This Master Trading Agreement (this “Master Agreement” or “Agreement”) is made between HT MARKETS (SVG) LIMITED, a company incorporated under the laws of Saint Vincent and the Grenadines having company number 26756 (“HT”) and you (the “Counterparty” and, together with HT, the “Parties”). ‍

By clicking on “I agree” to accept this Agreement or entering into any one or more Transactions (as defined below), you confirm that you have read, understood, accepted and agreed to be bound by all of the terms and conditions stipulated in this Agreement. If you do not agree to any of the terms and conditions in this Agreement, or any additional applicable terms and conditions, do not enter into Transactions.  If you are entering into this Agreement on behalf of a company or other entity, you represent that you have the authority to bind such entity to this Agreement.  If you do not have such authority, you must not accept this Agreement.

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WHEREAS:

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1. The Parties may, from time to time, wish to sell to and purchase from one another quantities of Cryptocurrency during the term of this Master Agreement on a spot and/or forward basis.

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2. The Parties may therefore, from time to time, enter into separate transactions for the sale or purchase of Cryptocurrency by agreeing an Accepted Order that incorporates by reference the general terms and conditions under which such sale and purchase shall take place as recorded in this Master Agreement.

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NOW IT IS HEREBY AGREED AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

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1. In this Master Agreement and in the Schedules, unless the context requires otherwise:

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“Accepted Order” means an Order that has been validly accepted by the Offeree pursuant to Clause 4.2 below.

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“AML/CFT Requirements” has the meaning given to it in Clause 3.4 below.

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"Applicable Laws" means, with respect to any person, any and all applicable treaties, statutes, legislation, laws, regulations, ordinances, codes, rules, rulings, judgments, orders, awards, or any form of decisions, determinations or requirements of or made or issued by, any governmental, statutory, regulatory or supervisory bodies (including without limitation, any relevant stock exchange or securities council) or any court or tribunal with competent jurisdiction, whether in Hong Kong, Dubai, Saint Vincent and the Grenadines or elsewhere, as amended, modified or replaced from time to time, and to which such person is subject.

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“Authorised Person(s)” means an individual duly appointed by the Counterparty whose name has been submitted to and accepted by HT from Counterparty and is authorised to provide Instructions (as defined herein) to HT. Any change to the Authorised Person(s) shall be made in writing in accordance with the terms set out in Schedule A and will constitute an integral and substantial part of this Master Agreement. 

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"Business Day" means a day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks are open for business in Hong Kong and Dubai.

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“Collection Account” means the bank account and digital wallet, address, account, or storage device belonging to a Party, the details of which: (a) in the case of the Counterparty, have been submitted to and accepted by HT from Counterparty (which may be amended, modified or supplemented by the Counterparty in writing from time to time in accordance with the terms set out in Schedule A); ​​and (b) in the case of HT, as notified by HT to the Counterparty from time to time.

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"Confidential Information" means any information which is proprietary and confidential to HT and the Counterparty including but not limited to the terms and conditions of this Master Agreement, each Order, each Accepted Order, information concerning or relating in any way whatsoever to the HT’s investments or other arrangements, principals, any of the trade secrets or confidential operations, processes or inventions carried on or used by HT, any information concerning the organisation, business, finances, transactions, investments or affairs of HT and the Counterparty, HT’s dealings, secret or confidential information which relates to its business or any of its investee companies’ transactions or affairs, financial statements or information, any information therein in respect of trade secrets and information and material which is either marked confidential or is by its nature intended to be exclusively for the knowledge of the recipient alone.

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“Confirmation” has the meaning given to it in Clause 4.7.

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“Confirmation Date” has the meaning given to it in Clause 2.1 below.

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“Cryptocurrency” means digital tokens or units of other blockchain-based assets, which do not constitute a security or any regulated product or asset under the Securities and Futures Ordinance (Cap. 571) of Hong Kong, or under any similar securities laws or regulations in other jurisdictions including but not limited to the Emirate of Dubai, Saint Vincent and the Grenadines, the United States of America or Singapore.

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“Cryptocurrency Network” means the peer-to-peer computer network or protocol that governs the transfer of the applicable Cryptocurrency.

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“Default Interest” has the meaning given to it in Clause 5.4 below.

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“Due Acceptance” has the meaning given to it in Clause 4.2 below.

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“Eligible Collateral” means, with respect to a Forward:

1. if the relevant Confirmation provides that “Physical Settlement” is applicable and the Counterparty’s obligation, upon settlement of such Forward, is (subject to any conditions applicable to such settlement) to:

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1. pay the Total Price to HT, USDC, such other stablecoin as HT may specify or USD, in each case as specified by HT; and

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2. to deliver the Relevant Cryptocurrency to HT, such Relevant Cryptocurrency; and

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2. if the relevant Confirmation provides that “Cash or Other Cryptocurrency Settlement” is applicable, USDC, such other stablecoin as HT may specify or USD, in each case as specified by HT; and/or

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3. if any, such other Cryptocurrency, Fiat Currency or other assets specified in the applicable Confirmation. 

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"Encumbrance" means any mortgage, assignment of receivables, debenture, lien, hypothecation, charge, pledge, title retention, right to acquire, security interest, option, pre-emptive or other similar right, right of first refusal, restriction, third-party right or interest, any other encumbrance, condition or security interest whatsoever or any other type of preferential arrangement (including without limitation, a title transfer or retention arrangement) having similar effect.

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“Fiat Funds” has the meaning given to it in Clause 5.11 below.

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“Fiat Transfer” has the meaning given to it in Clause 5.11 below.

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“Force Majeure Events” means any material change of circumstance or other event which caused by reasons, in HT’s sole view, beyond HT’s reasonable control (including but not limited to nationalization, expropriation, currency restrictions, acts of state, acts of God, earthquakes, fires, floods, typhoons, tsunami, wars, civil or military disturbances, sabotage, terrorism and cyber-terrorism, virus or hackers attacks, security, integrity, and availability of the Blockchain networks, epidemics, pandemics, riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents, labour disputes, regulatory changes, central securities depository and central bank including their regulatory agencies, power failures or breakdowns in communications links or equipment of HT or its agent or service provider.

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“Foreign Shell Bank” means an organisation that (i) is organized under the laws of a foreign country, (ii) engages in the business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, (iv) receives deposits to a substantial extent in the regular course of its business, (v) has the power to accept demand deposits, but does not include the Hong Kong branches or agencies of a foreign bank, and (vi) without a physical presence in any country, but does not include a regulated affiliate.

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“Forward” means a transaction under which a Party (“Party X”) agrees to buy Cryptocurrency from the other Party (“Party Y”) and Party Y agrees to sell such Cryptocurrency to Party X on a future date at an agreed price.

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“Forward Order” has the meaning given to it in Clause 4.1 below.

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“Instructions” means the Counterparty’s instruction, request, communication, application or order given to HT in connection with an Order, an Accepted Order and this Master Agreement through a Recognised Communication Channel, and includes any instruction, request, communication or order to revoke, ignore or vary any previous request or order in respect of an Order or an Accepted Order.

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“Non-Cooperative Jurisdiction” means any country or territory that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering (“FATF”), of which Hong Kong is a member and with which designation the Hong Kong representative to the group or organization continues to concur. See <http://www.fatf-gafi.org> for FATF’s list of non-cooperative countries and territories.

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“OFAC” means the United States Office of Foreign Assets Control. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at <http://www.treas.gov/offices/enforcement/ofac/>.

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“Offeree” has the meaning given to it in Clause 4.1 below.

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“Offeror” has the meaning given to it in Clause 4.1 below.

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“Order” means a Sales Order, a Purchase Order or a Forward Order.

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“Personal Data” means data, whether true or not, about an individual who can be identified from that data or from that data and other information to which HT has or is likely to have access which is treated in accordance with the Personal Data (Privacy) Ordinance (Cap. 486 of the laws of Hong Kong).

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“Pre-funding” has the meaning given to it in Clause 5.5 below.

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“Process”, in relation to Personal data, means (i) to carry out any operation or set of operations in relation to Personal Data, and includes recording, holding, organisation, adaptation/alteration, retrieval, combination, transmission and erasure/destruction; and (ii) to copy, use access, display, run, store, review, manage, modify, transform, translate, extract components into another work, integrate or incorporate as part of a derivative work, and (iii) to permit others to do (i) and (ii). “Processing” shall have the corresponding meaning as a noun for the same.

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“Purchase Order” has the meaning given to it in Clause 4.1 below. 

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“Recognised Communication Channels” means the communication channels which are recognised for the purposes of communications between the Parties in connection with an Order or an Accepted Order, the details of which are set out in Schedule B (which may be amended, modified or supplemented from time to time in accordance with the terms of Schedule B).

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“Relevant Cryptocurrency” has the meaning given to it in Clause 4.1(b) below, and “Relevant Cryptocurrencies” shall have the corresponding meaning.

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“Rectifying Period” has the meaning given to it in Clause 4.3 below.

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"Representatives" means, in relation to a Party, its advisers, agents, employees, officers or other representatives.

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“Sales Order” has the meaning given to it in Clause 4.1 below.

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“Sanctioned Jurisdiction” means, at any time, a country or territory which is itself the subject or target of any country-wide or territory-wide Sanctions.

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“Sanctions” means the applicable economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by relevant Governmental Authorities, including, but not limited to, those administered by the U.S. government through OFAC or the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.

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“Settlement Date” means, (a) in respect of a purchase pursuant to a Purchase Order or a sale pursuant to a Sales Order, the date of the relevant Accepted Order (or such other date for settlement of the relevant purchase or sale as the Parties agree in writing) and (b) in the case of a Forward, the date specified as the “Settlement Date” in the relevant Confirmation.

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“Stablecoin” means only those particular Cryptocurrencies recognised and accepted by HT as “Stablecoins” from time to time, such as USDC.

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"Surviving Clauses" means Clauses 1, 7, 8 and 9.

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“Term” has the meaning given to it in Clause 3.1 below.

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“Total Price” means the price for selling or purchasing the Relevant Cryptocurrency, which shall be the product of Clauses 4.1 (c) and (d) measured by reference to Stablecoins or by reference to another Cryptocurrency.

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“Transaction” means each purchase, sale, Forward and/or transfer of Margin under this Agreement.

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“USD” or “US Dollar” means the United States Dollar, the lawful currency of the United States of America.

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“USDC” or “USD Coin” means the USD-referencing Stablecoin issued by Circle Internet Financial, LLC.

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“Withdrawal Request” has the meaning given to it in Clause 5.6 below.

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In this Master Agreement, a reference to: the "Master Agreement" includes all amendments, additions, and variations thereto agreed between the Parties and "clauses" are to the clauses of, and the schedules to, this Master Agreement (unless the context otherwise requires); "person" shall include an individual, corporation, company, partnership, firm, trustee, trust, executor, administrator or other legal personal representative, unincorporated association, joint venture, syndicate or other business enterprise, any governmental, administrative or regulatory authority or agency (notwithstanding that "person" may be sometimes used herein in conjunction with some of such words), and their respective successors, legal personal representatives and assigns, as the case may be, and pronouns shall have a similarly extended meaning; and "written" and "in writing" include any means of visible reproduction (including, for the avoidance of doubt, by way of electronic mail).

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2. Unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing a specific gender shall include the other genders (male, female or neuter). The Schedules form part of this Master Agreement and have the same force and effect as if expressly set out in the body of this Master Agreement.

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3. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.

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4. All transactions for the sale and purchase of Cryptocurrency are entered into by the Parties in reliance on the fact that the Accepted Order and the Master Agreement together form part of a single agreement between the Parties.

2. MASTER AGREEMENT

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1. This Master Agreement contains the terms and conditions applicable to the sale and purchase of Cryptocurrency but does not specify any specific terms or details of any transaction (including but not limited to types, prices, quantities of the Cryptocurrency to be delivered and purchased pursuant to such sale and purchase). There shall be no binding commitment to sell and purchase Cryptocurrency unless an Order has been accepted by the Offeree pursuant to Clause 4.2 below. The date on which the Order has been duly accepted by the Offeree is the “Confirmation Date”. The Order shall be irreversible and binding upon acceptance by the Offeree on the Confirmation Date.   

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2. Upon acceptance of the Order, all the terms and conditions in this Master Agreement shall be incorporated by reference into and made a part of the Order.

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3. In the event of any inconsistency between the provisions of this Master Agreement and the terms contained in an Accepted Order, this Master Agreement shall prevail to the extent of such inconsistency.

3. TERM

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1. This Master Agreement shall be in full force and effect from the date first above written and shall remain in effect unless terminated by either Party in accordance with this Clause 3 (“Term”). The Counterparty may terminate this Master Agreement by giving HT thirty (30) days’ prior written notice via the Recognised Communication Channel. HT may terminate this Master Agreement immediately with or without cause upon giving the Counterparty one (1) Business Day prior written notice via the Recognised Communication Channel.

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2. Either Party (the “Non-Defaulting Party”) may terminate this Master Agreement immediately upon the occurrence of any of the following events or circumstances in respect of the other Party (the “Defaulting Party”):

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1. the Defaulting Party fails to pay any amount payable or deliver any Cryptocurrency deliverable under this Agreement (including any Margin) and/or a Transaction when due;
2. a breach of any representation, warranty, undertaking or obligations in this Master Agreement or any Accepted Order (other than a breach set out in paragraph (a) above) by the Defaulting Party and the Defaulting Party fails to remedy or rectify the breach, to the reasonable satisfaction of the Non-Defaulting Party, within one (1) Business Day after the Defaulting Party becoming aware of the breach or the Non-Defaulting Party having notified the Defaulting Party of the breach (whichever is earlier);
3. the Defaulting Party disavowing, disaffirming, repudiating, rejecting in whole or in part, or challenging the validity of, this Agreement, any Confirmation or any Transaction; or
4. the Defaulting Party (1) is dissolved (other than pursuant to a solvent consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4)(A) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official, or (B) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a person or entity not described in clause (A) above and either (I) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (II) is not dismissed, discharged, stayed or restrained in each case within 15 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 15 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) above (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts,

and liquidate, close-out, cancel and/or terminate all Transactions under this Agreement. Any proceeds obtained from the liquidation, closing-out, cancellation or termination of Transactions under this Agreement shall be applied to the discharge of the Defaulting Party’s obligations to the Non-Defaulting Party under this Agreement.

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3. Upon termination pursuant to Clauses 3.1, 3.2 or 3.8, the rights and obligations of each Party under this Master Agreement shall cease, provided that (i) the Surviving Clauses and, to the extent not fully performed, Clauses 3.4-3.7, shall survive the termination and remain in full force; (ii) such termination shall not relieve any Parties from liability for any breach of this Master Agreement or any Accepted Order prior to the termination.

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4. If this Agreement is terminated in accordance with Clauses 3.1, 3.2 or 3.8 (an “Early Termination” and the date of such Early Termination, the “Early Termination Date”), (x) amounts, if any, due from HT to Counterparty but unpaid, or Cryptocurrency, if any, due to be delivered by HT to Counterparty but undelivered, as the case may be, as of the Early Termination Date, including an amount equal to the value of any Margin which has then been transferred to HT (including the liquidated value of any non-cash Margin) will be deemed to be unpaid amounts or undelivered Cryptocurrency due to be paid or delivered from HT to Counterparty; and (y) amounts, if any, due from Counterparty to HT but unpaid, or Cryptocurrency, if any, due to be delivered by Counterparty to HT but undelivered, as the case may be,  as of the Early Termination Date will be deemed unpaid amounts or undelivered Cryptocurrency due to be paid or delivered from Counterparty to HT.

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5. With respect to each Transaction, HT shall calculate, having regard to prevailing market rates and/or prices, the amount of losses or costs that are or would be incurred by HT under then prevailing circumstances (expressed as a positive number) or the amount of gains by HT that are or would be realised by HT under then prevailing circumstances (expressed as a negative number) in replacing, or in providing for HT, the economic equivalent of the material terms of that Transaction, including the payments and deliveries (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the Parties in respect of such Transaction that would, but for the occurrence of the relevant Early Termination Date, have been required after that date (the "Close-out Amount"), which amount of losses or costs or amount of gains may be expressed in Fiat Currency or Cryptocurrency. Each Close-out Amount will be determined by HT in good faith and in a commercially reasonable manner as described above.

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6. HT will determine in good faith and in a commercially reasonable manner the amount equal to (a) the sum of (i) the Close-out Amounts determined in accordance with Clause 3.5 plus (ii) any unpaid amount owing to HT under Clause 3.4 minus (b) any unpaid amount owing to Counterparty under Clause 3.4, such amount being denominated in any Fiat Currency or Cryptocurrency (the “Early Termination Amount”).

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7. If the Early Termination Amount is a positive number, the Counterparty shall pay it to HT; if it is a negative number, HT shall pay the absolute value of the Early Termination Amount to the Counterparty. The Parties agree that the amounts recoverable under this Clause 3 are a reasonable pre-estimate of loss and not a penalty. Such amounts are payable for the loss of bargain and the loss of protection against future risks and, except as otherwise provided in this Agreement, neither Party will be entitled to recover any additional damages as a consequence of such losses.

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8. This Master Agreement is subject to and contingent upon the Counterparty having completed HT’s onboarding process to the satisfaction of HT and HT being satisfied in its sole discretion with the compliance with all relevant laws and regulations, including without limitation all anti-money laundering, sanctions and countering the financing of terrorism regulations (“AML/CFT Requirements”), and HT reserves the right to terminate this Master Agreement or any Accepted Order at any time if, at any time, it has reason to believe that the entry into or any transaction contemplated under this Master Agreement will be non-compliant with any AML/CFT Requirements and HT shall not be held liable to the Counterparty for its non-performance of its obligations in this Master Agreement or any Accepted Order.  In addition, if (x) HT is notified by any regulatory authority that any obligation of HT under  this Agreement, including any obligation to receive a payment of any amount or delivery of any Cryptocurrency, is in violation of, or not permitted under, Applicable Law; or (y) any obligation of HT under this Agreement violates Applicable Law, or the performance of which would cause HT to be in violation of Applicable Law, then HT shall have the right, by notice to the Counterparty, to terminate this Agreement and the Transactions entered into between the Parties hereunder.

4. ORDER

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1. Any Party (“Offeror”) may at any time during the Term deliver to the other Party (“Offeree”) a sales order (“Sales Order”) for the purpose of offering to sell Relevant Cryptocurrency, a purchase order (“Purchase Order”) for the purpose of offering to purchase Relevant Cryptocurrency or an order for the purpose of offering to purchase or sell Relevant Cryptocurrency on a forward basis (“Forward Order”). The Order shall only be delivered in writing or verbally (if and only if it is being recorded by HT), through a Recognised Communication Channel, and include the following:

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1. full name of Offeree and Offeror;

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2. the type of Cryptocurrency (“Relevant Cryptocurrency”) to sell and/or to purchase;

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3. the total number of units of Relevant Cryptocurrencies to sell and/or to purchase; 

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4. the price per unit of Relevant Cryptocurrency (measured by reference to Stablecoins or by reference to another Cryptocurrency) being sold and/or being purchased;

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5. the type of Order (whether the Offeror acts as seller or purchaser);

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6. the expiry time (if any) of the Order (for the avoidance of doubt, if no expiry time is specified, then the Order shall remain valid for acceptance until expressly canceled by the Offeror through a Recognised Communication Channel); 

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7. in the case of a Forward Order, the proposed Settlement Date; and

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8. any other conditions attached to the Order, as an example, including but not limited to setting limit for any maximum or minimum average price per unit or any maximum or minimum order volume.

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Each Order may only be accepted within the time (e.g. 30 seconds) as may be set out in the Order by the Offeror (for the avoidance of doubts, if no time is expressly defined or mentioned, the Order will be considered as valid for acceptance until it is being explicitly cancelled by the Offeror or rejected by the Offeree through a Recognised Communication Channel) (“Acceptance Window”).

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If the Offeror submits multiple Orders, each and every Order shall be considered valid unless explicitly cancelled through a Recognised Communication Channel. For clarity, if a client submits multiple Orders, the subsequent Orders should not be considered as an amendment or replacement of the prior Orders unless explicitly specified.

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2. The Offeree may accept an Order only by confirmation of acceptance in writing (for the avoidance of doubts, using the words such as ‘accepted’, ‘agreed’, ‘completed’, ‘done’ or other synonyms in responding to an Order would be deemed as ‘confirmation of acceptance’) through a Recognised Communication Channel within the Acceptance Window ("Due Acceptance”), provided that the Offeror who deliver the Order may withdraw the Order through a Recognised Communication at any time prior to the Due Acceptance by the Offeree. Once the Due Acceptance is made by the Offeree, the Order will be deemed to become an accepted Order (“Accepted Order”) and a binding irrevocable transaction between the Offeror and the Offeree will be deemed to have been executed at the time of Due Acceptance, on the terms set forth in the Accepted Order, subject to Clause 4.3 and 4.4 below. The Accepted Order shall be final, irrevocable and binding on the Parties, subject to Clause 4.3 and 4.4 below and/or to mutual agreement in writing by the Parties to amend or terminate the Accepted Order.

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3. Notwithstanding any Accepted Order being made, if HT reasonably determines that (i) an Accepted Order contained an obvious and unmistakably apparent error with respect to the price or amount of Cryptocurrency set forth therein or missing any material terms as set out in Clause 4.1 (a) to (g), (ii) performance of the Accepted Order will be or will become non-compliant with any AML/CFT Requirements or applicable law and regulations, (iii) any Force Majeure Events has occurred or threatened to occur, or (iv) any extreme or abnormal market conditions exist or are imminent, then HT shall have the sole discretionary right to cancel or suspend the Accepted Order by delivering a notice to Counterparty, via Recognised Communication Channels. For the avoidance of doubt and only in respect of Clause 4.3(i) above, HT’s right to cancel or suspend any Accepted Order in this Clause shall be exercised within a reasonable time after the Due Acceptance by the Offeree . For further clarity, there is no time restriction on HT to exercise its rights under Clause 4.3(ii), (iii) and (iv).

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4. Counterparty may, after the making of any Accepted Order, inquire about the execution status of that Accepted Order through a Recognised Communication Channel.  If a portion, and not all, of the Accepted Order has been filled, HT may, in its sole discretion with no obligation to do so, upon the Counterparty’s request through a Recognised Communication Channel, cancel that portion of the Accepted Order that has not yet been filled. 

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5. The terms of use of communications through the Recognised Communication Channels are set out in Schedule B.

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6. The Parties agree that HT shall have the right (but not obligation) to record all telephone calls or any other means of communication via any Recognised Communication Channels relating to this Agreement, the Order and the Accepted Order and all transactions contemplated thereunder.  The Parties agree to accept such recordings and transcripts of such recordings by HT as supporting evidence in any actions, proceedings or disputes between the Parties.  HT may, upon the Counterparty’s written request via a Recognised Communication Channels, provide a copy of such recordings or transcripts to the Counterparty, subject to availability of such recordings and transcripts and the Counterparty shall bear all relevant costs and expenses. For clarity, HT shall not have any obligation to maintain or provide to the Counterparty any copies of such recordings and transcripts unless otherwise required by the applicable law or court order.

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7. After an Accepted Order is concluded, HT shall provide, by email or other means of communication as HT sees fit, the Counterparty a confirmation to record the terms of the transaction under the Accepted Order (a “Confirmation”). The Confirmation may include the information set out in Clause 4.1 (a) to (g) above, the date and time of conclusion of the Accepted Order, the settlement addresses or accounts of the Offeror and the Offeree, and the relevant Settlement Date; provided that Confirmations may be in any form that HT deems appropriate and shall in all cases prevail over the terms of this Agreement and any Order in the event of any conflict or inconsistency between the terms of this Agreement and/or any Order and such Confirmation. The contents of the Confirmation may contain Confidential Information that is private, confidential and privileged, intended only for the Counterparty. The failure by HT to issue a  Confirmation shall not prejudice nor invalidate the terms of any Transaction. Counterparty shall be deemed to have agreed to the terms of any Confirmation if Counterparty has not notified HT of any ambiguity or error in the Confirmation within four (4) hours of receipt of the Confirmation.

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8. Unless specifically contemplated by an Order, this Master Agreement shall not be construed to include in the Relevant Cryptocurrency any additional cryptocurrencies resulting from a Fork that occurs prior to the Settlement Date. For the purpose of this Clause, “Fork” shall mean a change to the protocol of a given cryptocurrency wherein a permanent divergence in the blockchain results in two or more versions of a single cryptocurrency, or an airdrop or any other event which results in the creation of a new token/cryptocurrency.

5. SALE AND PURCHASE OBLIGATIONS; FORWARDS; MARGIN

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1. Upon or after Due Acceptance of a Sales Order or a Purchase Order, the Counterparty shall immediately on the Settlement Date:

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1. in the event that the Counterparty is the purchaser of the Relevant Cryptocurrency in respect of the relevant Accepted Order, deliver the relevant Total Price to the Collection Account of HT, provided that:

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1. if the Total Price is due to be settled in Fiat Funds as stated in the Accepted Order, the Total Price shall be paid in immediately available cleared and unencumbered Fiat Funds (increased as may be necessary to pay any applicable bank or remittance charges) by electronic transfer to the Collection Account of HT; and

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2. if the Total Price is due to be settled in Cryptocurrency (including Stablecoins) as stated in the Accepted Order, the Total Price shall be paid in immediately available cleared and unencumbered Cryptocurrency on the applicable Cryptocurrency Network.

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Notwithstanding the above, upon Due Acceptance of the Purchase Order or Sales Order (as applicable) by HT, HT is authorised and entitled to set off or net, without further notice or consent, the Total Price against any amounts (whether in Stablecoins or Cryptocurrency (as the case may be) previously transferred to HT (including but not limited to the Pre-funding) or owed by HT to the Counterparty, whereupon HT shall have full title and ownership to the Total Price (whether in Stablecoins or Cryptocurrency (as the case may be)).

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2. in the event that the Counterparty is the seller of the Relevant Cryptocurrency in respect of the relevant Accepted Order (other than a Forward Order), transfer and deliver the immediately available cleared and unencumbered Relevant Cryptocurrency under the applicable Accepted Order on the applicable Cryptocurrency Network to the Collection Account of HT.

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Notwithstanding the above, upon Due Acceptance of the Purchase Order or Sales Order (as applicable) by HT, HT is authorised and entitled to transfer to itself, without further notice or consent, the Relevant Cryptocurrency out of any Cryptocurrency previously transferred to HT (including but not limited to the Pre-funding) or owed by HT to the Counterparty, whereupon HT shall have full title and ownership to the Relevant Cryptocurrency. 

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2. Upon Due Acceptance of a Purchase Order or Sales Order, and conditional upon the Counterparty having fulfilled (or unless otherwise waived by HT in writing) in full its obligations in Clause 5.1 (a) and/(b) (as the case may be) on the Settlement Date to the satisfaction of HT, HT shall immediately thereafter (or on such other date as the Parties otherwise agreed in writing):

‍

1. in the event that HT is the purchaser of the Relevant Cryptocurrency in respect of the relevant Accepted Order, transfer and deliver the relevant Total Price to the Collection Account of the Counterparty, provided that:

‍

1. if the Total Price is due to be settled in Fiat Funds as stated in the Accepted Order, the Total Price shall be paid in immediately available cleared and unencumbered Fiat Funds (net of any bank or remittance charges) by electronic transfer to the Collection Account of the Counterparty, conditional upon the satisfaction of Clause 5.11 to the satisfaction of HT; and

‍

2. if the Total Price is due to be settled in Cryptocurrency as stated in the Accepted Order, the Total Price shall be paid in immediately available cleared and unencumbered Cryptocurrency on the applicable Cryptocurrency Network; and

‍

2. in the event that HT is the seller of the Relevant Cryptocurrency in respect of the relevant Accepted Order (other than a Forward Order), transfer and deliver the immediately available cleared and unencumbered Relevant Cryptocurrency under the applicable Accepted Order on the applicable Cryptocurrency Network to the Collection Account of the Counterparty.

‍

3. In respect of any Accepted Order (other than a Forward Order), in the event that the Counterparty does not satisfy and comply with Clause 5.1 in all respects by the Settlement Date, without prejudice to any other rights or remedies available and the Default Interest applying as per Clause 5.4 below, HT may in its sole and absolute discretion:

‍

1. waive the requirements under Clause 5.1 in respect of such Accepted Order;

‍

2. defer the Settlement Date to a date as HT and the Counterparty may agree in writing (and so that the provisions of this Clause 5 shall apply to such completion as so deferred but without prejudice to HT rights and remedies hereunder including but not limited to the entitlement to the Default Interest);

‍

3. effect completion of such Accepted Order so far as practicable having regard to the defaults which have occurred (without prejudice to HT rights and remedies hereunder);

‍

4. not effect completion of such Accepted Order (without prejudice to HT  rights and remedies hereunder); or

‍

5. terminate the Accepted Order, save for the Surviving Clauses and without prejudice to HT rights and remedies hereunder.

‍

4. Without prejudice to Clause 5.3 and any other remedies available, in the event that the Counterparty does not satisfy and comply with Clause 5.1 or 5.12 (as applicable) in all respects by the Settlement Date and fails to remedy or rectify, to the satisfaction of HT, the breach or non-compliance within one (1) day after the original Settlement Date, the Counterparty shall, to the fullest extent permitted by law, pay a default interest (“Default Interest”) on such unpaid amount (whether in relation to the Total Price or Relevant Cryptocurrency) from the original Settlement Date to the date that the Counterparty having fulfilled to the satisfaction of HT (or otherwise waived by HT) all of the Counterparty’s obligations under Clause 5.1 at a rate equals to the average effective federal funds rate as quoted and published by the Federal Reserve Bank of New York on its website of the five (5) consecutive Business Days preceding the Settlement Date plus 10% per annum (provided if the rate exceeds the maximum rate permitted by the applicable law, the maximum rate permitted by the applicable law shall prevail). Such Default Interest shall be calculated by HT on the normal basis for the currency concerned on a daily basis and shall be payable on demand. The Default Interest is not a penalty but instead is intended by the Parties to be, and shall be deemed, liquidated damages which reflects the estimated loss to HT of being deprived of the use of the Total Price or Relevant Cryptocurrency.

‍

5. For each Purchase Order or Sales Order, Counterparty shall, unless otherwise agreed by HT to waive the Pre-funding requirement, before delivering or accepting any Order, transfer or deliver available, cleared and unencumbered Cryptocurrency via the applicable Cryptocurrency Network and/or available, cleared and unencumbered Fiat Funds by electronic transfer (as the case may be) (the “Pre-funding”) sufficient to settle the relevant Total Price or Relevant Cryptocurrency to the Collection Account of HT. For the avoidance of doubts, any Pre-funding paid or delivered to HT (a) will occur by way of title transfer meaning that Counterparty will convey the Pre-funding to HT and HT will become the full owner of the Pre-funding, (b) the Pre-funding will not be held by HT on trust for or on the account of the Counterparty, and (c) HT’s obligation to the Counterparty in relation to such Pre-funding will be a contractual obligation to return to Counterparty an equivalent amount of Pre-funding if HT determines such Pre-funding is no longer required.

‍

6. The Counterparty shall have the right to request for a refund or withdrawal of the Pre-funding by written notice through a Recognised Communication Channel to HT (“Withdrawal Request”), and HT shall return the Pre-funding to the Counterparty’s Collection Account as soon as reasonably possible upon receipt of the Withdrawal Request, provided that HT shall have right to refuse or delay any refund or withdrawal or allow only partial refund of the Pre-funding if HT reasonably considers that (i) the Counterparty does not have sufficient funds (whether in fiat currency or Cryptocurrency) to settle any Orders or Accepted Orders; (ii) HT has obligation to withhold the Pre-funding in accordance with the applicable laws, regulations, rules, orders, warrants or government investigations; (iii) returning of the Pre-funding or complying with the Withdrawal Request will have deemed HT to breach or put HT at risk of breaching any applicable laws, regulations, rules, orders or warrants; or (iv) there is outstanding amount due from the Counterparty to HT. 

‍

7. The Counterparty agrees, acknowledges, undertakes and warrants to HT that:

‍

1. any Pre-funding paid or delivered to HT (a) will occur by way of title transfer meaning that Counterparty will convey the Pre-funding to HT and HT will become the full owner of the Pre-funding, (b) the Pre-funding will not be held by HT on trust for, or on the account of the Counterparty, and (c) HT’s obligation to the Counterparty in relation to such Pre-funding will be a contractual obligation to return to Counterparty an equivalent amount of Pre-funding if HT determines such Pre-funding is no longer required;

‍

2. no interest, dividends or any additional payment in relation to the Pre-funding will be accrued, distributed or paid out to the Counterparty;

‍

3. HT may at any time and at its sole discretion (but not obligation) return the Pre-funding to the Counterparty’s Collection Account if (i) it has reason to believe that maintaining the Pre-funding will be at risk of non-compliance with any applicable laws and regulations (including but not limited to the AML/CFT Requirements) or due to any other unexpected events that would prevent HT from keeping the Pre-funding or performing its obligations in this Agreement, (ii) no Accepted Order has been concluded within five (5) days after the date of receipt of the Pre-funding; or (iii) for any other reasons as HT sees fit;

‍

4. the funds used by the Counterparty to pay the Pre-funding were legally and lawfully acquired by the Counterparty which shall not violate any applicable laws or regulations including without limitation to applicable anti-money laundering laws;

‍

5. at all times comply with all laws and regulations applicable to its respective businesses and jurisdictions, including but not limited to, laws relating to prevention of money laundering, suspicious transaction, AML/CTF and KYC obligations (including any future obligations that may be imposed by laws or regulations, to know its customers, their source and use of funds and/or digital assets, and to monitor for and identify suspicious activity), regulatory filings; and

‍

6. provide without delay the documentary evidence obtained in the course of carrying out client due diligence measures upon request from overseas or local regulators or otherwise as reasonably required by HT.

‍

8. Save as otherwise set out herein or otherwise expressly agreed by HT, payments or transfers to be made or payable by the Counterparty to HT under an Accepted Order or pursuant to the Pre-funding requirement as set out in Clause 5.5 above are not subject to any set off or netting against any other amounts due from HT to the Counterparty.

‍

9. Each payment of any amount owing hereunder shall be for the full amount due, without reduction, withholding or offset for any reason (including, without limitation, any exchange charges, bank transfer charges, any other fees, other than pursuant to any applicable withholding tax obligations).

‍

10. Save and except for the purpose set out in Clause 5.11, HT does not accept or receive any fiat currency transfer from the Counterparty.

‍

11. HT may accept fiat currency (“Fiat Funds”) transfer from the Counterparty (“Fiat Transfer”) subject to the following:

‍

1. the Fiat Funds currency that HT would accept is only limited to United States Dollars or such other currency as HT may agree to accept from time to time; 

‍

2. the sole purpose of the Fiat Funds is to purchase Cryptocurrency in accordance with this Agreement;

‍

3. any Fiat Funds under a Fiat Transfer shall be legally and lawfully acquired by the Counterparty which shall not violate any applicable laws or regulations including without limitation to AML/CFT Requirements;

‍

4. any Fiat Funds under a Fiat Transfer shall be transferred by the Counterparty via electronic transfer from a bank account owned by, and on the name of, the Counterparty constituting a Collection Account of the Counterparty;

‍

5. if the transfer of any Fiat Funds by HT to any Collection Account of Counterparty is refused by any relevant financial institution, then HT may, in its sole discretion, upon HT’s receipt of the returned funds, convert those funds to USDC (or another USD based Stablecoin selected by HT), and transfer such USD or other USD based Stablecoin to an address for receipt of such Stablecoins which is a Collection Account of Counterparty (net of all applicable fees and charges, including, for the avoidance of doubt, all fees applicable to the purchase of Stablecoins under this Agreement); and

‍

6. HT shall have sole discretion to reject all or any Fiat Transfer, and (if Fiat Funds have been transferred to HT) return the Fiat Funds to the Collection Account of the Counterparty with or without cause at any time.

‍

12. On each Settlement Date for a Forward, no later than 5:00 am (Atlantic Standard Time):

‍

1. if the relevant Confirmation specifies that “Physical Settlement” is applicable:

‍

1. if HT is the purchaser of Cryptocurrency under the Forward, the Counterparty shall transfer the relevant Cryptocurrency, cleared and unencumbered, on the applicable Cryptocurrency Network, to the Collection Account of HT whereupon HT shall, as soon as practicable but no later than twenty four (24) hours following confirmation of such transfer of Cryptocurrency to the Collection Account of HT, transfer the Total Price to the Collection Account of the Counterparty; or

‍

2. if the Counterparty is the purchaser of Cryptocurrency under the Forward, the Counterparty shall transfer the Total Price to the Collection Account of HT (in cleared and unencumbered Cryptocurrency on the applicable Cryptocurrency Network or cleared and unencumbered Fiat Funds by electronic transfer, as applicable) whereupon HT shall, as soon as practicable, but no later than twenty four (24) hours following confirmation of the transfer of the Total Price to the Collection Account of HT, transfer the relevant Cryptocurrency to the Counterparty’s Collection Account. 

‍

2. if the relevant Confirmation specifies that “Cash or Other Cryptocurrency Settlement” is applicable, the buyer or seller of the relevant Cryptocurrency, as applicable, shall pay or transfer the Cash or Other Digital Asset Settlement Amount (as defined in and determined in accordance with the relevant Confirmation) to the other Party’s Collection Account (in cleared and unencumbered Cryptocurrency on the applicable Cryptocurrency Network or cleared and unencumbered Fiat Funds by electronic transfer, as applicable).

‍

13. HT may, at its sole option, by notice to the Counterparty, require Eligible Collateral from the Counterparty in respect of any Forward.  Upon delivery by HT of such notice, Counterparty shall be obliged to pay or deliver Eligible Collateral to HT in accordance with the terms of this Clause.

‍

14. The amount of Eligible Collateral required to be transferred by Counterparty to HT in respect of any Forward (“Margin”), shall be determined by HT, acting in a commercially reasonable manner, in its sole and unfettered discretion or as otherwise agreed between the Parties.  One demand for Margin from the Counterparty shall not restrict HT from making further calls for Margin. The Counterparty is responsible for ensuring arrangements are in place at all times to pay or transfer the relevant amount of Margin with respect to a Margin Call Notification (as defined below).

‍

15. Except for Forwards that have been fully paid by the Counterparty, the Counterparty agrees to transfer Margin (including, without limitation, any liability for initial, original, variation and maintenance Margin together with any additional Margin) upon notification of a Margin call  (each, a “Margin Call Notification”) by HT in accordance with this Agreement.  

‍

16. A Margin Call Notification shall be deemed to have been validly given by HT to Counterparty upon delivery by HT of such Margin Call Notification through a Recognised Communication Channel. 

‍

17. No later than twenty four (24) hours after receipt by Counterparty of a Margin Call Notification, the Counterparty shall pay or transfer the required Margin specified in that Margin Call Notification.

‍

18. If HT determines that additional Margin is required, the Counterparty agrees to pay or transfer such additional Margin upon demand and no later than twenty four (24) hours after receipt by Counterparty of each subsequent Margin Call Notification.

‍

19. HT may determine the value of any Margin which has been paid or transferred to HT or which is payable or transferrable to HT pursuant to a Margin Call Notification, in its absolute discretion, and may revalue such Margin from time to time, by such means as it, in its discretion, considers appropriate, acting in a commercially reasonable manner.  For the purposes of this Clause, the value of Margin paid or transferred to HT or which is payable or transferrable to HT pursuant to a Margin Call Notification shall be its USD value as of the time HT determines such value.

‍

20. When HT receives Margin from Counterparty, or from a third party on Counterparty’s behalf, Counterparty agrees that full ownership of such Margin is transferred to HT on a title transfer basis. The Counterparty agrees that all right, title, and interest in and to any Margin which Counterparty transfers to HT shall vest in HT free and clear of any Encumbrances or any other claim or interest Counterparty or any third party may have. The Counterparty acknowledges that the Margin HT receives from the Counterparty will not be segregated from HT’s own assets and that HT is permitted to deal with such Margin as HT’s own. In the event of HT’s default, Counterparty will rank as an unsecured creditor of HT’s for return of such Margin pursuant to this Agreement.

‍

21. Nothing in this Agreement is intended to create or does create in HT’s favour any mortgage, charge, lien, pledge, encumbrance or other security interest in cash or any property transferred by Counterparty to HT in accordance with this Agreement.

‍

22. Subject to HT’s rights under this Agreement and the Confirmations, with respect to Margin, HT shall have a contractual obligation only to pay or transfer an equivalent amount of cash and/or Cryptocurrency to the Counterparty when HT determines, in its sole discretion, that (i) such cash and/or Cryptocurrency are no longer required as Margin in relation to any present, future or contemplated Transactions and/or (ii) there are no obligations of Counterparty outstanding under any Transaction or other liabilities of Counterparty under this Agreement.

6. REPRESENTATION AND WARRANTIES

‍

1. Each Party hereby represents and warrants to the other Party, as of the date hereof and on each Settlement Date, that:

‍

1. it is duly organised and validly existing and in good standing under the laws of its place of incorporation or, (if the Party is an individual or acting as a sole proprietorship or a partnership) the Party and each of the partners of the Party (if applicable) is of the age of majority and is not an undischarged bankrupt;

‍

2. it has full capacity, power and authority to execute and deliver and perform all of its obligations under this Master Agreement and any other agreements to be executed by it hereunder and to consummate the transactions contemplated hereby and thereby;

‍

3. all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order (i) to enable it lawfully to enter into, exercise its rights and perform or comply with its obligations under, this Master Agreement and any other agreements to be executed by it hereunder and to consummate the transactions contemplated hereby and thereby and (ii) to ensure that those obligations are legally binding and enforceable have been taken, fulfilled and done;

‍

4. this Master Agreement and any other agreements and instruments of it contemplated hereby shall be the legal, valid and binding agreement of it, enforceable against it in accordance with their terms;

‍

5. the execution, delivery and performance of this Master Agreement by it will not conflict with its constitution or any law, order, judgment, decree, rule or regulation of any court, arbitral, tribunal or government agency, or any agreement, instrument or indenture to which it or any of its related corporations is a party or by which it is bound;

‍

6. neither it, nor any Person who controls it or any Person for whom it is acting as an agent or nominee, as applicable (1) bears a name that appears on the List of Specially Designated Nationals and Blocked Persons or Sanctions-related list of sanctioned Persons maintained by OFAC or the U.S. Department of State, by the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom from time to time; (2) is a Foreign Shell Bank; or (3) resides in or whose funds or Cryptocurrency are transferred from or through an account in a Non-Cooperative Jurisdiction or a Sanctioned Jurisdiction;

‍

7. no proceedings have been commenced or are pending for the bankruptcy, winding up, liquidation or reorganisation of it and it is not insolvent;

‍

8. it has not been the subject of any civil, criminal, arbitration, administrative or other proceeding or government investigations involving a default on its part, and to the best of its knowledge, no fact or circumstance exists which might give rise to such proceedings or investigations; and

‍

9. with respect to any Relevant Cryptocurrency to be sold or transferred by it to the Counterparty under any Accepted Order, it is the lawful owner of such Relevant Cryptocurrency with good and marketable title thereto, and it has the absolute right to sell, assign, convey, transfer and deliver such Relevant Cryptocurrency and such Relevant Cryptocurrency are free and clear of any and all Encumbrances.

‍

2. The Counterparty hereby further represents and warrants to HT, as of the date hereof and on each Settlement Date, that:

‍

1. all statements and information provided by the Counterparty are true, complete and correct and that no material fact has been wilfully withheld;

‍

2. it has fully complied with all applicable laws or regulations of all relevant jurisdictions in connection with the source of funds or Cryptocurrency used or to be used for the settlement of any Accepted Order, and the Counterparty will not, by reason of acceptance and receipt of such proceeds, be in breach of any applicable law or regulation of any relevant jurisdiction, including but not limited to anti-money laundering laws;

‍

3. all transactions contemplated under Accepted Orders are for Counterpart’s own account as principal and not as trustee or otherwise on behalf of any other person. If the Counterparty acts on behalf of someone else, HT will not accept that person as an indirect customer;

‍

4. the Counterparty is qualified and acknowledge and agree to be treated as professional investors pursuant to the Securities and Futures Ordinance (Cap 571 of the laws of Hong Kong) or the Securities and Futures (Professional Investor Rules) (Cap 571D of the laws of Hong Kong), or as institutional investors or accredited investors (where applicable) pursuant to the Securities and Futures Act (Cap. 289 of the laws of Singapore) (as the case may be); and

‍

5. the Counterparty is the legal and beneficial owner of each of its Collection Accounts, and each of its Collection Accounts is owned and operated solely for the benefit of the Counterparty, and no Person, other than the Counterparty, has any right, title or interest in its Collection Accounts; and it is the legal and beneficial owner of each of its Collection Accounts, and each of its Collection Accounts is owned and operated solely for its benefit, and no person other than it has any right, title or interest in its Collection Accounts.

‍

3. The Counterparty agrees, understands and acknowledges that:

‍

1. HT reserves the right to reject or delay executing any Instruction from the Counterparty if any such Instruction is, in its sole determination, unclear, conflicting, incorrect, incomplete, in an unapproved format, unauthorised, fraudulent or not otherwise authentic, or in breach of (or may breach) any of the security procedures of HT and/or any applicable law or regulation;

‍

2. it shall provide HT at any time with all documents and information as required prior to the establishment of the account or from time to time, as HT considers appropriate (including but not limited to the Counterparty shall make available to HT, within 7 calendar days of HT’s request, all updated financial information, which fairly represents the Counterparty’s financial condition on the dates and for the periods covered by such information);

‍

3. the Relevant Cryptocurrency will be created and delivered to the Counterparty at the sole risk of the Counterparty on an “as is” basis and no representation or warranty is made in respect of the Cryptocurrency Network applicable to the Relevant Cryptocurrency;

‍

4. any quote or order prices of any Relevant Cryptocurrency provided by HT need not be quoted or linked to any exchange market, and it needs not represent and may be difficult or impossible to determine a fair or market price, the Counterparty shall familiarise itself with the applicable rules and attendant risks before the Counterparty undertakes such transactions;

‍

5. the Relevant Cryptocurrency involve significant risks, all of which the Counterparty fully and completely acknowledges and assumes, including, but not limited to, the risk that the Relevant Cryptocurrency may decrease in value over time and/or lose all monetary value;

‍

6. the Counterparty acknowledges and accepts the risks set out in the Risk Disclosure Statement under Schedule C. The Counterparty agrees that HT shall not be responsible for and the Counterparty shall not hold HT liable for any damages, remedy, refund or compensation in respect of any loss incurred by the Counterparty, regardless of such loss being direct, indirect or incidental, arising from such risks and there may be no remedies available to the Counterparty as a result;

‍

7. no governmental authority has passed on or made any recommendation or endorsement of this Master Agreement, Accepted Orders or the fairness or suitability of the investment in the Relevant Cryptocurrency, nor has any governmental authority passed upon or endorsed the merits of any offer of Relevant Cryptocurrency under any Accepted Order;

‍

8. the Counterparty bears sole responsibility for any taxes as a result of the matters and transactions that are the subject of this Master Agreement, Accepted Orders, and any future acquisition, ownership, use, sale or other disposition of any Relevant Cryptocurrency pursuant to any Accepted Orders (each a “relevant matter”) held by or on behalf of the Counterparty. To the extent permitted by law, the Counterparty agrees to indemnify, defend and hold HT and any of its affiliates, employees, officers or agents (including developers, auditors, contractors or founders) harmless on an after-tax basis for any claim, liability, assessment or penalty with respect to any taxes associated with or arising from any relevant matter;

‍

9. HT engages in the purchase and sale of Cryptocurrency, including any such transaction contemplated by this Agreement, solely on a proprietary basis for investment purposes for its own account and each HT and Counterparty transacts in their capacity as principals and not agents;

‍

10. if HT transacts with the Counterparty it does so solely on a bilateral basis;

‍

11. HT is not providing and will not provide any fiduciary, advisory, exchange or other similar services with respect to the Counterparty, any person related to or affiliated with the Counterparty, or any transaction subject to this Master Agreement;

‍

12. the Counterparty authorises and grants HT the irrevocable consent to make the necessary checks and enquiries on the Counterparty, and obtain from and/or verify with any source and/or disclose or release any information and/or data on the Counterparty to any party or source as HT, may from time to time, deem fit or appropriate, without any liabilities or notice to the Counterparty;

‍

13. HT has the sole discretion to reject the proposed appointment of the Authorised Person of the Counterparty without assigning any reason;

‍

14. if any of the representation, warranties or covenants given by the Counterparty ceases to be true or if HT no longer reasonably believes that it has satisfactory evidence as to their truth, HT make take steps to terminate this Master Agreement in accordance with Clause 3 above, report and disclose the identity of the Counterparty to the relevant government authority and the Counterparty shall not have any claims against HT for any form of damages or losses suffered by the Counterparty due to this termination;

‍

15. all risk of unauthorised instructions, forgery, fraud, misunderstandings, errors and operation failure shall lie solely with the Counterparty;

‍

16. HT shall be indemnified from and against any and all losses resulting directly or indirectly from and against all claims or losses to the extent any claim or loss is based on (a) the breach of any representation, warranty or covenant of this Master Agreement by the Counterparty or caused by the Counterparty fraud, wilful misconduct or gross negligence; or (b) any communication and/or Instructions issued or purported to be issued by the Counterparty or any of its Authorised Person;

17. HT shall not be held responsible for any non-performance or delay of any of its obligations arising directly or indirectly from any Force Majeure Event; and

‍

18. the Counterparty further agrees, represents and warrants that the Counterparty is solely responsible for any decision to enter into a transaction subject to this Master Agreement, including the evaluation of any and all risks related to any such transaction and in entering into any such transaction, the Counterparty has not relied on any statement or other representation of HT other than as expressly set forth herein.

7. CONFIDENTIALITY

‍

1. Each Party undertakes that it shall (except with the prior written consent of the other Party):

‍

1. not make or issue, nor permit the making or issuing of, any announcement concerning the existence or provisions of this Master Agreement or all documents entered into pursuant to or in connection with this Master Agreement; and

‍

2. treat as strictly confidential and not disclose any Confidential Information of the other Party received or obtained as a result of entering into this Master Agreement (or any agreement entered into, pursuant to or in connection with this Master Agreement),

‍

provided that HT may use or disclose the Confidential Information of the Counterparty for market research, business or data analysis or any other activities necessary for its business operation.

‍

2. The confidentiality obligations under Clause 7.1 shall not apply to any information:

‍

1. which is in, or becomes available in, the public domain without breach of this Clause 7;

‍

2. which is required to be disclosed pursuant to any Applicable Laws, provided that the disclosing Party shall, as far as legally permissible and to the extent practicable, inform the other Party in advance of the disclosure to be made, to provide the other Party with the reasonable opportunity to contest such disclosure and to consult with the other Party as to the form, timing, content and manner of such disclosure, and the disclosing Party shall take into account the reasonable comments of the other Party when making such disclosure; and

‍

3. which is disclosed by a Party to its related corporations, shareholders, affiliates or any of its respective (including prospective) officers, directors, employees, bankers, financiers, financial advisers, consultants and legal or other advisers on a need-to-know basis and solely for the purpose of the subject matter of this Master Agreement, and provided that such disclosure is on the basis that such recipients of the information agree to comply with this Clause.

‍

3. HT may collect, use and/or Process Personal Data relating to the Counterparty for the purposes of, inter alia, performance of its obligations under this Master Agreement, compliance with any applicable laws, regulations, codes of practice, guidelines, or rules or to assist in law enforcement and investigations conducted by any governmental and/or regulatory authority, any other purposes for which the information has been provided for, and any other incidental business purposes related to or in connection with the foregoing.

‍

4. HT may disclose and/or transfer such Personal Data, including transfer to foreign jurisdictions outside of Saint Vincent and the Grenadines for the purposes of, inter alia, performance of its obligations under this Master Agreement, compliance with any applicable laws, regulations, codes of practice, guidelines, or rules or to assist in law enforcement and investigations conducted by any governmental and/or regulatory authority, any other purposes for which the information has been provided for, and any other incidental business purposes related to or in connection with the foregoing. Such Personal Data to be transferred to foreign jurisdictions outside of Saint Vincent and the Grenadines shall be protected at a standard in accordance with Applicable Laws and shall procure the same written undertaking from any third party overseas (if applicable).

‍

5. The Counterparty shall have the right of access to such Personal Data that is in possession or control of HT as prescribed by Applicable Laws.

‍

6. HT may retain such Personal Data as may be necessary or desirable to comply with Applicable Laws, and for such period of time as may be reasonably required by HT in accordance with the relevant circumstances, including where required, with third parties appointed by HT under formal agreements to act as custodians of such Personal Data, or for Processing of the same by such third parties, in each case subject to confidential agreements under which HT shall exercise control and require standards as to safekeeping in accordance with Applicable Laws.

‍

7. HT reserves the rights to update its data protection arrangements including, without limitation, issuing of further notices, guidelines or policies as may be required by it or by law or as may be relevant from time to time. The Counterparty agrees to abide by such updates and, generally, where necessary, agrees to respond promptly to any request for further consents (whether by ad hoc request or by way of such updates) as to the use of such Personal Data as required by HT from time to time.

8. COMMUNICATIONS

‍

1. Each and every communication under this Master Agreement, except in relation to an Order or an Accepted Order (for which all communications shall be made through a Recognised Communication Channel), shall be in writing in the English language and delivered either by hand, post, electronic mail, or via the Recognised Communication Channel. Each communication or document to be delivered to a Party shall be sent to that Party at the physical or electronic mailing address (as the case may be) and marked for the attention of the person (if any), from time to time designated by that Party for the purpose of this Master Agreement as set out below in the case of HT and as submitted to and accepted by HT from Counterparty in the case of the Counterparty:

‍

Party

:

HT Markets (SVG) Limited

Address

:

P.O. Box 1510, Beachmont Kingstown, St. Vincent and the Grenadines

Attention

:

HT Markets Trading Execution Desk

E-mail

:

trade@hextrust.com and support@hextrust.com

‍

2. A demand, notice, or other communication made or given by a Party to another Party in accordance with this Clause 8 shall be effected and deemed to be duly served:

‍

1. if it is delivered by hand, when left at the address required by this Clause 8;

‍

2. if it is sent by prepaid post (air-mail, if international), three (3) Business Days after it is posted;

‍

3. if it is sent by electronic mail, at the time of transmission; or

‍

4. if it is sent via the Recognised Communication Channel, at the time of transmission.

‍

In proving such service it shall be sufficient to prove that delivery by hand was made, the envelope containing such notice or document was properly addressed and posted as a prepaid mail letter, the electronic mail indicates the transmission was successful, or there was receipt of an electronic confirmation or reply indicating that the electronic transmission was made.

9. MISCELLANEOUS

‍

1. Costs: Each Party will pay their own fees and expenses (including legal expenses) related to or arising out of any transactions under this Master Agreement.

‍

2. Illegality: The illegality, invalidity or unenforceability of any provision of this Master Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

‍

3. Further Assurance: Each Party shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary to give effect to the terms of this Master Agreement.

‍

4. Entire Agreement: This Master Agreement and any Accepted Order together shall constitute the entire agreement and understanding among the Parties relating to the subject matter contemplated herein, and supersede any previous or contemporaneous written or oral agreements or representations (whether written or oral) affecting the subject matter. Without limiting the generality of the foregoing, this Master Agreement supersedes and extinguishes in its entirety any previously executed master trading agreement however named between the Parties with respect to the subject matter of this Agreement.  Each Party acknowledges that it has not entered into this Master Agreement in reliance upon any representation, warranty or undertaking of any other Party which is not set out or referred to in this Master Agreement. Nothing in this Clause shall however operate to limit or exclude liability for fraud.

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5. Assignment: This Master Agreement shall be binding on and inure to the benefit of the Parties and their respective successors, heirs, personal representatives, and permitted assigns. The Counterparty may not assign or delegate its rights or obligations hereunder without the prior written consent of HT (consent not to be unreasonably withheld).

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6. Variations: No variation of this Master Agreement (or of any of the documents referred to in this Master Agreement) shall be valid unless it is in writing and signed by or on behalf of each Party. The expression "variation" shall include any amendment, supplement, deletion or replacement however effected. Unless expressly agreed, no variation shall constitute a general waiver of any provision of this Master Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Master Agreement which have already accrued up to the date of variation, and the rights and obligations of the Parties under or pursuant to this Master Agreement shall remain in full force and effect, except and only to the extent that they are so varied.

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7. Remedies and Waivers: Any release, waiver or compromise of any obligation or term under this Master Agreement shall be in writing and shall not be deemed to be a release, waiver or compromise of similar or any other obligations or terms in the future. No failure on the part of any Party to exercise, and no delay on its part in exercising, any right or remedy under this Master Agreement will operate as a release or waiver thereof, and any single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. Save as expressly provided otherwise, any right of termination conferred upon a Party shall be in addition to and without prejudice to all other rights, claims and remedies available to it and no exercise or failure to exercise such a right of termination shall constitute a waiver of any such other right, claim or remedy.

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8. Independent Advice: The Counterparty confirms that it has received independent legal and financial advice relating to all the matters provided for in this Master Agreement, including the provisions of this Clause, and agrees, having considered the terms of this Clause and this Master Agreement as a whole, that the provisions of this Clause are fair and reasonable.

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9. Cumulative Remedies: The rights and remedies conferred upon each Party under this Master Agreement shall be in addition, and without prejudice, to all other rights and remedies available to it at law, in equity, by statute or otherwise.

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10. Time of Essence: Any date, time or period mentioned in any provision of this Master Agreement may be extended by mutual agreement between the Parties but as regards any time, date or period originally fixed and not extended or any time, date or period so extended as aforesaid, time shall be of the essence.

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11. Surviving Clauses: Notwithstanding the termination of this Master Agreement, the Surviving Clauses shall continue to be binding and in effect unless mutually specifically terminated upon written notice.

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12. Counterparts: This Master Agreement and each Order may be signed or accepted by any number of counterparts, all of which taken together shall constitute one and the same instrument. Any Party may enter into this Master Agreement by and each Order signing or accepting any such counterpart and each counterpart shall be as valid and effectual as if executed as an original.

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13. Contracts (Right of Third Parties) Ordinance: A person who is not party to this Master Agreement has no rights under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce any provision of this Master Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from the said Act.

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14. Limitation of liability: 

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1. Neither Party shall be liable to the other Party whether in tort (including, without limitation, for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Master Agreement. 

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2. In no event shall HT, nor any of its officers, directors, employees, or agents, be responsible or liable for any losses incurred by Counterparty in connection with this Agreement, except to the extent that such losses arise directly as a result of the fraud, gross negligence, or wilful default of HT.  

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3. HT’s total aggregate liability (including, without limitation, in negligence, breach of statutory duty, misrepresentation, restitution or otherwise), arising out of or in connection with the performance or contemplated performance of this Master Agreement shall be limited in each instance to the direct losses incurred by the Counterparty and any such liability shall be reduced to the extent that Counterparty’s own negligence has contributed to such losses;

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4. Counterparty acknowledges that in order to perform its obligations under this Agreement, HT may engage the services of certain third-party platforms or providers that allow trading of Cryptocurrency. Counterparty further acknowledges that HT may, by Instruction of the Counterparty or otherwise, need to temporarily either (i) hold Counterparty Cryptocurrency in an account or wallet address in the name of HT or (ii) place Counterparty Cryptocurrency into the custody of such third-party platforms or providers to perform HT’s obligations hereunder. While HT will use commercially reasonable efforts to implement adequate security measures to protect Counterparty Cryptocurrency, or vet any such trading platform or provider for adequate security measures to protect Counterparty Cryptocurrency, Counterparty agrees that HT shall not be responsible for any loss of Counterparty Cryptocurrency that is outside of HT’s reasonable control (including but not limited to a hacking incident or security breach), regardless of how Counterparty Cryptocurrency are held. In the event Counterparty Cryptocurrency are held by a third-party platform or provider, Counterparty Cryptocurrency shall be deemed to have been lost where, through no fault of HT, such platform or provider does not return Cryptocurrency within ninety (90) days of a request made in writing by HT. In such cases, HT will have the right to transfer to Counterparty any claim or portion of a claim it has against such platform or provider as such claim relates to Counterparty’s Cryptocurrency. HT will execute any required paperwork to facilitate such transfer and thereafter Counterparty shall have no right of action against HT for the return of such Cryptocurrency; after such transfer HT will cooperate reasonably with Counterparty to sign any additional documents or provide any requested information to facilitate Counterparty’s claim.

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15. Governing Law: This Master Agreement (including the dispute resolution provisions under this Clause 9) shall be governed by, and construed in accordance with, the laws of Hong Kong, without giving effect to the principles of conflicts of law thereof.

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16. Dispute Resolution: Any dispute arising out of or in connection with this Master Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre ("HKIAC") in accordance with the arbitration rules of the Hong Kong International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause, save with the following exceptions to such rules, if in conflict:

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1. Each Party to the arbitration will pay an equal share of the expenses and fees of the arbitrator, administration fees and expenses, the costs of any expert appointed by the Tribunal and of any other assistance reasonably required by the Tribunal;

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2. Arbitration may proceed in the absence of any Party if written notice (pursuant to the HKIAC’s rules and regulations) of the proceedings has been given to such Party;

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3. Each Party shall bear its own attorneys’ fees and expenses;

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4. The Parties agree to abide by all decisions and awards rendered and that all such decisions and awards shall be final and conclusive;

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5. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity;

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6. Parties may not request the arbitral tribunal for the granting of an injunction or any other interim relief; and

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7. The seat and place of arbitration will be Hong Kong. The arbitral tribunal will consist of one (1) arbitrator to be appointed mutually by the Parties if they can both agree on the same individual or, in the absence of agreement between the Parties, to be appointed by the HKIAC President. The language of the arbitration will be English.

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[The remainder of the page is deliberately left blank]

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SCHEDULE A

CHANGES TO PARTICULARS OF THE COUNTERPARTY

Any change of the Counterparty’s Collection Accounts details shall be communicated and confirmed pursuant to the following procedure:

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(i) notified in writing by (if the Counterparty is an individual) the Counterparty himself/herself, or (if the Counterparty is a corporation) an Authorised Person of the Counterparty via Recognised Communication Channel to HT; and

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(ii) a test transaction of nominal amount (to be determined by HT) shall be sent by HT to the Counterparty’s Collection Account that is subject to change, and the same nominal amount shall be transferred back from the Counterparty’s Collection Account  to HT’s Collection Account as a proof of the said Counterparty’s Collection Account is valid and under the Counterparty’s control (“Whitelisted Counterparty’s Collection Account”). 

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The change(s) shall be effective and the Whitelisted Counterparty’s Collection Account shall be deemed to be authentic and duly authorised by the Counterparty subject to HT’s satisfaction of the fulfillment of (i) and (ii) above, and upon confirmation of no objection to or acceptance of the change(s) by HT in writing via email or Recognised Communication Channel. The written confirmation of the change(s) and the Whitelisted Counterparty’s Collection Account shall form an integral part of this Master Agreement. For the avoidance of doubts, upon the change(s) coming into effect, HT may use and rely on the Whitelisted Counterparty’s Collection Account to settle any Accepted Orders without liability on HT’s part.

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Any change of the composition or details of the Authorised Persons of the Counterparty shall be communicated and confirmed pursuant to the following procedure: 

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(i) notified in writing by (if the Counterparty is an individual) the Counterparty himself/herself, or (if the Counterparty is a corporation) the Counterparty’s authorised signatory of this Agreement or at least two (2) Authorised Persons of the Counterparty via Recognised Communication Channel to HT; and

(ii) in case of a change of Recognised Communication Channel details, a test message shall be sent by HT to the Counterparty via the proposed Recognised Communication Channel, and the Counterparty shall confirm receipt of HT’s test message by replying via the same proposed Recognised Communication Channel as a proof of the said Recognised Communication Channel is valid (“Whitelisted Recognised Communication Channel”). 

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The change(s) shall be effective and deemed to be authentic and duly authorised by the Counterparty subject to HT’s satisfaction of the fulfillment of (i) and, if applicable, (ii) above, and upon confirmation of no objection to or acceptance of the change(s) by HT in writing via email or Recognised Communication Channel. The written confirmation of the change(s) shall form an integral part of this Master Agreement. For the avoidance of doubts, upon the change(s) coming into effect, HT may communicate with or perform the Instructions provided according to the updated Authorised Persons and the updated Recognised Communication Channel of the Counterparty without liability on HT’s part.

SCHEDULE B

RECOGNISED COMMUNICATION CHANNELS

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RECOGNISED COMMUNICATION CHANNELS

Details

Messaging System / Applications

• EMAIL^# 

Group Email Address of HT: 

trade@hextrust.com, and support@hextrust.com

Email Address of Counterparty: 

As submitted to and accepted by HT from Counterparty

If no corporate group email is being specified, an email shall be sent to the email contacts of at least 2 Authorised Persons

• TELEGRAM^# 

Telegram group chat trading execution name: 

1- The name of the chat shall be notified by HT to Counterparty

Telegram group chat Administrator/s*:

Hex Trust Client Operations Team

    +852 7074 0400

    @hextrustsupport

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* only HT representatives can be chat administrators and any change of administrator set up shall be communicated via email or other Recognised Communication Channel.

# please check the appropriate box(es) to select the Recognised Communication Channel(s).

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Any change of Recognised Communication Channel shall be confirmed in writing by HT and notified in writing via a then existing Recognised Communication Channel. Upon the change(s) becoming effective, it shall form an integral and substantial part of this Master Agreement. 

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Terms of use of communications through the Recognised Communication Channels

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1. The Counterparty hereby irrevocably authorises HT and its officers, employees, agents and representatives (collectively, “HT Persons”) to act in accordance with and upon the Counterparty’s Instructions given through any of the Recognised Communication Channels from time to time. Such instructions may be given by any one of the Authorised Person(s) as duly appointed by the Counterparty as listed in Clause 6 below.

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2. The Counterparty acknowledges that the aforesaid method(s) of communication is provided solely on the basis of the Counterparty’s request and at the risk of the Counterparty. The Counterparty further acknowledges and confirms that the Counterparty is aware of the nature of Instructions communicated through the aforesaid method(s) of communication whereby such Instructions may not be received properly or may not be read by the intended recipient and may be read by or be known to unauthorised persons. The Counterparty agrees to assume and bear all the risks involved in respect of such errors and misunderstanding and HT shall not be responsible in any way for the same or breach of confidentiality thereto and shall also not be liable for any loss arising therefrom. For the avoidance of doubt, HT shall not be liable for any loss which the Counterparty may suffer or incur arising from or in connection with HT acting on and/or execution, non-execution or delayed execution of any communications or Instructions from the Counterparty.

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3. The Counterparty acknowledges that the Counterparty is fully aware of and understands the risks associated with communicating Instructions through the aforesaid method(s) of communication including the risk of misuse and unauthorised use of username and/or password by a third party and the risk of a person hacking into any electronic platform or system being used.

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4. The Counterparty accepts full responsibility for the monitoring of its Instructions and safeguarding the secrecy of its username and password and agrees that the Counterparty shall be fully liable and responsible for any and all unauthorised use and misuse of his password and/or username, and also for any and all acts done by any person through using the Counterparty's username or through any of the Recognised Communication Channels in any manner whatsoever.

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5. The Counterparty agrees that the HT Persons may act as aforesaid without inquiry as to: (a) the authority of the person giving or purporting to give any Instruction; or (b) the authenticity of any Instruction, and may treat the same as fully authorised by and binding on the Counterparty, regardless of the circumstances prevailing at the time of the Instruction or amount of the transaction and notwithstanding any error, misunderstanding, lack of clarity, fraud, forgery or lack of authority in relation thereto, and without requiring further confirmation in any form, provided that HT or the officer, employee, agent or representative concerned believed the Instruction to be genuine at the time it was given or the Instruction furnished via the communication channel of the Authorised Persons of the Counterparty provided to HT pursuant to Clause 6 below. Notwithstanding the foregoing, HT may at any time refuse to accept or act on any Instructions communicated by any of the Recognised Communication Channels for any reason and without providing the Counterparty with any reason, including if HT has any doubts as to the authenticity, clarity or completeness of such Instructions.

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6. The authorised persons and Recognised Communication Channel details for HT from time to time will be separately provided by HT to the Counterparty.

SCHEDULE C

RISK DISCLOSURE STATEMENT AND ACKNOWLEDGEMENT 

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The intention of this Risk Disclosure Statement is to inform the Counterparty that the risk of loss in relation to the following circumstances may be substantial.  HT will not be responsible for the Counterparty’s loss in those circumstances unless it is directly caused by HT’s gross negligence, fraud and intentional misconduct. 

Fraud, Cyber Attacks and Recognised Communication Channel  Risk

Any part or all of the Cryptocurrencies subject to over-the-counter trading under this Agreement may be exposed or subject to the risk of expropriation and/or theft. Hackers or other malicious individuals, groups or organizations may launch attacks to the transactions, storage processes or other intended uses of such Cryptocurrencies in various forms, including, but not limited to, malware attacks, distributed denial of service attacks, consensus-based attacks, routing attacks, transaction malleability attacks, Sybil attacks, Eclipse attacks, double-spend attacks, majority mining power attacks, selfish-mining attacks, time jacking, smurfing and spoofing. 

The integrity and security of the Recognised Communication Channel cannot be guaranteed over the Internet or any other media. The Counterparty acknowledges that the aforesaid method(s) of communication is provided solely on the basis of the Counterparty’s request and at the risk of the Counterparty. The nature of Instructions communicated through the aforesaid method(s) of communication whereby such Instructions may not be received properly or may not be read by the intended recipient and may be read by or be known to unauthorised persons. The Counterparty agrees to assume and bear all the risks involved in respect of such errors and misunderstanding and HT shall not be responsible in any way for the same or breach of confidentiality thereto and shall also not be liable for any loss arising therefrom. For the avoidance of doubt, HT shall not be liable for any loss which the Counterparty may suffer or incur arising from or in connection with HT acting on and/or execution, non-execution or delayed execution of any communications or Instructions from the Counterparty.

The Counterparty acknowledges the risks associated with communicating Instructions through the aforesaid method(s) of communication including the risk of misuse and unauthorised use of username and/or password by a third party and the risk of a person hacking into any electronic platform or system being used. The Counterparty accepts full responsibility for the monitoring of its Instructions and safeguarding the secrecy of its username and password and agrees that the Counterparty shall be fully liable and responsible for any and all unauthorised use and misuse of his password and/or username, and also for any and all acts done by any person through using the Counterparty's username or through any of the Recognised Communication Channels in any manner whatsoever.

Cryptocurrencies and Blockchain Risk

Any Cryptocurrencies and their creation, development or production thereof may be based on any software, programs, source codes, object codes, algorithms, scripts, protocols, schematics, applications, data, software libraries, databases and/or any other computational language, code, programming or source in any structure or form containing intentional or unintentional or inherent syntax or logic errors, defects or vulnerabilities. The occurrence of any of the above circumstances may hinder, interrupt, disrupt or result in the delay or failure in the operation or performance of any transactions, storage processes or other intended uses of such Cryptocurrencies pursuant to over-the-counter trading under this Agreement or result in the loss of any part or all of such Cryptocurrencies or of the Counterparty’s ability to access or control any or part of such Cryptocurrencies. The Counterparty agrees that HT shall not be responsible for and the Counterparty shall not hold HT liable for any damages, remedy, refund or compensation in respect of any loss incurred by the Counterparty, whether direct, indirect or incidental, resulting from any such occurrence and there may be no remedies available to the Counterparty as a result.

As Cryptocurrencies are based on blockchain technology, any malfunction, breakdown or abandonment of the relevant blockchain may have a material adverse effect on such Cryptocurrencies. Moreover, advances in cryptography, or technical advances in general could present risks to Cryptocurrencies by rendering the cryptographic consensus mechanism underpinning the relevant blockchain on which the particular cryptocurrency is built ineffective. The future of cryptography and security innovations are highly unpredictable, and this may have an adverse impact on the value of Cryptocurrencies.

Transactions in Cryptocurrency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. The nature of cryptocurrency may lead to an increased risk of fraud or cyber attack.It is also possible that alternative networks or platforms could be established in an attempt to facilitate services that are similar to those offered by any of the protocols of a particular Cryptocurrency, or alternative networks could be established that utilize the same or similar software, programs, source codes, object codes, algorithms, scripts, protocols, schematics, applications and/or any other computational language, code, programming or source in any structure or form underlying the Cryptocurrencies. In such event, such alternative networks may be able to copy, replicate, change, enhance, reproduce, re-engineer, modify, reprogram or otherwise develop the same software, programs, source codes, object codes, algorithms, scripts, protocols, schematics, applications and/or any other computational language, code, programming or source in any structure or form underlying the Cryptocurrencies. Such alternative networks or platforms may compete with a particular Cryptocurrency, which could adversely impact any value or perceived value of the particular Cryptocurrency.

The software, programs, source codes, object codes, algorithms, scripts, protocols, schematics, applications, data, software libraries, databases and/or any other computational language, code, programming or source in any structure or form on which Cryptocurrencies are built may be open-sourced, such that any member of the public may at any time develop a patch or upgrade without prior permission of any individual party. The acceptance of patches or upgrades by a significant percentage of the blockchain’s users could result in a “fork” in the blockchain. The temporary or permanent existence of forked blockchains could adversely impact the operation of the blockchain or undermine the sustainability of the cryptocurrencies ecosystem, and may destroy or frustrate the ecosystem. While a forked blockchain could possibly be rectified by community-led efforts remerging the two separated blockchain branches, there is no guarantee of success and could take an undetermined amount of time to achieve. The above may have an adverse impact on any value or perceived value of the Cryptocurrencies.

Regulatory Risk

The regulatory status of Cryptocurrencies and distributed ledger technology is unclear or unsettled in many jurisdictions. Numerous regulatory authorities across different jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern Cryptocurrencies and Cryptocurrencies markets in general. It is difficult to predict how or whether regulatory authorities may apply existing regulations to such technology and its applications, including the cryptocurrencies. It is likewise difficult to predict how or whether legislatures or regulatory authorities may implement and enforce changes to the laws and regulations affecting distributed ledger technology and its applications, including the Cryptocurrencies. Regulatory and enforcement actions could negatively impact Cryptocurrencies in various ways, including, that the use or possession of Cryptocurrencies require registration or licensing. Any such possible regulatory developments may be unfavorable to the value or perceived value of Cryptocurrencies.

OTC Transaction, Pricing and Market Risk

Transactions subject to this Agreement will be off-exchange.  While some off-exchange markets are highly liquid, transactions in off-exchange, over the counter or “non-transferable” transactions may involve greater risk than investing in on-exchange transactions because there is no exchange market on which to close out an open position.  It may be impossible to liquidate an existing position, to assess the value of the position arising from an off-exchange transaction or to assess the exposure to risk.  Bid prices and offer prices need not be quoted, and even where they are, they will be established by dealers in these instruments and consequently it may be difficult to establish what is a fair price.  The prices offered by HT in any Orders need not match and are not linked to prices elsewhere (including prices quoted on exchanges) and need not represent a fair price. HT considers a number of factors including but not limited to HT’s risk adjusted return, risk management requirements and costs when determining the prices. You acknowledge that the prices are agreed freely between the Parties based on arm’s length negotiation.  

Cryptocurrency trading can be extremely risky. Cryptocurrency trading can lead to large and immediate financial losses. The volatility and unpredictability of the price of cryptocurrency relative to fiat currency may result in significant loss over a short period of time. Under certain market conditions, it is difficult or impossible to liquidate a position quickly at a reasonable price. This can occur, for example, when the market for a particular cryptocurrency suddenly drops, or if trading is halted due to recent news events, unusual trading activity, or changes in the underlying cryptocurrency system. The greater the volatility of a particular cryptocurrency, the greater the likelihood that problems may be encountered in executing a transaction. In addition to normal market risks, losses may occur due to one or more of the following: system failures, hardware failures, software failures, network connectivity disruptions, and data corruption.

Acknowledgement

The Counterparty understands and agrees that the brief Risk Disclosure Statement above cannot disclose all the risks and other significant aspects contemplated under this Agreement and the Counterparty should therefore carefully study these risks and aspects before executing this Agreement.  

In particular, the Counterparty understands and acknowledges that:  

1. the Counterparty has read and understood the nature and contents of the risk disclosures which are contained in this Risk Disclosure Statement;
2. the Counterparty is acting on its own account, and the Counterparty has made its own independent decision and upon advice from such advisers as the Counterparty have deemed necessary to enter into this Agreement;
3. the Counterparty confirms that neither HT, nor any of its affiliates, is acting as a fiduciary for, or an adviser or a broker to the Counterparty in respect of any transaction;
4. the Counterparty is not relying on any communication (written or oral) from HT or from any of its affiliates as investment advice or as a recommendation to enter into any transaction and the Counterparty understands that the information and explanations of the terms of any transaction as contained in any confirmation shall not be considered to be investment advice or a recommendation to enter into such transaction;  and
5. If HT makes any suggestions, it assumes no responsibility for the Counterparty’s portfolio or for any investment or transaction which the Counterparty has entered into.

No communication (written or oral) received from HT or from any of its affiliates shall be deemed to be an assurance or guarantee as to the expected results of any transaction.  This Risk Disclosure Statement is subject to this Agreement as amended or supplemented from time to time. This Risk Disclosure Statement, together with this Agreement and other Schedules shall form a single agreement between the Counterparty and HT.

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