Last Updated: December, 2021
This Customer Agreement (the “Agreement”) details the services that Dime LLC (“Dime”) will provide to you (“I,” “me” or “my”).
By accessing or using the Dime Platform (as further described below) I understand that I am agreeing to be bound by the terms of this Agreement, including but not limited to the binding arbitration provisions contained in Section 21 below that may significantly affect my legal rights, including my right to file a lawsuit in court and to have a jury hear my claims. I fully understand that if I do not agree to be bound by this Agreement, I shall not access or use the Dime Services (as further defined below).
I understand that Dime reserves the right to change or modify the terms and conditions of this Agreement, including but not limited to any policy or guideline at any time and at Dime’s sole discretion. I understand that this Agreement will be amended by Dime, with revised terms posted on Dime’s website at https://www.dimefi.com (the “Website”), Dime’s mobile application (the “App”), emailed to me, or by any other means that Dime may choose to adopt in the future. The method of notification for any changes to this Agreement shall be at Dime’s sole discretion. All changes and modifications will be effective immediately upon posting or sending such notification to me via electronic means. I understand that my continued use of the Dime Platform, accessing my Dime Account and participating in the Dime Service constitutes an act of acceptance with respect to any such changes or modifications that Dime may make. If I do not agree to the terms in effect when I am accessing my Dime Account, I must stop using the Dime Platform.
Further, I understand that Dime may make available to me additional or ancillary services in order to facilitate the functionality of my Dime Account and that any such additional services shall be offered to me in Dime’s sole discretion.
I UNDERSTAND THAT THE TERMS AND CONDITIONS OF THIS CUSTOMER AGREEMENT GOVERN ALL ASPECTS OF MY RELATIONSHIP WITH DIME REGARDING MY DIME ACCOUNT AND MY ACCESS TO THE DIME PLATFORM. I WILL CAREFULLY READ, UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS OF THIS CUSTOMER AGREEMENT BEFORE CLICKING “CREATE ACCOUNT” OR OTHER SIMILARLY WORDED BUTTON.
I UNDERSTAND THAT BY ENTERING INTO THIS CUSTOMER AGREEMENT THAT I AM ALSO ENTERING INTO THAT CERTAIN CRYPTOCURRENCY LOAN AGREEMENT (THE “LOAN AGREEMENT”), ATTACHED TO THIS CUSTOMER AGREEMNT AS SCHEDULE A. BY CLICKING “CREATE ACCOUNT” OR OTHER SIMILARLY WORDED BUTTON, I REPRESENT AND CONFIRM THAT I HAVE READ AND FULLY UNDERSTAND THE TERMS OF THE LOAN AGREEMENT.
1. Eligibility Requirements
By accessing or using the Dime Platform, I represent and warrant to Dime that I am at least 18 years old and have not previously been suspended or removed from the Dime Platform or have had my access revoked to a Dime Account. By using the Dime Service, I also represent and warrant that I am not a resident of a state in which Dime is prohibited from offering the Dime Service. A list of jurisdictions where Dime currently offers the Dime Service can be found at here.
I represent and warrant to Dime that I am not: (a) located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, (b) identified as a "Specially Designated National,” (c) placed on the Commerce Department's Denied Persons List, and (d) a person who is subject to any law, regulation, or list of any government authority (including, without limitation, the U.S. Office of Foreign Asset Control list) that would prohibit or limit Dime’s ability to conduct business with me. I further represent and warrant that I will not use the Dime Platform if the laws of my country or jurisdiction prohibit me from doing so in accordance with this Agreement.
Finally, I represent and warrant that I will not using the Dime Platform for any illegal activity, including but not limited to illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data or the financing of terrorism, or other violent activities.
Notwithstanding the foregoing, I acknowledge that Dime may not make the Dime Service, in whole or in part, available in every market, and that any such decision of whether or not to offer the Dime Service in a particular jurisdiction is one that is made in Dime’s sole discretion and is in part dependent on my location and jurisdiction of residence.
2. Dime Platform and Dime Services
I understand that by opening a trading account with Dime (a “Dime Account”) that I am also entering into that certain Loan Agreement, attached hereto as Schedule A, and that in my capacity as Lender, I will be providing a Revolving Loan (as defined in the Loan Agreement) to Dime. Subject to the terms of the Loan Agreement, all deposits made into my Dime Account are loaned to Dime. I understand that funds are not actually held in my Dime Account, but rather the ‘balance’ of my Dime Account displayed to me through the App or Website (“Dime Platform”), is in fact a reflection of the Principal Amount of the Revolving Loan extended to Dime pursuant to the terms of the Loan Agreement. In conjunction with my extension of the Revolving Loan to Dime, I have the ability to enter into certain transactions with respect to certain digital assets including blockchain tokens (“Cryptocurrencies”) that are supported on the Dime Platform (such services, collectively, the “Dime Services”). I agree to read the terms of the Loan Agreement carefully before making a deposit into my Dime Account. I explicitly understand and agree that any ‘purchase’ or ‘sale’ of Cryptocurrency is in fact an adjustment to the Revolving Loan, as further detailed in the Loan Agreement. I agree and acknowledge that any decision that I make to purchase or sell Cryptocurrency is entirely my own, and is made without any investment advice from Dime. I further agree and acknowledge that my use of my Dime Account and the Dime Service is and shall be only for my personal, non-commercial purpose.
I understand that by accessing the Dime Platform that: (1) I am not required to open a Dime Account or utilize the Dime Service, and that (2) in certain instances, I may be prohibited by applicable law, rule, regulation, internal Dime policies, or the policies of certain of Dime’s affiliates, vendors or counterparties, from opening a Dime Account and utilizing the Dime Service. In such instances, I understand that I will only be able to view content on the Dime Platform and will not be able to, among other things, engage in any Cryptocurrency purchases or sales, or other activities available to individuals that hold Dime Accounts. However, despite the fact that I may not have a Dime Account, I understand that by accessing or using the Dime Platform that I am nonetheless agreeing to be bound, and will at all times be subject to, the applicable terms and conditions of this Agreement.
Dime is not a broker-dealer and is not a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or the Securities Investor Protection Corporation (“SIPC”). I understand that my Cryptocurrency investments are not securities and therefore are not protected by SIPC insurance.
Consistent with the provisions of Section 3, I understand that Dime reserves the right to pass on any fees charged by any market-makers, liquidity providers, custodians, or other types of Cryptocurrency counterparties (each such counterparty, a “Counterparty”), including in connection with the withdrawal of Cryptocurrencies to an external wallet or any fees related to any enhanced due diligence related to my Dime Account.
I understand that my Dime Account is self-directed. Accordingly, consistent with the terms of Section 3, I appoint Dime as my agent for the purpose of carrying out my directions to Dime in accordance with the terms and conditions of this Agreement and as they may relate to my Prime Account (as further described below). I agree to receive and transmit financial information relating to the Dime Service through the Website and the App. My use of my Dime Account or my grant of access to my Dime Account to any third party is solely at my risk.
I understand that my Dime Account and the Dime Service are provided to me by Dime, and that my Dime Account, unless otherwise indicated in writing, is separate from any other service that may be offered by Dime.
I understand that the use of the Dime Service is subject to certain limits, for example a limit on value (in USDC terms) of a Transaction, as well as certain deposit and withdrawal limits. Such limits may vary, at Dime’s sole discretion, depending on a variety of factors. Dime will make applicable deposit, withdrawal, and transaction and position limits available upon written request. Limits are subject to change from time to time in Dime’s sole discretion.
3. Prime Trust Linked Wallet
In order to open a Dime Account, facilitate certain deposit and withdrawal functionalities and generally access Cryptocurrency trading offered through my Dime Account, I understand that I must open and maintain an account (a “Prime Account”) with Prime Trust, LLC (“Prime”) which will consist of a linked wallet (“Linked Wallet”). I understand that I will be required to accept and agree to that certain Prime Custodial Account Agreement in order to open a Prime Account (the “Prime Custody Agreement”). I hereby represent and warrant to Dime that at all times during which I have a Dime Account that (1) I will comply with the Prime Custody Agreement, (2) I will not use the products or services provided by Prime in violation of the Prime Custody Agreement; and (3) I will not use the products of services provided by Prime in a manner that is fraudulent, unlawful, deceptive or abusive.
I understand that I will maintain a direct customer relationship with Prime regarding my Prime Account and the Linked Wallet and that Prime is responsible for processing and settling all transfers and transactions through, to, and from my Prime Account and exercising principal oversight and control over the Linked Wallet.
I hereby authorize Dime and its employees and agents, in relation to my Linked Wallet and my utilization of the Dime Service, to, among other things:
i. Access and view the balances and all other details relating to my Linked Wallet for the purpose of reconciliation and computation of amounts due to or from me arising from transactions effected out of my Dime Account;
ii. Instruct Prime to effect the transfer of Cryptocurrencies to/from my Linked Wallet;
iii. Freeze (or instruct Prime to freeze) further credits or debits from my Linked Wallet due to my breach of this 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;
iv. Use any of my data or information obtained through Prime for purposes of effecting transactions on the Dime Platform or otherwise and/or share any of my data or information with Prime for purposes of operating and maintaining my Prime Account and my Dime Account.
For the avoidance of doubt, I understand that Dime simply acts as a facilitator that accesses my Linked Wallet through an API integration made available by Prime, such that Dime can send various instructions on my behalf in connection with my trading activities in my Dime Account.
I understand that I can only withdraw or revoke the authorizations described above upon the closure of my Dime Account as indicated in Section 5. If I instruct Prime to revoke any of the above authorizations prior to the closure of my Dime Account, then I will not be entitled to continue using any of the Dime Services. In this event, Dime has the right to immediately terminate and/or cancel my Dime Account.
Deposits and Withdrawals
I understand that the Dime Services only support certain types of Cryptocurrencies. I understand that the Dime Services do not directly support U.S. dollars (“USD”). Therefore, if, pursuant to any ‘deposit’ feature made available to me through the Platform, I send USD to Dime via wire transfer or through the Automated Clearing House (“ACH”) networks, I understand that (1) upon transferring USD through the ACH, I am not permitted to withdrawn funds for ten (10) days after the ACH deposit is settled (“ACH Chargeback Period”), and (2) a ‘deposit’ of USD is in fact (a) an instruction to purchase an equal amount of USDC, a USD stable coin, and to immediately loan such USDC to Dime pursuant to the Loan Agreement (a “Purchase Deposit”). I understand that the Dime Services may also make available deposit features that enable me to transfer Cryptocurrency to my Dime Account (“Deposits”). Alternatively, I understand that certain withdrawal features may be made available to me through the Platform as further detailed in Section 14. I understand that withdrawals from my Dime Account are, among other things, an instruction to Dime to reduce the Principal Amount of the Revolving Loan by the withdrawal amount. Notwithstanding the provisions of Section 14, if I choose to withdraw USDC from my Dime Account in the form of USD, I understand that this is in fact an instruction to Dime, to (1) reduce the Principal Amount of the Revolving Loan by the withdrawal amount, and (2) effectuate a USDC sell Transaction, and to send the USD proceeds of such sale to the bank account linked to my Dime Account, utilizing an ACH network (a “Sale Withdrawal”), or otherwise. Purchase Deposits, Deposits, Withdrawals, and Sale Withdrawals constitute Transactions, which cannot be reversed and which are subject to the terms of Section 6.
4. Safekeeping of Dime Account Information
I acknowledge that the security and integrity of my Dime Account is largely dependent upon my actions and safekeeping of information relating to my Dime Account. Accordingly, I shall not permit any other person to access to my Dime Account. I shall only access my Dime Account using my Dime Account login credentials and other required forms of authentication as provided solely by Dime.
I am solely responsible for keeping Dime Account access details including my username, password and Dime Account number (“Login Credentials”) confidential and secure. I agree and accept full responsibility for monitoring and safeguarding my Dime Account. I agree to notify Dime in writing (delivered via e-mail) immediately (but in no event more than twenty-four (24) hours following discovery) if I become aware of:
(i) any loss, theft, or unauthorized use of my Login Credentials or my Dime Account number;ParagraphIndent
(ii) any failure by me to receive any communication from Dime indicating that an order was received, or Transaction executed or cancelled, as applicable;
(iii) any failure by me to receive an accurate written confirmation of an execution;
(iv) any receipt by me of a Trade Confirmation, execution or cancellation, that I did not place;
(v) any inaccurate information in or relating to my Dime Account balances, deposits, withdrawals, Cryptocurrency positions, or transaction history; or
(vi) any other unauthorized use or access of my Dime Account or other suspicious activity. Each of the events described in the preceding subsections (i)-(vi) shall be deemed a “Potential Fraudulent Event”.
The use and storage of any information including my Dime Account numbers, Login Credentials, portfolio information, transaction activity, account balances, and any other information or orders available on my wireless, web-enabled cellular telephone or similar wireless communications device (collectively, “Mobile Device”) or my personal computer is at my own risk and is my sole responsibility. I represent that I am solely responsible for and have authorized any orders or instructions appearing in, originating from, or associated with my Dime Account, Dime Account number, and Login Credentials. Upon request by Dime, I agree to report any Potential Fraudulent Event promptly to legal authorities and provide Dime a copy of any report prepared by such legal authorities. I agree to cooperate fully with the legal authorities and Dime in any investigation of any Potential Fraudulent Event. I understand that if I fail to reasonably cooperate with the legal authorities and Dime, as indicated above, that I may encounter delays in regaining access to the Cryptocurrencies in my Dime Account. I agree to indemnify and hold Dime, any entities controlled by, controlling, or under common control with Dime (such entity, an “Affiliate”), and Dime and Dime’s Affiliates’ respective officers and employees harmless from and against any Losses arising out of or relating to any Potential Fraudulent Event. I understand and acknowledge that Dime is not responsible for any unauthorized use of my Dime Account.
Dime may require multi-factor authentication to keep my Dime Account safe and secure. As a result, I understand that, at Dime’s discretion, I may be required to use at least two (2) forms of authentication when accessing my Dime Account and performing certain operations in my Dime Account. Forms of multi-factor authentication in addition to my Login Credentials may include verification tokens delivered through SMS or a specified and supported two- factor authentication (“Multi Factor Authentication”) application. If I choose to install and use a Multi Factor Authentication application on a device on which the operating system has been tampered with in any way, I understand that I do so at my own risk. Dime reserves the right in Dime’s sole discretion to prohibit access from or by any device on which the operating system has been or is suspected of having been modified or tampered with. I agree that Dime may provide my Multi Factor Authentication data to a third-party service provider in order to help authenticate me.
I understand that it is my sole responsibility to review my transaction history, Trade Confirmations (as described below), and any notices from Dime or its Affiliates. I understand and agree that for the purposes of review and acknowledgment, I agree to be deemed to have reviewed my transaction history and all notices on at least a monthly basis. If for any reason I am unable to do so, or I do not receive Dime or Dime’s Affiliates’ communications, it is my responsibility to contact email@example.com and notify Dime immediately.
5. Termination of Dime Account
I understand that I may close my Dime Account at any time. Closing an account will not affect any rights and obligations incurred prior to the date of account closure. I may be required to either cancel or complete all open orders. I understand and agree that I am responsible for any fees, costs, expenses, charges, or obligations (including, but not limited to, attorney and court fees or transfer costs of funds or Cryptocurrencies) associated with the closing of my account. In the event that the cost of closing my account exceeds the value in my Prime Account, I will be responsible for reimbursing Dime.
I understand that Dime may(a) suspend or terminate my access to the Dime Services, and (b) deactivate or cancel my Dime Account (i) as required by a valid subpoena or court order, (ii) if Dime suspects that I or others are using my Dime Account in furtherance of illegal activity or are acting in a manner inconsistent with my obligations under this Agreement, (iii) if Dime suspects, in Dime’s sole discretion, any such accounts to be in violation of this Agreement or Dime’s Anti-Money Laundering (“AML”) Program, (iv) my Dime Account is subject to any pending litigation, investigation, or governmental proceeding, (v) Dime believes that there is unusual activity in my Dime Account or that I am using the Dime Platform, my Login Credentials, or other account information in an unauthorized or inappropriate manner. If any transaction is in a pending state at the time my Dime Account is cancelled or suspended, such transaction may be cancelled and/or refunded as appropriate in Dime’s sole discretion. I understand that I may not cancel my Dime Account if Dime believes, in Dime’s sole discretion, that such cancellation is being performed in an effort to evade an investigation or avoid paying any amounts otherwise due to Dime. Upon cancellation of my Dime Account, I authorize Dime to cancel or suspend pending transactions. In the event that I or Dime terminates this agreement or my access to the Dime Services, or my Dime Account is deactivated or cancelled, I understand that I will remain liable for all amounts due under or in connection with this Agreement. In the event that a technical problem causes system outage or Dime Account errors, Dime may temporarily suspend access to my Dime Account until the problem is resolved.
6. Trading Policy
In connection with the Revolving Loan extended to Dime, I understand that I may engage in certain activities that have the same effect as buying and selling Cryptocurrency (such activities, “Transactions”). I understand that I can engage in Transactions by submitting orders either in USDC amounts or in Cryptocurrency amounts. I understand that the execution price for a Transaction may be significantly higher or lower than anticipated at the time I placed the order. I understand that additional types of Transactions may be made available to me on the Dime Platform from time to time as determined by Dime in Dime’s sole discretion.
I agree and understand that any Transaction order that I place may fail and not be filled. A transaction on the Dime Platform may fail for several reasons, including but not limited to change in prices or unanticipated technical difficulties. Dime makes no representation or warranty that any transaction will be executed properly. Dime is under no circumstances liable for any loss or injury suffered by a failure of an order or Transaction to complete properly or in a timely manner. Further, Dime is in no way responsible for notifying me of a transaction or order failure. I have full responsibility to determine and inquire into the failure of any transaction I initiate.
During periods of high volume, illiquidity, fast movement, or volatility in the marketplace, the price or amount of Cryptocurrency received may differ from the quote provided on entry of an order, and I may receive partial executions of an order at different prices. I understand that Dime is not liable for any price fluctuations. I also understand that very large orders are more likely to receive executions at prices that vary from the quotes.
I understand that Dime may email me when my order has been placed and/or Transaction executed (such notification, a “Trade Confirmation”). I further understand that my order and Transaction history is available on the Dime Platform.
I agree that it is my responsibility to review Trade Confirmations promptly upon receipt by Dime periodically. I agree to receive all Trade Confirmations and any tax related documents in electronic format. Notwithstanding any other provision in this Agreement, Trade Confirmations will be considered binding on me unless I notify Dime of any objections within two (2) hours from the time Trade Confirmations are sent. I understand and agree that I will bear sole responsibility for any losses relating to a transaction, even if my objection to the transaction is ultimately determined to be valid by Dime in Dime’s sole discretion. I agree that it is my sole responsibility to review my transaction history and Trade Confirmations on a regular basis.
From time to time Dime may offer me rebates in the form of USDC based upon my trading volume (“Rebates”). The terms and conditions governing Rebates will be posted on the Website (the “Rebate Terms”). The Rebate Terms are subject to change at any time in Dime’s sole discretion. I understand that in order to earn Rebates I must at all times fully comply with the terms and conditions of this Agreement as well as the Rebate Terms otherwise I understand that I will forgo any and all Rebates subject to Dime’s sole discretion.
7. App License and Related Terms
Subject to the terms of this Agreement, Dime grants me a limited, non-exclusive, and nontransferable license to (i) download the App from an authorized application store (i.e., Google® Play or Apple® App Store), and install and use the App to purchase or sell Cryptocurrency on Mobile Devices owned or otherwise controlled by me, strictly in accordance with the App’s documentation; and (ii) access and use the Dime Services made available in or otherwise accessible through the App.
I shall not:
(i) copy the App, except as expressly permitted by this license;
(ii) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the App;
(iii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the App or any part thereof;
(iv) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the App, including any copy thereof;
(v) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the App, or any features or functionality of the App, to any third party for any reason, including by making the App available on a network where it is capable of being accessed by more than one device at any time; or
(vi) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the App.
I acknowledge and agree that the App is provided under license, and not sold, to me. I do not acquire any ownership interest in the App under this Agreement, or any other rights thereto other than to use the App in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Dime and its licensors reserve and shall retain their entire right, title, and interest in and to the App, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to me in this Agreement.
Dime may from time to time in its sole discretion develop and provide App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. I agree that Dime has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on my Mobile Device settings, when my Mobile Device is connected to the internet either (i) the App will automatically download and install all available Updates; or (ii) I may receive notice of or be prompted to download and install available Updates. I shall promptly download and install all Updates and acknowledge and agree that the App or portions thereof may not properly operate should I fail to do so. I further agree that all Updates will be deemed part of the App and be subject to all terms and conditions of this Agreement.
I acknowledge and agree that, in order to use certain features and functions of the App, including the ability to purchase and sell Cryptocurrencies, I must have and maintain an active Dime Account and a Prime Account. In addition, I acknowledge and agree that I may not be able to access all or some of the Dime Services through the App outside of jurisdictions where Dime is approved to conduct business.
I acknowledge and agree that Dime may suspend or terminate, at any time and without notice to me, my license to download, install, and use the App, and to access and use Dime Services through the App.
8. Compliance with Applicable Laws and Regulations
Applicable Laws and Regulations
Transactions in my Dime Account are subject to the applicable laws, regulations, and rules of federal and state governmental and regulatory authorities. In no event will Dime be obligated to effect any transaction it believes would violate any federal or state law, rule, or regulation, or the rules or regulations of any regulatory or self-regulatory organization. I acknowledge and agree that accessing the Dime Platform or using the Dime Services may not be legal by certain persons or in certain countries. If I access the Dime Platform or use the Dime Services from outside the United States, I am responsible for compliance with local laws.
I understand that, in furtherance of Prime and Dime’s anti-money laundering obligations and related procedures with respect to certain federal anti-money laundering rules and regulations (Dime’s “AML Program”) Prime and/or Dime may require me to provide additional information or require me to undergo a background check prior to being authorized to use the Dime Platform, or at any point thereafter, in accordance with applicable laws and regulations. I agree, represent, and warrant that all Cryptocurrency in my Prime Account or funds exchanged or to be exchanged by me in the future through Dime are not the direct or indirect proceeds of any criminal or fraudulent activity. I understand that I am not allowed to receive funds or Cryptocurrency in my Prime Account from a sender other than myself. Any funds I receive from a sender other than myself will be considered unauthorized. I understand that Dime reserves the right to investigate the source of any funds in my Prime Account and determine, in Dime’s sole discretion, how to handle their disposition. If, following review of any funds in question and the circumstances by which I received them, Dime determines that I am not the owner of such funds, I understand that Dime reserves the right to coordinate with Prime in order to dispose of these funds in accordance with applicable laws and regulations. In addition, pursuant to the economic sanctions programs administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), Dime is prohibited from providing services or entering into relationships with certain individuals and institutions. In the event that Dime or Prime is required to block funds associated with my Dime Account in accordance with a sanctions program, or other similar government sanctions programs, I understand that Dime may: (i) suspend my Dime Account; or (ii) terminate my Dime Account. I agree that Dime is not responsible for any losses, whether direct or indirect, that I may incur as a result of Dime or Prime’s complying with applicable laws and regulations, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.
9. System Unavailability
I agree and understand that part or all of the Dime Platform or the Dime Service may be periodically unavailable during Dime or Prime scheduled maintenance or unscheduled downtime (collectively, “Downtime”). Downtime may occur for a number of reasons, including but not limited to as a result of systems, technology, connectivity, or operational failures or difficulties experienced by Dime or third-party vendors, exchanges, or Information Providers. I agree and understand that Dime is not liable or responsible to me for any inconvenience or Losses to me as a result of Downtime. Following Downtime, when services resume, I understand that the prevailing market prices may differ significantly from the prices prior to such Downtime.
10. Risk Disclosure Statement
I represent that I have read the Dime Cryptocurrency Disclosure located at here.
11. Customer Representations and Responsibilities
I understand that my Dime Account is self-directed, I am solely responsible for any and all Transaction orders placed in my Dime Account. For the avoidance of doubt, consistent with Section 4 hereof, I fully understand that it is my responsibility to safeguard my Login Credentials, and that I am responsible for any trade placed through, originating from, or associated with my Dime Account whether placed by me or another third party as the result of my failure to safeguard my Login Credentials. I further acknowledge and agree that all orders entered by me or through my Dime Account are unsolicited and based on my own investment decisions or the investment decision of my duly authorized representative or agent. I agree and understand that I have not received and do not expect to receive any investment advice from Dime or any of Dime’s Affiliates in connection with my orders. Notwithstanding anything in this Agreement, I agree and understand that Dime accepts no responsibility whatsoever for, and shall in no circumstances be liable to me in connection with, my decisions. I agree and understand that under no circumstances will Dime’s use of the Dime Account be deemed to create a relationship that includes the provision of or tendering of investment advice. I agree that neither Dime nor any of Dime’s employees, agents, principals, or representatives (i) provide investment advice in connection with this Dime Account, (ii) recommend any Cryptocurrencies, transactions, or orders, or (iii) solicit orders. To the extent research materials or similar information are available through the App or the Website, I understand that these materials are intended for informational and educational purposes only and they do not constitute a recommendation to enter into any Cryptocurrency transactions or to engage in any investment strategies.
I understand that by opening a Dime Account and effecting a Purchase Deposit that I am extending a loan to Dime. I understand that the interest rate that I earn on such loan is dependent upon a number of factors, but is ultimately determined at Dime’s sole discretion and may change from time to time at Dime’s sole discretion, as more fully discussed in the Loan Agreement. I understand that by providing a loan to Dime pursuant to the terms of the Loan Agreement that: (1) I am acting as a lender, (2) I am not investing in Dime, or any other entity, or venture, (3) I have no insight into, or control over, Dime’s use of loan proceeds, (4) I will not receive, and do not expect to receive, any profits or other returns derived from any Dime activities, or activities of any other kind, and (5) I am not participating in a common scheme, joint venture, or partnership with Dime, or any other entity or person, including other Dime customers.
I: (i) certify that the information contained in this Agreement, my Dime Account application, and any other document that I furnish to Dime in connection with my Dime Account is complete, true, and correct; (ii) authorize Dime to contact any individual or firm noted on the documents referred to in subsection (b)(i) of this Section and any other normal sources of debit or credit information; (iii) authorize anyone so contacted to furnish such information to Dime as Dime may request; and (iv) agree that this Agreement, the account application, and any other document I furnish in connection with my Dime Account is Dime’s property. I shall promptly advise Dime of any changes to the information in such agreements and documents in writing within ten (10) calendar days. I authorize Dime to obtain reports and provide information to others concerning my creditworthiness and business conduct. Upon my request, Dime agrees to provide me a copy of any report so obtained. Dime may retain this Agreement, the Account application, and all other such documents and their respective records at Dime’s sole discretion. I understand that Dime may take steps to verify the accuracy of the information I provide to Dime in my Dime Account application or otherwise, including by directly or indirectly making any inquiries Dime considers necessary to verify my identity or protect against fraud and that Dime may restrict my access to my Dime Account or take other action Dime reasonably deems necessary pending such verification.
I agree and understand that by maintaining a Dime Account and placing orders with Dime, I have sufficient knowledge to place such orders. I am responsible for making sure that any orders placed by me are accurate and intentional. Dime may, in some cases, and at Dime’s sole discretion, require secondary electronic, verbal, written, or other confirmation before acting if my Dime Account activity is outside of its normal range of activities.
Commercially Reasonable Efforts
I understand that Dime uses commercially reasonable efforts to provide me with a reliable and secure Dime Platform. From time to time, interruptions, errors, or other deficiencies in service may occur due to a variety of factors, some of which are outside of Dime’s control. These factors can contribute to delays, errors in service, or Downtimes. I understand that I may experience difficulties in accessing my Dime Account, withdrawing Cryptocurrencies, viewing Third-Party Information, and placing and/or canceling orders.
Unavailability of Dime Service in Certain Jurisdictions
I agree and understand that the Dime Service is not provided to, and may not be used by, any person in any jurisdiction where the provision or use thereof would be contrary to applicable laws and regulations. Dime is not available in all jurisdictions. I agree to refrain from using the Dime Service if I begin to reside in a jurisdiction where the Dime Service would violate any of the laws and regulations of such jurisdiction. I acknowledge agree that I shall not provide incorrect information about my address and that I have an obligation to promptly inform Dime when I establish residency in a new jurisdiction.
All orders for the purchase of Cryptocurrencies given for my Dime Account will be authorized by me and executed in reliance on my promise that an actual purchase is intended. It is my obligation to pay for purchases immediately or on Dime’s demand. I understand Dime may at any time, in its sole discretion and without prior notice to me, prohibit or restrict my ability to trade Cryptocurrencies through my Dime Account. I further agree not to allow any person to trade for my Dime Account.
No Tax or Legal Advice
I understand and acknowledge that Dime does not provide tax or legal advice.
Discontinuation of Services
I understand and agree that Dime may discontinue the Dime Services immediately by providing written notice to me (such written notice to include by mail, email, or any other type of written communication made by Dime to me through the Dime Platform or otherwise).
12. Right to Restrict Trading; Right to Offset; Remedies for Breach
I understand that Dime may, in Dime’s discretion and at any time, prohibit or restrict the trading in my Dime Account.
Remedies for Breach
I understand and agree that if Dime determines, in Dime’s sole discretion, that I have committed a breach or default under this Agreement, Dime’s AML Program, or any other internal policies or procedures (such breach or default, a “Violation”), Dime shall have all rights and remedies available to a secured creditor under all applicable laws and in addition to the rights and remedies provided herein. I understand and agree that, in the event of one or more Violations, Dime may at any time, at Dime’s sole discretion and without prior notice to me: (i) prohibit or restrict my access to the use of the App or the Website or related services and my ability to trade, (ii) refuse to accept any of my transactions, (iii) refuse to execute any of my transactions, (iv) terminate my Dime Account, and (v) debit from my Prime Account any direct damages suffered by Dime as a result of the Violation. I further acknowledge and agree that if Dime determines, in Dime’s sole discretion, that I have colluded, coordinated, and/or collaborated with any other Dime user to commit a Violation, I and that user will be jointly and severally liable for the whole value of any damages to which Dime is entitled under this Agreement and any such amounts may be debited, in Dime’s sole discretion, from my Dime Account or such other user’s account.
13. Cryptocurrency Networks and Forks
I understand that Dime does not own or control the software protocols underlying the Cryptocurrencies and associated Cryptocurrency networks and that Dime makes no guarantees regarding the security, functionality, or availability of such protocols, Cryptocurrencies, or Cryptocurrency networks. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. I further understand that such underlying software protocols are subject to sudden changes in operating rules (“Forks”) that may result in more than one version (each, a “Forked Network”), and that such Forks may materially affect the value, function, or name of the Cryptocurrencies I hold. In the event of a Fork, I agree and understand that Dime may temporarily suspend the Dime Services without advance notice to me while Dime determines, in Dime’s sole discretion which Forked Networks to support. I further agree and understand that Dime may determine, in Dime’s sole discretion, not to support a Forked Network through the Dime Platform. I understand that the supply of Cryptocurrencies available to Dime to make available as part of the Dime Services and Dime’s ability to deliver Cryptocurrencies resulting from a Forked Network may depend Prime as well as other third-party providers that are outside of Dime’s control. I further understand and agree that Dime shall not be liable for (i) the software protocols underlying the Cryptocurrencies and associated Cryptocurrency networks, (ii) any change in the value of any Cryptocurrency (whether associated with a Forked Network or otherwise), or (iii) any decision regarding supporting or not supporting any Cryptocurrency, including a Cryptocurrency associated with a Forked Network.
I understand and agree that, in order to send Cryptocurrencies to an external wallet that I control (such process, a “Cryptocurrency Withdrawal” together with a Sale Withdrawal, a “Withdrawal”), I may be required by Prime or Dime to provide proof of identity, control over bank accounts associated with my Dime Account and/or Prime Account and control over such wallet, among other information. I represent that I have sole control over any wallet to which I send Cryptocurrencies in connection with such a Cryptocurrency Withdrawal. I further understand and agree that Dime may delay any requested instruction with respect to a Cryptocurrency Withdrawal if Dime perceives a risk of fraud or illegal activity or if the Cryptocurrency Withdrawal otherwise violates Dime’s AML Policy. I understand that, once initiated on the network associated with the Cryptocurrency subject to the Cryptocurrency Withdrawal, Cryptocurrency Withdrawals will typically be processed at the speed of such network, but that in certain situations, Cryptocurrency Withdrawals may be delayed in connection with any latency, congestion, disruption, or other delay of such network. I understand that Dime cannot reverse a Cryptocurrency Withdrawal that has been broadcast to a Cryptocurrency network. I also understand that Dime reserves the right to cancel any pending Cryptocurrency Withdrawal as required by law or in response to a subpoena, court order, or other binding government order.
15. Telephone Conversations and Electronic Communications
I understand and agree that Dime may record and monitor any telephone or electronic communications with me. Unless otherwise agreed in writing in advance, Dime does not consent to the recording of telephone conversations by any third party or me. I acknowledge and understand that not all telephone or electronic communications are recorded by Dime, and Dime does not guarantee that recordings of any particular telephone or electronic communications will be retained or capable of being retrieved. I also acknowledge and agree that Dime maintains and retains records of all information, activity, and communications relating to my Dime Account and the use thereof.
16. Oral Authroization
I agree that Dime shall be entitled to act upon any oral instructions given by me so long as Dime reasonably believes such instruction was actually given by me or my authorized agent.
17. Electronic Delivery of Trade and Account Information
All communications, including Trade Confirmations, notices, disclosures, regulatory communications and other information, documents, data and records regarding my Dime Account, or an alert that such communication has been posted to the secure section of the Website or the App, and is available for viewing, may be sent to me at the mailing address for my Dime Account or the e-mail address that I have given to Dime in my Dime Account application or at such other address as I may hereafter give Dime in writing or by e-mail at least ten (10) calendar days prior to delivery, and all communications so sent, whether in writing or otherwise, shall be deemed given to me personally, whether actually received or not.
18. Effect Of Attachment or Sequestration of Account
Dime shall not be liable for refusing to obey any orders given by or for me with respect to my Dime Account that has been subject to an attachment or sequestration in any legal proceeding against me, and Dime shall be under no obligation to contest the validity of any such attachment or sequestration.
19. Tax Reporting; Tax Withholding
The proceeds of sale transactions will be reported to the Internal Revenue Service in accordance with applicable law. Under penalties of perjury, I certify that the taxpayer identification number that I have provided or will provide to Dime or any of Dime’s Affiliates in connection with an account opening (including any taxpayer identification number on any Form W-9 that I have provided or will provide) is my correct taxpayer identification number. I certify that I am not subject to backup withholding and I am a United States Person (including a U.S. resident alien) as such term is defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (“U.S. Person”). If a correct Taxpayer Identification Number is not provided to Dime, I understand I may be subject to backup withholding tax at the appropriate rate on all dividends, interest and gross proceeds paid to me. Backup withholding taxes are sent to the IRS and cannot be refunded by Dime or any of its Affiliates. I further understand that if I waive tax withholding and fail to pay sufficient estimated taxes to the IRS, I may be subject to tax penalties.
20. Questions, Feedback and Compliants
If I have any questions, would like to provide feedback or would like more information regarding the Dime Service, I understand that I may email Dime at firstname.lastname@example.org.
If I have a complaint or dispute with Dime in connection with the Dime Service (a “Complaint”), I agree to contact Dime through Dime’s support team at email@example.com in order to attempt to resolve any such Complaint amicably. When submitting a Complaint, I understand that I may be required to provide Dime with my name, address and any other information that Dime may need in order to identify me and my Dime Account; provided, however I understand that I should not provide any sensitive information or other personally identifiable information in connection with any Complaint. Dime will acknowledge receipt of a Complaint after receipt. Upon receipt of a Complaint, a Dime support member will review the Complaint based upon the information provided in such Complaint and, if necessary, reach out via e-mail in order to attempt to resolve such Complaint. I understand that if I have a complaint I will use the above email address to resolve the complaint.
Dime and I agree to attempt informal resolution of any Complaint arising in connection with this Agreement, my Dime Account, the Dime Platform or the Dime Services consistent with the procedures outlined in Section 20 prior to any demand for adjudication. Dime and I further agree that if we cannot solve such Complaint informally and consistent with the procedures outlined in Section 20, any such dispute shall be finally settled in binding arbitration, on an individual basis, in accordance with the American Arbitration Association’s rules for arbitration of consumer-related disputes, and Dime and I hereby expressly waive trial by jury and right to participate in a class action lawsuit or class-wide arbitration. The arbitration will occur in New Jersey and will be conducted confidentially by a single, neutral arbitrator. I agree to bear my own attorney’s fees, costs, and expenses. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law, and the arbitral decision may be enforced in any court. Any dispute between the parties will be governed by this Agreement and the laws of the State of New Jersey and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Dime and I further agree that the state or federal courts in New Jersey have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. In the event the prohibition on class arbitration or any other provision of this Section is deemed invalid or unenforceable, then I agree and understand that the remaining portions of the arbitration provisions in this Section will remain in full force and effect.
I agree to access my Dime Account only through the Dime Platform. Any other use is not authorized and I agree to refrain from using any application programing interface belonging to Dime or any of its Affiliates.
23. Electronic Signatures; Modifications to Agreement; Consent to Electronic Delivery
I agree to transact business with Dime electronically. By electronically signing an application for a Dime Account, I acknowledge and agree that such electronic signature is valid evidence of my consent to be legally bound by this Agreement and such subsequent terms as may govern the use of the Dime Services. The use of an electronic version of any document fully satisfies any requirement that the document be provided to me in writing. I accept notice by electronic means as reasonable and proper notice, for the purpose of any and all laws, rules and regulations. I acknowledge and agree that Dime may modify this Agreement from time to time and I agree to consult the Website from time to time for the most up-to-date Agreement. The electronically stored copy of this Agreement is considered to be the true, complete, valid, authentic and enforceable record of the Agreement, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. I agree to not contest the admissibility or enforceability of Dime’s electronically stored copy of the Agreement.
a) Consent to Electronic Delivery of Documents. By agreeing to electronic delivery, I am giving my informed consent to electronic delivery of all Account Documents, as defined below, other than those I have specifically requested to be delivered in paper form. “Account Documents” include notices, disclosures, regulatory communications (such as privacy notices), trade confirmations, and any other information, documents, data, and records regarding my Dime Account and the services (including amendments to this Agreement) delivered or provided to me by Dime and any other parties. I agree that I can download, save, or print any Account Documents I receive via electronic delivery for my records.
b) Electronic Delivery System. I acknowledge that Dime’s only methods of communication with me include (A) posting information on the Website, (B) providing information via the App, (C) sending email(s) to my email address of record, and, to the extent required by law (D) providing me with notice(s) that will direct me to the App or the Website where I can read and print such information. Unless otherwise required by law, Dime reserves the right to post Account Documents on the Website without providing notice to me. Further, Dime reserves the right to send Account Documents to my postal or email address of record, or via the App. I agree that all Account Documents provided to me in any of the foregoing manners is considered delivered to me personally when sent or posted by or on behalf of Dime, whether I receive it or not. All e-mail notifications regarding Account Documents will be sent to my e-mail address of record. I understand that e-mail messages may fail to transmit promptly or properly, including being delivered to SPAM folders. I further understand that it is my sole responsibility to ensure that any emails from Dime or Dime’s Affiliates are not marked as SPAM. Regardless of whether or not I receive an e-mail notification, I agree to check the Website regularly to avoid missing any information, including time-sensitive or otherwise important communication. Additionally, I acknowledge that the Internet is not a secure network and agree that I will not send any confidential information, including Dime Account numbers or passwords, in any unencrypted e-mails. I also understand that communications transmitted over the Internet may be accessed by unauthorized or unintended third parties and I agree to hold Dime, Dime’s Affiliates, and Dime’s and Dime’s Affiliates’ respective officers and employees harmless for any such access regardless of the cause. I agree to promptly and carefully review all Account Documents when they are delivered and notify Dime in writing immediately after delivery (but in no event later than 24 hours after delivery) if I object to the information provided. If I fail to object in writing immediately (but in no event later than 24 hours after delivery) after delivery, Dime is entitled to treat such information as accurate and conclusive.
c) Costs. Potential costs associated with electronic delivery of Account Documents may include charges from Internet access providers and telephone companies, and I agree to bear these costs. Dime will not charge me additional online access fees for receiving electronic delivery of Account Documents.
d) Revocation of Consent. Subject to the terms of this Agreement, I may revoke or restrict my consent to electronic delivery of Account Documents at any time by notifying Dime in writing of my intention to do so. I also understand that I have the right to request paper delivery of any Account Document that the law requires Dime to provide me in paper form. I understand that if I revoke or restrict my consent to electronic delivery of Account Documents or request paper delivery of same, Dime, in its sole discretion, may limit, restrict, or terminate my Dime Account, as determined by Dime in its sole discretion. I understand that neither my revocation or restriction of consent, my request for paper delivery, nor Dime’s delivery of paper copies of Account Documents will affect the legal effectiveness or validity of any electronic communication provided while my consent was in effect.
e) Duration of Consent. My consent to receive electronic delivery of Account Documents will be effective immediately and will remain in effect unless and until either I or Dime revoke it. I understand that it may take up to three (3) business days to process a revocation of consent to electronic delivery, and that I may receive electronic notifications until such consent is processed.
f) Hardware and Software Requirements. I understand that in order to receive electronic deliveries, I must have access to the Internet, a valid e-mail address, and the ability to download such applications as Dime may specify and to which I have access. I also understand that if I wish to download, print, or save any information I wish to retain, I must have access to a printer or other device in order to do so.
g) Consent and Representations. I hereby agree that I have carefully read the above information regarding informed consent to electronic delivery and fully understand the implications thereof. Additionally, I hereby agree to all conditions outlined above with respect to electronic delivery of any Account Document. I will maintain a valid e-mail address and continue to have access to the Internet. If my e-mail address changes, I agree to immediately notify Dime of my new e-mail address in writing.
24. Legal Process
I acknowledge and agree that Dime, Prime, service providers, their respective officers, directors, agents, employees, and representatives (collectively, the “Dime Representative”), may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process, which any of such Dime Representative reasonably and in good faith believe to be valid. Dime or any Dime Representative may, but are not required to, notify me of such process by electronic communication. Dime or any Dime Representative may charge me for associated costs, in addition to any legal process fees. I agree to indemnify, defend, and hold all of the Dime Representatives harmless from all actions, claims, liabilities, losses, costs, attorney’s fees, or damages associated with compliance with any process that any Dime Representative reasonably believes in good faith to be valid. I further agree that Dime and any Dime Representative may honor any legal process, regardless of the method or location of service.
25. Third Party Information
An information provider is any company or person who directly or indirectly provides Dime with information (“Information Provider”). Such information includes Cryptocurrency market data, quotations from Counterparties, and all information that derives from any such information (“Third-Party Information”). I understand that Dime does not guarantee that the Third-Party Information provided on the Dime Platform is accurate, reliable, complete, timely, uninterrupted, error-free, or in the correct order. I agree that my use of the Third-Party Information is at my own risk. I understand and acknowledge that each Information Provider has a proprietary interest in the Third-Party Information that belongs to it.
I understand and agree that I may use this Third-Party Information only for my own benefit. I may not reproduce, sell, distribute, circulate, create derivative works from, store, commercially exploit in any way, or provide Third-Party Information to any other person or entity without Dime’s written consent or the consent of the Information Provider, if required. I shall not hold Dime or any Information Provider liable in any way for (a) any inaccuracy, error or delay in, or omission of, (i) the Third-Party Information or (ii) the transmission or delivery of the Third-Party Information, or (b) any loss or damage arising from or occasioned by (i) any such inaccuracy, error, delay or omission, (ii) non-performance or (iii) interruption in any such Third-Party Information, due either to any negligent act or omission by Dime or any Information Provider, to any “force majeure” (e.g., flood, extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, equipment or software malfunction, epidemic or pandemic) or to any other cause beyond the reasonable control of Dime or any Information Provider. I understand and acknowledge that, at any time, any and all Information Providers may discontinue disseminating any category of Third-Party Information, may change or eliminate any transmission method, and may change transmission speeds or other characteristics. The Information Providers and/or Dime shall not be liable for any resulting liability, loss or damages that may arise therefrom. NEITHER I NOR MY AGENTS SHALL HOLD DIME, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS OR EMPLOYEES, OR ANY INFORMATION PROVIDER LIABLE IN ANY WAY FOR (1) ANY INACCURACY, ERROR, OR DELAY IN, OR OMISSION FROM, I) ANY THIRD-PARTY INFORMATION (AS DEFINED IN THIS AGREEMENT) OR II) THE TRANSMISSION OR DELIVERY OF ANY SUCH THIRD-PARTY INFORMATION, OR (2) ANY LOSS (AS DEFINED IN THIS AGREEMENT) OR DAMAGE ARISING FROM OR OCCASIONED BY I) ANY SUCH INACCURACY, ERROR, DELAY, OR OMISSION, II) NON-PERFORMANCE OR III) INTERRUPTION IN ANY SUCH THIRD-PARTY INFORMATION, WHETHER DUE TO ANY NEGLIGENT ACT OR OMISSION BY ANY DISSEMINATING PARTY, OR TO ANY “FORCE MAJEURE” (E.G., FLOOD, EXTRAORDINARY WEATHER CONDITIONS, EARTHQUAKE OR OTHER ACT OF GOD, FIRE, WAR, INSURRECTION, RIOT, LABOR DISPUTE, ACCIDENT, ACTION OF GOVERNMENT, OR COMMUNICATIONS OR POWER FAILURE, EQUIPMENT OR SOFTWARE MALFUNCTION, EPIDEMIC OR PANDEMIC) OR ANY OTHER CAUSE BEYOND THE REASONABLE CONTROL OF DIME, ANY OF ITS AFFILIATES, OR THE INFORMATION PROVIDERS.
26. Limited Liability; Indemnification
a) Limitation of Liability. Except as otherwise provided by law, I understand and agree that Dime, Dime’s Affiliates and its and their respective partners, managing directors, officers, directors, employees, or agents (each such entity, an “Indemnified Party”) shall not be liable for any expenses, losses, costs, damages, liabilities, demands, debts, obligations, penalties, charges, claims, causes of action, penalties, fines, and taxes of any kind or nature (including legal expenses and attorneys’ fees) (whether known or unknown, absolute or contingent, liquidated or unliquidated, direct or indirect, due or to become due, accrued or not accrued, asserted or unasserted, related or not related to a third party claim, or otherwise) (collectively, “Losses”) by or with respect to any matters pertaining to my Dime Account, my use of the App, the Website, the Dime Services, and other services provided by the Indemnified Parties under this Agreement, except to the extent that such Losses are actual Losses and are determined by a court of competent jurisdiction or an arbitration panel in a final non-appealable judgment or order to have resulted solely from Dime or its Affiliates gross negligence or intentional misconduct; further provided, that Dime or its Affiliates shall not be liable for any Losses that have resulted from the gross negligence or intentional misconduct of any related party or service provider with whom I contract with independent of my relationship with the Dime Platform. I also understand and agree that Indemnified Parties will have no responsibility or liability to me in connection with the performance or non-performance by any Counterparty or other third party (including banks) or any of their respective agents or affiliates, of its or their obligations relative to my Dime Account. I further understand and agree that Indemnified Parties will have no liability, to me or to third parties, or responsibility whatsoever for: (i) any Losses resulting from a cause over which Indemnified Parties do not have direct control, including the failure of mechanical equipment, unauthorized access, theft, operator errors, government actions or restrictions, Force Majeure (as defined in this Agreement), or suspension of trading; and (ii) any special, indirect, incidental, consequential, punitive, or exemplary damages (including lost profits, trading losses and damages) that I may incur in connection with my Dime Account, my use of the App, the Website, the Dime Services, and other services provided by Indemnified Parties under this Agreement. Further, if I authorize or allow third parties to gain access to Dime’s services, including my Dime Account, I will indemnify, defend and hold harmless Dime, Dime’s Affiliates, and its and their respective officers and employees against any Losses arising out of claims or suits by such third parties based upon or relating to such access and use. Dime does not warrant against loss of use or any direct, indirect or consequential damages or Losses to me caused by my assent, expressed or implied, to a third party accessing my Dime Account or information, including access provided through any other third-party systems or sites. I ACCEPT ALL RISKS ASSOCIATED WITH THE USE OF Dime TO CONDUCT TRANSACTIONS, INCLUDING, BUT NOT LIMITED TO, IN CONNECTION WITH THE FAILURE OF HARDWARE, SOFTWARE, AND INTERNET CONNECTIONS.
b) Indemnification. To the full extent permitted by applicable law, I hereby agree to indemnify each Indemnified Party against any action, liability, cost, claim, loss, damage, proceeding or expense suffered or incurred if direct or not directly arising from my use of the Dime Platform and operation of my Dime Account, or from my violation of this Agreement. If I am a California resident, I hereby waive California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” If I am a resident of another jurisdiction, I hereby waive any comparable statute or doctrine.
c) Legal Costs. I agree to indemnify Dime for actual, reasonable legal costs and expenses directly related to my Dime Account or any related account that are a result of any regulatory inquiry, legal action, litigation, dispute, or investigation that arise or relate to me or my use of my Dime Account or the Dime Services. I understand that, as a result, Dime will be entitled to charge my Dime Account for such costs without notice, including legal and enforcement related costs that Dime incurs. Any withholding will last for a period of time that is reasonably necessary to resolve any regulatory or legal issue at hand, and Dime may place any amounts garnered from me in a separate account, and will pay to me the remaining balance after any noted issue has been resolved. Furthermore, I agree that where such actions relate to a specific asset in my Dime Account, that asset may not be transferred out of my Dime Account until the matter is resolved.
d) No warranties. I understand and agree that my use of my Dime Account, the Dime Service, or any other service provided by Dime or any of its Affiliates is at my sole risk. The Dime Service is provided on an “as is,” “as available” basis without warranties of any kind, either express or implied, including those of merchantability and fitness for a particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this Agreement.
27. Miscellaneous Provisions
The following provisions shall also govern this Agreement:
a) Interpretation. The heading of each provision hereof is for descriptive purposes only and shall not be (1) deemed to modify or qualify any of the rights or obligations set forth herein or (2) used to construe or interpret any of the provisions hereunder. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “or,” when used in this Agreement, has the inclusive meaning represented by the phrase “and/or.” Unless the context of this Agreement otherwise requires: (i) words using the singular or plural number also include the plural or singular number, respectively; and (ii) the terms “hereof,” “herein,” “hereunder” and derivative or similar words refer to this entire Agreement. References to any law shall be deemed to refer to such law as amended from time to time and to any rules or regulations promulgated thereunder.
b) Binding Effect; Assignment. This Agreement shall bind my heirs, assigns, executors, successors, conservators, and administrators. I may not assign this Agreement or any rights or obligations under this Agreement without first obtaining Dime’s prior written consent. Dime may assign, sell or transfer my Dime Account and this Agreement, or any portion thereof, at any time, without my prior consent.
c) Severability. If any provisions or conditions of this Agreement are or become inconsistent with any present or future law, rule or regulation of any applicable government, regulatory, or self-regulatory agency or body, or are deemed invalid or unenforceable by any court of competent jurisdiction, such provisions shall be deemed rescinded or modified, to the extent permitted by applicable law, to make this Agreement in compliance with such law, rule or regulation, or to be valid and enforceable, but in all other respects, this Agreement shall continue in full force and effect.
d) Website Postings. I agree and understand that Dime or any of its Affiliates may post other specific agreements, disclosures, policies, procedures, terms and conditions that apply to my use of the App, the Website or my Dime Account on the Website (“Website Postings”). I understand that it is my continuing obligation to understand the terms of the Website Postings, and I agree to be bound by the Web Postings as are in effect at the time of my use.
e) Entirety of Agreement. This Agreement, any attachments hereto, other agreements and policies referred to in this Agreement (including the Website Postings), and the terms and conditions contained in my Dime Account confirmations, contain the entire agreement between Dime and myself and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Dime and myself, provided, however, that any and all other agreements between Dime and me, not inconsistent with this Agreement, will remain in full force and effect.
f) Amendment. Dime may at any time amend this Agreement without prior notice to me. The current version of the Agreement will be posted on the Website and my continued Account activity after such amendment constitutes my agreement to be bound by all then-in-effect amendments to the Agreement, regardless of whether I have actually reviewed them. Continued use of the App, the Website or any other Dime services after such posting will constitute my acknowledgment and acceptance of such amendment. I agree to regularly consult the Website for up-to-date information about Dime services and any modifications to this Agreement. Dime is not bound by any verbal statements that seek to amend the Agreement.
g) Termination. Dime may terminate this Agreement, or close, deactivate or block access to my Dime Account at any time in Dime’s sole discretion. I will remain liable to Dime for all obligations incurred in my Dime Account, pursuant to this Agreement, or otherwise, whether arising before or after termination. I may terminate this Agreement after paying any obligations owed upon written notice.
h) No Waiver; Cumulative Nature of Rights and Remedies; Non-Waiver of Rights. I understand that Dime’s failure to insist at any time upon strict compliance with any term contained in this Agreement, or any delay or failure on Dime’s part to exercise any power or right given to Dime in this Agreement, or a continued course of such conduct on Dime’s part, shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other further exercise. All rights and remedies given to Dime in this Agreement are cumulative and not exclusive of any other rights or remedies to which Dime is entitled. This Agreement shall not be construed to waive rights that cannot be waived under applicable laws and regulations.
i) Customers. The products and services described on the Website are offered only in jurisdictions where they may be legally offered. Neither the Website nor the App shall be considered a solicitation for or offering of any investment product or service to any person in any jurisdiction where such solicitation or offering would be illegal. I understand that Dime, at Dime’s sole discretion may accept unsolicited accounts from non-U.S. residents, depending on the country of residence and other factors. I understand that Dime is based in the United States and that Dime accepts only U.S. currency in Dime customer accounts.
j) Relationship of the Parties. I agree and understand that nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein.
k) No Third-Party Beneficiaries. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from this Agreement is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons, and this Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of the parties.
l) Survival. All provisions of this Agreement that by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, debts owed, general use of the Dime Service, disputes with Dime, and general provisions, shall survive the termination or expiration of this Agreement.
m) Written Notice. I agree that if Dime sends an email to the email address on record for my Dime Account, this constitutes “written notice” from Dime to me. For all notices made by email, the date of receipt is considered to be the date of transmission.
n) Governing Law. The laws of the State of New York (regardless of the choice of law rules thereof) shall govern this Agreement and all transactions made in my Dime Account.
CRYPTOCURRENCY LOAN AGREEMENT
This Cryptocurrency Loan Agreement (as amended, restated, modified or otherwise supplemented from time to time, this “Loan Agreement”) is entered into by and between you (“Customer,” or “Lender”) and DIME LLC, a Delaware limited liability company, as borrower (“Borrower” or “Dime”).
Customer understands that by accessing or using the Dime Platform and agreeing to be bound by the terms of that certain Customer Agreement between Customer and Dime, that Customer is also agreeing to be bound by the terms of this Loan Agreement. This Loan Agreement supplements, forms part of, and is subject to, the terms of the Customer Agreement. Capitalized terms used in this Loan Agreement that are not otherwise defined herein, shall have the meanings ascribed to such terms in the Customer Agreement. In the event of any inconsistency between the terms of this Loan Agreement and the Customer Agreement, the terms of this Loan Agreement shall prevail.
The parties agree as follows:
1. The Loan
1.1 Loan. Customer shall initiate a loan to Borrower on the date (the “Loan Funding Date”), and in the principal amount of, the initial Deposit (the “Initial Deposit”) effected pursuant to the terms of the Dime Customer Agreement (the “Revolving Loan”), and specifically, Section 3(c) pertaining to the ACH Chargeback Period. The Revolving Loan shall accrue interest (“Interest”) in the manner set forth below in Section 1.5.
1.2 Principal Adjustments. The principal amount of the Revolving Loan (the “Principal Amount”) shall thereafter be adjusted from time to time as follows (each, a “Principal Adjustment”):
(a) the Principal Amount will increase by the principal amount of each subsequent Purchase Deposit or Deposit;
(b) the Principal Amount will decrease by the amount of each subsequent Withdrawal. Adjustments to the Principal Amount based upon the foregoing activities shall be effective (a) as of the day following delivery to Lender of the relevant Purchase Deposit or Deposit, or (b) as of the end of the calendar day immediately preceding the delivery of a Withdrawal confirmation.
1.3 Portfolio Adjustments. The proceeds of the Revolving Loan (the “Revolving Loan Portfolio”) shall initially be in the form of the Initial Deposit. However, Customer may instruct Dime to adjust the composition of the Revolving Loan Portfolio to from time to time by effecting Transactions (a “Portfolio Adjustment,” and together with Principal Adjustments, “Adjustments”). Adjustments to the Revolving Loan Portfolio shall be effective as of the end of the calendar day immediately preceding the delivery of a Trade Confirmation.
1.4 Adjustments; Lender Instructions. Notwithstanding Section 1.2 and 1.3, Dime may from time to time adjust the time period associated with the effectiveness of an Adjustment by amendment to this Loan Agreement consistent with Section 8 hereof, or as may be indicated in writing on the Rate Schedule (as defined below). Customer understands and agrees, in addition to the agreements and instructions contemplated under the Customer Agreement, that (1) upon initiating an Initial Deposit, Customer is agreeing to initiate the Revolving Loan to Dime in the Principal Amount equal to the Initial Deposit; (2) upon effecting any subsequent Purchase Deposit or Deposit, Customer is agreeing to increase the Principal Amount of the Revolving Loan by the corresponding amount of any such Purchase Deposit or Deposit; (3) upon effecting a Withdrawal, that Customer is instructing Dime to repay a portion of the Revolving Loan in the amount of such Withdrawal, thereby reducing the Principal Amount by an equal amount; and (4) upon effecting a Transaction, that Customer is instructing Dime to adjust the Revolving Loan Portfolio consistent with the terms of the Transaction.
1.5 Interest Payments.
(a) Interest. Interest shall be calculated by Borrower in its commercially reasonable discretion on a calendar day basis. Interest will be calculated individually for each type of Cryptocurrency within the Revolving Loan Portfolio based upon the average portion of the Principal Amount allocated to such Cryptocurrency during such calendar day with reference to the Annual Percentage Yield (APY) (the “Interest Rate”) for such Cryptocurrency indicated on the then-current rate schedule published on the Website (available here) (the “Rate Schedule”). Customer understands and agrees that Interest Rates are subject to change at Dime’s discretion; provided, however, that an updated Interest Rate indicated on a Rate Schedule will only take effect upon the latest of (a) five business days following publication on the Website, and (b) such date indicated in the Rate Schedule. For the avoidance of doubt, in addition to the mechanics outlined above regarding changes to Interest Rates, Dime may also impose additional limits, changes, or requirments on Customer’s ability to earn Interest (“Interest Characteristics”) from time to time by amendment to this Loan Agreement consistent with Section 8 hereof, or alternatively, by updating the Rate Schedule. Changes to Interest Characteristics will be effective upon publication on the Rate Schedule.
(b) Daily Payments. Borrower shall, at Borrower’s discretion, (1) make daily payments of Interest directly into Customer’s Dime Account, or (2) add the Interest to the Principal Amount (each, a “Daily Interest Payment”). In the event that Borrower fails to make a Daily Interest Payment or accurately reflect the Daily Interest Payment in the Principal Amount, Borrower shall have 7 Business Days to take appropriate remedial steps. Customer will not be entitled to any Daily Interest Payment for any time period during which Customer is not in compliance with the terms of the Customer Agreement, Customer’s Dime Account is subject to any trading restrictions, or the Customer’s Dime Account is suspended or terminated as provided for in Section 5 of the Dime Customer Agreement.
(c) Dispute. If Customer disputes any Daily Interest Payment, the Customer shall file a complaint, as provided for and enumerated in Section 20 of the Dime Customer Agreement. If Borrower calculates and allocates an incorrect Daily Interest Payment with respect to Customer’s Account, Borrower will promptly notify Customer of the discrepancy in writing, in which case the next Daily Interest Payment(s) shall be adjusted accordingly.
(a) Fees. Each Customer and Dime understand and agree that each are not charging, and the other party will not be responsible for, any fees or other charges in connection with this Loan Agreement. However, Customer explicitly acknowledges that Customer may be subject to certain fees, costs, expenses, charges, or other obligations pursuant to the Customer Agreement.
1.7 Existing Customers. In the event that a Customer has previously entered into the Customer Agreement and already has positions in their Dime Account, then for the purposes of Section 1.1, (1) the Loan Funding Date shall be deemed to occur on the day Customer agrees to the terms of this Loan Agreement (the “Effective Date”), (2) the Cryptocurrency in Customer’s Dime Account as of the Effective Date shall be deemed to constitute the Initial Deposit, and (3) notwithstanding Section 1.3, the Customer’s Revolving Loan Portfolio shall be comprised of the Cryptocurrency in Customer’s Dime Account as of the Effective Date.
2.1 No Obligation to Accept Revolving Loan. For the avoidance of doubt, Borrower is not under any obligation to accept the Revolving Loan, or any subsequent Adjustment to increase the Principal Amount. In all instances, any instruction to initiate the Revolving Loan and any subsequent Adjustment to increase the Principal Amount according to the mechanics outlined in Section 1, is subject to the agreement and acceptance of the Borrower; provided, however, unless Dime notifies Borrower in writing of its refusal to accept the Revolving Loan or a subsequent Adjustment to increase the Principal Amount within (5) business days of any such instruction, Dime shall be deemed to have accepted the instruction on the date such instruction was made.
2.2 Conditions to Adjustments; Daily Interest Payment. Each of Customer and Dime understand and acknowledge that in certain instances Borrower may be (1) unable to timely effect a Principal Adjustment or a Portfolio Adjustment, or (2) make a Daily Interest Payment for a number of reasons, including but not limited to the occurrence of Downtime, Forks, a “force majeure” (e.g.,, flood, extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, equipment or software malfunction, epidemic or pandemic), as may be required in connection with any suspected or anticipated violation of Dime’s AML Program, or due to any other cause beyond the reasonable control of Dime or any Information Provider or primary vendor. Notwithstanding any other provision of this Loan Agreement, to the extent any of the above events occur, Borrower shall not be obligated to effect an Adjustment or make a Daily Interest Payment, as applicable, for so long as such event is continuing. However, Borrower is released of its obligation to make a Daily Interest Payment or effect an Adjustment when Customer is suspected of suspicious activity consistent with the terms of Dime’s AML Program, or otherwise is not in full compliance with the Dime Customer Agreement.
3. Risks. Customer Understand and Acknowledges that:
3.1 BY ENTERING INTO THIS LOAN AGREEMENT, CUSTOMER IS EXPOSED TO POTENTIAL DIME CREDIT RISK, BY INITIATING A REVOLVING LOAN TO DIME, THE CRYPTOCURRENCY UNDERLYING SUCH REVOLVING LOAN IS AT AN INCREASED RISK OF LOSS.
3.2 THE REVOLVING LOAN IS NOT SECURED. DIME MAY REHYPOTHECATE USDC RECEIVED IN CONNECTION WITH THE REVOLVING LOAN, IN WHICH CASE DIME ITESELF MAY NOT HOLD THE UNDERLYING CRYPTOCURRENCY. IN THE EVENT THAT UNDERLYING CRYPTOCURRENCY IS HELD BY ANOTHER ENTITY, CUSTOMER IS INDIRECTLY EXPOSED TO ADDITIONAL RISK, INCLUDING THE CREDIT RISK OF CETAIN UNKNOWN THIRD PATIES.
3.3 THE REVOLVING LOAN IS NOT INSURED.
3.4 DIME DOES NOT OWN OR CONTROL THE SOFTWARE PROTCOLS UNDERLYING ANY CRYPTOCURRENCY AND THEIR ASSOCIATED NETWORKS AND DIME MAKES NO GUARANTEES REGARDING THE SECURITY, FUNCTIONALITY, OR AVAILABILITY OF SUCH PROTOCOLS. IT IS POSSIBLE THAT A PARTICULAR CRYPTOCURRENCY MAY SUFFER A SIGNIFICANT DECREASE IN VALUE, OR OTHER SIGNIFICANT DISRUPTION, INCLUDING BUT NOT LIMITED TO A FORK OR OTHER EVENT THAT COULD RESULT IN THAT CRYPTOCURRENCY BECOMING WORTHLESS, OR OTHERWISE UNSUPPORTED BY DIME.
3.5 CUSTOMER UNDERSTANDS EACH OF THE AFOREMENTIONED RISKS AND EXPLICITLY ACCEPTS THE RIGK OF LOSS ASSOCIATED WITH PARTICIPATING AS LENDER UNDER THIS LOAN AGREEMENT, UP TO AND INCLUDING, TOTAL LOSS OF ALL CRYPTOCURRENCY SUBJECT TO A REVOLVING LOAN.
3.6 DIME IS NOT A BROKER-DEALER AND IS NOT A MEMBER OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC. (“FINRA”) OR THE SECURITIES INVESTOR PROTECTION CORPORATION (“SIPC”). I UNDERSTAND THAT CRYPTOCURRENCIES DO NOT CONSTITUTE SECURITIES AND THEREFORE ARE NOT PROTECTED BY SIPC INSURANCE.
4. Representations and Warranties
Lender represents and warrants to Borrower that:
4.1 Power and Authority. Customer is at least 18 years old and has not previously been suspended or removed from the Dime Platform or had access revoked to a Dime Account. By Initiating a Revolving Loan and at all times thereafter while a Revolving Loan is outstanding, Customer represents and warrants that it is in compliance with all applicable laws, rules and regulations with respect to its activities under this Loan Agreement, and is not a resident of a state in which Customer is prohibited from engaging in the lending activities contemplated herein.
4.2 Full Disclosure. No written representation, warranty or other statement of Customer in any certificate or written statement given to Borrower (whether electronically, or otherwise), as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Borrower, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading.
5. Intent to Limit Charges to Maximum Lawful Rate
In no event shall the interest rate or rates payable under this Loan Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Borrower and Lender, in executing and delivering this Loan Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, that, anything contained herein to the contrary notwithstanding, if such rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Loan Agreement, Borrower is and shall be liable only for the payment of such maximum amount as is allowed by law, and payment received from Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.
All notices, requests, demands and other communications under or in respect of this Loan Agreement or any transactions hereunder shall be in writing and shall be sent by e-mail transmission to firstname.lastname@example.org for purposes of Dime, and to Customer’s email address on record for its Dime Account.
7. Successors and Assigns
This Loan Agreement binds and is for the benefit of the successors and permitted assigns of each party. Lender may not assign this Loan Agreement or any rights or obligations under it without Borrower’s prior written consent (which may be granted or withheld in Lender’s sole discretion). Borrower has the right, without the consent of but upon notice to Lender, to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, Borrower’s obligations, rights, and benefits under this Loan Agreement and the Customer Agreement.
Dime may at any time amend this Loan Agreement with prior notice to Customer. The current version of the Loan Agreement will be posted on the Website and Customer’s continued Account activity after such amendment constitutes Customer’s agreement to be bound by all then-in-effect amendments to the Loan Agreement, regardless of whether Customer has actually reviewed them. Continued use of the App, the Website or any other Dime services after such posting will constitute Customer’s acknowledgment and acceptance of such amendment. Customer agrees to regularly consult the Website for up-to-date information about Dime services and any modifications to this Loan Agreement. Dime is not bound by any verbal statements that seek to amend the Loan Agreement.
This Loan Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Loan Agreement.
10. Governing Law
The parties agree that this Loan Agreement, and any disputes arising under this Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any conflict of laws principle to the contrary.