Deferred Settlement Addendum

This Uphold Deferred Settlement Addendum (“Addendum”) supplements the applicable Uphold User Agreement (the “Platform Terms”) and governs your access to and use of deferred settlement of transactions, as described herein (“Deferred Settlement”), that you may enter into on the Uphold platform (“Platform”) through the Uphold's trading interface for Institutional customers (“Ascent"), or as configured via API, should Uphold choose to make Deferred Settlement available to you in its sole discretion.

The Platform is operated by the relevant member of the Uphold Group, based on your jurisdiction of residence:

• Uphold HQ Inc. (United States) – here. 
• Uphold Europe Ltd. (United Kingdom) – here. 
• Uphold Lithuania UAB (European Economic Area) – here. 
• Uphold Worldwide Ltd. (All other supported jurisdictions) – here. 

This Addendum is issued by the applicable Uphold entity corresponding to your jurisdiction (“Uphold”, “we”, “us”, or “our”) and forms a legally binding agreement between you, the individual or entity entering into this Addendum (“you” or “your”), and Uphold.

By requesting or utilizing Deferred Settlement (to the extent it is made available to you), you agree to follow and be bound by this Deferred Settlement Addendum.  You acknowledge and agree that the Platform Terms between you and Uphold or its affiliates shall continue in full force and effect, except that, to the extent this Deferred Settlement Addendum conflicts with the Platform Terms, this Deferred Settlement Addendum will control.  Any capitalized terms not defined herein will have the meaning given to them in the Platform Terms. This Deferred Settlement Addendum may be modified by us in accordance with the “Modification and Termination” Section 7 below. Modified terms will apply only to Deferred Settlement transactions entered into after the effective date of such modifications.  Your continued use of Deferred Settlement will constitute your acceptance of any modification to these Deferred Settlement Addendum.

1. Deferred Settlement Services

   The purpose of Deferred Settlement services (“Deferred Settlement Services”) is to enable you to settle certain spot trades other than on a Delivery-versus-Payment (“DvP”) basis.  While spot trading on the Platform ordinarily must be pre-funded, meaning that Funds must be in a User's Account prior to accepting a quote for a trade, if we determine that you are eligible to participate in Deferred Settlement Services and have not revoked or modified such eligibility in accordance with the terms set out in the “Modification and Termination” Section 7 below, then you may use the Deferred Settlement Services features available through Ascent or via voice trades for the purposes of accepting quotes for certain spot trades for Deferred Settlement in accordance with the terms hereof.
   
   You may accept a quote through Ascent or by other pre-agreed means to either buy or sell certain approved digital assets (“ADAs”) or approved fiat currencies (“AFCs”) on the Platform, in each case, as may be identified to you in writing via the Portal or by email, and as determined by us in our sole discretion from time to time, for Deferred Settlement, meaning that you do not have to have in your Account the relevant ADA or AFC required to settle your obligations under the trade prior to accepting a quote for a spot trade.
   
   The amount of your quote to buy or sell the relevant ADAs or AFCs on the Platform using Deferred Settlement is subject to such limits and restrictions (“Deferred Settlement Limit” or “DSL”) as we shall impose in our sole discretion from time to time.  These limits may be subject to additional conditions, including a requirement to maintain a fiat-denominated Minimum Balance, as further described in the “Minimum Balance” section below. You will not be permitted to accept a quote to buy or sell ADAs or AFCs on the Platform using Deferred Settlement if such trade would exceed the DSL in effect at that time.
   
   Any approved Deferred Settlement quote will be executed through the Platform.  When you accept the quote it will be your decision to either settle immediately using the relevant ADAs or AFCs required to settle your obligations under the trade (the “Trade Consideration”).  Should you choose to settle through Deferred Settlement then the equivalent ADAs or AFCs required to settle your obligations under the trade will be deducted from your Deferred Settlement account.  Either way Uphold will then credit the trade proceeds, the relevant ADAs or AFCs (“Trade Proceeds”), to your account.

2. Minimum Balance

   Unless otherwise agreed in advance, Uphold will require you to maintain a minimum balance of certain approved assets in your Account (the “Minimum Balance”) as a condition of accessing or continuing to use Deferred Settlement Services.
   
   The Minimum Balance, if applicable, will be denominated in fiat currency (USD, GBP, or EUR) and may be satisfied by holding any combination of assets approved by Uphold from time to time, which may include USD, GBP, EUR, USDC, USDT, USBC, or RLUSD. The required amount and approved assets will be communicated to you via the Ascent user interface, and may be updated from time to time.
   
   Where required, the Minimum Balance will be held in a ring-fenced sub-account, and those assets will remain locked until your DSL exposure has been fully settled. Uphold may restrict new trades, accelerate settlement obligations, or take other risk mitigation measures if your Account falls below the required Minimum Balance.
   
   For the avoidance of doubt, Uphold may waive the Minimum Balance requirement for certain customers at its sole discretion.

3. Withdrawal Restriction; Grant of Lien

   You acknowledge and agree that you shall not withdraw the Trade Proceeds for any Deferred Settlement spot trade from your Account until you have paid to us the Trade Consideration for such trade in accordance with the terms hereof, and you hereby authorize us to restrict withdrawals of any and all Trade Proceeds, or the USD value (in any asset) of the outstanding Deferred Settlement and, if applicable, the Minimum Balance (including assets held in any ring-fenced sub-account) until you have done so.  You hereby grant to us a continuing first priority security interest in, lien on and right of set-off against all of your right, title and interest, whether now owned or existing or hereafter acquired or arising, in Trade Proceeds together with proceeds thereof and any other Funds in your Account, including, if applicable, the Minimum Balance (the “Security”), in order to secure payment by you in satisfaction of your obligations to us in connection with your use of Deferred Settlement Services; provided that our lien shall immediately terminate upon the transfer of the Trade Consideration from your Account when permitted by the terms hereof.  You acknowledge and agree that you will not cause or allow the Security, whether now owned or hereafter acquired, to be or become subject to any liens, security interests, mortgages or encumbrances of any nature, other than those granted hereunder or arising hereunder. You shall execute such documents and take such other actions as we shall reasonably request to perfect and maintain our lien with respect to the Security.

4. Settlement

   You acknowledge and agree to settle and satisfy your obligations to us in connection with your use of Deferred Settlement Services, including payment of the Trade Consideration, based on a daily snapshot of your DSL balance. Each working day at 23:59 UTC +00, a snapshot of your DSL balance will be taken, reflecting your obligations for settlement. This balance will be communicated to you shortly following the snapshot, and you must fully fund your Account with the required amount of the relevant ADA or AFC in immediately available funds by 5:00 p.m. UTC +00 on the business day following the snapshot (the “Settlement Deadline”). The 5:00 p.m. UTC +00 deadline is the latest allowable time for settlement, with the expectation that reasonable efforts will result in earlier fulfilment whenever feasible.
   
   We may, but are under no obligation to, extend the Settlement Deadline in extenuating circumstances at our sole discretion. Equally, Uphold reserves the right to adjust the settlement requirements in the event of extreme volatility in the value of the Trade Proceeds, or, if a Minimum Balance applies to you, where the funds in your Account fall below that Minimum Balance threshold.. If you do not fully satisfy your obligations to us by the Settlement Deadline, we shall have the right to take control of and withdraw the Security from your Account, and to liquidate, sell, transfer, exchange, or convert (as the case may be) the Security into the same form (i.e., into the relevant AFC or ADA) as the original Trade Consideration for the relevant transactions, using whatever means we select at our sole discretion. You acknowledge responsibility for any resulting shortfall.

5. Representations, Warranties, and Covenants

   In addition to all representations, warranties, and covenants that you make to us under the Platform Terms each of which are hereby re-affirmed, you hereby represent, warrant, and covenant that you are an “Eligible Contract Participant” as defined in the Commodity Exchange Act (7 USC § 1a(18)) at all relevant times under this Deferred Settlement Addendum, and such representation shall be deemed to be repeated each and every time you accept a quote for a spot trade using Deferred Settlement Services.

6. Indemnification

   Without prejudice to the Platform Terms you acknowledge and agree that you shall indemnify and hold us harmless for any costs, expenses, losses, and direct, consequential, special, indirect, or incidental damages, suffered or incurred by us or our affiliates in connection with your use of Deferred Settlement Services, including but not limited to any claims based on any availability of the DSL or the amount thereof.

7. Modification and Termination

   We may modify or terminate this Deferred Settlement Addendum, or your access to Deferred Settlement Services, at any time in our sole discretion. We may also modify your Deferred Settlement Limit, or suspend or revoke your access to Deferred Settlement Services, without notice or cause.
   
   All of your obligations with respect to the payment of outstanding Trade Consideration or any other amounts you owe to us hereunder, and our rights in connection therewith (including our rights over the Security), shall survive termination until fully satisfied.