Earn in CEL Terms of Use

Celsius Network LLC and its affiliates (collectively: “we,” “our,” “us,” “Celsius,” or the “Company”) provide the following Earn in CEL Terms of Use (“Earn in CEL Terms”) that apply to eligible Celsius users (“you” or “User(s)”) and govern your use of the Celsius’ Earn in CEL service. These Earn in CEL Terms apply in addition to Celsius' Terms of Use (“Celsius Terms of Use”), which govern all use of Celsius’ services.

Unless explicitly stated herein, nothing in these Earn in Cel Terms modifies or overrides any part of the Celsius Terms of Use. Any capitalized terms used but not defined herein shall have the meaning ascribed to them in the Celsius Terms of Use. Your use of the Earn in CEL service is expressly conditioned on your consent to, and compliance with, these Terms. By accessing, applying for, or using Earn in CEL, you agree to be bound by these Terms. If you do not agree with any of the provisions of these Terms, you should immediately stop using the Earn in CEL service.

1. Introduction

Earn in CEL allows you to earn a financing fee from Celsius, referred to as “Rewards”, on Eligible Digital Assets in the form of CEL Token in exchange for entering into open-ended loans of your Eligible Digital Assets to Celsius under the terms set forth here and in Celsius’ Terms of Use. By lending your Eligible Digital Assets to Celsius you grant Celsius all rights and title to such Digital Assets, for Celsius to use in its sole discretion.

2. Conversion Rates

When you earn in CEL, Celsius will convert the amount of Rewards due to you in the native Eligible Digital Assets into the equivalent amount of CEL Tokens. Accordingly, for any Eligible Digital Asset that you elect to earn in CEL, you will no longer receive an in-kind reward in the form of the relevant native Eligible Digital Asset, until the time you elect to opt out of the Earn in CEL service. Such conversion shall be made in accordance with the rates and prices applicable at the actual time of conversion. Applicable rates are indexed to those used by industry-leading platforms, as we may choose to use from time to time, in our sole discretion. We currently use rates provided by CMC Markets, Coinpaprika, and our own rates as determined by our liquidity providers. We may change these rate sources at any time and without giving notice or updating these Terms, and you shall not have any claims regarding our choice of rate sources or rates used by Celsius or made available by any third party.

3. Eligibility

Earn in CEL is not available in all jurisdictions.

For Users who are United States Persons, as defined by applicable US Laws (“US Users”), the following shall apply:

- In order to use Earn in CEL , you must be qualified as an Accredited Investor, as put forth by the Securities Exchange Commission (“SEC”) in Rule 501 of Regulation D of the Securities Act of 1933. At the time of writing these Terms, to be an accredited investor, a person must either; a) have an annual income exceeding $200,000 USD ($300,000 for joint income) for the last two years with the expectation of earning the same or higher in the current year, b) have a net worth exceeding $1,000,000 USD, c) you can demonstrate sufficient education or job experience showing professional knowledge of unregistered securities, or d) you are a registered broker or investment advisor. Such requirements are set by the SEC, and the information above is provided herein for information purposes only, and may be changed from time to time. Celsius will determine your qualification based on the requirements set forth in the prevailing regulation at the time of review of your application in its discretion.

- Upon electing to Earn in CEL, you will be prompted to verify your Accredited Investor Status. You will be required to verify your legal name, the email address associated with your Celsius account and your address. You will also be required to upload a document verifying your Accredited Investor status from a reliable source which is acceptable to Celsius in its sole discretion. Celsius retains the right to reject any documents submitted and to request additional documentation or information. Following submission, Celsius will review the information provided and will notify you upon either approval or rejection of your status as an Accredited Investor.

- An approval status will be valid for one year from the date of the verification document, however Celsius may, in its sole discretion, extend or shorten such period. You will be notified of the need to renew your Accredited Investor status up to 30 days prior to its expiration. Failure to renew your account timely may result in the removal of your ability to participate in the Earn in CEL service.

4. Reward Lock

For US Users, the following shall apply:

- All Rewards will be calculated and earned in accordance with Celsius’ Terms of Use. By electing to Earn in CEL, the Reward earned will be credited to your account in the form of CEL Token. Each CEL Token rewarded will be locked for a period of one year from the date it is credited to your account. Locked CEL Tokens can not be withdrawn from the Celsius platform or used for any services other than earning further rewards in CEL Tokens. Status of your CEL Token balances (locked vs. unlocked) can be reviewed on your Accredited Investor Rewards Dashboard.

- CEL Tokens that are earned in-kind on CEL Tokens loaned to Celsius will not be locked. Your locked CEL Tokens will continue to earn in-kind CEL rewards at the then current applicable in-kind rate.

5. Opting Out

At any point, should you choose to no longer participate in the Earn in CEL service, you may opt out by toggling your account to earn rewards in-kind.

6. Representations and Warranties

By applying to use, and using the Earn in CEL service, you represent and warrant to Celsius that:

a) The information provided by you to Celsius, including but not limited to your legal name, place of residency or place of business, and where applicable, information affecting your status as an accredited investor, is accurate and up-to-date;

b) You are using Celsius Earn in CEL feature solely for your own personal purposes, and not on behalf of any other person or for business purposes;

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

d) You acknowledge that the value of CEL Token may be higher or lower than the value of the native Eligible Digital Asset you loaned to Celsius. In no event shall Celsius be responsible for any relative losses or detriments, whether in terms of fiat value, liquidity or other matters, when compared with what you may have received had you not elected Earn in CEL service.

e) You will be solely responsible for all tax reporting and payment obligations which may apply to you as a result of using the Earn in CEL service;

f) Your use of the Earn in CEL service shall be at all times in full compliance with all laws and regulations applicable to you, and you shall not use it for any illegal purposes, including but not limited to activities involving financial crime, money laundering or terrorism financing, or the proceeds thereof. Any breach of these representations and warranties by you shall constitute a breach of your agreement with Celsius, and may result in, among other legal action, the termination of your Celsius Account.

7. Changes in Terms

Please be aware that the terms and conditions governing the Earn in CEL service can change over time. We reserve the right to discontinue or make changes to any such service. We may change these Terms, and we may add to or delete from these Terms, and the updated version will supersede all prior versions. We will provide notice of changes, additions, and deletions, as required by law. If we have provided advance notice and you do not agree with a change, you may close your Celsius account(s) and demand repayment of outstanding loans before the effective date of the change, which shall be your sole remedy. The continued maintenance of your Celsius Account following the effective date of any change will constitute your acceptance of such change and subject your Celsius Account to the modified Terms.