1110 Brickell Avenue

Suite 430k-200

Miami, FL 33131

https://derivs.ftx.us/

APPENDIX A
MarchAugust 2022

Participant Agreement

I. Services.

LedgerX LLC d/b/a FTX US Derivatives (the “Company”) is registered with the U.S. Commodity 

Futures Trading Commission (“CFTC”) as the operator of a designated contract market (“DCM”), 

a swap execution facility (“SEF”) and a derivatives clearing organization (“DCO”). Participant 

wishes to receive access to certain services (“Services”) pursuant to this Participant Agreement 

(“Services(the “Agreement”). Company is willing to provide such Services to Participant pursuant 

to the terms of this Agreement. Participant agrees to be bound by the terms of this Agreement, 

and the Rulebook(s), as applicable, (defined below). Company will provide Participant with 

access to a system or a platform for execution of Transactions and/or for Clearing Services, as 

applicable, as provided in the applicable Rulebook(s), and as required by the U.S. Commodity 

Exchange Act, as amended (the “Act”).

II. Definitions.

Capitalized terms used but not defined herein have the respective meanings given to them in 

the applicable Rulebook.(s).

III. Participant Eligibility.

By executing this application and whenever using the Services, the undersigned hereby represents 

and warrants that Participant meets the eligibility requirements as set forth in Rule 3.2 of the 

applicable Rulebook,(s), as amended from time to time, and if (i) trading through the SEF or (ii) 

executing block trades on the DCM is an Eligible Contract Participant (“ECP”). Further, each 

time such Participant or any of its Authorized Representatives enters an order, effects a transaction 

or otherwise uses the Services, Participant represents, warrants and reaffirms that Participant meets 

the eligibility requirements as set forth in Rule 3.2 of the applicable Rulebook,(s), and if (i) trading 

through the SEF or (ii) executing block trades on the DCM, is an ECP.

IV. Participant Obligations and Consent to Jurisdiction of Company.

Participant shall pay the fees and charges for the Services as specified and revised from time to 

time on the Company website ("Website"), located atderivsat derivs.ftx.us. The fees and charges 

for the Services are enumerated on the Website. Company will notify Participant of any change 

to such fees and charges by means of a Website post, and any such changes will be effective 10 

days after Company posts such amended fees on the Website. Following the expiration of such 

10-day period, the fees schedule on the Website will be deemed amended accordingly. 

Participant’s continued use of Services after the expiration of the 10-day period will constitute 

Participant’s agreement to pay the amended fees and charges for the Services.

Participant hereby acknowledges and agrees that it has received and read the rules and regulations 

established by Company applicable to the DCM, SEF, and/or DCO Services used by the 

Participant, and which are contained, respectively, in the Company rulesCompany’s separate 

DCM, SEF and DCO rulebooks (as supplemented or amended from time to time, the 
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MarchAugust 2022

"Rulebook").(s)", and each individually as the context requires, a “Rulebook”). Further, 

Participant agrees to be and will be bound by, and will comply with, the applicable Rulebook(s)

as amended from time to time. In the event of any conflict between this Agreement and 

the Rulebook, the applicable Rulebook(s), the applicable Rulebook(s) will govern. 

Participant hereby consents to the jurisdiction of Company. Upon the prior written request of 

Company, Participant will promptly (but in any event, within five Business Days) provide to 

Company such information about itself and its Authorized Representatives as Company requests. 

Participant hereby agrees that it will only allow itself or its duly authorized employees and 

representatives, in each case previously identified to Company, to access or use the Services. 

Participant agrees to accept full responsibility for any transactions effected on the Platform and for 

any use of the Company DCM or Company SEF made by it or made pursuant to the login 

information of Participant or its Authorized Representatives. Participant will be financially 

responsible for such trades even if the orders received via the Company DCM or Company SEF 

were (1) entered as a result of a failure in security controls and/or credit controls, other than due 

to the gross negligence of Company, or (2) entered by an unknown or unauthorized user using the 

login credentials of Participant or its Authorized Representatives.

V. Participant’s Representations and Warranties.

Participant hereby represents, warrants and covenants to Company, and each time such Participant 

or any of its Authorized Representatives enters an order, effects a transaction, clears a transaction,

or otherwise uses the Services, that Participant will be deemed by such act to represent, warrant 

and covenant to Company the following:

A. if such Participant is not a natural person, Participant is duly organized, validly existing and in 

good standing under the laws of its jurisdiction of organization and each other jurisdiction in which 

the nature or conduct of its business requires such qualification;

B. if such Participant is an individual, Participant is of the age of majority in the individual’s place of 

residence;

C. such Participant has all requisite legal authority and capacity to enter into this Agreement and to 

use the Services on its own behalf and to perform its obligations as a Participant;

D. such Participant will maintain during the term of this Agreement all required and necessary 

regulatory approvals and/or licenses to operate as a Participant;

E. such Participant and its Authorized Representatives are and will be in compliance with all material 

respects of the Act, CFTC Regulations and all other applicable laws, rules, regulations, judgments, 

orders and rulings of any governmental authority or self-regulatory organization, authority, 

agency, court or body, including the laws of any jurisdiction applicable to an Order or Transaction 

(collectively, “Applicable Law”) (including data protection and privacy laws and laws with respect 

to recording messages of Participant employees, including providing and obtaining required 

notices or consents); and

F. Participant is not statutorily disqualified from acting as a Participant and that there is, to the best 

of its knowledge, no pending or threatened action, suit or proceeding before or by any court or 

other governmental, regulatory or self-regulatory body, to which Participant is a party, that seeks 

to affect the enforceability of this Agreement or its ability to act as a Participant.
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MarchAugust 2022

VI. Participant Acknowledgments.

Participant further acknowledges and agrees that:

A. it is fully aware of the speculative nature and high risk associated with the Services referred to in 

this Agreement and of derivatives, futures, swaps, and options trading generally (including the 

risk that Participant or its Authorized Representatives may incur trading losses);

B. it is fully aware that if Participant transfers digital currency away from Company, that transfer is 

immediately irreversible once effectuated, that Participant is solely responsible for designating the 

correct destination and maintaining the ability to access and control the transferred digital 

currency, and that Company accepts no responsibility for Participant’s ability to access or control 

any digital currency transferred away from Company by Participant;

C. it is fully aware of, acknowledges, and agrees to Company’s Digital Currency Fork policy set forth 

in Rule 11.14 of the applicable Rulebook;(s);

D. it will abide by and be subject to the applicable Rulebook,(s), as now existing and as hereafter duly 

amended from time to time, including the obligation to submit to arbitration or the jurisdiction of 

the State or Federal courts located within the City of New York in accordance with Rules 10.1 -

10.5, 11.5 and 11.6 of the applicable Rulebook;(s);

E. Participant agrees to be bound by, and comply with, this Agreement, and amendments to this 

Agreement, solely by Participant’s or its Authorized Representatives’ access or use of the Services;

F. notwithstanding the above, amendments to this Agreement are automatically effective unless, 

within ten days of the change, Participant: (1) ceases using the Services, (2) does not enter into 

any further trades of any kind on the Platform, and (3) gives notice to Company to arrange for the 

closing of its Accounts;

G. this Agreement is enforceable against Participant, and against each of its Authorized 

Representatives directly, through the dispute resolution procedures in this Agreement and the

applicable Rulebook;(s);

H. its status as a Participant may be limited, conditioned, restricted or terminated by the Board in 

accordance with the applicable Rulebook;(s);

I. it will provide such other information as may be reasonably requested by Company from time to 

time as may be necessary or desirable to verify its qualifications as a Participant;

J. it authorizes Company to verify, on an initial and a periodic basis, by investigation, the statements 

in the application materials provided to Company, which may include a criminal background 

check, a review of Participant’s credit report, and such other action reasonably deemed necessary 

by Company;

K. it authorizes any governmental, regulatory or self-regulatory body, futures exchange, swap 

execution facility, securities exchange, national securities association, national futures association, 

bank or other entity to furnish to Company, upon its request, any information such entity may have 

concerning Participant, and Participant hereby releases such entity from any and all liability of 

whatsoever nature by reason of furnishing any such information to Company;

L. it hereby authorizes Company to make available to any governmental, regulatory or selfregulatory body, futures exchange, swap execution facility, securities exchange, national securities 

association, national futures association, bank or other entity (upon such entity’s showing of proper 

authority and need) any information Company may have concerning Participant, and it hereby 
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MarchAugust 2022

releases Company from any and all liability of whatsoever nature by reason of furnishing any such 

information;

M. it will not fraudulently deposit funds into its Participant Account, Collateral Account, Cleared 

Swaps Customer Account, Proprietary Account or any other account associated with this 

Agreement or the use of Company’s servicesServices(individually, an “Account” and collectively, 

the “Accounts”);

N. it hereby authorizes Company to deduct from its Accounts maintained on the books and records 

of Company all fees or other charges accruing to Participant, including legal fees and costs;

O. it hereby authorizes Company to cancel, reverse, close out or transfer Participant’s or its 

Authorized Representatives’ position or terminate its Accounts at Company’s sole discretion, 

and without prior reference to the Participant or its Authorized Representatives, provided that the 

position is not sufficiently collateralized, as determined in the sole and absolute discretion of 

Company; 

P. it will be responsible to Company for payment of any deficiency remaining in Participant’s 

Account should an Account be liquidated or terminated;

Q. it will keep confidential all information related to the Settlement Bank, including but not limited 

to the name of such Settlement Bank, account numbers, and bank personnel, except as necessary 

to perform Company-related transfers;

R. upon each transfer of Underlying to Company, it will pledge to Company a first-priority security 

interest in such Underlying, and it authorizes Company to make transfers of such Underlying in 

accordance with the applicable Rulebook;(s);

S. it hereby declares that the statements in this Agreement and in any application materials provided 

to Company are true, complete and accurate, and that it will promptly notify Company in writing 

if any representation, warranty or covenant made herein changes or ceases to be true; 

T. it will be solely responsible, at its own risk and expense, for (1) acquiring, installing and 

maintaining all equipment, hardware and software (other than any applications, algorithms, 

software, interfaces or code that Company may provide to such Participant pursuant to the terms 

of this Agreement for purposes of accessing and utilizing the Platform (collectively, “Trading 

Tools”) and the Platform), internet access, telecommunications, and network systems necessary 

and compatible for it to access and use the Platform and Trading Tools and (2) ensuring that any 

systems, facilities, servers, routers, and other equipment and software it uses to access and use the 

Platform and Trading Tools are at all times protected by, and at all times comply with, all 

applicable information security and firewall precautions, at a level of security not less than that 

prevailing in the industry;

U. Company cannot guarantee electronic access to the Platform if Participant’s internet service is 

down or disconnected, and that Company is not responsible for any losses due to Participant’s 

inability to connect to the Platform when Participant’s internet service is down or disconnected;

V. it will comply with any security polices applicable to Participant set forth on the Website; 

W. it consents to the electronic delivery of all tax forms, including, without limitation, IRS Form 1099-

B, or such other tax forms as Company may determine are required; and

X. it is obligated to update any and all information contained in any part of this Agreement for so 

long as Participant receives access to Services pursuant to this Agreement.

VII. Third-Party Exchange Participants: Representations, Warranties and Acknowledgments.
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MarchAugust 2022

Participants and their Authorized Representatives who trade through third-party exchanges and 

clear those trades through Company (hereinafter collectively, “Third-Party Exchange 

Participants”), hereby agree to be bound, and to comply with, all provisions in this Agreement to 

the same extent as other Participants and Authorized Representatives. Third-Party Exchange 

Participants and their Authorized Representatives hereby affirm all representations, warranties, 

covenants and acknowledgments in this Agreement, including but not limited to the 

acknowledgment that this Agreement is enforceable by Company against Third-Party Exchange 

Participants and their Authorized Representatives directly, through the dispute resolution 

procedures in this Agreement and the DCO Rulebook. Additionally, each Third-Party Exchange 

Participant and each of their Authorized Representatives agrees to be bound by and to comply with 

the DCO Rulebook.

Company may seek any legal, regulatory or similar claims against a Third-Party Exchange

Participant and each of its Authorized Representatives in the same manner it would pursue such 

an action against other Participants and their Authorized Representatives. For the avoidance of 

doubt, unless expressly stated herein, nothing in this Agreement shall prevent Company or its 

agents from pursuing any claims, liabilities and expenses arising from the conduct of a Third-Party 

Exchange Participant or its Authorized Representatives (including attorneys’ fees, out of pocket 

expenses, costs and disbursements). For purposes of this Agreement, each Third-Party Exchange 

Participant shall be deemed to be a “Participant,” unless otherwise noted herein, and all terms of 

this Agreement pertaining to Participants also pertain equally to Third-Party Exchange 

Participants. All terms of this Agreement pertaining to Authorized Representatives also pertain 

equally to any agent or representative of a Third-Party Exchange Participant.

VIII. Indemnity.

Participant hereby agrees to indemnify and hold harmless Company and its directors, officers, 

employees, members, affiliates and agents (each, a “Related Party”) from and against all expenses 

and costs and damages (including any legal fees and customary expenses), directly and actually 

incurred by Company (including consequential damages awarded to the third party) as a result of 

third-party claims resulting from, in connection with, or arising out of Participant’s use of the 

Services or activities of Participant or arising out of or relating to this Agreement, including any 

failure by Participant, for any reason, fraudulent, negligent, or otherwise, to comply with its 

obligations and requirements set forth in this Agreement, or any failure of Participant to comply 

with the agreements, representations or covenants contained in this Agreement. 

Within 10 Business Days after Company receives written notice of a claim that Company 

reasonably believes falls within the scope of this paragraph, Company will provide Participant 

with written notice of that claim, provided, however, that failure to provide such notice will not 

relieve Participant of its indemnity obligations hereunder except to the extent Participant is 

materially prejudiced thereby and Participant will not be responsible for those expenses, costs and 

damages that Company incurs solely as a result of any such delay. Participant’s indemnity 

obligation will not apply to the extent there has been a final determination (including exhaustion 

of any appeals) by a court or arbitrator of competent jurisdiction that the expense, cost or damage 

arose from Company’s gross negligence, fraud or willful misconduct.
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MarchAugust 2022

IX. Limited Warranty and Limitation of Liability.

The Company rules concerning liability and warranties (including without limitation Rule 11.7 of 

the applicable Rulebook,(s), and any successor Rulesrules thereto) are incorporated herein by 

reference and apply with the same force and effect as if they were reproduced in their entirety in 

this Agreement. Those Company rules set out the entire liability of Company to Participant. All 

other liability of Company under or in connection with this Agreement is excluded, except to the 

extent that it is not permitted to be excluded by Applicable Law.

X. Data Use Consent.

Participant hereby grants Company a worldwide, perpetual, irrevocable, royalty-free, full 

sublicensable and freely assignable license to store, use, copy, display, disseminate and create 

derivative works from: (1) the price and quantity data for each Transaction entered into by 

Participant that is executed via the Services and (2) each bid, offer and/or Order provided via the 

Services by Participant. Participant acknowledges and agrees that Company may use such 

information for business, marketing and other purposes.

XI. Market Information; No Warranty.

Company may make available to Participant a broad range of financial information that Company 

obtains from third-party service providers, including financial market data, spot market data, 

quotes, news, analyst opinions, links to other third-party sites and research reports (hereinafter, 

“Market Information”). Company does not endorse or approve Market Information, and we 

makeCompany makes it available to Participant and its Authorized Representatives only as a 

service and convenience. Company and its third-party service providers do not (1) guarantee the 

accuracy, timeliness, completeness or correct sequencing of Market Information, or (2) warrant 

any results from the use or reliance on Market Information. Company expressly disclaims and 

makes no warranty of merchantability, fitness for a particular purpose or use, or non-infringement. 

There is no other warranty of any kind, express or implied, regarding the Market Information.

Market Information may quickly become unreliable for various reasons including, for example, 

changes in market conditions or economic circumstances. Neither Company nor the third-party 

service providers are obligated to update any information or opinions contained in any Market 

Information, and Company may discontinue offering Market Information at any time without 

notice. Participant and its Authorized Representatives agree that neither Company nor the thirdparty service providers will be liable in any way for the termination, interruption, delay or 

inaccuracy of any Market Information. Participant and its Authorized Representatives agree not 

to redistribute or facilitate the redistribution of Market Information, and agree not to provide access 

to Market Information to anyone who is not authorized by Company to receive Market 

Information.
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MarchAugust 2022

XII. No Investment Advice or Recommendations.

Participant hereby acknowledges and agrees that Company provides no legal, tax, investment, 

financial or other advice, and nothing contained in the Services constitutes a solicitation, 

recommendation, endorsement or offer by Company to buy or sell any commodity derivative, 

future, option or swap. Participant assumes the sole responsibility of evaluating the merits and 

risks associated with the use of the Services before making any investment decisions, and 

Participant agrees not to hold Company liable for any possible claim for damages arising from any 

decision made based on the Services, information or Market Information made available to 

Participant or its Authorized Representatives by or through Company.

XIII. Netting Program.

Participant hereby acknowledges that Company provides a netting program (the “Netting 

Program”) as described on the Website, which is made a part of, and incorporated by reference 

into, this Agreement. Participant hereby chooses to opt in or opt out of such Netting Program as 

elected on the signature page hereto.

XIV. Amendments to the Agreement.

Company may modify any of the terms and conditions that are set forth in this Agreement by 

providing not less than ten days prior written notice to Participant. Participant acknowledges and 

agrees that such notice is sufficient if posted to the Company website as a regulatory notice under 

“Regulatory Notices” and that no other or additional form of notice, actual or constructive, is 

required. If Participant does not consent to the modification, Participant may terminate this 

Agreement by sending a written notice of termination of its Accounts to Company at 

legal.derivs@ftx.us within ten days of receiving notification of the modification from Company. 

Any such termination will be effective as of the date on which the modification would have taken 

effect. In the event a Participant does not consent to the modification of this Agreement, and 

objects to the modification in a timely fashion as set forth above, then Participant (1) agrees to stop 

using the Services immediately, (2) agrees that neither it nor its Authorized Representatives will 

enter into any further trades of any kind on Company’s system, (3) grants Company the authority 

to close any open positions immediately, and (4) agrees it will be responsible to Company for 

payment of any deficiency remaining in Participant’s Accounts after the closing of such positions. 

XV. Termination.

Subject to Applicable Law and the applicable Rulebook,(s), Company or Participant may 

terminate this Agreement by giving the other prior written notice. Termination of this Agreement 

will not affect liability accrued as of termination. Sections V through XII, XIV, XVIII, and XXI 

will survive termination of this Agreement and continue in full force and effect.

In the event Participant elects to terminate this Agreement, then Participant (1) agrees to stop using 

the Services immediately, (2) agrees that neither it nor its Authorized Representatives will enter 

into any further trades of any kind on Company’s system, (3) grants Company the authority to 
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MarchAugust 2022

close any open positions immediately, and (4) agrees it will be responsible to Company for 

payment of any deficiency remaining in Participant’s Account after the closing of such positions.

XVI. Complete Agreement.

This document incorporates herein by reference the Company User Agreement and the Company 

Privacy Policy, both available on the Company website at https://derivs.ftx.us/legal, and any 

amendments thereto. 

This Agreement constitutes the entire contract between the parties relative to the subject matter 

hereof. Any other previous agreement among the parties with respect to the subject matter hereof 

is superseded by this Agreement. Nothing in this Agreement, expressed or implied, is intended to 

confer upon any person (other than the parties hereto, their respective successors and assigns 

permitted hereunder) any rights, remedies, obligations or liabilities under or by reason of this 

Agreement.

XVII. Severability.

In the event that any one or more of the provisions contained in this Agreement should be held 

invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the 

remaining provisions contained herein and therein shall not in any way be affected or impaired 

thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction 

shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties 

shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions 

with valid provisions the economic effect of which comes as close as possible to that of the invalid, 

illegal or unenforceable provisions.

XVIII. Counterparts.

This Agreement may be executed in counterparts (and by different parties hereto on different 

counterparts), each of which shall constitute an original but all of which when taken together shall 

constitute a single contract. 

Each party agrees that electronic signatures of the parties included in this Agreement are intended 

to authenticate this writing and to have the same force and effect as manual signatures. Electronic 

signature means any electronic sound, symbol or process attached to or logically associated with 

a record and executed and adopted by a party with the intent to sign such record pursuant to the 

New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309) as amended from 

time to time. Delivery of an electronic signature to this Agreement shall be as effective as delivery 

of an original signed counterpart of this Agreement.

XIX. Assignment.

Participant may not assign this Agreement, in whole or in part, without the prior written consent 

of Company.
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MarchAugust 2022

XX. USA PATRIOT Act Notice.

Company hereby notifies Participant that pursuant to the requirements of the USA PATRIOT Act, 

it is required to obtain, verify and record information that identifies Participant, which information 

includes the name and address of Participant and other information that will allow Company to 

identify Participant in accordance with the USA PATRIOT Act.

XXI. Governing Law.

This Agreement will be governed by and construed in accordance with the laws of the State of 

New York. Any dispute between Company and Participant or its Authorized Representatives 

arising from or in connection with this Agreement will be settled through arbitration or the State 

or Federal courts located within the City of New York in accordance with Rules 10.1 - 10.5, 11.5 

and 11.6 of the applicable Rulebook.(s).

XXII. Click “I agree” for Your Signature.

As noted above in Section XVIII, Participant will be signing this Agreement with a valid and 

binding electronic signature by clicking “I agree,” and Participant acknowledges that it has read 

and understood this Agreement’s terms and conditions.

* * *
1110 Brickell Avenue

Suite 430k-200

Miami, FL 33131

https://derivs.ftx.us/

APPENDIX B
August 2022

Participant Agreement

I. Services.

LedgerX LLC d/b/a FTX US Derivatives (the “Company”) is registered with the U.S. Commodity 

Futures Trading Commission (“CFTC”) as the operator of a designated contract market (“DCM”), 

a swap execution facility (“SEF”) and a derivatives clearing organization (“DCO”). Participant 

wishes to receive access to certain services (“Services”) pursuant to this Participant Agreement 

(the “Agreement”). Company is willing to provide such Services to Participant pursuant to the 

terms of this Agreement. Participant agrees to be bound by the terms of this Agreement, and the 

Rulebook(s), as applicable, (defined below). Company will provide Participant with access to a 

system or a platform for execution of Transactions and/or for Clearing Services, as applicable, as 

provided in the applicable Rulebook(s), and as required by the U.S. Commodity Exchange Act, as 

amended (the “Act”).

II. Definitions.

Capitalized terms used but not defined herein have the respective meanings given to them in 

the applicable Rulebook(s).

III. Participant Eligibility.

By executing this application and whenever using the Services, the undersigned hereby represents 

and warrants that Participant meets the eligibility requirements as set forth in Rule 3.2 of the 

applicable Rulebook(s), as amended from time to time, and if (i) trading through the SEF or (ii) 

executing block trades on the DCM is an Eligible Contract Participant (“ECP”). Further, each 

time such Participant or any of its Authorized Representatives enters an order, effects a transaction 

or otherwise uses the Services, Participant represents, warrants and reaffirms that Participant meets 

the eligibility requirements as set forth in Rule 3.2 of the applicable Rulebook(s), and if (i) trading 

through the SEF or (ii) executing block trades on the DCM, is an ECP.

IV. Participant Obligations and Consent to Jurisdiction of Company.

Participant shall pay the fees and charges for the Services as specified and revised from time to 

time on the Company website ("Website"), located at derivs.ftx.us. The fees and charges for the 

Services are enumerated on the Website. Company will notify Participant of any change to such 

fees and charges by means of a Website post, and any such changes will be effective 10 days after 

Company posts such amended fees on the Website. Following the expiration of such 10-day 

period, the fees schedule on the Website will be deemed amended accordingly. Participant’s 

continued use of Services after the expiration of the 10-day period will constitute Participant’s 

agreement to pay the amended fees and charges for the Services.

Participant hereby acknowledges and agrees that it has received and read the rules and regulations 

established by Company applicable to the DCM, SEF, and/or DCO Services used by the 

Participant, and which are contained, respectively, in the Company’s separate DCM, SEF and 

DCO rulebooks (as supplemented or amended from time to time, the "Rulebook(s)", and each 
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August 2022

individually as the context requires, a “Rulebook”). Further, Participant agrees to be and will be 

bound by, and will comply with, the applicable Rulebook(s) as amended from time to time. In the 

event of any conflict between this Agreement and the applicable Rulebook(s), the applicable 

Rulebook(s) will govern. 

Participant hereby consents to the jurisdiction of Company. Upon the prior written request of 

Company, Participant will promptly (but in any event, within five Business Days) provide to 

Company such information about itself and its Authorized Representatives as Company requests. 

Participant hereby agrees that it will only allow itself or its duly authorized employees and 

representatives, in each case previously identified to Company, to access or use the Services. 

Participant agrees to accept full responsibility for any transactions effected on the Platform and for 

any use of the Company DCM or Company SEF made by it or made pursuant to the login 

information of Participant or its Authorized Representatives. Participant will be financially 

responsible for such trades even if the orders received via the Company DCM or Company SEF 

were (1) entered as a result of a failure in security controls and/or credit controls, other than due 

to the gross negligence of Company, or (2) entered by an unknown or unauthorized user using the 

login credentials of Participant or its Authorized Representatives.

V. Participant’s Representations and Warranties.

Participant hereby represents, warrants and covenants to Company, and each time such Participant 

or any of its Authorized Representatives enters an order, effects a transaction, clears a transaction,

or otherwise uses the Services, that Participant will be deemed by such act to represent, warrant 

and covenant to Company the following:

A. if such Participant is not a natural person, Participant is duly organized, validly existing and in 

good standing under the laws of its jurisdiction of organization and each other jurisdiction in which 

the nature or conduct of its business requires such qualification;

B. if such Participant is an individual, Participant is of the age of majority in the individual’s place of 

residence;

C. such Participant has all requisite legal authority and capacity to enter into this Agreement and to 

use the Services on its own behalf and to perform its obligations as a Participant;

D. such Participant will maintain during the term of this Agreement all required and necessary 

regulatory approvals and/or licenses to operate as a Participant;

E. such Participant and its Authorized Representatives are and will be in compliance with all material 

respects of the Act, CFTC Regulations and all other applicable laws, rules, regulations, judgments, 

orders and rulings of any governmental authority or self-regulatory organization, authority, 

agency, court or body, including the laws of any jurisdiction applicable to an Order or Transaction 

(collectively, “Applicable Law”) (including data protection and privacy laws and laws with respect 

to recording messages of Participant employees, including providing and obtaining required 

notices or consents); and

F. Participant is not statutorily disqualified from acting as a Participant and that there is, to the best 

of its knowledge, no pending or threatened action, suit or proceeding before or by any court or 

other governmental, regulatory or self-regulatory body, to which Participant is a party, that seeks 

to affect the enforceability of this Agreement or its ability to act as a Participant.
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August 2022

VI. Participant Acknowledgments.

Participant further acknowledges and agrees that:

A. it is fully aware of the speculative nature and high risk associated with the Services referred to in 

this Agreement and of derivatives, futures, swaps, and options trading generally (including the 

risk that Participant or its Authorized Representatives may incur trading losses);

B. it is fully aware that if Participant transfers digital currency away from Company, that transfer is 

immediately irreversible once effectuated, that Participant is solely responsible for designating the 

correct destination and maintaining the ability to access and control the transferred digital 

currency, and that Company accepts no responsibility for Participant’s ability to access or control 

any digital currency transferred away from Company by Participant;

C. it is fully aware of, acknowledges, and agrees to Company’s Digital Currency Fork policy set forth 

in Rule 11.14 of the applicable Rulebook(s);

D. it will abide by and be subject to the applicable Rulebook(s), as now existing and as hereafter duly 

amended from time to time, including the obligation to submit to arbitration or the jurisdiction of 

the State or Federal courts located within the City of New York in accordance with Rules 10.1 -

10.5, 11.5 and 11.6 of the applicable Rulebook(s);

E. Participant agrees to be bound by, and comply with, this Agreement, and amendments to this 

Agreement, solely by Participant’s or its Authorized Representatives’ access or use of the Services;

F. notwithstanding the above, amendments to this Agreement are automatically effective unless, 

within ten days of the change, Participant: (1) ceases using the Services, (2) does not enter into 

any further trades of any kind on the Platform, and (3) gives notice to Company to arrange for the 

closing of its Accounts;

G. this Agreement is enforceable against Participant, and against each of its Authorized 

Representatives directly, through the dispute resolution procedures in this Agreement and the

applicable Rulebook(s);

H. its status as a Participant may be limited, conditioned, restricted or terminated by the Board in 

accordance with the applicable Rulebook(s);

I. it will provide such other information as may be reasonably requested by Company from time to 

time as may be necessary or desirable to verify its qualifications as a Participant;

J. it authorizes Company to verify, on an initial and a periodic basis, by investigation, the statements 

in the application materials provided to Company, which may include a criminal background 

check, a review of Participant’s credit report, and such other action reasonably deemed necessary 

by Company;

K. it authorizes any governmental, regulatory or self-regulatory body, futures exchange, swap 

execution facility, securities exchange, national securities association, national futures association, 

bank or other entity to furnish to Company, upon its request, any information such entity may have 

concerning Participant, and Participant hereby releases such entity from any and all liability of 

whatsoever nature by reason of furnishing any such information to Company;

L. it hereby authorizes Company to make available to any governmental, regulatory or selfregulatory body, futures exchange, swap execution facility, securities exchange, national securities 

association, national futures association, bank or other entity (upon such entity’s showing of proper 

authority and need) any information Company may have concerning Participant, and it hereby 
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releases Company from any and all liability of whatsoever nature by reason of furnishing any such 

information;

M. it will not fraudulently deposit funds into its Participant Account, Collateral Account, or any other 

account associated with this Agreement or the use of Company’s Services (individually, an 

“Account” and collectively, the “Accounts”);

N. it hereby authorizes Company to deduct from its Accounts maintained on the books and records 

of Company all fees or other charges accruing to Participant, including legal fees and costs;

O. it hereby authorizes Company to cancel, reverse, close out or transfer Participant’s or its 

Authorized Representatives’ position or terminate its Accounts at Company’s sole discretion, 

and without prior reference to the Participant or its Authorized Representatives, provided that the 

position is not sufficiently collateralized, as determined in the sole and absolute discretion of 

Company; 

P. it will be responsible to Company for payment of any deficiency remaining in Participant’s 

Account should an Account be liquidated or terminated;

Q. it will keep confidential all information related to the Settlement Bank, including but not limited 

to the name of such Settlement Bank, account numbers, and bank personnel, except as necessary 

to perform Company-related transfers;

R. upon each transfer of Underlying to Company, it will pledge to Company a first-priority security 

interest in such Underlying, and it authorizes Company to make transfers of such Underlying in 

accordance with the applicable Rulebook(s);

S. it hereby declares that the statements in this Agreement and in any application materials provided 

to Company are true, complete and accurate, and that it will promptly notify Company in writing 

if any representation, warranty or covenant made herein changes or ceases to be true; 

T. it will be solely responsible, at its own risk and expense, for (1) acquiring, installing and 

maintaining all equipment, hardware and software (other than any applications, algorithms, 

software, interfaces or code that Company may provide to such Participant pursuant to the terms 

of this Agreement for purposes of accessing and utilizing the Platform (collectively, “Trading 

Tools”) and the Platform), internet access, telecommunications, and network systems necessary 

and compatible for it to access and use the Platform and Trading Tools and (2) ensuring that any 

systems, facilities, servers, routers, and other equipment and software it uses to access and use the 

Platform and Trading Tools are at all times protected by, and at all times comply with, all 

applicable information security and firewall precautions, at a level of security not less than that 

prevailing in the industry;

U. Company cannot guarantee electronic access to the Platform if Participant’s internet service is 

down or disconnected, and that Company is not responsible for any losses due to Participant’s 

inability to connect to the Platform when Participant’s internet service is down or disconnected;

V. it will comply with any security polices applicable to Participant set forth on the Website; 

W. it consents to the electronic delivery of all tax forms, including, without limitation, IRS Form 1099-

B, or such other tax forms as Company may determine are required; and

X. it is obligated to update any and all information contained in any part of this Agreement for so 

long as Participant receives access to Services pursuant to this Agreement.

VII. Third-Party Exchange Participants: Representations, Warranties and Acknowledgments.

Participants and their Authorized Representatives who trade through third-party exchanges and 

clear those trades through Company (hereinafter collectively, “Third-Party Exchange 
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Participants”), hereby agree to be bound, and to comply with, all provisions in this Agreement to 

the same extent as other Participants and Authorized Representatives. Third-Party Exchange 

Participants and their Authorized Representatives hereby affirm all representations, warranties, 

covenants and acknowledgments in this Agreement, including but not limited to the 

acknowledgment that this Agreement is enforceable by Company against Third-Party Exchange 

Participants and their Authorized Representatives directly, through the dispute resolution 

procedures in this Agreement and the DCO Rulebook. Additionally, each Third-Party Exchange 

Participant and each of their Authorized Representatives agrees to be bound by and to comply with 

the DCO Rulebook.

Company may seek any legal, regulatory or similar claims against a Third-Party Exchange

Participant and each of its Authorized Representatives in the same manner it would pursue such 

an action against other Participants and their Authorized Representatives. For the avoidance of 

doubt, unless expressly stated herein, nothing in this Agreement shall prevent Company or its 

agents from pursuing any claims, liabilities and expenses arising from the conduct of a Third-Party 

Exchange Participant or its Authorized Representatives (including attorneys’ fees, out of pocket 

expenses, costs and disbursements). For purposes of this Agreement, each Third-Party Exchange 

Participant shall be deemed to be a “Participant,” unless otherwise noted herein, and all terms of 

this Agreement pertaining to Participants also pertain equally to Third-Party Exchange 

Participants. All terms of this Agreement pertaining to Authorized Representatives also pertain 

equally to any agent or representative of a Third-Party Exchange Participant.

VIII. Indemnity.

Participant hereby agrees to indemnify and hold harmless Company and its directors, officers, 

employees, members, affiliates and agents (each, a “Related Party”) from and against all expenses 

and costs and damages (including any legal fees and customary expenses), directly and actually 

incurred by Company (including consequential damages awarded to the third party) as a result of 

third-party claims resulting from, in connection with, or arising out of Participant’s use of the 

Services or activities of Participant or arising out of or relating to this Agreement, including any 

failure by Participant, for any reason, fraudulent, negligent, or otherwise, to comply with its 

obligations and requirements set forth in this Agreement, or any failure of Participant to comply 

with the agreements, representations or covenants contained in this Agreement. 

Within 10 Business Days after Company receives written notice of a claim that Company 

reasonably believes falls within the scope of this paragraph, Company will provide Participant 

with written notice of that claim, provided, however, that failure to provide such notice will not 

relieve Participant of its indemnity obligations hereunder except to the extent Participant is 

materially prejudiced thereby and Participant will not be responsible for those expenses, costs and 

damages that Company incurs solely as a result of any such delay. Participant’s indemnity 

obligation will not apply to the extent there has been a final determination (including exhaustion 

of any appeals) by a court or arbitrator of competent jurisdiction that the expense, cost or damage 

arose from Company’s gross negligence, fraud or willful misconduct.
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IX. Limited Warranty and Limitation of Liability.

The Company rules concerning liability and warranties (including without limitation Rule 11.7 of 

the applicable Rulebook(s), and any successor rules thereto) are incorporated herein by reference 

and apply with the same force and effect as if they were reproduced in their entirety in this 

Agreement. Those Company rules set out the entire liability of Company to Participant. All other 

liability of Company under or in connection with this Agreement is excluded, except to the extent 

that it is not permitted to be excluded by Applicable Law.

X. Data Use Consent.

Participant hereby grants Company a worldwide, perpetual, irrevocable, royalty-free, full 

sublicensable and freely assignable license to store, use, copy, display, disseminate and create 

derivative works from: (1) the price and quantity data for each Transaction entered into by 

Participant that is executed via the Services and (2) each bid, offer and/or Order provided via the 

Services by Participant. Participant acknowledges and agrees that Company may use such 

information for business, marketing and other purposes.

XI. Market Information; No Warranty.

Company may make available to Participant a broad range of financial information that Company 

obtains from third-party service providers, including financial market data, spot market data, 

quotes, news, analyst opinions, links to other third-party sites and research reports (hereinafter, 

“Market Information”). Company does not endorse or approve Market Information, and Company 

makes it available to Participant and its Authorized Representatives only as a service and 

convenience. Company and its third-party service providers do not (1) guarantee the accuracy, 

timeliness, completeness or correct sequencing of Market Information, or (2) warrant any results 

from the use or reliance on Market Information. Company expressly disclaims and makes no 

warranty of merchantability, fitness for a particular purpose or use, or non-infringement. There is 

no other warranty of any kind, express or implied, regarding the Market Information.

Market Information may quickly become unreliable for various reasons including, for example, 

changes in market conditions or economic circumstances. Neither Company nor the third-party 

service providers are obligated to update any information or opinions contained in any Market 

Information, and Company may discontinue offering Market Information at any time without 

notice. Participant and its Authorized Representatives agree that neither Company nor the thirdparty service providers will be liable in any way for the termination, interruption, delay or 

inaccuracy of any Market Information. Participant and its Authorized Representatives agree not 

to redistribute or facilitate the redistribution of Market Information, and agree not to provide access 

to Market Information to anyone who is not authorized by Company to receive Market 

Information.
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XII. No Investment Advice or Recommendations.

Participant hereby acknowledges and agrees that Company provides no legal, tax, investment, 

financial or other advice, and nothing contained in the Services constitutes a solicitation, 

recommendation, endorsement or offer by Company to buy or sell any commodity derivative, 

future, option or swap. Participant assumes the sole responsibility of evaluating the merits and 

risks associated with the use of the Services before making any investment decisions, and 

Participant agrees not to hold Company liable for any possible claim for damages arising from any 

decision made based on the Services, information or Market Information made available to 

Participant or its Authorized Representatives by or through Company.

XIII. Netting Program.

Participant hereby acknowledges that Company provides a netting program (the “Netting 

Program”) as described on the Website, which is made a part of, and incorporated by reference 

into, this Agreement. Participant hereby chooses to opt in or opt out of such Netting Program as 

elected on the signature page hereto.

XIV. Amendments to the Agreement.

Company may modify any of the terms and conditions that are set forth in this Agreement by 

providing not less than ten days prior written notice to Participant. Participant acknowledges and 

agrees that such notice is sufficient if posted to the Company website as a regulatory notice under 

“Regulatory Notices” and that no other or additional form of notice, actual or constructive, is 

required. If Participant does not consent to the modification, Participant may terminate this 

Agreement by sending a written notice of termination of its Accounts to Company at 

legal.derivs@ftx.us within ten days of receiving notification of the modification from Company. 

Any such termination will be effective as of the date on which the modification would have taken 

effect. In the event a Participant does not consent to the modification of this Agreement, and 

objects to the modification in a timely fashion as set forth above, then Participant (1) agrees to stop 

using the Services immediately, (2) agrees that neither it nor its Authorized Representatives will 

enter into any further trades of any kind on Company’s system, (3) grants Company the authority 

to close any open positions immediately, and (4) agrees it will be responsible to Company for 

payment of any deficiency remaining in Participant’s Accounts after the closing of such positions. 

XV. Termination.

Subject to Applicable Law and the applicable Rulebook(s), Company or Participant may terminate 

this Agreement by giving the other prior written notice. Termination of this Agreement will not 

affect liability accrued as of termination. Sections V through XII, XIV, XVIII, and XXI will 

survive termination of this Agreement and continue in full force and effect.

In the event Participant elects to terminate this Agreement, then Participant (1) agrees to stop using 

the Services immediately, (2) agrees that neither it nor its Authorized Representatives will enter 

into any further trades of any kind on Company’s system, (3) grants Company the authority to 
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close any open positions immediately, and (4) agrees it will be responsible to Company for 

payment of any deficiency remaining in Participant’s Account after the closing of such positions.

XVI. Complete Agreement.

This document incorporates herein by reference the Company User Agreement and the Company 

Privacy Policy, both available on the Company website at https://derivs.ftx.us/legal, and any 

amendments thereto. 

This Agreement constitutes the entire contract between the parties relative to the subject matter 

hereof. Any other previous agreement among the parties with respect to the subject matter hereof 

is superseded by this Agreement. Nothing in this Agreement, expressed or implied, is intended to 

confer upon any person (other than the parties hereto, their respective successors and assigns 

permitted hereunder) any rights, remedies, obligations or liabilities under or by reason of this 

Agreement.

XVII. Severability.

In the event that any one or more of the provisions contained in this Agreement should be held 

invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the 

remaining provisions contained herein and therein shall not in any way be affected or impaired 

thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction 

shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties 

shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions 

with valid provisions the economic effect of which comes as close as possible to that of the invalid, 

illegal or unenforceable provisions.

XVIII. Counterparts.

This Agreement may be executed in counterparts (and by different parties hereto on different 

counterparts), each of which shall constitute an original but all of which when taken together shall 

constitute a single contract. 

Each party agrees that electronic signatures of the parties included in this Agreement are intended 

to authenticate this writing and to have the same force and effect as manual signatures. Electronic 

signature means any electronic sound, symbol or process attached to or logically associated with 

a record and executed and adopted by a party with the intent to sign such record pursuant to the 

New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309) as amended from 

time to time. Delivery of an electronic signature to this Agreement shall be as effective as delivery 

of an original signed counterpart of this Agreement.

XIX. Assignment.

Participant may not assign this Agreement, in whole or in part, without the prior written consent 

of Company.
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XX. USA PATRIOT Act Notice.

Company hereby notifies Participant that pursuant to the requirements of the USA PATRIOT Act, 

it is required to obtain, verify and record information that identifies Participant, which information 

includes the name and address of Participant and other information that will allow Company to 

identify Participant in accordance with the USA PATRIOT Act.

XXI. Governing Law.

This Agreement will be governed by and construed in accordance with the laws of the State of 

New York. Any dispute between Company and Participant or its Authorized Representatives 

arising from or in connection with this Agreement will be settled through arbitration or the State 

or Federal courts located within the City of New York in accordance with Rules 10.1 - 10.5, 11.5 

and 11.6 of the applicable Rulebook(s).

XXII. Click “I agree” for Your Signature.

As noted above in Section XVIII, Participant will be signing this Agreement with a valid and 

binding electronic signature by clicking “I agree,” and Participant acknowledges that it has read 

and understood this Agreement’s terms and conditions.

* * *