Terms of Use

1. Introduction

Quantum LLC and its Affiliates (collectively, “we,” “our,” “us”, or “Quantum”) provide the following Terms of Use that, as they may be modified from time to time by Quantum in its sole discretion (the “Terms”) apply to our users (“you” or “User(s)”) and govern each User’s access to, and use of, Quantum’s products and services as well as our mobile and web-based application(s), our website(s), any software, programs, documentation, tools, hardware, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) provided to you by Quantum, directly or indirectly, through our mobile application, our website, or any other online services we provide (each a “Service,” and collectively the “Services”).

PLEASE CAREFULLY REVIEW THESE TERMS BEFORE USING, OR CONTINUING TO USE, ANY OF QUANTUM’S SERVICES. THE TERMS INCLUDE IMPORTANT INFORMATION ABOUT YOUR RELATIONSHIP WITH QUANTUM, INCLUDING MANDATORY ARBITRATION OF DISPUTES BETWEEN YOU AND QUANTUM INSTEAD OF CLASS ACTIONS OR JURY TRIALS. THE SERVICES ARE PROVIDED SOLELY FOR USE BY YOU, AND YOUR USE OF THE SERVICES IS EXPRESSLY CONDITIONED ON YOUR CONSENT TO, AND COMPLIANCE WITH, THE TERMS. BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THE TERMS. IF YOU DO NOT AGREE TO ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD IMMEDIATELY STOP USING THE SERVICES. IN ADDITION, OUR PRIVACY POLICY IS INCORPORATED INTO THE TERMS IN ITS ENTIRETY. WE ENCOURAGE YOU TO READ THE TERMS CAREFULLY AND USE THEM TO MAKE INFORMED DECISIONS.

IMPORTANT NOTICE REGARDING THE TREATMENT OF DIGITAL ASSETS

THE TREATMENT OF DIGITAL ASSETS IN YOUR QUANTUM ACCOUNT MAY HAVE CHANGED DEPENDING ON THE JURISDICTION IN WHICH YOU RESIDE AND WHETHER QUANTUM’S CUSTODY SERVICE (SEE SECTION 4(B) BELOW) IS AVAILABLE TO YOU. PLEASE READ THE FOLLOWING TERMS CAREFULLY SO THAT YOU UNDERSTAND THESE CHANGES AND CAN MAKE INFORMED FINANCIAL DECISIONS.

BEGINNING JANUARY, 2025 (THE “MODIFICATION DATE”), THE FOLLOWING TERMS SHALL APPLY:

TERMS APPLICABLE TO ALL USERS RESIDING IN THE UNITED STATES

IF YOU RESIDE IN THE UNITED STATES AND HAVE ACCESS TO QUANTUM’S CUSTODY SERVICE VIA YOUR QUANTUM ACCOUNT, ANY ELIGIBLE DIGITAL ASSET TRANSFERRED TO YOUR QUANTUM ACCOUNT ON OR AFTER THE MODIFICATION DATE WILL BE INITIALLY TRANSFERRED TO A CUSTODY WALLET AS PART OF THE CUSTODY SERVICE.

DIGITAL ASSETS HELD IN A CUSTODY WALLET WILL NOT EARN REWARDS THROUGH QUANTUM’S EARN SERVICE (SEE SECTION 4(D) BELOW).

ANY ELIGIBLE DIGITAL ASSET THAT YOU LOANED TO QUANTUM THROUGH THE EARN SERVICE PRIOR TO THE MODIFICATION DATE WILL CONTINUE TO EARN REWARDS PURSUANT TO THE TERMS HEREIN, UNTIL SUCH TIME AS ANY SUCH ELIGIBLE DIGITAL ASSET IS THEREAFTER USED IN A SERVICE OTHER THAN THE EARN SERVICE (E.G., THE SWAP SERVICE, CELPAY SERVICE, BORROW SERVICE, OR VOLUNTARILY MOVED TO THE CUSTODY SERVICE) OR OTHERWISE WITHDRAWN FROM YOUR QUANTUM ACCOUNT (EACH AN “EARN SERVICE TERMINATION EVENT”).

TERMS APPLICABLE TO NON-ACCREDITED LITHUANIA(EU) USERS

IF YOU RESIDE IN THE UNITED STATES AND ARE NOT REGISTERED WITH QUANTUM AS ACCREDITED INVESTORS (A “NON-ACCREDITED LITHUANIA(EU) USER”), ANY ELIGIBLE DIGITAL ASSET THAT IS SUBJECT TO AN EARN SERVICE TERMINATION EVENT WILL NOT HAVE ACCESS TO THE EARN SERVICE THEREAFTER; SUCH ELIGIBLE DIGITAL ASSET, HOWEVER, MAY BE USED IN QUANTUM’S OTHER SERVICES SUBJECT TO THE TERMS HEREIN.

IF YOU ARE A NON-ACCREDITED LITHUANIA(EU) USER, ANY DIGITAL ASSET TRANSFERRED TO QUANTUM ON OR AFTER THE MODIFICATION DATE WILL NOT EARN REWARDS AND NOT HAVE ACCESS TO THE EARN SERVICE.

TERMS APPLICABLE TO ACCREDITED LITHUANIA(EU) USERS

IF YOU RESIDE IN THE UNITED STATES AND ARE REGISTERED WITH QUANTUM AS AN ACCREDITED INVESTOR (AN “ACCREDITED LITHUANIA(EU) USER”), YOU SHALL HAVE ACCESS TO THE EARN SERVICE SUBJECT TO THE TERMS HEREIN.

IF YOU ARE AN ACCREDITED LITHUANIA(EU) USER AND HAVE ACCESS TO THE CUSTODY SERVICE VIA YOUR QUANTUM ACCOUNT, ANY ELIGIBLE DIGITAL ASSET TRANSFERRED TO QUANTUM ON OR AFTER THE MODIFICATION DATE WILL INITIALLY BE TRANSFERRED TO A CUSTODY WALLET BUT MAY THEREAFTER BE USED IN THE EARN SERVICE AT YOUR DISCRETION.

IF YOU ARE AN ACCREDITED LITHUANIA(EU) USER AND DO NOT HAVE ACCESS TO THE CUSTODY SERVICE VIA YOUR QUANTUM ACCOUNT, ANY ELIGIBLE DIGITAL ASSET TRANSFERRED TO QUANTUM ON OR AFTER THE MODIFICATION DATE WILL BE INITIALLY TRANSFERRED TO THE EARN SERVICE AND CONSTITUTE A LOAN TO QUANTUM.

PROVIDED THAT YOU CONTINUE TO MAINTAIN YOUR STATUS WITH QUANTUM AS AN ACCREDITED LITHUANIA(EU) USER, YOUR ABILITY TO USE THE EARN SERVICE SHALL CONTINUE WITH RESPECT TO ALL ELIGIBLE DIGITAL ASSETS IN YOUR QUANTUM ACCOUNT.

TERMS APPLICABLE TO USERS RESIDING OUTSIDE THE UNITED STATES

IF YOU RESIDE OUTSIDE THE UNITED STATES, YOU SHALL HAVE ACCESS TO THE EARN SERVICE SUBJECT TO THE TERMS HEREIN.

ANY ELIGIBLE DIGITAL ASSET THAT YOU LOANED TO QUANTUM THROUGH THE EARN SERVICE PRIOR TO THE MODIFICATION DATE WILL CONTINUE TO EARN REWARDS.

ANY ELIGIBLE DIGITAL ASSET TRANSFERRED TO QUANTUM WILL BE INITIALLY TRANSFERRED TO THE EARN SERVICE AND CONSTITUTE A LOAN FROM YOU TO QUANTUM.

Please take further notice that Quantum may modify the Terms at any time and in its sole discretion by posting the revised Terms on the Quantum website. You shall be bound by such modifications effective immediately upon posting. It is your responsibility to review these Terms prior to each use of the Services.

Quantum reserves the right to implement, change, modify, or increase any fee, rates, or other related costs in connection with your Quantum Account or the use of any of the Services at any time. In the event a fee applies to you, we will notify you of the pricing of the fee prior to your providing authorization to complete the subject transaction or transfer. By accepting the Terms, you hereby agree to pay all fees associated with or incurred by your use of the Quantum Account or any of the Services.

The Services provided in connection with specific Eligible Digital Assets listed on Appendix A are provided by the Affiliate Quantum EU UAB, a limited liability company incorporated in Lithuania.

2. Definitions

Capitalized terms shall have the meanings assigned to them in these Terms, unless the context requires otherwise.

“Account” or “Quantum Account” means a User’s designated user account on the Quantum website or mobile application, allowing a User to access and use the Services, view the User’s balance of Eligible Digital Assets held in custody on the User’s behalf or loaned by the User to Quantum, and any rewards gained on loaned Eligible Digital Assets, and manage the User’s personal information and profile. YOUR QUANTUM ACCOUNT IS NOT A BANK ACCOUNT, DEPOSIT ACCOUNT, SAVINGS ACCOUNT, CHECKING ACCOUNT, OR ANY OTHER TYPE OF ASSET ACCOUNT AND SHOULD NOT BE CHARACTERIZED AS A BANKING PRODUCT OR SERVICE. THE USE OF TERMS SUCH AS “ACCOUNT,” “ACCOUNT BALANCE,” “WITHDRAW” AND SIMILAR LANGUAGE IN CONNECTION WITH THE EARN SERVICE AND THE BORROW SERVICE (SEE FURTHER SECTIONS 4(D) AND 4(E) BELOW, RESPECTIVELY) DOES NOT IMPLY OR ESTABLISH, AND SHALL NOT BE TAKEN TO SUGGEST, ANY FORM OF CUSTODY RELATIONSHIP, AND SUCH LANGUAGE IS USED HEREIN AS TERMS OF CONVENIENCE ONLY IN REFERRING TO USERS’ BORROWING OR LENDING OF DIGITAL ASSETS TO OR FROM QUANTUM AS PART OF THE EARN SERVICE AND BORROW SERVICE, AND QUANTUM’S OBLIGATION TO TRANSFER DIGITAL ASSETS TO USERS UPON THE TERMINATION OF SUCH LOANS OR REPAYMENT OF SUCH BORROWING IN CONNECTION WITH THESE SERVICES.

“Affiliate” means an entity that owns or controls, is owned or controlled by, or is or under common control or ownership with a party, where control is defined as the direct or indirect power to direct or cause the direction of the management and policies of such party, whether through ownership of voting securities, by contract, or otherwise.

“AML” stands for Anti-Money Laundering, which means a set of procedures, laws, and regulations that are intended to stop the practice of generating income through illegal actions.

“Blockchain” means a system in which records of transactions made in Digital Assets are maintained across several computers that are linked in a peer-to-peer network.

“Custody Wallet” means a Virtual Wallet where all Eligible Digital Assets held therein are custodial assets maintained either by us or by a third party institution or other entity selected by Quantum (a “Third Party Custodian”).

“Digital Asset” means a digital representation of value in which encryption techniques are used to regulate the generation of digital units and verify the transfer of assets, operating independently from a central bank.

“Eligible Digital Assets” means the types of Digital Assets we may choose to designate for inclusion under one or more of the Services from time to time, which are subject to change and/or limitation in our sole discretion, based on business, regulatory and/or other considerations.

“Fiat,” when used in reference to money or currency, means the coin and paper money of a country that is designated as legal tender, circulates, and is customarily used and accepted as a medium of exchange in the country of issuance.

“KYC” stands for Know Your Customer (or Client), which means the process of a business verifying the identity of its customers or clients and assessing potential risks of illegal intentions for the business relationship.

“Pegging” is the practice of fixing the exchange rate of one currency to the value of another currency or asset.

“Stablecoin” means a Digital Asset that is Pegged to a Fiat currency.

“Virtual Wallet” or “Virtual Wallet Address” means an on-Blockchain virtual address in which Digital Assets can be held and transferred.

3. Eligibility and Proof of Identity

In order to use the Services you must first register for a Quantum Account.

In order to be eligible to access and use the Services, you must (i) be eighteen (18) years of age or older, (ii) have the legal ability to enter into and be bound by these Terms, (iii) comply with these Terms, and (iv) register for and maintain an active and valid Quantum Account. Quantum is not obligated to accept any application from any applicant and has sole and absolute discretion to accept or reject applications to create Quantum Accounts.

The Services are not available where prohibited by law or by Quantum policy, as updated from time to time; currently, such places include, but are not necessarily limited to, the countries of Iran, North Korea, Sudan, South Sudan, Syria, Cuba, or any other country against which the United States, the United Kingdom or the European Union imposes financial sanctions or embargoes.

Be advised that in some jurisdictions, due to regulatory considerations, Quantum may not provide part or all of the Services, which may include support for some Eligible Digital Assets.

Due to changing regulatory requirements and interpretations in the Digital Assets markets, Quantum may use its sole and absolute discretion to, among other things, reject specific applications to open Quantum Accounts, prohibit use of part or all of the Services and/or close, freeze or suspend Quantum Accounts, where Quantum, in its sole and absolute discretion, has determined that regulatory or policy reasons prevent Quantum from being able to offer its Services.

Quantum is subject to AML, KYC, and LITHUANIA(EU) sanction requirements under the Bank Secrecy Act (“BSA”), Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (“USA PATRIOT Act”), and the Office of Foreign Assets Control (“OFAC”).

Under applicable AML and OFAC rules, Quantum is obligated to maintain certain information about you, including User records and transaction history, for five years (seven years for Users residing in the state of New York), or a longer period as may be required under applicable laws. Under certain circumstances, Quantum is required to report to the competent authorities of any unusual transactions, or of any suspicion it may have that any User might be involved in any financial crime or illicit activity.

Quantum is required to comply with applicable AML and KYC requirements before and after you register for a Quantum Account. When you register for a Quantum Account, we will ask for documentation and information, including but not limited to copies of your government-issued identification document (e.g., Passport, driver’s license). For corporate Quantum Accounts, we may require identification information related to the directors, officers, authorized representatives, or equity owners of the business. We may also gather and use information about you from third parties, to help us confirm your identity, perform our AML/KYC checks and/or determine your access to the Services. You represent and warrant at all times that any and all information provided by you to us is true, accurate, and not misleading in any respect. If any such information changes, it is your obligation to provide the new information to us as soon as practicable following such change.

4. Services

A. Quantum Account

Your Quantum Account enables you to manage your balances, access services, and perform transactions online. You are solely responsible for all activities associated with your Quantum Account, including securing your account credentials, such as IDs, passwords, hints, and any codes. Quantum is not liable for any loss or compromise of your account access or personal information, nor for any resulting damages.

SERVICE RESTRICTIONS: Quantum may restrict services in specific jurisdictions due to applicable laws, regulations, or business considerations. Available services depend on your jurisdiction and the status of your Quantum Account. If you reside in the United States, access to certain services may require accreditation status. Quantum reserves the right to request proof of accreditation at its sole discretion, and failure to provide timely proof may result in temporary or permanent suspension of services. Quantum will not be liable for losses resulting from such actions.

We are not responsible for following any instructions received through your Quantum Account that may have been unauthorized, mistaken, or inaccurate. To verify authenticity, we may request additional identification or signatures at our discretion, including accepting digital formats. You agree to reimburse us for claims, costs, and damages, including legal fees, resulting from actions taken based on instructions received through your account.

Your Quantum Account is not a traditional bank account or financial product and should not be characterized as such. Digital asset balances in your account may be:

Held in custody by Quantum or a third-party custodian.

Loaned to Quantum under applicable services.

Posted as collateral for specific services, as further outlined herein.

Quantum reserves the right to freeze, suspend, or terminate accounts at its sole discretion, especially in cases of fraudulent activity, regulatory requirements, or misuse.

B. Custody Service

The Custody Service provides a secure solution for storing eligible digital assets in a custody wallet linked to your Quantum Account. Please note: Digital assets stored via the Custody Service do not accrue rewards, fees, or financial compensation of any kind.

Custodian Roles: Quantum may act as your custodian or appoint third-party custodians, subject to due diligence and your prior consent where applicable. By using this service, you authorize Quantum or its designated custodians to store your digital assets securely, even in jurisdictions different from your domicile.

Ownership & Risks: Title to assets in your custody wallet remains with you at all times. Quantum will not sell, loan, or otherwise use these assets without your explicit instruction, except as required by law or court orders. However, asset prices and risks remain your responsibility. Quantum will use reasonable care in managing the custody wallet but provides no guarantees against market volatility or digital asset loss.

Co-Mingling & Insolvency: Digital assets in custody may be pooled with those of other users. Quantum is not obligated to return the exact assets deposited but will return assets of the same type and value. In case of insolvency, asset treatment remains uncertain and may vary by jurisdiction, potentially resulting in losses or unsecured creditor status for users.

Set-Off Rights: Quantum reserves the right to offset obligations owed by you against any assets held in custody.

Transfers to Other Services: Utilizing other Quantum services (e.g., swaps or lending) may require transferring assets out of custody, rendering them ineligible for custody-specific protections.

The Custody Service is currently available only in select jurisdictions.

C. Swap

i. Introduction to Swap Service

Our Swap Service, if available to you, allows you to exchange one type of Eligible Digital Asset for another type of Eligible Digital Asset in your Quantum Account, provided that the exchange is of a Digital Asset pair supported by Quantum (“Supported Pair”). Quantum may choose to add, remove, change, or impose any additional limits on Supported Pairs from time to time, in its sole discretion and without providing prior notice.

By using Quantum’s Swap Service, you will allow Quantum to exchange the type and amount of the Digital Asset in your Quantum Account that you choose to swap (the “Swapped Assets”) into the type of Digital Asset you choose to receive (the “New Assets”). The amount of New Assets to be received in exchange for the Swapped Assets is determined by the amount of Swapped Assets multiplied by the applicable conversion rate of the relevant Digital Asset pair (the “Exchange Rate”).

ii. Exchange Rates

Quantum will use reasonable efforts to source the best rate for a Supported Pair across multiple venues. However, we cannot guarantee that the Exchange Rates offered on our platform would always be optimal, and you understand and acknowledge that Quantum is not under any obligation to provide the best rate for a Supported Pair. You further acknowledge that it is your responsibility to check if a better rate is available on another platform. In line with Quantum’s commitment to transparency, the Exchange Rates quoted may include an offset from the prevailing market rate (also known as “spread”) to mitigate both Quantum’s exposure to price volatility between the time the Exchange Rate is confirmed and the time the transaction is executed. The spread may be set by Quantum and/or third-party vendors working with Quantum to complete the Swap transaction.

Exchange Rates available on our platform are moment-in-time specific, and due to the volatility in crypto markets, change constantly and rapidly. An Exchange Rate is only final when you approve the transaction and it has been accepted and confirmed.

iii. Swap Transactions are Final

All Swap transactions are final and irreversible once approved by you.

You should therefore carefully review the terms of each transaction before you approve it. Quantum will not be liable for any errors in your order. If you believe a transaction was not executed in accordance with your instructions, please contact support@quantum.network.

We may reject or cancel a Swap transaction where we deem it reasonably necessary, e.g., where there was an error in the Exchange Rate or in the execution of the transaction, or where the quoted Exchange Rate is no longer available.

iv. Execution

Each Swap transaction is entered into between you and Quantum (as buyer or seller, as applicable), and Quantum does not act as your broker, agent, or intermediary.

By entering into any Swap transaction, you hereby appoint Quantum or a Third-Party Custodian to act as the custodian of the Swapped Assets for the purpose of exchanging those assets, and for the duration necessary to complete the exchange.

During periods of high volume, illiquidity, or volatility in the marketplace for any Digital Asset, the actual market rate at which trade is executed may be different from the prevailing rate indicated at the time of your order or trade. You acknowledge and agree that Quantum is not liable for any such price fluctuations. In the event of periods of high volume, illiquidity, or volatility in the marketplace for any Digital Asset or other market disruption of any kind or Force Majeure event (see further Section 34 below, “Force Majeure”), Quantum may suspend access to the Swap Service and/or prevent you from completing any actions via the Swap Service. Following any such event, you understand that prevailing market rates when trading resumes may differ significantly from the rates available prior to such event.

v. Representations and Warranties

By using the Swap Service, you represent and warrant to Quantum that:

The information provided by you to Quantum, including, but not limited to, regarding your place of residency, is accurate and up-to-date;

You are using Quantum’s Swap Service solely for your own personal purposes, and not on behalf of any other person or for business purposes;

You are aware of, and can withstand, the risks involved in holding, using, and trading digital assets, and you have read and understood our Risk Disclosure;

You will NOT use borrowed funds for the purpose of using our Swap Service, and particularly you shall NOT use funds borrowed from Quantum for such purposes;

You will be solely responsible for all tax reporting and payment obligations which may apply to you as a result of using the Swap Service;

Your use of the Swap Service shall be at all times in full compliance with all laws and regulations applicable to you, and you shall not use it for any illegal purposes, including, but not limited to, activities involving financial crime, money laundering or terrorism financing, or the proceeds thereof.

Any breach of these representations and warranties by you shall constitute a breach of these Terms, and may result in, among other legal action, the termination of your Quantum Account.

D. Earn Rewards

Our Earn Service allows you to earn a financing fee from Quantum, referred to as “Rewards,” in the form of Digital Assets (either in-kind, i.e., in the same Digital Asset you transfer, or in QTES Tokens, where permitted) in exchange for entering into open-ended loans of your Eligible Digital Assets to Quantum under the terms hereof. If our Earn Service is available to you, upon your election, you will lend your Eligible Digital Assets to Quantum and grant Quantum all rights and title to such Digital Assets, for Quantum to use in its sole discretion while using the Earn Service.

The balance of Eligible Digital Assets loaned by you to Quantum, and any Rewards gained thereon (see further Section 12 below, “How Rewards are Calculated and Earned”) are visible via your Quantum Account. Once such Eligible Digital Assets are received by Quantum into your Earn balance, they shall be Quantum’s property, in every sense and for all purposes, and you will immediately start accruing Rewards on such Digital Assets in accordance with the terms hereof (unless explicitly provided for the purpose of being utilized for any other Service), and the corresponding amount (and kind) of Eligible Digital Assets shall be reflected in your Quantum Account balance. We reserve the right to reject entry into any loan transaction, and/or the right to repay any loan of Digital Asset already made, each at your expense.

You may terminate any loan to Quantum at any time and request that Quantum return the borrowed Eligible Digital Assets and deliver any Rewards accrued from the Earn Service, by transferring such Eligible Digital Assets and Rewards to your external Virtual Wallet (in accordance with Section 11 below, “Withdrawals”) or to the Custody Service, if available.

The Earn Service is not an investment program nor a speculative tool. Rather, you are earning Rewards as a financing fee on the loan of Eligible Digital Assets you have transferred to Quantum in connection with the Earn Service, and in accordance with the rates published by Quantum from time to time, pursuant to these Terms.

AS FURTHER EXPLAINED IN SECTION 1 ABOVE, BEGINNING APRIL 15, 2022, THE EARN SERVICE WILL NOT BE AVAILABLE FOR ANY DIGITAL ASSET TRANSFERRED TO QUANTUM OR USED IN A SERVICE OTHER THAN THE EARN SERVICE AFTER THAT DATE BY A NON-ACCREDITED LITHUANIA(EU) USER. ANY ELIGIBLE DIGITAL ASSET LOANED TO QUANTUM THROUGH THE EARN SERVICE PRIOR TO APRIL 15, 2022, INCLUDING SUCH ELIGIBLE DIGITAL ASSETS OF NON-ACCREDITED LITHUANIA(EU) USERS, WILL CONTINUE TO EARN REWARDS THROUGH THE EARN SERVICE PURSUANT TO THE TERMS HEREIN, UNTIL SUCH TIME AS SUCH ELIGIBLE DIGITAL ASSET IS THEREAFTER USED IN A SERVICE OTHER THAN THE EARN SERVICE (E.G., THE SWAP SERVICE, CELPAY SERVICE, BORROW SERVICE, OR VOLUNTARILY MOVED TO THE CUSTODY SERVICE) OR OTHERWISE WITHDRAWN FROM THE APPLICABLE USER’S QUANTUM ACCOUNT. THE EARN SERVICE WILL REMAIN FULLY AVAILABLE TO ACCREDITED LITHUANIA(EU) USERS OR USERS RESIDING OUTSIDE THE UNITED STATES.

E. Borrow

You may apply to borrow certain Fiat currencies or Stablecoins from an Affiliate of Quantum, as will be agreed between you and Quantum or its Affiliates in writing, against Eligible Digital Assets in your Quantum Account (each, a “Loan”). If approved, such application shall be subject to a separate agreement to be entered into between you and the Quantum Affiliate (the “Loan Agreement”), and Quantum or its Affiliates shall hold the Digital Assets provided as collateral under the Loan Agreement for the benefit of the Lender subject to the terms hereof, including without limitation Sections 9, 10, and 13.

In no circumstances shall it be permissible for you to use the proceeds of such Loans to purchase additional Digital Assets through any third-party fiat “on-ramp” service providers that may be integrated into or connected with the Quantum platform from time to time, and you represent and warrant that you will not do so. Quantum further does not recommend or encourage any use of borrowed funds for purchasing Digital Assets or making any financial investment. You represent that any use by you of the proceeds of Loans shall be in full compliance with all applicable laws and regulations, these Terms, and the applicable Loan Agreement, and you shall be solely responsible and liable for any breach of any of the foregoing.

Any Eligible Digital Assets you provide as collateral under a Loan Agreement shall not be eligible for another Service provided by Quantum at the same time, including the Earn Service, as set out above, and by entering into any Loan Agreement you explicitly authorize Quantum to deduct the amount of Eligible Digital Assets corresponding to the collateral amount from the applicable Service in your Quantum Account.

Quantum may in its sole discretion offer other forms of commercial arrangement under the Borrow Service, such as a sale and repurchase arrangement, based on its regulatory, business, or other considerations.

F. CelPay

CelPay is Quantum’s proprietary Digital Asset tool for Quantum Users, which allows you to transfer ownership or assign your rights with Quantum, as applicable, in connection with selected Eligible Digital Assets to other registered Quantum Users (see further Section 15 below, “CelPay”).

By entering into any CelPay transaction, you explicitly authorize Quantum or its Affiliates to deduct such amounts of Eligible Digital Assets as you instruct us to transfer to another user from your Quantum Account, and to be added to the balance of the Quantum Account of such other User. Conversely, by accepting any CelPay transaction from another User, you agree that the amounts of Eligible Digital Assets sent to you shall be added to the balance of your Quantum Account.

5. Quantum Account Types

A. Individual Quantum Account

This Quantum Account is owned by only one natural person who is and will continue to be the only person authorized to take any action in the Quantum Account. By opening an Individual Quantum Account, you represent and warrant that you are and shall at all times continue to be the sole beneficial owner of the Quantum Account and user of all Services facilitated or generated therefrom.

B. Corporate Quantum Account

This Quantum Account is owned by a corporation, unincorporated association, a company, a partnership, fiduciary, sole proprietorship, or other legally recognized group (interchangeably defined as an “Entity”) holding a Quantum Account in any capacity other than an individual capacity. An Entity can apply to open a Quantum Account through any natural person(s) who is duly authorized by the Entity to do so (an “Authorized Representative”).

Such Authorized Representative represents and agrees, on behalf of the Entity, as well as on his or her own behalf, that he or she:

is fully authorized to execute all documents or otherwise complete our requirements in his or her stated capacity;

has provided us all documents or other information necessary to demonstrate that authority; and

will provide other documents and complete other requirements as we may request from time to time.

We may refuse to recognize any such authorization if, in our reasonable judgment, it appears to be incomplete or improperly executed.

By opening a Corporate Quantum Account, the Authorized Representative represents and warrants on behalf of the Entity that the Entity is and shall at all times continue to be the sole beneficial owner of the Quantum Account and user of all Services facilitated or generated therefrom and that the ultimate beneficial owners of all assets and assets belonging to the Entity are as represented during the establishment of the Corporate Quantum Account. The Entity registered as holder of a Corporate Quantum Account, the ultimate beneficial owner(s) of such Entity, and any Authorized Representative(s) shall each be responsible for updating Quantum immediately of any change in the details of the Entity, ultimate beneficial owner(s), and/or Authorized Representative(s), including any appointment or termination of the same, change of control in the Entity, or change in the registration details of the Entity, and such persons shall be jointly and severally liable to Quantum for any breach of these Terms in connection with the Corporate Quantum Account.

C. Maximum Number of Accounts

Each User is authorized to have a maximum of one Individual Quantum Account and one Corporate Account (such as in the case of a sole proprietorship) at any given time. Requests for additional accounts must be sent via email to app@quantum.network. Quantum may deny a request for an additional account in its sole discretion and for any reason. Quantum may merge, freeze, suspend, or terminate any Account(s) in its sole discretion and for any reason, including to the extent Quantum reasonably believes any such Account(s) to be in breach of this policy.

6. Authorized Users

For both Individual and Corporate Quantum Accounts, we may follow any instructions regarding your Quantum Accounts provided that we reasonably believe such instructions are authorized by the Quantum Account holder, and we will not be held liable for following any instructions provided by a person designated or identified as an authorized User or Authorized Representative.

7. Account Balance

Your Quantum Account balance visible through the platform shall indicate the balance of Eligible Digital Assets attributed to each Service, to the extent applicable and available. You can transfer additional Eligible Digital Assets to Quantum by transferring the same to the Virtual Wallet Address(es) provided in your Quantum Account (or as otherwise notified by us to you). Any Eligible Digital Asset received will be treated by us as being transferred to your Quantum Account beginning on the date and at the time stamped on the Blockchain confirmation.

If Quantum chooses to designate “wrapped” Digital Assets (i.e., Digital Assets Pegged to the value of the corresponding Digital Asset on its “native” Blockchain) for inclusion under one or more of the Services, any such Eligible Digital Assets that you transfer to Quantum may be repaid to you in, and reflected in your Quantum Account balance as, the corresponding native Eligible Digital Asset. In the event Quantum incurs any loss or damage as a result of the Digital Assets that you transfer to Quantum being wrapped, such as, but not limited to, from the wrapped Digital Asset becoming De-Pegged from the value of the native Digital Asset, Quantum may recover such losses or damages from the Eligible Digital Assets in your Quantum Account pursuant to Section 9 of these Terms. Nothing herein shall oblige Quantum to accept “wrapped” Digital Assets, and it is your sole responsibility to make sure such “wrapped” Digital Assets are Supported Digital Assets prior to transferring them to your Quantum Account.

It is your sole responsibility to make sure that Digital Assets you wish to transfer to Quantum are Eligible Digital Assets, and that your transfer of Eligible Digital Assets on the Blockchain is directed over the correct Blockchain and to the correct Virtual Wallet Address as provided to you by Quantum (which may differ from time to time and between different Digital Assets).

If you do not carefully follow these instructions, your Digital Assets may be irrevocably lost, and Quantum may not be able to assist you in retrieving them. Quantum will not be liable to you for any such loss and shall not be under any obligation to retrieve such Digital Assets.

8. Ownership of Digital Assets

You hereby represent and warrant to us that any Eligible Digital Asset transferred by you for the purpose of utilizing Quantum’s Services is owned by you or that you are fully permitted to carry out transactions using such Eligible Digital Assets without restriction or limitation, and that your use of the Services is solely for your own account and benefit, and not on behalf of any other person or entity. You further represent and warrant that all such Eligible Digital Assets are free from any claims, indebtedness, liens, or third-party interests.

9. Setoff and Security Interest Rights

You grant us a security interest in any and all Eligible Digital Assets using the Earn Service for debts, amounts owed, or liabilities incurred to us or any of our Affiliates by you or any of your Authorized Representatives, if any (“Obligations”). Obligations may include both secured and unsecured debts and Obligations you owe individually or together with someone else, including Obligations under other transactions or agreements between you and us or any of our Affiliates.

We also may take or set off from any Digital Asset in your Quantum Account, including any of your Digital Assets using the Custody Service (i.e., in a Custody Wallet), or deduct from any obligations Quantum may have to you, any direct, indirect, and acquired Obligations that you owe us or our Affiliates. These rights are in addition to other rights we may have to take, transfer, or charge from any assets or balance in your Quantum Account for Obligations you owe us or our Affiliates pursuant to these Terms.

Your acceptance of these Terms serves as your consent to Quantum asserting its security interest or exercising its right of setoff should any laws governing your Quantum Account require your consent. If the law restricts our ability to take, transfer, or set off from any obligations to you, or if your Quantum Account balance is protected from attachment, levy, or legal process, you waive those conditions and limits to the full extent that you may do so by contract, and you authorize us to take any actions to offset your Obligations in your Quantum Account being used in the Earn Service.

We hereby agree that, to the extent permitted by applicable law, in the event that Quantum breaches its obligation under these Terms, you may set off assets or amounts we owe you with respect to your Quantum Account, against your Obligations. If the law restricts your ability to take, transfer, or set off our obligations to you, or if they are protected from attachment, levy, or legal process, we waive those conditions and limits to the full extent that we may do so by contract, and we authorize you to apply our obligations to you to your Obligations.

10. Risk Disclosure

Before using Quantum's services, ensure you understand the associated risks. Refer to our Risk Disclosure page for details on the risks of trading and holding digital assets. Quantum accounts are not insured, nor do they create a fiduciary relationship. Eligible Digital Assets (EDAs) may be lent, sold, or used by Quantum, but losses, if any, are the user's responsibility.

Key Points:

EDAs are not legal tender, insured, or protected by government compensation schemes.

Quantum is not a bank or financial advisor; users bear the risk of digital asset volatility, regulatory changes, or cybersecurity threats.

Ensure the suitability of digital assets for your financial situation.

11. Withdrawals

Users can withdraw EDAs used in Quantum's Earn Service anytime, subject to processing time and security checks. Withdrawal errors caused by inaccurate wallet details are the user's responsibility. Operational delays due to technical issues or cyberattacks are possible. Quantum may apply withdrawal limits for legal and security reasons.

12. Rewards Calculation

Rewards are based on the market demand for EDAs in the Earn Service. Rates are updated periodically and paid weekly. Rewards are calculated daily and added in-kind to the user's Quantum account. LITHUANIA(EU) users must provide a valid TIN or SSN to earn rewards. Legal restrictions may limit or prevent rewards.

Important: Suspended accounts will not earn rewards during the suspension period.

15. Quantum Pay

Quantum Pay enables transfers of Digital Assets between registered users. Transactions are final and irreversible, with users solely responsible for accuracy and legality.

Transfers may take time to process.

Quantum is not liable for disputes or errors in recipient details.

Quantum reserves the right to block or void illegal transactions.

16. Taxes

Users are responsible for determining and reporting taxes for their transactions. Quantum may withhold taxes as required by law but does not assume responsibility for tax compliance or reporting.

17. Service Activity Statements

Quantum provides logs of your service activity through the platform. It’s your responsibility to review them and report any errors or unauthorized use within 14 days. Claims made after this period will not be entertained.

18. Conversion Rates

Conversions between digital assets or fiat currencies are based on rates chosen by Quantum at the time of the transaction, sourced from industry-leading platforms. These sources may change without prior notice.

19. Closing a Quantum Account

Quantum may suspend, freeze, or close accounts at its discretion. Remaining balances will be returned, less applicable deductions, unless restricted by law. Users may also terminate accounts by notifying Quantum. Once closed, access to services ends, and Quantum is not liable for account data deletion or service termination.

20. Liability for Unauthorized Transfers

Notify Quantum immediately if your account is accessed without authorization. You are responsible for maintaining the security of your credentials and bear the risk of unauthorized access.

21. Eligible Digital Assets

Quantum may add or remove digital assets at its discretion, affecting their use and eligibility for rewards. Notifications will be made when feasible, but changes may occur without notice due to regulatory reasons.

22. Disclosure of Account Information

Quantum may disclose account information to third parties for service provision, AML/KYC checks, legal compliance, or with your written consent.

23. Conflicts or Disputes

Quantum is not liable for errors causing financial loss. If disputes or third-party claims arise, Quantum may close, suspend, or freeze accounts and interplead assets to court. Users bear costs, including legal fees, incurred from such disputes. Quantum is not responsible for delays or errors in transactions or non-Eligible Digital Assets sent to incompatible wallets. Account access may be restricted or terminated without notice, with liability limited to the transaction’s face value.

24. Legal Process

If legal action affects your Quantum account, access may be restricted until resolved. Quantum reserves the right to recover associated expenses and has first claim to your account assets. Users are responsible for legal fees incurred by Quantum in compliance with such actions.

25. Indemnification and Liability

Users must indemnify Quantum for losses, damages, or legal fees arising from their account use, violations of terms, or applicable laws. Quantum is not liable for losses caused by external events or special damages. Obligations are limited to Quantum's assets, with no recourse against third parties or affiliates.

28. Ownership and Intellectual Property

Quantum owns all rights to its Services, software, website, content, and related materials (“Quantum IP”). No proprietary rights are transferred to users, and derivative works, reverse engineering, or misuse of Quantum IP are prohibited.

29. Communications

Quantum may record and monitor communications, including calls, emails, and chats. Users must promptly update contact information to avoid delays or missed notices.

30. Waiver

A delay in exercising rights does not waive Quantum’s rights. Any waiver applies only to the specific instance and does not affect future rights.

31. Changes to Terms

Quantum may modify or discontinue Services or Terms, with notice as required by law. Continued use of Services after changes constitutes acceptance. Users may close accounts if they disagree with changes.

32. Assignment

Users may not transfer rights or obligations without Quantum’s consent. Quantum may assign rights or obligations to affiliates or third parties with prior notice.

33. Governing Law and Venue

The relationship with Quantum is governed by New York law. Disputes must be resolved in courts located in New York, NY, or the US District Court in Manhattan, unless equitable relief or collections actions are pursued elsewhere.