User Terms – HashKey OTC

These User Terms (the “Agreement”) set out the terms and conditions between:
(1) HASHKEY TECHNOLOGY SERVICES PTE. LTD., a company limited by shares with its registered
address at 3 Church Street, #28-06, Samsung Hub, Singapore (049483) (the “Company” or
“HTS”); and
(2) Any user of the HTS Platform (“User”, together with the Company, the “Parties” and each, a
“Party”).
The User agrees to be bound by the following terms and conditions which will apply to Services which HTS
may in its absolute discretion provide to the User from time to time.

RISK WARNING ON DIGITAL PAYMENT TOKEN SERVICES
The Monetary Authority of Singapore (MAS) requires us to provide this risk warning to you as a customer
of a digital payment token (DPT) service provider.
Before you pay your DPT service provider any money or DPT, you should be aware of the following.
(a) Your DPT service provider is licensed by MAS to provide DPT services. Please note that this does
not mean you will be able to recover all the money or DPTs you paid to your DPT service provider
if your DPT service provider’s business fails.
(b) You should not transact in the DPT if you are not familiar with this DPT. This includes how the DPT
is created, and how the DPT you intend to transact is transferred or held by your DPT service
provider.
(c) You should be aware that the value of DPTs may fluctuate greatly. You should buy DPTs only if
you are prepared to accept the risk of losing all of the money you put into such tokens.
(d) You should be aware that your DPT service provider, as part of its licence to provide DPT services,
may offer services related to DPTs which are promoted as having a stable value, commonly known
as “stablecoin”.

1. Interpretation
In this Agreement, unless the context otherwise requires, the provisions in this Clause shall apply.
1.1. Definitions
“Acceptance” has the meaning given to the term in Clause 2.2.4.
“Account” means the fiat and/or Digital Payment Token account that the User registers with the
Company for the purposes of, but not limited to, accessing or using the Platform for the deposit,
withdrawal, sale and/or purchase of fiat and/or Digital Payment Tokens and recording the User’s
Transactions.
“Affiliate” means (a) in relation to any corporation, partnership or other legal entity, any other
Person that directly or indirectly Controls, is Controlled by, or is under common Control with, that
entity; and (b) in relation to any individual, any Associate of that individual.
“Agreed Channel” has the meaning given to the term in Clause 2.2.1.
“Airdrop” means the attempted distribution or distribution by a Digital Payment Token network of
any Digital Payment Tokens to Digital Payment Token addresses of a supported network.
“AML/CFT Requirements” means the anti-money laundering or counter-financing of terrorism
requirements prescribed by Applicable Laws.
“Applicable Laws” means any local or foreign law, ordinance, regulation, demand, guidance,
guidelines, rules, codes of practice, whether or not relating any Government Agencies as amended,
re-enacted and replaced from time to time.
“Associate” means, in relation to an individual, a minor child of that individual and any company or
trust which is directly or indirectly Controlled by such individual;
“Associated Entity” means any Affiliate entity to the Company which is a company duly
incorporated under the Applicable Laws, and is itself or is a wholly owned subsidiary of a company
possessing the necessary licensing to carry out any regulated activity.
“Authorised Persons” means, in respect of the User, person(s) authorised to submit, issue,
receive or respond to Requests for Quotes, Quotes, Client Orders and/or Acceptances, and
conclude Transactions, on behalf of the User in connection with this Agreement. To add or amend
Authorised Persons, the User may notify the Company pursuant to the notice provisions in Clause
17.13.
“Business Day” means any day other than a Saturday or Sunday on which banks in Singapore are
generally open for business.
“Client Order” means a bid or an offer made by the User to the Company in accordance with
Clause 2.2.3 to purchase or sell a particular quantity of a specified DPT at a specified price (whether
such price is denominated in a Fiat Currency or another DPT) from or to (as applicable) the
Company.
"Control" means:
(a) the power (whether directly or indirectly and whether by the ownership of share capital, the
possession of voting power, contract or otherwise) to appoint and/or remove all or such number of
the members of the board of directors or other governing body of an entity or partnership as are
able to cast a majority of the votes capable of being cast by the members of that board or body on
all, or substantially all, matters, or otherwise to control or have the power to control the policies and
affairs of that person; and
(b) the holding and/or the possession of the beneficial interest in and/or the ability to exercise the
voting rights applicable to shares or other securities in any person which confer in aggregate on
the holders thereof more than 50% of the total voting rights exercisable at general meetings of that
person on all, or substantially all, matters,
and “Controls” and “Controlled” shall be construed accordingly.
“Digital Asset Network” means the computer network which normally adopts the distributed ledger
technology to record transactions and govern the transfer of the applicable DPT.
“Digital Payment Token” or “DPT” has the same meaning given to it in section 2 of the Payment
Services Act 2019 of Singapore.
“Government Agency(ies)” means any governmental, semi-governmental, administrative, fiscal,
regulatory judicial or quasi-judicial body, department, commission, authority, tribunal, agency or
entity in or outside of Singapore.
“Foreign Bank” means, in relation to the United States, an organisation that (i) is organised under
the laws of a foreign country, (ii) engages in the business of banking, (iii) is recognised as a bank
by the bank supervisory or monetary authority of the country of its organisation or principal banking
operations, (iv) receives deposits to a substantial extent in the regular course of its business, and
has the power to accept demand deposits but does not include the U.S. branches or agencies of a
foreign bank.
“Foreign Shell Bank” means a Foreign Bank without a Physical Presence in any country but does
not include a regulated affiliate.
“Fork” means any change in the operating rules of the underlying protocols of a Digital Payment
Token that may result in: a) more than one version of that Digital Payment Token; and/or b) HTS
holding an amount (which may be an identical amount) of Digital Payment Tokens associated with
each forked network, in each case as determined by HTS.
“Instant Messenger Platform” means the instant messenger communication system(s) that is or
are mutually agreed upon by the Parties from time to time to be used to enter into Transactions
pursuant to this Agreement.
“Infrastructure Participant” means any trading venue or other financial market infrastructure that
facilitate the clearing, settlement, and recording of transactions relating to fiat currencies or Digital
Payment Tokens.
“Instruction” means any communication which HTS deems as having been given by the User or
an Authorised Person in relation to a Transaction.
“KYC” means know-your-client.
“Loss” means any and all claims, demands, proceedings, losses, damages, liabilities, deficiencies,
costs, charges and expenses, including without limitation all legal and other professional fees and
disbursements, interest, penalties and amounts paid in settlement whether by a third person or
otherwise.
“Network Event” in relation to a Digital Payment Token means any event (other than an Airdrop or
Fork) in respect of the blockchain or the smart contract that underlies a Digital Payment Token,
which is beyond HTS’s control, and results in either:
(a) a loss of control or ownership by HTS or a third party of any amount of such Digital Payment
Token; or
(b) Transaction records on the blockchain being altered, reversed or otherwise invalidated, whether
by way of a fraudulent act or consensus, which shall include without limitation any double spending
attack, 51-percent attack, or blockchain reorganization,
where in each such foregoing instance, HTS shall have the sole discretion to determine whether a
Network Event has occurred.
“Network Participant” means a person or entity who has the ability to cause the occurrence of a
Network Event, including any group of persons or entities acting in concert.
“Non-Cooperative Jurisdiction” means any country or territory that has been designated as noncooperative with international anti-money laundering principles or procedures by an
intergovernmental group or organisation, such as the Financial Action Task Force on Money
Laundering, of which the United States is a member and with which designation the United States
representative to the group or organisation continues to concur.
“OFAC” means the United States Office of Foreign Assets Control.
“Person” means any individual, corporation, partnership, association, limited liability company,
trust, estate or other entity, either individually or collectively.
“Proscribed Address” means:
(a) any blockchain address that appears in a list of addresses with which dealings are proscribed
by the United Nations or another Government Agency or relevant authority under Applicable Laws,
or is part of a group of addresses that appears in such a list; and
(b) without limiting the generality of this definition, an address stated on the United States of
America Department of Treasury’s Specially Designated Nationals list;
“Proscribed Person” means a person who appears to HTS to:
(a) be in breach of any AML/CFT Requirements of any jurisdiction;
(b) appear in a list of persons with whom dealings are proscribed by the United Nations or another
Government Agency or a regulatory authority under Applicable Laws; or
(c) act on behalf, or for the benefit of, any person described in paragraph (a) or (b).
“Physical Presence” means a place of business that is maintained by a Foreign Bank and is
located at a fixed address, other than solely a post office box or an electronic address, in a country
in which the Foreign Bank is authorised to conduct banking activities, at which location the Foreign
Bank (i) employs one or more individuals on a full-time basis, (ii) maintains operating records
related to its banking activities, and (iii) is subject to inspection by the banking authority that licensed
the Foreign Bank to conduct banking activities.
“Platform” means an electronic platform operated by the Company for provision of Services
through such website(s) as may be notified by the Company from time to time (which, for the
avoidance of doubt, includes all other subdomains).
“Platform Rules” means the terms and conditions, policy and any other rules that apply to the
Platform, as published on the Platform from time to time.
“Quote” means a price (which may be denominated in a fiat currency or another DPT) at which the
Company is willing to sell or purchase (as the case may be) a specified quantity of such DPT,
submitted by the Company to the User via Agreed Channel in accordance with Clause 2.2.2
indicating potential and non-binding terms on which the Company may be prepared to trade.
“Request” means a request for quote submitted by the User to the Company via Agreed Channel
and which specifies: (a) whether the counterparty is seeking to buy or sell a DPT; (b) the relevant
DPT; (c) the quantity of the DPT on either a spot or forward basis; (d) other related details or
arrangement.
“Safeguarding Institution” has the same meaning given to it in section 23(14) of the Payment
Services Act 2019 of Singapore.
“Sanctions” means any economic sanctions laws, regulations, embargoes or restrictive measures
as amended from time to time, administered, enacted or enforced by the United Nations, the United
States of America, the European Union or any Member State thereof, the United Kingdom,
Singapore, Hong Kong, or any other jurisdictions selected for inclusion hereunder by HTS from
time to time, or the respective governmental authorities of any of the foregoing responsible for
administering, enacting or enforcing Sanctions, including without limitation, OFAC, the US
Department of State, the United Kingdom Treasury or the Monetary Authority of Singapore .
“Sanctions List” means the Consolidated United Nations Security Council Sanctions List; the
Specially Designated Nationals and Blocked Persons List or the Sectoral Sanctions Identification
List maintained by the OFAC of the United States; the Consolidated List of Persons, Groups and
Entities subject to EU Financial Sanctions; the Consolidated List of Financial Sanctions Targets
maintained by the United Kingdom Treasury or any similar list maintained by, or public
announcement of sanctions made by, any other Sanctions authority.
“Services” means services provided by the Company to the User as available from time to time,
including but not limited to conducting Customer Due Diligence (“CDD”) and KYC checks in relation
to the identity of each User, the nature of each User's business and other details relating to
transactions, trading, custodising, paying fees, and recording of transactions, through the Platform,
or through such other facility provided by (or on behalf of) the Company.
“Settlement Date” means, in respect of a Transaction, the date(s) on which the relevant
consideration owing by one Party to the other Party shall be settled. Unless otherwise specified
within the Quote, Client Order or Acceptance or the Platform Rules, the Settlement Date shall be
the same date as the date on which the Transaction is entered into, save that, in respect of any fiat
currency owing by the Company to the User, the Settlement Date shall be the date falling two
Business Days after the date of the Transaction.
“Taxes” means taxes, levies, imposts, charges and duties imposed by any authority (including
stamp and transaction duties) together with any related interest, penalties, fines and expenses in
connection with them, except if imposed on, or calculated having regard to, the overall net income
of HTS.
“Transaction” means any transaction concluded by the User with the Company under, or is subject
to, the terms of this Agreement, and as subsequently confirmed by the Company to the User in
writing in any summary of such Transaction.
“Website” means www.hashkey.com, or any similar website relating to HashKey OTC that is
operated and maintained by HTS.
1.2. Singular, plural and gender
References to one Person include all genders and references to the singular include the plural and
vice versa.
1.3. Clauses and Headings
Unless otherwise indicated, references to Clauses are references to Clauses of this Agreement.
Headings shall be ignored in construing this Agreement.
1.4. Dates and times
References to dates and times in this Agreement and in documents entered into in connection with
this Agreement shall, unless otherwise specified, be construed as dates and times in Singapore.

2. Account and Service
2.1. General
2.1.1. The Services are available at HTS’s sole and absolute discretion and may change from time to
time. To utilize the Services, the User shall open and maintain an Account.
2.1.2. The User confirms and undertakes that the information provided during and after the opening of
the Account is complete, true and accurate; and shall inform HTS promptly of any changes to the
information. HTS is authorised to conduct investigations to verify the information provided and
require updates from the User from time to time as it considers appropriate.
2.1.3. The User expressly acknowledges and agrees that HTS may disclose the User’s and/or the
Account’s details to the Government Agencies or any third parties, as required by the Applicable
Laws without prior notice to, or consent from, the User.
2.1.4. The User is solely responsible for the security and operation of the Account and hereby confirms
that it will not share the User’s Account details with others or allow others to access, or use, the
User’s Account except with the express written agreement of HTS. The User is solely responsible
for the Account’s activities including authorised or unauthorised Transactions conducted through
the Account. The User hereby acknowledges that the User is solely responsible for any Loss arising
from, or in relation to, any authorised or unauthorised use of the Account.
2.1.5. Subject to any other clauses in the Agreement relating to custodial arrangements, the User
expressly acknowledges and agrees that none of the relationship between HTS and the User, the
activities contemplated by the Agreement or any other matter whatsoever, shall give rise to any
fiduciary or equitable duties by HTS in favour of the User. In particular, there are no duties that
would oblige HTS to accept responsibilities more extensive than those set out in the Agreement,
or which prevent or hinder HTS from carrying out any of the activities contemplated by the
Agreement.
2.1.6. The User expressly acknowledges and agrees that:
(a) in order to provide the Services (and in particular relating to the Transactions) as set out
herein, HTS may, at its discretion and from time to time, use third party service providers,
such as exchanges, brokers, banks and custodians;
(b) HTS may be unable to provide the Services (and in particular, for conducting any
Transactions) as set out herein if the relevant services provided by any third party service
providers become unavailable; and
(c) HTS shall not be in any way liable for the acts, omissions or unavailability or any Losses
sustained in connection with the use of such third party service providers, provided that HTS
shall have exercised reasonable care in its selection.
2.2. Request for quote; Quote; Client Order; Acceptance
2.2.1. During the term of this Agreement, provided that the User has satisfied the KYC screening and
information requirements of the Company from time to time, the User may submit a Request to the
Company via an Instant Messenger Platform, the Platform, email or other agreed electronic instant
messaging service or platform as available from time to time (“Agreed Channel”).
2.2.2. The Company may respond to a Request for quote by providing a Quote via Agreed Channel to
the User.
2.2.3. Following the receipt of a Quote, the User may submit a Client Order via Agreed Channel to
purchase or sell a particular quantity of a specified DPT at a specified price (whether such price is
denominated in a fiat currency or another DPT) from or to (as applicable) the Company via Agreed
Channel.
2.2.4. The Company shall, at its sole discretion, accept (“Acceptance”) or reject (or fail to accept) any
Client Order via an Agreed Channel, provided that any Acceptance shall take place prior to the
receipt by the Company of any cancellation or modification by the User of the User’s relevant Client
Order. Where the Company does not accept a Client Order, the Company may, at its sole and
absolute discretion, provide a further Quote to the User.
2.2.5. Subject accordingly to Clause 2.2.7, any Acceptance by the Company shall be considered to be
irrevocable and, each of the Parties will be deemed to be entering into a legally binding transaction
to buy or sell (as applicable) the legal and beneficial title to, and all rights and interests in, the
relevant DPT free from encumbrances upon such terms and at such price (whether denominated
in a fiat currency or another DPT) as set out, or referred to, in the relevant Client Order or
Acceptance (a “Transaction”). All such Transaction will be subject to the terms and conditions of
this Agreement and, where applicable, the Platform Rules. To the extent that there is any
inconsistency between the Platform Rules and this Agreement, the terms of this Agreement shall
prevail. For the avoidance of doubt, any inconsistency among applicable terms shall be settled
according to the following order of priority: (a) Trade confirmation sent by the Company (if any); (b)
product terms / addendum / schedules applicable to the specific product; (c) this Agreement; and
(d) the Platform Rules.
2.2.6. Following the entry into a Transaction, the User may obtain from the HTS platform, a summary of
the terms of the Transaction as a record of the terms of the Transaction which contains details to
identify such Transaction including the following information: (a) the type of DPT purchased or sold;
(b) whether the Company is purchasing or selling such DPT; (c) the price at which the DPT is
purchased or sold (“Transaction Price”); and (d) the date and time of the Transaction
(“Transaction Time”); provided however that any failure to send, or a delay in sending, such
summary (or failure to include the specified information above) shall not affect the validity of a
Transaction (and shall not entitle the User to any claims in damages).
2.2.7. Notwithstanding the above Clauses or any other provisions in this Agreement, if the Company
discovers that any Quote, Client Order, Acceptance and/or summary contained any error in
connection with any Transaction which results in an erroneous transaction (including but are not
limited to (i) Transaction Prices that are significantly different than prevailing market prices at the
Transaction Time; and (ii) Transaction Prices resulting from executions where the Company’s bid
was greater than its offer at the same Transaction Time), the Company will notify the User as soon
as reasonably practicable if an erroneous transaction is identified and any Transaction that would
have been entered into but for this Clause shall be deemed null and void or may modify as agreed
by the Company at its sole discretion. However, the Company shall not be able to exercise its rights
under this Clause in respect of any Transaction where the consideration due to the User has
already been settled in accordance with Clause 3 at the time of discovery of the error by the
Company provided that should a User identify an erroneous transaction before the relevant
Settlement Date, User is obliged to notify the Company of such error promptly, otherwise, the
Company, within its sole discretion, may declare such Transaction null and void or may agree to
modify such Transaction .
2.2.8. Requests, Quotes, Client Orders and Acceptances may only be submitted, made or received by
the User acting through any one of its Authorised Persons (or through the User itself or himself).
The Company shall be entitled to assume, without independent verification, that a person holding
out to be an Authorised Person of the User on an Agreed Channel is indeed the Authorised Person.
2.2.9. If the User is an individual and it wishes to appoint an Authorised Person, it must notify the
Company in writing.
2.3. Settlement
2.3.1. Prior to any Transaction entered into on the HTS platform, the User shall have paid and delivered
to the Company in consideration for the Transaction:
(a) such amount of fiat currency in immediately available funds; or
(b) such quantity of the relevant DPT on the applicable Digital Asset Network,
in each case as applicable to that Transaction to such account, wallet, address, or storage device
as assigned by the Platform (or as otherwise agreed in writing by both Parties) (each, a “Company
Wallet”). The User agrees and acknowledges that with respect to any and all wire transfers from
User or on behalf of User to the Company, the name on the originating account must match exactly
the User name as provided by User to the Company. And in any event, the Company reserves the
right to reject the wire transfer which are deemed suspicious by the Company.
For avoidance of doubt, the delivery will be complete once (a) in the case of DPT, the transaction
is verified by 3 confirmations on the blockchain for the applicable DPT as reasonably verified by
the Company as available to the Company in its designated digital wallet; and (b) in the case of
cash, the cash is reasonably verified by the Company as available in its designated bank account.
2.3.2. Following the entry into each Transaction, and conditional on the Company receiving the relevant
amount of fiat currency or quantity of DPT referred to in Clause 2.3.1, the Company shall as soon
as reasonably practicable ensure that the following is paid and/or delivered (and in any event by
no later than the relevant Settlement Date):
(a) such amount of fiat currency in immediately available funds; or
(b) such quantity of the relevant DPT on the applicable Digital Asset Network,
in each case as applicable to that Transaction to such account, wallet, address, or storage device
as designated or as otherwise agreed by both Parties (each, a “User Wallet”).
2.3.3. Where the Company does not receive the consideration from the User in accordance with Clause
2.3.1 in full, the Company will not need to comply with its obligations in Clause 2.3.2, and the
Company shall have the right to terminate the relevant Transaction in the Company’s sole
discretion. Digital assets shall be deemed to be received by the Company only upon the block
containing the relevant transfer details achieving a block height of such number (determined by the
Company acting in good faith) as would represent a definitive transfer.
2.3.4. In connection with any Transaction, if either Party mistakenly transfers an amount of fiat currency
or quantity of DPT to the other Party that exceeds the relevant amount or quantity (as applicable)
pursuant to the agreed terms of the Transaction, such excess shall be returned by the other Party
to the first Party as soon as reasonably practicable.
2.3.5. The Company reserves the right to appoint a settlement/transaction agent to carry out the
transactions set out at Clauses 2.3.1 and 2.3.2 above on its behalf. Such settlement/transaction
agent (if appointed) will receive, pay out and/or deliver fiat currency or DPT (as the case may be)
on behalf of the Company and the Parties agree that any such fiat currency or DPT received, paid
out and/or delivered by the settlement agent shall be deemed as received, paid out and/or delivered
by the Company itself (as the case may be).

3. Authority
3.1. User and Agents
3.1.1. HTS is authorised by the User to open and maintain an Account and effect Transactions as an
agent on behalf of the User pursuant to the Instructions received from User and/or the Authorised
Person(s) pursuant to these Terms.
3.1.2. The User authorizes the Authorised Persons (where applicable) to have full authority to represent
the User in all matters in relation to all Transactions with HTS. All such documents, Instructions or
orders, if given or signed by the Authorised Persons, shall be absolutely and conclusively binding
on the User.

4. Transaction Instructions
4.1. Authorisation
4.1.1. HTS is hereby authorised by the User to buy and sell any Digital Payment Tokens for the Account
and otherwise deal with any Digital Payment Tokens, receivables or monies (if and when deposits
of such fiat currencies are accepted on HashKey OTC) held in or for the Account pursuant to the
Instructions received from User and/or the Authorised Person(s);
4.1.2. The User will, and will procure that each of its Authorised Persons will, comply with any
requirements HTS reasonably imposes in relation to the Instructions and any Applicable Laws;
4.2. Instructions
4.2.1. HTS is authorised to accept and act upon Instructions for any purpose in connection with, and
subject to, these Terms pursuant to the Instructions received from the User and/or the Authorised
Person(s). The User undertakes that he will not attempt to transfer (i) any Digital Payment Tokens
or fiat currency or issue any Instructions for the transfer of Digital Payment Tokens or fiat currency
unless the User is the lawful owner of such Digital Payment Tokens or fiat currency, or otherwise
has the absolute right to sell, assign, convey, transfer and deliver the Digital Payment Tokens or
fiat currency, they are transferred in compliance with AML/CFT Requirements, and are otherwise
lawful, and they are free of any encumbrance; and (ii) anything else to HTS other than Digital
Payment Tokens or fiat currency approved and supported by HTS;
4.2.2. All Instructions shall be given by the User to HTS through the HashKey OTC platform, HashKey
API or other means designated by HTS. HTS may assume the authenticity of any Instructions given
or purportedly given by the User or any Authorised Person, or that any person claiming to be the
User’s authorised representative is in fact that person. HTS is not obliged to enquire into any of
these matters. HTS is authorised to act upon any Instruction that it believes to be authentic and
valid. HTS may conclusively rely on the Instructions if it believes that the Instructions were given
by the User or its Authorised Person and are duly authorised, accurate and complete, even though
this may prove to be incorrect and even if the User later sends to HTS further communications that
differ in any respect from such original Instructions. The User is responsible for ensuring the
accuracy and completeness of the Instructions. The User acknowledges and agrees that once an
Instruction has been given, it cannot be revoked, and if acted on by HTS, the Instruction will be
binding on the User;
4.2.3. HTS shall be entitled to refuse to accept the User’s application to utilize HashKey OTC in its sole
discretion without giving any reason therefor. However, if HTS accepts the User’s application, the
User may give Instructions by electronic means in such manner as may be prescribed by HTS and
HTS is authorised to accept and act upon Instructions given through the User’s Account in
accordance with these Terms. In such case, HTS shall use reasonable endeavours to execute the
Instructions, but does not warrant that the Instructions will be wholly or partially executed or will be
executed by a certain time;
4.2.4. HTS shall not be responsible for any Loss resulting from any delay in the execution of a Transaction
unless where such delay is due to HTS’s fraud, gross negligence or wilful misconduct.
4.3. Clear Funds
4.3.1. Unless otherwise agreed, in respect of each Transaction, the User must have sufficient and clear
funds of the relevant type of asset recorded in its Account to settle the obligations under the
proposed Transaction, inclusive of any applicable fees and expenses. In the event that any funds
in the User’s Account are determined by HTS as insufficient, the User shall deliver to HTS such
funds which are fully paid with valid and good title and in deliverable form by such time as HTS
requested in relation to the Transaction. The User shall be liable to HTS for any Losses that HTS
suffers resulting from the User’s settlement failures.
4.4. Exchange Rate
4.4.1. If and when deposits of fiat currencies are accepted on HashKey OTC, the Account shall be in US
dollars, Singapore dollars or such other currencies as HTS may agree from time to time with the
User. In the event that the User instructs HTS to effect any Transactions in a currency other than
US dollars, any profit or Loss arising as a result of fluctuation in the exchange rate of the relevant
currencies will be borne by the Account of the User solely. Any conversion from one currency into
another that is required to be made for performing any action or step taken by HTS under these
Terms may be effected by HTS in such manner and at such time as HTS may in its reasonable
discretion decide.
4.5. Recordings
4.5.1. The User acknowledges that telephone calls, emails or any other forms of communication between
the User and HTS may be recorded or otherwise electronically monitored without any warning
messages and that the record may be used as final and conclusive evidence of the Instructions in
case of disputes.
4.6. Cancellation of Instructions
4.6.1. The User acknowledges that the User is entitled to cancel any Instructions by providing prior notice
to HTS (the “Cancellation Instructions”), and subject to HTS’s sole and absolute discretion, HTS
will use commercially reasonable efforts to comply with the User’s Cancellation Instructions
provided that: (i) the User’s Cancellation Instructions are subject to these Terms, the Agreement
and the trading procedure specified in these User Terms as imposed by HTS from time to time,
which the User hereby agrees are binding on the User; (ii) the Cancellation Instruction may not be
complied with if the relevant Instruction has been executed by HTS already and the Transaction of
such Instruction has been published to the public blockchain; and (iii) the User shall bear all risks,
liabilities and Losses as suffered by the User as a result of the User’s Cancellation Instructions or
HTS’s failure to execute the Cancellation Instructions (whether as a result of HTS’s default or not
except to the extent caused by its own gross negligence, fraud or wilful misconduct).
4.7. Prices
4.7.1. If the User has obtained quotes of the prices of any Digital Payment Tokens from HTS, the User
shall not:
(a) disseminate such quotes (or any part thereof) to any other person;
(b) use, or permit the use of, such quotes (or any part thereof) for any illegal purpose;
(c) use such quotes (or any part thereof) other than for the User’s own use; or
(d) use such quotes (or any part thereof) in relation to any trading or dealing of Digital Payment Tokens
otherwise than through HashKey OTC.
4.8. Limits and controls on Transactions
4.8.1. The User should note that HTS may impose limits and/or controls relating to trading, positions,
transfers of fiat currencies and/or Digital Payment Tokens on the User, including limits and controls
to mitigate and manage the User’s own liquidity, operational and other risks, at any time, without
prior notice and without giving reasons. The User expressly acknowledges and agrees:
(a) to comply with any such limits and controls as imposed by HTS, and undertakes not to take any
action that will cause the User to violate any such limits and controls;
(b) that the User may be prevented from entering into a Transaction or from taking certain steps if such
actions would result in the User exceeding such foregoing limit, and that HTS may, in its sole
discretion, apply an applicable filter to reject an Instruction submitted by the User;
(c) that any limits and controls imposed by HTS shall solely be for HTS’s protection and accordingly,
HTS will not be in any way whatsoever be responsible for monitoring or ensuring the User’s
compliance with any limits imposed by Applicable Laws or by any party;
(d) that HTS shall be entitled to decline to act on Instructions and/or execute a Transaction, suspend
the User’s access to the Account, require the User to take certain steps, and/or take any other
action that HTS considers appropriate, in order to comply with Applicable Laws or any limits or
controls as set out herein;
(e) that provided that such limits or controls have been notified to the User at the time that they are
imposed, the User shall indemnify HTS against any Loss as a result of the User’s breach of any
limits or controls imposed by HTS pursuant to this Clause.

5. Use of User Information
5.1.1. Where the User is an individual or collection of personal information is involved, the User agrees to
be bound by HTS’ Privacy Policy applicable to HashKey OTC, and which is available on the Website
(under the section “Terms & Service”) as amended from time to time and to the use of his/her
personal data in the manner specified in the said policy.

6. Digital Payment Tokens and fiat currencies in the Account
6.1.1. The User specifically authorizes HTS, in respect of all Digital Payment Tokens and/or fiat currencies
deposited by the User with HTS or purchased or acquired by HTS on behalf of the User, and held
by HTS on behalf of the User, to hold in safe custody in a segregated Account which is designated
as a Trust Account or a User Account by the Associated Entity.
6.1.2. If deposits of fiat currencies are accepted on HashKey OTC, the User hereby specifically authorizes
the Associated Entity to establish and maintain segregated accounts for the safekeeping of the
User’s money, into which fiat currencies received from or on behalf of the User shall be paid within
one (1) Business Day of receipt, with:
(a) where the User’s fiat currencies are received in Singapore, an appropriate Safeguarding
Institution in Singapore; or
(b) where the User’s fiat currencies are received in any other jurisdiction, an appropriate
Safeguarding Institution or other bank in such jurisdiction, as may be permitted or approved by the
Monetary Authority of Singapore from time to time.
6.1.3. In respect of fiat currencies accepted on HashKey OTC as described above, the User agrees that
HTS shall be entitled to retain absolutely and for its own benefit any interest accrued on such fiat
currencies.
6.1.4. In relation to Digital Payment Tokens deposited by a User with HTS, if any income, payments or
other distributions or benefits accrue in respect of such Digital Payment Tokens, the relevant
Account(s) shall be credited (or payment made to the User as may be agreed by HTS and the User
in writing) with the proportion of such income, payments or other distributions or benefits equal to
the proportion of the Digital Payment Tokens held on behalf of the User out of the total number or
amount of such Digital Payment Tokens and/or fiat currencies on HashKey OTC.
6.1.5. In relation to any Digital Payment Tokens and/or fiat currencies deposited by a User with HTS, if
any Loss and/or expense is suffered by HTS as a result of the Instructions, the relevant Account(s)
may be debited (or payment made by the User as may be agreed) with the proportion of such Loss
equal to the proportion of the Digital Payment Tokens and/or fiat currencies held on behalf of the
User out of the total number or amount of such Digital Payment Tokens and/or fiat currencies on
HashKey OTC.
6.1.6. HTS is authorized to dispose, or initiate a disposal by an Associated Entity, of any of the User’s
Digital Payment Tokens (and HTS shall have absolute discretion to determine which Digital
Payment Tokens are to be disposed of and the manner and timeframe in which this is done) for the
purpose of settling any liability owed by or on behalf of the User to HTS, an Associated Entity or a
third party.
6.1.7. Except as provided above, HTS shall not, without the User’s oral or written direction or standing
authority under the Applicable Laws, deposit, transfer, lend, pledge, re-pledge or otherwise deal
with any of the User’s Digital Payment Tokens and/or fiat currencies for any purpose.
6.1.8. HTS’s obligations to the User are limited solely to the provision of the Digital Payment Token trading
services on HashKey OTC but it shall not be required to take any actions with assisting the User in
securing any rights, interests, benefits, payments and/or options available to the User as a result
of holding the Digital Payment Tokens. The User shall have a duty to examine the underlying project
of the Digital Payment Tokens and carry out due diligence with respect to the issuer of the Digital
Payment Tokens. The User agrees that HTS is not liable for any Losses that the User may suffer
as a result of failing to obtain any rights, interests, benefits, payments and/or options from the issuer
of the Digital Payment Tokens.

7. Holding and Disposal of Digital Payment Tokens and/or fiat currencies
7.1. Authorised Account
7.1.1. The User authorizes HTS to hold the User’s Digital Payment Tokens and/or fiat currencies on behalf
of the User in a segregated Account established by HTS, an Associated Entity, or an Affiliate (“Trust
Account”). The User agrees not to pledge, charge, sell, grant an option or otherwise deal in any
Digital Payment Tokens or fiat currencies (if and when deposits of fiat currencies are accepted by
HashKey OTC) forming part of any Account without HTS’s prior written consent.
7.1.2. HTS safeguards your DPTs on your behalf in designated Trust Accounts maintained by one or
more Affiliates of HTS (“Trustee Affiliates”). The Trustee Affiliates will hold and record your DPTs
in accordance with HTS’s instructions. The Trustee Affiliates will provide sufficient information to
HTS on a timely basis as HTS may reasonably require to comply with HTS’s record-keeping
obligations under any Applicable Law. The Trustee Affiliates will not permit any withdrawal of your
assets from the Trust Account, except for delivery of your assets to HTS or to any other person
upon receipt of HTS’s written instructions. The Trust Accounts, and/or devices in which your DPTs
may be stored, are located outside Singapore, where the laws and practices may be different from
the laws and practices in Singapore, which might affect your ability to recover your assets, such as
delaying the recovery process.
7.1.3. While your assets are held by HTS in designated Trust Accounts maintained by its Trustee
Affiliates, in case of any default by any of such Trustee Affiliates or any Loss of your assets in such
Trust Accounts caused by fraud or negligence on the part of such Trustee Affiliates or such Trustee
Affiliates’ agents, HTS shall be liable to you.
7.1.4. In case of any Loss of your assets arising from fraud or negligence on the part of HTS, your assets
will be kept separate from any assets belonging to the Trustee Affiliates. HTS will hold your DPTs
in two types of Trust Accounts-depository accounts and segregated custody accounts. In
segregated custody accounts, your DPTs will not be commingled with the DPTs of other customers
or the DPTs of HTS or any of its Trustee Affiliates.
7.1.5. Your DPTs held in the depository accounts will be commingled with the DPTs of HTS’s other Users
as well as the DPTs of the Trustee Affiliates’ customers. However, such DPTs held in the depository
accounts will be segregated from HTS’s and its Trustee Affiliates’ DPTs, as well as their business,
operating and reserve DPT accounts.
7.1.6. As a result of commingling your DPTs with the DPTs of HTS’s other customers and the DPTs of
the Trustee Affiliates’ customers, your interest in your DPTs may not be identifiable by separate
physical documents or electronic records. In this regard, HTS and its Trustee Affiliates maintain a
record of your ownership of DPTs held in the depository accounts on their internal ledger and the
amount and type of DPTs held by you is also reflected in your account on the digital platform.
7.1.7. In depository accounts, as your DPTs are commingled with those of the other customers of HTS
as well as the customers of the Trustee Affiliates, if HTS or any of the Trustee Affiliates become
insolvent, you may not have a legal claim against a specific amount of DPTs. Instead, any claim
will be generally against the depository account. If there is an unreconciled shortfall, you may not
receive your full entitlement to the DPTs, or the value of the DPTs in fiat money and you may have
to share the shortfall proportionately with the other customers of HTS and the customers of the
Trustee Affiliates.
7.1.8. HTS will store your DPTs in both hot wallets, which are connected to the internet, and cold wallets,
which are off-line and secure against any online attacks. HTS stores some percentage of your
DPTs in hot wallets to allow for immediate access of DPTs for trading and withdrawals. HTS or its
affiliates secure insurance to protect the DPTs in both hot wallets and cold wallets from theft or
Loss (further details on this can be found in the Agreement), and no more than 10% of the total
DPTs of our customers are kept in hot wallets. This does not change either your access to or your
right to withdraw any or all of your assets at any time, nor does it change or impact HTS’s obligations
to fully safeguard all of your funds.
7.1.9. HTS does not charge you for holding your DPTs in depository accounts. For DPTs held in
segregated custody accounts, HTS charges the fees as specified in the Custody Fee schedule.
7.1.10. HTS does not currently take and hold your DPTs as collateral to meet your liabilities to HTS.
7.1.11. You agree and acknowledge that any instruction to and from HTS regarding your DPTs will be
given through the digital platform. HTS does not permit your giving of authority to another person
to give or receive instructions from HTS.
7.1.12. Where Digital Payment Tokens are held by HTS on behalf of the User, and subject to any other
clauses in relation to Airdrops and Forks, HTS shall, and shall procure an Associated Entity to
collect, receive and credit any income, payments and other distributions or benefits in respect of
such Digital Payment Tokens and/or fiat currencies to the Account. Where the Digital Payment
Tokens and/or fiat currencies form part of a larger holding of identical Digital Payment Tokens
and/or fiat currencies held for HTS’s other Users, the User is entitled to the same share of the
income, payments or other distributions or benefits arising from the holding as the User’s share of
the Digital Payment Token and/or fiat currencies out of the total holding of the Digital Payment
Token and/or fiat currencies on HashKey OTC. Where a distribution is made either in the form of
cash dividend or another form, HTS is authorised to elect and receive on behalf of the User a cash
dividend of such form as it considers fit in the absence of any contrary prior written Instruction from
the User.
7.1.13. Neither HTS nor any Associated Entity is bound to redeliver to the User the identical Digital
Payment Tokens and/or fiat currencies received from or for the User but may redeliver to the User
Digital Payment Tokens of like quantity, nominal amount, type and description and that have equal
rank in every respect with the Digital Payment Tokens and/or fiat currencies originally delivered or
deposited subject to any capital re-organization or conversion or other corporate action that may
have occurred in the interim.
7.1.14. Digital Payment Tokens and/or fiat currencies held by HTS through an Associated Entity are held
at the risk of the User, subject always to HTS’s obligations under Applicable Laws, including the
Payment Services Act 2019, the Payment Services Regulations, and applicable notices and
guidelines issued by the Monetary Authority of Singapore. To the extent permitted by Applicable
Laws, HTS shall not be responsible for, or liable in respect of, any Loss suffered by the User in
connection therewith, except where such Loss arises as a direct consequence of HTS’s negligence,
fraud, or willful misconduct, or any failure by HTS to comply with its obligations under Applicable
Laws.
7.2. Unsupported Assets
7.2.1. The User shall meet HTS’s requirements for the deposit and withdrawal of Digital Payment Tokens
and/or fiat currencies as stipulated from time to time in the Agreement and shall pay the
corresponding fees (if applicable). In particular, if the User deposits any Digital Payment Tokens
and/or fiat currencies unsupported by HTS or an Associated Entity, HTS will in its sole discretion
use commercially reasonable efforts to handle these Digital Payment Tokens and/or fiat currencies
but it shall be under no obligation to keep the Digital Payment Tokens and/or fiat currencies
mentioned above (save for obligations imposed by any Applicable Laws). HTS shall be entitled (but
not obliged) to request the User to withdraw any unsupported Digital Payment Tokens and/or fiat
currencies within a timeframe that HTS may stipulate, being such period as required by Applicable
Laws, or HTS’s internal policies, to such external wallet that can store the relevant Digital Payment
Token and under the User’s control as last notified to HTS in writing, subject to Applicable Laws,
and HTS’s internal policies. HTS shall not be liable to the User for any direct or indirect or
consequential Loss in relation to such Digital Payment Tokens and/or fiat currencies. All Losses
and risks in relation to the User's deposit of such Digital Payment Tokens and/or fiat currencies
unsupported by HTS shall be solely borne by the User.
7.2.2. HTS may, in its discretion, upon the passage of a time period that it determines or as otherwise
required by Applicable Laws, or HTS’s internal policies, return:
(a) any fiat currency in the User’s Account to an external designated bank account in the User’s name;
and
(b) any Digital Payment Tokens recorded in the User’s Account to a designated external address that
can hold the relevant Digital Payment Token and is under the User’s control, as last notified by the
User to HTS in writing, provided that the return to such Account or address is consistent with
Applicable Laws, and HTS’s internal policies. To the extent permissible under Applicable Laws,
HTS reserves the right to deduct a fee in respect of the return of any fiat currency or Digital Payment
Tokens.
7.3. Application of User’s fiat currencies
7.3.1. If and when HTS accepts deposits of fiat currencies for, or on behalf of, the User via HashKey OTC,
HTS will treat all such deposits as received or held in the course of the conduct of its regulated
activities and will be applied in the following order of priority and any residue will be paid to the User
or to the User’s order as the User may stipulate to HTS:
(a) meet the User’s obligations for settling or paying any amount that the User owes to HTS in relation
to any relevant activities carried out by HTS on behalf of the User, irrespective of whether or not
such activities amount to a regulated activity;
(b) payment of all applicable costs, charges, legal fees and expenses including stamp duty,
commission and brokerage properly incurred by HTS in transferring and selling all or any of the
User’s Digital Payment Tokens, fiat currencies or property on the User’s behalf;
(c) payment of interest accrued on the aggregate outstanding amount due and owing to HTS or any of
its Associated Entities, nominees or Affiliates for the time being; and
(d) payment of any other money and liabilities due or owing by the User to HTS or any of its Associated
Entities, nominees or Affiliates.
7.3.2. In the event of any sale of Digital Payment Tokens:
(a) HTS shall not be responsible for any Loss occasioned thereby howsoever arising if HTS sells or
disposes of the Digital Payment Tokens or fiat currencies or any part thereof at the then available
market price;
(b) to the extent permitted by Applicable Laws, HTS shall be entitled to keep for itself or sell or dispose
of the Digital Payment Tokens and/or fiat currencies or any part thereof at the available market
price to any person at its discretion without being in any way responsible for Loss occasioned
thereby howsoever arising and without being accountable for any profit made by HTS; and
(c) the User agrees to pay to HTS any shortfall if the net proceeds of sale shall be insufficient to cover
all the outstanding balances owing by the User to HTS or any of HTS’s Associated Entities,
nominees or Affiliates.
7.4. Information in relation to custodian arrangements
7.4.1. The User understands and agrees that HTS may hold on behalf of the User all Digital Payment
Tokens and/or fiat currencies which the User deposits with HTS. The User understands HTS may
place any or all of the Digital Payment Tokens and/or fiat currencies with an Associated Entity as
custodian of HTS on the terms and conditions agreed by HTS. The User understands that HTS
may commingle such Digital Payment Tokens with other Digital Payment Tokens held by HTS or
an Associated Entity on behalf of other Users. Subject to any Applicable Laws, any Digital Payment
Tokens and/or fiat currencies which are held by HTS on behalf of the User may:
(a) be registered in the User’s name or in the name of a nominee appointed by HTS; or
(b) be deposited in safe custody in a designated account with an Associated Entity;
7.4.2. Where Digital Payment Tokens and/or fiat currencies are held by HTS or an Associated Entity on
the User’s behalf:
(a) any income, payments or other distributions or benefits arising in respect of such Digital Payment
Tokens and/or fiat currencies will, when received by HTS, be credited to the Accounts or paid or
transferred to the User, as agreed with HTS. Where the Digital Payment Tokens and/or fiat
currencies form part of a larger holding of identical Digital Payment Tokens and/or fiat currencies
held for other Users, the User will be entitled to the same share of the income, payments or other
distributions or benefits arising on the holding as the User’s share of the Digital Payment Tokens
and/or fiat currencies out of the total holding of the Digital Payment Tokens and/or fiat currencies
on HashKey OTC;
(b) HTS will use its reasonable efforts to give the User notice of any necessary information which HTS
receives in relation to any calls, rights, benefits, entitlements or obligations attached to or derived
from such Digital Payment Tokens and/or fiat currencies which require Instructions from the User.
This includes the treatment of the User’s Digital Payment Tokens and/or fiat currencies and their
respective rights and entitlements when events such as, but not limited to, Forks and Airdrops
occur;
(c) HTS or any Associated Entity may, but without any obligation or liability whatsoever, exercise any
rights or perform any actions which may be exercisable in relation to any such Digital Payment
Tokens and/or fiat currencies held for the Accounts, and where the User has provided HTS or the
Associated Entity with any necessary Instructions and executed any applicable authorizations;
(d) HTS will be under no duty to investigate, participate in or take affirmative action concerning
attendance at meetings, voting or other rights attached to or derived from such Digital Payment
Tokens and/or fiat currencies except in accordance with the User’s Instructions;
(e) HTS will have no duty or responsibility to receive in respect of any proxy, circular, or other document
in respect of the Digital Payment Tokens or to send any proxy, circular or other document or to give
any notice of the receipt of the same to the User except in accordance with the User’s Instructions;
(f) if HTS does not receive any Instructions within what it deems to be a sufficiently reasonable time,
HTS may take or omit to take any action;
(g) the User acknowledges and agrees that it will be liable and HTS will have no responsibility for any
liabilities in respect of unpaid calls or any other sums, costs or expenses payable in respect of any
Digital Payment Tokens and/or fiat currencies held by HTS on the User’s behalf;
(h) to the extent permitted by Applicable Laws, HTS will not be liable for the acts, omissions and/or
insolvency of any custodian or sub-custodian selected by HTS in good faith. HTS’s only obligation
to the User in respect of the same is, at the User’s cost and expense, to assign to the User any
rights of recourse in respect of the custodians or sub-custodians where the same are capable of
being assigned under any Applicable Laws;
(i) HTS is entitled to, at any time, close any such custody Account(s) maintained in the User’s name
and/or on the User’s behalf without providing any reason for doing so; and
7.4.3. We maintain certain commercial insurance for the Digital Payment Tokens held in custody by our
Associated Entity. Such insurance policy is made available through certain third-party insurance
underwriters. In general, our policy insures against Loss, damage, destruction or theft of DPTs in
custody, subject to certain policy exclusions. However, our policy does not cover any Losses
resulting from unauthorised access to your personal account(s) due to a breach or loss of your
credentials. You agree and understand that you are solely responsible (and you will not hold us
responsible) for managing and maintaining the security of your account login credentials and any
other required forms of authentication.

8. KYC and AML/CFT Requirements Policy
8.1.1. The User shall complete HTS’s KYC verification and AML/CFT Requirements as may be required
by HTS from time to time.
8.1.2. The User further acknowledges that HTS may, at any time after the Account is established, request
further information from the User for the purpose of KYC verification or AML/CFT Requirements
and the User shall promptly provide any information as required by HTS, otherwise HTS may
suspend any activities of the User’s Account without further notice.
8.1.3. In the event that the User cannot satisfy HTS in respect of KYC requirements and AML/CFT
Requirements, then the User may not be able to open and/or access the Account, HTS will have
sole discretion in deciding whether to terminate the User’s Account.
8.1.4. If any funds or Digital Payment Tokens as transferred by the User to HTS under these Terms would
be subject to the applicable reporting requirements as prescribed by Applicable Laws and at such
time or times reasonably requested by HTS, such documentation prescribed by Applicable Laws
and such additional documentation reasonably requested by HTS as may be necessary for HTS to
comply with HTS’s obligations under FATCA or any Applicable Laws.
8.1.5. Notwithstanding any other provision of the Agreement to the contrary, HTS is not obliged to do or
omit to do anything if it would, or might in HTS’s reasonable opinion, constitute a breach of any
AML/CFT Requirements.
8.1.6. The User agrees that HTS may take reasonable time to consider, verify or block a Transaction, if
the User or any other person or entity in connection with the Transaction becomes a Proscribed
Person or has a Proscribed Address, or upon the occurrence of a match on HTS’s sanctions filters.

9. Representations, Warranties and Undertakings
9.1. The Company
The Company represents and warrants to the User, as of the date hereof, the date of each
Transaction and on each Settlement Date:
9.1.1. The Company is a company duly organised, validly existing and in good standing under the laws
of its incorporation or formation. The Company has all necessary corporate power and authority to
enter into this Agreement, to carry out its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery by the Company of this Agreement,
the performance by the Company of its obligations hereunder and the consummation by the
Company of the transactions contemplated hereby have been duly authorised by all requisite
company action on the part of the Company.
9.1.2. This Agreement has been duly executed and delivered by the Company and (assuming due
authorisation, execution and delivery by User), this Agreement constitutes a valid and legally
binding obligation of the Company, enforceable against the Company in accordance with its terms,
except as limited by applicable bankruptcy, insolvency, reorganisation, moratorium, fraudulent
conveyance, and any other laws of general application affecting enforcement of creditors’ rights
generally.
9.1.3. Neither the execution and delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, does or will violate or breach (i) any material contract to which it is a party or
its constitutional documents (if applicable); or (ii) any judgment, order, writ or decree applicable to
it.
9.1.4. Neither the Company, nor any Person who controls the Company or any Person for whom the
Company is acting as an agent or nominee, as applicable (1) bears a name that appears on the
List of Specially Designated Nationals and Blocked Persons maintained by OFAC from time to time;
(2) is a Foreign Shell Bank; or (3) resides in or whose subscription funds are transferred from or
through an account in a Non-Cooperative Jurisdiction.
9.1.5. With respect to any DPT sold by the Company to the User pursuant to any Transaction, the
Company is the lawful owner of such DPT with good and marketable title thereto, and the Company
has the right to sell, assign, convey, transfer and deliver such DPT. Such DPT is (or will, on the
Settlement Date, be) free and clear of any and all security interests, liens, pledges, claims (pending
or threatened), charges, escrows, encumbrances or similar rights.
9.2. User
The User hereby represents and warrants to the Company, as of the date hereof, the date of each
Transaction and on each Settlement Date:
9.2.1. If the User is not an individual: (a) the User is duly organised, validly existing and in good standing
under the laws of its incorporation or formation; (b) the User has all necessary power and authority
to enter into this Agreement, to carry out its obligations hereunder and to consummate the
transactions contemplated hereby; (c) the execution and delivery by the User of this Agreement,
the performance by the User of its obligations hereunder and the consummation by the User of the
transactions contemplated hereby have been duly authorised by all requisite corporate or
equivalent action on the part of the User; and (d) there has not been any petition or application
filed, or any judicial or administrative proceeding commenced which has not been discharged, by
or against it relating to bankruptcy, insolvency or compromise with creditors.
9.2.2. If the User is an individual, the User has all necessary power and authority to enter into this
Agreement, to carry out its obligations hereunder and to consummate the transactions
contemplated hereby, is in good standing (including in its jurisdiction of residency) and there has
not been any petition or application filed, or any judicial or administrative proceeding commenced
which has not been discharged, by or against it relating to bankruptcy, insolvency or compromise
with creditors.
9.2.3. This Agreement has been duly executed and delivered by the User and (assuming due
authorisation, execution and delivery by the Company), this Agreement constitutes a valid and
legally binding obligation of the User, enforceable against the User in accordance with its terms,
except as limited by applicable bankruptcy, insolvency, reorganisation, moratorium, fraudulent
conveyance, and any other laws of general application affecting enforcement of creditors’ rights
generally.
9.2.4. Neither the execution and delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, does or will result in (a) any violation of, be in conflict with in any material
respect, or constitute a material default under, with or without the passage of time or the giving of
notice (i) to the extent the User is a corporation, any provision of the User’s organizational
documents; (ii) any provision of any permit, licence, judgment, decree or order to which the User is
a party, by which it is bound, or to which any of its material assets are subject; (iii) any material
contract, obligation, or commitment to which the User is a party or by which it is bound; or (iv) any
laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees
applicable to the User, or (b) the creation of any encumbrance upon any material assets of the
User;
9.2.5. User is entering into these Terms as principal and is not trading on behalf of any other person
unless HTS is otherwise notified and agrees in writing, in which case, the User warrants that the
User is expressly authorised by the User’s principal to effect all Transactions pursuant to these
Terms and the User’s principal will duly perform all the obligations, and be responsible for all
liabilities, arising from these Terms, failing which the User will be liable to HTS as if the User were
the principal in respect of such obligations and liabilities;
9.3. Representations in connection to Sanctions
9.3.1. Before commencing any trading with HTS, the User has passed all compliance checks by HTS
(including but not limited to KYC requirements, AML/CFT Requirements, and risk tolerance).
9.3.2. Neither the User, nor any Person who controls the User or any Person for whom the User is acting
as an agent or nominee, as applicable (1) bears a name that appears on the List of Specially
Designated Nationals and Blocked Persons maintained by OFAC from time to time; (2) is a Foreign
Shell Bank; or (3) resides in or whose subscription funds are transferred from or through an account
in a Non-Cooperative Jurisdiction.
9.3.3. Neither the User, any Person under common control with the User, any direct or indirect
shareholders of the User nor any Person on which the User is acting on behalf of or for the benefit
of is:
(a) listed on a Sanctions List;
(b) listed by the Monetary Authority of Singapore as designated individuals or entities defined
in the respective regulations promulgated under the Monetary Authority of Singapore Act
(Chapter 186) of Singapore, the United Nations Act (Chapter 339) of Singapore or the
Terrorism (Suppression of Financing) Act (Chapter 325) of Singapore or such other law,
regulation or rule as may be prescribed by the Monetary Authority of Singapore from time
to time; or
(c) otherwise the target of any Sanctions, Sanctions List, or any sanctions law, regulations,
embargoes or restrictive measures, as defined in Clause 1.1 above.
9.3.4. The User has no knowledge that, nor does it have any reasonable reason to suspect that, any fiat
currency or DPT that it delivers to the Company have been or will be derived from, relate to, or
represents any benefit arising in respect of any criminal, illegal or corrupt activities. Further, the
User undertakes that it will not use the proceeds from any Transaction in any manner that will result
in a breach of applicable Sanctions, money-laundering, anti-terrorist financing and bribery laws and
regulations.
9.4. Ownership
9.4.1. With respect to any DPT sold by the User to the Company pursuant to a Transaction, the User is
the lawful owner of such DPT with good and marketable title thereto, and the User has the right to
sell, assign, convey, transfer and deliver such DPT. Such DPT is (or will, on the Settlement Date,
be) free and clear of any and all security interests, liens, pledges, claims (pending or threatened),
charges, escrows, encumbrances or similar rights.
9.4.2. The User is the lawful owner of each User Wallet and has good title thereto. Each User Wallet is
owned and operated solely for the benefit of the User, and no Person, other than User, has any
right, title or interest in any User Wallet.
9.4.3. Any Authorised Person appointed by the User has been duly authorised and appointed by the User
and has the full power to act on behalf of the User in connection with this Agreement and any
arrangements contemplated by this Agreement and any Transaction. The User indemnifies and
holds the Company harmless from any and all claims, liabilities, penalties, Losses, damages or
costs and expenses which the Company or the User may incur or suffer in connection with the
actions or omissions of any Authorised Person of the User. The Company shall not need to
ascertain or enquire into the terms and conditions on which an Authorised Person is appointed.
9.4.4. User represents and warrants to the Company that all the documents and information furnished by
User to the Company pursuant to this Agreement are true, accurate and complete in all respects,
and there is no matter, event, circumstance or any other information which has arisen which would
make any documents and information provided misleading or incomplete, or any fact or information
the omission of which would make any documents and information provided misleading or
incomplete.
9.4.5. User has obtained all necessary authorizations and consents, and taken all necessary corporate
actions to make all payments and deliveries contemplated by the Agreement.
9.4.6. User has not withheld any information that might have caused HTS not to enter into the Agreement
or any Transaction.
9.4.7. User will notify HTS in writing of any change in the information mentioned in this Clause, especially
if there is any change relating to any change in its qualification status to use HashKey OTC and
cease trading with HashKey OTC. User shall provide all necessary information or documents upon
request to HTS in connection with assessing its qualification status.
9.5. Trading
9.5.1. The User agrees, understands and acknowledges that:
(a) in respect of each Transaction, each of the User and the Company trades solely on a
bilateral and proprietary basis for investment purposes for its own account (and not as
agent on behalf of any other Person);
(b) each User Wallet (i.e. any account, wallet, address, or storage device as designated or as
otherwise agreed by both Parties) is legally and beneficially solely owned by the User at all
times, including but not limited to immediately prior and after each Transaction;
(c) The Company is not providing and will not provide any fiduciary, advisory, exchange or
other similar services with respect to the User, any Person related to or affiliated with the
User, or any transaction subject to this Agreement;
(d) The Company is not making any representations or warranties in respect of the
functionality, usability, tradability, technical specifications or other characteristics of any
DPT or any Digital Asset Network; and
(e) notwithstanding any other provisions in this Agreement, any obligation by the Company to
pay, transfer and/or deliver any DPTs to the User are deemed to be fulfilled in full where
the Company has taken all reasonable steps (including the issuance of transfer instructions
to the relevant Digital Asset Network) to effect the transfer of such DPTs, notwithstanding
any security breaches to any User Wallet or any malfunctioning or hacking of the relevant
Digital Asset Network or any other technological issues. Further, in connection with any
Transaction, if, due to causes beyond the Company’s control, the Company is unable to
access DPTs in a User Wallet or otherwise obtain, withdraw, or effect a transfer of the
relevant DPTs, the Company shall have the option to terminate and rescind any
Transaction, in which case the User shall be refunded any fiat currency or DPT received
by the Company in accordance with Clause 2.3.1.
(f) User has such knowledge and experience in financial matters, business and technology,
including but not limited to blockchain technology and other considerations relating thereto
to be able to evaluate the risks and merits of this Agreement and Transaction(s) to be
entered into by User pursuant to this Agreement and is able to bear such risks.
9.5.2. The User further agrees, represents and warrants that:
(a) the User is experienced, has the necessary knowledge in trading the Digital Payment
Tokens and has received all necessary legal and financial advice prior to entering into
Transactions concerning the purchase, acquisition, holding, sale or disposal of any Digital
Payment Tokens;
(b) the User is not prohibited by Applicable Laws of any jurisdiction from dealing with Digital
Payment Tokens when opening an Account and at the time of undertaking any activities
on HashKey OTC, and has provided all necessary information and documents to HTS to
assess its qualification status;
(c) the User is solely responsible for any decision to enter into any Transaction or any other
arrangement subject to this Agreement, including the evaluation of any and all risks related
to any Transaction and/or relevant DPTs;
(d) in entering into any such transactions, the User has not relied on any statement or other
representation or warranty of the Company other than as expressly set forth herein; and
(e) the entry into this Agreement and any Transactions, and the trading of DPTs pursuant
thereto, between the User and the Company will not violate any Applicable Laws in which
the User is incorporated, located, or domiciled or any other applicable Laws. The User will
seek advice from independent professional advisors where appropriate;
(f) without HTS’ prior written consent, the User shall not use any automated means or
interface not provided by HTS to access HashKey OTC or extract HashKey OTC data;
(g) the User shall not attempt to circumvent any content filtering techniques that HashKey OTC
employs, or attempt to access any parts of HashKey OTC and the Website that the User
is not authorised to access;
(h) the User shall not develop any third party applications that interact or interfere with
HashKey OTC without HTS’ prior written consent;
(i) without the prior written consent of HTS, the User shall not grant, lend, lease, transfer,
dispose, or provide access to his/its Account to others by any other means;
(j) the User shall not defame HTS’ goodwill or reputation;
(k) the User shall not encourage or induce any third party to engage in any of the activities
prohibited under these Terms; and
(l) the User shall comply at all times with all of the requirements of the Agreement.
9.6. Repeating Nature
9.6.1. The representations, warranties and undertakings under this Clause shall be deemed to be
repeated immediately before each Instruction is given or executed.

10. Set-Off, Lien and Combination of Accounts
10.1.1. In addition, and without prejudice, to any general liens, rights of set-off or other similar rights to
which HTS may be entitled under the Applicable Laws or these Terms, to the extent permitted by
Applicable Laws:
(a) All Digital Payment Tokens receivables, monies and other property of the User held by or in the
possession of HTS at any time shall be subject to a general lien in favor of HTS as continuing
security; and
(b) HTS may as the User’s agent take such measures as HTS may in its sole discretion deem
necessary to sell, dispose of or otherwise realize all such property, to offset and discharge all of
the User’s obligations arising from the Transaction. In such case, HTS may make any necessary
currency or asset conversions at any rate(s) as HTS deems appropriate in its reasonable opinion.
10.1.2. In addition and without prejudice to any general liens or other similar rights to which HTS may be
entitled under these Terms, to the extent permitted by Applicable Laws, HTS may set off or transfer
any monies, Digital Payment Tokens or other property in any such Accounts to satisfy obligations
or liabilities of the User to HTS or one of its Affiliates, whether such obligations and liabilities are
actual or contingent, primary or collateral, secured or unsecured, or joint or several.
10.1.3. The User agrees to give HTS an authorization pursuant to any Applicable Laws to:
(a) set off against each other any amount receivable from, and amount payable to, HTS where such
amounts arise from the purchase and sale of Digital Payment Tokens by HTS on a cash-againstdelivery basis; or
(b) dispose of Digital Payment Tokens held for the User for the purpose of settling any amount payable
by the User to HTS.

11. Default
11.1. Events of Default
11.1.1. The following events shall be Events of Default (each an “Event of Default”) for the purposes of
these Terms:
(a) the User fails to duly and punctually observe or perform any of the undertakings, duties and
obligations in these Terms or otherwise any provision of the Agreement;
(b) any failure by the User to pay sums of whatever nature when due under the Agreement;
(c) the User’s insolvency or liquidation, the filing of a petition in winding up or the commencement of
any analogous proceedings against the User;
(d) the levying of any attachment against the Account or the User’s other property;
(e) without the prior written consent of HTS, a debit balance on any Account of the User;
(f) any representation or warranty made by the User to HTS in the Agreement being incorrect or
misleading;
(g) any dispute or proceedings against the User or (if a body corporate) its directors or shareholders
in connection with HTS; or
(h) any other matter or event including any regulatory requirement which in HTS’s opinion renders
termination of all or any part of the Agreement necessary or advisable in HTS’s interests.
11.1.2. The User agrees to immediately notify HTS upon the occurrence of an Event of Default.
11.2. Consequences of any Event of Default
11.2.1. Upon the occurrence of an Event of Default, HTS will be entitled in its absolute discretion, without
notice or demand and without prejudice to any other rights or remedies available to HTS, forthwith
to:
(a) immediately suspend, freeze or terminate any Account;
(b) terminate all or any part of the Agreement;
(c) cancel any or all outstanding orders, Instructions or any other commitments made on behalf of the
User;
(d) suspend performance of any of HTS’s obligations to the User however arising, including the
deposits of any Digital Payment Tokens or the payment of any sum or sums of money then due or
which might thereafter become due and cancellation of all outstanding orders or contracts, until
such time as the User has fully complied with all the User’s obligations to HTS or the Event of
Default has been remedied to HTS’s satisfaction;
(e) subject to Applicable Laws, sell or realize all or any part of the Digital Payment Tokens or property
held by HTS for the Account in such manner and upon such terms as HTS may conclusively decide
to satisfy the User’s obligations and indebtedness towards HTS or any of HTS’s Associated Entities,
nominees or Affiliates out of the net sale proceeds (with fees, expenses and costs deducted)
thereof; and
(f) exercise any of HTS’s rights under these Terms.

12. Market misconduct
12.1.1. The User hereby acknowledges that HTS is committed to the highest standards of market
surveillance compliance and requires all its employees as well as its counterparties to adhere to
these standards to prevent the use of HashKey OTC for market manipulation and to engage in
abusive activities or market misconduct. The User hereby agrees to comply with the same standard
and not engage in activities which constitute market misconduct including, but not limited to, the
following:
(a) insider dealing;
(b) false trading;
(c) price rigging;
(d) disclosure of information about prohibited Transactions;
(e) disclosure of false or misleading information inducing Transactions; and
(f) market manipulation.
12.1.2. If HTS notes or suspects any market misconduct, the User understands that the User’s Account(s)
may be suspended and/or terminated and the relevant activities may be reported to the relevant
Government Agencies.

13. Fees and taxes
13.1.1. The User will pay all applicable fees, costs, charges, expenses and commissions to HTS as HTS
may determine, including costs in connection with networks or blockchains underlying a Digital
Payment Token and/or engagement of third party service providers (on a full indemnity basis) such
as legal advisers, trustees, or any agent, delegate, nominee or custodian appointed by HTS, as
well as applicable levies imposed by relevant Government Agencies, including without limitation,
goods and services tax, consumption tax, value added tax, all applicable stamp duties, or any Tax
of a similar nature. Where such Taxes are payable in connection with any fees or commissions
payable by the User, the User agrees that, concurrently with the relevant payments, the User shall
pay HTS an additional amount equal to the amount of such payment multiplied by the appropriate
rate of Tax. The User hereby authorizes HTS to deduct such fees, costs, charges, expenses,
commissions, and any such relevant Tax from the Account as incurred and/or payable to HTS. HTS
is authorised to solicit, accept and retain for HTS’s own benefit, without making any disclosure to
the User, any rebate, brokerage, commission, fee, benefit, discount and/or other advantage from
any person arising from any Transaction effected by HTS.
13.1.2. All amounts due by the User to HTS may be charged with interest at such rate(s) to be notified by
HTS from time to time. Such interest shall accrue on a daily basis and shall be payable on the last
day of each calendar month or upon any demand being made by HTS.
13.1.3. The User acknowledges and agrees that HTS may change the relevant applicable fee rate from
time to time. The User shall refer to the relevant Website page for updated details.
13.1.4. The User acknowledges and agrees that where any Tax deduction shall be required from any
payment made by the User to HTS, the User shall increase the amount payable to the extent that
the net amount received by HTS shall be the same as such amount paid by the User if no deduction
had been required. To that end, the User agrees to deduct the Tax amount, pay such Tax amount
to the relevant Government Agency in accordance with Applicable Laws, and shall provide HTS
with supporting documentation of payment.
13.1.5. The User acknowledges and agrees that where HTS is required by Applicable Laws or instructed
by relevant Government Agencies to make deductions or to withhold payments due to the User,
and to pass such amounts to the Government Agencies, the User shall immediately reimburse HTS
for the amount of any such deduction or withholding. The User shall indemnify HTS against any
Loss suffered or incurred by HTS as a result of such deduction or withholding.

14. Online Trading Services and Network Events
14.1. Property in information
14.1.1. The User acknowledges and agrees that the information and materials made available to the User
through HashKey OTC may be provided by HTS or any other person. The User acknowledges and
agrees that such information is the property of the person providing the same and is protected by
copyright or contractual restrictions with respect to its use. The User agrees not to reproduce,
retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit such
information without HTS’s prior written consent. Without prejudice to any other restrictions set out
in the Agreement, the User undertakes that with respect to such information and materials, he shall
not attempt to tamper with, modify, adapt, translate, de-compile, reverse-engineer or otherwise alter
in any way, create derivative works based on, or combine or merge with or into any other software
or documentation, gain unauthorised access to, make unauthorised use of or make use of for any
illegal purpose (or any other purpose that is not contemplated in the Agreement), or remove, erase
or tamper with any copyright or proprietary notice printed or stamped on, affixed to, or encoded or
recorded on such information or materials.
14.1.2. In entering into the Agreement, HTS shall grant to the User a non-exclusive, non-transferable
personal right to access and use the online trading service provided by HTS through HashKey
mitigate all cyberattacks and modifications on the blockchain networks. The User authorizes HTS
to take commercially reasonable actions in such event. If HTS determines the Digital Payment
Tokens on HashKey OTC have been compromised, the User hereby authorizes HTS to halt or
suspend trading, deposits and withdrawals for such Digital Payment Token.
14.2. Suspension
14.2.1. HTS reserves the right to halt or suspend HashKey OTC trading, deposits and withdrawals at such
time and for such duration in HTS’s absolute discretion, including in case of emergency market
closures and to allow for system upgrades / maintenance or node upgrades, or where, in HTS’s
opinion, such trading, deposits and/or withdrawals may result in HTS being associated with a
Proscribed Person or Proscribed Address.
14.2.2. If there is a risk of multiple Digital Payment Tokens resulting from a Fork, HTS reserves the right to
determine which blockchain represents the original blockchain. In any such event, the User agrees
that HTS may temporarily suspend the User’s deposit and withdrawal requests in HTS’s sole
discretion and HTS may decide based on commercially reasonable efforts either (i) to configure or
reconfigure HashKey OTC’s systems and/or HashKey OTC; or (ii) not to support (or cease
supporting) the branch derived from the forked protocol.
14.3. Network Events
14.3.1. Infrastructure Participant, Network Participant and Network Event. If:
(a) any Infrastructure Participant or Network Participant gives an Instruction or a direction, or otherwise
makes a decision or election that affects a Transaction;
(b) an Infrastructure Participant or Network Participant becomes insolvent or is suspended from
operating; or
(c) upon the occurrence of a Network Event.
then HTS may take any action which it, in its sole discretion, considers appropriate to correspond
with the Instruction, direction, decision, election or event, or to mitigate any Loss incurred or
potential Loss or impact which may be incurred as a result of such action or event. Subject to
Applicable Laws, such action may result in suspension of access to, or adjustment of the balance
of, the User’s Account. Any such action will be binding on the User (including, where relevant,
making any decision or election in relation to a Network Event);
14.4. Cooperation and Enquiries
14.4.1. Where any Infrastructure Participant, Network Participant or any Government Agency makes an
enquiry which relates to any service or Transaction carried out pursuant to the Agreement, the User
agrees to co-operate with HTS in the provision of such information, and that any information
relevant to the enquiry may be passed to any of HTS’s nominees, Affiliates or any Associated Entity,
or any Infrastructure Participant, Network Participant or Government Agency, as appropriate;
14.5. Airdrop and Fork
14.5.1. Unless specifically announced on the Website in relation to an Airdrop or a Fork, HTS does not
support any new Digital Payment Tokens created or forked protocol as a result of such a Network
Event.
14.5.2. Without limiting the generality of the foregoing Clause, on each occasion of an Airdrop or a Fork,
HTS may in its sole discretion consider whether: (1) any such Network Event would be recognised
or supported; (2) such terms and conditions, which shall include without limitation the methodology
of allocation of all the associated costs, fees or rewards to all affected Users, upon which HTS will
implement support of such Network Event as part of HTS’s services; and (3) such actions required
for participation in the Network Event, including without limitation deadlines relating to the
withdrawal of the relevant Digital Payment Tokens from the User’s Account, suspension period for
any trading, deposit and withdrawal or any payment terms.
14.5.3. In the event that HTS does not recognize or support an Airdrop or a Fork, HTS shall not make a
claim for, or otherwise retain, any assets or rights associated with such Network Event for its own
benefit.

15. Indemnity and Exclusion of Liability
15.1.1. The User hereby agrees to fully indemnify HTS, HTS’s directors, officers, employees, Associated
Entities, nominees and Affiliates and keep all such persons indemnified against all claims, actions,
demands and proceedings against any such persons and bear Losses which they may suffer in
connection with their carrying out of obligations or services, or exercising of rights, powers or
discretions under, or in connection with these Terms save to the extent that such Losses arise
directly as a result of HTS’s gross negligence, fraud, or wilful default.
15.1.2. The User acknowledges and agrees that all decisions about the purchase, holding or sale of Digital
Payment Tokens, or the entry into any Transaction are made solely by the User. HTS shall not be
responsible for any decision made by the User to enter into the Agreement or any Transaction, to
use any of the services provided by HTS, or for any fees or costs payable in connection with such
Digital Payment Token.
15.1.3. While some HTS employees and agents may be authorised to provide the User with certain
information on the Digital Payment Tokens or other products or services, neither HTS’s employees
nor its agents have any authority to make representations about anything in connection with the
Agreement. Accordingly, subject to Applicable Laws, HTS shall not be liable for any Loss if any
HTS employee or agent acts without HTS’s authority.
15.1.4. To the maximum extent permitted under Applicable Laws, HTS shall not be liable for any Losses
suffered by the User as a result of, or in connection with, the User’s use of HashKey OTC or in
connection with these Terms or arising from any act or omission of HTS, other than Losses arising
directly as a result of any gross negligence, fraud, or willful default on HTS’s part, or that of any
Associated Entity, nominee or Affiliate. HTS shall in no event be liable for any loss of profit, indirect,
special or consequential damages of any kind or the default of HTS’s directors, officers, employees,
Associated Entities, nominees or Affiliates or any person, firm or company through, or with whom,
Transactions are effected for the Account. This Clause shall be applicable where the Loss arises
for any reason and even if the Loss was reasonably foreseeable or HTS had been advised of the
possibility of the Loss.
15.1.5. HTS will not be liable for any Loss that is caused by any malfunction of a third party application
programming interface User or other related interactions with any third party software with HashKey
API. Moreover, none of HTS’s Associated Entities, nominees or Affiliates shall be held responsible
for any consequences resulting whether directly or indirectly from any events not within their control
including without limitation restrictions by Government Agencies, impositions of emergency
procedures, exchange rulings, third party conduct, suspensions of trading, adverse market
conditions, or force majeure events, including wars, strikes, civil disorder, acts or threatened acts
of terrorism, natural disasters, or any other circumstances beyond their control whatsoever.
15.1.6. HTS shall not be responsible for, does not endorse, and makes no representation or warranty in
connection with, any hyperlinked internet sites on the Website, other internet sites to which the
User may be referred or any third party content displayed on the Website. Such internet sites may
contain information that has not been devised, verified or tested by HTS or its officers, employees
or agents. HTS neither endorses the accuracy or completeness of such information, nor guarantees
that such information, or the provision of any hyperlinks to the User, do not infringe third party rights.
HTS shall not be responsible for any Loss incurred by the User in connection with those sites.

16. Risk Disclosure and Disclaimer
16.1.1. In conducting any Digital Payment Token trading activities including any incidental services
provided by HTS to its Users (“Relevant Activities”), if HTS solicits the sale of or recommend any
product including any Digital Payment Tokens to the User, the product must be reasonably suitable
for the User having regard to the User’s financial situation, investment experience and investment
objectives. No other provision of these Terms or any other document HTS may ask the User to sign
and no statement HTS may ask the User to make derogates from this Clause.
16.1.2. The User declares and acknowledges that the Risk Disclosure Statement associated with trading
Digital Payment Tokens has been fully explained to the User in a language that the User
understands and chooses and the User has been invited to read the Risk Disclosure Statement
associated with trading Digital Payment Tokens. The User has been given the opportunity to ask
questions and to seek independent legal and financial advice if the User wishes. The User further
declares that the User has carefully and thoroughly read the Risk Disclosure Statement associated
with trading Digital Payment Tokens and fully understands and accepts its contents and agrees to
be bound by the same. The Risk Disclosure Statement is set out as Part 2 at the end of these
Terms.
16.1.3. The User represents, warrants and undertakes to HTS that if the User gives Instructions for
effecting Transactions under the Account:
(a) the User fully understands the nature, features and risks of the Digital Payment Tokens and is
willing to bear such risks;
(b) the User has sufficient net worth to be able to assume the risks and bear the potential Losses of
trading in the product; and
(c) the User has thoroughly and independently considered the risks involved, its investment objectives,
financial needs and commitments and the User’s own circumstances before giving the Instructions,
whether or not the User has trading experience with respect to such or any Digital Payment Tokens.
16.1.4. The User acknowledges, understands and agrees that:
(a) the price of Digital Payment Tokens and the income from them (if applicable) can be extreme
volatile and highly unpredictable. Any individual Digital Payment Token may experience upward or
downward price movements and may even become valueless. There is an inherent risk that
significant Losses may be incurred over a short period of time rather than profit made as a result of
buying and selling Digital Payment Tokens;
(b) the actual bid and offer prices of any Transaction will be determined at the time when such
Transaction is effected and any figures which may have been quoted by HTS or HTS’s
representatives prior to such Transaction are indicative only;
(c) any price of any Digital Payment Token quoted by HTS in response to any enquiry by the User is
for reference only and shall not be binding on HTS or any of HTS’s market information providers.
HTS shall be entitled to act on any Instruction for the sale and purchase of any Digital Payment
Token even if the price of such Digital Payment Token has altered to the disadvantage of the User
between the time of HTS’s receipt of such Instruction and the time at which HTS or HTS’s agent
completes any such sale or purchase;
(d) the use of any HTS service does not guarantee a fault-free service and may, from time to time,
encounter technical failure, delay, malfunction or interruption that may impact or interfere with the
User’s trading activity;
(e) the configuration of any third party software to HashKey OTC is the User’s own responsibility and
technical assistance from HashKey OTC support may be limited;
(f) Digital Payment Tokens are highly risky and the User should exercise caution in relation to the
products;
(g) a Digital Payment Token may or may not be considered as “property” under Applicable Laws, and
such legal uncertainty may affect the nature and enforceability of the User’s interest in such Digital
Payment Token;
(h) the offering documents or product information provided by an issuer of Digital Payment Tokens
have not necessarily been subject to scrutiny by any Government Agency;
(i) a Digital Payment Token is not necessarily legal tender, that is, it is not necessarily backed by any
Government Agency;
(j) Transactions may be irreversible, and, accordingly, Losses due to fraudulent or accidental
Transactions may not be recoverable;
(k) the value of a Digital Payment Token may be derived from the continued willingness of market
participants to exchange fiat currency for a Digital Payment Token, which means that the value of
a particular Digital Payment Token may be completely and permanently lost should the market for
that Digital Payment Token disappear. There is no assurance that a person who accepts a Digital
Payment Token as payment today will continue to do so in the future;
(l) legislative and regulatory changes may adversely affect the use, transfer, exchange and value of
Digital Payment Tokens;
(m) some Transactions may be deemed to be executed only when recorded and confirmed by HTS,
which may not necessarily be the time at which the User initiates the Transaction;
(n) the nature of Digital Payment Tokens exposes them to an increased risk of fraud or cyberattack;
and
(o) the nature of Digital Payment Tokens means that any technological difficulties experienced by HTS
may prevent the User from accessing his Digital Payment Tokens.
16.1.5. The User expressly agrees that the User’s use of HashKey OTC, the Website and any Services of
HTS is at the User’s sole risk. The trading interface, the information and all aspects of HashKey
OTC (including, but not limited to, order execution) are provided on an ‘as is’ basis, without warranty
of any kind, express or implied, including but not limited to warranties of title or implied warranties
of merchantability or fitness for a particular purpose. No oral advice or written information given by
HTS, its Affiliates or any information providers shall create a warranty. HTS does not guarantee the
timeliness, sequence, accuracy or completeness of market data or any market information
(including any information provided to the User) at HashKey OTC; and HTS shall not be liable in
any way for any Losses arising from or caused by (i) any inaccuracy, error in or omission from any
such data, information or message; (ii) any delay in the transmission or delivery thereof; (iii) any
suspension or congestion in communication; (iv) any unavailability or interruption of any such data,
message or information whether due to any act of HTS or (v) by any forces beyond the control of
HTS.

17. General
17.1. Termination
This Agreement shall have an initial term of one year, which shall be automatically renewed on an
annual basis. Either Party may terminate the Agreement by providing 5 days’ written notice to the
other. The termination or expiration of this Agreement shall not relieve either Party of any rights,
obligations and liabilities arising prior to such expiration or termination.
17.2. Confidentiality
Each of the Company and the User hereby agrees to not disclose, and to otherwise keep
confidential, the transactions contemplated hereby, the existence or nature of any relationship
between the Parties, the name of the other Party, the fact that the Parties engaged in any
transaction or the terms of those transactions, or the terms of this Agreement (together,
“Confidential Information”), provided, however, that each Party may disclose Confidential
Information to its directors, officers, members, employees, agents, affiliates, and professional
advisers on a need-to-know and confidential basis (and provided that the relevant disclosing Party
remains responsible for any breach by such of its directors, officers, members, employees, agents,
affiliates, and professional advisers). If either Party is required by law, rule or regulation, or advised
by legal counsel to disclose such information (the “First Party”), the First Party will, to the extent
legally permissible and reasonably practicable, provide the other Party (the “Second Party”) with
prompt written notice of such requirement so that the Second Party may seek an appropriate
protective order or waive compliance with this Clause. The restrictions in this Clause shall not
operate to prevent the Company from disclosing aggregate trade volumes over certain periods of
time to a third party who may have introduced the User to the Company. The confidentiality
obligations set forth in this Clause shall survive for 3 years following any termination or expiration
of this Agreement.
17.3. Liability
To the fullest extent permitted by applicable law, the Company will not be liable for any special,
indirect, incidental, punitive, consequential, exemplary or similar damages or for loss of profits, and
in no event will the aggregate liability of the Company in relation to any Transaction exceed the
consideration (as denominated in the relevant fiat currency or DPT) owed by it to the User in respect
of that Transaction.
17.4. Force Majeure
Each Party shall not be liable for delays or errors occurring by reason of circumstances beyond its
control, including but not limited to war (declared or undeclared), terrorist activities, acts of
sabotage, blockade, fire, lightning, acts of god, national strikes, riots, insurrections, civil
commotions, quarantine restrictions, epidemics, earthquakes, floods, hurricanes, explosions, third
party system instability or failure and regulatory and administrative actions or delays. In the event
of such force majeure, each Party shall take reasonable steps to minimize interruptions and Loss
but shall have no liability caused by or incidental to such force majeure.
17.5. Set-off
The Company shall have the right to set-off any obligation of the User owing to the Company
(whether or not arising under this Agreement, whether or not matured, whether or not contingent,
and regardless of the currency, place of payment or booking office of the obligation) against any
obligation of the Company owing to the User. The User shall not have the right to set-off.
17.6. Amendments and Waivers
HTS shall have absolute rights to amend, delete or substitute any of the terms herein or add new
terms to the Agreement, including without limitation, any amendments to the fees. An amendment
notice and the revised Terms (or relevant amended document) will be posted at the download forms
column of the Website. User should visit the Website from time to time to obtain the latest Terms
and read the terms thereof. Such amendment, deletion, substitution or addition shall be deemed
as effective and incorporated herein (and shall form part of these Terms) on the date of publication
of such amendment notice. Users who object to the amendment will be given an opt-out option to
terminate their Accounts under these Terms and should send written objections to HTS within
fourteen (14) Business Days after the publication of such amendment notice at the Website, failing
which it shall be deemed an acceptance of such amendment, deletion, substitution or addition.
17.7. Assignment
This Agreement shall be binding on and inure to the benefit of the Parties and their respective
successors, heirs, personal representatives, and permitted assigns. The User may not assign or
delegate its rights or obligations hereunder without the prior written consent of the Company, which
may be withheld in the Company’s sole discretion. The Company may assign its rights and
obligations to an affiliate of the Company upon notice to the User.
17.8. Severability
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this Agreement.
17.9. Governing Law
17.9.1. This Agreement shall be governed by and construed in accordance with the laws of Singapore.
17.9.2. Any dispute arising out of or in connection with this contract, including any question regarding its
existence, validity or termination, shall be referred to and finally resolved by arbitration administered
by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules
of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which
rules are deemed to be incorporated by reference in this clause.
17.9.3. The seat of the arbitration shall be Singapore.
17.9.4. The Tribunal shall consist of one (1) arbitrator.
17.9.5. The language of the arbitration shall be English.
17.9.6. The law governing this arbitration agreement shall be Singapore.
17.9.7. In respect of any court proceedings in Singapore commenced under the International Arbitration
Act 1994 in relation to the arbitration, the parties agree (a) to commence such proceedings before
the Singapore International Commercial Court (“the SICC”); and (b) in any event, that such
proceedings shall be heard and adjudicated by the SICC.
17.10. Entire Agreement
These terms, together with the related account opening documents, the platform rules, and any
other relevant written agreements into which the client and HTS have entered, constitute the entire
agreement and supersede all prior agreements and understandings, written or oral, among the
Parties with respect thereto, and all such prior agreements between the Parties are hereby
terminated by mutual agreement.
17.11. Language
This Agreement is written in an English version and a Chinese version. In the event of any conflict
between the two versions, the English version shall take precedence.
17.12. Counterparts
This Agreement may be executed in one or more counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts taken together shall constitute one and
the same instrument.
17.13. Notices
Any notice, communication or demand to be given or made pursuant to this Agreement shall be in
writing and in English and shall be deemed to have duly given or made (i) when delivered by hand,
when left at the address set out in this Clause; (ii) when sent via courier by a reputable international
courier, 3 Business Days after the date it was posted to the address set out in this Clause; (iii) when
sent by email, when sent to the e-mail address set out in this Clause (in each case as may be
updated in writing pursuant to this Clause by one Party to the other Party); and (iv) where delivered
by electronic means, at the time of delivery.
(a) If to the Company, to:
Address HashKey Technology Services Pte. Ltd.
3 Church Street
#28-06, Samsung Hub
Singapore (049483)
Attention OTC Team
Email otc_onboarding@hashkey.com
17.14. Contracts (Rights of Third Parties) Act
Any Person who is not a Party (other than our successors or permitted assigns) shall have no
right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any provisions
of this Agreement.

Addendum: Singapore-Specific Disclosures
1. Introduction
1.1 This addendum (“Addendum”) applies in relation to the User Terms. Unless otherwise defined in
this document, capitalised terms shall have the same meaning as used in the Master Service
Agreement entered into between yourself and HTS. In this Addendum, “you”, “your”, and any other
cognate terms are a reference to such a customer in Singapore. Where there is an overlap and/or
conflict between the terms of the Agreement and the Addendum or where the terms of the
Agreement are silent on a particular matter, but such matter is covered by the terms of this
Addendum, the terms set out in this Addendum shall prevail.
1.2 This Addendum contains the Singapore-specific disclosures with which HTS must comply with as
a matter of its obligations under the Payment Services Act 2019 (“PS Act”), the Payment Services
Regulations (“PSR”), and the notices and guidelines promulgated thereunder. These obligations
arise as HTS is a Major Payment Institution (“MPI”) licensed by the Monetary Authority of Singapore
(“MAS” or the “Authority”) for the provision of Digital Payment Token (“DPT”) Services under the
PS Act. These obligations include the requirement to adopt customer asset segregation and
safeguarding measures to ensure the safety of customer assets (including DPTs).

2. Safeguarding of “assets” received from customers
2.1. Under regulation 18B of the PSR, HTS is subject to the requirement to ensure that, no later than
the next business day after any “assets” are received from you or on your account, the whole or
such part, as may be prescribed, of the “assets” are safeguarded.
2.2. For these purposes, “assets”, in relation to HTS, includes Digital Payment Tokens (“DPTs”) that
are beneficially owned by a customer of HTS such as yourself, but does not include money.
2.3. HTS safeguards your assets (including DPTs) by depositing them in custody accounts held on trust
for you that is maintained with a third-party and independent Safeguarding Institution. The
Safeguarding Institution with whom HTS maintains the custody accounts is HashKey Xpert Limited,
a trust or company service provider (TCSP) license holder in Hong Kong..
2.4. In case of any loss of your assets arising from fraud or negligence on the part of HTS:
(A) Please contact HTS immediately through our website. HTS will consider your complaint
based on the information provided by you and will endeavour to respond with a written
decision addressing the issues raised within two (2) months from the date the complaint is
received.
(B) If the complaint remains unresolved, you may escalate your complaint via the dispute
resolution process set out in Clause 17.9 of the Agreement.
(C) The quantum of the offer of resolution, or any analogous compensation for your lost assets,
will be capped at the value of the assets that were lost as a result of the disputed
transaction(s). HTS determination of the value of the assets that were lost will be final and
binding. This compensation may be adjusted for any contributory negligence, act, or omission
on your part.
(D) HTS will not be liable for the types of losses set out under the Section 4.3 of the Agreement.
For the avoidance of doubt, HTS is not liable for any loss that you may sustain if you have
been fraudulent or negligent, including where: (i) you have carried out any transaction on the
instructions of a third party (or have allowed a third party to remotely access or share your
computer while logged in to your account); or (ii) your login credentials were compromised.
2.5. Unless we have informed you of any contrary arrangements, the DPTs received from you will be
deposited in a custody account together with, and commingled with, the assets (including DPTs)
received by HTS from its other customers.
2.6. As your assets (including DPTs) may be commingled with those of other customers of HTS in the
same custody account maintained with the Safeguarding Institution, your interest in the assets may
therefore not be identifiable (although HTS will maintain records of your interest in the assets that
have been commingled). HTS does not generally support any method which presently exists or
which may hereafter be developed, to associate certain DPTs or other cryptocurrencies with any
particular metadata, and you acknowledge and agree that where any such DPTs/cryptocurrencies
are delivered to HTS, any associated metadata may be lost, and HTS has no liability for any Losses
in relation thereto. HTS will receive, keep and administer the assets on a fungible basis and to redeliver the assets not in specie but of the same denomination. There is a risk that your assets may
be used to meet the default of other customers such that you may potentially be exposed to the
Losses of HTS’ other customers. In the event that there is a shortfall of assets (including DPTs) in
the custody account, there is a risk that you may not recover all assets that are held for you.
2.7. In the event that Safeguarding Institution becomes insolvent, you may not be able to fully recover
your assets (including DPTs) held in the custody account. Any shortfall in the assets (including
DPTs) may be shared among you and other customers of HTS (and/or the customers of
Safeguarding Institution).
2.8. Under the terms and conditions agreed between HTS and the Safeguarding Institution in respect
of the safeguarding of HTS’ customers’ assets (including DPTs), the Safeguarding Institution is
responsible for the safekeeping of such assets and shall:
(A) hold the trading assets on trust for the benefit of trading participants in segregated
accounts/wallets, separate from: (i) the custodian's own assets; (ii) any other third-party
assets; and (iii) any other HTS assets that are not trading assets;
(B) ensure that at least 90% of the aggregated trading assets are stored in cold wallets (systems
not connected to the internet or wireless communication) at all times;
(C) maintain proper and up-to-date records of all trading assets and conduct regular
reconciliations;
(D) provide daily statements of accounts and receipts for executed transactions, and prepare
monthly reports for the Company and User wallets;
(E) only permit withdrawal of trading assets from Company Wallet upon receipt of HTS's written
instructions; and
(F) in the event of termination of this Agreement (which requires sixty (60) days' prior written
notice), continue to safekeep the trading assets until HTS provides delivery instructions,
during which period the custodian will collect and hold any cash distributions but provide no
other services.
Further, HTS will, subject to the regulatory requirements effective from time to time, take steps to
ensure that:
(A) All assets (including DPTs) belong to HTS’ customers deposited in the custody account are
held on trust by HTS for its customers.
(B) The Safeguarding Institution must not claim any lien, right of retention or sale over any asset
(including DPTs) standing to the credit of the custody account, except —
33
(i) where HTS has obtained the customer’s written consent and notified the Safeguarding
Institution in writing of the written consent; or
(ii) in respect of any charges as agreed upon in the terms and conditions relating to the
administration or custody of the asset (including DPTs); and
(C) the account is designated as a Trust Account, or a customer’s or customers’ account, which
is distinguishable and maintained separately from any other account maintained with
Safeguarding Institution in which HTS deposits its own assets (including DPTs).
2.9. Any information concerning the arrangements in place for the safeguarding of assets belonging to
you, as described in Clause 2.1 of the Addendum, shall be provided solely at the absolute discretion
of the HTS and only upon your request, and HTS shall have no obligation to provide any further
information beyond that already disclosed.

3. Safeguarding of “relevant money” received from customers
3.1 Under section 23 of the PS Act read with regulation 16(1) of the PSR, HTS will be subject to the
requirement to ensure that, no later than the next business day after any “relevant money” is
received from you or on your account, the whole or such part, as may be prescribed, of the “relevant
money” is safeguarded. For these purposes, “relevant money”:
3.1.1 means any money that is received by HTS from you, or on your account, in respect of the
provision of its DPT Services, and that HTS continues to hold at the end of each business
day;
3.1.2 does not include all of the following —
(i) any money paid to HTS to reduce the amount owed to HTS by you;
(ii) any money that is repaid by HTS to you;
(iii) any money which is paid to HTS, or which HTS has informed you will be used, to
defray any fee or charge imposed by HTS for providing any payment service to
you;
(vi) any money paid to any other person that is entitled to the money.
3.2 With reference to regulation 16(4) of the PSR, you hereby agree with HTS that all interests earned
from the maintenance of relevant moneys received by HTS from you, or on your account, in a Trust
Account does not accrue to you. In other words, all such interests shall be retained by HTS and to
avoid doubt shall not constitute “relevant money” liable to be safeguarded under section 23 of the
PS Act.
3.3 HTS safeguards your relevant money by depositing the relevant money in a Trust Account
maintained with a safeguarding institution. The safeguarding institution with whom HTS maintains
this Trust Account is Standard Chartered Bank (Singapore) Limited (“SCB”), a Qualifying Full Bank
in Singapore.
3.4 The relevant money received from you will be deposited in a Trust Account together with, and
commingled with, the relevant money received by HTS from its other customers.
3.5 As your relevant money is commingled with those of other customers in the same Trust Account
maintained with SCB, there is a risk that you may potentially be exposed to the Losses of HTS’
other customers.
3.6 In the event that SCB becomes insolvent, you may not be able to fully recover the relevant money
held in the Trust Account. Any shortfall in the relevant money may be shared among you and other
customers of HTS (and/or the customers of SCB).

4. Fees and charges
4.1 In order that you, as a customer or potential customer of HTS, would have notice of the following
information before using any payment service provided by HTS, HTS notes as follows.
4.2 The exchange rate which HTS is offering in respect of any purchase or sale of a DPT will be
displayed to you prior to entry into any trade.
4.3 Unless otherwise notified to you in writing prior to any transaction, HTS does not charge separate
fees apart from the exchange rate for the provision of its DPT Services.

5. Normal business days and hours
5.1 Our normal business days and hours are 9:00am to 6:00pm on all days (other than a Saturday,
Sunday or a public holiday in Singapore) on which commercial banks generally are open for the
transaction of business in Singapore (“Singapore Business Day”). Any changes thereto will be
published and updated at HTS’ Website from time to time. You agree that such publication shall be
sufficient notice to you of our normal business days and hours, and any changes to the same. In
the event of any discrepancy, the business hours as stated on HTS’ website will prevail.
5.2 HTS will maintain personnel at its permanent place of business in Singapore to address any queries
or complaints on each Singapore Business Day between 9:00am and 6:00pm.

Related articles