OTC and Managed Accounts Terms and Conditions

This agreement is an addendum to the Website Terms and Conditions between you and TWMT Pty Ltd (Coinstash), and this addendum governs the use of Coinstash’s over-the-­counter (OTC) and managed account trading services.

This agreement applies to any customers of TWMT Pty Ltd (Coinstash) who are accessing OTC and Managed Account Services.

You agree that you have read, understood, and accepted all of these terms and conditions herein and you confirm that you have read, understood and accepted all of the terms and conditions. Your use of the OTC and Managed Account Services after having been notified of these OTC Terms and Conditions constitutes your acceptance of these terms and conditions.

Coinstash may amend or modify these OTC and Managed Account Services in accordance with the Website Terms and Conditions.

Coinstash Managed Account Service.
From time to time, you may request your account manager to purchase or sell the digital assets supported for trading on the Coinstash platform. This request must be made and confirmed by you in writing before it is executed by your account manager.

Coinstash OTC Service.
On a periodic basis, you may request Coinstash act as a broker, on a reasonable efforts basis, to facilitate a trade between you and other Coinstash Members (each an “OTC Counterparty”). Every OTC Counterparty must be a Member of Coinstash or its affiliates. All OTC Counterparties are subject to the AML, KYC and similar requirements of the Coinstash entity to which they have onboarded.

Quotes.
You agree that these OTC and Managed Accounts Terms and Conditions govern all
(i) submissions of quotes (“Quotes”) by you to buy and/or sell Digital Assets to the OTC and Managed Accounts trading desk operated by Coinstash (“OTC and Managed Accounts Desk”); and
(ii) responses by you to Quotes from other Coinstash Members to the OTC and Managed Accounts Desk.

Coinstash will treat a Quote as a request provided to Coinstash for Coinstash, through its OTC and Managed Accounts Desk, to locate a counterparty for a Transaction in a supported Digital Asset.

OTC and Managed Account Services include instant message conversations, oral communications, and other methods of communications used by Coinstash to receive Quotes, request responses to Quotes, negotiate Transactions between you and OTC Counterparties, execute and confirm Transactions, and settle Transactions, among other things.

Coinstash will communicate with each potential counterparty to a Transaction and act as an agent of each counterparty in negotiating the Transaction. You agree that Coinstash may, in its sole and absolute discretion, determine whether to process or decline to process a Quote or any response to a Quote.

Requests for Quotes. In response to a Quote, Coinstash may request Quotes from one or more potential OTC Counterparties. We will always be truthful to you in any statement that we make by using clear and unambiguous language regarding pricing.

Negotiation and Execution. Each OTC Counterparty shall, on an anonymous basis, agree upon the specific terms of any Transaction through the OTC Desk, by communicating directly with Coinstash as agent.

OTC Counterparties may, with Coinstash’s consent to communication method, negotiate Transactions using electronic, written, or oral communications with Coinstash; however, execution may only occur by written email communication.

As soon as practicable following Coinstash believing that all OTC Counterparties have indicated to Coinstash that they agree to the terms of a proposed Transaction (including asset, quantity, price, settlement time, and transaction fees), Coinstash will provide to the OTC Counterparties a written confirmation setting out those terms (the “Trade Confirmation”) and once all OTC Counterparties have confirmed those terms by sending to Coinstash a written response to the Written Confirmation, the Transaction becomes binding and final (the “Execution”).

A Transaction for which Execution has occurred is an “Executed Transaction” and may not be unwound unless all OTC Counterparties agree in writing otherwise.

However, if Coinstash determines that a Quote communicated by it to an OTC Counterparty contained an obvious error with respect to the price or amount of Digital Assets set forth in that Quote, Coinstash shall have the right to cancel the Executed Transaction by delivering notice of the cancellation to both OTC Counterparties at any time prior to Settlement. In the absence of such an obvious error, the terms of a Trade Confirmation confirmed by email response by all OTC Counterparties shall be conclusive.

You agree that, for the avoidance of doubt, Coinstash may, in its sole and absolute discretion, accept statements similar or analogous to the following as your indication of agreement to the terms of a proposed Transaction: “done”, “I buy”, “bought”, “I sell”, “sold”, "approved" ; however, as set out above, the proposed Transaction does not become binding and final, i.e., an Execution, until all OTC Counterparties have confirmed the terms of the proposed Transaction by sending to Coinstash a written response to the Trade Confirmation.

Upon Execution, the terms of the Executed Transaction shall constitute a binding contract between you and the other relevant OTC Counterparty.

For the avoidance of doubt, Coinstash has sole and absolute discretion whether to accept or reject any Quotes or other orders. Written Confirmation may include instant message conversations.

Managed Account Services follow the similar process above.

Pre-Funded Trading.
Except for Transactions where you are provided with delayed settlement terms, you agree that you must deposit with Coinstash the full amount of relevant Digital Assets and/or fiat currency before Execution.

If Execution occurs prior to 12pm AEST on a day, then on that same day Coinstash will settle an Executed Transaction by delivering to each OTC Counterparty the Digital Assets and/or fiat currencies owed to that OTC Counterparty under the Executed Transaction to that OTC Counterparty’s Digital Asset wallet and/or fiat wallet at Coinstash (“Settlement”).

If Execution occurs at or after 12pm AEST on a day, then on or before the next following day, Coinstash will settle an Executed Transaction by delivering to each OTC Counterparty the Digital Assets and/or fiat currencies owed to that OTC Counterparty under the Executed Transaction to that OTC Counterparty’s Digital Asset wallet and/or fiat wallet at Coinstash (“Settlement”).

You shall not withdraw, attempt to withdraw, transfer, alienate or provide a lien to any third party on any Digital Asset or fiat currency held by Coinstash to satisfy your obligation under any Executed Transaction. For the purposes of this OTC and Managed Account Agreement, “Business Day” shall mean times between 9:00:00 am and 6:00:00 pm AEST Monday through Sunday, excluding Australian State or Territory Holidays or days when Coinstash’s office is closed due to emergencies.

Coinstash will not be responsible for any failure to settle in accordance with the timing set out above as a result of technological failures such as the internet going down and being unavailable.

Post-Execution Funding and Delayed Settlement.
A prospective OTC Counterparty or a customer requesting a Managed Account Service may make a request to Coinstash that a proposed Transaction be subject to post-Execution funding. With Coinstash’ written or verbal consent, made in its sole and absolute discretion, funding of such Transaction by one or more OTC Counterparties and Settlement may be delayed for up to a further day after Execution. The timing of post-Execution funding and Settlement shall be a material term of a proposed Transaction that both OTC Counterparties must agree to through the OTC Desk prior to Execution. Any OTC Counterparty provided with delayed settlement must deposit in their Coinstash wallet(s) assets sufficient to satisfy their obligations under an Executed Transaction within the time period specified at Execution. You agree not to withdraw, transfer, alienate, or provide a lien to any third party on any assets held by Coinstash to satisfy a delayed settlement Transaction. For the avoidance of doubt, Coinstash, in its sole and absolute discretion, may permit only one OTC Counterparty to a Transaction to delay funding; in such event, the OTC Counterparty not afforded delayed funding must pre-fund the Transaction.

Fees. You agree to pay transaction fees for any Executed Transactions as agreed between you and Coinstash before Execution. Agreement on fees may be oral or written.

No Name Disclosure. Trading through the OTC Desk will be anonymous, and Coinstash has policies and procedures reasonably designed to prevent the disclosure to any other OTC Counterparty of the identity of one OTC Counterparty (or any person acting on its behalf) submitting or responding to a Quote. However, if ever Coinstash or an affiliate of Coinstash is the OTC Counterparty in a Transaction, disclosure that Coinstash is acting as a principal in the Transaction will be made to you.

Default by Your OTC Counterparty. Coinstash will make commercially reasonable attempts to contact all OTC Counterparties to an Executed Transaction to effect Settlement. In the event that your OTC Counterparty fails to settle an Executed Transaction, Coinstash may stand in as your OTC Counterparty with the same terms as agreed between you and the defaulting OTC Counterparty, with the exception that Coinstash shall have an additional day to settle any such Transaction. When this occurs and Coinstash is acting as principal in a Transaction, disclosure that Coinstash is acting as principal will be made to you.

Default by You. If you fail to effect Settlement of an Executed Transaction by, among other things, failing to consent to the transfer of assets by Coinstash, you shall be considered in default (“Default”). You hereby grant Coinstash a secured interest in all of your assets, including fiat currency and Digital Assets, held by Coinstash or its affiliates up to the value of any Executed Transactions on which you are in Default. You also hereby grant to Coinstash a security interest in any assets held by Coinstash or its affiliates to the extent of any liability you have to Coinstash due to a Default.

Effect of Default. In the event you are in Default, Coinstash may in its sole and absolute discretion:

A. stand in as the counterparty on your behalf and settle such Executed Transaction with the OTC Counterparty;
B. cancel and/or terminate all of your Quotes and responses to Quotes, and liquidate, close out, net, cancel and/or terminate pending Transactions; liquidate any and all of your assets and positions held at Coinstash or its affiliates to cover any losses incurred by the non-defaulting OTC Counterparty as a result of your Default, and in connection with any such liquidation, Coinstash expressly disclaims responsibility for any loss incurred in the liquidation of your assets and positions held at Coinstash or its affiliates due to price slippage, market timing and similar matters;
C. refuse to accept from you Quotes or responses to Quotes or require all future Transactions involving you be instantaneously settled under Paragraph 7 notwithstanding any other agreements; and/or
D. terminate, with or without prior notice, this OTC Agreement.

Damages. In the event that an Executed Transaction is not settled because of your Default, you shall be liable to Coinstash for losses incurred as a result of the failure to settle the Executed Transaction; provided, however, that under no circumstances shall you or any other defaulting OTC Counterparty be liable to Coinstash or the non¬-defaulting OTC Counterparty for indirect, special, punitive, or incidental losses or damages of any character. Any net proceeds obtained from the liquidation of assets held by Coinstash shall be applied to discharge any and all of your obligations to Coinstash.

Representations and Warranties. You acknowledge and agree that when entering Transactions, you will be transacting for your own account, and in an arm’s-length role in relation to Coinstash.

You acknowledge and agree that Coinstash will not generally be exercising discretionary trading authority on your behalf or providing any advisory services to you; however when Coinstash is given any discretion by you, you will be made aware of how that discretion will be exercised and Coinstash will exercise that discretion reasonably, fairly, and in a way that is not designed or intended to disadvantage you. You acknowledge and agree that Coinstash will work on a reasonable efforts basis to broker Transactions based on parameters (including quantity and price) provided by you. You also acknowledge and agree that while Coinstash will attempt to broker your Transactions, there may be occasions when Coinstash or a Coinstash affiliate will be the principal to a Transaction with you and, in such circumstances, disclosure that Coinstash or its affiliate is acting as principal will be made to you. Neither Coinstash nor any Coinstash affiliate operates a Principal Trading Desk and does not currently have any intention to do so; any principal trading by Coinstash or a Coinstash affiliate will be for the sole purpose of providing liquidity and satisfying Member goals, and will not be intended to earn a profit for Coinstash or any Coinstash affiliate. Coinstash will not execute for its own account or benefit or that of a Coinstash affiliate a Transaction in a Digital Asset while Coinstash is in possession of specific confidential information regarding the trading interest of our Members in such Digital Asset or in a manner that is designed or intended to disadvantage you.

For the term of this OTC Agreement, and subject to your compliance with these OTC and Managed Accounts Terms and Conditions, the Website Terms and Conditions, Coinstash grants to you a limited, non-exclusive, non-transferable, non-assignable, right to access and use the OTC Desk exclusively for the purposes described in this OTC Agreement. All copyright, trademark, trade secret, and other intellectual property rights in, to, and related to the OTC Desk or any of its components (including feedback or suggestions provided by you regarding Coinstash’ business), or any data submitted to or generated by Coinstash, are the sole and exclusive property of Coinstash, and you shall not obtain any such rights, except as explicitly specified in this Paragraph 16.

You agree that it is your sole responsibility to control, monitor, and restrict the methods you use to access communication to Coinstash at its OTC Desk (“Access Methods”), including without limitation, all passwords and security devices. You shall be bound by all instructions communicated to the OTC Desk using your Access Methods and usual communication methods, and Coinstash shall have no obligation to verify whether any such instruction has been duly authorized. If you learn that your Access Methods and usual communication methods may have been compromised, you shall immediately notify Coinstash pursuant to the notice provisions of the Website Terms and Conditions. You shall be responsible for any instructions sent using your Access Methods and usual communication methods until you notify Coinstash and Coinstash has disabled the compromised Access Methods or agreed not to accept that usual communication method.

You agree that you are solely responsible for (a) any computer systems, applications, communications software, telecommunications equipment, and other equipment and software (“Equipment”) used by you to access or communicate to the OTC Services; and (b) any telecommunications services, Internet service, or other communications services used by you to connect to or communicate to the OTC Desk (“Connectivity”). Any Coinstash assistance with your Equipment or Connectivity is provided without warranty as described further below.

Coinstash reserves the right, at any time, with or without cause or prior notice, to limit, suspend, or terminate all or part of the OTC Services or your access to the OTC Desk. For the avoidance of doubt, Coinstash shall not have any obligation to send any price Quote received by the OTC Desk to prospective OTC Counterparties. You understand that you are solely responsible for maintaining any alternative arrangements that may be needed or desirable if any or all of the OTC Services becomes unavailable or disrupted.

FOR THE AVOIDANCE OF DOUBT, THE DISCLAIMERS OF WARRANTY, LIMITATION OF LIABILITY AND INDEMNIFICATION AND RELEASES SET OUT IN THE WEBSITE TERMS AND CONDITIONS SHALL COVER THE OTC SERVICES, AND THESE OTC TERMS AND CONDITIONS AND THE WEBSITE TERMS AND CONDITIONS SHALL BE INTERPRETED ACCORDINGLY.

You agree that either party may terminate this OTC Agreement at any time for any reason by providing written notice to the other party. Termination of the OTC Agreement shall not excuse performance of either party’s outstanding obligations under the OTC Agreement (or the Website Terms and Conditions) at the time of termination. For the avoidance of doubt, while you are in Default and even if Coinstash is not making the OTC Services available to you as a result, you will remain subject to the terms of this OTC Agreement.

Incorporation by Reference. You agree that, except as otherwise provided in these OTC Terms and Conditions, all provisions of the Website Terms and Conditions and the Exchange Terms and Conditions are hereby incorporated into this OTC Agreement by reference, including but not limited to limitations of liability, disclaimers of warranty, indemnification and releases, confidentiality and compliance with legal process, choice of law, arbitration, statute of limitations, notice, assignment and severability.

You agree that these OTC Terms and Conditions, including their incorporation of the Website Terms and Conditions and the Exchange Terms and Conditions by reference, sets forth the entire agreement and understanding between the parties relating to the subject matter herein and supersedes all prior agreements, discussions, understandings, or representations, either oral or in writing, solely to the extent as they relate to the subject matter of this OTC Agreement.
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