Provision of the Services. (a) Subject to (i) Client’s successful completion of the account acceptance process as provided in Section 2.1, and (ii) provided that Client is in compliance with this Agreement, during the Term, Anchorage will provide the Services to Client. (b) Anchorage will reasonably determine the requirements for any Direction, including Authenticated Instructions, and whether such requirements have been satisfied as to any Direction, at all times subject to this Agreement. Anchorage shall not act on a direction or instruction which is not an Authenticated Instruction. Subject to the terms of, and provided Anchorage complies with its obligations under, this Agreement, Anchorage is entitled to rely upon a Direction in all respects. Client acknowledges that (i) Anchorage’s acceptance of Directions related to Client’s deposit and withdrawal of assets is based on the parameters of Authenticated Instructions and in accordance with Anchorage’s Services requirements; (ii) Anchorage has no duty to inquire into or investigate the legality, validity, or accuracy of any information, data, or instructions related to a Direction, unless Anchorage has constructive or actual knowledge that the person originating the Direction does not have the authority to bind the Client; and (iii) except as required by Law, Anchorage shall run applicable checks such as sanctions screening. (c) The Services are available only in connection with those Digital Assets and protocols that Anchorage, in its sole discretion, supports. The type and scope of Services that Anchorage supports for each Digital Asset, and applicable Fees for such Services, may differ. Under no circumstances should Client attempt to use the Services to store, send, request, or receive Digital Assets and protocols that Anchorage does not support. Anchorage assumes no responsibility in connection with any attempt to use any Account or Vault with Digital Assets that Anchorage does not support, and any such unsupported Digital Assets deposited to or received in any Account or Vault are subject to forfeiture and loss. The Digital Assets that Anchorage supports may change from time to time, based on Anchorage's sole and absolute discretion. Anchorage will notify Client in writing in advance if it ceases to support a particular Digital Asset for which Anchorage has provided Services to Client. In the case of bitcoin and ether, Anchorage shall provide Client with one hundred and eighty (180) days’ written notice before ceasing to support custody services for bitcoin and ether, unless Anchorage is required to cease such support by court order, statute, law, rule (including a self- regulatory organization rule), regulation, code, or other similar requirement, in which case written notice shall be provided promptly upon Anchorage determining it will not be able to support custody services for bitcoin and ether. (d) Client acknowledges that Anchorage will not monitor Digital Assets for actions taken by the issuer of such Digital Asset, if any. Such actions may include an issuer instruction requiring the holder of a Digital Asset to transfer it to a certain location. For the avoidance of doubt, Client is solely responsible for satisfying or responding to any such actions of an issuer. (e) Anchorage shall only follow the Directions from Client. Anchorage is released and held harmless by Client for following the Directions from the Client. (f) [Reserved] (g) From time to time, Anchorage may, in its sole discretion, offer Client additional optional services involving settlement services (“Optional Settlement Services”). Client may elect to accept Optional Settlement Services by signing the Settlement Services Addendum attached to this Agreement, or by accepting such services in the Anchorage Platform if offered therein. In the event Client accepts Optional Settlement Services, Client agrees to comply with all terms and conditions set forth under the Settlement Services Addendum. For the avoidance of doubt, by entering this Agreement, the Client has not elected to accept Optional Settlement Services from Anchorage. (h) Anchorage agrees that Anchorage is solely responsible for any gas or network fees necessary for the transfer of Digital Assets in connection with Client’s Direction as set forth in this Agreement (including its obligation to settle any Transactions) as it relates to trust or exchange-traded funds services. However, for any additional new entities added under this Agreement, Anchorage reserves the right to evaluate the applicable gas or network fees and shall notify the Client immediately.
Appears in 5 contracts
Sources: Master Custody Service Agreement (Grayscale Solana Trust (SOL)), Master Custody Service Agreement (Grayscale Bitcoin Mini Trust ETF), Master Custody Service Agreement (Grayscale Ethereum Mini Trust ETF)
Provision of the Services. (a) Subject to (i) Client’s successful completion of the account acceptance process as provided in Section 2.1, and (ii) provided that Client is in compliance with this Agreement, during the Term, Anchorage will provide the Services to Client.
(b) Anchorage will reasonably will, in its sole discretion, determine the requirements for any Direction, including Authenticated Instructions, and whether such requirements have been satisfied as to any Direction, at all times subject to this Agreement. Anchorage shall not act on a direction or instruction which is not an Authenticated Instruction. Subject to the terms of, and provided Anchorage complies with its obligations under, this Agreement, Anchorage is entitled to rely upon information, data, and instructions from Client (or any Client designee) related to a Direction in all respects. Client acknowledges that (i) Anchorage’s acceptance of Directions related to Client’s deposit and withdrawal of assets is based on the parameters of Authenticated Instructions and in accordance with Anchorage’s Services requirements; and (ii) Anchorage has no duty to inquire into or investigate the legality, validity, or accuracy of any information, data, or instructions related to a Direction, unless Anchorage has constructive or actual knowledge that the person originating the Direction does not have the authority to bind the Client; and (iii) except as required by Law, Anchorage shall run applicable checks such as sanctions screening.
(c) The Services are available only in connection with those Digital Assets and protocols that Anchorage, in its sole discretion, supports. The type and scope of Services that Anchorage supports for each Digital Asset, and applicable Fees for such Services, may differ. Under no circumstances should Client attempt to use the Services to store, send, request, or receive Digital Assets and protocols that Anchorage does not support. Anchorage assumes no responsibility in connection with any attempt to use any Account or Vault with Digital Assets that Anchorage does not support, and any such unsupported Digital Assets deposited to or received in any Account or Vault are subject to forfeiture and loss. The Digital Assets that Anchorage supports may change from time to time, based on Anchorage's sole and absolute discretion. Anchorage will notify Client in writing in advance if it ceases to support a particular Digital Asset for which Asset. Anchorage has provided Services to Client. In the case of bitcoin Proprietary and ether, Anchorage shall provide Client with one hundred and eighty (180) days’ written notice before ceasing to support custody services for bitcoin and ether, unless Anchorage is required to cease such support by court order, statute, law, rule (including a self- regulatory organization rule), regulation, code, or other similar requirement, in which case written notice shall be provided promptly upon Anchorage determining it will not be able to support custody services for bitcoin and ether.Confidential
(d) Client acknowledges that Anchorage will not monitor Digital Assets for actions taken by the issuer of such Digital Asset, if any. Such actions may include an issuer instruction requiring the holder of a Digital Asset to transfer it to a certain location. For the avoidance of doubt, Client is solely responsible for satisfying or responding to any such actions of an issuer.
(e) Unless acting in accordance with Section 1.2(f) or (g), Anchorage shall only follow the Directions from Client. Anchorage is released and held harmless by Client for following the Directions from the Client, Client Service Providers and Control Parties, when acting in accordance with any Client Service Provider Agreement or Control Agreement, as the case may be.
(f) [Reserved]In the event Client enters into any of the following agreements (any such agreement, a “Client Service Provider Agreement”):
i) A brokerage services agreement with Anchorage Hold, LLC (“Trader”), under which Client appoints Trader to act as Client’s agent to issue Directions to Anchorage for the transfer of Client’s Digital Assets or fiat currency to an Account or Vault in the name of, and solely controlled by, Trader or its affiliates, for the purpose of trading, clearing, settling, netting, accounting for, and providing other services in connection with, Client’s Digital Assets or fiat currency;
ii) A lending agreement, a loan agreement and security agreement, or other similar agreement, regardless of how titled, with Anchorage Lending CA, LLC (“Lending”), under which Client appoints Lending to act as Client’s agent to issue Directions to Anchorage for the transfer of Client’s Digital Assets or fiat currency to or from an Account or Vault in the name of, and solely controlled by, Lending or its affiliates, or an omnibus account held for Client’s benefit, for the purpose of (i) advancing Client’s Digital Assets or fiat currency to Lending; or (ii) borrowing Digital Assets or fiat currency from Lending and providing collateral in connection therewith; or
iii) An agency appointment with any other party, under which Client appoints such Third Party (“Agent”) to act as Client’s agent to issue Directions to Anchorage for any purpose set forth in the appointment; then, in each applicable case, Client shall promptly notify Anchorage in writing of any such agency appointment using a form of notice acceptable to Anchorage. Where Client has duly appointed any of Trader, Lending or Agent (each, a “Client Service Provider”) as its agent pursuant to the foregoing agreements or a Control Agreement (defined below, each a “Client Service Provider Agreement”), Client directs Anchorage to follow, and Anchorage shall follow, any Direction initiated by a Client Service Provider related to Digital Assets or Fiat Services as if initiated directly by the Client provided that such Directions followed by Anchorage shall be limited to those contemplated by a Client Service Provider Agreement or otherwise agreed Anchorage Proprietary and Confidential between Client Service Provider and Anchorage, including, without limitation, through an Authenticated Instruction by a Client Service Provider on Client’s behalf.
(g) From time to time, Anchorage may, in its sole discretion, offer Client additional optional services involving settlement services (“Optional Settlement Services”). Client may elect to accept Optional Settlement Services by signing the Settlement Services Addendum attached to this Agreement, or by accepting such services in the Anchorage Platform if offered therein. In the event Client accepts Optional Settlement Servicesenters into an account control agreement, vault control agreement, or other similar agreement (regardless of how titled, a “Control Agreement”) with Anchorage, a lender (a “Control Party”) and any other parties (each, an “Ancillary Party”), under which Client directs Anchorage to follow such Control Party’s instructions as described therein, Client agrees directs Anchorage to comply with all terms follow, and conditions set forth under the Settlement Services Addendum. For the avoidance of doubtAnchorage shall follow, any Direction initiated by entering this Agreement, the Client has not elected such Control Party related to accept Optional Settlement Services from Anchorage.
(h) Anchorage agrees that Anchorage is solely responsible for any gas or network fees necessary for the transfer of Digital Assets in connection with or Fiat Services as if initiated directly by the Client. Directions of a Control Party or Ancillary Party may be initiated by any method contemplated by a Control Agreement or otherwise agreed between a Control Party, Ancillary Party and Anchorage, including, without limitation, through an Authenticated Instruction by a Control Party on Client’s Direction as set forth in this Agreement (including its obligation to settle any Transactions) as it relates to trust behalf or exchange-traded funds services. However, for any additional new entities added under this Agreement, Anchorage reserves the right to evaluate the applicable gas or network fees and shall notify the Client immediatelyAncillary Party on Client’s behalf.
Appears in 3 contracts
Sources: Master Custody Service Agreement (FT Intermediate, Inc.), Master Custody Service Agreement (FT Intermediate, Inc.), Master Custody Service Agreement (FT Intermediate, Inc.)
Provision of the Services. (a) Subject to (i) Client’s successful completion of the account acceptance process as provided in Section 2.1, and (ii) provided that Client is in compliance with the terms of this Agreement, during the Term, Anchorage will provide the Services to Client.
(b) Anchorage will reasonably determine the requirements for any Direction, including Authenticated Instructions, and whether such requirements have been satisfied as to any Direction, at all times subject to this Agreement. Anchorage shall not act on a direction or instruction which is not an Authenticated Instruction. Subject to the terms of, and provided Anchorage complies with its obligations under, this Agreement, Anchorage is entitled to rely upon a Direction in all respects. Client acknowledges and Anchorage agree and acknowledge that (i) Anchorage’s acceptance of Directions related to Client’s deposit and withdrawal of assets is based on the parameters of Authenticated Instructions and in accordance with Anchorage’s Services requirementsrequirements under this Agreement; (ii) Anchorage has no duty to inquire into or investigate the legality, validity, or accuracy of any information, data, or instructions related to a DirectionDirection that it reasonably believes is genuine following authentication, unless subject to, and provided Anchorage has constructive or actual knowledge that the person originating the Direction does not have the authority to bind the Clientcomplies with its obligations under, this Agreement; and (iii) except as required by LawAnchorage shall act in a commercially reasonable manner, and in conformance with the following: (a) Directions shall continue in full force and effect until executed, cancelled or superseded; (b) if any Directions are ambiguous or if in in Anchorage's reasonable opinion any Directions are likely to be inaccurate, Anchorage shall run notify Client and may refuse to execute such Directions until any such ambiguity has been resolved to Anchorage's satisfaction; and (c) Anchorage may refuse to execute Directions if in Anchorage's reasonable opinion such Directions are outside the scope of its obligations under this Agreement or are contrary to any applicable checks laws, rules and regulations, and Anchorage will promptly notify Client of such as sanctions screeningrefusal. Anchorage is responsible for losses resulting from its errors in executing a Direction from the Client (e.g., if Client provides the correct destination address for executing a withdrawal transaction, but Anchorage erroneously sends Client’s Digital Assets to another destination address).
(c) The Services are available only in connection with those Digital Assets and protocols that Anchorage, in its sole discretion, supports. The type and scope of Services that Anchorage supports for each Digital Asset, and applicable Fees for such Services, may differ. Under no circumstances should Client attempt to use the Services to store, send, request, or receive Digital Assets and protocols that Anchorage does not support. Anchorage assumes no responsibility in connection with any attempt to use any Account or Vault with Digital Assets that Anchorage does not support, and any such unsupported Digital Assets deposited to or received in any Account or Vault are subject to forfeiture and loss. The Digital Assets that Anchorage supports may change from time to time, based on Anchorage's sole and absolute discretion. Anchorage will notify Client in writing in advance if it ceases to support a particular Digital Asset for which Anchorage has previously provided Services to Client. In the case of bitcoin and ether, Anchorage shall provide Client with one hundred and eighty (180) days’ written notice before ceasing to support custody services for bitcoin and ether, unless Anchorage is required to cease such support by court order, statute, law, rule (including a self- self-regulatory organization rule), regulation, code, or other similar requirement, in which case written notice shall be provided promptly upon Anchorage determining it will not be able to support custody services for bitcoin and ether.
(d) Client acknowledges that Anchorage will not monitor Digital Assets for actions taken by the issuer of such Digital Asset, if any. Such actions may include an issuer instruction requiring the holder of a Digital Asset to transfer it to a certain location. For the avoidance of doubt, Client is solely responsible for satisfying or responding to any such actions of an issuer.
(e) Anchorage shall only follow the Directions from Client. Anchorage is released and held harmless by Client for following the Directions from the Client, subject to the terms of, and provided Anchorage complies with its obligations under, this Agreement.
(e) [Reserved]
(f) [Reserved]
(g) From time to time, Anchorage may, in its sole discretion, offer Client additional optional services involving settlement services (“Optional Settlement Services”). Client may elect to accept Optional Settlement Services by signing the Settlement Services Addendum attached to this Agreement, or by accepting a separate agreement involving such services in the Anchorage Platform if offered therein. In the event Client accepts Optional Settlement Services, Client agrees to comply with all terms and conditions set forth under the Settlement Services Addendum. For the avoidance of doubt, by entering this Agreement, the Client has not elected to accept Optional Settlement Services from Anchorage.
(h) Anchorage agrees that Anchorage is solely responsible for any gas or network fees necessary for the transfer of Digital Assets in connection with Client’s Direction as set forth in this Agreement (including its obligation pursuant to settle Client Directions. Anchorage shall be liable for paying any Transactions) as it relates to trust or exchange-traded funds services. However, for any additional new entities added under this Agreement, Anchorage reserves the right to evaluate the applicable gas or network fees on behalf of Client and shall notify the Client immediatelybe liable for any canceled Directions due to insufficient gas or network fees.
Appears in 2 contracts
Sources: Master Custody Service Agreement (iShares Bitcoin Trust ETF), Master Custody Service Agreement (iShares Ethereum Trust ETF)
Provision of the Services. (a) Subject to (i) Client’s successful completion of the account acceptance process as provided in Section 2.1, and and
(ii) provided that Client is in compliance with the terms of this Agreement, during the Term, Anchorage will provide the Services to Client.
(b) Anchorage will reasonably determine the requirements for any Direction, including Authenticated Instructions, and whether such requirements have been satisfied as to any Direction, at all times subject to this Agreement. Anchorage shall not act on a direction or instruction which is not an Authenticated Instruction. Subject to the terms of, and provided Anchorage complies with its obligations under, this Agreement, Anchorage is entitled to rely upon a Direction in all respects. Client acknowledges and Anchorage agree and acknowledge that (i) Anchorage’s acceptance of Directions related to Client’s deposit and withdrawal of assets is based on the parameters of Authenticated Instructions and in accordance with Anchorage’s Services requirementsrequirements under this Agreement; (ii) Anchorage has no duty to inquire into or investigate the legality, validity, or accuracy of any information, data, or instructions related to a DirectionDirection that it reasonably believes is genuine following authentication, unless subject to, and provided Anchorage has constructive or actual knowledge that the person originating the Direction does not have the authority to bind the Clientcomplies with its obligations under, this Agreement; and (iii) except as required by LawAnchorage shall act in a commercially reasonable manner, and in conformance with the following: (a) Directions shall continue in full force and effect until executed, cancelled or superseded; (b) if any Directions are ambiguous or if in in Anchorage’s reasonable opinion any Directions are likely to be inaccurate, Anchorage shall run notify Client and may refuse to execute such Directions until any such ambiguity has been resolved to Anchorage’s satisfaction; and (c) Anchorage may refuse to execute Directions if in Anchorage’s reasonable opinion such Directions are outside the scope of its obligations under this Agreement or are contrary to any applicable checks laws, rules and regulations, and Anchorage will promptly notify Client of such as sanctions screeningrefusal. Anchorage is responsible for losses resulting from its errors in executing a Direction from the Client (e.g., if Client provides the correct destination address for executing a withdrawal transaction, but Anchorage erroneously sends Client’s Digital Assets to another destination address).
(ca) The Services are available only in connection with those Digital Assets and protocols that Anchorage, in its sole discretion, supports, which as of the Effective Date are listed on Anchorage’s website at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/assets-supported. The type and scope of Services that Anchorage supports for each Digital Asset, and applicable Fees for such Services, may differdiffer. Under no circumstances should Client agrees that it will not knowingly attempt to use the Services to store, send, request, or receive Digital Assets and protocols that Anchorage does not support. Anchorage assumes no responsibility in connection with any attempt to use any Account or Vault with Digital Assets that Anchorage does not support, and any such unsupported Digital Assets deposited to or received in any Account or Vault are subject to forfeiture and lossmay be lost. The Digital Assets that Anchorage supports may change from time to time, based on Anchorage's ’s sole and absolute discretion. Anchorage will notify Client in writing one hundred and eighty (180) days in advance if it ceases to support any of the Digital Assets listed on Schedule I, (or in a particular timeframe as otherwise mutually agreed to by the Parties in writing with respect to Digital Asset Assets not listed on Schedule I), for which Anchorage has previously provided Services to Client. In the case of bitcoin and ether, Anchorage shall provide Client with one hundred and eighty (180) days’ written notice before ceasing to support custody services for bitcoin and ether, unless Anchorage is required to cease such support by court order, statute, law, rule (including a self- regulatory organization rule), regulation, code, or other similar requirement, in which case written notice shall be provided promptly upon Anchorage determining it will not be able to support custody services for bitcoin and ethersuch Digital Asset.
(d) Client acknowledges that Anchorage will not monitor Digital Assets for actions taken by the issuer of such Digital Asset, if any. Such actions may include an issuer instruction requiring the holder of a Digital Asset to transfer it to a certain location. For the avoidance of doubt, Client is solely responsible for satisfying or responding to any such actions of an issuer.
(e) Anchorage shall only follow the Directions from Client. Anchorage is released and held harmless by Client for following the Directions from the Client.
(fb) [Reserved]
(gc) From time to time, Anchorage may, in its sole discretion, offer Client additional optional services involving settlement services (“Optional Settlement Services”). Client may elect to accept Optional Settlement Services by signing the Settlement Services Addendum attached to this Agreement, or by accepting such services in the Anchorage Platform if offered therein. In the event Client accepts Optional Settlement Services, Client agrees to comply with all terms and conditions set forth under the Settlement Services Addendum. For the avoidance of doubt, by entering this Agreement, the Client has not elected to accept Optional Settlement Services from Anchorage.[Reserved]
(hd) Anchorage agrees that [Reserved]
(e) [Reserved]
(f) Anchorage is solely responsible for any gas or network fees necessary for the transfer of Digital Assets in connection with Client’s Direction as set forth in this Agreement (including its obligation pursuant to settle Client Directions. Anchorage shall be liable for paying any Transactions) as it relates to trust or exchange-traded funds services. However, for any additional new entities added under this Agreement, Anchorage reserves the right to evaluate the applicable gas or network fees on behalf of Client and shall notify the Client immediatelybe liable for any canceled Directions due to insufficient gas or network fees.
Appears in 1 contract
Sources: Master Custody Service Agreement (Fidelity Solana Fund)
Provision of the Services. (a) Subject to (i) Client’s successful completion of the account acceptance process as provided in Section 2.1, and (ii) provided that Client is in compliance with this Agreement, during the Term, Anchorage will provide the Services to Client. Subject to the terms of this Agreement, Anchorage shall take reasonable care and use commercially reasonable efforts in performing the Services; provided, however, that, to the extent Anchorage’s performance of all or part of the Services is subject to a standard set forth in this Agreement (including, without limitation, any service level or similar standard), Anchorage shall be deemed to have satisfied such obligation if Anchorage’s performance of such Services meets such standard.
(b) Anchorage will reasonably will, in its sole discretion, determine the requirements for any Direction, including Authenticated Instructions, and whether such requirements have been satisfied as to any Direction, at all times subject to this Agreement. Anchorage shall not act on create and maintain security procedures in accordance with industry standards for Authenticated Instructions, which procedures shall include a direction or instruction which is not an Authenticated Instructionmethod to verify and confirm the identity of Authorized Persons. Subject to the terms of, and provided Anchorage complies with its obligations under, this Agreement, Anchorage is entitled to rely upon information, data, and instructions from Client (or otherwise persons or parties authorized to act on its behalf) related to a Direction in all respects. Client acknowledges that (i) Anchorage’s acceptance of Directions related to Client’s deposit and withdrawal of assets is based on the parameters of Authenticated Instructions and in accordance with Anchorage’s Services requirements; and (ii) Anchorage has no duty to inquire into or investigate the legality, validity, or accuracy of any information, data, or instructions related to a Direction, unless Anchorage has constructive or actual knowledge that the person originating the Direction does not have the authority to bind the Client; and (iii) except as required by Law, Anchorage shall run applicable checks such as sanctions screening.
(c) The Services are available only in connection with those Digital Assets and protocols that Anchorage, in its sole discretion, supports. The type and scope of Services that Anchorage supports for each Digital Asset, and applicable Fees for such Services, may differ. Under no circumstances should Client attempt to use the Services to store, send, request, or receive Digital Assets and protocols that Anchorage does not support. Anchorage assumes no responsibility in connection with any attempt to use any Account or Vault with Digital Assets that Anchorage does not support, and any such unsupported Digital Assets deposited to or received in any Account or Vault are subject to forfeiture and loss. The Digital Assets that Anchorage supports may change from time to time, based on Anchorage's sole and absolute discretion. Anchorage will notify Client in writing in advance if it ceases to support a particular Digital Asset for which Anchorage has provided Services to Client. In the case Client and Client shall withdraw any and all Digital Asset no longer supported by Anchorage within thirty (30) days of bitcoin and ether, Anchorage shall provide Client with one hundred and eighty (180) days’ written notice before ceasing to support custody services for bitcoin and ether, unless Anchorage is required to cease receiving such support by court order, statute, law, rule (including a self- regulatory organization rule), regulation, code, or other similar requirement, in which case written notice shall be provided promptly upon Anchorage determining it will not be able to support custody services for bitcoin and ethernotice.
(d) In the event Client enters into any of the following agreements (any such agreement, a “Client Service Provider Agreement”):
i) A brokerage services agreement with Anchorage Hold, LLC or any other Anchorage Affiliate (“Broker”), under which Client appoints Broker to act as Client’s agent to issue Directions to Anchorage for the transfer of Client’s Digital Assets or fiat currency to an Account or Vault in the name of, and solely controlled by Anchorage or its Affiliates (“Staging Account”). The Staging Account is for the purpose of trading, clearing, settling, netting, accounting for, and providing other services in connection with, Client’s Digital Assets or fiat currency. The Staging Account may contain commingled assets of other Anchorage customers, and Client shall not have a claim to such assets of other Anchorage customers; it being understood and agreed that, pursuant to Section 1.4, Anchorage shall at all times maintain accurate books and records with respect to the ownership of all assets in the Staging Account;
ii) [Reserved]
iii) An agency appointment with any other party, under which Client appoints such Third Party (“Agent”) to act as Client’s agent to issue Directions to Anchorage for any purpose set forth in the appointment; then, in each applicable case, Client shall promptly notify Anchorage in writing of any such agency appointment using a form of notice acceptable to Anchorage. Where Client has duly appointed any of Broker or Agent (each, a “Client Service Provider”) as its agent pursuant to the foregoing agreements or a Control Agreement (each a Client Service Provider Agreement), Client directs Anchorage to follow, and Anchorage shall follow, any Direction initiated by a Client Service Provider related to Digital Assets or Fiat Services as if initiated directly by the Client provided that such Directions followed by Anchorage shall be limited to those contemplated by a Client Service Provider Agreement or otherwise agreed between Client Service Provider and Anchorage, including, without limitation, through an Authenticated Instruction by a Client Service Provider on Client’s behalf. Client agrees that ▇▇▇▇▇▇ shall have the ability to instruct Anchorage to restrict Client from withdrawing from Client’s Account and/or Vault for Obligations owed. In the event of any inconsistency between instructions from Broker and instructions from the Client, Client hereby acknowledges and agrees that Anchorage shall follow instructions from ▇▇▇▇▇▇, even if that may result in disregarding instructions from the Client. Accordingly, Client acknowledges and agrees that Client may not be able to withdraw any assets until Anchorage will not monitor Digital Assets for actions taken by receives confirmation from the issuer of Broker to release such Digital Asset, if any. Such actions may include an issuer instruction requiring restriction from the holder of a Digital Asset to transfer it to a certain location. For the avoidance of doubt, Client is solely responsible for satisfying or responding to any such actions of an issuerapplicable assets.
(e) In the event Client enters into an account control agreement, vault control agreement, or other similar agreement (regardless of how titled, a “Control Agreement”) with Anchorage, a lender (a “Control Party”) and any other parties (each, an “Ancillary Party”), under which Client directs Anchorage to follow such Control Party’s instructions as described therein, Client directs Anchorage to follow, and Anchorage shall only follow follow, any Direction initiated by such Control Party related to Digital Assets or Fiat Services as if initiated directly by the Directions from Client. Anchorage is released Directions of a Control Party or Ancillary Party may be initiated by any method contemplated by a Control Agreement or otherwise agreed between a Control Party, Ancillary Party and held harmless Anchorage, including, without limitation, through an Authenticated Instruction by Client for following the Directions from the a Control Party on Client’s behalf or Ancillary Party on Client’s behalf.
(f) [Reserved]
(g) From time to time, Anchorage may, in its sole discretion, offer Client additional optional services involving settlement services (“Optional Settlement Services”). Client may elect to accept Optional Settlement Services by signing the Settlement Services Addendum attached to this Agreement, or by accepting such services in the Anchorage Platform if offered therein. In the event Client accepts Optional Settlement Services, Client agrees to comply with all terms and conditions set forth under the Settlement Services Addendum. For the avoidance of doubt, by entering this Agreement, the Client has not elected to accept Optional Settlement Services from Anchorage.
(hg) Anchorage Client agrees that Anchorage Client is solely responsible for any gas or network fees necessary for the transfer of Digital Assets in connection with pursuant to Client Directions. To the extent a Client’s Direction as set forth in this Agreement (including its obligation Digital Assets are unable to settle any Transactions) as it relates be transferred out of the Account or Vault due to trust or exchange-traded funds services. However, for any additional new entities added under this Agreement, Anchorage reserves the right to evaluate the applicable insufficient gas or network fees necessary for the transfer, Client agrees to deposit additional Digital Assets to permit such transfer, otherwise the Direction to transfer such Digital Assets shall be deemed canceled and void. Anchorage shall not be liable for paying any gas or network fees on behalf of Client, unless otherwise agreed in writing between the parties, and shall notify the Client immediatelynot be liable for any canceled Directions due to insufficient gas or network fees.
Appears in 1 contract
Sources: Master Custody Service Agreement (Coeptis Therapeutics Holdings, Inc.)
Provision of the Services. (a) Subject to (i) Client’s successful completion of the account acceptance process as provided in Section 2.1, and (ii) provided that Client is in compliance with this AgreementAgreement in all material respects, during the Term, Anchorage will provide the Services to Client.
(b) Anchorage will reasonably determine will, in its sole discretion, with such determination not to be unreasonably delayed, conditioned or withheld, determine, the requirements for any Direction, including Authenticated Instructions, and whether such requirements have been satisfied as to any Direction, at all times subject to this Agreement. Anchorage shall not act on a direction or instruction which is not an Authenticated Instruction. Subject to the terms of, and provided Anchorage complies with its obligations under, this Agreement, Anchorage is entitled to rely upon information, data, and instructions from Client (or otherwise persons or parties authorized to act on its behalf) related to a Direction in all respects. Client acknowledges that (i) Anchorage’s acceptance of Directions related to Client’s deposit and withdrawal of assets is based on the parameters of Authenticated Instructions and in accordance with Anchorage’s Services requirements; and (ii) Anchorage has no duty to inquire into or investigate the legality, validity, or accuracy of any information, data, or instructions related to a Direction, unless Anchorage has constructive or actual knowledge that the person originating the Direction does not have the authority to bind the Client; and (iii) except as required by Law, Anchorage shall run applicable checks such as sanctions screening.
(c) The Services are available only in connection with those Digital Assets and protocols that Anchorage, in its sole discretion, supports, a list of which as the Effective Date of this Agreement has been provided to Client, which may be amended by Anchorage in its sole discretion, from time to time as discussed herein, and the Parties agree and acknowledge that the list of Digital Assets in the Anchorage application is the most up-to-date list that Anchorage shall support. The type and scope of Services that Anchorage supports for each Digital Asset, and applicable Fees for such Services, may differ. Under no circumstances should Client knowingly attempt to use the Services to store, send, request, or receive Digital Assets and protocols that Anchorage does not support. Anchorage assumes no responsibility in connection with any attempt to use any Account or Vault with Digital Assets that Anchorage does not support, and any such unsupported Digital Assets deposited to or received in any Account or Vault are subject to forfeiture and loss. The Digital Assets that Anchorage supports may change from time to time, based on Anchorage's ’s sole and absolute discretion. Anchorage will notify provide reasonable prior written notice to Client in writing in advance if it ceases to support a particular Digital Asset for which Anchorage has provided Services to Client. In For the case avoidance of bitcoin and etherdoubt, any new Digital Assets supported by Anchorage shall provide Client with one hundred and eighty (180) days’ written notice before ceasing to support custody services for bitcoin and ether, unless be available in the Anchorage is required to cease such support by court order, statute, law, rule (including a self- regulatory organization rule), regulation, code, or other similar requirement, in which case written notice shall be provided promptly upon Anchorage determining it will not be able to support custody services for bitcoin and etherapplication.
(d) Client acknowledges that Anchorage will not monitor Digital Assets for actions taken by the issuer of such Digital Asset, if any. Such actions may include an issuer instruction requiring the holder of a Digital Asset to transfer it to a certain location. For the avoidance of doubt, Client is solely responsible for satisfying or responding to any such actions of an issuer.
(e) Unless acting in accordance with Section 1.2(f) (g), or (j), Anchorage shall only follow the Directions from Client. Anchorage is released and held harmless by Client for following the Directions from the Client.
(f) [Reserved]In the event Client enters into any of the following agreements (any such agreement, a “Client Service Provider Agreement”):
i) A brokerage services agreement with Anchorage Hold, LLC (“Trader”), under which Client appoints Trader to act as Client’s agent to issue Directions to Anchorage for the transfer of Client’s Digital Assets or fiat currency to an Account or Vault in the name of, and solely controlled by, Trader or its affiliates, for the purpose of trading, clearing, settling, netting, accounting for, and providing other services in connection with, Client’s Digital Assets or fiat currency;
ii) A lending agreement, a loan agreement and security agreement, or other similar agreement, regardless of how titled, with Anchorage Lending CA, LLC (“Lending”), under which Client appoints Lending to act as Client’s agent to issue Directions to Anchorage for the transfer of Client’s Digital Assets or fiat currency to or from an Account or Vault in the name of, and solely controlled by, Lending or its affiliates, or an omnibus account held for Client’s benefit, for the purpose of (i) advancing Client’s Digital Assets or fiat currency to Lending; or (ii) borrowing Digital Assets or fiat currency from Lending and providing collateral in connection therewith; or
iii) An agency appointment with any other party, under which Client appoints such Third Party (“Agent”) to act as Client’s agent to issue Directions to Anchorage for any purpose set forth in the appointment; then, in the case of (iii), if applicable, Client shall promptly notify Anchorage in writing of any such agency appointment using a reasonable form of notice acceptable to Anchorage. Where Client has duly appointed any of Trader, Lending or Agent (each, a “Client Service Provider”) as its agent pursuant to the foregoing agreements or, if applicable, a Control Agreement (each a Client Service Provider Agreement), Client directs Anchorage to follow, and Anchorage shall follow, any Direction initiated by a Client Service Provider related to Digital Assets or Fiat Services as if initiated directly by the Client provided that such Directions followed by Anchorage shall be limited to those contemplated by a Client Service Provider Agreement or otherwise agreed between Client, Client Service Provider and Anchorage, including, without limitation, through an Authenticated Instruction by a Client Service Provider on Client’s behalf.
(g) In the event Client enters into an account control agreement, vault control agreement, or other similar agreement (regardless of how titled, a “Control Agreement”) with Anchorage, a lender (a “Control Party”) and any other parties (each, an “Ancillary Party”), under which Client directs Anchorage to follow such Control Party’s instructions as described therein, Client directs Anchorage to follow, and Anchorage shall follow, any Direction initiated by such Control Party related to Digital Assets or Fiat Services as if initiated directly by the Client. Directions of a Control Party or Ancillary Party may be initiated by any method contemplated by a Control Agreement or otherwise agreed between a Control Party, Ancillary Party and Anchorage, including, without limitation, through an Authenticated Instruction by a Control Party on Client’s behalf or Ancillary Party on Client’s behalf.
(h) From time to time, Anchorage may, in its sole discretion, offer Client additional optional services involving settlement services (“Optional Settlement Services”). Client may elect to accept the applicable Optional Settlement Services Service being offered by signing the Settlement Services Addendum attached to this AgreementAgreement (as may be amended in connection with the applicable Optional Settlement Service), or by accepting such services in the Anchorage Platform if offered therein. In the event Client accepts Optional Settlement Services, Client agrees to comply with all terms and conditions set forth under the applicable Settlement Services Addendum. For the avoidance of doubt, by entering this Agreement, the Client has not elected to accept Optional Settlement Services from Anchorage.
(hi) Anchorage Client agrees that Anchorage Client is solely responsible for any gas or network fees necessary for the transfer of Digital Assets in connection with pursuant to Client Directions. To the extent a Client’s Direction as set forth in this Agreement (including its obligation Digital Assets are unable to settle any Transactions) as it relates be transferred out of the Account due to trust or exchange-traded funds services. However, for any additional new entities added under this Agreement, Anchorage reserves the right to evaluate the applicable insufficient gas or network fees necessary for the transfer, Client agrees to deposit additional Digital Assets to permit such transfer, otherwise the Direction to transfer such Digital Assets shall be deemed canceled and void. Anchorage shall not be liable for paying any gas or network fees on behalf of Client, unless otherwise agreed in writing between the parties, and shall notify the Client immediatelynot be liable for any canceled Directions due solely to insufficient gas or network fees.
Appears in 1 contract
Sources: Master Custody Service Agreement (21Shares Core Ethereum ETF)
Provision of the Services. (a) Subject to (i) Client’s successful completion of the account acceptance process as provided in Section 2.1, and (ii) provided that Client is in compliance with this Agreement, during the Term, Anchorage will provide the Services to Client.
(b) Anchorage will reasonably will, in its sole discretion, determine the requirements for any Direction, including Authenticated Instructions, and whether such requirements have been satisfied as to any Direction, at all times subject to this Agreement. Anchorage shall not act on a direction or instruction which is not an Authenticated Instruction. Subject to the terms of, and provided Anchorage complies with its obligations under, this Agreement, Anchorage is entitled to rely upon information, data, and instructions from Client (or otherwise persons or parties authorized to act on its behalf) related to a Direction in all respectsrespect. Client acknowledges that (i) Anchorage’s acceptance of Directions related to Client’s deposit and withdrawal of assets is based on the parameters of Authenticated Instructions and in accordance with Anchorage’s Services requirements; and (ii) Anchorage has no duty to inquire into or investigate the legality, validity, or accuracy of any information, data, or instructions related to a Direction, unless Anchorage has constructive or actual knowledge that the person originating the Direction does not have the authority to bind the Client; and (iii) except as required by Law, Anchorage shall run applicable checks such as sanctions screening.
(c) The Services are available only in connection with those Digital Assets and protocols that Anchorage, in its sole discretion, supports. The type and scope of Services that Anchorage supports for each Digital Asset, and applicable Fees for such Services, may differ. Under no circumstances should Client attempt to use the Services to store, send, request, or receive Digital Assets and protocols that Anchorage does not support. Anchorage assumes no responsibility in connection with any attempt to use any Account or Vault with Digital Assets that Anchorage does not support, and any such unsupported Digital Assets deposited to or received in any Account or Vault are subject to forfeiture and loss. The Digital Assets that Anchorage supports may change from time to time, based on Anchorage's ’s sole and absolute discretion. Anchorage will notify Client in writing in advance if it ceases to support a particular Digital Asset for which Anchorage has provided Services to Client. In the case of bitcoin and ether, Anchorage shall provide Client with one hundred and eighty (180) days’ written notice before ceasing to support custody services for bitcoin and ether, unless Anchorage is required to cease such support by court order, statute, law, rule (including a self- regulatory organization rule), regulation, code, or other similar requirement, in which case written notice shall be provided promptly upon Anchorage determining it will not be able to support custody services for bitcoin and ether.
(d) Client acknowledges that Anchorage will not monitor Digital Assets for actions taken by the issuer of such Digital Asset, if any. Such actions may include an issuer instruction requiring the holder of a Digital Asset to transfer it to a certain location. For the avoidance of doubt, Client is solely responsible for satisfying or responding to any such actions of an issuer.
(e) Unless acting in accordance with Section 1.2(f) or (g), Anchorage shall only follow the Directions from Client. Anchorage is released and held harmless by Client for following the Directions from the Client, Client Service Providers and Control Parties, when acting in accordance with any Client Service Provider Agreement or Control Agreement, as the case may be.
(f) [Reserved]In the event Client enters into any of the following agreements (any such agreement, a “Client Service Provider Agreement”):
i) A brokerage services agreement with Anchorage Hold, LLC (“Trader”), under which Client appoints Trader to act as Client’s agent to issue Directions to Anchorage for the transfer of Client’s Digital Assets or fiat currency to an Account or Vault in the name of, and solely controlled by, Trader or its affiliates, for the purpose of trading, clearing, settling, netting, accounting for, and providing other services in connection with, Client’s Digital Assets or fiat currency;
ii) A lending agreement, a loan agreement and security agreement, or other similar agreement, regardless of how titled, with Anchorage Lending CA, LLC (“Lending”), under which Client appoints Lending to act as Client’s agent to issue Directions to Anchorage for the transfer of Client’s Digital Assets or fiat currency to or from an Account or Vault in the name of, and solely controlled by, Lending or its affiliates, or an omnibus account held for Client’s benefit, for the purpose of (i) advancing Client’s Digital Assets or fiat currency to Lending; or (ii) borrowing Digital Assets or fiat currency from Lending and providing collateral in connection therewith; or
iii) An agency appointment with any other party, under which Client appoints such Third Party (“Agent’’) to act as Client’s agent to issue Directions to Anchorage for any purpose set forth in the appointment; then, in each applicable case, Client shall promptly notify Anchorage in writing of any such agency appointment using a form of notice acceptable to Anchorage. Where Client has duly appointed any of Trader, Lending or Agent (each, a “Client Service Provider”) as its agent pursuant to the foregoing agreements or a control Agreement (each a Client Service Provider Agreement), Client directs Anchorage to follow, and Anchorage shall follow, any Direction initiated by a Client Service Provider related to Digital Assets or Fiat Services as if initiated directly by the Client provided that such Directions followed by Anchorage shall be limited to those contemplated by a Client Service Provider Agreement or otherwise agreed between Client Service Provider and Anchorage, including, without limitation, through an Authenticated Instruction by a Client Service Provider on Client’s behalf.
(g) In the event Client enters into an account control agreement, vault control agreement, or other similar agreement (regardless of how titled, a “Control Agreement”) with Anchorage, a lender (a “Control Party”) and any other parties (each, an “Ancillary Party”), under which Client directs Anchorage to follow such Control Party’s instructions as described therein, Client directs Anchorage to follow, and Anchorage shall follow, any Direction initiated by such Control Party related to Digital Assets or Fiat Services as if initiated directly by the Client. Directions of a Control Party or Ancillary Party may be initiated by any method contemplated by a Control Agreement or otherwise agreed between a Control Party, Ancillary Party and Anchorage, including, without limitation, through an Authenticated Instruction by a Control Party on Client’s behalf or Ancillary Party on Client’s behalf.
(h) From time to time, Anchorage may, in its sole discretion, offer Client additional optional services involving settlement services (“Optional Settlement Services”’’). Client may elect to accept Optional Settlement Services by signing the Settlement Services Addendum attached to this Agreement, or by accepting such services in the Anchorage Platform if offered therein. In the event Client accepts Optional Settlement Services, Client agrees to comply with all terms and conditions set forth under the Settlement Services Addendum. For the avoidance of doubt, by entering this Agreement, the Client has not elected to accept Optional Settlement Services from Anchorage.
(hi) Anchorage Client agrees that Anchorage Client is solely responsible for any gas or network fees necessary for the transfer of Digital Assets in connection with pursuant to Client Directions. To the extent a Client’s Direction as set forth in this Agreement (including its obligation Digital Assets are unable to settle any Transactions) as it relates be transferred out of the Account due to trust or exchange-traded funds services. However, for any additional new entities added under this Agreement, Anchorage reserves the right to evaluate the applicable insufficient gas or network fees necessary for the transfer, Client agrees to deposit additional Digital Assets to permit such transfer, otherwise the Direction to transfer such Digital Assets shall be deemed canceled and void. Anchorage shall not be liable for paying any gas or network fees on behalf of Client, unless otherwise agreed in writing between the parties, and shall notify the Client immediatelynot be liable for any canceled Directions due to insufficient gas or network fees.
Appears in 1 contract
Provision of the Services. (a) Subject to (i) Client’s successful completion of the account acceptance process as provided in Section 2.1, and (ii) provided that Client is in compliance with this Agreement, during the Term, Anchorage will provide the Services to Client. Subject to the terms of this Agreement, Anchorage shall take reasonable care and use commercially reasonable efforts in performing the Services; provided, however, that, to the extent Anchorage’s performance of all or part of the Services is subject to a standard set forth in this Agreement (including, without limitation, any service level or similar standard), Anchorage shall be deemed to have satisfied such obligation if Anchorage’s performance of such Services meets such standard.
(b) Anchorage will reasonably will, in its sole discretion, determine the requirements for any Direction, including Authenticated Instructions, and whether such requirements have been satisfied as to any Direction, at all times subject to this Agreement. Anchorage shall not act on a direction or instruction which is not an Authenticated Instruction. Subject to the terms of, and provided Anchorage complies with its obligations under, this Agreement, Anchorage is entitled to rely upon information, data, and instructions from Client (or otherwise persons or parties authorized to act on its behalf) related to a Direction in all respects. Client acknowledges that (i) Anchorage’s acceptance of Directions related to Client’s deposit and withdrawal of assets is based on the parameters of Authenticated Instructions and in accordance with Anchorage’s Services requirements; and (ii) Anchorage has no duty to inquire into or investigate the legality, validity, or accuracy of any information, data, or instructions related to a Direction, unless Anchorage has constructive or actual knowledge that the person originating the Direction does not have the authority to bind the Client; and (iii) except as required by Law, Anchorage shall run applicable checks such as sanctions screening.
(c) The Services are available only in connection with those Digital Assets and protocols that Anchorage, in its sole discretion, supports. The type and scope of Services that Anchorage supports for each Digital Asset, and applicable Fees for such Services, may differ. Under no circumstances should Client attempt to use the Services to store, send, request, or receive Digital Assets and protocols that Anchorage does not support. Anchorage assumes no responsibility in connection with any attempt to use any Account or Vault with Digital Assets that Anchorage does not support, and any such unsupported Digital Assets deposited to or received in any Account or Vault are subject to forfeiture and loss. The Digital Assets that Anchorage supports may change from time to time, based on Anchorage's ’s sole and absolute discretion. Anchorage will notify Client in writing in advance if it ceases to support a particular Digital Asset for which Anchorage has provided Services to Client. In the case Client and Client shall withdraw any and all Digital Asset no longer supported by Anchorage within thirty (30) days of bitcoin and ether, Anchorage shall provide Client with one hundred and eighty (180) days’ written notice before ceasing to support custody services for bitcoin and ether, unless Anchorage is required to cease receiving such support by court order, statute, law, rule (including a self- regulatory organization rule), regulation, code, or other similar requirement, in which case written notice shall be provided promptly upon Anchorage determining it will not be able to support custody services for bitcoin and ethernotice.
(d) In the event Client enters into any of the following agreements (any such agreement, a “Client Service Provider Agreement”):
i) A brokerage services agreement with Anchorage Hold, LLC or any other Anchorage Affiliate (“Broker”), under which Client appoints Broker to act as Client’s agent to issue Directions to Anchorage for the transfer of Client’s Digital Assets or fiat currency to an Account or Vault in the name of, and solely controlled by Anchorage or its Affiliates (“Staging Account”). The Staging Account is for the purpose of trading, clearing, settling, netting, accounting for, and providing other services in connection with, Client’s Digital Assets or fiat currency. The Staging Account may contain commingled assets of other Anchorage customers, and Client shall not have a claim to such assets of other Anchorage customers; it being understood and agreed that, pursuant to Section 1.4, Anchorage shall at all times maintain accurate books and records with respect to the ownership of all assets in the Staging Account;
ii) [Reserved]
iii) An agency appointment with any other party, under which Client appoints such Third Party (“Agent”) to act as Client’s agent to issue Directions to Anchorage for any purpose set forth in the appointment; then, in each applicable case, Client shall promptly notify Anchorage in writing of any such agency appointment using a form of notice acceptable to Anchorage. Where Client has duly appointed any of Broker, or Agent (each, a “Client Service Provider”) as its agent pursuant to the foregoing agreements or a Control Agreement (each a Client Service Provider Agreement), Client directs Anchorage to follow, and Anchorage shall follow, any Direction initiated by a Client Service Provider related to Digital Assets or Fiat Services as if initiated directly by the Client provided that such Directions followed by Anchorage shall be limited to those contemplated by a Client Service Provider Agreement or otherwise agreed between Client Service Provider and Anchorage, including, without limitation, through an Authenticated Instruction by a Client Service Provider on Client’s behalf. Client agrees that B▇▇▇▇▇ shall have the ability to instruct Anchorage to restrict Client from withdrawing from Client’s Account and/or Vault for Obligations owed. In the event of any inconsistency between instructions from Broker and instructions from the Client, Client hereby acknowledges and agrees that Anchorage shall follow instructions from B▇▇▇▇▇, even if that may result in disregarding instructions from the Client. Accordingly, Client acknowledges and agrees that Client may not be able to withdraw any assets until Anchorage will not monitor Digital Assets for actions taken by receives confirmation from the issuer of Broker to release such Digital Asset, if any. Such actions may include an issuer instruction requiring restriction from the holder of a Digital Asset to transfer it to a certain location. For the avoidance of doubt, Client is solely responsible for satisfying or responding to any such actions of an issuerapplicable assets.
(e) In the event Client enters into an account control agreement, vault control agreement, or other similar agreement (regardless of how titled, a “Control Agreement”) with Anchorage, a lender (a “Control Party”) and any other parties (each, an “Ancillary Party”), under which Client directs Anchorage to follow such Control Party’s instructions as described therein, Client directs Anchorage to follow, and Anchorage shall only follow follow, any Direction initiated by such Control Party related to Digital Assets or Fiat Services as if initiated directly by the Directions from Client. Anchorage is released Directions of a Control Party or Ancillary Party may be initiated by any method contemplated by a Control Agreement or otherwise agreed between a Control Party, Ancillary Party and held harmless Anchorage, including, without limitation, through an Authenticated Instruction by Client for following the Directions from the a Control Party on Client’s behalf or Ancillary Party on Client’s behalf.
(f) [Reserved]
(g) From time to time, Anchorage may, in its sole discretion, offer Client additional optional services involving settlement services (“Optional Settlement Services”). Client may elect to accept Optional Settlement Services by signing the Settlement Services Addendum attached to this Agreement, or by accepting such services in the Anchorage Platform if offered therein. In the event Client accepts Optional Settlement Services, Client agrees to comply with all terms and conditions set forth under the Settlement Services Addendum. For the avoidance of doubt, by entering this Agreement, the Client has not elected to accept Optional Settlement Services from Anchorage.
(hg) Anchorage Client agrees that Anchorage Client is solely responsible for any gas or network fees necessary for the transfer of Digital Assets in connection with pursuant to Client Directions. To the extent a Client’s Direction as set forth in this Agreement (including its obligation Digital Assets are unable to settle any Transactions) as it relates be transferred out of the Account or Vault due to trust or exchange-traded funds services. However, for any additional new entities added under this Agreement, Anchorage reserves the right to evaluate the applicable insufficient gas or network fees necessary for the transfer, Client agrees to deposit additional Digital Assets to permit such transfer, otherwise the Direction to transfer such Digital Assets shall be deemed canceled and void. Anchorage shall not be liable for paying any gas or network fees on behalf of Client, unless otherwise agreed in writing between the parties, and shall notify the Client immediatelynot be liable for any canceled Directions due to insufficient gas or network fees.
Appears in 1 contract
Sources: Master Custody Service Agreement (Hyperliquid Strategies Inc)
Provision of the Services. (a) Subject to (i) Client’s successful completion of the account acceptance process as provided in Section 2.1, and (ii) provided that Client is in compliance with this Agreement, during the Term, Anchorage will provide the Services to Client. Subject to the terms of this Agreement, Anchorage shall take reasonable care and use commercially reasonable efforts in performing the Services; provided, however, that, to the extent Anchorage’s performance of all or part of the Services is subject to a standard set forth in this Agreement (including, without limitation, any service level or similar standard), Anchorage shall be deemed to have satisfied such obligation if Anchorage’s performance of such Services meets such standard.
(b) Anchorage will reasonably will, in its sole discretion, determine the requirements for any Direction, including Authenticated Instructions, and whether such requirements have been satisfied as to any Direction, at all times subject to this Agreement. Anchorage shall not act on a direction or instruction which is not an Authenticated Instruction. Subject to the terms of, and provided Anchorage complies with its obligations under, this Agreement, Anchorage is entitled to rely upon information, data, and instructions from Client (or otherwise persons or parties authorized to act on its behalf) related to a Direction in all respects. Client acknowledges that (i) Anchorage’s acceptance of Directions related to Client’s deposit and withdrawal of assets is based on the parameters of Authenticated Instructions and in accordance with Anchorage’s Services requirements; and (ii) Anchorage has no duty to inquire into or investigate the legality, validity, or accuracy of any information, data, or instructions related to a Direction, unless Anchorage has constructive or actual knowledge that the person originating the Direction does not have the authority to bind the Client; and (iii) except as required by Law, Anchorage shall run applicable checks such as sanctions screening.
(c) The Services are available only in connection with those Digital Assets and protocols that Anchorage, in its sole discretion, supports. The type and scope of Services that Anchorage supports for each Digital Asset, and applicable Fees for such Services, may differ. Under no circumstances should Client attempt to use the Services to store, send, request, or receive Digital Assets and protocols that Anchorage does not support. Anchorage assumes no responsibility in connection with any attempt to use any Account or Vault with Digital Assets that Anchorage does not support, and any such unsupported Digital Assets deposited to or received in any Account or Vault are subject to forfeiture and loss. The Digital Assets that Anchorage supports may change from time to time, based on Anchorage's ’s sole and absolute discretion. Anchorage will notify Client in writing in advance if it ceases to support a particular Digital Asset for which Anchorage has provided Services to ClientClient and Client shall withdraw any and all Digital Asset no longer supported by Anchorage within sixty (60) days of receiving such notice. In the case of bitcoin and etherIf Client is unable to withdraw such Digital Assets within this timeframe due to circumstances beyond its reasonable control, Anchorage shall provide cooperate with Client with one hundred and eighty (180) days’ written notice before ceasing in Client’s reasonable efforts to support custody services for bitcoin and ether, unless Anchorage is required to cease complete the safe transfer of such support by court order, statute, law, rule (including a self- regulatory organization rule), regulation, code, or other similar requirement, in which case written notice shall be provided promptly upon Anchorage determining it will not be able to support custody services for bitcoin and etherassets.
(d) In the event Client enters into any of the following agreements (any such agreement, a “Client Service Provider Agreement”):
i) A brokerage services agreement with Anchorage Hold, LLC or any other Anchorage Affiliate (“Broker”), under which Client appoints Broker to act as Client’s agent to issue Directions to Anchorage for the transfer of Client’s Digital Assets or fiat currency to an Account or Vault in the name of, and solely controlled by Anchorage or its Affiliates (“Staging Account”). The Staging Account is for the purpose of trading, clearing, settling, netting, accounting for, and providing other services in connection with, Client’s Digital Assets or fiat currency. The Staging Account may contain commingled assets of other Anchorage customers, and Client shall not have a claim to such assets of other Anchorage customers; it being understood and agreed that, pursuant to Section 1.4, Anchorage shall at all times maintain accurate books and records with respect to the ownership of all assets in the Staging Account;
ii) [Reserved]
iii) An agency appointment with any other party, under which Client appoints such Third Party (“Agent”) to act as Client’s agent to issue Directions to Anchorage for any purpose set forth in the appointment; then, in each applicable case, Client shall promptly notify Anchorage in writing of any such agency appointment using a form of notice acceptable to Anchorage. Where Client has duly appointed any of Broker, or Agent (each, a “Client Service Provider”) as its agent pursuant to the foregoing agreements or a Control Agreement (each a Client Service Provider Agreement), Client directs Anchorage to follow, and Anchorage shall follow, any Direction initiated by a Client Service Provider related to Digital Assets or Fiat Services as if initiated directly by the Client provided that such Directions followed by Anchorage shall be limited to those contemplated by a Client Service Provider Agreement or otherwise agreed between Client Service Provider and Anchorage, including, without limitation, through an Authenticated Instruction by a Client Service Provider on Client’s behalf. Client agrees that B▇▇▇▇▇ shall have the ability to instruct Anchorage to restrict Client from withdrawing from Client’s Account and/or Vault for Obligations owed. In the event of any inconsistency between instructions from Broker and instructions from the Client, Client hereby acknowledges and agrees that Anchorage shall follow instructions from B▇▇▇▇▇, even if that may result in disregarding instructions from the Client. Accordingly, Client acknowledges and agrees that Client may not be able to withdraw any assets until Anchorage will not monitor Digital Assets for actions taken by receives confirmation from the issuer of Broker to release such Digital Asset, if any. Such actions may include an issuer instruction requiring restriction from the holder of a Digital Asset to transfer it to a certain location. For the avoidance of doubt, Client is solely responsible for satisfying or responding to any such actions of an issuerapplicable assets.
(e) In the event Client enters into an account control agreement, vault control agreement, or other similar agreement (regardless of how titled, a “Control Agreement”) with Anchorage, a lender (a “Control Party”) and any other parties (each, an “Ancillary Party”), under which Client directs Anchorage to follow such Control Party’s instructions as described therein, Client directs Anchorage to follow, and Anchorage shall only follow follow, any Direction initiated by such Control Party related to Digital Assets or Fiat Services as if initiated directly by the Directions from Client. Anchorage is released Directions of a Control Party or Ancillary Party may be initiated by any method contemplated by a Control Agreement or otherwise agreed between a Control Party, Ancillary Party and held harmless Anchorage, including, without limitation, through an Authenticated Instruction by Client for following the Directions from the a Control Party on Client’s behalf or Ancillary Party on Client’s behalf.
(f) [Reserved]
(g) From time to time, Anchorage may, in its sole discretion, offer Client additional optional services involving settlement services (“Optional Settlement Services”). Client may elect to accept Optional Settlement Services by signing the Settlement Services Addendum attached to this Agreement, or by accepting such services in the Anchorage Platform if offered therein. In the event Client accepts Optional Settlement Services, Client agrees to comply with all terms and conditions set forth under the Settlement Services Addendum. For the avoidance of doubt, by entering this Agreement, the Client has not elected to accept Optional Settlement Services from Anchorage.
(hg) Anchorage Client agrees that Anchorage Client is solely responsible for any gas or network fees necessary for the transfer of Digital Assets in connection with pursuant to Client Directions. To the extent a Client’s Direction as set forth in this Agreement (including its obligation Digital Assets are unable to settle any Transactions) as it relates be transferred out of the Account or Vault due to trust or exchange-traded funds services. However, for any additional new entities added under this Agreement, Anchorage reserves the right to evaluate the applicable insufficient gas or network fees necessary for the transfer, Client agrees to deposit additional Digital Assets to permit such transfer, otherwise the Direction to transfer such Digital Assets shall be deemed canceled and void. Anchorage shall not be liable for paying any gas or network fees on behalf of Client, unless otherwise agreed in writing between the parties, and shall notify the Client immediatelynot be liable for any canceled Directions due to insufficient gas or network fees.
Appears in 1 contract
Sources: Master Custody Service Agreement (ETF Opportunities Trust)