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Blockchain.com Options Agreement

Important notice and risk warning

OPTIONS ARE COMPLEX, HIGH-RISK PRODUCTS. YOU MAY LOSE THE ENTIRE PREMIUM YOU PAY FOR AN OPTION, TOGETHER WITH ANY FEES. YOU SHOULD ONLY BUY AN OPTION IF YOU UNDERSTAND HOW IT WORKS AND CAN AFFORD TO LOSE THE FULL AMOUNT PAID.

OPTIONS CANNOT BE SOLD, TRANSFERRED OR CLOSED OUT BEFORE THEY EXPIRE. ONCE YOU BUY AN OPTION, YOU MUST HOLD IT UNTIL ITS EXPIRY TIME.

THE OPTIONS SERVICE IS PROVIDED SOLELY BY BLOCKCHAIN.COM (BVI) II LIMITED AT YOUR SPECIFIC REQUEST. NEITHER WE NOR THE OPTIONS SERVICE ARE LICENSED, AUTHORISED OR SUPERVISED UNDER MICAR, MIFID II OR ANY OTHER REGULATORY REGIME IN THE EUROPEAN UNION OR THE BRITISH VIRGIN ISLANDS, AND YOU WILL NOT BENEFIT FROM ANY REGULATORY PROTECTION OR COMPENSATION SCHEME.

WE ARE YOUR SOLE COUNTERPARTY TO EVERY OPTION AND WE ACT AS PRINCIPAL, NOT AS YOUR AGENT OR BROKER. OPTIONS ARE NOT TRADED ON ANY EXCHANGE OR VENUE, AND YOU HAVE NO RIGHTS AGAINST ANY EXCHANGE, VENUE OR HEDGING COUNTERPARTY.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION. IF WE CANNOT RESOLVE A DISPUTE THROUGH OUR USER OPERATIONS TEAM, THE DISPUTE MUST BE SETTLED IN BINDING ARBITRATION AS SET OUT IN SECTION 16. BY ENTERING INTO THIS AGREEMENT, YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY AND YOUR ABILITY TO PARTICIPATE IN A CLASS ACTION.

1. INTRODUCTION

1.1 This Options agreement (“Options Agreement”) is between Blockchain.com (BVI) II Limited, a company incorporated in the British Virgin Islands (“Blockchain.com”, “we”, “us”, or “our”), and you (and the company you work for if you are accessing Options on behalf of such company) (“you”). It governs your access to and use of the Options service (“Options”), including the Options Account and every Option you purchase from us.

1.2 This Options Agreement is a standalone agreement. It constitutes the sole and entire agreement between you and Blockchain.com (BVI) II Limited in relation to Options. No other Blockchain.com group entity is a party to this Options Agreement or to any Option, and no other Blockchain.com group entity has any obligation or liability to you in connection with Options. You agree that you will not bring any claim in connection with Options against any Blockchain.com group entity other than Blockchain.com (BVI) II Limited.

1.3 To use Options, you must hold a Blockchain.com Account and a Blockchain.com Trading Account. Those accounts are provided to you by the Blockchain.com entity identified in the User Agreement (your “Operating Entity”) and are governed exclusively by the User Agreement. Nothing in this Options Agreement amends the User Agreement, and nothing in the User Agreement applies to Options, except that our Privacy Policy, Cookie Policy and Law Enforcement Policy are incorporated into this Options Agreement by reference. If there is any inconsistency between this Options Agreement and the User Agreement in relation to Options, this Options Agreement prevails.

1.4 By acknowledging the Request Acknowledgement described in Section 4, accepting these terms, or accessing or using Options, you agree that you have read, understood, and accept all of the terms and conditions contained in this Options Agreement.

1.5 You affirm that you are the older of 18 years old or the age of majority as required by your local law and have the capacity to enter into this Options Agreement. If you are accessing Options on behalf of the company you work for, you also affirm you have the proper grant of authority and capacity to enter into this Options Agreement on behalf of such company.

1.6 We may change the terms of this Options Agreement at any time without prior notice. Any changes will take effect immediately when posted (unless specifically indicated otherwise) in the Blockchain.com Interface, and your continued use of Options means you have accepted these changes. However, no change will alter the Strike Price, Expiry Time, Premium, Notional Amount or payoff of an Option you have already purchased, except as described in Sections 9 and 13.

1.7 We grant you a revocable, limited, non-exclusive, non-transferable licence to access and use Options. Your access and use of Options is conditioned on your compliance with this Options Agreement. Access to Options is a privilege, not a right, and we may decline to make Options available to you, or limit, suspend or withdraw your access, at our sole discretion.

2. DEFINITIONS AND INTERPRETATION

2.1 In this Options Agreement, the following capitalised terms have the following meanings. Capitalised terms used but not defined here have the meaning given to them in the User Agreement.

“Blockchain.com Interface” means the Blockchain.com website, mobile and desktop applications and APIs through which we make Options available.

“Call Option” means an Option that is In the Money at its Expiry Time if the Settlement Price is greater than the Strike Price.

“Expiry Time” means the date and time at which an Option expires, as shown in the Quote for that Option.

“Fees” means the Premium Fee and the Settlement Fee, and any other fee shown in the Fee Schedule.

“Fee Schedule” means the schedule of Fees applicable to Options, as published in the Blockchain.com Interface and updated from time to time.

“In the Money” means, at the Expiry Time: (a) for a Call Option, that the Settlement Price is greater than the Strike Price; and (b) for a Put Option, that the Settlement Price is less than the Strike Price. An Option whose Settlement Price is equal to its Strike Price is not In the Money.

“Notional Amount” means the quantity of the Underlying Cryptoasset to which an Option relates, as shown in the Quote.

“Option” means a cash-settled, European-style call or put option on an Underlying Cryptoasset, entered into bilaterally between you and us under this Options Agreement.

“Options Account” means the account we maintain for you under Section 6.1, which records the Options you hold with us and the amounts paid and received in connection with them. Your Options Account does not hold any assets.

“Settlement Fee” means the fee described in Section 10.1(b).

“Premium” means the price, denominated in the Settlement Asset, that you pay us to purchase an Option, as shown in the Quote.

“Premium Fee” means the fee described in Section 10.1(a).

“Put Option” means an Option that is In the Money at its Expiry Time if the Settlement Price is less than the Strike Price.

“Quote” means a firm price we provide to you for a specific Option under Section 7.

“Reference Venue” means the exchange, trading venue, index or other price source we designate from time to time for determining the Settlement Price, as shown in the Blockchain.com Interface.

“Request Acknowledgement” means the acknowledgement described in Section 4.2.

“Restricted Jurisdiction” has the meaning given in Section 3.2.

“Settlement Amount” means the amount payable by us to you on settlement of an Option that is In the Money, calculated under Section 9.

“Settlement Asset” means USDC or such other asset as we may designate from time to time in accordance with Section 6.6.

“Settlement Price” means the price of the Underlying Cryptoasset at the Expiry Time, determined under Section 9.5.

“Strike Price” means the price of the Underlying Cryptoasset, denominated in USD, specified for an Option in the Quote.

“Termination Event” has the meaning given in Section 13.1.

“Underlying Cryptoasset” means the Digital Asset to which an Option relates, being one of the Digital Assets we make available for Options from time to time.

“User Agreement” means the Blockchain.com User Agreement between you and your Operating Entity, as amended from time to time.

2.2 Headings are for convenience only. The words “include” and “including” are to be read without limitation. A reference to a Section is to a Section of this Options Agreement. A reference to USD includes the Settlement Asset where an amount in USD is paid in the Settlement Asset under Section 9.4.

3. ELIGIBILITY AND RESTRICTED JURISDICTIONS

3.1 Eligibility. Options are available only to users who have completed onboarding and verification for their Blockchain.com Account to the level we require, who have given the Request Acknowledgement, and who meet any other eligibility criteria we set from time to time. We may change our eligibility criteria at any time, in our sole and absolute discretion, without notice.

3.2 Restricted Jurisdictions. Options are not available to, and you may not access or use Options if you are, any person who is resident in, located in, incorporated or organised in, or otherwise connected with, any country, state, territory or region that we determine, in our sole and absolute discretion, to be restricted for the purposes of Options from time to time (each a “Restricted Jurisdiction”). Every Restricted Location is also a Restricted Jurisdiction. We may, but are not obliged to, publish information about Restricted Jurisdictions in the Blockchain.com Interface.

3.3 Changes to Restricted Jurisdictions. We may designate any jurisdiction as a Restricted Jurisdiction, or cease to do so, at any time, in our sole and absolute discretion and without prior notice, with immediate effect. If you are unsure whether you are connected with a Restricted Jurisdiction, you must not purchase an Option until you have checked with us.

3.4 Effect of becoming connected with a Restricted Jurisdiction. If a jurisdiction with which you are connected becomes a Restricted Jurisdiction, or you become resident or located in a Restricted Jurisdiction, then:

(a) you must not purchase any further Options;

(b) you must notify us promptly;

(c) we may, at our discretion, either allow your existing Options to run to their Expiry Time and settle in accordance with Section 9, or treat the event as a Termination Event under Section 13; and

(d) we may restrict your Options Account so that you cannot purchase further Options, to the extent permitted by Applicable Law.

3.5 No circumvention. You must not access or use Options from a Restricted Jurisdiction, or use any virtual private network, proxy, location-masking tool or other means to circumvent our restrictions. We may use IP address, device, location and other data to determine your location, and you agree that our determination will be conclusive.

3.6 Local law. The availability of Options in a jurisdiction that is not a Restricted Jurisdiction does not mean that Options are lawful or appropriate for you in that jurisdiction. You are solely responsible for determining whether your access to and use of Options is lawful in your jurisdiction.

4. YOUR SPECIFIC REQUEST FOR OPTIONS

4.1 Options are provided only at your request. We provide Options only to users who specifically request them from us on their own exclusive initiative. Nothing in the Blockchain.com Interface, and no communication from us or any other Blockchain.com group entity, is intended to be, or should be treated as, an offer, invitation, inducement, marketing or solicitation to buy Options. Any information we provide to you about Options is provided only in response to your request.

4.2 Request Acknowledgement. Before you can purchase any Option, you may be required to confirm in the Blockchain.com Interface (the “Request Acknowledgement”) that:

(a) you are specifically requesting that we provide Options to you;

(b) Options are not subject to the same regulatory protections applicable as other services provided to you, and are not provided under any licence;

(c) Options are complex and high risk products, and you have read and understood the risk warnings presented to you in connection with Options, including those set out in the Important Notice and Section 12.

4.3 Repetition. Each time you purchase an Option, you are deemed to repeat each statement in the Request Acknowledgement, by reference to the facts and circumstances existing at that time.

4.4 Notification. You must notify us immediately if any statement in your Request Acknowledgement ceases to be true or accurate. If any statement in your Request Acknowledgement is or becomes untrue or inaccurate, that will be a Termination Event under Section 13.

4.5 Records. We will keep a record of your Request Acknowledgement and of each repetition of it, and our records will be conclusive evidence of it, save in the case of manifest error.

4.6 No other products. Your request relates only to Options. It does not amount to a request for any other product or service, and we will not use your request as a basis to offer you any other product or service.

5. REGULATORY STATUS AND ABSENCE OF REGULATORY PROTECTIONS

5.1 You acknowledge and agree that:

(a) neither Blockchain.com (BVI) II Limited nor Options is licensed, authorised, registered or supervised under the Markets in Crypto-Assets Regulation (MiCAR), the Markets in Financial Instruments Directive (MiFID II), the Markets in Financial Instruments Regulation (MiFIR), or any other financial services regime in any country;

(b) neither Blockchain.com (BVI) II Limited nor Options is licensed, authorised, registered or supervised by the British Virgin Islands Financial Services Commission, including under the Securities and Investment Business Act or the Virtual Assets Service Providers Act;

(c) neither Blockchain.com (BVI) II Limited nor Options is licensed, authorised, registered or supervised by the Malta Financial Services Authority, or by any other European Union or European Economic Area competent authority or regulator (including any national competent authority responsible for supervision under MiCAR or MiFID II); and

(d) Blockchain.com (BVI) II Limited does not hold any licence, authorisation or registration as a crypto-asset service provider, investment firm, investment business, virtual asset service provider, bank or financial institution.

5.2 You acknowledge and agree that you do not benefit from any statutory or regulatory protections that may apply to users of licensed or authorised financial services, including protections relating to appropriateness or suitability assessments, best execution, conflicts of interest, client asset or client money safeguarding, complaints handling by an ombudsman, or any investor compensation or deposit guarantee scheme.

5.3 You acknowledge and agree that any regulatory authorisations, registrations, or licences held by other Blockchain.com group entities (including your Operating Entity) do not apply to Options, and must not be understood as providing oversight, approval, or protection in connection with Options.

5.4 If any regulator or court determines, or we reasonably consider, that any licence, authorisation or registration is required to provide Options in any jurisdiction, we may take any action we consider appropriate, including suspending Options, treating that determination as a Termination Event under Section 13, or amending this Options Agreement.

6. PAYMENTS AND YOUR OPTIONS ACCOUNT

6.1 Your Options Account. When you first give the Request Acknowledgement, we will open an Options Account for you with Blockchain.com (BVI) II Limited. Your Options Account records the Options you hold with us, together with the Premiums, Fees, Settlement Amounts and Termination Amounts paid in connection with them. Your Options Account does not hold any Digital Assets, fiat currency or other assets, and you cannot deposit assets into it or withdraw assets from it.

6.2 Paying for Options. You pay the Premium and the Premium Fee for each Option directly from the Settlement Asset held in your Blockchain.com Trading Account. When you accept a Quote, you authorise and instruct your Operating Entity to debit the Premium and the Premium Fee from your Blockchain.com Trading Account and to pay them to us on your behalf. Payment is complete when the debit is made.

6.3 Nature of payments. Once paid, the Premium and the Premium Fee belong to us outright. We do not hold them on trust or as custodian for you, they are not segregated from our own assets, and we may use them for any purpose, including hedging our exposure under Options. They are not refundable, except as described in Sections 7.9 and 13.2.

6.4 Receiving payments. We will pay any Settlement Amount or Termination Amount owed to you by arranging for it to be credited directly to your Blockchain.com Trading Account. Our obligation to pay that amount is discharged in full once it is credited. From that point, the amount is held in your Blockchain.com Trading Account under the User Agreement, and we have no further responsibility for it.

6.5 If we cannot credit your Trading Account. If your Blockchain.com Trading Account is closed, suspended or restricted, or we are otherwise unable to credit it, we may hold any amount owed to you until we are able to pay it, or pay it by such other means as we reasonably determine. No interest is payable on any amount held. Until an amount is credited, your right to it is an unsecured contractual claim against Blockchain.com (BVI) II Limited.

6.6 Settlement Asset. The Settlement Asset is currently USDC. We may designate a different Settlement Asset by giving you notice. Any change will apply only to Options purchased after the change takes effect, unless the existing Settlement Asset becomes unavailable to us, in which case we may settle existing Options in the new Settlement Asset at a conversion rate we determine in good faith and in a commercially reasonable manner.

6.7 Statements. The Blockchain.com Interface will show your open and settled Options, and the Premium, Fees, Settlement Amount and any Termination Amount for each Option. You must review this information regularly and tell us promptly of any error. Any valuation or unrealised profit or loss shown for an open Option is indicative only and is not a price at which we will buy, close out or otherwise deal in that Option.

6.8 Closing your Options Account. You may ask us to close your Options Account when you hold no open Options. If your Blockchain.com Account or Blockchain.com Trading Account is closed or restricted under the User Agreement, we may restrict or close your Options Account, and Section 13 will apply to any open Options.

7. OPTIONS, QUOTES AND PURCHASES

7.1 What an Option is. Each Option is a bilateral contract between you and us alone, under which you pay us the Premium and, in return, we agree to pay you the Settlement Amount if the Option is In the Money at its Expiry Time. Options are cash-settled in the Settlement Asset. You will never deliver or receive the Underlying Cryptoasset under an Option, and you have no rights in or to any Underlying Cryptoasset or any option or other instrument traded on any exchange or venue. You can only buy Options from us. You cannot sell or write Options to us or to any other person.

7.2 Available Options. We decide, in our sole discretion, which Underlying Cryptoassets, Strike Prices, Expiry Times and Notional Amounts are available, and we may add, change or withdraw any of them at any time without notice.

7.3 Target price tool. The Blockchain.com Interface may let you choose a target price for an Underlying Cryptoasset and show you an Option on either side of that price, together with indicative odds and payout multiples. You acknowledge that:

(a) the Option shown to you will be the listed Option with the nearest available Strike Price, which may differ from your target price;

(b) indicative odds are estimates derived from market prices at the time they are shown. They are not a forecast, prediction or recommendation, and are not a statement of the likelihood of any outcome;

(c) payout multiples are illustrative only. The amount you receive from an Option depends on the Settlement Price, the Strike Price, the Notional Amount and any Fees, and not merely on whether the Underlying Cryptoasset reaches your target price; and

(d) nothing shown in the target price tool is a Quote, and no Option is reserved or priced for you until you request a Quote.

7.4 Quotes. When you request it, we will give you a Quote for a specific Option, showing the Underlying Cryptoasset, whether it is a Call Option or a Put Option, the Strike Price, the Expiry Time, the Notional Amount, the Premium and the Fees. A Quote is valid only for the period shown in the Blockchain.com Interface (currently 30 seconds). A Quote cannot be extended. If a Quote expires before you accept it, you must request a new Quote. We may decline to provide a Quote for any reason, including where our market data is unavailable, stale or unreliable.

7.5 Purchasing an Option. You purchase an Option by accepting a valid Quote. Each purchase is binding and irrevocable once accepted. On acceptance, the Premium and the Premium Fee will be debited from your Blockchain.com Trading Account under Section 6.2, and the Option will be recorded in your Options Account. The Premium shown in the Quote is the Premium you pay. It will not be re-priced after you accept it.

7.6 Insufficient balance. You must hold enough of the Settlement Asset in your Blockchain.com Trading Account to pay the Premium and the Premium Fee when you accept a Quote. If you do not, or if the debit under Section 6.2 cannot be made for any reason, we may reject your acceptance or, if the Option has already been recorded, cancel it, in which case you will have no rights in respect of it.

7.7 Minimum trade size and limits. The minimum Premium for any Option is USD 5, or such other amount as we may set from time to time. We may also set maximum Notional Amounts, Premiums, numbers of open Options and other limits, per Option or in aggregate, and we may change any of them at any time.

7.8 Duplicate instructions. If you submit the same purchase instruction more than once, including because of a network error or a retry, we will treat it as a single instruction. Each instruction must carry a unique identifier generated by the Blockchain.com Interface, and only one Option will be created for each identifier.

7.9 Errors. If a Quote or Option has been priced or recorded on the basis of a manifest error, an error in market data, a technical malfunction or any other obvious error, we may, acting in good faith, cancel the Option and refund the Premium and Premium Fee, or amend the terms of the Option to those that would have applied but for the error. We will notify you as soon as reasonably practicable.

7.10 No advice. We do not provide investment, financial, legal, tax or other advice. We do not assess whether any Option is suitable or appropriate for you. Any decision to purchase an Option is made by you alone.

8. NO SALE, TRANSFER OR EARLY CLOSE-OUT

8.1 Once you have purchased an Option, you must hold it until its Expiry Time. You cannot:

(a) sell, close out, cancel or terminate an Option before its Expiry Time;

(b) sell an Option back to us, or ask us to buy it back or offset it;

(c) transfer, assign, novate, pledge, charge or otherwise dispose of or create any security interest over an Option or any right under it; or

(d) trade an Option on any exchange, trading venue or other market, or with any other person.

8.2 There is no secondary market for Options, and we are under no obligation to create one. Any purported sale, transfer or other dealing in breach of Section 8.1 is void.

8.3 You cannot exercise an Option early or choose whether to exercise it. Exercise happens only automatically at the Expiry Time under Section 9.

8.4 The only circumstances in which an Option may end before its Expiry Time are those described in Sections 7.6, 7.9 and 13.

9. EXPIRY, AUTOMATIC EXERCISE AND SETTLEMENT

9.1 Automatic exercise. Every Option that is In the Money at its Expiry Time will be exercised automatically. No action is required from you. A Call Option is In the Money only if the Settlement Price is above the Strike Price. A Put Option is In the Money only if the Settlement Price is below the Strike Price. You cannot elect not to exercise an Option that is In the Money.

9.2 Options that are not In the Money. An Option that is not In the Money at its Expiry Time, including an Option whose Settlement Price equals its Strike Price, expires worthless. Nothing is payable to you and we retain the Premium and the Premium Fee.

9.3 Settlement Amount. For an Option that is In the Money, the gross settlement amount (the “Gross Settlement Amount”) is:

(a) for a Call Option: (Settlement Price − Strike Price) × Notional Amount; and

(b) for a Put Option: (Strike Price − Settlement Price) × Notional Amount. The Settlement Amount is the Gross Settlement Amount less any Settlement Fee. The Settlement Amount may be less than the Premium you paid, in which case you will make a loss on the Option even though it was In the Money.

9.4 Payment. After the Settlement Price has been determined, we will pay the Settlement Amount in the Settlement Asset by crediting it directly to your Blockchain.com Trading Account under Section 6.4. We calculate all amounts in the Settlement Asset. Settlement normally takes place shortly after the Reference Venue publishes its delivery price, but we do not guarantee any particular settlement time. No interest or compensation is payable for any delay.

9.5 Settlement Price. The Settlement Price is the delivery or settlement price for the Underlying Cryptoasset and the relevant Expiry Time published by the Reference Venue. We may change the Reference Venue at any time. A change will apply only to Options purchased after it takes effect, unless Section 9.6 applies.

9.6 Disruption. If the Reference Venue does not publish a delivery or settlement price within 24 hours after the Expiry Time, or if we determine, acting in good faith, that the published price is manifestly erroneous, or has been affected by a market disruption, suspension, manipulation, hard fork or other extraordinary event, we may:

(a) postpone settlement until a reliable price is available;

(b) determine the Settlement Price ourselves, acting in good faith and in a commercially reasonable manner, by reference to such other venues, indices or sources as we consider appropriate; or

(c) treat the event as a Termination Event under Section 13.

9.7 Determinations. Our determination of the Settlement Price, whether an Option is In the Money and the Settlement Amount will be final and binding on you, save in the case of manifest error.

10. FEES

10.1 Fees. You agree to pay the following Fees, at the rates set out in the Fee Schedule and shown in each Quote:

(a) a premium fee, charged when you purchase an Option, calculated as a percentage of the Premium (the “Premium Fee”); and

(b) a settlement fee, charged only on settlement of an Option that is In the Money, calculated as a percentage of the amount by which the Gross Settlement Amount exceeds the Premium (the “Settlement Fee”). No Settlement Fee is charged if the Gross Settlement Amount is equal to or less than the Premium.

10.2 Spread. The Premium we quote is set by us and includes a spread or mark-up over the price at which we, or our affiliates, may be able to hedge the Option. The spread is retained by us as revenue, is not disclosed separately, and is in addition to the Fees.

10.3 Discounts. We may offer reduced Fees to certain users or groups of users, at our sole discretion and on such criteria as we determine. We may withdraw or change any discount at any time, and you have no entitlement to any discount.

10.4 Changes. We may change the Fees at any time by updating the Fee Schedule. A change will not apply to an Option purchased before the change takes effect.

10.5 Collection. We will collect the Premium Fee together with the Premium under Section 6.2, and deduct the Settlement Fee from the Gross Settlement Amount on settlement. You may also incur fees charged by your Operating Entity under the User Agreement in connection with your Blockchain.com Trading Account.

11. BLOCKCHAIN.COM AS YOUR COUNTERPARTY

11.1 We act as principal. We enter into every Option with you as principal, for our own account, and as your sole counterparty. When you purchase an Option, we are not acquiring any option or other instrument on your behalf, transmitting or executing your order on any exchange or venue, or arranging any transaction between you and any other person. We do not act as your agent, broker, intermediary, adviser, fiduciary or trustee in any capacity. Options are not traded on any exchange, venue or other market.

11.2 Hedging. We generally intend to hedge our exposure under Options, but how we do so is a matter for us alone. We may hedge on any exchange or venue, through our affiliates or with third parties, or in any other manner we choose. We are not obliged to hedge any Option, we may hedge only in part, and we may change our hedging arrangements at any time. You have no interest in, or rights in respect of, any hedging transaction, and you have no claim against any exchange, venue or hedging counterparty. Our obligations to you are not conditional on the performance of any hedging transaction or counterparty.

11.3 Conflicts of interest. Because we are your counterparty, our interests may conflict with yours. In particular:

(a) we set the Premium, including our spread, and the Fees;

(b) we decide which Options to make available;

(c) we may determine the Settlement Price in the circumstances described in Section 9.6; and

(d) to the extent an Option is not hedged, any amount you gain on it is a cost to us, and any Premium you lose on it is a gain to us. You acknowledge these conflicts of interest and agree that we are not required to disclose to you, or account to you for, any profit we make in connection with Options or any hedging transaction.

11.4 Trading activity. We, our affiliates and our hedging counterparties may trade the Underlying Cryptoasset, options on it and other related products, including in connection with hedging Options. That activity may affect the price of the Underlying Cryptoasset and the Settlement Price, and may be contrary to your interests.

11.5 Pricing. We price Options using our own methods and models, based on market data from such sources as we choose, plus our spread. The Premium we quote may differ from prices available on any exchange or venue. We do not owe you any duty of best execution.

12. RISK DISCLOSURES

12.1 Options involve a high degree of risk. You should carefully consider whether Options are appropriate for you in light of your experience, objectives and financial resources. The risks below are not exhaustive. By purchasing an Option, you acknowledge that you understand and accept them.

(a) Loss of Premium. Many Options expire worthless. If your Option is not In the Money at its Expiry Time, you will lose the entire Premium and the Premium Fee.

(b) Leverage and volatility. The value of an Option can change rapidly and by large proportions in response to small movements in the price of the Underlying Cryptoasset. Digital Asset prices are highly volatile and can move sharply over short periods, including just before the Expiry Time.

(c) No early exit. You cannot sell or close out an Option before its Expiry Time, even if market conditions change, you need access to your funds, or the Option is showing an unrealised gain. Any valuation shown to you before the Expiry Time may never be realised.

(d) Counterparty and insolvency risk. Your only recourse under an Option is against Blockchain.com (BVI) II Limited. If we become insolvent or are otherwise unable to meet our obligations, you may lose any Settlement Amount or Termination Amount owed to you that has not yet been credited to your Blockchain.com Trading Account, and you will rank as an unsecured creditor. No other Blockchain.com group entity, including your Operating Entity, guarantees our obligations or is liable to you under any Option.

(e) No regulatory protection. As described in Section 5, neither we nor Options are licensed, authorised or supervised by any regulator, and you do not benefit from any regulatory protection, compensation scheme or ombudsman service.

(f) Reference Venue risk. The Settlement Price depends on prices published by the Reference Venue, which may be affected by outages, errors, manipulation, illiquidity or the venue’s own failure. In those circumstances, Section 9.6 may apply.

(g) Settlement Asset risk. The Settlement Asset is a stablecoin issued by a third party. It may lose its peg to the USD, be suspended, frozen, or become illiquid. We pay one unit of the Settlement Asset for each USD owed, so any fall in the market value of the Settlement Asset is borne by you.

(h) Pricing and conflicts. The Premium is set by us, includes our spread, and may differ from prices available elsewhere. We are your counterparty and have conflicts of interest, as described in Section 11.

(i) Indicative odds. Odds, probabilities and payout multiples shown in the Blockchain.com Interface are estimates, not forecasts or guarantees, and past or implied probabilities are not a reliable indicator of future outcomes.

(j) Technology risk. Options depend on our systems, third-party market data and the Blockchain.com Interface. Outages, delays, errors or cyber attacks may prevent you from obtaining Quotes, purchasing Options or viewing your Options Account, and may delay settlement.

(k) Legal, regulatory and tax risk. Laws and regulations relating to Digital Assets and derivatives are changing and differ between jurisdictions. A change in law or regulatory action may require us to suspend or terminate Options, including before their Expiry Time. The tax treatment of Options is uncertain and may be unfavourable to you.

12.2 You should not purchase an Option unless you are prepared to lose the entire amount you pay for it.

13. EARLY TERMINATION, SUSPENSION AND CLOSURE

13.1 Termination Events. Each of the following is a “Termination Event”:

(a) you breach this Options Agreement, or any representation you make or are deemed to make is or becomes untrue or misleading, including any statement in your Request Acknowledgement;

(b) you become resident or located in, or otherwise subject to, a Restricted Jurisdiction, or you become subject to any sanctions;

(c) we suspect fraud, money laundering, terrorist financing, market abuse or other unlawful or improper activity in connection with your use of Options or your Blockchain.com Account;

(d) your Blockchain.com Account or Trading Account is suspended, restricted or closed under the User Agreement;

(e) we determine that continuing to provide Options to you, or in any jurisdiction, is or may become unlawful, would require any licence, authorisation or registration we do not hold, or is contrary to the request or requirement of any regulator, court or law enforcement authority;

(f) an event described in Section 9.6 occurs and we elect to treat it as a Termination Event;

(g) the Underlying Cryptoasset is the subject of a hard fork, delisting, network failure or other extraordinary event that, in our reasonable opinion, materially affects our ability to price, hedge or settle the Option; or

(h) we decide to discontinue Options, in whole or in part.

13.2 Consequences. If a Termination Event occurs, we may, by notice to you, terminate any or all of your open Options with immediate effect. On termination of an Option, we will determine, acting in good faith and in a commercially reasonable manner, a termination amount for that Option (the “Termination Amount”), which may be zero. Where the Termination Event is under Section 13.1(e), (f), (g) or (h), the Termination Amount will be no less than the Premium paid for that Option. We will pay any Termination Amount under Section 6.4, less any amounts you owe us under this Options Agreement.

13.3 Suspension. We may suspend or restrict your access to Options, or the availability of Quotes, purchases or withdrawals, at any time and without notice, including during system maintenance, market disruption, a security incident, or while we investigate a possible Termination Event. Suspension does not affect the automatic exercise and settlement of your open Options under Section 9, unless we terminate them under Section 13.2.

13.4 Termination of this Options Agreement. You may terminate this Options Agreement by closing your Options Account under Section 6.8. We may terminate this Options Agreement at any time, in our sole discretion, by notice to you. Termination does not affect any Option that remains open at the time, which will continue to settle under Section 9 unless we terminate it under Section 13.2.

13.5 Survival. Sections 5, 6.3, 8, 9, 11, 12, 13, 15 and 16, and any other provision that by its nature should survive, will survive termination of this Options Agreement.

14. YOUR REPRESENTATIONS AND WARRANTIES

14.1 You represent and warrant to us, on the date you give the Request Acknowledgement and on each date you purchase an Option, that:

(a) you meet the requirements of Section 1.5 and are eligible to use Options under Section 3;

(b) you are not resident in, located in, incorporated or organised in, or otherwise connected with, any Restricted Jurisdiction, and you are not accessing Options from a Restricted Jurisdiction;

(c) every statement in your Request Acknowledgement is true and accurate;

(d) you are acting for your own account and not as agent, trustee or nominee for any other person;

(e) you have sufficient knowledge and experience of Digital Assets and options to understand the nature and risks of Options, including the risks described in Section 12;

(f) you have made your own independent decision to purchase each Option, and you are not relying on any communication from us or any Blockchain.com group entity as advice or a recommendation;

(g) you can afford to lose the entire Premium and Fees paid for each Option;

(h) the assets you use to pay Premiums and Fees are lawfully owned by you and are not derived from any unlawful activity;

(i) you are not the subject of any sanctions and are not owned or controlled by, or acting on behalf of, any person who is; and

(j) your use of Options does not breach any law, regulation or obligation that applies to you.

14.2 You must notify us immediately if any of these representations ceases to be true.

15. LIABILITY, INDEMNITY, SET-OFF, TAXES AND COMPLAINTS

15.1 Disclaimer. Options and the Blockchain.com Interface are provided on an “as is” and “as available” basis. To the maximum extent permitted by Applicable Law, we disclaim all warranties, express or implied, including any warranty of merchantability, fitness for a particular purpose, accuracy of market data or uninterrupted availability.

15.2 Exclusion of liability. To the maximum extent permitted by Applicable Law, we will not be liable to you for any loss of profit, loss of opportunity, loss of data, or any indirect, incidental, special or consequential loss, however arising. We will not be liable for any loss arising from market movements, the acts or omissions of the Reference Venue, the issuer of the Settlement Asset or any hedging counterparty, any suspension or Termination Event under Section 13, or any event beyond our reasonable control.

15.3 Limitation of liability. To the maximum extent permitted by Applicable Law, our total aggregate liability to you in connection with any Option will not exceed the Premium and Fees you paid for that Option, and our total aggregate liability to you in connection with this Options Agreement will not exceed the total Premiums and Fees you paid to us in the 12 months before the event giving rise to the claim. Nothing in this Options Agreement excludes or limits our obligation to pay any Settlement Amount or Termination Amount properly due, or any liability that cannot be excluded or limited by law.

15.4 Indemnity. You agree to indemnify and hold harmless Blockchain.com (BVI) II Limited and its affiliates, officers, directors, employees and agents from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of Options, your breach of this Options Agreement, or any representation you make being untrue.

15.5 Set-off. We may set off any amount you owe us under this Options Agreement against any Settlement Amount or Termination Amount we owe you, and may withhold any such amount until all amounts you owe us under this Options Agreement are paid. We will not set off any amount you owe to any other Blockchain.com group entity.

15.6 Taxes. You are solely responsible for determining, reporting and paying any taxes that apply to your purchase, holding and settlement of Options. We may deduct or withhold any tax we are required by law to deduct or withhold, and we will not gross up any payment.

15.7 Complaints. If you have a complaint about Options, please contact our User Operations team through the support channel, stating that your complaint relates to Options. We will acknowledge your complaint within 10 business days and aim to respond in full within 30 days. Complaints relating to your Blockchain.com Account or Trading Account are handled by your Operating Entity under the User Agreement.

16. GOVERNING LAW, DISPUTE RESOLUTION AND GENERAL PROVISIONS

16.1 Governing law. This Options Agreement, every Option, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, are governed by the laws of the British Virgin Islands.

16.2 Complaints first. Before starting arbitration, you must first raise your complaint under Section 15.7 and allow us 30 days to resolve it.

16.3 Arbitration. Any dispute, controversy or claim arising out of or in connection with this Options Agreement or any Option, including any question regarding its existence, validity or termination, that is not resolved under Section 16.2 will be referred to and finally resolved by arbitration under the BVI International Arbitration Centre Arbitration Rules. The seat of arbitration will be Road Town, Tortola, British Virgin Islands. The tribunal will consist of one arbitrator. The language of the arbitration will be English. The award will be final and binding, and judgment on it may be entered in any court of competent jurisdiction.

16.4 Individual claims only. You and we agree that each may bring claims against the other only in an individual capacity, and not as a claimant or class member in any purported class, collective or representative proceeding. You waive any right to a trial by jury.

16.5 Interim relief. Nothing in this Section 16 prevents us from seeking injunctive or other interim relief in any court of competent jurisdiction.

16.6 Entire agreement. This Options Agreement, together with the documents incorporated into it by reference, is the entire agreement between you and us in relation to Options, and supersedes any prior understanding.

16.7 Assignment. You may not assign or transfer any of your rights or obligations under this Options Agreement. We may assign or transfer any of our rights or obligations to any affiliate, or to any successor to our business, without your consent.

16.8 Third-party rights. Our affiliates and their officers, directors, employees and agents may rely on and enforce Sections 1.2, 5, 15.2 to 15.4 and this Section 16. Otherwise, no person other than you and us has any right to enforce any term of this Options Agreement.

16.9 Force majeure. We will not be liable for any delay or failure to perform caused by events beyond our reasonable control, including the failure of the Reference Venue, any blockchain network, the issuer of the Settlement Asset, or our hosting or data providers.

16.10 Severability and waiver. If any provision of this Options Agreement is held invalid or unenforceable, the remaining provisions will continue in full force. No failure or delay by us in exercising any right will operate as a waiver of it.

16.11 Communications. You agree to receive all notices and communications about Options electronically, through the Blockchain.com Interface or by email to the address associated with your Blockchain.com Account. This Options Agreement is made in English, and the English version prevails over any translation.