These EQI OTC Terms (this “Agreement”) shall apply to all OTC Transactions entered into between EQI and you.

All terms and references used in this Agreement that are not defined herein shall have the meaning given to them in the EQI Terms of Use as updated from time to time (the “Terms of Use”). Where a term is defined both in the Terms of Use and in this Agreement, for the purposes of this Agreement only, the definition in this Agreement shall prevail. This Agreement shall be supplemental to and is to be read together with the Terms of Use. References in the Terms of Use to the EQI Services and/or Transactions shall include references to OTC Transactions and the related services contemplated hereunder. In the event of any conflict or inconsistency between this Agreement and the Terms of Use, this Agreement shall prevail with respect to the services contemplated hereunder unless expressly stated otherwise. This version of this Agreement shall replace and supersede any previous agreements between us with respect to OTC Transactions and any previous versions of this Agreement that may have been accepted through, or otherwise made available on, the Platform. By entering into OTC Transactions, you confirm your acceptance of this Agreement and the Terms of Use.

1. Definitions and Interpretation

“Accepted Order” has the meaning given to it in clause 4.2.

“Agreed Communication Channel” means such methods of communication as approved by EQI and agreed between you and EQI from time to time, which may include (without limitation) telephone, email, Whatsapp, Telegram, online chat functionality and, if available, the Platform. EQI may withdraw the use of an Agreed Communication Channel at any time for any reason.

“Algo Execution Service” has the meaning given to it in clause 6.7.

“Algo Order” has the meaning given to it in clause 6.1.

“Expiry Time” has the meaning given to it in clause 4.3.

“Futures” means COIN-M Futures, USDS-M Futures (as each term is defined in the FSU) or any other futures contracts that EQI may allow at its sole discretion to be traded on through an Agreed Communication Channel.

“FSU” has the meaning given to it in clause 5.3.

“Manifest Error” means any error, omission or misquote (whether an error of EQI or any third party) which is manifest or palpable, including a misquote by any representative of EQI taking into account the current market and currently advertised quotes, or any error or lack of clarity of any information, source, commentator, official, official result or pronunciation. The fact that you may have entered into, or refrained from entering into, a corresponding financial commitment, contract or trade in reliance on a Transaction entered into with EQI (or that you have suffered or may suffer any loss whether direct, indirect, consequential or otherwise) is deemed irrelevant as a factor and shall not be taken into account in determining whether a situation amounts to a Manifest Error.

“Order” means an instruction issued by you to EQI through an Agreed Communication Channel in such form as specified by EQI from time to time, which shall constitute a request to enter into an OTC Transaction on the basis of the parameters as set out in the Order, and shall include (without limitation) an Algo Order.

“OTC Services” means the provision of Prices by EQI to you, your submission of Trade Instructions and/or Orders, and the entry into OTC Transactions, and any related services provided by EQI or any EQI Affiliate or third party in connection therewith.

“OTC Transaction” means any bilateral over the counter transaction in Digital Assets entered into between EQI and you pursuant to a Trade Instruction or an Order submitted by you (or on your behalf) to EQI through an Agreed Communication Channel.

“Platform” means means the digital platform made accessible via any website, page, feature, or content owned or operated by EQI, any mobile application developed or provided by EQI or any application programme interface (“API”) made available to you or third-party applications relying on such an API or by such other means as EQI may prescribe from time to time for the use of EQI Services.

“Price” has the meaning given to it in clause 2.1.

“Price Request” means a request made by you through an Agreed Communication Channel for a Price.

“Products” means such products as EQI enables you to trade in from time to time for the purposes of the OTC services, which may include (without limitation), spot transactions in certain Digital Assets as permitted from time to time by EQI, Futures and such other products as permitted in EQI’s sole discretion.

“Related Persons” has the meaning given to it in clause 8.2(a).

“Trade Confirmation” has the meaning given to it in clause 3.7.

“Trade Instruction” means a trade request or instruction issued by you to EQI through an Agreed Communication Channel in such form as specified by EQI from time to time, which shall constitute an offer made by you to enter into an OTC Transaction on the basis of a Price provided by EQI.

“Trading Limits” has the meaning given to it in clause 5.8.

“Trading Rules” means any trading rules, contract specifications and other terms applicable to the Products as made available on the Platform from time to time, which, in respect of OTC Transactions in Futures, shall include the Futures Trading Rules (as defined in the FSU).

2. Prices

2.1 EQI may provide indicative prices in OTC Transactions in such Products as agreed from time to time (“Prices”). Prices will be provided in response to a Price Request through an Agreed Communication Channel and will consist of either a bid price and an offer price or both a bid price and an offer price, as determined by EQI in its sole discretion. You acknowledge and agree that EQI shall determine Prices in its sole discretion and may discontinue providing Prices in some or all Products or some or all Digital Assets and/or cease the use of an Agreed Communication Channel at any time for any reason. EQI provides no representations as to the accuracy or fitness for purpose of any Agreed Communication Channel, nor does EQI accept any responsibility for any Loss incurred by you arising out of or in connection with your use of an Agreed Communication Channel.

2.2 EQI shall have sole discretion as to whether it wishes to respond to a Price Request. The provision of a Price by EQI, whether following a Price Request or otherwise, does not constitute an offer to you to enter into an OTC Transaction at that Price, nor does it obligate EQI to accept any subsequent Trade Instruction submitted by you.

2.3 Prices are proprietary in nature and so the Prices made available by EQI may differ to other prices provided in the relevant Digital Assets by other providers. Prices are subject to constant change and whilst EQI seeks to provide Prices that are up to date, circumstances may arise where Prices provided are invalid by the time that a Trade Instruction is received by EQI in relation to that Price. EQI shall determine how long Prices remain valid in its sole discretion. A Trade Instruction submitted in relation to a Price that is no longer valid will be rejected.

2.4 You acknowledge that the Prices are provided solely for your use of the OTC Services and you may not communicate or otherwise use the Prices for any other reason without the prior consent of EQI unless otherwise provided herein.

2.5 You acknowledge that any Price provided by EQI may be inclusive of bid-ask spread and/or a mark-up determined by EQI to be appropriate for you and the type of OTC Transactions. EQI is not under any obligation to disclose the specific amount of any bid-ask spread and/or mark-up to you (unless otherwise agreed in writing or required by law).

2.6 You acknowledge and agree that to the extent you are accessing and using the EQI Convert Services, the Convert Terms of Use shall apply to govern the use of the EQI Convert Services, including the use of any EQI API Connection (as each term is defined therein).

3. Trade Instructions

3.1 To enter into an OTC Transaction on the basis of a Price provided by EQI, you may do so by entering a Trade Instruction. Each Trade Instruction must include such details as requested from EQI from time to time, depending on the type of OTC Transaction you are looking to enter into, including (without limitation), the relevant trading pairs, the Price (which must be latest Price received from EQI and shall not have expired or been withdrawn by EQI, provided that EQI may in its discretion execute a Trade Instruction which references a Price that has expired) and the applicable notional amount (which shall be no less than any minimum amount and no more than any maximum amount that may be specified by EQI from time to time).

3.2 EQI shall have no obligation to accept any Trade Instruction and may do so in its sole discretion. Acceptance by EQI of any Trade Instruction which does not comply with all of the requirements set out in this clause 3 shall not obligate EQI to accept any subsequent non-confirming Trade Instruction.

3.3 Where any Trade Instruction is ambiguous or inconsistent with any other Trade Instruction, EQI shall be entitled to rely and act upon any Trade Instruction in accordance with any reasonable interpretation thereof which EQI believes in good faith to be the correct interpretation.

3.4 A Trade Instruction submitted by or on your behalf through an Agreed Communication Channel constitutes an offer to enter into an OTC Transaction between you and EQI on the terms as set out in such Trade Instruction, which may be accepted or rejected by EQI in its sole discretion. EQI may reject a Trade Instruction for any reason and nothing in this Agreement or the Terms of Use (or otherwise) obliges EQI to enter into any OTC Transaction with you in response to a Trade Instruction. EQI may refuse to enter into any OTC Transaction, accept or otherwise act on any Trade Instruction without giving any reason or any notice to you. EQI shall be entitled (but not obliged) to verify and be satisfied with respect to the identity of the person purporting to give any Trade Instruction or the source and origin of any Trade Instruction and EQI may rely or act upon any Trade Instruction unless and until EQI is satisfied as to the matters on which EQI sought verification. A Trade Instruction which is not received by EQI for any reason, including the failure or delay of any Agreed Communication Channel, shall be deemed rejected. Once submitted to EQI, a Trade Instruction cannot be withdrawn, cancelled or amended by you once executed unless otherwise permitted by EQI in its sole discretion.

3.5 Execution of a Trade Instruction by EQI, which shall occur upon express confirmation by EQI to you through an Agreed Communication Channel that the related OTC Transaction is “done” or has otherwise been “executed”, will constitute a binding agreement to an OTC Transaction between EQI and you on the terms of the relevant Trade Instruction. You acknowledge and agree that, subject to the rights of EQI as otherwise set out in this Agreement, an OTC Transaction cannot be cancelled, amended or unwound once entered into without the consent of both parties regardless of whether the corresponding Trade Instruction was provided as a result of any inaccuracy or error by you, including in relation to the terms of the OTC Transaction.

3.7 Upon agreement, EQI may provide you with a written confirmation, setting out the terms of the OTC Transaction (a “Trade Confirmation”). You shall be responsible for comparing any Trade Confirmation or other record of any OTC Transaction entered into between you and EQI pursuant to the OTC Services to your own records of OTC Transactions entered into with EQI and shall notify EQI of any discrepancies.

4. Orders

4.1 If permitted by EQI, you may submit Orders to EQI through an Agreed Communication Channel by specifying the terms of such Order in the manner as directed by EQI from time to time. In addition, you may request to amend or cancel existing Orders by contacting EQI through an Agreed Communication channel provided such Orders have not been executed. EQI may in its sole discretion accept or reject any request to amend or cancel an Order. To the extent that EQI accepts your request to amend an existing Order, the amended Order will be treated as a new Order placed by you. EQI will execute Orders in accordance with this Agreement and any other terms provided on the Platform.

4.2 EQI may in its sole discretion accept or reject any Order and any such acceptance or rejection shall be effective upon determination by EQI. Acceptance of an Order does not amount to a binding agreement between EQI and you and does not oblige EQI to enter into any OTC Transaction with you. An Order which has been accepted by EQI (an “Accepted Order”) may be subsequently returned to you in EQI’s sole discretion and EQI shall not be under any obligation to execute any OTC Transaction with you in response to an Order regardless of whether the Order is an Accepted Order.

4.3 An Accepted Order may be executed by EQI in whole or in part at any time after acceptance but no later than the latest time for execution (if any) specified by you (the “Expiry Time”). Any Order (or part of any Order) not executed prior to the Expiry Time shall expire at such Expiry Time. Execution of an Order (or part of an Order) by EQI (which shall be effected by execution of a transaction in the Digital Asset markets (which may be through the Platform, with a third party liquidity provider or with a EQI Affiliate) in respect of such Order) shall constitute a binding agreement to an OTC Transaction between you and EQI on the terms of such Order. EQI shall notify you of such execution through an Agreed Communication Channel but any failure or delay in providing such notice shall not affect the effectiveness of such OTC Transaction.

4.4 EQI provides no guarantee that any Order can be filled in its entirety as this depends on factors outside of EQI’s control. EQI may add or remove types of Orders at its sole discretion.

5. OTC Transactions

5.1 Unless otherwise agreed, EQI will enter OTC Transactions as principal. You agree that you will enter into OTC Transactions as principal and not as agent on behalf of any other party, unless otherwise expressly agreed by EQI in writing. Subject to the foregoing, EQI’s duties and obligations under this Agreement and any OTC Transaction shall be solely to you and, unless expressly agreed otherwise, EQI accepts no duties, obligations or responsibilities to any other party, regardless of whether EQI is made aware of any such third-parties.

5.2 You acknowledge and agree that the OTC Services are provided on a non-advised basis, meaning that EQI will not provide you with any advice as to the merits of any OTC Transactions. You acknowledge and agree that you are solely responsible for any decisions taken in respect of any Trade Instructions, Orders or OTC Transactions made. EQI will not provide you with any investment, legal, tax or other form of advice, nor can you request any such advice from EQI.

5.3 You acknowledge and agree that the terms in this Agreement shall be further supplemented by Trading Rules, where applicable. In the event of any conflict or inconsistency between the terms in this Agreement and the Trading Rules, the Trading Rules shall prevail with respect to the services contemplated hereunder unless expressly stated otherwise. You further acknowledge and agree that to the extent that you are entering into an OTC Transaction in respect of Futures, you shall be deemed to have agreed and accepted, and undertake to comply with, the terms of the Financial Services Unit of Dominica (the “FSU”), which terms shall apply to all OTC Transactions in Futures and shall be deemed to supplement and form part of this Agreement. In the event of any conflict or inconsistency between the terms of the FSU and the terms of this Agreement, the terms of the FSU shall prevail with respect to OTC Transactions in Futures only.

5.4 You acknowledge and agree that you bear sole responsibility for any reporting of OTC Transactions as may be required under applicable law and regulation and that EQI will not provide any infrastructure, support or assistance with respect to the reporting of OTC Transactions.

5.5 EQI offers no representation as to or guarantee of liquidity in any Digital Asset and you acknowledge and agree that EQI has no ability to control liquidity and that it takes no responsibility for any Loss experienced by you which is caused by or contributed to by illiquidity in any Digital Asset. You acknowledge and agree that you shall bear the sole responsibility and risk in relation to OTC Transactions entered into by you pursuant to this Agreement.

5.6 You acknowledge and agree that, if:

1. EQI determines that one or more prices at which one or more OTC Transactions are executed differs materially from the prevailing market price for the relevant OTC Transaction(s) at such time, or are otherwise erroneous in nature (including without limitation inadvertently presenting a bid price as an offer price or vice versa), due to the transmission of one or more incorrect prices by EQI and/or in the event of extreme market volatility; or
2. EQI has reason to believe that you have executed an OTC Transaction with improper intent or determines that there may be suspected market manipulation, including (without limitation), capitalising on opportunities where the executable price of a Transaction does not reflect prevailing market rates, or taking unfair advantage of the way in which EQI offers prices, then, in each case, EQI is authorised by you (without any payment or penalty due by either EQI or you and provided that such action is in compliance with Applicable Law) to either:
   1. cancel/void such OTC Transaction(s) and treat such OTC Transaction(s) as if they had never been entered into; or
   2. amend the price(s) of such OTC Transaction(s) (upon notice from EQI to you of the amended price(s)) to reflect the prevailing market price(s) as at the relevant time, as determined by EQI by reference to an available source for fair market pricing.

5.7 If EQI cancels an OTC Transaction pursuant to the rights referred to in clause 5.6 above, EQI will reverse any transfers of Digital Assets that have been made to and/or from your Account in connection with such OTC Transaction as if that OTC Transaction had never taken place. If EQI amends an OTC Transaction pursuant to the rights referred to in clause 5.6 EQI will confirm the details of the amended terms of the OTC Transaction to you through an Agreed Communication channel and will affect such transfers of Digital Assets to and/or from your Account as are required to reflect the terms of the amended OTC Transaction. You acknowledge and agree that you shall be solely responsible for your own transactions with any third parties that may have been entered into in connection with or reliance on any OTC Transaction(s) that may be subject to any cancellation or amendment pursuant to EQI’s rights in clause 5.6 above.

5.8 You acknowledge and agree that any Trade Instructions, Orders or OTC Transactions may be subject to risk and/or credit limits imposed by EQI from time to time which may be general or specific to you, may apply to all or certain Digital Assets only and at all times are imposed, amended, maintained or removed at the sole discretion of EQI (“Trading Limits”). EQI may reject, or cancel or amend any Trade Instruction or Order that, in its sole discretion, breaches or will breach a Trading Limit. EQI shall have no liability to you for any Loss incurred in connection with any Trade Instructions or Orders which are rejected, or cancelled or amended by EQI in circumstances where such Orders breach a Trading Limit. You undertake to cooperate with EQI and supply all information and data that EQI considers reasonably necessary to set appropriate Trading Limits with respect to the OTC Services.

5.9 You further acknowledge and agree that, in the absence of Manifest Error, EQI’s records as to OTC Transactions entered into with you shall be final and conclusive. However, EQI may at any time rectify any error on any entry, statement, Trade Confirmation or advice which has been proved to its satisfaction, and may demand immediate repayment from you of any Digital Assets erroneously paid over to you as a result of such error. Any and all objections by you shall not be valid unless accompanied by supporting evidence for such objections. You undertake and agree to maintain appropriate records of all Orders and OTC Transactions as required pursuant to Applicable Law.

5.1 Subject to EQI’s rights as otherwise set out in this clause 5, a Trade Confirmation which does not accurately reflect the relevant OTC Transaction entered into via an Agreed Communication Channel: (a) does not affect the validity of the OTC Transaction which the Trade Confirmation evidences; and (b) where there is Manifest Error, does not entitle you to enforce whatever is inaccurately recorded in the Trade Confirmation.

5.1 EQI reserves the right to void or reverse from the outset any OTC Transaction involving or deriving from a Manifest Error or to amend the details of such OTC Transaction to reflect that which EQI considers in its sole and absolute discretion acting in good faith to be the correct or fair details of such a Transaction absent Manifest Error.

5.7 If EQI cancels an OTC Transaction pursuant to the rights referred to in clause 5.6 above, EQI will reverse any transfers of Digital Assets that have been made to and/or from your Account in connection with such OTC Transaction as if that OTC Transaction had never taken place. If EQI amends an OTC Transaction pursuant to the rights referred to in clause 5.6 EQI will confirm the details of the amended terms of the OTC Transaction to you through an Agreed Communication channel and will affect such transfers of Digital Assets to and/or from your Account as are required to reflect the terms of the amended OTC Transaction. You acknowledge and agree that you shall be solely responsible for your own transactions with any third parties that may have been entered into in connection with or reliance on any OTC Transaction(s) that may be subject to any cancellation or amendment pursuant to EQI’s rights in clause 5.6 above.

5.8 You acknowledge and agree that any Trade Instructions, Orders or OTC Transactions may be subject to risk and/or credit limits imposed by EQI from time to time which may be general or specific to you, may apply to all or certain Digital Assets only and at all times are imposed, amended, maintained or removed at the sole discretion of EQI (“Trading Limits”). EQI may reject, or cancel or amend any Trade Instruction or Order that, in its sole discretion, breaches or will breach a Trading Limit. EQI shall have no liability to you for any Loss incurred in connection with any Trade Instructions or Orders which are rejected, or cancelled or amended by EQI in circumstances where such Orders breach a Trading Limit. You undertake to cooperate with EQI and supply all information and data that EQI considers reasonably necessary to set appropriate Trading Limits with respect to the OTC Services.

5.9 You further acknowledge and agree that, in the absence of Manifest Error, EQI’s records as to OTC Transactions entered into with you shall be final and conclusive. However, EQI may at any time rectify any error on any entry, statement, Trade Confirmation or advice which has been proved to its satisfaction, and may demand immediate repayment from you of any Digital Assets erroneously paid over to you as a result of such error. Any and all objections by you shall not be valid unless accompanied by supporting evidence for such objections. You undertake and agree to maintain appropriate records of all Orders and OTC Transactions as required pursuant to Applicable Law.

5.10 Subject to EQI’s rights as otherwise set out in this clause 5, a Trade Confirmation which does not accurately reflect the relevant OTC Transaction entered into via an Agreed Communication Channel: (a) does not affect the validity of the OTC Transaction which the Trade Confirmation evidences; and (b) where there is Manifest Error, does not entitle you to enforce whatever is inaccurately recorded in the Trade Confirmation.

5.11 EQI reserves the right to void or reverse from the outset any OTC Transaction involving or deriving from a Manifest Error or to amend the details of such OTC Transaction to reflect that which EQI considers in its sole and absolute discretion acting in good faith to be the correct or fair details of such a Transaction absent Manifest Error.

5.12 Without prejudice to the generality of the other terms in this Agreement, and in the absence of fraud or bad faith, EQI shall in no circumstances be liable to you for any Loss or demand of whatsoever nature you may suffer or incur in connection with any Manifest Error howsoever arising, whether direct or indirect, special or consequential, including, but not limited to, loss of profit, loss of opportunity or even if EQI had been advised of the possibility of the same arising or that the same were reasonably foreseeable.

5.13 EQI shall bear no Loss and/or liability whatsoever for failing to accept any Trade Instruction and/or Order for exercising or failing to exercise any discretion, power or authority conferred upon EQI by this Agreement. EQI shall not be liable to you for any and all Loss incurred by you arising from any loss or delay in the transmission or wrongf interception of any Trade Instruction and/or Order through an Agreed Communication Channel, including any equipment or system owned and/or operated by or for EQI.

5.14 You agree to pay any applicable fees, expenses, charges and obligations related to your receipt of the OTC Services as specified by EQI from time to time, together with any other amounts payable to EQI under this Agreement and the Terms of Use.

5.15 All OTC Transactions are settled by way of a transfer of Digital Assets directly to and from your Account on a per trade basis. Netting will not be applied between multiple OTC Transactions unless otherwise agreed in writing between you and EQI. EQI may agree to permit settlement of OTC Transactions to and from an external wallet held by you outside of the EQI infrastructure, however is not obliged to do so. If EQI permits settlement of OTC Transactions to an external wallet, you shall be solely liable for the payment of all fees and charges associated with such settlement and you undertake to fully reimburse EQI on demand for any fees, charges or Loss incurred in connection with such settlement.

5.16 EQI shall be under no obligation to provide valuations of OTC Transactions but if valuations are provided, they shall be for information purposes only and are intended solely for your own use. Unless expressly stated otherwise, any valuations will be indicative values based on mid-market levels from time to time on the date specified. Although valuations represent EQI’s estimate of the current economic value of an OTC Transaction based upon mid-market levels, the valuations may also include adjustments to take account of, amongst other things, transaction size, market liquidity, and/or use of capital. For certain OTC Transactions, it may be necessary to make assumptions relating to future market conditions and derive valuations from internal proprietary models. Valuations based on different assumptions and/or models may yield different results. Any valuations provided by EQI with respect to OTC Transactions neither represent the actual terms at which new OTC Transactions could be entered into nor the actual terms at which existing OTC Transactions could be liquidated or unwound. EQI shall not be liable for any errors or omissions in computing or disseminating any valuation and shall not be liable for any Loss, claim or damages (whether direct, indirect, consequential or otherwise) which may arise to valuations provided to you that are used by you or any third party.

6. Algorithmic Orders

6.1 If permitted by EQI, you may submit an Order for EQI to execute an OTC Transaction by means of an algorithmic execution tool made available by (and proprietary to) EQI, which will seek to execute your Order by means of a pre-determined execution methodology for the relevant algorithm (an “Algo Order”). You acknowledge and agree that any execution methodology selected by you in connection with an Algo Order will not guarantee that the OTC Transaction requested will be executed in full and that the effectiveness of any algorithm may depend on the validity of the assumptions underlying it and prevailing market conditions, which may impact these assumptions.

6.2 You acknowledge and agree that you shall be solely responsible for ensuring that any Algo Order is appropriate for your needs and that any algorithm selected will be consistent with any applicable Trading Limits or other parameters, limitations or conditions that may apply to your execution of any OTC Transaction. EQI is not responsible for your choice of algorithm and shall not be responsible for evaluating your goals in selecting any algorithm. The output and offering of any algorithm is not investment advice or any recommendation as to the use, appropriateness or suitability of any OTC Transaction to be executed or the applicable execution methodology. You acknowledge that your use of any algorithm may be limited by Applicable Law and that you shall not provide any Algo Order to EQI unless you have determined that it is consistent with Applicable Law.

6.3 EQI will continue to act as principal to any OTC Transaction executed by means of an algorithm selected by you. EQI will either execute Algo Orders against its own internal liquidity or may route all or a portion of the Algo Order to the Platform or a third party liquidity provider or execution venue. When execution arises by means of a third party liquidity provider or execution venue, EQI will enter into the relevant portion of the OTC Transaction on the third party venue as principal and will enter into a back-to-back transaction with you to mirror the terms that EQI receives for the portion of the OTC Transaction executed on the third party venue.

6.4 EQI does not guarantee execution of your Algo Order. Your Algo Orders may be executed by partial fills at different prices and/or through different execution venues. Any “odd lots” (i.e. amounts below the minimum amount tradeable on a particular execution venue) will be directed to all execution venues that accept the relevant amount for execution, unless otherwise agreed between us. If EQI has been unable to execute the entire amount of your Algo Order, the remaining portion of your Algo Order will not be executed.

6.5 You acknowledge and agree that different execution venues may be selected for different Algo Order types (for example, as determined by parameters such as the aggressiveness and duration of the relevant Algo Orders). In the case where an Algo Order could have an impact on the market and/or adversely impact availability of liquidity across the relevant product, EQI may implement certain controls in its discretion in relation to the execution of such Algo Order (including, without limitation, selecting different execution venues).

6.6 EQI charges a fee for Algo Orders, which will be agreed in advance with you. The applicable fee is added as a component to the Price of the resultant OTC Transaction(s) executed. Fees charged may vary depending on the algorithmic strategies selected.

6.7 For the purposes of submitting Algo Orders, EQI may offer or make available for your access and use certain technology and electronic trading systems, which may include web applications, APIs, software, software code, hardware, programmes, protocols and/or displays (the ‘“Algo Execution Service”’). Accordingly, EQI grants you a revocable, non-exclusive, non-transferable right to access and use the Algo Execution Service for the purposes of submitting Algo Orders in accordance with this Agreement. EQI may limit, revoke or vary such license and/or change, suspend, terminate, restrict or discontinue the Algo Execution Service (or any part of thereof) or any services, information, features or functions accessible by means of the Algo Execution Service or your access to the Algo Execution Service for any reason at any time without notice or liability.

6.8 You acknowledge and agree that the Algo Execution Service is provided on an “as is'' and “as available” basis and EQI makes no representation or warranty of any kind, express or implied, with respect to the functionality, operation or otherwise of the Algo Execution Service and does not represent or warrant that the Algo Execution Service or any part thereof is free from defect, failure or interruption or that any Algo Order placed pursuant to the use of the Algo Execution Service will be executed or is fit for your purposes or any particular purpose. Without prejudice to the foregoing, in the absence of any fraud or wilful default of EQI, EQI shall not in any event be liable for any system error, faults or failure of the Algo Execution Service whatsoever and howsoever arising or caused, including (without limitation) any errors, malfunctions or breakdown of, or inability to access the Algo Execution Service or any delays or interruptions in transmission of Algo Orders due to breakdown, excessive call volume or failure of transmission or communication equipment on the internet or otherwise, including, but not limited to, communications problems, computer software or hardware breakdowns, malfunctioning errors, any and all problems or glitches associated with computer problems or any other technical cause or causes.

6.9 Technical difficulties may be encountered in connection with the Algo Execution Service. Such difficulties may include, but not be limited to, malfunctions, failures, delays, hardware damages or software erosion. Such difficulties could be the result of hardware, software or communication link inadequacies or any other cause and such difficulties could lead to possible economic and/or data loss. In the absence of any fraud or wilful default on the part of EQI, EQI shall not in any event be liable for any loss, cost, claim, demand, expense or damage including, without limitation, loss of profit, loss of revenue, loss of opportunity, consequential, unforeseeable, special or indirect damages or expenses which arise directly or indirectly as a result of accessing or using the Algo Execution Service, even if EQI had been advised of the possibility of the same arising or that the same were reasonably foreseeable.

7. Representations and warranties

7.1 In addition and without prejudice to the representations and warranties made by the Parties in the Terms of Use (and, if applicable, the FSU), you hereby represent and warrant as follows each time you enter into an OTC Transaction:

1. You are capable of assessing the merits of and understanding (on your own behalf or through independent professional advice), and understand and accept the risks and the terms and conditions of the relevant OTC Transaction and are capable of assuming, and assume, the risks of that OTC Transaction; and
2. you are acting for your own account and have made your own independent decisions to enter into the relevant OTC Transaction and as to whether the OTC Transaction is appropriate and proper for you based on your own judgment and upon advice from such advisors as you have deemed necessary. You are not relying on any communication (written or oral) made by or on behalf of EQI as investment advice or as a recommendation to enter into the OTC Transaction, it being understood that information or explanations in relation to the terms of an OTC Transaction shall not be considered as investment advice or a recommendation to enter into that transaction. EQI is not acting as your fiduciary or adviser in connection with that OTC Transaction.

8. Limitations on liability

8.1 You acknowledge and agree that the use of an Agreed Communication Channel in connection with the OTC Services is entirely at your own risk and accordingly, you assume full responsibility and risk of loss resulting from or relating to such use.

8.2 Without prejudice to the foregoing and without prejudice to or duplication of any disclaimers, limitations or liability and indemnity provisions set out in the Terms of Use (and, if applicable, the FSU), and except to the extent that liability cannot be excluded under any applicable law or regulation, you acknowledge and agree that:

1. neither EQI nor any of its affiliates, their respective directors, shareholders, member, officers, employees, attorneys, agents, representative, suppliers or contractors (“Related Persons”) shall be liable for any Loss, damage or claim of any kind whatsoever arising directly or indirectly as a result of: (i) any Price provided by EQI; (ii) any errors in or omissions from an Agreed Communication Channel; (iii) any failure of an Agreed Communication Channel to transmit, or any delay in the transmission or receipt of any Trade Instruction or Order, any rejection or non-execution of any Trade Instruction or Order, or any delay by you in the receipt of any notification (including any Trade Confirmation) confirming that any Trade Instruction or Order has or has not been executed; or (iv) any unauthorised access to or use of an Agreed Communication Channel;
2. neither EQI nor any Related Persons shall have any liability arising from Trade Instructions, Orders, investment decisions or purchases of any third party goods or services (including financial instruments and Digital Assets) based on any Price or any other information provided through an Agreed Communication Channel or otherwise;
3. under no circumstances shall EQI or any Related Persons be liable for any damages whatsoever, whether direct, indirect, punitive, special or consequential, that are directly or indirectly attributable to the use of, or inability to use, an Agreed Communication Channel or the OTC Services, even if advised of the possibility of such damages or if such damages were foreseeable;
4. neither EQI nor any Related Persons shall be liable for any failure to perform any obligation under this Agreement or for any delay in the performance thereof, due to force or condition beyond EQI’s reasonable control; and
5. the total aggregate liability of EQI and its Related Persons in connection with this Agreement and the OTC Services, whether based in contract, tort (including negligence or strict liability), or otherwise, will not exceed [one hundred thousand U.S. Dollars (USD 100,000). The foregoing limitations will apply notwithstanding any failure of essential purpose of any limited remedy.

A. Convert Services

1. By accessing and using the Convert Services (as defined below), you acknowledge and agree that you have read, understood and accepted all of the terms and conditions in these terms (the “Convert Terms”), and you acknowledge and agree that you will be bound by and will comply with these Convert Terms. If you do not understand and accept these Convert Terms in their entirety, you should refrain from accessing or using the Convert Services.

2. Upon completion of the registration and identity verification for your EQI Account, you may be able to make use of the EQI Convert services, which enable Users to buy and sell Digital Assets based on prices provided by EQI (the “Convert Services”). Pursuant to the Convert Services, Users may provide EQI with a request to convert one Digital Asset into another Digital Asset or a particular Fiat currency into a Digital Asset (or vice versa), as applicable, based on supported trading pairs as available on the Platform (a “Conversion”), which EQI may, in its sole discretion, elect to accept or reject. If accepted, a transaction will be entered into between EQI and the User subject to the terms as set out in these Convert Terms.

3. To request a Conversion between a supported trading pair through the Platform you may place: (i) a market order, by specifying the type and amount of the Digital Assets or Fiat currency (each an “Asset”) to be converted and the type of Assets to be received pursuant to such Conversion (a “Convert Market Order”); and/or (ii) a limit order, by specifying the type and amount of the Assets to be converted and the type of Assets to be received pursuant to such Conversion, the limit price at which such Conversion is to take place and the date upon which the limit order is to expire (a “Convert Limit Order”). For the purposes of the Convert Services, reference to “Platform” in these Convert Terms shall be to the digital platform made accessible via any website, page, feature, or content owned or operated by EQI, any mobile application developed or provided by EQI or any EQI API Connection (as defined below) made available to Users or any third-party application relying on such EQI API Connection or by such other means as EQI may prescribe from time to time for the use of Convert Services.

4. If you place a Convert Market Order, EQI may (but is not obliged to) provide a non-binding, indicative and discretionary quote for the conversion (a “Convert Quote”), which you may accept or decline within such a period of time as EQI may, in its sole discretion, specify. It is your responsibility to check the competitiveness of the price and decide whether to accept the Convert Quote or not within the specified time. Your acceptance of the Convert Quote will result in the submission of a trade request to EQI for EQI to process the requested Conversion at the price provided in the Convert Quote (a “Trade Request”). Submission of a Trade Request authorizes EQI to temporarily lock the requisite amount of the User’s Assets that are to be converted until the Conversion is completed (subject to EQI’s right to reject any such Trade Request as detailed further below).

5. User’s acceptance of a Convert Quote and submission of a Trade Request does not obligate EQI to process the requested Conversion on behalf of the User. EQI may either accept or reject the Trade Request at its sole discretion, depending on market conditions and other factors at the relevant time.

6. If EQI accepts the Trade Request, EQI will guarantee the price of the requested Conversion (regardless of price movement) as well as the amount of the relevant Assets that are to be converted and provided to the User pursuant to such Conversion. EQI will settle the requested Conversion accordingly by debiting the User’s EQI Account of the agreed amount of Assets to be converted and crediting the User’s EQI Account with the agreed amount of Assets to be received pursuant to such Conversion. In most cases, the settlement will complete within seconds from the acceptance by EQI of the relevant Trade Request, however EQI does not guarantee the settlement of the Conversion within this timeframe and in some instances the settlement process may take several hours or even longer, depending on various factors, including market conditions, technical issues, etc. Once a Trade Request has been accepted by EQI, the User will not be permitted to cancel the requested Conversion or to transfer, withdraw, or otherwise trade the Assets that are the subject of such Conversion. EQI shall not be held responsible for potential loss or opportunity cost in connection with any price change of the Asset subject to the Conversion during this settlement period.

7. In respect of Convert Limit Orders, EQI may accept or reject any Convert Limit Order in its sole discretion. If EQI accepts a Convert Limit Order, EQI does not guarantee the fulfillment of the limit order, even if the market price of the relevant Asset subject to the Conversion hits or crosses the limit price set by you, as orders are executed subject to market conditions and liquidity. EQI shall not be held responsible for any potential loss or opportunity cost due to the failure to execute any Convert Limit Order in such case. If any Convert Market Order is executed, the provisions detailed in clause 6 above with respect to the settlement of the relevant Conversion shall apply.

8. EQI has the exclusive authority to determine which Assets are listed on the Platform and are available for the purposes of a Conversion and may add or remove Assets from the Platform in its sole discretion, from time to time without prior notice. EQI may also change the order size available for a Conversion with respect to a particular Asset. In respect of such additions, removals, or amendments, EQI may, but is not obliged to, notify Users in advance and EQI shall have no liability to users in connection with such additions, removals or amendments.

9. It is recommended that Users conduct independent research into different Digital Assets prior to using Convert services and that Users take steps to ensure they understand the risks associated with the trading of Digital Assets. Users bear full responsibility for ensuring that the Convert Services are suitable for them, taking into account their own financial objectives and circumstances, and shall be solely responsible for any profit or loss sustained in connection with their use of the Convert Services. EQI does not make any representation of guarantee as to the outcome to be received by the trading of Digital Assets whether pursuant to the Convert Services or otherwise.

10. If a User is accessing the Convert Services pursuant to an API connection provided to the User by EQI (a “EQI API Connection”), the User acknowledges and agrees as follows:

a. EQI does not currently support the submission of Convert Limit Orders through any EQI API Connection. Accordingly, a EQI API Connection may only be used for the purposes of submitting Convert Market Orders;

b. EQI may change the endpoints of any EQI API Connection from time to time and/or may change the settings of any EQI API Connection, including to impose any particular trading limits and/or minimum order amounts with respect to specific Users, in each case at any time for any reason in its sole discretion and shall not be obliged to provide any prior notice to User of any such change;

c. EQI may restrict or terminate a EQI API Connection at any time for any reason in its sole discretion, for example, including (but not limited to) where EQI suspects that the User is using the EQI API Connection for the purposes of price arbitrage, market manipulation or is otherwise exploiting pricing provided by EQI via the Binace API Connection for the purposes of gaining a market advantage, and EQI is not obliged to provide any prior notice to User of any such restriction or termination or any reason therefor;

d. a EQI API Connection is provided “as is” and is used by a User entirely at its own risk. EQI shall not be liable for any error, malfunction, or unavailability of any EQI API Connection or any losses incurred by a User or any third party in connection with the use of (or inability to use) any EQI API Connection; and

e. if User is redistributing any prices provided by EQI through a EQI API Connection, whether in relation to the Convert Services or otherwise, EQI shall not be a party to, nor have any obligation with respect to, any transaction entered into by the User with any third party (including any customer of the User) on the basis of a price provided by EQI. User shall be solely responsible for its transactions and relationships with third parties (including its own customers), including without limitation any obligations or duties arising under applicable law or regulation. To the extent that User applies any mark-up or spread to prices received from EQI for the purposes of trading with its own customers, User shall be solely responsible for determining the amount of and appropriateness of any such mark-up or spread and EQI shall have no involvement with, or liability in relation to, any such decision or other decision regarding transactions between the User and any customer of User or other third party. Unless otherwise agreed by EQI in writing, User shall not identify EQI as the source of any prices provided to User to any third party (including User’s own customers) nor use the name “EQI” or any logo or symbol of EQI in its own marketing, communications with third parties, websites or for any other purpose.

B. General Terms

1. All terms and references used in these Convert Terms and which are defined and construed in the EQIBank Terms of Use(the “Terms of Use”), but are not defined or construed in these Convert Terms, shall have the same meaning and construction in these Terms.

2. These Convert Terms are to be read together with, and are supplemental to, the Terms of Use. In the event of any conflict or inconsistency between any provision of these Convert Terms and a provision of the Terms of Use, the Convert Terms shall prevail so far as such inconsistency relates to the Convert Services.