IMPORTANT NOTICE: THIS DIGITAL ASSET CUSTODY AGREEMENT IS A BINDING CONTRACTUAL AGREEMENT AND CONTAINS A BINDING DISPUTE RESOLUTION PROVISION AND A WAIVER OF JURY TRIALS AND CLASS ACTIONS WHICH GOVERN DISPUTES ARISING FROM USE OF THE PLATFORM AND RELATED SERVICES. IT AFFECTS YOUR LEGAL RIGHTS AND THE LEGAL RIGHTS OF ALL PARTIES IN INTEREST AS DETAILED IN THE PROVISIONS BELOW. PLEASE READ CAREFULLY. THIS PRIVACY POLICY MAY BE PRINTED FOR YOUR RECORDS BY UTILIZING YOUR WEB BROWSER’S STANDARD PRINT FUNCTION.
1. APPOINTMENT OF CUSTODIAN
1.1 Appointment. The Client hereby appoints Eastern Point Global LLC (“EPG”) to act as the custodian of the Client's Digital Assets, and EPG hereby accepts such appointment, subject to the terms and conditions of this Agreement.
1.2 Scope of Services. EPG shall provide custody services for the Digital Assets in accordance with the terms of this Agreement and any additional services as may be agreed upon by the parties in writing from time to time.
1.3 Definitions and Additional Terms and Conditions.
2. CUSTODY OF DIGITAL ASSETS
2.1 Deposit of Digital Assets.
The Client shall deposit the Digital Assets with EPG in the form and manner reasonably required by EPG. EPG shall confirm receipt of any Digital Assets deposited by the Client within two (2) business days of such deposit.2.2 Custody Procedures. EPG shall hold, safeguard, and maintain the Digital Assets in accordance with its standard custody procedures, which shall include, but not be limited to, the following:
2.3 Standard of Care. EPG shall exercise Good Faith and Commercially Reasonable efforts in the custody and safekeeping of the Client's Digital Assets, provided that EPG makes no guarantees regarding the security or safety of such Digital Assets and shall not be liable for any loss or damage except in cases of gross negligence, willful misconduct, or fraud as expressly provided in this Agreement. For clarity, EPG shall not be liable for losses resulting from external factors beyond its reasonable control, including but not limited to market volatility, regulatory changes, or force majeure events. For the purposes of clarity, Good Faith refers to the observance of reasonable standards of fair dealing in accordance with prevailing industry practices, and the absence of any intention to defraud or act dishonestly in the performance of contractual obligations. If our actions are taken in Good Faith defined herein, therefore they are Commercially Reasonable.
2.4 Reporting and Transparency. EPG shall provide the Client with the following reports and information:
3. HOLD HARMLESS AND WAIVER OF CLAIMS
3.1 Hold Harmless. The Client hereby holds EPG, its affiliates, and their respective directors, officers, employees, and agents (collectively, the "EPG Parties") harmless from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the custody, safekeeping, or maintenance of the Client's Digital Assets, regardless of cause, including but not limited to cyber attacks, technological failures, or market events, except to the extent such claims, damages, losses, liabilities, costs, and expenses are directly caused by the fraud of the EPG Parties.
3.2 Waiver of Claims. The Client hereby waives any and all claims, actions, or causes of action it may have against the EPG Parties arising out of or relating to the custody, safekeeping, or maintenance of the Client's Digital Assets, including but not limited to any loss, theft, or unauthorized access to the Digital Assets, except to the extent such claims, actions, or causes of action are directly caused by the gross negligence, willful misconduct, or fraud of the EPG Parties.
3.3 Indemnification. The Client shall indemnify, defend, and hold harmless the EPG Parties from and against any and all third-party claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs, and expenses (including reasonable attorneys' fees and costs), whether or not involving a third-party claim, which arise out of or relate to:
4. LIMITATION OF LIABILITY
4.1 Limitation of Liability. In no event shall EPG be liable for any indirect, special, incidental, consequential, exemplary, or punitive damages, including but not limited to lost profits, loss of business opportunity, loss of data, or loss of goodwill, arising out of or related to this Agreement, regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and even if EPG has been advised of the possibility of such damages. However, if EPG actions were in Good Faith and Commercially Reasonable, EPG shall be fully indemnified, released, held harmless, and exonerated for any and all liability or claims at law, in equity, or arising from any other legal theory.
4.2 Cap on Liability. EPG's total cumulative liability to the Client for all claims arising out of or related to this Agreement shall not exceed the lesser of: (a) the value of the Digital Assets held in custody at the time of the event giving rise to the claim, or (b) the total fees paid by the Client to EPG under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.
4.3 Exceptions. The limitations of liability set forth in Sections 4.1 and 4.2 shall not apply to:
5. CLIENT'S OBLIGATIONS
5.1 Accurate Information. The Client shall provide EPG with accurate and complete information regarding the Digital Assets, including any relevant details or instructions necessary for EPG to properly custody and maintain the Digital Assets.
5.2 Compliance with Laws. The Client shall comply with all applicable laws, rules, and regulations, including those related to anti-money laundering, know-your-customer, sanctions, and the use of digital assets. The Client specifically represents and warrants its compliance with the Nevis Business Corporation Ordinance, the Anti-Money Laundering Regulations and Guidelines of St. Christopher and Nevis, and any other applicable local regulations.
5.3 Security Protocols. The Client shall comply with all security protocols and procedures established by EPG for accessing and managing the Digital Assets, including but not limited to authentication requirements, password policies, and transaction verification procedures.
5.4 Notification of Unauthorized Access. The Client shall promptly notify EPG of any actual or suspected unauthorized access to the Client's account or the Digital Assets, or any other security breach related to the custody services.
6. FEES AND EXPENSES
6.1 Fees. The Client shall pay EPG the fees for the custody services provided under this Agreement, as set forth in Schedule A attached hereto. EPG may revise the fee schedule upon sixty (60) days' prior written notice to the Client.
6.2 Expenses. The Client shall reimburse EPG for all reasonable out-of-pocket expenses incurred by EPG in connection with the provision of the custody services, provided that any individual expense exceeding [EXPENSE THRESHOLD] shall require the Client's prior written approval.
6.3 Definition of Off-Ramp Transactions
In the context of blockchain and cryptocurrency, an **off-ramp transaction** refers to the process of converting digital assets (such as cryptocurrencies like Bitcoin or Ethereum) back into traditional fiat currency (e.g., USD, EUR) or other real-world assets. This typically involves selling or exchanging crypto holdings through a platform, exchange, or service provider, which then transfers the equivalent value to a bank account, payment processor, or other fiat-based system. Off-ramps are the opposite of "on-ramps," which involve converting fiat into crypto. Common examples include withdrawing crypto to a bank via third-party payment gateways. These transactions may incur additional steps for compliance, such as KYC (Know Your Customer) verification, and are subject to market volatility, regulatory requirements, and fees from intermediaries.
6.4 Fee Disclosure for Blockchain Transactions and Off-Ramp Transactions
This disclosure outlines the fees associated with blockchain transactions and off-ramp transactions facilitated through our platform/service. All fees are subject to change based on network conditions, market rates, regulatory updates, and third-party providers. We aim for transparency and will notify users of any material changes via email or in-app notifications at least 30 days in advance, where feasible.
1. Blockchain Transactions
Blockchain transactions include on-chain transfers of cryptocurrencies or tokens between wallets, smart contract interactions, or other decentralized operations on networks.
Network/Gas Fees: These are mandatory fees paid to blockchain miners or validators to process and confirm transactions. They vary based on network congestion, transaction complexity, and gas prices (e.g., on Ethereum, gas fees can range from $0.50 to $50+ per transaction during peak times). We do not control or profit from these fees; they are passed directly to the network.
Platform Processing Fee: A flat or percentage-based fee charged by our service for facilitating the transaction.
Conversion/Swap Fees (when applicable): For cross-chain or token swaps, an additional 0.5% to 2% fee may apply, depending on liquidity providers (e.g., via DEXs like Uniswap).
Important Notes on All Fees:
Acceptance of Fees
By proceeding with any blockchain transaction or off-ramp transaction on our platform, you acknowledge and agree to the following:
6.5 Payment. EPG shall have the right to deduct any and all fees, expenses, and charges directly from the Client's Digital Assets held in custody, or alternatively, the Client may pay such fees, expenses, and charges by other means as mutually agreed upon in writing by the parties. If EPG deducts fees and expenses from the Client's Digital Assets, it shall provide the Client with a detailed statement of such deductions.
6.5 Taxes. All fees and expenses are exclusive of any applicable taxes, which shall be the responsibility of the Client. EPG has no duty to collect such taxes from the Client or deduct them from the Client's Digital Assets held in custody.
7. REPRESENTATIONS AND WARRANTIES
7.1 Client Representations and Warranties. The Client represents and warrants that:
7.2 Easter Point Global Representations and Warranties. EPG represents and warrants that:
8. TERM AND TERMINATION
8.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated by either party in accordance with this Section 8. However, the indemnification, waiver, and hold harmless provisions shall survive for a period of five (5) years after termination, or, if greater, to the greatest period allowable by law.
8.2 Termination for Convenience. Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party.
8.3 Termination for Cause. Notwithstanding Section 8.2, EPG may terminate this Agreement immediately upon written notice to the Client in the event of:
8.4 Effect of Termination. Upon termination of this Agreement:
9. DISPUTE RESOLUTION:
9.1 Please see Terms and Conditions.
10. GOVERNING LAW AND VENUE
10.1 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of St. Christopher and Nevis, without regard to its conflict of laws principles. The exclusive jurisdiction of the High Court of St. Christopher and Nevis and its superior courts in respect of all disputes that may arise out of this Agreement shall hear and determine any suit, action, or proceeding and settle any dispute between them that may arise out of or in connection with an Account and for such purposes, each party irrevocably submits to the exclusive jurisdiction of such court. The parties hereto waive all objections and irrevocably consent to the exclusive jurisdiction of the exclusive jurisdiction of the High Court of St. Christopher and Nevis and its superior courts in respect of all disputes which may arise out of this Agreement, as the court of jurisdiction for all matters arising from an Account. Further, in all matters pending before the court of proper jurisdiction as outlined in this provision, at all times the laws of St. Christopher and Nevis shall be applied and govern all transactions hereunder without regard to any choice of law provisions, if any.
11. CONFIDENTIALITY
11.1 Please see Terms and Conditions.
12. AUDIT AND INSPECTION RIGHTS
12.1 Audit Rights. Upon no less than thirty (30) days' prior written notice and during EPG's regular business hours, the Client or its authorized representatives may audit EPG's operations, controls, and procedures relating to the custody services, subject to EPG's security and confidentiality requirements, provided that such audits shall not occur more than once per calendar year unless required by applicable law or in response to a material security incident. The Client shall bear all costs associated with such audits.
12.2 Regulatory Examinations. EPG shall cooperate with any examination or inquiry by any regulatory authority having jurisdiction over the Client or the Digital Assets, and shall provide such information and assistance as may be reasonably requested by such regulatory authority.
12.3 Security Assessments. EPG shall conduct, at its own expense, annual security assessments of its systems and procedures relating to the custody services, and shall provide the Client with a summary of the results of such assessments upon request.
12.4 Security Procedure.
You have an affirmative duty of due diligence to monitor and immediately communicate any information to Us that would materially affect an Account, Online Portal, the Platform, or a past, pending, or future transaction. The preceding includes (i) any breach of the Parties in Interest’s, hardware, systems, software, networks, apps, communications, data, or devices; (ii) a change in circumstances, including such as revocation of powers, death, divorce, liens, litigation or bankruptcy; (iii) obtaining additional information regarding any of the attestations, representations, and warranties made to Us, contemplated by this Agreement, or the Account Documents; or (iv) which would inform Us of material details or any other disclosure requirements after the date of this Agreement. Your duty to disclose continues throughout the term of this Agreement and survives the termination of the Account.
The Parties in Interest Agree that the preceding Security Procedure and the Alternative Verification Security Procedure are Commercially Reasonable methods of providing security against unauthorized access to Account Holdings.
Further, We have no liability for any absent, conflicting, modifying, or restrictive Notice which is not received in accordance with Our procedures and notification requirements or in a manner affording Us a reasonable opportunity to act on it before the Request or transaction is processed.
13. REGULATORY COMPLIANCE
13.1 Compliance with Laws. Each party shall be solely responsible for its compliance with all applicable laws, rules, and regulations in connection with its performance under this Agreement. The Client specifically acknowledges and agrees that it bears sole responsibility for its compliance with all applicable laws, rules, and regulations relating to its business activities, tax obligations, and regulatory reporting requirements., including but not limited to laws relating to anti-money laundering, counter-terrorist financing, sanctions, data privacy, and the custody and transfer of digital assets.
13.2 Suspicious Activity Reporting. EPG shall monitor for and report any suspicious activity related to the Client's Digital Assets as required by applicable law. The Client acknowledges that EPG may be required to report certain transactions or activities to regulatory authorities without notice to the Client.
13.3 Regulatory Changes. In the event of any change in applicable laws or regulations that would materially affect the custody services or the parties' rights or obligations under this Agreement, the parties shall cooperate in good faith to amend this Agreement as necessary to comply with such changes.
14. MISCELLANEOUS
14.1 Entire Agreement. This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.
14.2 Amendments. This Agreement may be amended only by a written instrument executed by both parties.
14.3 Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party (not to be unreasonably withheld), except that EPG may assign this Agreement to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or business.
14.4 Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing. They shall be deemed to have been duly given when (a) delivered by hand with written acknowledgment of receipt, (b) sent by email (with automated delivery and read receipt), (c) sent by registered mail with proof of delivery, or (d) sent by an internationally recognized courier service with tracking capability, to the addresses set in the Account Documents.
14.5 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
14.6 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof.
14.7 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
14.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed to be original signatures for all purposes.
14.10 Headings. The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision.
14.11 Third-Party Beneficiaries and Governing Law. Except as expressly provided herein, this Agreement is for the sole benefit of the parties and their respective successors and permitted assigns, and nothing herein shall give or be construed to give any other person any legal or equitable rights. This Agreement shall be governed by and construed in accordance with the laws of St. Christopher and Nevis, and any disputes shall be subject to the exclusive jurisdiction of the courts of St. Christopher and Nevis.
Eastern Point Global, LLC (EPG) operates exclusively outside of the United States (U.S.) and its services are not offered in the U.S. and no U.S. citizen, resident, or entity is eligible to utilize said services nor is any citizen, resident, or entity of St. Kitts or Nevis eligible to utilize said services.
EPG offers a variety of escrow, ministerial services, trust administration, and fiduciary services as they apply to the operation of a Nevis International Exempt Trust. EPG only offers fiduciary services in jurisdictions where EPG is authorized to provide such services and then pursuant solely to the terms of the associated governing documents. EPG may act in a ministerial non-fiduciary capacity as an escrow agent when applicable. Fees charged are exclusively for ministerial services, fiduciary services, or system licensing fees to access the technology-based systems. The content herein is provided as, and limited to, information and descriptions of the features and benefits of EPG’s services, products, and requirements when applicable. This document is for informational purposes only and is not an offer to sell, a solicitation, or an offer to buy any security. Nor is the content herein an offer to provide legal, fiduciary, or trust services. The information herein is not intended to be legal or investment advisory advice and should not be constructed as legal or investment advisory advice. EPG and its affiliated parties are not law firms, are not a lawyer referral service, and do not act as your attorney or investment advisor. EPG is not a substitute for the advice of an attorney or an investment advisor; as such, EPG does not provide any advice, explanation, opinion, or recommendation about possible legal rights, express any legal guidance on the matters contained herein, nor provide investment advice or management. As appropriate, seek the advice of an attorney if you have questions concerning legal questions, remedies, defenses, or options, or seek the advice of a licensed investment advisor related to trust holding(s) or investments. EPG and its affiliated companies are not broker-dealers and only forward your instructions to executing custodians/broker-dealers. No U.S. or St. Kitts/Nevis custodied assets are allowable. The information provided herein is not a contract or any representation or offer you should rely on. The terms of the applicable agreement shall supersede and have precedent over any information provided herein.