MEXC Loans Service Agreement
This MEXC Loans Service Agreement (“Agreement”) is a contract between you (“you”, “your” or “User”) and MEXC (“we”, “our”, “us” or “MEXC”). It sets out the terms and conditions that govern your use of our loan services (“Services”) through mexc.com or any of our associated websites, application programming interfaces or mobile applications (collectively the "Platform"). MEXC Loans services is a service that allows a user (hereinafter the “Borrower”) to pledge certain Digital Assets as collateral in return for a loan issued by MEXC. The terms and conditions in this Agreement are to be read in conjunction with the User Agreement and Privacy Policy. If the terms in this Agreement varies from that of the User Agreement, Privacy Policy or such other agreement or publication pertaining to MEXC’s Loan Services as may be published by MEXC from time to time (the “Legal Document”), the terms in this Agreement shall prevail. Before you use our Services, we advise you to carefully read and make sure you understand the provisions of this Agreement and the Terms.
By using the Services, you acknowledge and agree to be legally bound by the terms and conditions of this Agreement and the terms set out in the Terms, including any revisions as may be published by us from time to time.
I. Definition
Capitalized terms which are used herein without definition and which are defined in the User Agreement shall have the same meanings herein as in the User Agreement.
II. MEXC Loans Services
1) You hereby represent and warrant to us on an ongoing basis that:
(a) you are authorised and/or permitted to use the Services, and;
(b) your use of the Services and our provision of the Services to you is not unlawful under the laws of any jurisdiction to which you are subject.
You agree to advise us immediately should there be any change in law or other circumstances that could make this representation and warranty invalid or in any way in doubt. You hereby agree to indemnify MEXC on demand against each loss, liability and cost incurred as a result of any claim or demand (including legal fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this representation and warranty or your obligation to advise us of changes in law or circumstances pursuant to this Agreement.
2) When you borrow Digital Assets under this Agreement, you are entering into a Loan as a Borrower where MEXC is the lender. You agree and acknowledge that MEXC shall have the right under this Agreement to enforce the terms of the Loan against you.
3) We may suspend or discontinue the availability of the Services in relation to any Digital Asset and/or in relation to users located in any jurisdiction, in whole or in part, at any time and for any reason and in such circumstances we may, without liability to you, reduce, cancel, close out or vary any Loan. If we do so, we shall provide notice to you except in circumstances where we may be required to discontinue the availability of the Services in relation to a particular Digital Asset to comply with our understanding of the Applicable Law in any jurisdiction, or to comply with an order or request from any competent regulatory, governmental or law enforcement authority, or as required by our internal policies, in which case such suspension or discontinuance will take effect immediately.
4) You shall be responsible, and you assume and shall bear all risk of loss, for all conduct relating to the Services and MEXC does not take any responsibility for any loss or damage incurred as a result of your access to and use of the Services.
5) In order to use the Services, you shall deposit and maintain in the Collateral Account and/or otherwise provide MEXC with Eligible Collateral in such form and amounts, at such times as MEXC may from time to time in its sole and absolute discretion require, whether or not such requirement of MEXC is identical to or reflects or is greater than any applicable collateral requirements of any governmental body or self-regulatory organisation in any jurisdiction (including any exchange) which is required to be maintained by MEXC and/or you.
6) A list of Eligible Collateral will be prescribed by MEXC and you may be subject to LTV levels on a discounted basis. MEXC may notify you of any changes to the list of Eligible Collateral or discounts applied to the LTV levels thereof prior to those changes taking effect.
7) The value of any Collateral shall be as determined by MEXC in its sole and absolute discretion.
8) MEXC may establish collateral requirements in respect of the Services, including by setting LTV levels that are required to be maintained by you (the “Collateral Requirements”). MEXC may, in its sole and absolute discretion, with or without notice to you, vary the Collateral Requirements at any time and by any amount, and may also stipulate that such Collateral Requirements shall apply to existing Loans as well as new Loans. You acknowledge that MEXC may, in certain market conditions, effect an immediate change in Collateral Requirements and/or require additional Collateral to be deposited immediately or within a specified period of time, which may be less than 24 hours, and you waive any right to object on the grounds that such requirement is unreasonable. No previous Collateral Requirements shall set a precedent or be binding upon MEXC.
9) If MEXC determines that additional Collateral is required, you shall deposit with MEXC such additional Collateral immediately upon demand, provided that, notwithstanding any such demand for additional Collateral, MEXC may at any time exercise its rights under this Agreement (Default and Termination). In making such determination in respect of the Collateral provided for any Loan, MEXC shall not be required to take into consideration Collateral held by MEXC in respect of any other Loan.
10) You acknowledge that Collateral may be held and used by MEXC to secure the performance of your obligations under this Agreement and the User Agreement. All Collateral shall be held by MEXC, notwithstanding any provision or Instructions to the contrary, as continuing security and shall be subject to a general right of set off in favour of MEXC for any and all of your obligations, liabilities, monies or other amounts whatsoever at any time now or hereafter owing, due, incurred or payable by you to MEXC under this Agreement, the User Agreement or otherwise, whether present or future, actual or contingent, solely or jointly or whether as principal or surety (the “Secured Obligations”), and MEXC may appropriate or realise any Collateral as provided for in this Agreement or the User Agreement. In addition, you hereby pledge to MEXC, by way of first fixed charge, and assign to MEXC, by way of security, all your rights to, and interests in, the Collateral as continuing security for the payment and discharge of the Secured Obligations. For the avoidance of doubt, notwithstanding any provision of the Terms, you shall have no right to submit any Instructions to request a withdrawal of any Digital Assets that constitute Collateral.
11) You shall at your own cost and at MEXC’s request, execute and do all such deeds, acts and things (including without limitation, the performance of such further acts or the execution and delivery of any additional instruments or documents) as MEXC may require for the purposes of this Agreement, including but not limited to perfecting MEXC’s rights to the Collateral provided by you.
12) MEXC may deposit in MEXC’s general account or any other account, any of your Collateral and may commingle such Collateral with the Digital Assets, currencies and properties of MEXC or of some other persons. No interest shall be paid on any type of Collateral deposited by you with MEXC.
13) All Collateral shall be held subject to MEXC’s general rights in respect of your Digital Assets as set out in this Agreement and the User Agreement, and as afforded by Applicable Law.
14) Subject to the provisions hereunder, and in its sole discretion, MEXC may permit you to open sub-accounts for the purposes of using and accessing the Services.
III. Loans and Repayment
15) When applying for a Loan, you shall specify the Digital Asset you wish to borrow and the Digital Asset you wish to provide as Collateral for the Loan. You shall also elect the term of the Loan (the “Term”) to be 30 (Thirty), 60 (Sixty), or 90 (Ninty) days.
16) Provided that you satisfy all eligibility criteria, as determined by MEXC in its sole discretion, and that you have sufficient Eligible Collateral available in your MEXC Account, you may apply for, and MEXC may grant you, a loan of Digital Assets (the “Loan”). If MEXC agrees to grant you a Loan, the proceeds of the Loan (the “Loaned Assets”) will be transferred to your MEXC Account and you may use the Loaned Assets on the Platform in any manner that MEXC may from time to time permit or, subject to this Agreement and the User Agreement, you may withdraw the Loaned Assets from your MEXC Account.
17) MEXC may attach conditions to the use of any particular Loanable Asset or Eligible Collateral, including, but not limited to, minimum and maximum amounts available for a Loan of a particular Digital Asset.
18) MEXC may determine which Digital Assets constitute Loanable Assets and Eligible Collateral from time to time in its sole discretion. If MEXC determines that a Digital Asset that constitutes Collateral or Loaned Assets in respect of an outstanding Loan no longer qualifies as Eligible Collateral or Loanable Assets, as the case may be, we may terminate all relevant Loans without liability to you prior to Maturity Time.
19) You shall repay the Loan and any accrued Interest and other fees at the time on the last day of the Term specified in respect of the relevant Loan on the Platform (the “Maturity Time”).
20) You must ensure that your Spot Account has sufficient balance to cover the amount of the Loan Balance, converted into the Loaned Assets in such manner and at such rate as MEXC may, in its sole discretion, determine. Once you click on the "Repay" button on the relevant webpage, MEXC shall deduct Interest and Loan Balance, as applicable, to satisfy your obligations under the Loan. Once the Loan has been repaid in full, all remaining Collateral in the Collateral Account corresponding to that Loan will be returned to your spot account.
21) If you fail to repay the Loan at or before Maturity Time, we may, in our absolute sole discretion, grant you a Grace Period for repayment that will vary in length in accordance with the Term of the relevant Loan. During the Grace Period, Interest will accrue at a higher Interest Rate that applied to the Loan prior to Maturity Time which we may, in our absolute sole discretion, determine.
22) If you fail to repay the Loan by the end of the Grace Period, your Collateral will immediately be subject to Liquidation and you will be liable to pay your Loan Balance and any additional fees and costs associated with the Liquidation.
23) All repayments shall be allocated first to Interest and last to the principal amount of the Loan.
IV. Collateral
24) Upon entering into a Loan, the relevant amount of Eligible Collateral will automatically be transferred from your spot account to MEXC Loan collateral account (the “Collateral Account”). You shall at all times maintain a Collateral Balance sufficient to satisfy any Collateral Requirements MEXC may specify from time to time.
25) If at any time the LTV in respect of a Loan fails to meet the Collateral Requirements, as prescribed by MEXC, you agree to transfer additional Eligible Collateral to the Collateral Account, whether or not a Margin Call has been made by MEXC to satisfy such Collateral Requirements.
26) You acknowledge and agree that, if the LTV in respect of a Loan is equal to or below the Liquidation LTV, MEXC may, and shall be fully entitled (but shall not be obliged) to, sell or dispose of any or all Collateral in order to satisfy the LTV prescribed by MEXC in its sole discretion, whether or not a Margin Call has been made (“Liquidation”), and MEXC may, but is not obliged to, provide notice to you before commencing Liquidation.
27) You give MEXC the authority and discretion to sell or dispose of any or all Collateral in such manner as MEXC, in its sole discretion, sees fit.
28) You further acknowledge and agree that (i) you shall be liable for all trading fees and transaction costs relating to the Liquidation, (ii) you shall be liable for any losses resulting from the Liquidation, and (iii) MEXC shall not be liable for any losses resulting from the Liquidation should MEXC exercise any or all of its rights under this Agreement.
29) Failure of MEXC to exercise any or all of its rights under this Agreement shall not constitute a waiver of its rights to do so at any time thereafter, nor shall MEXC be subject to any liability to you for its acts or its failure to so act.
30) You acknowledge and agree that it is your sole responsibility to monitor the Collateral Requirements for your Loans. Your Collateral Balance and Loan Balance shall be marked-to-market instantaneously, or at such other intervals as MEXC may determine in its sole and absolute discretion.
31) You acknowledge and agree that MEXC may (but shall not be obliged to) make Margin Calls on you in respect of any of your Loans orally or in writing or in such other manner as MEXC may in its sole and absolute discretion deem appropriate. Without prejudice to the generality of the foregoing, you acknowledge and agree that MEXC may contact you via telecommunication means at any of the contact details provided by you to MEXC for the purposes of any Margin Calls.
32) You acknowledge and agree that if the proceeds of Liquidation are insufficient to repay your Loan Balance, you shall be liable for any shortfall and such amount shall be immediately due and payable from you to MEXC.
33) You acknowledge and agree that, as Digital Asset markets are open 24 hours a day, 7 days a week, Margin Calls and Liquidations may occur at any time, including outside of normal business hours. You further agree and acknowledge that the prices of Digital Assets are volatile and thus may decline speedily in value.
V. Interest
34) Simple interest shall accrue in respect of any Loan on a daily basis at the start of each day, with an interest rate specified on the Loan Data Page (the “Interest Rate”) at the time the Loan is granted.
35) Notwithstanding the formula calculation above, Interest will be calculated for the first time immediately when the Loan is advanced, such that a minimum of 1 day’s interest shall be charged for each Loan, even if such Loan is not outstanding for a full day. Subsequently, Interest is calculated at the top of each day.
36) You shall promptly pay all of MEXC’s fees, interest, commissions and/or other charges as such rates and in such manner as MEXC may impose and stipulate from time to time with respect to the execution and/or performance of any Loan.
37) MEXC reserves the right from time to time in its sole and absolute discretion to vary the rates of fees, interest, commissions and charges or impose other fees, commissions and charges.
VI. Default and Termination
38) A “Default” shall be deemed to occur if:
a. any payment in connection with any Loan becomes overdue;
b. the Collateral Balance falls below the Collateral Requirements as prescribed by MEXC;
c. any representation, warranty, agreement or undertaking made by you to MEXC (whether under or in connection with this Agreement, the User Agreement, any Legal Documents or otherwise) or any other material statement made by you in or in connection with the same being untrue, inaccurate, incomplete or misleading in any respect at the time when made by you or thereafter at any time becomes untrue, inaccurate, incomplete or misleading in any respect and you fail to inform MEXC of the true position as soon as reasonably practicable;
d. you have failed to comply with or perform any of your obligations hereunder or in respect of any Loan or under this Agreement, the User Agreement or any Legal Documents (including without limitation your failure to make, when due, any payment or delivery required to be made by you under this Agreement or the User Agreement or in respect of any other Transaction) or you have breached or are being investigated by relevant authorities for breaching any Applicable Law;
e. you fail to promptly provide MEXC with verification of your identity or status or the identity or status of any person empowered by you to act on your behalf or information and/or documents in relation to credit checks and assessments conducted by MEXC;
f. (in the event that you are an individual) you become deceased, bankrupt, of unsound mind or insane, commit an act of bankruptcy, or have action to place you in bankruptcy commenced against you;
g. (in the event that you are acting on behalf of a partnership) any of the partners thereof become deceased, bankrupt or insane, commit an act of bankruptcy, or have action to place any of the partners in bankruptcy commenced, or if action is commenced to dissolve and/or alter the partners or the constitutions of the partnership;
h. (in the event that you are acting on behalf of a corporation) the corporation becomes unable to pay its debts as and when they are due, or action is commenced to place the corporation in insolvency, judicial management, receivership, administrative management, or any similar or analogous proceedings;
i. any investigation, claim, action or proceeding of any nature is commenced against you (including without limitation investigation into suspected market abuse, manipulation or other criminal conduct), or steps are taken by any person to enforce any security against you;
j. you convene a meeting of your creditors or propose or make any compromise or arrangement with or any assignment for the benefit of your creditors;
k. MEXC has reasonable concerns in relation to your creditworthiness, financial status or verification of your identity;
l. MEXC determines in its sole and absolute discretion that you have acted in an abusive manner to any representative of MEXC or other users;
m. MEXC forms the bona fide view that it should take action in order to preserve its rights or interests under any MEXC Account or the Collateral Account;
n. MEXC reasonably believes that any of the circumstances set out under clauses 53 (a) to (m) above are likely to happen and MEXC also reasonably believes that any action described in clause 54 below is necessary, desirable or expedient to protect its interests or the interests of MEXC’s other clients; or
o. A credible allegation of fraud, misconduct, embezzlement, money laundering, insider trading, market manipulation abuse or other material illegality, breach of regulation or impropriety is made against you, that in the good faith and commercially reasonable business judgement of MEXC could reasonably result in reputational harm to MEXC, or compromise the integrity of the markets maintained by MEXC.
39) Without prejudice to any other right of MEXC hereunder or otherwise at law, if a Default occurs, MEXC may (but is not obliged to) immediately or any time thereafter, while such Default is continuing, do any one or more of the following:
a. suspend (indefinitely or otherwise), cancel or terminate any Collateral Account or MEXC’s relationship with you or prohibit you from using MEXC Services or opening any MEXC Account and/or Collateral Account and accelerate any and all of your liabilities to MEXC (including any and all of your Loans, fees, interests, and charges owed by you to MEXC) so that they shall become immediately due and payable;
b. at such times and manner as MEXC may reasonably determine based on, but not limited to, market conditions and portfolio health, sell or otherwise transfer any Collateral or any other Digital Assets or other property which may be credited to your MEXC Account or which has been pledged to MEXC by you and apply the proceeds to the discharge of your obligations, and MEXC may set-off and net any of its obligations to you against any obligations of you to MEXC;
c. vary the applicable Collateral Requirements or liquidate or exercise its power to sell the Collateral or part thereof or any other Digital Assets or other property which may be credited to your MEXC Account or which has been pledged to MEXC by you at a price which MEXC deems appropriate in the circumstance and apply the proceeds to the discharge of your obligations;
d. apply any amounts of whatsoever nature standing to your credit against any amounts which you owe MEXC (of whatsoever nature and howsoever arising, including any contingent amounts), or generally to exercise MEXC’s rights of netting or set-off against you under this Agreement, the User Agreement, Applicable Law or otherwise;
e. demand any shortfall after clause 39(d) above from you, or hold any excess pending full settlement of any other of your obligations, or pay any excess to you by way of any methods deemed appropriate by MEXC;
f. do or omit to do anything which MEXC reasonably believes to be necessary, desirable or expedient to protect MEXC or its other users; and/or;
g. exercise such other authority and powers that may have been conferred upon MEXC by these Crypto Loan Service Terms and/or the Terms.
40) To the extent permitted under Applicable Law, you will be responsible for the reasonable costs and expenses of collection of any unpaid deficiency in respect of any Loan Balance including, but not limited to, legal counsel’s fees incurred and payable or paid by you.
VII. Airdrops and Forks
41) If, while the relevant Loan is outstanding, any Loaned Assets (i) entitle the holder of such Digital Assets to receive a certain quantity of the same or another Digital Asset (an “Airdrop”), and/or (ii) are subject to a Fork, and the Digital Assets distributed as part of such Airdrop (the “Airdropped Assets'') and/or the Forked Digital Assets (together with the Airdropped Assets, the “Additional Assets”) are credited to holders of the relevant Digital Asset while the relevant Loan is outstanding, then:
(a) MEXC may, under its absolute sole discretion, account to you for such Additional Assets, in a form and manner as MEXC sees, in its absolute sole discretion, fit, and
(b) MEXC may carry out such acts and operations to give effect to Clause 41(a), above.
42) MEXC shall be under no obligation to pay any compensation to you in any form in respect of the Additional Assets. For the avoidance of doubt, at no time shall any Additional Assets be included in the calculation of the Collateral Balance.
VIII. Your Representations, Warranties, Agreement and Undertakings
43) You represent, warrant, agree and undertake that:
a) you have received, read and understand this Agreement;
b) except with the express written consent of MEXC, and except for any security or encumbrance created hereunder, no person has or will have any security or other encumbrance over any Collateral and/or any of your assets in any MEXC Account or the Collateral Account; and
c. you have complied and shall comply with all Applicable Laws in all jurisdictions relevant to the Services.
44) The above representations, warranties, agreements and undertakings shall be deemed repeated whenever you make use of the Services.
IX. General exclusion
45) In addition and without prejudice to any other right or remedy which MEXC may have (under this Agreement, the User Agreement or any Legal Documents, at law or otherwise) so long as MEXC acts in good faith, it shall not be liable to you in any respect for any Loss suffered by you, including, without limitation, any Loss resulting from default, insolvency or analogous proceedings of, or action or inaction by any intermediary (including wrongful or unlawful action or inaction) or howsoever otherwise suffered and/or incurred by you under or in connection with this Agreement, the User Agreement or any Legal Documents. MEXC shall only be liable to you if MEXC has been fraudulent or in wilful default.
46) Without prejudice to the generality of the foregoing, MEXC shall not in any event be liable to you for any indirect or consequential Loss, or for any anticipated profits or punitive damages.
X. Disputes, Governing Law, Jurisdiction and Arbitration
47) The applicable clause of the User Agreement shall apply to any disputes or claims relating to, arising out of or in connection with this Agreement, including your assent to this Agreement.
XI. Survival
48) Notwithstanding suspension or termination of your access to and use of the Services, this Agreement shall continue to apply to you to the extent that there are any obligations or liabilities which remain to be performed or discharged by you under this Agreement.
XII. Miscellaneous
49) If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
50)This Agreement has been drafted in English. Although translations in other languages of this Agreement may be available, such translations may not be up to date or complete. Accordingly, you agree that in the event of any conflict between the English language version of this Agreement and any other translations thereof, the English language version of this Agreement shall prevail.
MEXC
6 November 2023