LINKED WALLET ADDENDUM – Prime Trust, LLC

This Linked Wallet Addendum sets out the additional terms and conditions between you and BAM Trading Services, Inc. (“BAM,” doing business as “Binance US”), a Delaware corporation, in relation to the third-party Linked Wallet operated by Prime Trust, LLC ("PT"), a Nevada trust company. Capitalized terms used by not defined herein shall have the respective meanings given to such terms in the User Agreement.

This Linked Wallet Addendum for the Linked Wallet operated by PT ("LW Terms") is incorporated into the User Agreement by reference and must be read together with the User Agreement. In the event of any inconsistency between the provisions in the User Agreement and the provisions of these LW Terms, the provisions of these LW Terms shall prevail.

These LW Terms apply to you immediately upon the opening of a Linked Wallet with PT and operate as a binding contract between BAM and you. These LW Terms also operate in addition to the PT Custodial Account Agreement and PT Privacy Policy that you have or will enter into with PT. By using the Services, you are deemed to have accepted these LW Terms.

The terms in these LW Terms may be amended, supplemented and/or replaced from time to time, in accordance with Clause 14.5 of the User Agreement.

DEFINITIONS

In these LW Terms, unless the context otherwise requires, the following words and expressions shall bear the following meanings:

"Available Trading Balance" means the monetary value of fiat currency in USD that the User can use for trades on the BAM Platform.

"BAM Account" means an account of the User opened and maintained with BAM for purposes of procuring any Services.

"BAM',s Privacy Policy" means BAM's privacy policy, as amended, supplemented or replaced from time to time.

"BAM Platform" means the Digital Assets trading platform described in Clause 1.2 of the User Agreement.

"Fiat Currency Withdrawal" has the meaning given to it in Clause 5.1 below.

"Minimum Amount" means the minimum USD amount as required by BAM that must be maintained in the Linked Wallet.

"Linked Wallet" has the meaning given to it in Clause 1.1(b) below.

"Services" has the meaning given to it in the User Agreement.

"Transaction" means any sale, purchase or other transaction in such Digital Asset(s) or such other asset(s) or product(s) as BAM may from time to time permit to be carried out on the BAM Platform.

"USD" means the lawful currency of the United States of America.

"User" means any individual, corporation, legal person, entity or other organization for whom BAM is maintaining or continuing to maintain one or more BAM Account(s) for the provision of Services, and who opens a Linked Wallet with PT for the purposes of trading on the BAM Platform.

"PT Account" has the meaning given to it in Clause 1.1 below.

"Wallets" has the meaning given to it in Clause 1.1 below.

1. General

1.1 In order to access USD trading on the BAM Platform, you agree to open and maintain an account with PT ("PT Account"). Each PT Account will consist of a PT Linked Wallet that will only be used for purposes of the User's trading activities on the BAM Platform ("Linked Wallet"). Only funds deposited in this Linked Wallet can be used for USD Transactions on the BAM Platform.

1.2 For the avoidance of doubt, all monies in the/your Linked Wallet are held by PT on your behalf at all times; at no time will BAM be the holder of any money in the/your Linked Wallet. You maintain a direct customer relationship with PT regarding the Linked Wallet, and PT is responsible for establishing and maintaining balances in the Linked Wallet, processing and settling all transfers and transactions through, to, and from the Linked Wallet and exercising principal oversight and control over the Linked Wallet.

1.3 All monies in the/your Linked Wallet are held as cash in pooled custodial accounts at one or more banks insured by the Federal Deposit Insurance Corporation (“FDIC”). The custodial accounts have been established in a manner to provide eligibility for pass-through FDIC insurance up to the depositor coverage limit, which is currently $250,000 per individual. The purpose of FDIC pass-through insurance is to protect customer funds held by PT against the risk of loss if any of the insured depository institutions where PT maintains custodial accounts were to fail.

2. User Authorizations

2.1 You hereby authorize BAM and its employees and agents, in relation to your Linked Wallet and your utilization of the Services, to, among other things:
  • (a) access and view the balances and all other Transaction information (including Transaction history) relating to any of the Linked Wallet for the purpose of reconciliation and computation of amounts due to or from you arising from Transactions on the BAM Platform;
  • (b) instruct PT to effect transfer of funds to/from the Linked Wallet;
  • (c) instruct PT to effect credit and debit of the Linked Wallet balance in relation to Transactions which have been executed on the BAM Platform or for fees and charges arising from Transactions conducted through the BAM Platform, or in relation to Transactions which have been unwound pursuant to the User Agreement;
  • (d) freeze (or instruct PT to freeze) further credit or debit to or from the Linked Wallet due to your breach of the User Agreement or breach of applicable law, or if there is a suspicion of money laundering/terrorism financing, or if there are breaches of anti-money laundering/countering the financing of terrorism policies and procedures; and
  • (e) use any of your data or information obtained through PT for purposes of effecting Transactions on the BAM Platform or otherwise and/or share any of your data or information with PT for purposes of operating and maintaining the PT Account and Wallets.

2.2 For avoidance of doubt, BAM does not own any of the transactions or other details related to your PT Account. BAM's role is only as a facilitator that accesses your Linked Wallet through the API integration made available through PT, such that BAM can send USD deposit, withdrawal and transfer instructions on behalf of you in connection with your trading activities on the BAM Platform.

2.3 You may only withdraw or revoke the authorizations described in Clause 2.1 above upon closure of your BAM Account in accordance with the process set out in Clause 2.8 of the User Agreement. Should you instruct PT to revoke any of these authorizations prior to the closure of your BAM Account, then you will not be entitled to continue using any of the Services. BAM shall have the right to immediately terminate and/or cancel your BAM Account pursuant to Clause 7.1 of the User Agreement.

3. Transfer of funds to Linked Wallet

3.1 Your Available Trading Balance will only reflect the funds transferred upon notification by PT to us that such funds have been transferred to the Linked Wallet.

4. Settlement of trades

4.1 BAM will transmit settlement instructions in respect of any fiat currency amounts to PT on a periodic basis. PT will perform reconciliation of the Linked Wallets and update the balances in each User's Linked Wallet to reflect all transactions conducted during the period.

5. Transfer of funds from Linked Wallet

5.1 You may initiate a transfer of fiat currency funds from the Linked Wallet ("Fiat Currency Withdrawal") by submitting the relevant instruction to PT via BAM in accordance with the instructions on the Website (or such other method that BAM may prescribe from time to time), and confirming your instruction (through the method BAM may prescribe from time to time) to withdraw such funds.

5.2 You agree and acknowledge that any request for a Fiat Currency Withdrawal will only be effected after such time as BAM and/or PT may require to conduct the necessary verification and reconciliation procedures. Under no circumstances shall any of (a) BAM, (b) BAM’s shareholders, joint venture parties, affiliates and related corporations and entities, and (c) the officers, directors, employees, representatives, agents, suppliers and service providers of all of the persons and entities described in (a) and (b) be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity, arising from any delay in effecting a Fiat Currency Withdrawal.

6. Minimum Amount

6.1 You shall maintain such Minimum Account in the Linked Wallet as BAM may from time to time in its sole and absolute discretion require.

6.2 BAM may, in its sole and absolute discretion, vary the Minimum Amount to be maintained in the Linked Wallet at any time by notification to you. No previous Minimum Amount requirements shall set a precedent or bind BAM.

6.3 If BAM determines that the Minimum Amount shall be increased then, you shall pay into the Linked Wallet such additional amounts as may be necessary within three (3) Business Days to satisfy the increased Minimum Amount. BAM shall have the right to suspend or terminate the Services available to you pursuant to Clause 7.1 of the User Agreement should you fail to do so.

6.4 BAM may from time to time, and in its sole and absolute discretion, impose limits on the value of Transactions, or deposits into or withdrawals out of the Linked Wallet, stated in USD, that you may transact in a given period, pursuant to Clause 4.3 of the User Agreement.

7. Data Protection

7.1 In addition to agreeing and accepting BAM's Privacy Policy on how your personal information will be collected, used, disclosed and transferred amongst other things, you also agree to and accept the PT Privacy Policy.

8. Representations and Warranties

8.1 You represent and warrant to BAM that you expressly accept the PT Custodial Account Agreement in relation to the operation of the Linked Wallet and you understand that PT is providing their products and services (including but not limited to all services relating to the Wallets) to you subject to the PT Custodial Account Agreement.

8.2 You hereby represent and warrant to BAM that at all times you will undertake the following:
  • (a) comply with the PT Custodial Account Agreement;
  • (b) not use the products or services provided by PT in violation of the PT Custodial Account Agreement; and
  • (c) not use the products or services provided by PT in a manner that is fraudulent, unlawful, deceptive or abusive.

[Last revised: September 18, 2019]