Standard Agreement for Custody and Administration of Crypto-Assets

1.1.This Standard Agreement for Custody and Administration of Crypto-Assets ("Custody Agreement" or "Agreement") supplements Floin’s General Terms of Service, including any policies, fee schedule, risk disclosures, privacy notice, complaints procedure and other documents incorporated into or made available under the General Terms (together, the "General Terms").

1.2.This Agreement applies when Floin provides custody and administration of Crypto-Assets for clients, including the safeguarding or controlling of Crypto-Assets or the means of access to Crypto-Assets on behalf of Users. It also applies, mutatis mutandis, to the custody or safekeeping of Non-MiCAR Tokens, NFTs, TT keys or other TT-related means of access where such service is provided by Floin under Liechtenstein law and the TVTG.

1.3.In case of conflict between this Agreement and the General Terms, this Agreement prevails for the Custody Service. Other service-specific terms, including the Transfer Agreement, Exchange Agreement, Placement Terms or Token Creation and Issuance Terms, prevail for their respective subject matter.

1.4.The Custody Service is provided by Floin AG, a public limited company incorporated under the laws of Liechtenstein, with registered office at Am Schrägen Weg 2, 9490 Vaduz, Liechtenstein, public register number FL-0002.580.678-2 ("Floin", "Company", "we", "us" or "our").

1.5.Floin is supervised by the Liechtenstein Financial Market Authority ("FMA") and is authorised as a crypto-asset service provider under MiCAR for, among other services, the custody and administration of Crypto-Assets for clients. Floin is also registered under the TVTG for residual TT services to the extent applicable, in particular for services concerning Tokens that are outside the scope of MiCAR.

1.6.This Agreement does not create a bank account, payment account, securities account, deposit-taking relationship, loan, fiduciary investment mandate, asset management mandate, staking product, lending product, investment advice service, portfolio management service or trading platform relationship. Any such service requires a separate agreement and, where applicable, a separate regulatory basis.

1.7.The place of performance of the Custody Service is Liechtenstein unless mandatory law provides otherwise or the parties expressly agree otherwise in writing.

2.1.Capitalised terms used in this Agreement have the meaning given below. Capitalised terms not defined in this Agreement have the meaning given in the General Terms.

3.1.Floin provides the Custody Service for supported Crypto-Assets in accordance with MiCAR, in particular the rules applicable to custody and administration of Crypto-Assets for clients. The service may include holding, safeguarding or controlling Crypto-Assets or the means of access to Crypto-Assets, including Private Keys, on behalf of Users.

3.2.The User does not have self-custody over Custody Assets held through the Custody Service, unless Floin expressly offers and the User selects a non-custodial or externally controlled setup. In the standard custodial setup, Floin or a permitted service provider controls the relevant means of access and executes instructions for the User through the Platform.

3.3.For Non-MiCAR Tokens, including certain NFTs, the custody or safekeeping service is provided under Liechtenstein law and the TVTG to the extent applicable. Such service may include the safekeeping of Tokens, TT keys or other technological means of control, and the segregation of Tokens held on behalf of Users.

3.4.Floin acts as custodian and technical service provider only. Floin does not become the owner of Custody Assets, does not receive any right to use Custody Assets for its own account and does not grant interest, yield, rewards or other economic return on Custody Assets unless separately agreed in writing under a separate product and regulatory basis.

3.5.Floin administers Custody Assets only according to valid User instructions, applicable law, regulatory duties, court or authority orders, the General Terms and this Agreement.

3.6.The Custody Service covers only the technical and legal custody position described in this Agreement. It does not include an assessment of investment suitability, market value, legal validity of third-party rights, tax treatment, accounting treatment, intellectual property, issuer solvency, enforceability of tokenised rights or the economic merits of any Crypto-Asset, Token or NFT.

4.1.Floin will act as custodian only for assets that are supported by Floin for the relevant service, blockchain, network, token standard, contract address and account setup. Supported assets may be published on the Platform, in the General Terms, in the Fee Schedule or otherwise communicated to the User.

4.2.An asset becomes a Custody Asset only when it has been technically received, sufficiently confirmed on the relevant network or TT system, attributed by Floin to the User, accepted for crediting after applicable compliance checks and recorded in the Off-Chain Information Ledger.

4.3.Floin may decline to credit, block, freeze, reverse internally, return, reject or otherwise restrict an asset or transaction where required or justified by law, sanctions, AML/CFT duties, the EU Travel Rule, the Liechtenstein Due Diligence Act, regulatory guidance, security concerns, technical incompatibility, unsupported asset status, insufficient proof of funds, missing wallet verification or other legitimate reasons.

4.4.The User must verify before any Deposit that the relevant asset, blockchain, network, memo, tag, contract address and technical standard are supported by Floin. An unsupported or incorrectly transferred asset may be permanently lost. Floin has no obligation to recover unsupported assets, but may attempt recovery at the User’s cost if technically and legally feasible.

4.5.Floin may treat spam, dusting attacks, malicious transfers, unsolicited NFTs, airdrops or de minimis transfers as technical data rather than Custody Assets. Such items may be hidden, quarantined, not credited or not made available for withdrawal, to the extent permitted by law and necessary for security, compliance or operational reasons.

4.6.Floin may at any time discontinue support for an asset, network or standard. Floin will provide reasonable notice where practicable, unless immediate action is required by law, authority instruction, security concerns, issuer event, network event, liquidity risk or other urgent reason. After expiry of the notified period, the User must withdraw, exchange or otherwise dispose of the affected asset according to Floin’s instructions.

5.1.Floin maintains technical, organisational and accounting arrangements designed to separate Custody Assets from Floin’s own assets and to identify the Custody Assets attributable to each User.

5.2.Floin may use individual wallets, omnibus wallets, pooled wallets, hot wallets, cold wallets, multi-signature arrangements, key sharding, hardware security modules, signing policies and other custody arrangements according to its internal custody policy and risk management framework.

5.3.Where an omnibus setup is used, one on-chain wallet may hold assets attributable to several Users. The User’s individual position is recorded and evidenced through the Off-Chain Information Ledger, internal reconciliation, account statements and supporting records. The use of an omnibus setup does not transfer ownership of Custody Assets to Floin.

5.4.Floin keeps an Off-Chain Information Ledger showing the Custody Assets credited to each User, changes to the User’s position, internal movements, deposits, withdrawals, transfers and other relevant account information. The Off-Chain Information Ledger is the primary account record between Floin and the User, subject to correction of manifest errors and mandatory law.

5.5.Blockchain records, wallet explorers and third-party data sources may not show the User’s individual entitlement, especially in omnibus custody structures. They are not conclusive for the User’s account balance unless confirmed by Floin’s internal records.

5.6.Floin performs periodic reconciliation between relevant on-chain balances, internal wallet records and the Off-Chain Information Ledger. If a discrepancy is identified, Floin may suspend transactions or withdrawals until the discrepancy is investigated and resolved.

5.7.Floin will provide the User with a statement of position for Custody Assets at least once every three months and upon request, in electronic form or another durable medium. The statement may show the type and amount of Custody Assets, movements during the relevant period and, where available, an indicative reference value in a selected official currency.

5.8.The User acknowledges that reference values are indicative only. Crypto-Asset and Token values may fluctuate, may be unavailable, may differ across venues and may not represent a price at which the User can trade or liquidate the asset.

6.1.The User may instruct Floin through the Platform or another approved communication channel to transfer, withdraw or otherwise dispose of Custody Assets, subject to the General Terms, this Agreement, the Transfer Agreement, applicable law, technical feasibility, security controls, available balance, network availability, asset support and compliance checks.

6.2.Floin may rely on any instruction submitted through the User’s Account after successful authentication or otherwise in accordance with the agreed authentication procedure. The User is responsible for maintaining the confidentiality and security of Account credentials, devices and authentication factors.

6.3.Floin may refuse, delay, block, freeze or suspend any instruction where Floin reasonably believes that the instruction is unlawful, unauthorised, fraudulent, technically defective, incompatible with the relevant network or asset, contrary to sanctions or AML/CFT requirements, inconsistent with wallet verification or Travel Rule requirements, or otherwise exposes Floin, the User or third parties to material legal, regulatory, security or operational risk.

6.4.Custody Assets may be withdrawn at any time in principle. This right is subject to temporary or permanent restrictions resulting from applicable law, court or authority orders, regulatory duties, sanctions, insolvency measures, security incidents, technical disruption, unsupported networks, delisting, account suspension, pending compliance review, pledged or reserved balances, unpaid due fees, tax withholding obligations or other restrictions set out in the General Terms or service-specific terms.

6.5.The User is solely responsible for entering correct wallet addresses, networks, tags, memos, recipient information and other transfer details. A blockchain or TT-system transfer may be final and irreversible. Floin is not liable for losses resulting from incorrect User instructions unless mandatory law provides otherwise and the loss is attributable to Floin.

6.6.After termination of the Custody Service, Floin will return Custody Assets to the User or to a wallet address designated by the User, unless Floin is prevented from doing so by law, authority order, security reasons, technical impossibility, sanctions, AML/CFT obligations, missing wallet verification, incomplete succession documentation, unpaid due fees or another legitimate reason.

7.1.Custody Assets are held for the benefit and account of the User. Floin does not acquire beneficial ownership of Custody Assets by providing the Custody Service.

7.2.Floin will not sell, pledge, lend, rehypothecate, stake, use or otherwise dispose of Custody Assets for its own account. Floin may move Custody Assets between wallets controlled by Floin or permitted service providers where such movement is necessary or useful for custody operations, security, reconciliation, liquidity management for withdrawals, network migration, compliance or technical maintenance.

7.3.Floin’s own Crypto-Assets and Tokens are kept separate from Custody Assets. Custody Assets are recorded in a manner designed to enable identification of User entitlements and segregation from Floin’s proprietary assets.

7.4.For Crypto-Assets within MiCAR, Floin applies the safeguarding and segregation requirements applicable to the custody and administration of Crypto-Assets for clients. For Tokens governed by the TVTG, Floin applies the relevant Liechtenstein rules on TT services and the treatment of Tokens held on behalf of Users, including the principle that such Tokens are to be treated as third-party assets to the extent provided by the TVTG.

7.5.The custody relationship is not a loan or irregular deposit. The User does not grant Floin a right of use over Custody Assets. Floin has only the rights expressly provided in this Agreement, the General Terms, mandatory law or a separate agreement.

7.6.Floin may exercise set-off, retention or security rights to the extent agreed including in the General Terms, permitted under Liechtenstein law and compatible with mandatory safeguarding rules. Such rights may apply in particular to due and unpaid fees, costs, taxes, network fees, recovery costs or other amounts owed by the User to Floin.

8.1.Floin may use affiliates, technical service providers, wallet infrastructure providers, cloud providers, hardware security providers, banks, payment service providers, other crypto-asset service providers, TT service providers or sub-custodians where this is permitted by law and consistent with Floin’s internal governance, outsourcing and risk management arrangements.

8.2.The use of a service provider does not by itself change the User’s contractual relationship with Floin. Floin remains responsible to the User to the extent required by applicable law and this Agreement.

8.3.Third-party providers may create additional risks, including operational failure, cyber incidents, insolvency, regulatory restrictions, loss of access, delays, errors, confidentiality risks and jurisdictional risks. Floin selects and monitors relevant providers according to its internal procedures, but cannot eliminate all third-party risks.

8.4.Where a third-party provider’s terms, network rules or infrastructure limitations affect a Deposit, withdrawal, wallet verification, transfer, fork, airdrop, recovery or other custody operation, the User may be required to comply with those requirements. Floin is not liable for third-party acts or omissions unless and to the extent liability is attributable to Floin under applicable law.

9.1.Floin applies organisational and technical security measures designed to protect Custody Assets and means of access. Such measures may include access controls, segregation of duties, multi-signature approvals, whitelisting, monitoring, reconciliation, incident response procedures, cold storage, hardware security modules, key sharding, withdrawal controls, wallet verification and other risk-based controls.

9.2.The User must use all mandatory security features required by Floin and should use all optional safeguards made available by Floin, including strong passwords, multi-factor authentication, device security, phishing protection and careful verification of instructions.

9.3.The User must immediately notify Floin if the User becomes aware of or suspects unauthorised Account access, compromised credentials, compromised devices, fraudulent instructions, phishing, social engineering or any other security incident. Floin may suspend the Account or selected services while the incident is assessed.

9.4.No security measure can remove all risk. The User acknowledges residual risks arising from cyber-attacks, software defects, human error, network disruption, protocol vulnerabilities, issuer events, compromised devices, insider threats and force majeure events.

10.1.Where Floin supports NFTs or other Non-MiCAR Tokens, the Custody Service relates only to the Token or technical means of control over the Token. It does not include custody, verification or enforcement of any digital file, media content, intellectual property right, licence, royalty, physical object, membership right, access right, real-world asset or other off-chain right that may be referenced by the Token.

10.2.Floin does not verify and does not warrant the uniqueness, authenticity, authorship, provenance, metadata integrity, storage permanence, legal transferability, intellectual property status, licence terms, marketability, enforceability or economic value of any NFT or Non-MiCAR Token unless expressly agreed in writing for a specific service.

10.3.Metadata, images, links, files, decentralised storage references and smart-contract functions may become unavailable, altered, frozen, censored, blocked, delisted or technically unusable. Such events may materially affect the utility or value of an NFT or Non-MiCAR Token without any loss of the Token itself.

10.4.Floin may refuse, delist, disable, hide, freeze, quarantine or restrict NFTs or Non-MiCAR Tokens that are spam, malicious, infringing, fraudulent, sanctioned, technically unsafe, legally uncertain, unsupported or otherwise inconsistent with Floin’s risk appetite, policies or legal obligations.

10.5.If an NFT, collection, fractionalised NFT, series, bundle or other Token is legally or economically fungible, issued in large series, used for investment purposes, linked to financial claims or otherwise not genuinely unique, Floin may treat it as a Crypto-Asset within MiCAR, require additional documentation, apply different service terms, suspend support or decline to provide services.

10.6.Token generation, issuance, placement, listing, legal review of token rights and token documentation are not part of the Custody Service. Those matters require separate service-specific terms and, where applicable, separate issuer or principal documentation.

11.1.A fork, chain split, airdrop, token migration, token swap, smart-contract upgrade, protocol change, consensus failure, validator incident, bridge incident or similar event may affect Custody Assets.

11.2.Floin is not obliged to support any forked asset, airdrop, migration, upgrade, reward, derivative token, duplicate token or other new asset unless Floin expressly decides to support it. Floin may determine in a commercially reasonable manner whether, when and how to support such event.

11.3.Floin may temporarily suspend deposits, withdrawals, transfers, exchanges or other functions for affected assets before, during or after a network event. Floin may determine how to allocate any resulting asset or benefit, taking into account technical feasibility, legal restrictions, operational costs, security, compliance and User interests.

11.4.The User has no claim to any unsupported forked asset, airdrop, reward or derivative token unless mandatory law provides otherwise or Floin expressly credits it to the User’s Account.

12.1.Fees for the Custody Service are set out in Floin’s Fee Schedule, the Platform, the General Terms or a separate agreement. Floin may charge custody fees, withdrawal fees, recovery fees, network fees, third-party fees, inactivity fees or post-termination custody fees as disclosed to the User.

12.2.Network fees, gas fees, miner fees, validator fees, bridge fees, smart-contract execution costs, third-party fees, bank fees, payment service provider fees, tax withholding costs and similar charges are borne by the User unless expressly agreed otherwise.

12.3.The User is responsible for the User’s tax treatment, filings, reporting and payment obligations arising from holding, receiving, transferring, disposing of or otherwise using Custody Assets. Floin may withhold, report, block or deduct amounts where required by applicable law or authority instruction.

12.4.Custody Assets do not bear interest. Floin does not owe any compensation merely because Custody Assets are held in custody or because withdrawal is delayed due to a lawful or contractually permitted restriction.

13.1.Floin may amend this Agreement where amendment is necessary or appropriate due to legal, regulatory, technical, security, operational, commercial or product-related reasons, or to reflect changes in the General Terms, the Platform, supported assets, custody arrangements or applicable law.

13.2.Floin will notify the User of proposed amendments on paper, by email, through the Platform or by another durable medium. Unless mandatory law requires a different process, amendments become effective when the User expressly accepts them or two months after notification if the User has not objected before the effective date.

13.3.The notification will inform the User of the intended effective date, the right to object and the right to terminate the affected contractual relationship without notice before the amendment takes effect. If the User objects, Floin may terminate the affected service according to the General Terms and this Agreement.

13.4.Floin may implement technical, security, asset-support, fee or service restrictions immediately where this is necessary to comply with law, protect Users, protect the Platform, address an incident, implement regulatory guidance or avoid material operational or legal risk.

14.1.The Custody Service is entered into for an indefinite period unless agreed otherwise.

14.2.The User may terminate the Custody Service at any time by withdrawing all Custody Assets and closing the Account or by giving notice through the Platform or another approved communication channel, subject to pending transactions, compliance review, applicable law, fees and other restrictions.

14.3.Floin may terminate the Custody Service by giving two months’ notice, unless a shorter or longer period is required by mandatory law or a separate agreement.

14.4.Floin may terminate the Custody Service with immediate effect for cause. Cause includes, without limitation, breach of this Agreement or the General Terms, failed onboarding or reverification, sanctions exposure, suspected money laundering or terrorist financing, fraud, market abuse, illegal activity, false information, unsupported jurisdiction, security incident, regulatory instruction, court order, loss of legal capacity, death, insolvency, non-payment of fees, use of the Account for third parties without approval or any other reason making continuation unacceptable for Floin.

14.5.After termination, the User must withdraw or otherwise dispose of Custody Assets within the period specified by Floin. During that period, Floin may restrict the Account to withdrawals or other actions required to close the relationship, including putting Custody Assets in interim settlement accounts.

14.6.If the User does not withdraw Custody Assets after termination, Floin may continue custody and charge post-termination fees, convert or sell supported assets where permitted and after appropriate notice, deposit assets or proceeds with a court or authority, transfer assets to a verified wallet, or take other lawful steps to close the relationship. Floin is not liable for market movements or loss of profit resulting from lawful termination handling.

14.7.If the User is a consumer, the consumer withdrawal provisions in the General Terms apply to this Custody Agreement.

14.8.The User expressly requests that Floin begins providing custody and administration services immediately after conclusion of this Custody Agreement where the User deposits Crypto Assets, purchases Crypto Assets through the Platform, receives Crypto Assets into the Account or otherwise uses custody functionality.

14.9.The User acknowledges that withdrawal from this Custody Agreement does not reverse any exchange, transfer, deposit, withdrawal or settlement transaction that has already been executed, settled, credited or broadcast to a distributed ledger network.

14.10.Upon valid withdrawal, Floin will return or make available the relevant Custody Assets subject to applicable law, AML, CFT, sanctions, Travel Rule checks, wallet verification, technical network availability, applicable fees and any mandatory restriction.

15.1.For the custody and administration of Crypto-Assets within MiCAR, Floin is liable to the User for the loss of Crypto-Assets or the loss of the means of access to Crypto-Assets where the loss results from an incident attributable to Floin. Such liability is capped at the market value of the lost Crypto-Assets at the time the loss occurred, to the extent provided by MiCAR.

15.2.An incident is not attributable to Floin where Floin demonstrates that it occurred independently of the provision of the Custody Service or independently of Floin’s operations, including a problem inherent in the operation of a distributed ledger, protocol, smart contract, issuer system, bridge or third-party network that Floin does not control. Risk of accidental loss lies with the User.

15.3.For Non-MiCAR Tokens and TVTG services, Floin’s liability is governed by Liechtenstein law, the General Terms, this Agreement and mandatory law. Nothing in this Agreement excludes liability where exclusion is prohibited by mandatory law.

15.4.Floin is not liable for losses resulting from incorrect User instructions, unsupported assets, incorrect network selection, compromised User credentials, compromised User devices, third-party wallets, issuer default, smart-contract defects not attributable to Floin, market movements, loss of value, taxes, loss of profit, indirect damages, force majeure including hacks and cybercrime events, sanctions, lawful blocking, regulatory action or other events outside Floin’s control, except to the extent mandatory law provides otherwise.

15.5.Floin does not limit liability for wilful misconduct, personal injury, liability that cannot be excluded under mandatory consumer law or liability that cannot be excluded under MiCAR or other applicable mandatory law.

15.6.The User must notify Floin without undue delay after becoming aware of any alleged error, unauthorised transaction, defective execution, missing credit, incorrect statement or other issue affecting Custody Assets. Delayed notification may restrict Floin’s ability to investigate, recover assets or mitigate loss.

16.1.Floin may communicate with the User through the Platform, email, mobile or app notification, secure message, post or another durable medium. The User must keep contact details, residency, citizenship, tax information, wallet information and beneficial ownership information complete and up to date.

16.2.Formal notices and statements may be provided electronically where permitted by law. The User agrees that electronically provided records may be stored and reproduced unchanged.

16.3.Complaints may be submitted through Floin’s customer support or complaint channel published on the Platform. Floin will process complaints in accordance with its complaints procedure and applicable regulatory requirements.

16.4.Floin may record and retain communications, instructions, confirmations, statements, logs and other records to the extent permitted or required by law. Such records may be used as evidence of instructions, transactions, authentication, confirmations and account activity.

17.1.Floin processes personal data according to its privacy notice and applicable data protection law. The Custody Service may require processing of identity data, transaction data, wallet data, blockchain analytics data, device data, contact data and compliance information.

17.2.Floin may disclose User data, Account data and transaction data to authorities, courts, auditors, service providers, banks, payment service providers, crypto-asset service providers, TT service providers, analytics providers or other recipients where required or permitted by law, necessary for the Custody Service, necessary for compliance or otherwise described in the privacy notice.

17.3.Blockchain and TT-system data may be public, permanent and outside Floin’s control. Even where Floin restricts access to Platform data, on-chain data may remain visible to third parties.

18.1.This Agreement and all non-contractual obligations arising out of or in connection with it are governed by the laws of Liechtenstein, excluding the United Nations Convention on Contracts for the International Sale of Goods and excluding conflict-of-law rules to the extent such exclusion is valid.

18.2.For Users acting as entrepreneurs or legal entities, the courts competent for Vaduz, Liechtenstein, have exclusive jurisdiction. For consumers, mandatory statutory jurisdiction and consumer protection rules remain unaffected.

18.3.If any provision of this Agreement is invalid, unlawful or unenforceable, the remaining provisions remain effective. The invalid, unlawful or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the economic and legal purpose of the original provision, to the extent permitted by law.

18.4.The English version of this Agreement is authoritative unless Floin publishes a German version and expressly designates the German version as prevailing. Mandatory statutory information may be provided in another language where required by law.