Last Modified: May 14, 2026

These In Principal Stablecoin Conversion Terms and Conditions (hereinafter this “In Principal In Principal Stablecoin Conversion Agreement” or “In Principal In Principal Stablecoin Conversion Terms and Conditions”) govern the provision of and use of Paxos’s stablecoin conversion platform managed by Paxos  (the “In Principal In Principal Stablecoin Conversion Services”). As used herein, “Paxos,” “we,” “us” or “our” may refer to Paxos Global Pte. Ltd. or any of its applicable affiliates. These terms apply to each electronic form or contract executed by any User or Customer who accesses or uses the In Principal Stablecoin Conversion Services or any website managed by Paxos with domains ending in “itbit.com” and “paxos.com” (together, the “Paxos Platform”). As used in this Trading Agreement, a “Customer” refers to a registered customer of Paxos who may obtain access to use additional non-public elements of the Paxos Platform or the  and a “User” refers to any non-registered user that accesses any public portion of the Paxos Platform. 

To the extent there is a conflict between the In Principal Stablecoin Conversion Agreement and the terms of any other agreement you (as a User or Customer, as applicable) may have with Paxos, including, for example, the General Terms and Conditions available at https://www.paxos.com/terms-and-conditions/general-terms-and-conditions (the “General Terms and Conditions,” the Terms and Conditions for Paxos Platform Services or other agreement to access the Paxos Platform via an application programming interface or over the counter trading services agreement (collectively, “Paxos Contractual Documentation”), the terms of this In Principal Stablecoin Conversion Agreement will govern and control. 

This In Principal Stablecoin Conversion Agreement constitutes an addendum or supplement to your applicable Paxos Contractual Documentation and forms part of your agreement with Paxos.

Should you have any questions or comments regarding any Paxos services and products, please reach out to our customer support team by submitting a support ticket via support.paxos.com.

1. DEFINITIONS

1.1 “Approved Pair” means a supported conversion pair of USD and/or Approved Stablecoins that Paxos designates as available for In Principal Stablecoin Conversion Services.

1.2 “Approved Stablecoins” means fiat-collateralized digital payment tokens that are (a) issued on a public, permissionless blockchain and (b) approved by Paxos’s internal token risk assessment framework for use in the In Principal Stablecoin Conversion services. The list of Approved Stablecoins may be updated by Paxos from time to time in its discretion, subject to applicable law and internal approvals.

1.3 “Conversion Instruction” means a request (via API, user interface or other approved channel) submitted by a Customer to Paxos to convert a specified amount of a source asset into a specified destination asset under this Schedule.

1.4 “OTC Counterparty” means any pre‑vetted over‑the‑counter trading counterparty or external trading venue with which Paxos transacts as principal in order to execute and/or hedge In Principal Stablecoin Conversion Services, including institutional or OTC desks of centralized exchanges.

1.5 “Pending Conversion Balance” means a non‑spendable, non‑transferable ledger entry recorded in the Customer’s account reflecting its contractual entitlement to receive a destination asset in respect of a Conversion Instruction that has been accepted by Paxos but not yet fully settled and reconciled.

2. CRYPTO ASSET RISKS.

2.1        As crypto assets are not legal tender and not backed by the government, they are subject to enhanced risks. These risks include (but are not limited to) the following:

1. accounts and value balances of crypto assets are not subject to Federal Deposit Insurance Corporation (“FDIC”) or Securities Investor Protection Corporation protections;

2. legislation and regulation (or lack thereof) of crypto assets or crypto trading platforms can change at any time which may adversely affect the use, transfer, trade, and/or value of crypto assets;

3. once executed, a crypto asset transaction may be irreversible, and accordingly, losses due to fraudulent or accidental transactions may not be recoverable; 

4. some crypto asset transactions will be deemed to be made when recorded on a public ledger (e.g., a blockchain), which is not necessarily the date or time that the customer initiates the transaction; 

5. the value of crypto assets may be derived from the continued willingness of market participants to trade fiat currency for crypto assets, which may result in the potential for permanent and total loss of value of a particular crypto asset should the market for crypto assets collapse; 

6. there is no assurance that a person who accepts a crypto asset as a payment today will continue to do so in the future;

7. the volatility and unpredictability of the price of crypto assets relative to fiat currency may result in significant loss over a short period of time; 

8. the value of a particular crypto asset may fall at any time, if, for example a new, better crypto asset is created or software developers make unexpected changes to how the crypto asset works;

9. as crypto assets are digital currency and therefore intangible, this means that like any other digital system, crypto assets are at risk of fraud, cyber attacks, and being affected by technical problems or difficulties which could result in you losing your crypto assets or delaying or preventing your ability to access or use them; and

10. any bond or trust account maintained by Paxos for the benefit of its customers may not be sufficient to cover all losses incurred by its customers.

3. PAXOS’S ROLE AS PRINCIPAL; NO AGENCY OR BROKERAGE

3.1 Principal Capacity. For all In Principal Stablecoin Conversion Services and under each Trading Flow, Paxos acts solely as principal and not as agent, broker, intermediary or fiduciary for the Customer. When a Conversion Instruction is accepted by Paxos:

1. the Customer enters into a binding principal transaction with Paxos at a contractual 1:1 conversion rate between the source asset and the destination asset for the notional amount specified in the Conversion Instruction (exclusive of separately‑invoiced fees); and

2. the Customer’s legal relationship is with Paxos only. Customers do not obtain any rights against, and do not transact directly with, any OTC Counterparty in connection with the In Principal Stablecoin Conversion Services.

3.2 No Advisory or Best Execution Duty. The In Principal Stablecoin Conversion Services are provided on a principal, conversion‑only basis. Unless expressly agreed in a separate written agreement, Paxos does not provide investment, trading or other advisory services, does not undertake to obtain “best execution” in connection with the In Principal Stablecoin Conversion Services. Paxos will use commercially reasonable efforts to obtain competitive pricing and execution terms under prevailing market conditions, taking into account liquidity, speed, and operational factors in connection with pricing, venue selection or routing of Paxos’s principal trades with OTC Counterparties. Notwithstanding the foregoing, Paxos has no fiduciary or similar duty to the Customer.

3.3 Conflicts of Interest.

3.3.1 Paxos explicitly recognises, and the Customer acknowledges and accepts, that acting as principal in a transaction creates a structural conflict of interest because Paxos’s economic interests may differ from those of the Customer (for example, with respect to pricing, inventory management and counterparty selection).

3.3.2 The Customer acknowledges and accepts that Paxos may earn a spread, fee, rebate or other economic benefit with respect to Paxos’s principal trades with OTC Counterparties, separate from any fees as between Paxos and the Customer.

3.3.3 Paxos will not structure or execute transactions in a manner that intentionally and materially disadvantages the Customer relative to prevailing market conditions.

4. CUSTOMER‑FUNDED FLOW

4.1 Overview. The In Principal Stablecoin Conversion Services are delivered through two operational flows (together, the “Trading Flows”): the “Customer-Funded Flow”, as described in this Section 4, and the “Corporate Prefunded Flow”, as described in Section 5. Under the Customer‑Funded Flow, fully‑onboarded institutional Customers may request conversions among supported Approved Pairs of USD and Approved Stablecoins. Paxos does not extend credit under this flow and does not make any destination amount available to the Customer as spendable prior to settlement of the underlying principal trade(s) with OTC Counterparties.

4.2 Principal Purchase of Source Asset. Upon Paxos’s acceptance of a Conversion Instruction in the Customer‑Funded Flow:

1. the Customer irrevocably agrees to sell the source asset to Paxos, and Paxos agrees to purchase the source asset from the Customer, at the contractual 1:1 rate specified in Section 4.1;

2. Paxos is authorised to debit the Customer’s available balance with Paxos of the source asset (stablecoin or fiat, as applicable) in an amount equal to the notional amount of the Conversion Instruction; and

3. Paxos designates the debited source asset as Paxos‑owned conversion inventory, which is fully encumbered and may be used, transferred, rehypothecated or disposed of solely for the purpose of executing and settling the corresponding principal trade(s) with OTC Counterparties. Notwithstanding the foregoing, Paxos will maintain internal records reflecting Customer’s beneficial interest, and Customer’s assets will not be subject to any lien, encumbrance, or use in favor of Paxos unrelated to settlement of the applicable Conversion Instruction.

4.3 Creation of Pending Conversion Balance. Simultaneously with the debit of the source asset, Paxos will record in the Customer’s account a Pending Conversion Balance in the destination asset, representing the Customer’s contractual entitlement to receive the destination amount upon settlement and reconciliation.

4.3.1 The Pending Conversion Balance is non‑spendable, non‑transferable and non‑withdrawable and does not constitute a customer‑held asset under Paxos’s safeguarding arrangements until released as Available Balance under Section 5.5.

4.3.2 While a destination amount (or any portion thereof) is recorded as a Pending Conversion Balance, the Customer may not transfer, withdraw, pledge, assign or otherwise deal with such amount (and any corresponding portion of its source balance already debited) on or off the Paxos platform.

4.4 Off‑Platform Holding and Key Risks.

4.4.1 Off‑Platform Holding. The Customer acknowledges that, for execution and settlement purposes, stablecoins and fiat used in the Customer‑Funded Flow may be temporarily held off‑platform by one or more OTC Counterparties (or their sub‑custodians or settlement agents), in accounts controlled by such counterparties and outside Paxos’s direct custody and control.

4.4.2 Key Risks. Without limiting any broader risk disclosures in the Paxos Contractual Documentation, the Customer acknowledges and accepts that such off‑platform holding may expose Paxos (and indirectly the Customer’s conversion) to, among other things:

1. counterparty credit and settlement risk, including the risk that an OTC Counterparty or its sub‑custodian fails, becomes insolvent, defaults or otherwise does not perform its settlement obligations;

2. operational risk, including failures or errors in trade capture, confirmation, reconciliation, messaging or payment processes at Paxos, an OTC Counterparty or any intermediary bank or custodian; and

3. settlement timing risk, including delays in fiat or stablecoin settlement (for example, due to banking cut‑off times, blockchain congestion or delays at the OTC Counterparty), during which the Customer’s destination entitlement remains in Pending Conversion Balance status and is not available for use.

4.5 Release of Destination Asset; No Credit Until Fully Funded.

4.5.1 Paxos will not credit any portion of the destination amount as an available/spendable balance unless and until the corresponding destination asset has been fully received and reconciled by Paxos (or, where Paxos elects to use its own prefunded inventory to accelerate settlement, until Paxos has allocated such inventory to the Customer for that purpose).

4.5.2 Once Paxos has (a) received and reconciled the fiat or stablecoin leg from the relevant OTC Counterparty; or (b) allocated equivalent Paxos proprietary inventory for settlement, then Paxos will (x) credit the Customer’s account with the applicable Available Balance of the destination asset; and (y) extinguish the corresponding portion of the Pending Conversion Balance.

4.5.3 Paxos may, in its discretion, convert a single Conversion Instruction into multiple principal trades or settlement events. In such case, Paxos may release destination amounts in one or more fully funded tranches as Available Balance, with any remaining portion continuing to be reflected as Pending Conversion Balance until fully funded.

5. CORPORATE PREFUNDED FLOW

5.1 Overview. In addition to the Customer‑Funded Flow, Paxos may, at its discretion and subject to internal risk limits, operate a Corporate Prefunded Flow in which Paxos uses its own fiat or Approved Stablecoin inventory, in whole or in part, to enable immediate or near‑immediate settlement of certain conversions for eligible Customers.

5.2 Principal Trade Between Customer and Paxos. Upon Paxos’s acceptance of a Conversion Instruction in the Corporate Prefunded Flow:

1. a binding principal transaction occurs between the Customer and Paxos at a contractual 1:1 conversion rate; and

2. Paxos debits the Customer’s available source asset balance with Paxos and credits that amount to a Paxos corporate inventory account (or an equivalent internal inventory construct).

5.3 No Lending. The Corporate Prefunded Flow does not constitute an extension of credit or lending to Customers. Customers receive only fully funded available balances as credited, and any Pending Conversion Balances remain non‑spendable until released in accordance with this Schedule.

6. TERMINATION OR SUSPENSION OF CONVERSION INSTRUCTIONS

6.1 Paxos may, acting in good faith:

1. decline to accept any new Conversion Instructions involving the relevant Approved Stablecoin; and/or

2. cancel or terminate, in whole or in part, any pending Conversion Instruction involving the relevant Approved Stablecoin that has not yet resulted in an Available Balance of the destination asset being credited to the Customer.

6.2 Where Paxos cancels or terminates a pending Conversion Instruction under Section 5.7.1(b) before any portion of the destination asset has been credited as Available Balance, Paxos will (a) reverse the Conversion Instruction and restore the debited source asset to the Customer’s Available Balance, or (b) return an economically equivalent amount of the source asset (or, if that is not reasonably practicable, an equivalent amount of USD) to the Customer, in each case in accordance with Paxos’s policies and applicable law. Upon such restoration or return, the Customer will have no further claim against Paxos in respect of the cancelled Conversion Instruction.

7. USE OF OTC COUNTERPARTIES AND OFF‑PLATFORM ROUTING

7.1 Use of OTC Counterparties. The Customer acknowledges and agrees that Paxos may, in connection with any Conversion Instruction under either Trading Flow:

1. select, instruct and transact with one or more OTC Counterparties (and, where applicable, their sub‑custodians or settlement agents) as Paxos’s principal counterparty or venue;

2. agree pricing, timing and other execution terms bilaterally with such OTC Counterparties, taking into account liquidity, settlement speed, credit limits and other risk and operational factors; and

3. aggregate, net or otherwise manage Paxos’s principal trades against multiple Customers’ Conversion Instructions, provided that Paxos continues to honour its obligations to each Customer in accordance with this Schedule and the Paxos Contractual Documentation.

7.3 General Consent to Off‑Platform Routing and Custody.

By submitting a Conversion Instruction and by continuing to use the In Principal Stablecoin Conversion Services, the Customer:

1. authorises Paxos to route stablecoins and fiat off‑platform and to hold, or permit OTC Counterparties and their sub‑custodians to hold, such assets for the limited purposes of execution, settlement, and inventory management relating to the Trading Flows, as further described in this Schedule; and

2. acknowledges and accepts the associated key risks described in Sections 5.5 (and in any other risk disclosures in the Paxos Contractual Documentation), including:

   1. operational failures, reconciliation errors and settlement delays;

   2. OTC Counterparty credit, custody and settlement risk; and

   3. potential concentration risk if significant flows are routed through a limited number of OTC Counterparties.

7.4 Paxos will be responsible for performance of all obligations under each Conversion Instruction, including where execution or settlement is conducted through OTC Counterparties.

8. LEDGER TREATMENT; SAFEGUARDING; NO CREDIT EXTENSION

8.1 Pre‑Acceptance. Before Paxos accepts a Conversion Instruction, Customer balances recorded on Paxos’s ledger are treated as customer assets and safeguarded in accordance with Paxos’s custody and segregation arrangements for customer‑held balances.

8.2 Post‑Acceptance (Customer‑Funded Flow). Following Paxos’s acceptance of a Conversion Instruction under the Customer‑Funded Flow:

1. the source asset is re‑designated from a customer‑held asset to Paxos‑owned conversion inventory, which is encumbered while the conversion is pending; and

2. the Customer’s entitlement is reflected solely as a Pending Conversion Balance in the destination asset until that destination asset is available and reconciled.

8.3 Post‑Acceptance (Corporate Prefunded Flow). Following Paxos’s acceptance of a Conversion Instruction under the Corporate Prefunded Flow:

1. the Customer’s source asset is transferred to a Paxos corporate inventory account (or equivalent);

2. any destination amounts credited as Available Balance are treated as customer‑held assets and safeguarded in accordance with Paxos’s customer asset arrangements; and

3. Paxos’s proprietary positions and inventories (including hedges and residual exposures) are recorded in separate internal accounts and are not treated as customer assets.

8.4 No Credit Extension. The Customer acknowledges that:

1. Paxos does not extend credit to Customers and does not provide Customers with spendable destination balances prior to settlement under either Trading Flow; and

2. any Pending Conversion Balance represents a contractual claim against Paxos, and not a customer‑held asset, until such time as it is converted into an Available Balance in accordance with this Schedule.

9. FEES

9.1 Conversion Fees. Unless otherwise expressly agreed in a separate Pricing Supplement or commercial agreement between Paxos and the Customer:

1. Customers receive the full destination amount at a 1:1 rate for the conversion itself (i.e., no net‑of‑fee deduction from the notional destination amount); and

2. Paxos will invoice conversion fees separately in arrears, at rates agreed between Paxos and the Customer (for example, commercially agreed bps‑based fees for specific stablecoin pairs).

9.2 Other Fees and Charges. Any additional fees (such as blockchain network fees, bank charges or other pass‑through costs) will be handled in accordance with the Paxos Contractual Documentation and any applicable Pricing Supplement.

10. MISCELLANEOUS

10.1 Eligibility; Product Availability. Access to the In Principal Stablecoin Conversion Services and to particular Approved Stablecoins, Approved Pairs and Trading Flows may be limited by jurisdiction, regulatory status, internal risk appetite, counterparty availability or other eligibility criteria determined by Paxos in its discretion and subject to applicable law.

10.2 Changes to the Trading Flows and this Schedule. Paxos may add, modify or remove Trading Flows, Approved Stablecoins, Approved Pairs, OTC Counterparties and related operational parameters from time to time, and may amend this Schedule in accordance with the amendment provisions of the Paxos Contractual Documentation.

10.3 Survival. Without limiting any survival provision in the Paxos Contractual Documentation, the following will survive termination of the Customer’s account or cessation of the In Principal Stablecoin Conversion Services: Sections 3.3, 4.3, 4.4, 5.3, 6, 7, 8, 10 and any other provisions that by their nature are intended to survive.