BEQUANT PRO LIMITED

TERMS OF BUSINESS

Before signing up to these Terms of Business, you should be aware that the risk of loss in crypto operations is substantial. The value of Digital Assets can be subject to extreme volatility.

Bequant reminds you to carefully read and fully understand these Terms. Unless you accept all the Terms, you shall not be entitled to use the OTC Trading Services. You are responsible for checking our website periodically in order to review the current version of the Terms. Please contact us if you have any questions: [email protected].

1. THE TERMS

1.1. These Terms constitute a legally binding agreement between you and Bequant Pro Limited, a private limited company incorporated in Malta, registered company number: C88065, with its principal place of business at the Core, Valley Road, Msida, MSD9021, Malta. Bequant Pro Limited is authorised and regulated by the Malta Financial Services Authority for the provision of virtual financial asset services to experienced investors with Class 3 VFAA Licence.

1.2. For the purposes of these Terms:

(a) any reference to "Bequant", "we", "us", "our" and/or similar terms shall be construed as reference to Bequant Pro Limited; and

(b) any reference to "you", "your" and/or similar terms shall be construed as reference to you, as the user of the OTC Trading Services.

1.3. These Terms of Business, together with Schedule 1 (OTC Trading), all policies (including the Privacy Policy) and any additional terms as amended from time to time (collectively, the "Terms" ), set out the basis on which Bequant will provide the OTC Trading Services. Your access to and use of the OTC Trading Services will be treated as ongoing acceptance of the Terms (as amended from time to time).

Acceptance of these Terms is conditional upon your acceptance of the terms of our affiliated entity, (Bequant Prime Limited "BPL"), namely the Bequant Prime Terms of Service (the "BPL Terms" ). By proceeding further, you acknowledge and agree to be also bound by the BPL Terms, and you expressly consent to your data being shared with BPL and other affiliated entities within the Bequant Group Companies for the purposes of providing the OTC Trading Services.

1.4. By signing up to, accessing or using Bequant's OTC Trading Services, you confirm that you have carefully read, understood and agreed to all of the Terms.

1.5. These Terms may be amended from time to time. Any amendments will be displayed on our website or otherwise communicated to you in accordance with the Applicable Law. Your continued use of the OTC Trading Services after such amendments shall constitute your acceptance of the amended Terms, unless you notify us of your objection in writing within two (2) Business Days of the update. Should you have any questions concerning these Terms, please contact us at [email protected].

2. INTERPRETATION

2.1. In these Terms:

(a) "Applicable Law" means any and all applicable laws, statutes, rules, regulations, circulars, policies and procedures, orders or determinations of any regulatory or governmental authority, interpretations of any relevant exchanges and markets in which we may elect to hedge any trades; and any other applicable regulatory, self-regulatory or governmental authority requirements from time to time.

(b) "Authorised Person" means any person that you authorise (either alone or collectively) and Bequant approves to act on your behalf in giving Instructions, operating the Bequant Account or performing any other act in connection with the Terms.

(c) "Bequant Account" means any account created by Bequant for you upon registration with Bequant to access the OTC Trading Services.

(d) "Bequant Group Companies" refers to the following entities:

• Bequant Holding Limited, incorporated in Malta with company number C87895;
• Bequant Pro Limited, incorporated in Malta with company number C88065;
• Bequant Servicing Limited, incorporated in the UK with company number 11518450; and
• Bequant Prime Limited, incorporated in Seychelles with company number 218593;

(e) "Bequant Rules" refers to these Terms and other guides, agreements or terms, rules, implementation rules, product procedure descriptions, announcements and other related matters that are published from time to time by Bequant or otherwise made available to you.

(f) "Business Day" means any day on which Bequant is open for business.

(g) "Costs" include costs, fees, charges, disbursements and/or expenses, including those arising in connection with:

• the OTC Trading Services; and
• engagement of third-party service providers (on a full indemnity basis) including legal advisers, trustees, or any agent, delegate nominee, custodian or sub-custodian appointed by us (if applicable).

(h) "Digital Assets" means the coins, stablecoins (excluding unauthorized stablecoins), tokens or other digital assets as supported by Bequant.

(i) "Events of Default" means the events outlined in Clause 12.1.

(j) "Fiat" means non-digital currencies issued by central banks pursuant to government regulation.

(k) "Force Majeure Event" means any event that is beyond our reasonable control and prevents or delays us from performing our obligations under these Terms in respect of the OTC Trading Services, including:

• acts of God (including earthquake, fire, explosion, flood, tornadoes, hurricanes, epidemics, pandemic, drought or other natural disasters);
• acts of war and terrorism, declared or undeclared;
• civil disorder (including any act of a public enemy, sabotage, malicious damage, terrorism or civil unrest);
• embargoes (including confiscation, nationalization, requisition, expropriation, prohibition, restraint or damage to property by or under the order of any government or government authority);
• labour disputes (including strikes, blockades, lock out or other industrial disputes);
• failure or interruption in the internet, communication channels or information systems relevant to the provision of OTC Trading Services;
• viruses, malware, other malicious computer codes, or hacking of any part of the OTC Trading Services;
• delay, failure, suspension or interruption in, or unavailability of, third-party venues, banks, custodians or liquidity providers;
• acts or omissions of parties for whom we are not responsible;
• data breaches or data-processing failures;
• adoption of or any change in the Applicable Law, or the interpretation of the Applicable Law by any relevant government agency, or the public statement or action by any such agency, official or representative;
• events which significantly disrupt the digital asset markets, including but not limited to premature closure of trading, excessive movements in the price, supply or demand of Digital Assets, or failure of reference instruments used for OTC quotations; or
• liquidity providers not providing, or being unable to provide, liquidity to us (liquidity describes the degree to which a Digital Asset can be quickly bought or sold at a price reflecting its appropriate value).

(l) "Instruction" means an instruction from you to Bequant in relation to the OTC Trading Services.

(m) "Internal Policies" has the meaning given to that expression in Clause 6.2(f).

(n) "Loss" includes any direct, indirect or consequential loss, damage, expense, demand, claims, liabilities, judgments, fines, penalties (whether civil, criminal or other) and amounts paid or payable in settlement, including, without limitation, all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing and Costs of any kind.

(o) "Order" / "OTC order" means an off-exchange OTC order or the Instruction to buy or sell the Digital Assets via the OTC Trading Services.

(p) "OTC Trading" / "OTC Trading Services" means the over-the-counter services provided by Bequant in accordance with Schedule 1 hereto.

(q) "Tax" means any form of taxation, levy, duty, charge, contribution, withholding or impost of whatever nature (including any related fine, penalty, surcharge or interest) imposed, collected or assessed by, or payable to, a Tax Authority.

(r) "Tax Authority" means any government, state, municipality or any local, state, federal or other fiscal, revenue, customs or excise authority, body or official anywhere in the world including, without limitation, HM Revenue & Customs.

(s) "Third-Party Service Provider" means an entity providing services (including but not limited to sub-custodians) and such entity is not part of the Bequant Group Companies.

(t) "Transaction" / "OTC trade" means any OTC trade or related activity carried out by Bequant with or for you in accordance with these Terms, as defined in details in Schedule 1 herein.

2.2. In these Terms, a reference to:

(a) a policy or document is a reference to that policy or document as modified or replaced from time to time;
(b) a Clause or schedule, unless the context otherwise requires, is a reference to a clause of or schedule to these Terms; and
(c) words importing the singular include the plural and vice versa, and words importing a gender include all genders.

2.3. The headings in these Terms are for convenience only and do not affect the meaning or interpretation of any provision of the Terms.

3. REGISTRATION AND ELIGIBILITY

3.1. For legal persons intending to register for OTC Trading Services, you must designate a representative who is a natural person aged 18 years of age or older with sufficient capacity and proper authorisation to (i) understand and accept these Terms and (ii) enter into OTC trades in Digital Assets on behalf of your institution. You certify that your institution's access to or use of the OTC Trading Services does not violate any Applicable Laws.

3.2. You certify that all information provided during the onboarding and registration process for OTC Trading Services is accurate, complete, and up to date. You are responsible for promptly notifying us of any changes to such information and for providing any additional information or documents we may reasonably request for compliance, legal or risk management purposes.

3.3. In order to access OTC Trading Services, you will be required to complete a registration process, which may include providing an email address, setting a password, and designating authorised representatives. You must ensure that only duly authorised persons within your institution are permitted to request or execute OTC Orders, and you shall not allow any unauthorised person to access or use the OTC Trading Services.

3.4. You will not be permitted to access or make use of OTC Trading Services unless and until you have confirmed that you have read, understood and accepted these Terms and any supplemental terms or disclosures specific to OTC trading.

3.5. Bequant reserves the right, in its sole discretion, to refuse to provide OTC Trading Services to you, to limit the number of authorised representatives who may act on your behalf, or to restrict or suspend OTC Trading Services for customers located in certain jurisdictions or otherwise failing to meet eligibility or compliance requirements.

4. BEQUANT'S SERVICES

4.1. Bequant provides you with the OTC Trading Services in accordance with the Terms.

4.2. You should read these Clauses together with Schedule 1, which forms an integral part of these Terms and sets out additional provisions, requirements, and procedures that apply to the OTC Trading Services.

5. FEES

5.1. In consideration for the provision of the OTC Trading Services, you agree to pay such fees or commissions as agreed with Bequant at the time of each OTC trade, whether via the Bequant platform or through manual means of communication (including, without limitation, email and/or Telegram). Such fees may take the form of a commission or another arrangement, and shall be confirmed by the parties prior to, or at the time of, each OTC trade execution.

5.2. Bequant may, where agreed, deduct any fees or commissions directly from the settlement amounts payable to you in respect of the OTC trade.

5.3. All fees and commissions are exclusive of any applicable taxes, duties, or levies, which shall be borne by you in accordance with Applicable Laws.

5.4. Bequant reserves the right to revise its fee arrangements in accordance with the Applicable Laws, provided that any such revisions shall not apply retroactively to the OTC trades already executed.

6. REPRESENTATIONS AND WARRANTIES

6.1. Each time you utilise the OTC Trading Services, you represent and warrant to Bequant that:

(a) you have the full power and authority to enter into and perform each OTC trade, and that any Digital Assets or fiat currency you use to settle the OTC trade are free from any charge or encumbrance that would prevent their use or transfer; and
(b) you have relied only on information provided directly by Bequant in connection with the OTC trade and have not relied upon any representation or warranty given by any other person.

6.2. In addition, you represent and warrant to Bequant that:

(a) you will not attempt to trade or request settlement in unsupported Digital Assets, coins, or tokens;
(b) you will not disguise or attempt to disguise your location or identity through IP proxying or any other method intended to circumvent the Applicable Laws and Bequant's compliance requirements;
(c) you will not use the OTC Trading Services:

• in contravention of any Applicable Law and the Bequant Rules;
• to engage in any activity that is unlawful, abusive, defamatory, obscene or that infringes intellectual property rights or breaches obligations of confidence;
• to interfere with or attempt to interfere with the normal operations of Bequant or to introduce any virus, malware, or other harmful program; or
• in any way which is not authorised or in breach of these Terms.

(d) you will be responsible for and shall pay all applicable taxes in respect of any OTC trades in accordance with the Applicable Law;
(e) you shall not engage in, attempt to engage in, or facilitate the OTC trade in a manner that may result in or contribute to market abuse, including, without limitation, wash trading, pump-and-dump schemes, spoofing, layering, front-running, insider trading, or any other form of market manipulation as defined under the Applicable Law;
(f) you shall comply with all applicable internal policies, guidelines and procedures relating to market conduct and trading activities as may be communicated to you by Bequant from time to time (the "Internal Policies"), as it may be communicated to you from time-to-time;
(g) you shall immediately report to Bequant any observed or suspected market manipulation or other activities prohibited by the Applicable Law or the Internal Policies or the Bequant Rules, whether conducted by yourself or others, to the extent permissible under the Applicable Law; and
(h) you shall not facilitate the Transactions under the Terms to further engage in, attempt to engage in or facilitate any transactions with individuals and/or entities listed on any trade or economic sanctions lists, issued by any competent authority. This includes, but is not limited to:

• persons or groups involved in terrorism and terrorist financing, such as the Islamic State in Iraq and the Levant (Da'esh), Al-Qaida, the Taliban, and any individuals or entities designated by the United Nations Security Council (the "UN Consolidated List") or the United Arab Emirates (the "Local Terrorist List");
• persons involved in financing the proliferation of weapons of mass destruction (WMDs), including:
  - Democratic People's Republic of Korea, related to nuclear, other WMD, and ballistic missile programs;
  - Islamic Republic of Iran, related to nuclear programs;
  - any other sanctions lists, issued by competent authorities such as the United Nations Security Council, European Union, the Monetary Authority of Singapore, Hong Kong Monetary Authority, Hong Kong Customs and Excise Department, or the U.S. Office of Foreign Assets Control.

7. ANTI-MONEY LAUNDERING, SANCTIONS AND LIMITATION TO OUR SERVICES

7.1. Upon registration for OTC Trading Services, Bequant will conduct identity and customer due diligence checks to the extent required to comply with all applicable anti-money laundering, counter-terrorist financing, sanctions, and related regulations. Your access to and use of the OTC Trading Services is conditional upon the successful completion of this process. Where appropriate, Bequant may require you to provide additional information or documentation to determine your eligibility to use the OTC Trading Services. Failure to provide required information or documents, provision of incorrect or incomplete information or documents, or failure to comply with our instructions may result in the OTC Trading Services being unavailable to you.

7.2. You authorise Bequant to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity, the legitimacy of any Digital Assets or fiat funds used in OTC trades, or to protect you or Bequant against fraud, financial crime, or other unlawful activity. You acknowledge and agree that your information may be disclosed to credit reference, fraud prevention, financial crime or regulatory agencies, which may respond to our inquiries in full.

7.3. You warrant that you will not use the OTC Trading Services to transact in any fiat currency or Digital Assets which you know or suspect to be in violation of anti-money laundering, counter-terrorist financing, or sanctions regulations. This includes, but is not limited to, receiving or supplying Digital Assets to or from individuals, entities, or countries subject to financial sanctions. If you become aware or suspect that any funds or Digital Assets received in connection with an OTC trade contravene applicable anti-money laundering, sanctions, or related regulations, you must immediately notify Bequant by email at [email protected].

7.4. Bequant shall monitor the OTC trades and, in the case of a suspicious or unusual transaction, reserves the right to suspend or delay execution or settlement, including the withholding of fiat funds or Digital Assets, for such period as we deem necessary. Bequant may also suspend or reject any transaction if we reasonably believe its execution would expose us or our affiliates or Bequant Group Companies to liability, or may involve or result in a breach of the Applicable Law. Bequant shall not be liable to you for any losses, damages, or other claims arising from such suspension, delay, or rejection.

7.5. Bequant has a legal duty to report any suspicious activity identified during our relationship with you to the relevant authorities, as well as to comply with other reporting obligations deriving from the Applicable Laws. Bequant shall not be liable to you for executing such duties.

7.6. Bequant is not permitted to provide the OTC Trading Services to residents of certain prohibited countries (these are known as "prohibited countries") or to individuals or entities subject to sanctions. The list of prohibited countries may be updated from time to time and accessed here. If you are, or become, a resident of a prohibited country, or if you act on behalf of such a resident, you will not be able to access or use the OTC Trading Services. If you are travelling to a prohibited country, you may not have access to the Bequant Account, the Bequant platform and the OTC Trading Services. If you have any questions, please contact us at [email protected].

7.7. Bequant shall not be liable for any losses arising from your inability to access or use the OTC Trading Services as a result of your residency or presence in a prohibited country, a change in the list of prohibited countries, or circumstances outside of our control.

7.8. Bequant may terminate its business relationship with you and/or any entity you represent at any time if we determine that continuing the relationship would expose us to money laundering and/or terrorist financing and/or sanctions risk.

8. SECURITY

8.1. You are responsible for maintaining adequate security and control of all details and credentials used by your authorised representatives to access or communicate with Bequant in relation to OTC Trading Services, including e-mail addresses, usernames, passwords, two-factor authentication codes, or any other codes or credentials agreed with Bequant (if applicable).

8.2. Bequant will recognise instructions provided by your authorised representatives via the agreed communication channels (including, without limitation, the Bequant platform, email or Telegram) as valid. You acknowledge that all such instructions will be treated as having been provided by you, and you will bear full responsibility for them. If instructions are provided by any person who is not duly authorised but uses your designated communication channels, Bequant reserves the right to hold you responsible for any resulting transactions or liabilities.

8.3. Bequant uses reasonable endeavours to protect its systems against computer viruses, worms, Trojan horses, malware and other harmful code. Bequant does not warrant that its systems or communications are free from such risks and accepts no liability for any loss or damage that may result from the transmission of malware or third-party software issues affecting your systems.

8.4. You are required to notify Bequant as soon as practicable of any suspected breach of security relating to your authorised representatives or communication channels by sending an email to [email protected] with the subject line "Security Breach" and including all relevant details.

8.5. You must take all reasonable steps to minimise the impact of any security breach, including, where appropriate, immediately updating or revoking the credentials of the affected authorised representative(s).

8.6. Bequant shall not be responsible for any Losses you suffer as a result of security breaches affecting your systems, credentials, or communication channels.

8.7. Bequant takes reasonable measures to safeguard the information you provide and to maintain the security of the OTC Trading Services. In the event of any security breach within Bequant's own systems, we will use reasonable endeavours to notify you of the nature of the breach, any compromised information, and the remedial steps we are taking within 72 hours of discovery. In the case of a large-scale breach, we will provide further details as soon as reasonably practicable.

9. LIMITATION OF OUR LIABILITY

9.1. Bequant shall only be liable to you for Loss or damage caused directly and reasonably foreseeable by our breach of these Terms and our liability in these circumstances is limited as set out below.

9.2. To the maximum extent permitted by Applicable Law, in no event shall Bequant, Bequant Group Companies, or any of our or their respective officers, directors, agents, employees, or representatives, be liable for any loss or damage arising under or in connection with these Terms, including in connection with the OTC Trading Services, whether under contract, statute, strict liability, or other theory, including but not limited to:

• any incidental, indirect, special, punitive, consequential, or similar damages (including, without limitation, damages for loss of data, information, revenue, profits, business opportunities, or other financial benefits), whether or not foreseeable;
• any loss of anticipated trading profits or trading opportunities, including any actual or hypothetical trading losses, even if Bequant knew or should have known of the possibility of such losses;
• any loss of or damage to reputation or goodwill, any loss of business or opportunity, customers or contracts, any loss or waste of overheads, management or other staff time; or any other loss of revenue or actual or anticipated savings, even if we are advised of or knew or should have known of the possibility of the same;
• any loss of use of hardware, software or data and/or any corruption of data; including but not limited to any losses or damages arising out of or relating to any inaccuracy, defect or omission of digital currency price data; any error or delay in the transmission of such data; and/or any interruption in any such data;
• the general risks of entering into any OTC trade, including those described in the Risk Disclosure Statement;
• the acts, omissions, default, or insolvency of any counterparty to an OTC trade, third-party service provider, bank, exchange, broker, custodian, or nominee;
• any decision made by you to direct Bequant to deliver the Digital Assets or fiat to a specific third party, custodian, or exchange, even where Bequant may have had information suggesting such decision may be unwise;
• reliance on any information regarding Digital Assets, markets, or trends, even if provided by Bequant at your request, it being understood that such information is provided for general informational purposes only and shall not in any circumstances constitute investment, financial, legal, or tax advice;
• any delay, refusal, suspension, or rejection of the OTC trade execution or settlement where Bequant reasonably considers it necessary;
• your or the Authorised Person's Instructions, any unauthorised Instructions or our refusal to act on any Instruction;
• any Force Majeure Event, network event or the Event of Default;
• any other Loss which does not stem directly from our breach of these Terms;
• any interruption, delay, suspension, discontinuance or failure of the OTC Trading Services;
• any refusal to process or authorise, or any reversal of, any Transaction for any reason;
• your inability to effect or complete any transaction due to system maintenance or breakdown or non-availability of the website, network, our hardware or software or that of any third parties;
• any unauthorised or ineligible use of the OTC Trading Services contrary to these Terms;
• our compliance with the Applicable Laws and/or court orders;
• your inability to use the OTC Trading Services or the cost of procuring substitute services;
• termination of these Terms; and/or
• any Loss or damage whatsoever which is in excess of that which was caused as a direct result of our breach of these Terms (whether or not you are able to prove such Loss or damage).

This Clause 9.2 applies regardless of whether the Loss was reasonably foreseeable, except to the extent of a final judicial determination that such damages were caused by Bequant's or Bequant Group Companies' gross negligence, fraud or wilful misconduct.

9.3. To the maximum extent permitted by the Applicable Law, Bequant makes no warranties, whether express or implied, in relation to the OTC Trading Services, including but not limited to implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security, accuracy, title, or completeness. Bequant does not represent or warrant that access to or execution of OTC trades will be continuous, uninterrupted, timely, or error-free.

9.4. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF BEQUANT AND/OR BEQUANT GROUP COMPANIES, AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF OR IN CONNECTION THE OTC TRADING SERVICES PROVIDED HEREUNDER, ANY PERFORMANCE OR NON-PERFORMANCE OF SUCH SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF BEQUANT AND/OR BEQUANT GROUP COMPANIES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF USD$50,000.

9.5. Bequant's websites and/or the Bequant's platform may contain links to other websites on the internet. These other websites may not be under the control of Bequant, and you acknowledge that, whether or not such websites are affiliated in any way with Bequant, Bequant is not responsible for the accuracy, legality, decency or any other aspect of the content of such websites.

9.6. While Bequant endeavours to engage only with reputable counterparties, banks, custodians, exchanges and service providers, we do not guarantee their solvency, operational integrity, or performance. You acknowledge and accept that the Digital Assets or fiat funds held with or through such third parties (if applicable) may be subject to risks (including insolvency, technical failures, security breaches, or regulatory actions), which may result in partial or total loss. You bear all such risks and agree to indemnify, defend, and hold harmless Bequant and/or the Bequant Group Companies, their affiliates, and their respective directors, officers, employees, and agents from any claims, losses, liabilities, damages, costs or expenses (including reasonable legal fees) arising in connection therewith.

9.7. We do not provide financial, legal, tax or investment advice. Any information we provide in connection with the OTC Trading Services is for general informational purposes only and should not be construed as a recommendation or solicitation to enter into any Transaction. You are solely responsible for evaluating the suitability of any Transaction in light of your individual circumstances, and we strongly recommend you seek independent advice from appropriately qualified professional advisers.

9.8. By accessing or using this Website, you acknowledge and agree that we and our affiliates, directors, officers, and employees shall not be held liable for any decisions, actions, or omissions taken by you or any third party affiliated with you in reliance on the information provided herein.

9.9. Nothing in these Terms shall exclude or limit our liability based on our fraud or fraudulent misrepresentation, deliberate misconduct, gross negligence or for death or personal injury arising from our gross negligence. If and to the extent the Applicable Law does not allow the above limitations of warranty and liability, such limitations shall not apply to you.

10. YOUR LIABILITY

10.1. You shall be fully responsible for any Losses, expenses or other Costs (including reasonable legal fees) incurred by Bequant or any Bequant Group Company, as well as our respective officers, directors, agents, employees, and representatives, arising out of or in connection with your use of the OTC Trading Services or any breach of these Terms, whether by you or any authorised representative, where such conduct is intentional, reckless, or negligent.

10.2. If Bequant or any Bequant Group Company is subject to a claim by any third party due to your conduct (or that of your authorised representative), we may recover from you any and all Losses, expenses, or other Costs incurred by us as a result of such claim.

10.3. Where we reasonably believe that you (or any authorised representative) are engaging or attempting to engage in fraudulent, unlawful, or otherwise improper activity in connection with the OTC Trading Services, we may take such steps as we consider necessary or desirable to prevent, mitigate or investigate such activity. You agree to comply with any related requests from us, including providing information or documentation, to the maximum extent permitted by the Applicable Law.

11. DATA PROTECTION

11.1. You agree that you have read and agreed to the terms of the Privacy Policy.

11.2. Bequant shall process any personal data relating to you or your authorised representatives strictly in accordance with the Applicable Laws.

11.3. You acknowledge and accept that Bequant may, from time to time, carry out testing and maintenance of its systems (including back-up systems). In such testing, Bequant may use copies of your data (or anonymised / pseudonymised data where feasible) to validate system integrity, in accordance with applicable data protection laws, and ensuring that any such processing is limited to what is necessary and subject to appropriate safeguards.

11.4. You acknowledge and agree that we may share your personal data with third-party service providers (including custodians, payment processors, compliance and fraud-prevention agencies and IT service providers) solely for the purposes of providing the OTC Trading Services, complying with the Applicable Laws, or protecting our legitimate interests.

12. CANCELLING OTC TRADES AND TERMINATING OR RESTRICTING ACCESS TO OTC TRADING SERVICES

12.1. If the following "Events of Default" occur:

• we reasonably believe that your use of the OTC Trading Services is in violation of any Applicable Laws (including AML/CTF, market abuse and sanction issued by any regulator or government agency), theseTerms, the Bequant Rules or its counterparties' legitimate interests;
• it becomes or may become (in our reasonable opinion) contrary to the Applicable Laws for either party to maintain or give effect to all or any of the obligations under these Terms;
• we are requested by any regulatory or governmental authority (whether or not the request is legally binding) to cancel or suspend any OTC trade (or any part thereof);
• we are requested to close out or cancel any OTC order (or any part thereof) by any regulatory or other governmental authority (whether or not the request is legally binding);
• we consider it necessary or desirable, in our sole discretion, to suspend or cancel any OTC trade in order to maintain market integrity, comply with risk management standards, or protect the safety and interests of Bequant, its clients, or third parties;
• you have, or we reasonably believe you have, acted in an unfair, abusive, or unlawful manner in connection with the OTC Trading Services;
• any regulatory authority with jurisdiction over you suspends the conduct of your usual business or revokes any material authorisations, memberships, licences, or approvals;
• you become unable to meet your obligations as they fall due (including failure to pay fees, charges, or settlement amounts when requested), or you enter into liquidation, insolvency, administration, or a similar proceeding, or propose an arrangement with your creditors;
• you become subject to an administration order or have a receiver or similar appointment or order are made or proceedings commenced in respect of any of your assets;

we may without notice:

• terminate, cancel or refuse to settle the OTC trade entered into by you;
• suspend or restrict your ability to access or use the OTC Trading Services;
• withhold, delay, or offset settlement amounts or assets otherwise due to you; and/or
• take any other action we reasonably consider necessary to prevent or mitigate adverse consequences to Bequant, the OTC Trading Services or third parties.

12.2. If you become aware of the occurrence of any event referred to in Clause 12.1 and/or the Event of Default, you must give us notice of such event as soon as is reasonably practicable.

12.3. If we terminate the OTC trade, or restrict or suspend your use of the OTC Trading Services, in accordance with this Clause 12, we shall not be liable for any Losses, expenses, or other Costs incurred by you or any third party as a result.

13. INTELLECTUAL PROPERTY

13.1. All intellectual property relating to Bequant and/or the OTC Trading Services, including but not limited to trademarks, logos, trade names, software, databases, trade secrets, design elements, text, graphics, and any related proprietary materials, shall remain the exclusive property of Bequant or its affiliates. You may not copy, reproduce, modify, transmit, or otherwise use any of the foregoing materials for commercial purposes without our prior written consent.

13.2. All rights in the name of Bequant, including but not limited to business goodwill, trademarks, service marks and logos, are owned exclusively by Bequant or its affiliates or Bequant Group Companies.

13.3. You shall not, during your use of the OTC Trading Services, infringe, misuse or otherwise violate the intellectual property rights of Bequant or its affiliates or Bequant Group Companies or any third party.

13.4. Your access to or use of the OTC Trading Services does not grant you any rights, title, or interest in or to any intellectual property of Bequant, its affiliates, Bequant Group Companies or third parties. No licence, assignment, or transfer of intellectual property rights is granted or implied by these Termsexcept as expressly set out herein.

13.5. Your access to or use of the OTC Trading Services shall not be deemed to grant, assign or transfer to you any intellectual property rights belonging to Bequant, its affiliates, Bequant Group Companies.

14. TERM AND TERMINATION

14.1. If you wish to terminate your relationship with Bequant in respect of the OTC Trading Services, you must provide us with at least ten (10) days' prior written notice by email to [email protected] with the wording "OTC Termination Request" in the subject line. Termination will not take effect until all outstanding obligations, commitments or settlements (including payment of any amounts due to Bequant or Bequant Group Companies) have been fully discharged.

14.2. Once Bequant has received your termination request and confirmed that all obligations have been satisfied, we will terminate your access to the OTC Trading Services within a reasonable time period, subject to any retention of records required under the Applicable Laws.

14.3. Bequant reserves the right to suspend, restrict, or terminate your access to the OTC Trading Services and to terminate these Terms immediately upon notice, including (without limitation) where:

• you provide incorrect, incomplete, or misleading information, or make a representation or warranty that proves to be incorrect or misleading;
• you act fraudulently or dishonestly, or Bequant reasonably believes that the Transaction is fraudulent, erroneous, or unlawful;
• you repudiate or otherwise reject these Terms or any executed OTC trade;
• in our opinion, an event occurs which is likely to have a material adverse effect on your ability or willingness to comply with your obligations under these Terms;
• you or your authorised representatives become subject to a regulatory or governmental investigation or proceeding;
• assets you use for settlement become subject to enforcement, seizure or expropriation;
• you are convicted of a financial, tax, or other crime in any jurisdiction;
• you, any of your authorised representatives or any person or entity controlling, controlled by, or under common control with you becomes the subject of economic or financial sanctions, or is listed on any applicable sanctions list issued by the United Nations, European Union, United Kingdom, United States, or any other relevant authority;
• we consider, in our discretion, that the OTC Trading Services are being used in an irregular, abusive, or improper manner;
• you fail to provide information or documentation requested under these Terms or as required by the Applicable Laws.

14.4. You acknowledge that Bequant's decision to take any action under Clause 14, for any reason in our sole discretion, may be based on confidential criteria forming part of our risk management or compliance protocols. Bequant is under no obligation to disclose the details of such protocols to you.

14.5. Any suspension, restriction, or termination of the OTC Trading Services shall continue until the relevant circumstances no longer exist, as determined by Bequant in its sole discretion. Bequant shall have no obligation to execute or reinstate any OTC trade or transaction on the same price or terms as those prevailing before such suspension, restriction, or termination.

14.6. For the avoidance of doubt, termination or suspension of these Terms shall not operate retroactively and shall not affect or unwind any OTC trade or transaction that has already been executed and completed prior to termination. All rights and obligations in respect of such completed OTC trades shall remain binding and enforceable, and no completed OTC trade may be reversed or set aside unless required under the Applicable Laws.

15. FEEDBACK AND COMPLAINTS POLICY

15.1. If you have any feedback, questions, or complaints relating to our OTC Trading Services, please contact us at [email protected]. Whilst we strive to respond as soon as possible, you acknowledge that for complex matters it may take up to fifteen (15) days or longer for us to provide a substantive response.

16. FINANCIAL ADVICE

16.1. Any information provided to you by Bequant, whether through its representatives, communication channels, or otherwise in connection with the OTC Trading Services, does not constitute financial, investment, legal, tax, or other professional advice in respect of any particular transaction. Such information must not be treated as a substitute for specific professional advice.

16.2. You are solely responsible for any decision to enter into, settle, or otherwise participate in the OTC trade in the Digital Assets, and such decisions should take into account your own risk tolerance, investment objectives, and financial circumstances. You should always seek advice from appropriately qualified professional advisers in relation to any particular transaction and your specific circumstances.

17. BANK

17.1. You acknowledge and accept that any bank transfer made in connection with the OTC Trading Services may be blocked, delayed, suspended, or otherwise affected by the transmitting or receiving bank, and that there are inherent risks associated with bank insolvency or failure. You assume all such risks, including the risk that delays or failures in bank transfers may prevent you from meeting your obligations under theseTerms. Bequant shall have no liability for late deposits, delayed settlements, or any resulting Losses arising from banking system risks or failures.

18. TAX

18.1. It is your sole responsibility to determine whether, and to what extent, any Taxes apply to any OTC trades you conduct with Bequant, and to withhold, collect, report and remit the correct amounts of such Taxes to the appropriate tax authorities. Bequant shall not be responsible for determining your tax obligations or for withholding, collecting, reporting, or remitting any taxes arising from your OTC trades.

19. MISCELLANEOUS

19.1. Communication / Notice: You agree that Bequant will use the e-mail address and telephone number / telegram data you have provided to contact you in relation to the management and operation of the OTC Trading Services, including with respect to compliance or security matters. You are responsible for keeping your contact details up to date. Notices shall be deemed delivered when sent to your last notified contact details.

19.2. Entire Agreement: These Terms (including any schedules or documents incorporated by reference) constitute the entire agreement between you and Bequant with respect to the OTC Trading Services and supersede all prior discussions, agreements or understandings.

19.3. Survival: All provisions of these Terms which by their nature are intended to survive termination or expiry (including, without limitation, clauses relating to fees, liability, indemnity, intellectual property, data protection, and governing law) shall remain binding and enforceable after termination.

19.4. Invalidity: If any court or competent authority determines that any provision of theseTerms is invalid, unlawful or unenforceable to any extent, such provision shall, to that extent only, be severed from the remaining provisions. The remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by the Applicable Laws.

19.5. Relationship of the Parties: Nothing in these Terms shall be deemed to create, nor is intended to create, any agency, partnership, joint venture, fiduciary, or employment relationship between you and Bequant.

19.6. Assignment: These Terms are personal to you and you cannot transfer or assign your rights, interests and/or obligations to anyone else without our prior written consent. We may transfer or assign our rights interests and / or our obligations at any time, without your consent where permitted under the Applicable Laws, including as part of a merger, acquisition or other corporate reorganization involving any Bequant Group Companies or their affiliates, provided that this transfer or assignment does not have an adverse material impact on the quality of Bequant which you receive.

19.7. Set off: We shall at all times have a lien for any unpaid fees or debts to which Bequant is entitled under these Terms and we shall have a right to set off such unpaid fees, debts or other liabilities that you may owe to us or Bequant Group Companies against any of the Digital Assets belonging to you that we and Bequant Group Companies may hold in possession from time to time.

19.8. Security Interests: You must not create any security over your Digital Assets unless Bequant explicitly agrees to the contrary in writing.

19.9. No fiduciary duty: You acknowledge that none of:

• the relationship between you and us;
• the OTC Trading Services provided by Bequant; or
• any other matter,

gives rise to any fiduciary, trustee or equitable duties on our part in your favor. In particular, there are no duties that would oblige us to accept responsibilities more extensive than those set out in theseTerms or which prevent or hinder us in carrying out any of the activities contemplated by these Terms.

19.10. Enforcement of Our Rights: We may not always strictly enforce our rights under theseTerms. If we do this, it will be just a temporary measure and would not constitute a waiver of those rights. We may enforce our rights strictly again at any time.

19.11. Rights of Third Parties: Except where these Terms expressly provide otherwise by reference to the Contracts (Rights of Third Parties) Act 1999, no person other than a party to theseTerms (save for Bequant Group Companies) shall have any right under that Act to enforce any provision of these Terms. This does not affect any right or remedy of a third party which exists or is available independently of that Act.

19.12. Governing Language: Some of the content on our sites, applications, tools and services may be available in multiple languages. In case of any conflict between different language versions of such content or any omission in any language version thereof, the English language version of such content shall prevail.

19.13. Governing Law: These Terms (including any question regarding their existence, validity, interpretation, or termination), together with all non-contractual obligations arising out of or in connection with them, and all matters relating to the provision of OTC Digital Asset Trading Services, shall be governed by and construed in accordance with the laws of Malta.

19.14. Arbitration: Any dispute arising out of or in connection with the Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration by one or more arbitrators appointed under the London Court of International Arbitration (LCIA) Rules, which Rules are deemed to be incorporated by reference into this Clause:

• The seat, or legal place, of arbitration shall be London.
• The language to be used in the arbitral proceedings shall be in English.
• Where the LCIA decides that the case is suitable for determination by a sole arbitrator, the Parties and the arbitrator shall endeavor to conclude the proceedings within six (6) months of the transfer of the file to the tribunal.

19.15. Confidential Information:

Bequant Confidential Information: You agree and undertake not to disclose, share, or otherwise make available to any third party any confidential information related to Bequant and/or Bequant Group Companies, including but not limited to its corporate and internal structures, business models, business operations, employees, partners, advisors, affiliates, financial information, agreements (including drafts), email correspondence, telegram correspondence, data from Bequant's platform and context of negotiations, platform and Account's interfaces, the fact of existence of negotiations or contractual relationship with Bequant and any non-public details relating to Bequant's activities ( "Bequant's Confidential Information") without the prior written consent of Bequant.

This obligation shall not apply to the extent that disclosure is required by the Applicable Laws, regulations or a valid order of a court or other competent authority, provided that (to the extent legally permissible) you notify Bequant promptly prior to such disclosure and cooperate with Bequant and/or Bequant Group Companies in seeking confidential treatment or other appropriate protective measures.

This obligation shall survive the termination of the Terms for a period of three (3) years.

Your Confidential Information: Bequant collects and stores your personal and confidential information and private data in accordance with Privacy Policy ("Your Confidential Information"). We treat Your Confidential Information with due confidentiality and in compliance with applicable data protection laws, including the General Data Protection Regulation (GDPR).

You have the right to request the erasure of Your Confidential Information, as outlined in our Privacy Policy. We will comply with such requests subject to any applicable legal exceptions and data retention obligations required by the Applicable Laws and/or regulations.

You expressly authorize us to disclose Your Confidential Information to third parties as set out in theseTerms, including but not limited to cases:

• where it is necessary for the provision of our services under these Terms;
• in order to verify you for a third party, such as a referral partner;
• for the purpose of conducting our AML/KYC checks;
• if you give us written authorization for other cases;
• in order to comply with any request or order by any government agency or competent court; and/or
• as described in our Privacy Policy as published on our Website.

By entering into these Terms, you expressly consent to such disclosures.

Schedule 1

OTC Trading

This Schedule 1 (OTC Trading) is supplemental to the Terms and the provisions set out in the Terms shall continue to apply between you and Bequant. You will be deemed to accept the terms of Schedule 1 on each occasion you use the OTC Trading services. In the event of any conflict or inconsistency between the terms of Schedule 1 and the Terms, the terms of Schedule 1 shall prevail with respect to the services contemplated hereunder, unless expressly stated otherwise.

Bequant may make changes to the terms of Schedule 1 (or any terms or information incorporated by reference) at any time by updating the terms of Schedule 1 on our website and your continued use of the OTC Trading services and acceptance of these terms in Schedule 1 constitutes your express consent to any such changes.

Any capitalized terms used but not defined in this Schedule 1 shall have the meaning given to them in the Terms between the Parties.

BY USING THE OTC TRADING SERVICES OF BEQUANT IN ANY MANNER, YOU ARE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY ALL OF THE TERMS CONTAINED IN THIS SCHEDULE 1. YOU MAY NOT PICK AND CHOOSE WHICH TERMS APPLY TO YOU. IF YOU DO NOT AGREE WITH ALL OF THE TERMS IN THIS SCHEDULE 1 AND THE TERMS, AND BPL TERMS, YOU MUST CEASE ALL ACCESS AND USE OF THE BEQUANT OTC TRADING SERVICES. NOTHING IN THIS SCHEDULE 1 IS INTENDED TO CREATE ANY ENFORCEMENT RIGHTS BY THIRD PARTIES. IF YOU DO NOT UNDERSTAND ALL OF THE TERMS AND CONDITIONS IN THIS SCHEDULE 1, YOU SHOULD CONSULT WITH A LEGAL ADVISER BEFORE USING THE BEQUANT OTC TRADING SERVICES.

1. Interpretation

In this Schedule 1:

Agreed Communication Channel means such methods of communication as approved by Bequant and agreed between you and Bequant from time to time, which may include (without limitation) telephone, email, Telegram, online chat functionality and, if available, the Bequant platform. Bequant may withdraw the use of an Agreed Communication Channel at any time for any reason.
Bequant Quote shall have the meaning given to it in paragraph 3.1 of this Schedule 1.
Hedge Position Cancellation means the cancellation of any Hedge Position of Bequant.
Hedge Position means any transaction entered into by Bequant with a third party which it deems necessary to hedge the risk of entering into and performing its obligations with respect to the relevant OTC Transaction.
Manifest Error means any error, omission or misquote (whether an error of Bequant or any third party) which is manifest or palpable, including a misquote by any representative of Bequant 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 an OTC Transaction entered into with Bequant (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.
OTC Order means an instruction given by you to Bequant via an Agreed Communication Channel to buy or sell a specified quantity of the Digital Assets at a price on an over-the-counter basis and such instruction shall constitute an offer made by you to enter into the OTC Transaction on the basis of a price provided by Bequant.
OTC Transaction means any bilateral over the counter transaction in the Digital Assets entered into between Bequant and you and executed pursuant to the OTC Order submitted by you (or on your behalf) to Bequant via an Agreed Communication Channel.
Offer Window has the meaning given to it in paragraph 3.2 in this Schedule 1.
Products means such products as Bequant 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 Bequant in its sole discretion.
Prices has the meaning given to it in Section 2.1 below.
Price Request means a request made by you to Bequant, via an Agreed Communication Channel, for a price to buy or sell a specified quantity of the Digital Assets.
Purchased Digital Assets means the Digital Assets you are obligated to purchase pursuant to an OTC Transaction.
Purchase Price means the price of Purchased Digital Assets that you are obligated to pay pursuant to an OTC Transaction.
Trade Confirmation shall have the meaning ascribed to it in paragraph 4.3 of this Schedule 1.
Trading Limits shall have the meaning given to it in paragraph 4.6 of this Schedule 1.
Sale Price means the price of the Sold Digital Assets at which you are entitled to sell pursuant to the OTC Transaction.
Settlement Date means the date for settling the OTC Transaction.
Sold Digital Assets means the Digital Assets you are obligated to sell pursuant to the OTC Transaction.

2. Price

2.1. Bequant may provide indicative prices in OTC Transactions in such Products as agreed from time to time ("Prices"). At such times as mutually agreed between the Parties, you may submit the Price Request through an Agreed Communication Channel.

2.2. You acknowledge and agree that Bequant shall determine Prices in its sole discretion and may discontinue providing Prices in some or all of the Products or some or all of the Digital Assets and/or cease the use of an Agreed Communication Channel at any time for any reason. Bequant provides no representations as to the accuracy or fitness for purpose of any Agreed Communication Channel, nor does Bequant accept any responsibility for any Loss incurred by you arising out of or in connection with your use of an Agreed Communication Channel.

2.3. The Prices are proprietary in nature and so the Prices made available by Bequant may differ to other prices provided in the relevant Digital Assets by other providers. The Prices are subject to constant change and Bequant shall determine how long the Prices remain valid in its sole discretion.

2.4. You acknowledge that the Prices are provided solely for your use of the OTC Transactions and you may not communicate or otherwise use the Prices for any other reason without the prior consent of Bequant unless otherwise provided herein. You acknowledge that any Price provided by Bequant may be inclusive of bid-ask spread and/or a mark-up determined by Bequant to be appropriate for you and the type of the OTC Transactions. Bequant 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 the Applicable Laws).

3. Price Request, Bequant Quote and OTC Order

3.1. Upon receipt of the Price Request, Bequant may provide you, via the Agreed Communication Channel, the Price (which may be denominated in a fiat currency or the Digital Assets) at which Bequant is willing to sell or purchase (as the case may be) a specified quantity of the Digital Assets (the "Bequant Quote").

3.2. If you wish to enter into the OTC Transaction with Bequant based on the Bequant Quote, you must submit the OTC Order via the Agreed Communication Channel within ten (10) seconds of the time the Bequant Quote was sent or during the time of the telephone communication where the Bequant Quote was communicated to you (the "Offer Window").

3.3. Each OTC Order must include such details, as specified by Bequant from time to time, including (without limitation), the relevant trading pairs, the Price (which must be latest Price received from Bequant and shall not have expired or been withdrawn by Bequant, (provided that Bequant may in its discretion execute the OTC Order which references the 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 Bequant from time to time).

3.4. If the OTC Order is not submitted within the Offer Window, the Bequant Quote will be deemed to be rejected and expired and no transaction may be effective in accordance with the Bequant Quote.

3.5. Where any OTC Order is ambiguous or inconsistent with any other OTC Order, Bequant shall be entitled to rely and act upon any OTC Order in accordance with any reasonable interpretation thereof which Bequant believes in good faith to be the correct interpretation.

3.6. The OTC Order submitted by or on your behalf through the Agreed Communication Channel constitutes an offer to enter into the OTC Transaction between you and Bequant on the terms as set out in such OTC Order, which may be accepted or rejected by Bequant in its sole discretion.

3.7. Bequant may reject an OTC Order for any reason and nothing in this Schedule 1 or the Terms (or otherwise) obliges Bequant to enter into any OTC Transaction with you in response to an OTC Order. Bequant may refuse to enter into any OTC Transaction, accept or otherwise act on any OTC Order without giving any reason or any notice to you. An OTC Order which is not received by Bequant for any reason, including the failure or delay of any Agreed Communication Channel, shall be deemed rejected. Once submitted to Bequant, the OTC Order cannot be withdrawn, cancelled or amended by you once executed by Bequant unless otherwise permitted by Bequant in its sole discretion. Acceptance by Bequant of any OTC Order which does not comply with all of the requirements set out in this paragraph 3 of Schedule 1 shall not obligate Bequant to accept any subsequent non-confirming OTC Orders.

4. OTC Transactions

4.1. Execution of the OTC Order by Bequant, which shall occur upon express confirmation by Bequant to you through the Agreed Communication Channel that the related OTC Order is "done" or has otherwise been "executed", will constitute a binding agreement to the OTC Transaction between Bequant and you on the terms of the relevant OTC Order.

4.2. Bequant shall notify you of the OTC Transaction via the Agreed Communication Channel but any failure or delay in providing such notice shall not affect the effectiveness of such OTC Transaction. If you do not receive a message through the Agreed Communication Channel indicating that the OTC Order has been accepted and that the OTC Transaction has been entered into promptly after submitting the OTC Order to Bequant, you shall promptly contact Bequant through the Agreed Communication Channel to confirm the status of the relevant OTC Transaction.

4.3. For each OTC Transaction, Bequant shall send to you a written notification via the Agreed Communication Channel confirming the terms of the OTC Transaction, including (1) the Digital Assets to be purchased or sold; (2) the amount of such Digital Assets to be purchased or sold; (3) the Purchase Price or the Sale Price (as the case may be); and (4) the Settlement Date (the "Trade Confirmation"). You shall be responsible for comparing any Trade Confirmation or other record of any OTC Transaction entered into between you and Bequant to your own records of the OTC Transactions entered into with Bequant and shall notify Bequant of any discrepancies.

4.4. You acknowledge and agree that, if:

(a) Bequant determines that one or more of the Prices at which one or more of the 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 Bequant and/or in the event of extreme market volatility;
(b) Bequant has reason to believe that you have executed the 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 the OTC Transaction does not reflect prevailing market rates, or taking unfair advantage of the way in which Bequant offers prices; or
(c) Bequant reasonably suspects that an OTC Transaction is connected with money laundering, terrorist financing, fraud, sanctions evasion, or any other unlawful or improper activity, or that it may otherwise give rise to material regulatory or reputational risk for Bequant,

then, in each case, Bequant is authorised by you (without any payment or penalty due by either Bequant or you and provided that such action is in compliance with Applicable Law) to either:

• cancel/void such OTC Transaction(s) and treat such OTC Transaction(s) as if they had never been entered into; or
• amend the Price(s) of such OTC Transaction(s) (upon notice from Bequant to you of the amended Price(s)) to reflect the prevailing market price(s) as at the relevant time, as determined by Bequant by reference to an available source for fair market pricing.

4.5. If Bequant cancels the OTC Transaction pursuant to the rights referred to in paragraph 4.4 above, Bequant will reverse (if technically possible) any transfers of the 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 Bequant amends an OTC Transaction pursuant to the rights referred to in paragraph 4.4 above Bequant will confirm the details of the amended terms of the OTC Transaction to you through the Agreed Communication channel and will effect 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 Bequant's rights in paragraph 4.4 above.

4.6. You acknowledge and agree that any OTC Orders may be subject to risk and/or credit limits imposed by Bequant 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 Bequant ("Trading Limits"). Bequant may reject, or cancel or amend any OTC Order, in its sole discretion, where it breaches or will breach a Trading Limit. Bequant shall have no liability to you for any Loss incurred in connection with any of the OTC Orders which are rejected, or cancelled or amended by Bequant in circumstances where such OTC Orders breach a Trading Limit. You undertake to cooperate with Bequant and supply all information and data that Bequant considers reasonably necessary to set appropriate Trading Limits with respect to the OTC Trading.

4.7. You further acknowledge and agree that, in the absence of the Manifest Error, Bequant's records as to the OTC Transactions entered into with you shall be final and conclusive. However, Bequant may at any time rectify any error on any entry, statement, the 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 of the OTC Orders and OTC Transactions as required pursuant to the Applicable Laws.

4.8. Subject to Bequant's rights as otherwise set out in this Clause 4 of Schedule 1, the 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.

4.9. Bequant 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 Bequant considers in its sole and absolute discretion acting in good faith to be the correct or fair details of such of the OTC Transaction absent Manifest Error.

4.10. Without prejudice to the generality of the other terms in this Agreement, and in the absence of fraud or bad faith, Bequant 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, even if Bequant had been advised of the possibility of the same arising or that the same were reasonably foreseeable.

4.11. For each of the OTC Transaction, one party will sell, transfer, and deliver full legal and beneficial rights, title, and interest in the Purchased Digital Assets, while the other party will purchase these rights, title, and interest. Similarly, one party will sell, transfer, and deliver full legal and beneficial rights, title, and interest in the Sold Digital Assets, with the other party purchasing these rights, title, and interest. These transactions will be carried out in accordance with the settlement terms specified in Clause 5 of this Schedule 1. For the avoidance of doubts, any funds or Digital Assets transferred to us on a pre-funded basis will be by way of a title transfer, whereby all rights, titles and interest in those pre-funded amounts and Digital Assets will be passed on to Bequant. Bequant will only have a legal obligation to return an equivalent amount or equivalent Digital Assets in the event of a settlement failure.

4.12. You agree that Bequant may rely on, and you shall be bound by, any notice, the OTC Order or other communication provided by any person that Bequant reasonably believes is authorised by you to provide such notice, OTC Order or other communication, whether or not such person has actual authority to do so on your behalf.

5. Settlement

5.1. On the Settlement Date:

(a) where you are acting as purchaser of the OTC Transaction, you shall deliver a payment equal to the Purchase Price to Bequant or its designee by transfer of immediately available funds or Digital Assets to designated accounts or wallets (as notified between the parties from time to time) within a specific timeframe as instructed by Bequant; or
(b) where you are acting as seller of the OTC Transaction, you shall deliver the Sold Digital Assets to Bequant or its designee by transfer of immediately available Digital Assets to designated wallets (as notified between the parties from time to time) within a specific timeframe as instructed by Bequant.

5.2. Following receipt of payment equal to the Purchase Price or transfer of the Sold Digital Assets in accordance with paragraph 5.1 of this Schedule 1, Bequant shall either:

(a) where you are the purchaser of the OTC Transaction, deliver, or direct its designees to deliver, the Purchased Digital Assets to you by transfer of immediately available Digital Assets to designated wallets as notified between the parties from time to time; or
(b) where you are the seller of the OTC Transaction, deliver, or shall direct its designees to deliver, a payment equal to the Sale Price to you by transfer of immediately available funds or Digital Assets to designated accounts or wallets as notified between the Parties from time to time.

5.3. You agree and acknowledge that with respect to any and all wire transfers from you or on your behalf to Bequant, the name on the originating account must match exactly your name as provided by you to Bequant and if it does not, Bequant reserves the right to reject the wire transfer.

5.4. If on any Settlement Date, the parties have payment and delivery obligations with respect to multiple completed OTC Transactions in the same cryptocurrency, Bequant may net such completed OTC Transactions against each other as follows: (i) any Sold Digital Assets that you are required to deliver will be netted against any Purchased Digital Assets that Bequant is required to deliver; (ii) any Purchase Price that you are required to pay will be netted against any Sale Price that Bequant is required to pay; and (iii) a net number of units of the relevant cryptocurrency will be delivered by one party against a net purchase price to be paid by the other party.

6. Default

6.1. In the event that you fail to settle, disavow or repudiate an OTC Transaction in accordance with this Schedule, or you are subject to an Event of Default; Bequant or its designee shall have the right, in its sole discretion, to take any of the following actions:

(a) cancel, liquidate and terminate any OTC Transaction that has not yet settled and require you to pay Bequant an amount reasonably determined by Bequant to compensate it for any and all Losses in connection with such OTC Transaction, including any Cost incurred as a result of Bequant terminating, liquidating, obtaining or reestablishing any hedge or related trading position;
(b) set off and net any obligations of Bequant to you against any obligations of you to Bequant;
(c) terminate any or all of Bequant's obligations for future performance to you; and
(d) take such other actions as Bequant, in its sole discretion, deems necessary or appropriate for its protection, all without notice or advertisement.

7. Representations

7.1. You hereby represent and warrant to Bequant, on each Settlement Date:

(a) you acknowledge and agree that when entering into an OTC Transaction, you will be transacting for your own account, and in an arm's-length role in relation to Bequant and you are not acting as agent on behalf of anyone else. Bequant's duties and obligations under this Agreement and any OTC Transaction shall be solely to you and, unless expressly agreed otherwise, Bequant accepts no duties, obligations or responsibilities to any other party, regardless of whether Bequant is made aware of any such third-parties;
(b) you are the lawful owner of the Sold Digital Assets which you sell, transfer and deliver through Bequant or its designee under any OTC Transactions and such Sold Digital Assets are free and clear of any and all security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights. Also, you have the absolute right to sell, assign, convey, transfer and deliver such Sold Digital Assets;
(c) you are the lawful owner of your wallets and accounts which are owned and operated solely for your benefit, and no other person has any rights, titles or interests in any of your wallets and accounts;
(d) 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;
(e) you 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; and
(f) you are not relying on any communication (written or oral) made by or on behalf of Bequant 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. Bequant is not acting as your fiduciary or adviser in connection with that OTC Transaction.

8. Limitation of Liability

8.1. For the avoidance of doubt, the limitation of warrant and liability and indemnification and releases set out in the Terms shall cover the OTC Trading herein, and this Schedule 1 and the Terms shall be interpreted accordingly.

8.2. Upon the occurrence of any Hedge Position Cancellation, Bequant may, at its sole and absolute discretion, elect to terminate the OTC Transaction upon notice to you, in which event the OTC Transaction shall be deemed null and void. For the avoidance of doubt, in no event shall Bequant or Bequant Group Companies or service providers, or any of our or their respective officers, directors, agents, employees or representatives, be liable for any Loss or damage arising under or in connection with any action taken by Bequant in accordance with the preceding sentence.

8.3. You acknowledge and agree that the use of an Agreed Communication Channel in connection with the OTC Trading is entirely at your own risk and accordingly, you assume full responsibility and risk of Loss resulting from or relating to such use (including but not limited to any Loss, of any kind whatsoever arising directly or indirectly as a result of: (i) any Price provided by Bequant; (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 OTC Order, any rejection or non-execution of any OTC Order, or any delay by you in the receipt of any notification (including any Trade Confirmation) confirming that any OTC Order has or has not been executed; or (iv) any unauthorised access to or use of an Agreed Communication Channel).