Acuerdo para el crédito Master Digital Assets

These Terms and Conditions as defined herein (collectively this “Agreement”) govern the borrowing and lending of cryptographic assets and/or if agreed by the parties in writing, other assets (the “Digital Assets”) on the electronic platform of Bybit Technology Limited (the “Exchange”, “Company”, “we”, “us” or “our”) and certain customers who desire to borrow Digital Assets from us (the “Borrower”, “you”, “your”). This Agreement forms a binding agreement between the Company and you (each a “party” and collectively the “parties”) and serves to supplement the terms of our Service Agreement (the “Service Agreement”) between you and the Company when you register for the electronic trading platform of the Company. If you do not agree to any terms of this Agreement, you must immediately cease using the Platform (as defined in the Service Agreement) and not borrow any Digital Assets under this Agreement.

 

 

1. Background

1.1. The Borrower may, from time to time, initiate a Credit Request to the Exchange or enter into transactions on the Platform in which the Exchange will extend a line of credit to the Borrower secured against a transfer of Collateral. Each such transaction shall be referred to as a grant of Credit (“Grant”) and, unless otherwise agreed in writing, shall be governed by this Agreement (as may be amended from time to time), including any supplemental terms or conditions contained in an email, or notification to the Borrower. The Exchange shall have the sole and absolute discretion to amend and/or replace any terms of this Agreement from time to time.

 

 

2. Definitions

For the purposes hereof:

2.1. “Acceptable LTV Ratio” shall have the meaning set forth in Section 6.

 

2.2. “Act of Insolvency” shall mean, with respect to any party, (a) the commencement by such party as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, judicial management, moratorium, dissolution, delinquency or similar law, or such party's seeking the appointment or election of a receiver, conservator, trustee, judicial manager, custodian or similar official for such party or any substantial part of its property, or the convening of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election, (b) the commencement of any such case or proceeding against such party, or another seeking such an appointment or election, or the filing against a party of an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970, which (i) is consented to or not timely contested by such party, (ii) results in the entry of an order for relief, such an appointment or election, the issuance of such a protective decree or the entry of an order having a similar effect, or (iii) is not dismissed within fifteen (15) days, (c) the making by such party of a general assignment for the benefit of creditors, or (d) the admission in writing by such party of such party's inability to pay such party's debts as they become due.

 

2.3. “Assets” shall mean cryptographic assets and/or, if agreed by the parties in writing, other assets.

 

2.4. “Borrower” shall have the meaning set forth in the preamble.

 

2.5. “BTC” shall mean bitcoin, the cryptographic token associated with the Bitcoin blockchain.

 

2.6. “Business Day” shall mean a day (other than a Saturday or Sunday) on which banks are open for general business in Singapore and Seychelles.

 

2.7. “Close of Business” shall mean the time established by the parties in writing or, in the absence of any such agreement, as shall be determined in accordance with market practice.

 

2.8. “Collateral” shall mean, whether now owned or hereafter acquired and to the extent permitted by applicable law, (a) Supported Assets (transferred to or held at the Exchange Account and/or Collateral Account pursuant to Sections 4 or 6, (b) all accounts in which such Supported Assets is deposited, and (c) any proceeds of any of the foregoing. If any new or different Asset shall be exchanged for any Collateral by recapitalization, merger, consolidation, or other corporate action, such new or different Asset shall, effective upon such exchange, be deemed to become Collateral in substitution for the former Collateral for which such exchange is made. For purposes of return of Collateral by the Exchange or purchase or sale of Assets pursuant to Section 10, such term shall include Assets of the same type and quantity as the Collateral initially transferred by the Borrower to or held with the Exchange, as adjusted pursuant to the preceding sentence.

 

2.9. “Collateral Account” shall mean an(y) integrated custody account belonging to the Borrower with an External Custodian.

 

2.10. “Confidential Information” shall mean:

1. this Agreement (including the existence and provisions of this Agreement), the business relationship between the parties, and any oral or written communication between the parties relating to the purpose of this Agreement;

2. any technical, operational, business, or other information, materials, or data relating to any party provided by such party or which the other party becomes aware of or which is received or held by the other party before or after the signing of this Agreement as a result of the negotiations or cooperation relating to this Agreement; and

3. information including but not limited to trade secrets, commercial secrets, knowledge and information relating to technology, inventions, ideas, plans, provided items or vendor information, customer information, personnel information, business plans, promotional and marketing activities, financial information, and other business activities of any party, in whatever form, and includes information given orally and any document, disk, diskette, CD-ROM, email, electromagnetic record, report, text communication, audiotape, videotape, note, drawing, model, specification, assembly file, or any other way of representing or recording information which contains or is derived or copied from such information, but excludes information that: 

   1. is public information and is lawfully obtained or known to the receiving party before the date the information is disclosed to it;

   2. is known to the receiving party before the date the information is disclosed to it or is obtained by the receiving party from a third-party source which, in either case, as far as the receiving party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality;

   3. is independently obtained by the receiving party; or

   4. is identified in writing as non-confidential by the disclosing party.

 

2.11. “Contractual Currency” shall have the meaning assigned in Section 13.1.

 

2.12. “Credit” means the applicable digital representation of Assets issued by the Exchange to the Borrower on the Exchange Platform secured by the Collateral deposited into the Borrower's Exchange Account and/or Collateral Account for use to purchase products and services on the Exchange Platform.

 

2.13. “Credit Request” shall mean a request for a grant of Credit from the Exchange to the Borrower pursuant to a deposit of Assets into the Collateral Account or Exchange Account.

 

2.14. “Cutoff Time” shall mean a time on a Business Day by which a transfer of Assets must be made by the Borrower or the Exchange to the other, as shall be agreed by the Borrower and the Exchange in writing or, in the absence of any such agreement, as shall be determined in accordance with market practice.

 

2.15. “Default” or “Event of Default” shall have the meaning assigned in Section 9.

 

2.16. “Defaulting Party” shall have the meaning assigned in Section 15.

 

2.17. “Distribution” shall mean, with respect to any Assets at any time, any distribution made on or in respect of such Asset that was not a result of any action of the holder, including, but not limited to: (a) Assets received as a result of airdrops or bonuses, and (b) all rights to purchase additional Assets. In the event that the holder of an Asset is entitled to elect the type of distribution to be received from two (2) or more alternatives, such election shall be made by the Exchange, in the case of a Distribution in respect of the Credits, and by the Borrower, in the case of a Distribution in respect of Collateral.

 

2.18. “Exchange” shall have the meaning set forth in the preamble.

 

2.19. “Exchange Account” shall mean the Borrower's account(s) on the Exchange Platform.

 

2.20. “Exchange Platform” shall mean the trading Exchange Platform owned and operated by the Exchange under which the Borrower is enabled through this Agreement to trade on the platform being www.bybit.com and its accompanying web and app applications.

 

2.21. “External Custodian” shall mean the service provider of a custodial solution that is operated external to the Exchange, and will be utilized by the Borrower to hold Collateral used for trading and the settlement of liabilities and obligations with the Exchange.

 

2.22. “First Benchmark Ratio” shall be the ratio set forth in Section 6.

 

2.23. “Grant” shall have the meaning set forth in Section 1.

 

2.24. “Reduce Only Function” shall mean the status of the Exchange Account whereby (i) the Borrower is restricted from opening new positions, (ii) all of the Borrower's open orders shall be automatically canceled, and (iii) the Borrower is only permitted to close any of its open positions.

 

2.25. “Replacement Assets” shall have the meaning assigned in Section 10.2.

 

2.26. “Replacement Collateral” shall have the meaning assigned in Section 10.3.

 

2.27. “Encumber” shall mean, with respect to any Collateral, to charge, to lien, to encumber, to pledge, repledge, hypothecate, rehypothecate, lend, re-lend, sell, or otherwise transfer legal or beneficial interests or parts thereof in such Collateral.

 

2.28. “LTV Ratio” shall have the meaning assigned in Section 6.

 

2.29. “Second Benchmark Ratio” shall be the ratio set forth in Section 6.

 

2.30. “Supported Assets” shall mean the Assets set forth in this link.

 

2.31. “Takeover Line” shall be the ratio set forth in Section 6 hereto.

 

2.32. “Trading Obligations” shall mean the trading obligations set forth in this link.

 

 

3. Conditions for Grant of Credit

3.1. Subject to the terms and conditions of this Agreement, the Borrower may, from time to time, seek to initiate a Credit Request to the Exchange.

 

3.2. A Credit Request is irrevocable and will not be regarded as having been duly completed unless:

1. the Exchange is satisfied (in its sole and absolute discretion) that the Borrower has complied or will comply with the provisions of this Agreement (including, without limitation, Section 3.8 below) and any other conditions as agreed to by the parties;

2. the applicable Trading Obligations are met;

3. no Default is continuing or would result from the proposed Credit; and

4. the LTV Ratio meets the Acceptable LTV Ratio set forth in Section 6.

 

3.3. The Borrower may withdraw Collateral at any time prior to a Credit Request. For the avoidance of doubt, the Exchange reserves the right not to process or permit any withdrawal of Collateral unless and until all relevant transactions undertaken by the Borrower, including but not limited to executed orders, have been fully settled and any associated obligations—whether in respect of collateral, margin requirements, or otherwise, have been duly discharged to the satisfaction of the Exchange.

 

 

3.4. The Exchange shall review each Credit Request and, acting in its sole and absolute discretion, approve such Credit Request (each a “Grant” collectively the “Grants”) within three (3) Business Days. Each approval of a Credit Request shall not be deemed as an approval of any subsequent Credit Requests.

 

3.5. Each Grant is denominated in the applicable Supported Asset.

 

3.6. Limited Use.

1. The Borrower shall only be able to apply all Credits towards any product(s) and/or services provided by the Exchange through the Exchange Account on the Exchange Platform and not in a manner otherwise prohibited in any way under any applicable law or regulation, or in a manner that would be damaging to the Exchange's interests.

2. The Borrower shall only be able to apply the Credits for the Borrower's proprietary trading purposes, and shall not apply the Credits for the benefit of any other party, whether under a prime brokerage model or otherwise.

3. Additional restrictions on the use of Credits may apply as communicated from time to time by the Exchange.

 

3.7. Upon a Grant, the Exchange shall disburse the Credits (a “Disbursement”) to the Borrower's Exchange Account within three (3) Business Days (the “Disbursement Deadline”) from the Grant(s), provided the conditions set out below having been met:

1. The applicable Collateral, as agreed between the parties from time to time in writing, has been successfully received or is available in the Collateral Account and/or Exchange Account at the time of the Disbursement;

2. The appliable Trading Obligations have been met;

3. The Borrower shall, prior to the transfer of the Credits to the Borrower, transfer to the Collateral Account and/or Exchange Account an amount of Assets such that the LTV Ratio after such transfer is completed shall meet the Acceptable LTV Ratio set forth in Section 6; and

4. The details of the Grant have been set out and communicated to the Borrower in writing or through the Exchange Platform setting out:

   1. the sum of the Grant;

   2. the interest rates (if any);

   3. the Asset class of the Credit; and

   4. the denomination value of the Credit in the applicable Supported Asset.

 

3.8. If for any reason, the Exchange disburses Credits to the Borrower and the Borrower does not transfer the required Collateral or meet the conditions set out in the paragraph above, the Exchange shall have the right to credit the Credits from the Borrower's Exchange Account and/or Collateral as adjusted following Section 6 without prior notice or approval, free from all claims, losses, and damages suffered by the Borrower.

 

3.9. If for any reason, the Exchanges does not disburse the Credits by the Disbursement Deadline, the Borrower shall be at liberty to withdraw the Collateral and deem the respective Credit Request as void.

 

3.10. The parties agree that Credits shall only be applied toward any product or service on the Exchange Platform.

 

 

4. Collateral

4.1. Creditor of First Priority. The Collateral as adjusted pursuant to Section 6, shall be security for the Borrower's obligations in respect of such Credit and for any other obligations of the Borrower to the Exchange hereunder. The Borrower hereby pledges with, assigns to, and grants the Exchange a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Credits by the Exchange to the Exchange Account and which shall be released only in accordance with Section 4.2 below.

 

4.2. Except as otherwise provided herein, upon transfer to the Exchange of the full amount of the Credits by the Borrower on the day a Credit is settled pursuant to Section 5, the Exchange shall release its interest (the right to claim against and any withdrawal restrictions) in the applicable Collateral transferred to Collateral Account or Exchange Account for respective Credit (and/or Grant) (subject to and as adjusted for compliance with the LTV Ratio set out in Section 6) no later than three (3) Business Days. For the avoidance of doubt, the Exchange reserves the right not to process or permit any withdrawal of Collateral unless and until all relevant transactions undertaken by the Borrower, including but not limited to executed orders, have been fully settled and any associated obligations—whether in respect of collateral, margin requirements, or otherwise, have been duly discharged to the satisfaction of the Exchange.

 

 

 

5. Term and Termination of a Grant

5.1. Grants are perpetual until such time terminated by either the Borrower or the Exchange.

 

5.2. The Borrower may terminate applicable Grant(s) by providing full repayment to the Exchange.

 

5.3. The Exchange may terminate one or more or all Grant(s) of Credit where the Borrower does not meet the applicable Trading Obligations set out in this link.

 

5.4. The Borrower shall repay the applicable Credits to the Exchange on termination of a Grant. Upon full repayment by the Borrower, the Exchange shall release its interest in the Collateral (subject to and as adjusted for compliance with the LTV Ratio set out in Section 6) to the Borrower in accordance with Section 4.2.

 

5.5. All repayments of Grants shall be in the Asset class that they were issued in.

 

 

6. LTV Ratio

 

 

6.1. LTV Ratio Requirements.

1. Withdrawal Restrictions. If at any time the real-time LTV Ratio is equal to or above the First Benchmark Ratio, the Exchange will have the right, but not the obligation, to restrict the Borrower's withdrawal rights of the Exchange Account.

2. Margin Calls. If at any time the real-time LTV Ratio is equal to or above the Second Benchmark Ratio, in addition to the rights of the Exchange set forth in paragraph (a) above, the Exchange shall have the sole right and discretion but not the obligation:

   1. to demand that the Borrower transfers additional Collateral to the Collateral Account and/or Exchange Account so that the real-time LTV Ratio shall be less than the Second Benchmark Ratio; and

   2. enable the Reduce Only Function on the Borrower's Exchange Account.

3. Liquidation and Set-Off. If at any time the real-time LTV Ratio is equal to or above the Takeover Line, in addition to the rights of the Exchange set forth in the paragraphs (a) and (b) above, the Exchange shall have the sole right and discretion but not the obligation to:

   1. carry out Liquidation of all or some of the open positions of the Borrower on its Exchange Account;

   2. helpful