Borrowing Account Terms

OUR RELATIONSHIP

In these Borrowing Terms, holders of a Quantia Borrowing Account, including owners, employees, agents and affiliates of any business, corporation, partnership or other entity that is, or is considering becoming, an account holder are sometimes referred to as “you” or “your.” Quantia Trading SAS is referred to as “Quantia”, “we,” “us” or “our” in these Borrowing Terms. Together, you and we may be collectively referred to as “Parties.”

ACCEPTANCE OF TERMS

By conducting any borrowing activity, you agree that the terms and conditions contained in these Borrowing Terms will govern such activity, as modified from time to time. We reserve the right to update these Borrowing Terms at any time, and may notify you of such changes via the Website or by email at the address specified on your account application for your Quantia Borrowing Account, but we have no obligation to notify you of every update.

Account

1. Quantia will grant you a Crypto Credit in Digital Assets, if you provide the required Digital Assets as collateral, by transferring them into the Quantia Borrowing Account, or by using ones available thereinto (“Collateral”). All such Digital Assets are indicated on the Quantia Platform and in the Quantia Account and are subject to revision from time to time.
2. The value of the credit shall be calculated by the loan-to-value-ratio, as indicated on the Quantia 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 Quantia 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 to keep the margin above 120%.
4. Unless prohibited by any Applicable Law, by virtue of this Agreement Quantia acquires the ownership title and all attendant rights of ownership of the Collateral while the credit 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, rehypothecate, 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 and absolute discretion. Any such action will be performed in our name only and you will have no benefits and liabilities from it.

Interest

1. A compound annual Interest shall commence accruing as of the start date of the credit (“Start Date”), at the rate determined at the time the credit is granted and indicated in the Quantia Account and on the Quantia 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 Quantia Account.

Margin Calls & Liquidation

1. If the margin drops below certain thresholds, as indicated on the Quantia Platform, you shall, at our request, provide additional Collateral and/or make the required repayments to rebalance the Borrowing Account. In addition, in case you have enabled the available option(s) in your Quantia Account, the relevant amount and type of Digital Assets will be automatically transferred from the Custodial Account to the Borrowing Account of your Quantia Account to serve as additional Collateral, according to the procedure described on the Quantia Platform.
2. If the margin drops below the minimum permitted threshold, as indicated on the Quantia Platform, Quantia shall liquidate the necessary amount of Collateral to rebalance your Borrowing Account, 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 Quantia 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.

Term

1. The credit shall be matured in a 6-month term starting from the Start Date (“Maturity Date”).
2. The term of the credit shall be automatically extended for another 6-month term. The number of extensions under the preceding sentence shall be unlimited.

Repayment and Withdrawal

1. The credit shall be repaid on the Maturity Date unless its term has been automatically extended.
2. You may repay at any time prior to the Maturity Date and any amount: (i) by transferring into the Quantia Account the same Digital Assets as the Quantia crypto credit granted, or other Digital Assets acceptable to Quantia; (ii) with the Collateral; or (iii) by combination of (i) and (ii). Certain rules may apply to repayments from time to time, as indicated on the Quantia Platform.
3. All repayments shall be allocated first to the fees (if any), then to the Interest and last to the principal of the Quantia credit.
4. Once the credit has been repaid in full, all remaining Collateral shall be transferred back to the Client’s Custodial Account.

Obligations and Warranties

1. You hereby declare, warrant and confirm that:
   1. You meet the conditions described.
   2. You are the exclusive owner of the Digital Assets to be used as Collateral;
   3. You validly undertake any action or enter into any transaction with regard to the Agreement;
   4. The Digital Assets, which you have provided or will provide as Collateral, are not derived from money laundering, terrorist financing, fraud or any other illegal or criminal activity under any Applicable Law in the respective jurisdiction;
   5. You have submitted to Quantia only complete, correct and up-to-date information and documents;
   6. You are aware that you are subject to the tax regulation in your jurisdiction and shall be fully responsible for any filing/reporting and paying any tax due to the competent tax authority, as required by the Applicable Law. Quantia shall not be required to compensate you for your tax obligations or advise you in relation to your tax issues. The uncertainty in tax legislation relating to the Digital Assets may expose you to any currently unknown or future tax consequences, associated with your holding of Digital Assets and the use of our service, for which Quantia shall not be held liable. You shall hold Quantia harmless from any expenses and losses, resulting from the above uncertainty;
   7. You are aware that you use the Quantia Interest Account and the Quantia Borrowing Account fully at your own risk.
2. You hereby undertake to:
   1. Use the Borrowing Account and the other Quantia Services in good faith;
   2. Not violate or breach any terms in these General Terms, the Privacy Policy, or any Applicable Law in any relevant jurisdiction;
   3. Not commit, conduct or perform any misrepresentation, fraud, malicious act or criminal activities;
   4. Not provide false, inaccurate, incomplete, out-of-date or misleading information;
   5. Not interfere, intercept, or expropriate our network, system, data, or information;
   6. Not transmit or upload any virus or other malicious software or program, or try to gain unauthorized access to other users accounts, website, network or systems relating to the Quantia Services;
   7. Not decompile, reverse engineer or disassemble any of our programs, systems or products, or in any way infringe our Intellectual Property rights;
   8. Keep the data required for using the Quantia Account unavailable for third parties;
   9. Inform Quantia about any change in the information and documents submitted to Quantia, in particular in your contact details, within 1 (one) day as of the change.

Default

1. The 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 Terms, including but not limited to any obligation to pay any amount whatsoever (principal, Interest or other) to Quantia in respect of the Quantia credit; b) The Client breaches another obligation in connection with the Client’s relationship with Quantia, including any obligation resulting from the Collateral (the obligation to maintain Digital Assets with Quantia considered by Quantia 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) Quantia is unable to contact the Client in accordance with the Client’s most recent instructions for sending correspondence.
2. In case of an Event of Default, Quantia is entitled: a) To terminate the credit and/or this Agreement with immediate effect; b) To declare immediately payable any principal amount as well as the Interest accrued; c) To realize, at our sole and absolute discretion, all or part of the Collateral in accordance with the applicable contractual terms; and/ord) In general, to take any action it deems necessary to protect its interests.
3. You shall defend, indemnify, and hold harmless Quantia, 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 Terms or your use of the Quantia Services in violation to these Terms or any Applicable Law.

Risk Disclosure

1. The 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 Quantia credit or any of the other Quantia Services.
2. YOU ARE RESPONSIBLE FOR DETERMINING WHETHER THE USE OF THE CREDIT OR ANY OF THE OTHER QUANTIA SERVICES IS LEGAL IN YOUR JURISDICTION. IF YOU ARE UNCERTAIN, PLEASE SEEK INDEPENDENT LEGAL ADVICE.
3. We may be forced to suspend or discontinue or to change aspects of the credit 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 Quantia Borrowing and Custodial Account may be frozen for an indefinite period of time until the matter is resolved.
4. Quantia shall not be liable for any delay, error, interruption or failure to perform any obligation under these Terms, where the delay or failure is directly or indirectly resulting from any cause beyond our control, including but not limited to: (i) acts of God, nature, court or government; (ii) failure or interruption in public or private telecommunication networks, communication channels or information systems; (iii) acts or omissions of acts of a party for whom we are not responsible; (iv) delay, failure or interruption in, or unavailability of, third-party services; (v) strikes, lockouts, labour disputes, wars, terrorist acts and riots.
5. You understand and agree that you use the Quantia Borrowing Account at your own risk. This section is not exhaustive and does not disclose all the risks associated with the Digital Assets. You should, therefore, carefully consider whether such use is suitable for you in light of your circumstances and financial resources.

Limitation of liability

1. NOTWITHSTANDING ANY PROVISIONS IN THESE 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.
2. Neither we nor any of our agents or nominees shall be liable for: (i) the management or performance of your Digital Assets (including any reduction in the value); and (i) any taxes or duties payable in respect of your Digital Assets.
3. Except as expressly provided in these 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 Quantia services under these Terms.
4. Our liability in respect of representations and warranties that is not excluded under these 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.
5. IN NO EVENT WILL OUR AGGREGATE LIABILITY FOR ANY LOSS OR DAMAGE ARISING IN CONNECTION WITH THE QUANTIA CREDIT EXCEED THE FEES YOU PAID TO Quantia 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.

Termination

1. This Agreement shall be terminated immediately by closing of your Quantia Account and discontinuing use of the Borrowing Account.
2. In the event that your suspended or closed Quantia 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.
3. 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.

Notices

1. Any notice required or made under these Terms from Quantia 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 Quantia Platform.
2. Any notice required or made under these Terms by the Client to Quantia shall only be made through an e-mail, sent to [e-mail]

Miscellaneous

1. The Intellectual Property remains exclusive property of Quantia and cannot be reproduced, displayed, distributed and used in any other manner by the Client, except upon our explicit prior written consent.
2. This Agreement, together with the General Terms and Conditions and the Privacy Policy, represents the entire agreement between you and Quantia in relation to the use of the Borrowing Account. It supersedes all prior representations, understandings, agreements, or communications between you and Quantia, whether written or verbal, including any statements published in the whitepaper on the Quantia Platform.
3. Quantia shall reserve its right to amend or supplement these Terms from time to time. Any such amendments or supplements shall become valid and in full force as of the date of their publishing on the Quantia Platform, while they shall not affect the current terms of your Quantia Crypto Credit and shall only apply for new Quantia Crypto Credit(s).
4. The descriptive headings in these Terms are inserted for convenience only and shall not affect the interpretation of this Agreement.
5. The invalidity of the whole or part of any provision of these Terms shall not affect the validity of the whole or part of any other provision of these Terms, the remaining provisions of these  Terms shall remain in full force and effect.
6. The failure by Quantia to exercise or enforce any right or provision of these Terms shall not constitute a present or future waiver of such right or provision.
7. Any of your rights and obligations arising out of the Agreement are not assignable or transferable, without the prior written consent of Quantia.
8. Quantia shall reserve the right to assign, delegate or transfer this Agreement and the rights and obligations hereunder to any third party at any time without notice or your consent.

QUANTIA TRADING SAS IS AN ENTITY INCORPORATED IN URUGUAY THAT OPERATES EXCLUSIVELY WITH CRYPTOCURRENCIES AND DOES NOT CARRY OUT TRANSACTIONS OF ANY KIND WITH FIAT CURRENCIES ISSUED BY CENTRAL BANKS. CRYPTOCURRENCIES HAVE HIGH VOLATILITY. USERS FULLY ASSUME THE RISK INVOLVED IN TRANSACTING WITH SUCH ASSETS. QUANTIA DOES NOT PROVIDE ANY FINANCIAL, LEGAL OR TAX ADVICE, NOR SHOULD THIS WEBSITE BE VIEWED AS AN OFFER OR INDUCEMENT TO MAKE ANY FINANCIAL DECISIONS.