TERMS AND CONDITIONS OF THE DESK

These Terms and Conditions of the Desk (“Desk Agreement” or “Desk Terms and Conditions”) govern the use of the Desk and its related trading services. References to “Desk,” “we,” “our” or “us” are to Desk, and references to “you” or “your” are to the User who is bound by these OTC Terms and Conditions. These OTC Terms and Conditions govern your use of the OTC services provided by the Desk, which are described in greater detail herein (“OTC Services”).

These Desk Terms and Conditions are incorporated into any General Terms and Conditions entered into by and between you and the Desk. These Desk Terms and Conditions are a prerequisite for your access to the Desk Services. To the extent that there is any inconsistency between these Desk Terms and Conditions and either any General Terms and Conditions, the terms of these Desk Terms and Conditions will govern and control. Any capitalized term not defined herein shall have the meaning outlined in any General Terms and Conditions.

You agree that you have read, understood, and accepted all of these Desk Terms and Conditions contained herein and the additional guidelines and rules incorporated by reference into any General Terms and Conditions. Your use of the Desk Services after having been notified of these Desk Terms and Conditions constitutes your acceptance of these Desk Terms and Conditions. The desk may amend or modify these Desk Terms and Conditions at any time in accordance with the company or regulatory changes.

THIS DESK AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND DESK. YOU SHOULD TREAT IT AS ANY OTHER LEGAL CONTRACT BY READING ITS PROVISIONS CAREFULLY, AS THEY WILL AFFECT YOUR LEGAL RIGHTS. BY USING THE DESK SERVICES IN ANY MANNER, YOU ARE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. YOU MAY NOT PICK AND CHOOSE WHICH TERMS APPLY TO YOU. IF YOU DO NOT AGREE WITH ALL OF THE TERMS IN THIS AGREEMENT, YOU MUST CEASE ALL ACCESS AND USE OF THE DESK SERVICES. NOTHING IN THIS AGREEMENT IS INTENDED TO CREATE ANY ENFORCEMENT RIGHTS BY THIRD PARTIES. IF YOU DO NOT UNDERSTAND ALL OF THE TERMS AND CONDITIONS IN THIS DESK AGREEMENT, YOU SHOULD CONSULT WITH A LAWYER BEFORE USING THE DESK SERVICES.

  1. Desk OTC - You represent to the Desk that you invest in or otherwise acquire digital assets supported for trading by Desk (“Digital Assets”) and desire to enter into OTC Digital Asset purchase and sale transactions and make cross-border payments using Digital Assets (“Transactions”).
  2. The Desk as Broker - On a periodic basis, you desire the Desk to broker, on a reasonable-effort basis, one or more Transactions between you and other Desk members (each an “OTC Counterparty”). Every OTC Counterparty must be a Member of the Desk or its affiliates. All OTC Counterparties are subject to the AML, KYC and similar requirements of the Desk entity to which they have onboarded.
  3. Quotes - You agree that these OTC Terms and Conditions govern all (i) submissions of quotes (“Quotes”) by you to buy and/or sell Digital Assets to the OTC trading desk operated by the Desk (“OTC Desk”); and (ii) responses by you to Quotes from other the Desk Members to the OTC Desk. The Desk shall treat a Quote as a request provided to the Desk for the Desk, through its OTC Desk, to locate a counterparty for a Transaction in a supported Digital Asset. OTC Services include instant message conversations, oral communications, and other methods of communications used by the Desk to receive Quotes, request responses to Quotes, negotiate Transactions between you and OTC Counterparties, execute and confirm Transactions, and settle Transactions, among other things. the Desk shall communicate with each potential counterparty to a Transaction and act as an agent of each counterparty in negotiating the Transaction. You agree that the Desk may, in its sole and absolute discretion, determine whether to process or decline to process a Quote or any response to a Quote.
  4. Requests for Quotes - In response to a Quote, the Desk may request Quotes from one or more potential OTC Counterparties. We will always be truthful to you in any statement that we make by using clear and unambiguous language regarding pricing.
  5. Negotiation and Execution - Each OTC Counterparty shall, agree upon the specific terms of any Transaction through the OTC Desk by communicating directly with the Desk as an agent. OTC Counterparties may, with the Desk’ consent to a communication method, negotiate Transactions using electronic, written, or oral communications with the Desk; however, as set out below in this Paragraph 5, execution may only occur by written email communication. As soon as practicable, following the Desk believing that all OTC Counterparties have indicated to the Desk that they agree to the terms of a proposed Transaction (including asset, quantity, price, settlement time, and transaction fees), the Desk will provide to the OTC Counterparties an email setting out those terms (the “Confirmation Email”) and once all OTC Counterparties have confirmed those terms by sending to the Desk a written email response to the Confirmation Email, the Transaction becomes binding and final (the “Execution”). A Transaction for which Execution has occurred is an “Executed Transaction” and may not be unwound unless all OTC Counterparties agree in writing otherwise.

However, if the Desk determines that a Quote communicated by it to an OTC Counterparty contained an obvious error with respect to the price or amount of Digital Assets set forth in that Quote, the Desk shall have the right to cancel the Executed Transaction by delivering notice of the cancellation to both OTC Counterparties at any time prior to Settlement (as defined below in Paragraph 6). In the absence of such an obvious error, the terms of a Confirmation Email confirmed by email response by all OTC Counterparties shall be conclusive. You agree that, for the avoidance of doubt, the Desk may, in its sole and absolute discretion, accept statements similar or analogous to the following as your indication of agreement to the terms of a proposed Transaction: “done,” “I buy,” “bought,” “I sell,” or “sold”; however, as set out above, the proposed Transaction does not become binding and final, i.e., an Execution, until all OTC Counterparties have confirmed the terms of the proposed Transaction by sending to the Desk a written email response to the Confirmation Email. Upon Execution, the terms of the Executed Transaction shall constitute a binding contract between you and the other relevant OTC Counterparty. For the avoidance of doubt, the Desk has sole and absolute discretion whether to accept or reject any Quotes or other orders.

  1. Pre­-Funded Trading - Except for Transactions where you are afforded delayed settlement terms pursuant to Paragraph 7 of these OTC Terms and Conditions, you agree that you must deposit with the Desk the full amount of relevant Digital Assets and/or fiat currency before Execution. If Execution occurs prior to noon Eastern Time on a Business Day, on that Business Day, and if Execution occurs at or afternoon Eastern Time on a Business Day, on or before the next following Business Day, the Desk will settle an Executed Transaction by delivering to each OTC Counterparty the Digital Assets and/or fiat currencies owed to that OTC Counterparty under the Executed Transaction to that OTC Counterparty’s Digital Asset wallet and/or fiat wallet at the Desk (“Settlement”). You shall not withdraw, attempt to withdraw, transfer, alienate or provide a lien to any third party on any Digital Asset or fiat currency held by the Desk to satisfy your obligation under any Executed Transaction. For the purposes of this OTC Agreement, “Business Day” shall mean times between 9:00:00 am and 5:00:00 pm Eastern Time Monday through Friday, excluding the United States of America holidays or days when the Desk is closed due to weather or other emergencies. The Desk will not be responsible for any failure to settle in accordance with the timing set out above as a result of technological failures such as the internet going down and being unavailable.
  2. Post­-Execution Funding and Delayed Settlement - A prospective OTC Counterparty may make a request to the Desk that a proposed Transaction be subject to post-­Execution funding pursuant to this Paragraph 7. With the Desk’ written or verbal consent, made in its sole and absolute discretion, funding of such Transaction by one or more OTC Counterparties and Settlement may be delayed for up to a further Business Day after Execution. The timing of post-­Execution funding and Settlement shall be a material term of a proposed Transaction that both OTC Counterparties must agree to through the OTC Desk prior to Execution. Any OTC Counterparty afforded delayed settlement must deposit in their Desk wallet(s) assets sufficient to satisfy their obligations under an Executed Transaction within the time period specified at Execution. You agree not to withdraw, transfer, alienate, or provide a lien to any third party on any assets held by the Desk to satisfy a delayed settlement Transaction. For the avoidance of doubt, the Desk, in its sole and absolute discretion, may permit only one OTC Counterparty to a Transaction to delay funding; in such event, the OTC Counterparty not afforded delayed funding must pre­fund the Transaction pursuant to Paragraph 6 of these OTC Terms and Conditions.
  3. Fees and Commission - You agree to pay transaction fees for any Executed Transactions as agreed between you and the Desk before Execution. Agreement on fees may be oral or written. The Desk agrees to pay You a flat-rate commission of 0.2% of the total value of each Executed Transaction completed by You and related to the using the Desk and the Desk Services.
  4. No Name Disclosure - Trading through the OTC Desk will be anonymous, and the Desk has policies and procedures reasonably designed to prevent the disclosure to any other OTC Counterparty of the identity of one OTC Counterparty (or any person acting on its behalf) submitting or responding to a Quote. However, if ever the Desk or an affiliate of the Desk is the OTC Counterparty in a Transaction, disclosure that the Desk is acting as a principal in the Transaction will be made to you.
  5. Default by Your OTC Counterparty - the Desk will make commercially reasonable attempts to contact all OTC Counterparties to an Executed Transaction to effect Settlement. In the event that your OTC Counterparty fails to settle an Executed Transaction, the Desk may stand in as your OTC Counterparty with the same terms as agreed between you and the defaulting OTC Counterparty, with the exception that the Desk shall have an additional Business Day to settle any such Transaction. When this occurs and the Desk is acting as principal in a Transaction, disclosure that the Desk is acting as principal will be made to you.
  6. Default by You - If you fail to effect Settlement of an Executed Transaction by, among other things, failing to consent to the transfer of assets by the Desk, you shall be considered in default (“Default”). You hereby grant the Desk a secured interest in all of your assets, including fiat currency and Digital Assets, held by the Desk or its affiliates up to the value of any Executed Transactions on which you are in Default. You also hereby grant to the Desk a security interest in any assets held by the Desk or its affiliates to the extent of any liability you have to the Desk due to a Default.
  7. Effect of Default - In the event you are in Default, the Desk may in its sole and absolute discretion:
    1. stand in as the counterparty on your behalf and settle such Executed Transaction with the OTC Counterparty;
    2. cancel and/or terminate all of your Quotes and responses to Quotes, and liquidate, close out, net, cancel and/or terminate pending Transactions; liquidate any and all of your assets and positions held at the Desk or its affiliates to cover any losses incurred by the non­defaulting OTC Counterparty as a result of your Default, and in connection with any such liquidation, the Desk expressly disclaims responsibility for any loss incurred in the liquidation of your assets and positions held at the Desk or its affiliates due to price slippage, market timing and similar matters;
    3. refuse to accept from you Quotes or responses to Quotes or require all future Transactions involving you be instantaneously settled under Paragraph 7 notwithstanding any other agreements; and/or
    4. terminate, with or without prior notice, this OTC Agreement.