Legal Center

Crypto-Backed Loans Terms

1. INTRODUCTION

1.1 Agreement

These Crypto-Backed Loans Terms and Conditions (the “Loan Terms”) constitute a legally binding agreement between Blockchain Capital Solutions (Cayman) Limited (“Blockchain.com”, “we”, “us”, or “our”), and you (“you” or “your”).

These Loan Terms govern your access to and use of the Crypto-Backed Loan product (the “Crypto-Backed Loan” or the “Loan Product”), pursuant to which Blockchain.com may, in its sole discretion, make available to eligible users loans denominated in supported Digital Assets against the transfer of supported Digital Assets as collateral.

These Loan Terms supplement and form part of the Blockchain.com User Agreement (the “User Agreement”). In the event of any conflict or inconsistency between these Loan Terms and the User Agreement, these Loan Terms shall prevail solely with respect to the Crypto-Backed Loan product. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the User Agreement.

1.2 Incorporation by Reference

By accessing or using the Loan Product, you acknowledge that you have read, understood, and agree to be bound by these Loan Terms, the User Agreement, and all other applicable policies, disclosures, and supplemental agreements made available by Blockchain.com from time to time, including without limitation the Privacy Policy, Cookie Policy, Risk Disclosure Statement, and any product-specific disclosures (collectively, the “Supplemental Agreements”).

Such Supplemental Agreements are incorporated by reference into these Loan Terms and form an integral part hereof. If you do not agree to these Loan Terms or any Supplemental Agreements, you must not access or use the Loan Product.

1.3 Product Description

The Crypto-Backed Loan Product enables eligible users to obtain a loan denominated in supported stablecoins by transferring supported Digital Assets to Blockchain.com as collateral.

The Loan Product is a limited recourse lending arrangement subject to the terms set out herein. Your liability under these Loan Terms is limited to the Collateral, and Blockchain.com shall have no recourse against you in respect of any shortfall remaining after Liquidation, save that, where any such shortfall arises wholly or partly from your fraud, wilful default, or material breach of any representation, warranty, or covenant under these Loan Terms, Blockchain.com shall have full recourse against you for that shortfall as a debt payable on demand. Your obligations under the Loan Product may include repayment obligations, collateral maintenance obligations, margin requirements, and other obligations as set forth in these Loan Terms.

Blockchain.com may determine, in its sole discretion, which Digital Assets are eligible as collateral, applicable Loan-to-Value ratios, liquidation thresholds, interest rates, fees, jurisdictional availability, and all other operational parameters of the Loan Product, and may amend the same from time to time without prior notice where permitted by Applicable Law.

Nothing in these Loan Terms shall be construed as an obligation on Blockchain.com to provide any loan, extend any credit facility, or maintain the availability of the Loan Product. Notwithstanding any other provision of these Loan Terms, your liability for Outstanding Obligations is limited to the value of the Collateral and any other assets you have transferred to Blockchain.com under these Loan Terms. Blockchain.com shall have no recourse to your other assets, including any assets held by any Regulated Affiliate.

1.4 Sole Counterparty

The Loan Product is provided solely by Blockchain Capital Solutions (Cayman) Limited. No other entity within the Blockchain.com group is a party to these Loan Terms or provides the Loan Product, including, without limitation, Blue Cube (Malta) Limited.

No other entity acts as a lender, originator, distributor, marketer, agent, introducer, intermediary, custodian, sub-custodian, paying agent, settlement agent, or service provider in connection with the Loan Product.

2. DEFINITIONS

For the purposes of these Loan Terms:

“Collateral” means any supported Digital Assets transferred by you to Blockchain.com in connection with the Loan Product for the purpose of securing your obligations under these Loan Terms.

“Collateral Wallet” means a wallet, account, or internal ledger owned, controlled, and operated by Blockchain Capital Solutions (Cayman) Limited, or by a third-party custodian appointed directly by it that is not a Regulated Affiliate, for the holding of Collateral. The Collateral Wallet is wholly distinct from, and shall not be confused with, any wallet, account, or ledger operated by any Regulated Affiliate.

“Event of Default” means any event specified in Section 9 or A.2, Annex 1 of these Loan Terms.

“Fees” means any fees, charges, spreads, network fees, service fees, rollover fees, liquidation fees, repayment fees, or other amounts payable by you to Blockchain.com in connection with the Loan Product, as indicated on the Blockchain.com platform or otherwise communicated to you from time to time.

“Initial Loan-to-Value Ratio” or “Initial LTV” means the maximum ratio determined by Blockchain.com at the time a Loan is originated between the principal amount of the Loan and the market value of the posted Collateral.

“Liquidation” (or “Liquidate”) means the sale, exchange, transfer, or other disposal by Blockchain.com of the entirety of your Collateral in accordance with these Loan Terms.

“Liquidation Threshold” means a Loan-to-Value ratio of 95%.

“Loan” means any fiat currency and/or supported Digital Asset credit facility made available to you by Blockchain.com under the Loan Product, together with all accrued interest, Fees, and other Outstanding Obligations.

“Loan-to-Value Ratio” or “LTV” means the ratio, as determined by Blockchain.com in its sole discretion, between the Outstanding Obligations and the market value of the relevant Collateral.

“LTV Alert” means a notification by Blockchain.com that your LTV has gone above certain LTV thresholds and may be nearing the Liquidation Threshold.

“Outstanding Obligations” means all amounts owed by you to Blockchain.com under the Loan Product, including without limitation principal, accrued interest, Fees, costs, expenses, indemnities, and any other liabilities arising under these Loan Terms.

“Permitted Rehypothecation” means any use, transfer, pledge, lending, staking, rehypothecation, encumbrance, or other disposition of Collateral by Blockchain.com in accordance with these Loan Terms.

“Regulated Affiliate” means any affiliate of Blockchain.com that holds a banking, payment institution, e-money institution, securities, investment services, consumer credit, or crypto-asset service provider authorisation, registration, or licence in any jurisdiction, including without limitation Blue Cube (Malta) Limited.

“Repayment Amount” means the total amount required to satisfy all Outstanding Obligations in full.

“Supported Assets” means such Digital Assets, fiat currencies, and stablecoins as Blockchain.com may support for the Loan Product from time to time.

“Voluntary Repayment” means any repayment initiated by you prior to maturity or enforcement.

Singular terms include the plural and vice versa. References to persons include individuals, corporations, partnerships, and other legal entities.

3. ELIGIBILITY AND ONBOARDING

3.1 Eligibility Requirements

In order to access or use the Loan Product, you represent, warrant, and undertake on a continuing basis that:

1. you are at least eighteen (18) years old or the age of legal majority required under your local law, whichever is higher, and have full legal capacity to enter into these Loan Terms;
2. you are not located in, organized in, resident of, or otherwise subject to any jurisdiction where the Loan Product is prohibited, restricted, or unavailable;
3. you are not subject to any sanctions administered by any relevant governmental authority, including without limitation OFAC, the European Union, the United Nations, the United Kingdom, or any equivalent authority;
4. all Collateral transferred by you is lawfully owned by you, free and clear of any liens, encumbrances, claims, or third-party rights;
5. the source of funds and source of wealth relating to your use of the Loan Product are lawful and compliant with Applicable Law;
6. you are acting for your own account and not on behalf of any third party unless expressly disclosed to and approved by Blockchain.com;
7. you comply at all times with all Applicable Law relevant to your use of the Loan Product, including tax, exchange control, reporting, anti-money laundering, and sanctions requirements.

Blockchain.com may refuse access to the Loan Product at its sole discretion.

3.2 KYC and Compliance

As part of our compliance program and Applicable Law obligations, Blockchain.com may require you to provide information, documentation, and evidence relating to identity verification, source of wealth, source of funds, beneficial ownership, tax status, and any other information we reasonably deem necessary.

Blockchain.com may conduct ongoing due diligence, transaction monitoring, sanctions screening, and periodic re-verification during the entire duration of the Loan Product.

Failure to provide requested information, delays in responding, incomplete responses, or any concerns arising from compliance reviews may result in suspension, restriction, refusal, mandatory repayment, liquidation of Collateral, termination of the Loan Product, or any other action Blockchain.com deems appropriate.

You acknowledge that Blockchain.com may disclose relevant information to regulators, law enforcement agencies, custodians, counterparties, or service providers where required by Applicable Law.

4. COLLATERAL TRANSFER

4.1 Transfer of Title

By transferring Collateral to Blockchain.com in connection with the Loan Product, you irrevocably transfer to Blockchain.com full legal and beneficial title to such Collateral, free and clear of any liens, claims, encumbrances, or third-party interests.

Such transfer constitutes an absolute transfer of ownership and not the granting of a security interest, pledge, custody arrangement, trust arrangement, or other limited proprietary right.

Your rights in respect of the transferred Collateral shall be limited exclusively to your contractual rights under these Loan Terms, including the right, subject to full satisfaction of all Outstanding Obligations, to receive the return of equivalent assets and not the identical assets originally transferred.

4.2 No Segregation of Collateral

Collateral transferred to Blockchain.com may be pooled with assets belonging to other users, affiliates, counterparties, custodians, or Blockchain.com itself, and shall not be held in a segregated account or separately identifiable wallet unless expressly required by Applicable Law.

You acknowledge and agree that Blockchain.com shall have no obligation to maintain the same Digital Assets originally transferred by you and may satisfy any return obligation by delivering equivalent assets of the same type and amount, subject to these Loan Terms.

For the avoidance of doubt, no Regulated Affiliate shall act as custodian, sub-custodian, or holder of pooled Collateral in connection with the Loan Product.

4.3 Rehypothecation Rights

Blockchain.com shall have the unrestricted right, without further notice or consent, to use, lend, pledge, stake, rehypothecate, transfer, assign, commingle, encumber, or otherwise dispose of any Collateral for its own account or for the account of affiliates, custodians, lenders, liquidity providers, or other counterparties. Such use may include, without limitation:

1. treasury and liquidity management;
2. collateral posting with third parties;
3. secured or unsecured financing transactions;
4. lending, borrowing, and staking arrangements;
5. risk management and hedging operations; and
6. any other commercial purpose determined by Blockchain.com.

You acknowledge that, as a result of such Permitted Rehypothecation, you may be exposed to counterparty, insolvency, and rehypothecation risks.

5. LOAN DISBURSEMENT

5.1 Loan Advance

Subject to these Loan Terms and Blockchain.com’s sole discretion, Blockchain.com may make available Loans denominated in supported Digital Assets, including stablecoins.

The amount of any Loan, the applicable LTV, interest rate, repayment schedule, maturity date, and all other commercial terms shall be determined by Blockchain.com and communicated to you through the relevant Blockchain.com interface or otherwise in writing.

No Loan shall be deemed approved until Blockchain.com has expressly confirmed the same.

5.2 No Obligation to Lend

Blockchain.com shall have no obligation to originate any Loan, increase any existing Loan, permit any drawdown, renew any facility, or continue offering the Loan Product.

Blockchain.com may refuse, delay, suspend, or cancel any Loan request, renewal, or increase at any time and for any reason, including for risk management, liquidity, market conditions, compliance concerns, or regulatory requirements, without liability to you.

5.3 Fees and Interest

You agree to pay all applicable interest and Fees associated with the Loan Product, including without limitation:

1. interest accruing on the outstanding principal;
2. service and administration fees;
3. repayment and rollover fees;
4. liquidation-related fees;
5. network and transfer fees; and
6. any other Fees disclosed by Blockchain.com from time to time.

Interest may accrue daily and may be charged, capitalized, debited from available balances, deducted from Collateral proceeds, or otherwise collected by Blockchain.com in its sole discretion.

Blockchain.com may amend applicable Fees and interest rates from time to time in accordance with Applicable Law and the User Agreement. The amount of any Loan, the applicable LTV, interest rate, repayment schedule, maturity date, and all other commercial terms shall be determined by Blockchain.com and communicated to you through the relevant Blockchain.com interface or otherwise in writing.

Interest accrues daily on the outstanding principal amount of each Loan. The daily interest amount is calculated by reference to a determination of the outstanding principal taken at or about the time at which the Loan was originated (the “Origination Timestamp”), within a window of plus or minus 10 minutes around that time. Any change in the applicable interest rate — whether arising from a change in your tier classification, a change in the applicable LTV moving above or below 25%, or any other change permitted under these Loan Terms — takes effect from the Origination Timestamp of the day following the day on which the change occurs.

Where the applicable interest rate for any outstanding Loan changes as a result of (i) a change in your tier classification, (ii) the applicable LTV moving above or below the 25% threshold, or (iii) an adjustment by Blockchain.com of the applicable rate within the range stated in the Rate Schedule for your category, Blockchain.com shall notify you of such change through one or more of the following channels: the Blockchain.com platform interface, email to the address on file, push notification through the Blockchain.com mobile application, or such other communication method as Blockchain.com may designate from time to time.

5.4 Dynamic Pricing and Rate Adjustments

The interest rates applicable to your Loan are set out in Schedule 2 (the “Rate Schedule”). The applicable rate depends on (i) your tier classification (as either a VIP or a Non-VIP customer, as determined by Blockchain.com from time to time) and (ii) whether the applicable LTV is at or below 25%, or above 25%. The factors set out in this clause 5.4 inform Blockchain.com’s determination of the applicable rate within the range stated in the Rate Schedule for the Non-VIP / LTV above 25% category, and Blockchain.com’s determination of your tier classification.

Interest rates applicable to any Loan may vary based on factors determined by Blockchain.com, including without limitation:

1. the amount of the Loan;
2. the value or type of posted Collateral;
3. the applicable Loan-to-Value Ratio (LTV);
4. your trading volume, account activity, relationship status, or tier classification;
5. your classification as a private, wealth or other client segment;
6. market conditions, funding costs, liquidity conditions, or treasury considerations; and
7. any promotional, preferential, or individually negotiated commercial terms.

Blockchain.com may apply different rates to different users and may modify such rates, pricing tiers, thresholds, or eligibility criteria at any time in accordance with Applicable Law.

6. LOAN-TO-VALUE MONITORING

6.1 Continuous Monitoring

Blockchain.com continuously monitors the Loan-to-Value Ratio (“LTV”) of each Loan using its internal pricing methodology, valuation models, liquidity assessments, and market data sources.

For the purposes of determining LTV, Blockchain.com may rely on pricing information obtained from exchanges, liquidity providers, custodians, internal risk systems, or any other source it deems appropriate in its sole discretion.

All valuations, pricing determinations, and LTV calculations made by Blockchain.com shall be final and binding. You acknowledge that market volatility may cause rapid changes in the value of Collateral and that LTV may change significantly without prior notice.

The LTV is calculated to seven decimal places. Blockchain.com does not round the calculated LTV upwards in any threshold determination under these Loan Terms; a calculated LTV that, taken to seven decimal places, is below a stated threshold (including 25%, 75%, 80%, or 95%) is not treated as having reached or exceeded that threshold.

6.2 LTV Alerts

Blockchain.com will issue an LTV Alert if the applicable LTV reaches or exceeds (i) 80%; (ii) 85%; or (iii) 90%. Blockchain.com will use reasonable endeavours to issue an LTV Alert as soon as practicable once the aforementioned thresholds are reached, but shall not be liable for any failure or delay issuing an LTV Alert.

If the applicable LTV exceeds the threshold determined by Blockchain.com from time to time, Blockchain.com may request that you:

1. transfer additional Collateral;
2. make a partial repayment of the Loan; or
3. take any other action necessary to restore the required LTV.

For the avoidance of doubt, Loan management is your sole and exclusive responsibility.

7. LIQUIDATION

7.1 Liquidation at Liquidation Threshold

Where the applicable LTV reaches or exceeds the Liquidation Threshold, Blockchain.com may, without prior notice, effect a Liquidation.

Liquidation shall consist of the sale, exchange, transfer, or other disposal of the entirety of your Collateral, in such manner, at such time, and through such venues as Blockchain.com determines in its sole discretion. The proceeds of Liquidation shall be applied to satisfy the Outstanding Obligations, together with any Fees, costs, expenses, and indemnities arising in connection with the Liquidation.

Any surplus remaining after such application shall be returned to you, subject to these Loan Terms. Blockchain.com does not guarantee that any surplus will remain or be recoverable.

Blockchain.com shall not partially liquidate, and shall not be obliged to consider any partial liquidation of, the Collateral as an alternative to Liquidation under this clause 7.1.

7.2 Additional Grounds for Liquidation

Without limiting clause 7.1, Blockchain.com may effect a Liquidation at any time where Blockchain.com determines, in its sole discretion, that immediate Liquidation is necessary or appropriate, including in circumstances involving:

1. extreme market volatility;
2. insufficient market liquidity;
3. execution delays or slippage;
4. market dislocation or trading interruptions;
5. mass liquidations affecting multiple users;
6. third-party liquidation events;
7. operational failures or infrastructure disruptions;
8. insolvency or counterparty risk;
9. fraud, sanctions, or compliance concerns; or
10. legal, regulatory, or supervisory requirements.

You acknowledge and agree that, in such circumstances, you may lose all posted Collateral and Blockchain.com shall have no obligation to preserve any surplus value.

7.3 No Liability for Liquidation Outcomes

Blockchain.com shall not be liable for any losses arising from or relating to:

1. the timing of any liquidation;
2. the execution venue or execution method;
3. market price movements;
4. slippage, spread, or price deterioration;
5. failed or delayed execution;
6. oracle failures or pricing discrepancies;
7. blockchain congestion;
8. third-party actions or failures; or
9. any reduction in the value of Collateral before, during, or after liquidation.

You acknowledge that liquidation may occur during periods of severe market stress and that realized liquidation values may differ materially from displayed market prices.

8. REPAYMENT

8.1 Voluntary Repayment

You may, subject to applicable minimum thresholds and operational requirements, voluntarily repay all or part of your Outstanding Obligations at any time. Voluntary Repayment may include repayment of:

1. principal;
2. accrued interest;
3. Fees; and
4. any other Outstanding Obligations due under these Loan Terms.

Blockchain.com may determine the accepted repayment methods, supported repayment assets, minimum repayment amounts, and applicable repayment fees from time to time.

Partial repayment shall not affect Blockchain.com’s rights under these Loan Terms unless expressly confirmed by Blockchain.com.

8.2 Mandatory Repayment

Blockchain.com may require immediate repayment of all or part of the Outstanding Obligations at any time, including where:

1. an Event of Default occurs;
2. Blockchain.com determines that continued exposure creates material market, legal, regulatory, or operational risk;
3. sanctions, AML, fraud, or compliance concerns arise;
4. required onboarding or KYC information is not provided;
5. Applicable Law changes affect the Loan Product; or
6. Blockchain.com discontinues the Loan Product.

Failure to satisfy a mandatory repayment request may result in immediate liquidation of Collateral without further notice.

8.3 Return of Remaining Collateral

Following full repayment of all Outstanding Obligations and subject to these Loan Terms, Blockchain.com shall return any remaining Collateral, if any, by transferring equivalent assets and not necessarily the identical assets originally transferred.

Blockchain.com shall have no obligation to return Collateral where:

1. Outstanding Obligations remain unpaid;
2. legal or regulatory restrictions apply;
3. sanctions or compliance reviews remain unresolved; or
4. any right of set-off, combination, or netting under these Loan Terms is exercisable only as between you and Blockchain.com, and shall not extend to any assets, balances, or obligations as between you and any Regulated Affiliate. No Regulated Affiliate has any right of set-off in respect of the Loan Product.

Any return of Collateral shall be subject to applicable network fees, withdrawal fees, transfer restrictions, and operational requirements.

9. EVENTS OF DEFAULT

Each of the following shall constitute an Event of Default:

1. failure to repay any Outstanding Obligations when due;
2. seizure, attachment, freezing, or restriction affecting your assets;
3. breach of any representation, warranty, covenant, or obligation under these Loan Terms, the User Agreement, or any Supplemental Agreement;
4. provision of false, misleading, incomplete, or inaccurate information;
5. fraud, misconduct, or suspected unlawful activity;
6. sanctions exposure or regulatory prohibition;
7. failure to satisfy onboarding, KYC, AML, tax, or compliance requirements;
8. insolvency, bankruptcy, administration, liquidation, dissolution, or similar proceedings involving you; or
9. death, incapacity, or legal disability where relevant;

Upon an Event of Default, Blockchain.com may immediately exercise any rights available under these Loan Terms, Applicable Law, or otherwise, including liquidation of Collateral, suspension of services, termination of the Loan Product, and recovery of all Outstanding Obligations.

10. RISK DISCLOSURES

You acknowledge and agree that the Loan Product involves significant risks, including the risk of partial or total loss of your Collateral. Without limitation, such risks include:

1. market volatility risk, including rapid declines in the value of Collateral;
2. forced liquidation risk, including the risk that, upon the applicable LTV reaching the Liquidation Threshold, the entirety of your Collateral will be retained by Blockchain.com in full and final satisfaction of the Outstanding Obligations, without prior notice, regardless of the value of the Collateral at that time and without any return of value to you;
3. rehypothecation risk, including exposure to insolvency or default of custodians, counterparties, affiliates, or third parties;
4. liquidity risk, including inability to execute transactions at expected prices;
5. stablecoin risk, including de-pegging, issuer failure, regulatory action, or redemption limitations;
6. custody and operational risk, including infrastructure failures, cyber incidents, wallet failures, and transfer errors;
7. legal and regulatory risk, including changes in Applicable Law affecting the Loan Product or your rights;
8. tax risk, including adverse tax consequences and reporting obligations;
9. no deposit protection risk, including the absence of deposit insurance, investor compensation schemes, or similar protections;
10. title transfer risk, including the transfer of full ownership of Collateral to Blockchain.com and the resulting loss of proprietary rights in the original assets transferred; and
11. forfeiture risk, including the risk that, upon Liquidation, you forfeit the entirety of your Collateral irrespective of whether its value at that time, or its value when subsequently sold or otherwise realised by Blockchain.com (if at all), exceeds the Outstanding Obligations; you have no entitlement to any such excess value, to any subsequent appreciation in the value of the Collateral, or to any proceeds of any sale or other realisation; and Blockchain.com retains any such excess value as a liquidation fee.

You acknowledge that Blockchain.com does not provide investment, tax, legal, accounting, or financial advice, and that you have independently assessed the suitability of the Loan Product.

11. REPRESENTATIONS, WARRANTIES AND COVENANTS

As a material inducement for Blockchain.com to provide the Loan Product, you represent, warrant, and covenant to Blockchain.com on a continuing basis for so long as any Loan remains outstanding that:

1. all information and documentation provided by you is true, accurate, complete, and not misleading;
2. you have full legal capacity, authority, and power to enter into these Loan Terms and perform your obligations hereunder;
3. you are the sole legal and beneficial owner of all Collateral transferred to Blockchain.com, free and clear of any lien, pledge, charge, encumbrance, or third-party claim;
4. all funds and Digital Assets used in connection with the Loan Product derive from lawful sources and comply with all Applicable Law;
5. you are acting as principal and for your own account and not as agent, nominee, trustee, or intermediary for any third party unless expressly disclosed to and approved by Blockchain.com;
6. where required by Applicable Law or applicable exemptions, the Loan is entered into for business, investment, treasury, or professional purposes and not for personal, family, household, or consumer purposes;
7. you understand the risks associated with the Loan Product, including the possibility of losing all Collateral, and have made your own independent assessment of its suitability;
8. you are not relying on any representation, statement, advice, recommendation, or opinion made by Blockchain.com other than as expressly set out in these Loan Terms; and
9. your entry into and performance of these Loan Terms does not violate any Applicable Law, court order, contractual restriction, or other legal obligation applicable to you.
10. you have approached Blockchain Capital Solutions (Cayman) Limited at your own initiative for the purpose of accessing the Loan Product and have not been solicited, advised, or marketed to by any Regulated Affiliate in respect of the Loan Product. You understand that the Loan Product is not offered or distributed within the European Economic Area by any Regulated Affiliate.
11. you acknowledge that any references to the Loan Product within any platform, application, or channel branded “Blockchain.com” are made on behalf of Blockchain Capital Solutions (Cayman) Limited only, and that no Regulated Affiliate is responsible for the provision, marketing, or operation of the Loan Product.

Any breach of this Section shall constitute an Event of Default.

12. LIMITATION OF LIABILITY

To the fullest extent permitted by Applicable Law, Blockchain.com and its affiliates, officers, directors, employees, agents, service providers, custodians, counterparties, and licensors shall not be liable to you for any indirect, incidental, consequential, special, punitive, or exemplary damages, including without limitation loss of profits, loss of opportunity, loss of goodwill, loss of expected savings, loss of business, loss of digital assets, or diminution in value of Collateral.

Without limitation, Blockchain.com shall not be liable for any losses arising from or relating to:

1. market volatility or adverse price movements;
2. liquidation timing, execution price, slippage, or liquidation outcomes;
3. rehypothecation, counterparty default, insolvency, or custody failures;
4. blockchain congestion, forks, protocol failures, oracle failures, or network disruptions;
5. delays, failed transactions, partial executions, or operational interruptions;
6. actions taken by regulators, courts, law enforcement agencies, or other governmental authorities;
7. changes in Applicable Law or regulatory treatment of the Loan Product;
8. fraud, cyberattacks, unauthorized access, or security breaches not caused by Blockchain.com’s gross negligence or wilful misconduct; or
9. actions or omissions of third parties, including custodians, third-party protocols, liquidity providers, banking partners, exchanges, and counterparties.

In all cases, Blockchain.com’s total aggregate liability arising under or in connection with these Loan Terms shall not exceed the total amount of Fees actually paid by you to Blockchain.com in connection with the relevant Loan during the twelve (12) months preceding the event giving rise to the claim.

Nothing in these Loan Terms shall exclude liability where such exclusion is prohibited by Applicable Law.

13. INDEMNITY

You agree to fully indemnify, defend, and hold harmless Blockchain.com and its affiliates, officers, directors, employees, agents, custodians, service providers, and counterparties from and against any and all claims, liabilities, losses, damages, penalties, fines, judgments, costs, and expenses (including reasonable legal fees and enforcement costs) arising out of or relating to:

1. your breach of these Loan Terms, the User Agreement, or any Supplemental Agreement;
2. your violation of Applicable Law;
3. any false, misleading, incomplete, or inaccurate representation made by you;
4. any dispute relating to ownership of Collateral or third-party claims against your assets;
5. sanctions, AML, tax, or regulatory issues arising from your use of the Loan Product; or
6. any enforcement action taken by Blockchain.com in connection with your default or non-compliance.

This indemnity shall survive termination of these Loan Terms and repayment of the Loan.

14. SUSPENSION, TERMINATION AND ENFORCEMENT

Blockchain.com may, at any time and in its sole discretion, without prior notice where permitted by Applicable Law:

1. suspend or restrict your access to the Loan Product;
2. refuse any Loan request, drawdown, renewal, or increase;
3. require immediate repayment of all Outstanding Obligations;
4. liquidate part or all of your Collateral;
5. terminate the Loan Product or your access thereto; and/or
6. take any other action reasonably necessary to protect Blockchain.com’s legal, regulatory, financial, operational, or reputational interests.

Such rights may be exercised, without limitation, where:

1. an Event of Default occurs;
2. compliance, sanctions, fraud, or AML concerns arise;
3. Applicable Law changes affect the Loan Product;
4. operational, liquidity, or market conditions materially deteriorate; or
5. Blockchain.com discontinues the Loan Product.

Termination shall not affect any rights or obligations accrued prior to termination, including repayment obligations, indemnities, limitation of liability provisions, and enforcement rights.

15. TAX

You are solely responsible for determining what taxes, duties, levies, reporting obligations, withholding obligations, or other fiscal consequences may arise from your use of the Loan Product.

Blockchain.com does not provide tax, accounting, or legal advice and makes no representation regarding the tax treatment of any Loan, Collateral transfer, liquidation, repayment, or related transaction.

You shall comply with all Applicable Law relating to tax reporting, declarations, filings, and payments in all relevant jurisdictions.

Where required by Applicable Law, Blockchain.com may deduct, withhold, report, or disclose information relating to your transactions, tax status, or account activity to tax authorities, regulators, or other competent authorities.

Any taxes, duties, or charges imposed in connection with the Loan Product shall be borne exclusively by you.

16. GOVERNING LAW AND DISPUTE RESOLUTION

These Loan Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Cayman Islands, without regard to conflict of laws principles.

Any dispute, controversy, claim, or disagreement arising out of or relating to these Loan Terms, the Loan Product, or the relationship between you and Blockchain.com shall first be addressed through good faith negotiations.

If such dispute cannot be resolved amicably, it shall be finally resolved by binding arbitration seated in the Cayman Islands, in the English language, and administered in accordance with the applicable arbitration rules designated by Blockchain.com from time to time.

You waive, to the fullest extent permitted by Applicable Law, any right to participate in class actions, representative proceedings, or jury trials.

Nothing in this Section shall prevent Blockchain.com from seeking urgent injunctive relief, interim remedies, or enforcement actions before any court of competent jurisdiction.

17. AMENDMENTS

Blockchain.com may amend these Loan Terms, any Supplemental Agreements, and any operational parameters of the Loan Product (including Fees, supported assets, LTV thresholds, liquidation thresholds, and eligibility criteria) at any time.

Any such amendments shall become effective upon posting on the Blockchain.com platform, website, mobile application, or other official communication channel, unless otherwise stated.

Your continued access to or use of the Loan Product following such amendment constitutes your acceptance of the updated terms.

If you do not agree to any amendment, your sole remedy is to cease using the Loan Product and repay all Outstanding Obligations in accordance with these Loan Terms.

18. MISCELLANEOUS

18.1 Entire Agreement

These Loan Terms, together with the User Agreement and all Supplemental Agreements, constitute the entire agreement between you and Blockchain.com in relation to the Loan Product and supersede all prior discussions, understandings, and agreements relating thereto.

18.2 Assignment

You may not assign, transfer, charge, or otherwise dispose of any rights or obligations under these Loan Terms without Blockchain.com’s prior written consent.

Blockchain.com may assign, novate, transfer, or delegate any of its rights or obligations under these Loan Terms to any affiliate, successor, purchaser, or third party without your consent.

18.3 No Waiver

No failure or delay by Blockchain.com in exercising any right, remedy, power, or privilege under these Loan Terms shall operate as a waiver thereof.

Any waiver must be in writing and signed by Blockchain.com.

18.4 Severability

If any provision of these Loan Terms is determined to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect.

18.5 Survival

Any provisions which by their nature should survive termination shall survive termination, including without limitation provisions relating to repayment, liquidation, indemnity, limitation of liability, dispute resolution, and tax.

18.6 Notices

Blockchain.com may provide notices to you through the platform, email, mobile application, or any other contact details provided by you.

You are responsible for ensuring that your contact details remain accurate and up to date.

18.7 Electronic Consent

You consent to the use of electronic signatures, electronic records, and electronic communications for all matters relating to the Loan Product.

Such electronic records shall have the same legal effect as physical documents and handwritten signatures.

18.8 Force Majeure

Blockchain.com shall not be liable for any delay, failure, suspension, or inability to perform arising from causes beyond its reasonable control, including without limitation market disruptions, cyber incidents, war, sanctions, governmental action, regulatory intervention, natural disasters, network failures, banking interruptions, blockchain events, or third-party service failures.

Annex 1 — United Kingdom Provisions

This Annex 1 supplements and forms part of the Crypto-Backed Loans Terms and Conditions (the “Loan Terms”) and applies to borrowers ordinarily resident in the United Kingdom. Capitalised terms used but not otherwise defined in this Annex have the meanings given to them in the Loan Terms. In the event of conflict between this Annex and the body of the Loan Terms, this Annex prevails for the borrowers to whom it applies.

A1. The Lender

The lender under these Loan Terms is Blockchain Capital Solutions (Cayman) Limited (the “Lender”). The Loan Product is offered, originated, and serviced exclusively by the Lender. Other entities within the Blockchain.com group may provide separate services to you under separate agreements; no such entity is a party to these Loan Terms, and no rights or obligations under those separate agreements extend to the Loan Product.

A2. Eligibility

You may only use the Loan Product if you are either:

1. a body corporate, a limited liability partnership, or a partnership consisting wholly of bodies corporate; or
2. an individual, or a partnership or unincorporated body of two or three persons including at least one individual (a “Personal Borrower”).

Where you are a Personal Borrower, you may only use the Loan Product if:

1. the credit made available to you under these Loan Terms exceeds £25,000, measured in pounds sterling at the prevailing market rate as at the date of these Loan Terms;
2. you are entering into these Loan Terms wholly or predominantly for the purposes of a business carried on, or intended to be carried on, by you, and not for any personal, family, or household purpose; and
3. you have made the declaration set out in Schedule 1, which remains true and accurate.

The specific credit limit applicable to you (the “Credit Limit”) is set and communicated to you by the Lender, and shall in all cases satisfy the condition in clause A2(b)(i). The Credit Limit may be reduced, suspended, or withdrawn by the Lender on notice. Individual Loans drawn under these Loan Terms are subject to the Credit Limit, your Collateral, and the Lender’s discretions under the Loan Terms; the principal amount of any individual Loan may be more or less than £25,000.

The matters in this clause A2 are continuing representations and warranties. Any breach is an Event of Default and entitles the Lender to require immediate repayment and to liquidate Collateral. You will notify the Lender promptly if any matter in this clause A2 ceases to be true.

A3. Borrower acknowledgments

You confirm and agree that:

1. you have approached the Lender at your own initiative for the purpose of accessing the Loan Product, and you have not been solicited or advised in respect of the Loan Product by the Lender or any of its affiliates;
2. the Lender has not provided you with investment, tax, legal, or financial advice; you have made your own independent assessment of the suitability of the Loan Product; and you have taken such professional advice as you consider appropriate;
3. the Loan Product is offered on commercial terms to business and professional users; it is not a retail or consumer product; you are not entering into the Loan Product as a consumer for personal, family, or household purposes; and you will not assert any consumer status in respect of the Loan Product; and
4. the Loan Product is not covered by any consumer compensation, deposit protection, investor protection, or ombudsman scheme; you have no entitlement to any such scheme in respect of the Loan Product, the Collateral, or any other matter under these Loan Terms.

A4. Business Purpose Declaration

Where you are a Personal Borrower, the declaration set out in Schedule 1 (the “Business Purpose Declaration”) is made by you on acceptance of these Loan Terms. The Business Purpose Declaration is treated as signed by you on your acceptance of these Loan Terms and is reaffirmed by you each time you request a drawing of credit under these Loan Terms. The Lender may at any time require evidence of the business purpose of any Loan, including details of your business and the intended use of the proceeds; the Lender may refuse or terminate any Loan if it is not satisfied as to such matters.

A5. Reasonable conduct

In the exercise of any discretion under the Loan Terms (including in respect of valuation, Loan-to-Value Ratios, Liquidation Thresholds, interest rates, Fees, LTV Alerts, liquidation, and amendments), the Lender shall act in a commercially reasonable manner, having regard to prevailing market conditions and prudent risk management. This clause does not (i) entitle you to dispute any individual exercise of discretion, (ii) require the Lender to give prior notice or reasons in respect of any decision, or (iii) confer any independent cause of action upon you; it records only the contractual standard against which the parties’ commercial relationship is to be assessed.

A6. Tax

All payments by you under these Loan Terms shall be made free and clear of, and without deduction or withholding for, any taxes, unless required by law. If you are required by law to make any such deduction or withholding, the amount payable shall be increased so that the Lender receives a net amount equal to the amount it would have received absent the deduction or withholding. You shall indemnify the Lender on a full indemnity basis against any tax imposed in connection with the Loan Product to the extent attributable to your tax residence, status, or actions.

A7. Data

Your personal data may be transferred between Blockchain.com group entities and to third-party service providers, including to recipients outside the United Kingdom, in connection with the Loan Product. Such transfers are made under appropriate legal safeguards in compliance with applicable data protection law and are necessary for the performance of these Loan Terms.

A8. Governing law

Clause 16 of the Loan Terms (Cayman Islands governing law and arbitration) applies in full. Nothing in these Loan Terms restricts the application of any rule of law of your jurisdiction of habitual residence whose application cannot be excluded by agreement.

A9. Survival

Clauses A2, A3, A6, and A8 of this Annex shall survive termination of these Loan Terms.

Annex 2 — United States Provisions

This Annex 2 supplements and forms part of the Loan Terms and applies to borrowers who are residents of, or are otherwise located in, the United States. Capitalized terms used but not otherwise defined in this Annex have the meanings given to them in the Loan Terms. In the event of any conflict between this Annex and the body of the Loan Terms, this Annex prevails for the borrowers to whom it applies.

A1. The Lender

The lender under these Loan Terms is Blockchain Capital Solutions (Cayman) Limited (the “Lender”). The Loan Product is offered, originated, and serviced exclusively by the Lender. Other entities within the Blockchain.com group may provide separate services to you under separate agreements; no such entity is a party to these Loan Terms, and no rights or obligations under those separate agreements extend to the Loan Product.

A2. Geographic Availability

The Loan Product is available only to borrowers who are residents of, or are located in, the following states and territories (each an “Eligible State”):

Blockchain.com may update the list of Eligible States from time to time. Attempting to access the Loan Product from an Ineligible State, or the use of VPNs or other tools to circumvent geographic restrictions, is prohibited and constitutes an Event of Default.

A3. Eligibility

You may only use the Loan Product if you satisfy all of the following conditions on a continuing basis:

1. you are a resident of, or are located in, an Eligible State;
2. you are entering into these Loan Terms wholly or predominantly for business, commercial, or investment purposes and not for any personal, family, or household purpose; and
3. you have completed and submitted the Business Purpose Declaration set out in Schedule 2, which you represent and warrant to be true, accurate, and complete.

The matters in this clause A3 are continuing representations and warranties. Any breach constitutes an Event of Default and entitles Blockchain.com to require immediate repayment and to liquidate Collateral. You will notify Blockchain.com promptly if any matter in this clause A3 ceases to be true.

A4. Business Purpose Declaration

As a condition of accessing the Loan Product, you are required to complete and submit the Business Purpose Declaration set out in Schedule 2. The Business Purpose Declaration is incorporated by reference into these Loan Terms and constitutes a material inducement for Blockchain.com to extend any Loan.

By submitting the Business Purpose Declaration, you confirm that you have read and understood it in full and that it is true, accurate, and complete. You reaffirm the Business Purpose Declaration each time you request a drawing of credit under these Loan Terms. Blockchain.com may at any time require evidence of the business purpose of any Loan, including details of your business activities and the intended use of Loan proceeds. Blockchain.com may refuse or terminate any Loan if it is not satisfied as to such matters or if it determines, in its sole discretion, that any Loan may be used for personal, family, or household purposes.

A5. Borrower Acknowledgements

You confirm and agree that:

1. the Loan Product is not a consumer loan; it is a commercial or business-purpose transaction to which federal and state consumer lending and consumer protection laws do not apply, and you will not assert any consumer status in respect of the Loan Product;
2. you have not been specifically solicited, advised, or marketed to by Blockchain.com or any of its affiliates in connection with the Loan Product; you have approached Blockchain.com at your own initiative;
3. the Loan Product is not covered by any deposit insurance scheme (including FDIC or NCUA protection), investor compensation scheme, or equivalent protection; you have no entitlement to any such scheme in respect of the Loan Product, the Collateral, or any other matter under these Loan Terms;
4. Blockchain.com has not provided you with investment, tax, legal, or financial advice; you have made your own independent assessment of the suitability of the Loan Product; and you have taken such professional advice as you consider appropriate; and
5. you understand that the Loan Product involves significant risks, including the risk of forced liquidation of all posted Collateral without prior notice, and you are capable of bearing such risks.

A6. Reasonable Conduct

In the exercise of any discretion under the Loan Terms (including in respect of valuation, Loan-to-Value Ratios, Liquidation Thresholds, interest rates, Fees, LTV Alerts, liquidation, and amendments), Blockchain.com shall act in a commercially reasonable manner, having regard to prevailing market conditions and prudent risk management. This clause does not (i) entitle you to dispute any individual exercise of discretion, (ii) require Blockchain.com to give prior notice or reasons in respect of any decision, or (iii) confer any independent cause of action upon you; it records only the contractual standard against which the parties’ commercial relationship is to be assessed.

A7. Dispute Resolution and Governing Law

These Loan Terms and this Annex, and any non-contractual obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the state of Texas, without regard to conflict of laws principles, consistent with the governing law applicable to U.S. residents under Section 17 of the User Agreement. Nothing in these Loan Terms restricts the application of any mandatory rule of the law of your state of residence whose application cannot be excluded by agreement.

A8. Tax

You are solely responsible for determining what US federal, state, and local tax, reporting, withholding, and filing obligations may arise in connection with your use of the Loan Product, including in respect of any Collateral transfer, Loan disbursement, interest payment, liquidation, or repayment.

Blockchain.com does not provide tax, accounting, or legal advice and makes no representation regarding the tax treatment of any transaction under the Loan Product. You should seek independent professional advice regarding your tax position.

A9. Data

Your personal data may be processed by Blockchain.com, Inc. and transferred to other Blockchain.com group entities and to third-party service providers, including to recipients outside the United States, in connection with the Loan Product. Such transfers are subject to appropriate legal safeguards in compliance with applicable US data protection and privacy law and are necessary for the performance of these Loan Terms. Please refer to the Blockchain.com Privacy Policy for further information about how we process your data.

A10. Survival

Clauses A3, A5, A6, A7, A8, A9, and A10 of this Annex shall survive termination of these Loan Terms.

Schedule 2 — Rate Schedule

The interest rate applicable to any Loan is determined by reference to (i) your tier classification (VIP or Non-VIP), as determined by Blockchain.com from time to time, and (ii) the applicable Loan-to-Value Ratio.

Rate categories:

1. VIP, LTV at or below 25%: 0.00% per annum.
2. VIP, LTV above 25%: 8.40% per annum.
3. Non-VIP, LTV at or below 25%: 1.90% per annum.
4. Non-VIP, LTV above 25%: variable, in the range from 8.90% per annum to 13.00% per annum. Within that range, the rate is determined by Blockchain.com from time to time having regard to market conditions, funding costs, liquidity conditions, and treasury considerations, in accordance with clause 5.4.

Rate changes resulting from a change in your tier classification, or from the applicable LTV moving above or below the 25% boundary, take effect in accordance with clause 5.3.

Blockchain.com may amend the categories, rates, and applicable LTV thresholds set out in this Schedule from time to time in accordance with clause 17 of these Loan Terms.

Schedule 1 — Business Purpose Declaration (United Kingdom)

You make the following declaration on acceptance of these Loan Terms:

Declaration for exemption relating to businesses
(articles 60C and 60O of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001)

I am / We are* entering this agreement wholly or predominantly for the purposes of a business carried on by me / us or intended to be carried on by me / us.

I / We* understand that I / We* will not have the benefit of the protection and remedies that would be available to me / us* under the Financial Services and Markets Act 2000 or under the Consumer Credit Act 1974 if this agreement were a regulated agreement under those Acts.

I / We* understand that this declaration does not affect the powers of the court to make an order under section 140B of the Consumer Credit Act 1974 in relation to a credit agreement where it determines that the relationship between the lender and the borrower is unfair to the borrower.

I am / We are* aware that, if I am / we are* in any doubts as to the consequences of the agreement not being regulated by the Financial Services and Markets Act 2000 or the Consumer Credit Act 1974, then I / we* should seek independent legal advice.

*Delete as appropriate.

Schedule 2 — Business Purpose Declaration (United States)

This Schedule 2 forms part of Annex 2. You make the following declaration on acceptance of these Loan Terms, and reaffirm it each time you request a drawing of credit.

BUSINESS PURPOSE DECLARATION

I declare, certify, and represent that the “Loan Agreement” with Blockchain Capital Solutions (Cayman) Limited (“Blockchain.com”) is entered into wholly or predominantly for business, commercial, or investment purposes carried on, or intended to be carried on, by me, and not for any personal, family, or household purpose. I covenant that I will not redirect, repurpose, or permit any portion of the Loan proceeds to be used for any personal, family, or household purposes at any time during the term of the loan.

I understand that this means that I will not have the benefit of the protection and remedies that would be available to me under federal or state consumer protection laws if the loan were primarily for personal, family, or household purposes. Specifically, I understand and expressly acknowledge that, because the loan is for a business or commercial purpose: (a) the federal Truth in Lending Act (“TILA”), 15 U.S.C. § 1601 et seq., and its implementing Regulation Z, 12 C.F.R. Part 1026, do not apply to this transaction, including without limitation any requirements for disclosures, rescission rights, ability-to-repay determinations, or qualified mortgage standards; (b) the Real Estate Settlement Procedures Act (“RESPA”), 12 U.S.C. § 2601 et seq., and its implementing Regulation X, 12 C.F.R. Part 1024, do not apply to this transaction; (c) state consumer lending, installment loan, and consumer protection statutes that by their terms apply only to personal, family, or household purpose credit transactions do not apply to this transaction; (d) the Equal Credit Opportunity Act (“ECOA”) provisions specific to consumer credit, including Regulation B consumer-specific adverse action notice requirements, may not apply or may apply in modified form to this transaction; (e) the Fair Debt Collection Practices Act (“FDCPA”), 15 U.S.C. § 1692 et seq., which applies only to debts incurred primarily for personal, family, or household purposes, does not apply to the collection of obligations arising under this loan; and (f) any other federal or state consumer protection statutes, regulations, or common law doctrines that are limited in scope to consumer transactions do not govern this loan.

I expressly waive any right to assert the applicability of the foregoing consumer protection statutes to this transaction, and agree not to raise any consumer protection statutes, rights, or regulations as a defense, counterclaim, or set-off in any action arising under or relating to the loan.

I have had the opportunity to consult with independent legal, financial, and tax advisors regarding the terms and consequences of this declaration and the loan, and I have either obtained such advice or voluntarily elected not to do so.

I further understand and acknowledge that Blockchain.com is relying on the certifications, representations, and warranties contained in this declaration as a material inducement to extend the loan and enter into the Loan Agreement. I acknowledge that Blockchain.com would not have extended the loan, or would not have extended the loan on the same terms and conditions, absent this declaration. This declaration is incorporated by reference into the Loan Agreement and all related loan documents.

By accepting these Loan Terms, I certify that the information in this declaration and in all related loan documents is true, accurate, and complete in all material respects. I have not omitted any fact that would make the statements herein misleading.

By checking the box confirming acceptance of the Loan Terms, I certify that I have read, understood, and agree to the declaration above. I acknowledge that this action constitutes my legal electronic signature for the purposes of the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and any applicable state electronic signature laws.