to notify the Client before implementation of such reduction.
2. Settlement.
a. All trades made on the sFOX platform between SAFE and Client shall settle within the agreed time. If Client fails to settle within the agreed time, Client shall be deemed in default.
b. If at any point Client has open positions utilizing the Post-Trade-Settlement Amount (as set forth in Section 1), SAFE shall notify Client of the amount of fiat or cryptocurrency, as
applicable, to be delivered to SAFE within the time requested in such notice. If Client fails to deliver such amount by the time indicated, the Client shall be deemed to be in default.
c. If either party is deemed to be in default under Sections 2(a) or 2(b) above, and notwithstanding any rights SAFE has under Section 3 herein, the non-defaulting party shall
have the right, in its sole discretion, (i) to refuse to accept any additional orders from the other party (ii) to satisfy any outstanding amount using the present market value of any
collateral or other assets held within the non-defaulting party’s SAFE account, or (iii) liquidate some or all of the other party’s then open positions in its SAFE account. SAFE
shall, in addition to any other rights and remedies, and to the fullest extent permitted by law, have the right to set off any outstanding amount against any amounts owed by SAFE
to the Client. SAFE and Client reserve the right to exercise some or all of the foregoing remedies.
3. The Company’s Broad Discretion to Liquidate. SAFE may at any time, in its sole and absolute discretion, for any or no reason, limit the number or types of virtual currency positions that Client may maintain or acquire and hold with SAFE. Additionally, in its sole and absolute discretion, for any or no reason, SAFE may modify the type and attributed value of collateral that will be deemed satisfactory to be supplied by Client per the terms of this agreement.
A liquidation may occur, but is by no means limited to, situations including where, subject to SAFE’s collateral security policies in effect from time to time or otherwise in SAFE’s opinion, reasonable or not, insufficient free collateral exists for a Client, where Client defaults, wholly or partially, on any Virtual Currency delivery obligation or other representation or covenant, and/or where SAFE has made a determination, reasonable or otherwise, that any collateral deposited to protect one or more accounts of Client is inadequate, regardless of current market quotations, to secure the Account. In the event of default by Client upon any term of delivery or acceptance of delivery, SAFE may, at its own absolute discretion, elect to act or not to act, to cover or not to cover, or to seek legal recourse against Client either to enforce such actual delivery obligation or to seek monetary damage for any market loss SAFE may occur, regardless of any decision to cover or not to cover all or any portion of any market risk or loss arising from such default.
SAFE may, in its sole discretion and for any or no reason, take one or more, or any portion of, the following actions: i) close out any or all Virtual Currency positions or other assets or contracts held for a Client as Collateral or otherwise, ii) sell any or purchase any or all Virtual Currencies, fiat currencies, and/or securities held or carried for Client as Collateral or for any other reason, iii) hypothecate, repo and/or loan any Virtual Currency or other asset. Any or all of of the foregoing actions may be taken by SAFE without demand for Collateral or additional Collateral, security, or assurances and without prior notice of sale or purchase or other notice to Client or Client’s officers, principals, employees, agents, advisors, attorneys-in-fact or other representatives.
Additionally, SAFE (without prejudice to any of SAFE’s other rights under this Agreement and also at SAFE’s sole and absolute discretion) may take any one or more of the following steps: i) alter any Collateral or risk limit policy, including the amount or nature of any required Collateral, ii) close any or all open Virtual Currency or other positions, cancel instructions and orders as SAFE deems appropriate; or iii) take or omit to take all such other actions as SAFE deems to be appropriate in the circumstances having regard to the financial, market and/or credit positions of SAFE, Client and/or other customers.
Any market or quote that sFOX makes for Client in conjunction with the use of SAFE Services, including rates at which it may elect to liquidate your Collateral or risk positions, may be based solely on markets or quotes that are made or quoted to sFOX by the counterparties with which it does business, or otherwise based upon sFOX’s internal discretion. Such quotes or markets may not represent the best quotes or markets available to you or sFOX from other sources and sFOX undertakes no obligation to obtain competitive quotes or markets from other counterparties. Without limitation of the foregoing, the Client should be aware that a number of factors, including communication system delays, high volume or volatility can result in deviations between quoted prices and other sources. sFOX makes no warranty, express or implied, that prices represent prevailing market bid prices and ask prices.
Any sales or purchases of Collateral or Virtual Currencies hereunder may be made according to sFOX and SAFE’s judgment and at its discretion with any exchange, Client, OTC or other exchange market where such business may be transacted or may match such liquidating orders off against the positions of sFOX, SAFE and/or its other customers or counterparties.
SAFE will not be liable to Client for any failure, hindrance or delay in performing our obligations under this Agreement or for taking or omitting to take any action in accordance with the foregoing or any other portion of or policy relevant to this Agreement. The Client explicitly waives the right to bring any action against SAFE alleging or based partly or wholly upon any theory of wrongful liquidation or mispricing in connection therewith, and such waiver by Client is essential consideration for SAFE’s agreement to enter into the Agreement and each transaction which may occur hereunder.
4. Representations and Warranties. Client represents and warrants the following on behalf
of itself:
a. All representations made as part of the Terms of Service are repeated as of the date of this Post-Trade-Settlement Agreement.
b. It is duly organized, validly existing and in good standing under the laws of its applicable jurisdiction.
c. It has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby.
d. The execution and delivery by it of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby by it have been duly authorized by all requisite governance action on the part of such party. This Agreement has been duly executed and delivered by it and constitutes a valid and legally binding obligation of such party.
e. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, does or will violate any statute, regulation, rule, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which it is subject or conflict with, violate or constitute a default under any agreement, debt or other instrument to which it is a party.
f. With respect to any cryptocurrency sold, transferred and delivered between the parties, each party, as applicable, represents and warrants that it is the lawful owner of such cryptocurrency with good and marketable title thereto. Each party, as applicable, represents and warrants that it holds the absolute right to sell, assign, convey, transfer and deliver such cryptocurrency. Each party, as applicable, represents and warrants that it is the lawful owner of the relevant wallet it may use to settle transactions hereunder and has good title thereto. Each wallet used to settle transactions hereunder is owned and operated solely for the benefit of the party utilizing the wallet, and no person or entity, other than the wallet holder, has any right, title or interest in any wallet.
g. Each of Client’s transfer and delivery obligations to SAFE pursuant to Section 4(f) above will be satisfied on the availability of the relevant cryptocurrency in the relevant Client wallet with good and marketable title (meaning checked, cleared, and confirmed as available for the use of the receiving party by the relevant custodian or wallet provider (as applicable)). Client, as applicable, agrees to replace any cryptocurrency which does not meet these criteria.
h. Client has all the qualifications represented in the included “Confidential Client Questionnaire,” including without limitation that it is an Eligible Contract Participant, as defined in the Commodity Exchange Act and US Commodity Futures Trading Commission rules promulgated thereunder.
5. Disclaimer. Client agrees, understands and acknowledges that SAFE and its affiliates may transact through their own accounts through the Services or other platforms, for purposes including, but not limited to, treasury management, proprietary trading, and to effect transactions hereunder. SAFE does not provide any fiduciary, advisory or exchange services to you unless specified in a separate agreement. Client further agrees, represents and warrants that Client is solely responsible for any decision to enter into a transaction subject to this Agreement, including the evaluation of any and all risks related to any such transaction and in entering into any such transaction, Client has not relied on any statement or other representation of SAFE other than as expressly set forth herein.
6. Supplemental Agreement. This Agreement is in addition to and supplements the Terms of Service agreed to by the Client and in event of a conflict between the provisions of this Agreement and the Terms of Service, this Agreement shall control. Client agrees that the rights hereunder shall be exercised in good faith.
7. Confidentiality. Each party shall maintain all information it receives in connection with this Agreement (including the terms hereof) in strict confidence and not disclose such confidential information to anyone other than the employees, contractors, or agents who need to have access to such information to perform obligations under this Agreement and are bound by confidential obligations prior to any disclosure of such information to such persons, or use any confidential information for any purpose other than the performance of this Agreement.
8. Governing Law and Venue. The parties agree that the laws of the State of Wyoming without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise hereunder. However, the choice of law provision regarding the interpretation of this Agreement is not intended to create any other substantive right to non-Wyomingites to assert claims under Wyoming law whether that be by statute, common law, or otherwise. These provisions are only intended to specify the use of Wyoming law to interpret this Agreement and the forum for disputes asserting a breach of this Agreement, and these provisions shall not be interpreted as generally extending Wyoming law to you if you do not otherwise reside in Wyoming. Any dispute between the parties that is not arbitrated or cannot be heard in small claims court will be resolved in the state or federal courts of the State of Wyoming and the United States, respectively, sitting in Cheyenne, Wyoming.
9. Term. This Agreement shall remain in effect until terminated in writing by either party.
10. Notices. In case you need to contact SAFE in connection with the Post-Trade-Settlement Services, you can send an email to support@sfox.com or clientservices@sfox.com for further support.
