BitToro Crypto Credit General Terms and Conditions
I. INTRODUCTION1. 1.These BitToro Loan General Terms and Conditions (“General Terms”) govern the relations between you (“Client” or “you”) and any holding company, subsidiary or entity belonging to the BitToro group of companies (“BitToro” or “we”), while you and BitToro Loan are hereinafter separately referred to as “Party” and jointly - as “Parties”, in regard to your use of cryptocurrency credit facilities granted by BitToro, and constitute a legally binding agreement (“Agreement”) between the Parties.
II. DEFINITIONS1. Applicable Law means any law, statute,ordinance, treaty, guideline, policy and act issued by any governmental or regulatory authority, including but not limited to the governing law under Art. XV.1. and Art. XV.2. of these General Terms.2. Digital Assets means any digital assets (such as cryptocurrencies, stablecoins and tokenized assets, including BITTORO(BTR)Tokens), accepted and supported by BitToro, and subject to revision, prohibitions and limitations at any time.3. Intellectual Property - means any intellectual and industrial property rights, belonging to BitToro, for example, trademarks, service marks, logos, copyright and related rights, know-how, research, publications, agreements, trade and company names, etc.4. Interest means the indicated interest rate accrued in accordance with these General Terms and subject to revision at any time.5. BitToro Loan means any Digital Assets credit facility granted by BitToro Loan and the total amount of the credit due by the Client to BitToro at any time until its full repayment, including the principal, the Interest and any fees due to BitToro under this Agreement.6. BitToro Account means a personal or business account, opened with BitToro, through which you can use the BitToro Loan and other BitToro services.7. BitToro Platform means any BitToro website, mobile application and any other official BitToro communication channel, including the content and services made available on or through the same, and any updates, upgrades and versions thereof.Unless stated otherwise, references shall be made to the BitToro Wallet Services General Terms and Conditions and the BitToro Exchange Service General Terms and Conditions, and all the defined terms, used in these General Terms, shall have the same meaning as the one given to them in the BitToro Wallet Services General Terms and Conditions or the BitToro Exchange Service General Terms and Conditions, as the case may be.
IV. BITTORO CRYPTO CREDIT AND COLLATERAL1. BitToro will grant you a in Digital Assets, if you provide the required Digital Assets as collateral, by transferring them into the BitToro Account, or by using ones available thereinto (“Collateral”). All such Digital Assets are indicated on the BitToro Platform and in the BitToro Account and are subject to revision from time to time.2. The value of the BitToro Crypto Credit shall be calculated by the loan-to-value-ratio, as indicated on the BitToro Platform and subject to revision from time to time, (“LTV”), against the value of the Collateral at the time of granting. The value of the Collateral shall be dynamically calculated by BitToro in accordance with its applicable policy at the moment, on the basis of margin percentages applied to the market value of the Collateral, according to an exchange ratio equivalent to the volume weighted average price of the relevant Digital Assets, across leading cryptocurrency exchanges.3. You shall at all times maintain the necessary Collateral in accordance with the LTV.4. You may initiate substitution of the Digital Assets used as Collateral at any time, by initiating an Exchange Transaction in accordance with the BitToro Exchange Service General Terms and Conditions, only under the condition that the LTV applicable to the Base Assets used as Collateral exceeds the LTV applicable to the Counter Assets intended to serve as Collateral of the same BitToro Loant instead of the Base Assets, as indicated on the BitToro Platform and in the BitToro Account. Once your Order has been executed, the Counter Assets shall be topped up into the Credit Wallet of your BitToro Account, respectively your BitToro Loan balance shall be updated and the substitution shall be deemed completed. In case the LTV applicable to the Counter Assets exceeds the one applicable to the Base Assets, only the Counter Assets corresponding to the initial LTV shall be used as Collateral and the remaining balance shall be at the Client’s disposal as per these General Terms and the general terms and conditions of the other BitToro Wallet Services. The number of substitutions under this Art. 4.4. shall be unlimited while the BitToro Loan is outstanding.5. Unless prohibited by any Applicable Law, by virtue of this Agreement BitToro acquires the ownership title and all attendant rights of ownership of the Collateral while the BitToro Loan is outstanding, and can dispose of this Collateral in any manner at its sole and absolute discretion. Otherwise, you understand and agree that we can convert, pledge, re-pledge, hypothecate, sell, lend, or otherwise transfer, dispose of or use any amount of such Collateral, separately or together with other property, and for any period of time, and without retaining in our possession and or control for delivery a like amount thereof or any other assets, at our sole ad absolute discretion. Any such action will be performed in our name only and you will have no benefits and liabilities from it. In cases of a substitution under this Art. 4.4., once the same has been completed, the ownership title and all attendant rights, as well as the other rights, of BitToro under the preceding sentence, if and to the extent acquired, shall pass onto the Counter Assets used as Collateral of the same BitToro Loan.6. If a BitToro Loan is granted as part of the BitToro Booster, Section 13 of the BitToro Wallet Services General Terms and Conditions shall apply accordingly, while in case of any discrepancy between these General Terms and Section 13 of the BitToro Wallet Services General Terms and Conditions, the latter shall prevail.
V. INTEREST1. A compound annual Interest shall commence accruing as of the start date of the BitToro Loan(“Start Date”), at the rate determined at the time the BitToro Loan is granted and indicated in the BitToro Account and on the BitToro Platform. The Interest shall be subject to revision from time to time, at our sole and absolute discretion.2. The Interest shall be calculated on a daily basis, at UTC 00:00 on each calendar day, on the basis of the actual number of days elapsed in a 360-day year.3.No periodic repayment of the Interest shall be due. Any Interest accrued shall be indicated in the BitToro Account
VI. MARGIN CALLS. LIQUIDATION1. If the LTV increases above certain thresholds, as indicated on the BitToro Platform, you shall, at our request, provide additional Collateral and make the required repayments to rebalance the BitToro Loan. In addition, in case you have enabled the available option(s) in your BitToro Account, the relevant amount and type of Digital Assets will be automatically transferred from the Savings Wallet to the Credit Wallet of your BitToro Account to serve as additional Collateral, according to the procedure described on the BitToro Platform.2. If the LTV increases above the maximum permitted threshold, as indicated on the BitToro Platform, BitToro shall liquidate the necessary amount of Collateral to rebalance your BitToro Crypto Credit, after having devoted significant efforts to notify you thereof in advance, if and to the extent possible under the prevailing market conditions.3. You hereby acknowledge and agree that due to the volatile nature of the Digital Assets market, it may not be technically possible for BitToro to notify you prior to the relevant liquidation, and that you are solely responsible for monitoring the prevailing market conditions at any given time and maintaining your LTV in full accordance with these General Terms.
VII. TERMThe BitToro Loan t shall be matured in a from 30 till 180 days term starting from the Start Date (“Maturity Date”).
VIII. REPAYMENT AND WITHDRAWALThe BitToro Loan shall be repaid on the Maturity Date.
VII.2.You may repay credit at any time prior to the Maturity Date and any amount:1.1 By transferring into the BitToro Account the same Digital Assets as the BitToro Loan granted, or other Digital Assets acceptable to BitToro;1.2 With the Collateral; or 3 by combination of 1 and 2. Certain rules may apply to repayments from time to time, as indicated on the BitToro Platform. All repayments shall be allocated first to the fees (if any), then to the Interest and last to the principal of the BitToro Loan.Once the BitToro Loant has been repaid in full, all remaining Collateral shall be transferred back to the Client’s BitToro Account. BitToro may provide you with discounts on the BitToro Loan or any part thereof, such as the principal or the Interest, at any time, under conditions it finds appropriate.
X. DEFAULT. INDEMNIFICATIONThe occurrence of one of the following events constitutes an Event of Default:a) The Client breaches one of the Client’s obligations or warranties under these General Terms, including but not limited to any obligation to pay any amount whatsoever (principal, Interest or other) to BitToro in respect of the BitToro Loan;b) The Client breaches another obligation in connection with the Client’s relationship with BitToro, including any obligation resulting from the Collateral (the obligation to maintain Digital Assets with BitToro considered by BitToro to be acceptable and adequate pursuant to these General Terms);c) The Client is unable to pay the Client’s debts, enters into an agreement or arrangement with the Client’s creditors related to the restructuring of the Client’s debts, or is the subject of any measures to have the Client declared bankrupt or to appoint a curator, administrator, trustee or liquidator;d) It is or becomes illegal for the Client to perform the Client’s obligations under this Agreement;e) BitToro is unable to contact the Client in accordance with the Client’s most recent instructions for sending correspondence.In case of an Event of Default, BitToro is entitled:a) To terminate the BitToro Loan or this Agreement with immediate effect;b) To declare immediately payable any principal amount due in respect of the Loan, as well as the Interest accrued and any other amount due in respect of the BitToro Loan;c) To realize, at our sole and absolute discretion, all or part of the Collateral in accordance with the applicable contractual terms; and) In general, to take any action it deems necessary to protect its interests.You shall defend, indemnify, and hold harmless BitToro, its affiliates, each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees), arising out of or relating to any third-party claim concerning these General Terms or your use of the BitToro Loan or any of the other BitToro Wallet Services in violation to these General Terms or any Applicable Law.
XI. RISK DISCLOSUREThe regulatory status of the Digital Assets is currently unsettled, varies among jurisdictions and is subject to significant uncertainty. It is possible that in the future, certain laws, regulations, policies or rules relating to the Digital Assets or blockchain technology, may be implemented, which would directly or indirectly affect or restrict the BitToro Loan or any of the other BitToro Wallet Services.YOU ARE RESPONSIBLE FOR DETERMINING WHETHER THE USE OF THE BITTORO LOAN OR ANY OF THE OTHER BITTORO WALLET SERVICES IS LEGAL IN YOUR JURISDICTION AND YOU SHALL NOT USE THE BITTORO LOANT OR ANY OF THE OTHER BITTORO WALLET SERVICES SHOULD SUCH USE BE ILLEGAL IN YOUR JURISDICTION. IF YOU ARE UNCERTAIN, PLEASE SEEK INDEPENDENT LEGAL ADVICE.We may be forced to suspend or discontinue or to change aspects of the BitToro Loan or any of the other BitToro Wallet Services in any jurisdictions if demanded by the regulators or Applicable Law, without notice and for whatever reason. In such case the Digital Assets in your BitToro Account may be frozen for an indefinite period of time until the matter is resolved. BitToro shall not be liable for any delay, error, interruption or failure to perform any obligation under these General Terms, where the delay or failure is directly or indirectly resulting from any cause beyond our control, including but not limited to:1.1 Acts of God, nature, court or government;1.2 Failure or interruption in public or private telecommunication networks, communication channels or information systems;1.3 Acts or omissions of acts of a party for whom we are not responsible;1.4 Delay, failure or interruption in, or unavailability of, third-party services;1.5 Strikes, lockouts, labour disputes, wars, terrorist acts and riots.You understand and agree that you use the BitToro Account and the BitToro Loan at your own risk. This section is not exhaustive and does not disclose all the risks associated with the Digital Assets and the use of the BitToro Crypto Credit and any of the other BitToro Wallet Services. You should, therefore, carefully consider whether such use is suitable for you in light of your circumstances and financial resources
XII. LIMITATION OF LIABILITY
NOTWITHSTANDING ANY PROVISIONS IN THESE GENERAL TERMS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY TYPE OF INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ARISING UNDER THEORY OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.Neither we nor any of our agents or nominees shall be liable for: the management or performance of your Digital Assets (including any reduction in the value); and 1 any taxes or duties payable in respect of your Digital Assets.Except as expressly provided in these General Terms, to the extent permitted by any Applicable Law, we disclaim all other representations or warranties, express or implied, made to you, your affiliates or any other person, including without limitation any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (regardless of any course of dealing, custom or usage of trade) of any service or any goods provided incidental to the BitToro services under these General Terms. Our liability in respect of representations and warranties that is not excluded under these General Terms, at our option, is limited to any one of re-supplying, replacing or repairing, or paying the cost of the re-supplying, replacement or repairing, or paying the cost of supplying again the services in respect of which the breach occurred.IN NO EVENT WILL OUR AGGREGATE LIABILITY FOR ANY LOSS OR DAMAGE ARISING IN CONNECTION WITH THE BITTORO CRYPTO CREDIT EXCEED THE FEES YOU PAID TO BITTORO FOR YOUR USE OF THE SERVICES DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW.
XIII. TERMINATIONThis Agreement shall be terminated immediately by closing of your BitToro Account and discontinuing use of the BitToro Loan. The Agreement can be terminated upon written notice by BitToro if BitToro discontinues the offering of the BitToro Loan, regardless of the reasons.In the event that your suspended or closed BitToro Account has an outstanding balance, you are entitled to recover the relevant Digital Assets, unless we are prohibited by any Applicable Law or a court order to release such Digital Assets, including but not limited to the case that we have reasonable grounds to suspect that the Digital Assets were obtained through fraud or any unlawful means or connected with any criminal activities.The termination of this Agreement shall not prevent any Party from seeking any remedies against the other Party for any breach of this Agreement occurring prior to such termination.
XIV. NOTICESAny notice required or made under these General Terms from BitToro to the Client shall be considered validly received when addressed to the Client’s last used e-mail address, mailing address or phone number. Additionally, we may provide notices through posting on the BitToro Platform. Any notice required or made under these General Terms by the Client to BitToro shall only be made through an e-mail in English, sent to email@example.com
XV. GOVERNING LAW AND JURISDICTIONThe Agreement shall be governed exclusively by the substantive law of BitToro jurisdiction. Any dispute arising out of or in connection with the Agreement (the General Terms), unless amicably settled between the Parties, shall be referred to the competent court or other dispute resolution authority, determined as per the procedural law of BitToro jurisdiction. You agree that any dispute resolution proceeding subject to the Applicable Law under the preceding sentence shall be conducted only on an individual basis and not as a plaintiff or class member in any purported class, consolidated or representative action or proceeding. No court or other dispute resolution authority can consolidate or join more than one claim and can otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded cannot affect other Clients of BitToro.