1. DEFINITIONS
For purposes of these OTC Terms, the following definitions apply: 1.1. âAgreed Communication Channelâ means any channel designated and authorized by Roxom for communicating Price Requests, Trade Instructions, Trade Confirmations, Loan Requests and Loan Confirmations, as notified to the Client from time to time (including email, secure messaging platforms, or electronic portals). 1.2. âAvailable Collateral Valueâ means at any given time, the value of the Collateral as determined by Roxom by reference to the Reference Price, net of any applicable haircut applied by Roxom at its discretion. 1.3 âBase Currencyâ means with respect to any Loan, the currency in which the Loan Amount is denominated, being either USD (fiat wire transfer) or a Permitted Stablecoin, as specified in the Loan Confirmation. 1.4. âBTCâ means Bitcoin, the native digital asset of the Bitcoin network. 1.5. âClientâ means any person or entity that has completed Roxomâs Due Diligence and been approved by Roxom to access the Services. 1.6. âCollateralâ means BTC delivered by the Client to Roxom as security for a Loan, as specified in the Loan Confirmation. 1.7. âCollateral Addressâ means the on-chain wallet address designated by Roxom to receive Collateral for a Loan. 1.8. âConfidential Informationâ means any Prices, quotes, terms, Trade Confirmations, Loan Confirmations, Records and any other non-public information disclosed in connection with the Services. 1.9. âDigital Assetsâ means Bitcoin (BTC), Ether (ETH), stablecoins (including USDT and USDC), tokenized securities, and any other digital or crypto assets as Roxom may agree to trade or accept from time to time. 1.10. âDue Diligenceâ means Roxomâs onboarding, KYC (Know Your Customer), KYB (Know Your Business), AML/CFT and compliance checks, as determined by Roxom from time to time. 1.11. âInitial LTVâ means the Loan-to-Value ratio at the time of Loan disbursement, as set out in the Loan Confirmation. 1.12. âInterestâ means the interest accruing on a Loan at the applicable Interest Rate as set out in the Loan Confirmation. 1.13. âInterest Rateâ means the rate of interest applicable to a Loan, as specified in the Loan Confirmation, which may be fixed or variable as agreed between the parties. 1.14. âLiquidation LTVâ means the Loan-to-Value ratio at which Roxom is entitled to initiate an automatic Liquidation Event, as set out in the Loan Confirmation. 1.15. âLoanâ means a loan of funds in the Base Currency extended by Roxom to the Client pursuant to a Loan Confirmation, secured by Collateral. 1.16. âLoan Amountâ means the principal amount of a Loan, as specified in the Loan Confirmation. 1.17. âLoan Confirmationâ means the written confirmation issued by Roxom through an Agreed Communication Channel setting out the specific terms of a Loan, including Loan Amount, Base Currency, required Collateral, Initial LTV, Margin Call LTV, Liquidation LTV, Interest Rate, Loan Term, and other applicable terms. 1.18. âLoan Requestâ means a request submitted by the Client through an Agreed Communication Channel to obtain a Loan. 1.19. âLoan Termâ means the agreed duration of a Loan, as specified in the Loan Confirmation. 1.20. âManifest Errorâ means any error, omission or misquote which is manifest or palpable. 1.21. âMargin Call LTVâ means the Loan-to-Value ratio that triggers a Margin Call, as set out in the Loan Confirmation. 1.22. âOTC Servicesâ means the provision of Prices by Roxom, the Clientâs submission of Trade Instructions, the entry into OTC Transactions in Digital Assets, and any related services. 1.23. âOTC Transactionâ means any bilateral over-the-counter transaction in Digital Assets entered into between Roxom and the Client pursuant to a Trade Instruction submitted through an Agreed Communication Channel. 1.24. âPermitted Stablecoinâ means USDT (Tether) and USDC (USD Coin), or such other stablecoins as Roxom may approve in writing. 1.25.âPriceâ means any indicative or firm price provided by Roxom in connection with an OTC Transaction, whether in response to a Price Request or otherwise. 1.26. âRestricted Jurisdictionâ means any jurisdiction listed in General Operation Terms. 1.27. âSettlementâ means the discharge of each partyâs obligations under an OTC Transaction by transfer of Digital Assets and/or funds in accordance with the agreed settlement terms. 1.28. âTrading Limitsâ means any risk, exposure or credit limits applicable to the Client and/or to specific assets or transaction types, as imposed by Roxom from time to time.2. ELIGIBLE CLIENTS AND RESTRICTED PERSONS
2.1 Eligibility. Access to the Services is restricted to: (a) professional clients, institutional investors, corporations and entities acting in a commercial capacity; and (b) high-net-worth individuals (âHNW Individualsâ) meeting the financial thresholds and suitability criteria determined by Roxom. Roxom does not offer Services to retail clients. Eligibility determinations are at Roxomâs sole discretion. 2.2 Restricted Persons. The Services may not be accessed or used by any Restricted Person. By accepting these OTC Terms and each time the Client accesses the Services, the Client represents and warrants that it is not a Restricted Person. Roxom may immediately terminate access upon determining that a Client has become or was at any time a Restricted Person. 2.3 Due Diligence. Access to the Services is subject to completion of Roxomâs Due Diligence process. Roxom may request documentation and information at any time and may refuse to provide Services until Due Diligence is completed and remains current. The Client undertakes to promptly notify Roxom of any material change in its circumstances, ownership or financial position.3. OTC TRADING SERVICES â PRICES
3.1 Provision of Prices. Roxom may, in its sole discretion, provide indicative or firm prices (each, a âPriceâ) in connection with OTC Transactions in such Digital Assets as Roxom may determine from time to time. Prices may be provided in response to a Price Request through an Agreed Communication Channel. **3.2 No Offer. ** The provision of any Price does not constitute an offer to enter into an OTC Transaction and does not obligate Roxom to accept any Trade Instruction. Roxom may, in its sole discretion, respond or decline to respond to any Price Request, and may accept or reject any Trade Instruction without liability. 3.3 Validity Window. Prices are subject to change and may be withdrawn or revised at any time prior to Trade Confirmation. Roxom may specify a period during which a Price remains valid (the âValidity Windowâ). A Trade Instruction referencing a Price that has expired or been withdrawn may be rejected. 3.4 Proprietary Prices. Prices are provided solely for the Clientâs use in connection with the OTC Services. The Client must not disclose or use any Price for any other purpose without Roxomâs prior written consent, unless required by applicable law. 3.5 Spread and Markup. The Client acknowledges that any Price provided by Roxom may include a bid-ask spread and/or a mark-up. Roxom is not under any obligation to disclose the specific amount of any spread or mark-up, unless otherwise agreed in writing.4. OTC TRADE SERVICES - INSTRUCTIONS
4.1. Trade Instructions. Each Trade Instruction constitutes an offer by the Client to enter into an OTC Transaction on the terms set out in that Trade Instruction. Roxom may accept or reject any Trade Instruction in its sole discretion, including where legal, compliance, operational or risk management requirements are not met. 4.2. Trade Confirmation. An OTC Transaction is formed and becomes binding only upon Trade Confirmation. âTrade Confirmationâ means the express confirmation by Roxom, through an Agreed Communication Channel, that the relevant Trade Instruction has been accepted and executed, typically in the form of a written recap. The Client shall review any Trade Confirmation promptly upon receipt and notify Roxom immediately of any discrepancy. If no objection is raised within thirty (30) minutes of receipt, the Client shall be deemed to have accepted its terms. 4.3. Binding Nature. Following Trade Confirmation, the relevant OTC Transaction may not be withdrawn, amended or cancelled by the Client, unless Roxom expressly agrees otherwise in writing. Until Trade Confirmation is provided, no binding agreement arises. 4.4. Communication Risk. Roxom shall not be responsible for any Trade Instruction that is not received or is received late, incomplete or corrupted. Any Trade Instruction not received by Roxom shall be treated as rejected. 4.5. Trading Limits. Any Prices, Trade Instructions and/or OTC Transactions may be subject to Trading Limits imposed by Roxom. Roxom may reject, cancel, void or amend any Price, Trade Instruction or OTC Transaction that breaches or is reasonably likely to breach a Trading Limit. 4.6. Records. In the absence of Manifest Error, Roxomâs Records relating to Prices, Trade Instructions and OTC Transactions shall be final and conclusive evidence of the relevant matters. 4.7. Failure to receive Trade Instruction. Roxom shall not be responsible for any Trade Instruction that is not received or is received late, incomplete or corrupted, including due to issues with an Agreed Communication Channel. Any Trade Instruction not received by Roxom shall be treated as rejected.5. OTC BTC LOANS SERVICES
5.1. Overview. Subject to these OTC Terms and Roxomâs approval, Roxom may extend Loans to eligible Clients secured by BTC Collateral. Each Loan shall be governed by: (a) these OTC Terms; and (b) the terms set out in the applicable Loan Confirmation. In the event of any conflict between these OTC Terms and a Loan Confirmation, the Loan Confirmation shall prevail with respect to that specific Loan. 5.2. Loan Request. To apply for a Loan, the Client must submit a Loan Request through an Agreed Communication Channel specifying: (i) the desired Loan Amount and Base Currency; (ii) the amount of BTC Collateral to be pledged; and (iii) such other information as Roxom may reasonably require. Submission of a Loan Request does not create any obligation on Roxom to approve or extend any Loan. Roxom may accept or reject any Loan Request in its sole discretion. 5.3. Loan Confirmation. A Loan shall be formed and become binding only upon issuance of a Loan Confirmation by Roxom. The Loan Confirmation shall set out: (a) the Loan Amount and Base Currency; (b) the required Collateral; (c) the Initial LTV; (d) the Margin Call LTV; (e) the Liquidation LTV; (f) the Interest Rate and calculation basis; (g) the Loan Term and Repayment Date; (h) the Collateral Address; and (i) any other applicable terms. The Client shall review the Loan Confirmation promptly and notify Roxom of any discrepancy within sixty (60) minutes of receipt. Silence within that period shall constitute acceptance. 5.4. Collateral Delivery. As a condition to Loan disbursement, the Client shall transfer the full amount of BTC Collateral specified in the Loan Confirmation to the Collateral Address designated by Roxom, prior to or simultaneously with disbursement. Disbursement shall not occur until Roxom has confirmed receipt of the required Collateral in full. Network fees are borne by the Client. 5.5. Custody of Collateral. BTC deposited as Collateral shall be held by Roxom (or a third-party custodian designated by Roxom) for the duration of the Loan Term. The Client acknowledges that: (a) Roxom shall hold the Collateral as secured creditor and shall have the right to retain, apply or dispose of it upon an Event of Default or Liquidation Event; (b) unless expressly agreed otherwise in a separate written agreement signed by both parties, Roxom shall NOT rehypothecate or pledge the Clientâs Collateral to third parties; (c) the Client retains beneficial ownership of the Collateral, subject to the security interest granted to Roxom hereunder; and (d) Roxom shall maintain records of all Collateral held. 5.6. Loan Disbursement. Upon confirmation of Collateral receipt and satisfaction of all conditions precedent, Roxom shall disburse the Loan Amount to the Client in the Base Currency: (a) if in USD fiat, by wire transfer to the Clientâs designated bank account; or (b) if in Permitted Stablecoin, by on-chain transfer to the Clientâs designated wallet address. Roxom is not responsible for delays caused by third-party payment processors, banking systems or blockchain congestion. 5.7. Loan-to-Value Monitoring and Margin Call. **(a) LTV Calculation. **Roxom shall monitor the LTV on a continuous basis throughout the Loan Term. The LTV at any time shall be calculated as: (Loan Amount + Accrued Interest) á Available Collateral Value Ă 100%. **(b) Margin Call. **If the LTV reaches or exceeds the Margin Call LTV specified in the Loan Confirmation (a âCollateral Shortfallâ), Roxom shall notify the Client through an Agreed Communication Channel (a âMargin Callâ). Upon receipt of a Margin Call, the Client must, within the time period specified in the Loan Confirmation (which shall not be less than the period specified in the Loan Confirmation, unless market conditions require a shorter period, as notified by Roxom) market conditions require a shorter period, as notified by Roxom), either: (i) deposit additional BTC Collateral sufficient to reduce the LTV below the Margin Call LTV; or (ii) make a partial repayment of the Loan Amount sufficient to reduce the LTV below the Margin Call LTV. **(c) Failure to Cure. **If the Client fails to cure the Collateral Shortfall within the specified period, or if the LTV reaches the Liquidation LTV before the Client has had the opportunity to respond, Roxom may proceed with a Liquidation Event in accordance with Section 5.8. **(d) Emergency Liquidation. **Notwithstanding the foregoing, if the LTV reaches or exceeds the Liquidation LTV at any time (regardless of whether a Margin Call has been issued or responded to), Roxom may immediately proceed to a Liquidation Event without further notice to the Client. 5.8. Liquidation Event. **(a) Right to Liquidate. **Upon the occurrence of a Liquidation Event (being the LTV reaching or exceeding the Liquidation LTV, or an Event of Default), Roxom shall have the right, in its sole discretion, to sell, transfer or otherwise dispose of all or part of the Collateral in order to repay the outstanding Loan Amount, all accrued and unpaid Interest, and any other amounts owed by the Client to Roxom. **(b) Method. **Liquidation shall be effected by Roxom at a price Roxom deems fair and reasonable by reference to the Reference Price at the time of liquidation. Roxom may use its own OTC desk, third-party exchanges or other liquidity venues. The Client acknowledges that liquidation may occur at an unfavorable price and that Roxom shall not be liable for any resulting loss of value. **(c) Surplus and Shortfall. **Following a Liquidation Event: (i) if the proceeds exceed all amounts owed, any surplus shall be returned to the Client; (ii) if the proceeds are insufficient to satisfy all amounts owed (a âDeficitâ), the Client shall remain liable for the Deficit and Roxom may pursue all available legal remedies to recover the outstanding amount. **(d) No Liability. **To the maximum extent permitted by applicable law, Roxom shall not be liable for any losses suffered by the Client as a result of a Liquidation Event, including losses arising from market impact, price slippage or the timing of liquidation. 5.9. Interest. **(a) Accrual. **Interest shall accrue on the Loan Amount from the date of disbursement to the date of full repayment, at the Interest Rate specified in the Loan Confirmation. Unless otherwise specified, interest shall accrue on an actual/365 basis (or actual/360 for USD-denominated Loans). **(b) Payment. **Interest shall be payable as specified in the Loan Confirmation (whether monthly, upon repayment, or otherwise). Failure to pay Interest when due shall constitute an Event of Default. **(c) Variable Rate. **Where the Interest Rate is variable, Roxom shall notify the Client of any change at least five (5) Business Days prior to its effective date, unless the change is driven by reference rate adjustments, in which case it shall take effect automatically. **(d) Default Interest. **Where a payment date has been agreed, if any amount due under a Loan is not paid on such agreed date, interest shall continue to accrue on the overdue amount at the applicable Interest Rate plus five percent (5%) per annum from the agreed payment date until the date of actual payment. 5.10. Repayment **(a) On-Demand Repayment. **The Loan shall not have a fixed maturity date and shall remain outstanding until fully repaid. The Client may repay the Loan at any time, in accordance with Section 5.10(b). Notwithstanding the foregoing, Roxom may, upon prior notice to the Client, require full or partial repayment of the Loan within the timeframe specified in such notice, in accordance with its applicable risk policies. **(b) Voluntary Repayment (full or partial). **The Client may make voluntary repayments of the Loan, in whole or in part, at any time, subject to providing at least twenty-four (24) hoursâ prior written notice to Roxom. Any applicable repayment terms (including any fees) shall be as set forth in the Loan Confirmation or as otherwise agreed with Roxom in writing. Any payment made by the Client shall be applied in the following order:(i) first, to accrued and unpaid interest, fees and any other amounts due other than principal; and
(ii) second, to the outstanding principal of the Loan. In the case of a partial repayment, the Loan shall remain outstanding for the remaining principal balance, and all applicable terms shall continue to apply unless otherwise expressly agreed. (c) Collateral Return. Upon full and final repayment of all amounts owed, Roxom shall return the remaining Collateral (after deduction of any amounts applied in connection with a Liquidation Event or set-off against outstanding obligations) to the Clientâs designated wallet address within a commercially reasonable time. 5.11. Events of Default. Each of the following events shall constitute an âEvent of Defaultâ under a Loan: (a) the Client fails to pay any amount due under the Loan when it becomes due; (b) the Client fails to deliver additional Collateral or make a partial repayment within the required timeframe following a Margin Call; (c) the LTV reaches or exceeds the Liquidation LTV; (d) the Client breaches any representation, warranty or obligation under these OTC Terms or any Loan Confirmation; (e) the Client becomes insolvent, is subject to bankruptcy, administration or liquidation proceedings, or makes a general assignment for the benefit of its creditors; (f) any representation or warranty made by the Client proves to have been false or misleading in any material respect; (g) Roxom reasonably determines that the continued provision of the Loan Services may expose Roxom to legal, regulatory or reputational risk; (h) any change in applicable law renders the Loan or the holding of the Collateral unlawful. Consequences of an Event of Default: Upon the occurrence of an Event of Default, Roxom may, without prior notice (except where required by applicable law): (i) declare the entire outstanding Loan Amount, together with all accrued interest and any other amounts due, immediately due and payable; (ii) apply the Collateral toward the satisfaction of outstanding obligations; and/or (iii) initiate a Liquidation Event in accordance with Section 5.8.
6. DISCLOSURES AND CONFIRMATIONS.
6.1. Execution-Only. Roxom provides the Services on an execution-only basis. Nothing in any communication (including any Price, quote, market status, commentary or recap) constitutes investment advice, a recommendation or a solicitation. The Client is solely responsible for evaluating the merits and appropriateness of any OTC Transaction or Loan. 6.2. No Fiduciary Relationship. Roxom is not acting as the Clientâs fiduciary, adviser or agent in connection with any OTC Transaction or Loan. The Client acknowledges that Roxom may have interests that differ from, or may conflict with, those of the Client. 6.3. Conditions Precedent. Roxom may require that certain conditions be satisfied before providing a Price, accepting a Trade Instruction, executing an OTC Transaction, approving a Loan Request, or effecting Settlement or Loan disbursement. Roxom may refuse to proceed where such conditions are not satisfied. 6.4. Reporting Obligations. The Client bears sole responsibility for all reporting, filings and recordkeeping obligations with respect to OTC Transactions and Loans required under applicable law. Roxom is not obliged to provide any assistance in connection with such obligations, unless expressly agreed in writing. 6.5 Liquidity Risk. The Client acknowledges that liquidity in Digital Assets may be limited or volatile. Roxom does not control market liquidity and makes no representation as to the availability of liquidity in any Digital Asset. To the maximum extent permitted by applicable law, Roxom shall not be responsible for any loss arising from illiquidity or the inability to execute or settle an OTC Transaction on desired terms. 6.6 Stablecoin Risk. The Client acknowledges that Permitted Stablecoins (including USDT and USDC) are not legal tender and may lose their peg to the U.S. dollar. Roxom makes no representation as to the stability, backing or redemption of any Permitted Stablecoin. Use of Permitted Stablecoins is at the Clientâs own risk. 6.7. No advice. Roxom provides the OTC Services on an execution-only basis. Nothing in any communication (including any Price, quote, market color, commentary or recap) constitutes investment advice, a recommendation, or a solicitation. **6.8. Client Responsibility. **The Client is solely responsible for (i) evaluating the merits, suitability and appropriateness of any OTC Transaction, and (ii) ensuring that all Trade Instructions and Settlement Instructions are accurate, complete and provided by duly authorized representatives. Roxom may rely on such instructions without further inquiry.7. ERRORS
7.1 Material Error. In addition to any provisions relating to errors in the General Operations Terms, if Roxom determines that any Price and/or the price at which one or more OTC Transactions are executed differs materially from the prevailing market price for the relevant transaction at the relevant time, or is otherwise erroneous in nature (including, without limitation, where a bid price is presented as an offer price or vice versa), whether due to incorrect pricing information, communication issues, operational issues, and/or extreme market volatility, Roxom may take the actions set out in this Clause 7, to the extent permitted by applicable law. 7.2. Rights in case of Errors. Where Roxom determines that a material error has occurred, Roxom may (without any payment or penalty due by either party, to the extent permitted by applicable law):(a) cancel/void the relevant OTC Transaction(s) (in whole or in part) and treat them as if they had never been entered into; and/or
(b) amend the relevant Price(s) and/or terms of the OTC Transaction(s) to reflect a price or terms that Roxom reasonably considers to be consistent with prevailing market conditions at the relevant time. **7.3. Operations Limits. **Any Prices, Loan, Trade Instructions and/or OTC Transactions may be subject to risk, exposure and/or credit limits imposed by Roxom from time to time, which may be general or specific to a Client and/or applicable to certain assets or transaction types. Roxom may reject, cancel, void or amend any Price, Loan, Trade Instruction or OTC Transaction that, in Roxomâs sole discretion, breaches or is reasonably likely to breach a Trading Limit. The Client shall cooperate with Roxom and provide such information and documentation as Roxom may reasonably request in connection with Trading Limits. **7.4. Records. **In the absence of Manifest Error, Roxomâs Records relating to Prices, Trade Instructions and OTC Transactions shall be final and conclusive evidence of the relevant matters. 7.5 Corrections. Roxom may correct any error in any entry, statement, recap, Trade Confirmation or advice which has been proved to Roxomâs satisfaction. Where any assets or funds have been erroneously transferred or credited as a result of such error, Roxom may require the prompt return and/or repayment of such assets or funds, to the extent permitted by applicable law. 7.6 Discrepancies. Subject to Roxomâs rights under this Clause 7, a Trade Confirmation or recap that does not accurately reflect the OTC Transaction agreed through an Agreed Communication Channel: (a) shall not affect the validity of the OTC Transaction actually agreed; and (b) where there is Manifest Error, shall not entitle the Client to enforce any inaccurate term recorded in such Trade Confirmation or recap. **7.7. Liability. **Without prejudice to any other limitation or exclusion of liability under these OTC Terms and the General Operation Terms, and in the absence of fraud, bad faith or wilful misconduct by Roxom, Roxom shall not be liable for any loss or claim of any nature arising out of or in connection with any Manifest Error, including any indirect, special, incidental or consequential loss, including loss of profit or loss of opportunity, even if such loss was reasonably foreseeable.
8. SETTLEMENT
8.1. Settlement Mechanics. Unless otherwise agreed between Roxom and the Client, each OTC Transaction shall be settled on a per-transaction basis in accordance with the settlement terms agreed for that OTC Transaction (including any Settlement Instructions), as evidenced by the Trade Confirmation, recap and/or relevant Records. Settlement may be effected either (a) within Roxomâs infrastructure (internal settlement) or (b) to/from external wallets or accounts (external settlement), as agreed for the relevant OTC Transaction. 8.2. Settlement Instructions. The Client shall provide complete and accurate Settlement Instructions in such form and manner as Roxom may reasonably require. Roxom may rely on Settlement Instructions provided through an Agreed Communication Channel. Roxom shall not be responsible for delays, losses or failures in settlement resulting from inaccurate, incomplete, outdated or unauthorized Settlement Instructions provided by or on behalf of the Client. 8.3. Pre settlement funding. As a condition to the execution and/or settlement of any OTC Transaction, Roxom may require that the Client maintain a minimum balance or pre-fund a portion of the transaction value prior to Trade Confirmation. The specific funding requirements applicable to each Client will be communicated by Roxom and may vary based on the Clientâs risk profile, trading history, and applicable compliance assessment. Roxom reserves the right to modify these requirements at any time. 8.4 Settlement Period. Following Trade Confirmation, the Client shall transfer the required assets or funds in accordance with the agreed Settlement Instructions within the settlement period communicated by Roxom at the time of Trade Confirmation (the âSettlement Periodâ). Unless otherwise agreed, the Settlement Period shall not exceed 12 hours from Trade Confirmation. If the Client fails to deliver the required assets or funds within the Settlement Period, Roxom may, at its sole discretion, cancel or void the relevant OTC Transaction without liability to the Client, and may take such further action as it considers appropriate. 8.5 No Netting. Unless Roxom expressly agrees otherwise in writing on a case-by-case basis, netting shall not apply between multiple OTC Transactions. Each OTC Transaction shall be settled on a gross, per-transaction basis. Any agreement to apply netting shall be specific to the transactions and period agreed and shall not create any ongoing right to netting for the Client.9. FEES
9.1. Fees and Charges. The Client agrees to pay any applicable fees, expenses, charges and obligations related to the Clientâs receipt of the OTC Services as specified by Roxom from time to time, together with any other amounts payable to Roxom under these OTC Terms and the Base Terms. **9.2 External Settlement Fees. **If Roxom permits settlement of an OTC Transaction to and/or from an external wallet or account, the Client shall be solely responsible for the payment of all fees and charges associated with such settlement and shall reimburse Roxom on demand for any fees, charges, costs or losses reasonably incurred by Roxom in connection with such external settlement, to the extent permitted by applicable law. 9.3. Fee Changes.  Roxom reserves the right to introduce, vary or increase fees at any time. Where practicable, Roxom will provide reasonable advance notice. Continued use of the Services after such notice constitutes acceptance of the revised fee structure.**10. TAXES **
**10.1. Client Responsibility. **The Client is solely responsible for determining, reporting and paying any taxes, duties, levies, charges or other governmental assessments that may arise in connection with the OTC Services or any OTC Transaction, including any tax liabilities arising from the acquisition, disposal, exchange, transfer, receipt or holding of any assets. 10.2. No Tax Advice. Roxom does not provide tax advice. Any information provided by Roxom is for general information purposes only and should not be relied upon as tax advice. 10.3. Withholding. If any payment to Roxom is subject to deduction or withholding of any tax, the Client shall gross up such payment so that Roxom receives an amount equal to what it would have received had no such deduction or withholding been required.11. AML and COMPLIANCE OBLIGATIONS
**11.1. Client Declarations. **The Client represents, warrants and undertakes, on a continuing basis, that: (a) all assets and funds used in connection with OTC Transactions originate from lawful sources and do not constitute proceeds of crime, money laundering, terrorist financing, or any other unlawful activity; (b) the Client is not subject to, and is not acting on behalf of any person subject to, any applicable sanctions, embargo or restrictive measure imposed by any competent authority; (c) the Client will promptly provide any information, documentation or clarification that Roxom reasonably requests in connection with its AML/CFT obligations, including source of funds, source of wealth, and beneficial ownership information; (d) the Client will promptly notify Roxom of any material change in circumstances that may affect the accuracy of information previously provided. **11.2. Roxomâs Rights. **Roxom may, without prior notice and without liability to the Client, suspend, restrict or terminate the Clientâs access to the OTC Services, decline to execute or settle any OTC Transaction, or take such other action as it reasonably considers necessary, where Roxom has reasonable grounds to suspect that: (a) any OTC Transaction may involve money laundering, terrorist financing, or any other unlawful activity; (b) the Client has breached any representation or obligation under this Clause 10; or (c) continued provision of the OTC Services may expose Roxom to legal, regulatory or reputational risk. 11.3. Reporting Obligations. The Client acknowledges that Roxom may be required by applicable law or regulation to report suspicious transactions or other information to competent authorities, and that Roxom may do so without notifying the Client. 11.4. Ongoing Monitoring. Roxom reserves the right to conduct ongoing monitoring of the Clientâs transactions and activity for compliance purposes. The Client shall cooperate fully with any requests for information made by Roxom in connection with such monitoring.12. PROHIBITED CONDUCT and IMPROPER INTENT
Without prejudice to any of Roxomâs rights under these OTC Terms and the Base Terms, the following non-exhaustive examples of conduct may constitute improper intent or prohibited conduct and may result in Roxom exercising its rights under these OTC Terms and/or the Base TermS: 12.1 Non-exhaustive examples (a) Market manipulation (pump-and-dump or similar). Engaging in coordinated or unilateral activity intended, or that could reasonably be expected, to artificially inflate or deflate the price of any asset or to mislead or exploit market participants, whether in connection with OTC Transactions or otherwise. (b) Manipulative concurrent trading. Conducting OTC Transactions while simultaneously engaging in trading activity (with Roxom or elsewhere) in close time proximity where such activity is intended to, or could reasonably be expected to, manipulate pricing or execution of OTC Transactions. (c) Market impact around OTC activity. Causing, or attempting to cause, large market impact immediately before, during, or after a Price Request, Trade Instruction, or settlement activity, where such conduct is intended to, or could reasonably be expected to, influence or manipulate OTC pricing or execution. (d) Abusive arbitrage / exploitation of pricing mechanisms. Engaging in arbitrage or related strategies that are designed to, or could reasonably be expected to, exploit pricing inefficiencies in a manner that disrupts fair market practices or otherwise abuses Roxomâs pricing mechanisms. (e) False, misleading or abusive requests. Submitting Price Requests or Trade Instructions with intent to mislead, disrupt, or abuse Roxomâs pricing, risk management or compliance processes, including submitting requests without a genuine intent to transact. (f) Coordinated activity with external venues. Engaging in trading or other activities on external venues that are coordinated with OTC Transactions in a manner that disrupts fair market practices or is intended to influence OTC pricing or execution. (g) Misuse or improper disclosure of Prices. Misusing Prices or other information obtained through the OTC Services, including using such information to trade or to solicit third-party trading in a manner that is inconsistent with these OTC Terms or applicable law, or disclosing Prices in breach of confidentiality restrictions. (h) Circular trading / wash trading. Creating a pattern of trades between related accounts or parties to generate artificial volume, the appearance of market activity, or artificial price movements. **12.2 Cooperation and information. **Roxom may request information reasonably required to assess suspected improper intent or prohibited conduct, and the Client shall cooperate in good faith. Roxom may take any action it reasonably considers necessary for compliance, risk management, and market integrity purposes.13. CONFIDENTIALITY
13.1 Confidential Information. Any Prices, quotes, terms, Trade Confirmations, recaps, Records, and any other non-public information disclosed in connection with the OTC Services (including the fact and terms of any OTC Transaction) shall be treated as confidential (âConfidential Informationâ). 13.2 Restrictions. The Client shall not disclose Confidential Information to any third party except (i) to its Affiliates, professional advisers, auditors, or service providers on a need-to-know basis and subject to confidentiality obligations, (ii) as required by applicable law, regulation, court order, or competent authority, or (iii) with Roxomâs prior written consent. 13.3 Permitted use. Confidential Information shall be used solely for purposes of evaluating, entering into, and settling OTC Transactions and for related internal compliance and reporting.14. REPRESENTATIONS AND WARRANTIES
14.1 Client Representations. In addition to any representations and warranties set out in the Base Terms, the Client represents and warrants to Roxom, on a continuing basis and each time the Client requests a Price, submits a Trade Instruction, and/or enters into an OTC Transaction, that: (a) Capacity and authority. The Client has full power and authority to enter into OTC Transactions and to perform its obligations under these OTC Terms, and any instructions are given by duly authorized representatives. **(b) Not a Restricted Person. ** the Client is not a Restricted Person and is not accessing the Services from a Restricted Jurisdiction; (b) Understanding and risk assessment. The Client is capable of assessing the merits of, and understanding, the relevant OTC Transaction (whether on its own behalf or through independent professional advice), and understands and accepts the risks and terms applicable to such OTC Transaction. (c) Independent decision The Client is acting for its own account, has made its own independent decision to enter into the OTC Transaction, and is not relying on any communication by Roxom as investment advice or as a recommendation. Roxom is not acting as the Clientâs fiduciary or adviser in connection with any OTC Transaction, unless expressly agreed in writing. (d) Compliance with law. The Clientâs entry into and performance of any OTC Transaction complies with applicable law and does not violate any agreement binding on the Client. (e) Source of assets. The assets or funds used by the Client in any OTC Transaction are not the proceeds of any unlawful activity, and their use in connection with the OTC Services does not violate any applicable law or regulation. **(g) Accuracy of information. **all information, documentation and representations provided by the Client to Roxom in connection with Due Diligence and the Services are true, accurate and complete in all material respects.15. DATA PROTECTION
15.1 Data Collection. Roxom collects, processes and stores personal data about the Client (and its representatives, beneficial owners and authorized persons) for the purposes of: (a) performing Due Diligence and ongoing compliance monitoring; (b) managing and administering the Services; (c) complying with applicable legal and regulatory obligations; and (d) communicating with the Client in connection with the Services. 15.2 Legal Basis. Roxom processes personal data on the basis of: (a) contractual necessity (to provide the Services); (b) legal obligation (KYC/AML requirements); and (c) legitimate interests (risk management and fraud prevention). 15.3 Data Sharing. Roxom may share personal data with: (a) regulatory authorities and law enforcement agencies as required by applicable law; (b) third-party service providers engaged by Roxom (including compliance, technology and custodian providers), subject to appropriate data protection obligations; and (c) Roxomâs affiliates for internal compliance and risk management purposes. 15.4 Data Retention. Roxom shall retain personal data for as long as required by applicable law and regulation, and in any event for a minimum of five (5) years following the termination of the Clientâs relationship with Roxom. 15.5 Client Rights. The Client may, subject to applicable law, exercise rights of access, rectification, erasure and portability with respect to its personal data by contacting Roxom at the contact details provided on Roxomâs website or as notified from time to time.16. FORCE MAJEURE
**16.1 Force Majeure Events. ** Neither party shall be liable to the other for any delay or failure to perform its obligations under these OTC Terms to the extent caused by a Force Majeure Event. A âForce Majeure Eventâ means any event beyond the reasonable control of the affected party, including but not limited to: **(a) **blockchain network outages, forks, hard forks, 51% attacks or congestion events affecting the settlement of Digital Assets; **(b) **hacking, cyberattacks, denial-of-service attacks or unauthorized access to or failure of Roxomâs systems or third-party infrastructure; **(c) **failure or disruption of banking systems, payment rails, correspondent banks or custodian services; **(d) **acts of God, natural disasters, pandemics or public health emergencies; **(e) **acts of government, war, terrorism, civil unrest, sanctions or export controls; **(f) **any change in applicable law or regulation, including any emergency regulatory measure affecting Digital Assets or financial services in El Salvador or any other relevant jurisdiction; **(g) **market circuit breakers, extreme market volatility or trading halts at exchanges used for pricing or hedging purposes; **(h) **failure of telecommunications, utilities or internet infrastructure. 16.2 Notification. The affected party shall notify the other party as soon as reasonably practicable upon the occurrence of a Force Majeure Event and shall use commercially reasonable efforts to mitigate its impact and resume performance as soon as practicable. 16.3 Extended Force Majeure. If a Force Majeure Event continues for more than thirty (30) calendar days, either party may terminate the affected Services (but not any outstanding Loan) by providing written notice to the other party.17. AMENDMENTS AND TERMINATION
17.1 Amendments by Roxom. Roxom may amend these OTC Terms at any time. Roxom will provide the Client with at least five (5) calendar daysâ prior written notice of any material amendment, except where: (a) an immediate amendment is required to comply with applicable law or regulatory requirements; or (b) the amendment is for the benefit of the Client. The Clientâs continued use of the Services after the effective date of any amendment constitutes acceptance of the amended terms. 17.2 Termination by Roxom. Roxom may terminate the Clientâs access to the Services at any time by providing written notice. Roxom may also suspend or terminate access immediately and without notice if: (a) the Client breaches any provision of these OTC Terms; (b) an Event of Default has occurred; (c) Roxom is required to do so by applicable law or a regulatory authority; or (d) Roxom reasonably determines that continued provision of the Services poses legal, regulatory or financial risk. 17.3 Termination by Client. The Client may terminate its relationship with Roxom at any time by providing at least thirty (30) calendar daysâ written notice, provided that: (a) there are no outstanding OTC Transactions pending settlement; and (b) all outstanding Loans have been fully repaid, together with all accrued Interest and other amounts owed. 17.4 Effect of Termination. Upon termination: (a) all pending OTC Transactions shall be settled in accordance with these OTC Terms; (b) all outstanding Loans shall become immediately due and payable; (c) Roxom shall apply all available Collateral to satisfy outstanding Loan obligations; (d) the provisions of these OTC Terms that by their nature survive termination (including Sections 12, 14, 15, 16, 19 and 20) shall continue in full force and effect.18. LIMITATION OF LIABILITY
18.1 Exclusions To the maximum extent permitted by applicable law, and without limiting any other limitations or exclusions set out in the Base Terms, neither Roxom nor its Affiliates (nor their respective directors, officers, employees, agents or contractors) shall be liable for any loss arising out of or in connection with: (a) any delay, failure, interruption, interception or unauthorized access affecting an Agreed Communication Channel or the transmission/receipt of any Price, Trade Instruction, Trade Confirmation or other communication; (b) any rejection, non-acceptance, cancellation, voiding or amendment of any Price, Trade Instruction or OTC Transaction in accordance with these OTC Terms (including Clause 6 and any Trading Limits); (c) any market conditions, liquidity constraints, third-party venues, networks, banking/payment rails, or other third-party service providers; or (d) any use of, or reliance on, any Price, quote, recap or other information provided in connection with the OTC Services. 18.2 No consequential loss. To the maximum extent permitted by applicable law, Roxom shall not be liable for any indirect, special, incidental, punitive or consequential losses, including loss of profit, loss of opportunity, loss of goodwill, or loss of anticipated savings, whether arising in contract, tort (including negligence) or otherwise, even if foreseeable. 18.3 Aggregate Liability Cap. To the maximum extent permitted by applicable law, Roxomâs aggregate liability to the Client under or in connection with these OTC Terms shall not exceed the fees actually paid by the Client to Roxom in the three (3) calendar months preceding the event giving rise to the claim. **18.4 Exceptions. **Nothing in these OTC Terms shall limit or exclude liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; or (c) any other liability that cannot be excluded or limited by applicable law.19. DISPUTES; GOVERNING LAW; JURISDICTION/ARBITRATION
The dispute resolution, governing law, jurisdiction and/or arbitration provisions set out in the General Operation Terms (including any notice of claim, negotiation, arbitration agreement, governing law clause and any class action waiver, if applicable) shall apply to any dispute, claim or controversy arising out of or in connection with these OTC Terms, the OTC Services, any OTC Transaction, or the Clientâs acceptance of these OTC Terms. 19.1 Governing Law. These OTC Terms and any OTC Transaction, Loan or dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Republic of El Salvador, including, where applicable, the Ley de Activos Digitales (Digital Assets Act) of El Salvador, without regard to its conflict of law provisions. 19.2 Arbitration. Any dispute, controversy or claim arising out of or relating to these OTC Terms, any OTC Transaction or any Loan, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by binding international arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC), by one (1) arbitrator appointed in accordance with such Rules. The seat of arbitration shall be Panama City, Panama. The language of the arbitration shall be Spanish, with documentary evidence admissible in English. 19.3 Interim Relief. Notwithstanding Section 19.2, either party may seek urgent interim or conservatory measures (including injunctions) from any court of competent jurisdiction without breach of this arbitration agreement and without waiving the right to arbitration. 19.4 Regulatory and Court Proceedings. Nothing in this Section 20 shall prevent Roxom from making any disclosure or taking any action required by applicable law, a regulatory authority (including the CNAD â Comision Nacional de Activos Digitales of El Salvador), or a court of competent jurisdiction.20. GENERAL PROVISION
20.1 Entire Agreement. These OTC Terms (together with any applicable Loan Confirmations and Trade Confirmations) constitute the entire agreement between Roxom and the Client with respect to the Services and supersede all prior discussions, representations, understandings and agreements. 20.2 Severability. If any provision of these OTC Terms is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. 20.3 Waiver. No failure or delay by either party in exercising any right, power or remedy shall constitute a waiver thereof. No single or partial exercise of any right shall preclude any further exercise of any other right. 20.4 Assignment. The Client may not assign or transfer any rights or obligations under these OTC Terms without Roxomâs prior written consent. Roxom may assign or transfer its rights and obligations to any affiliate or successor entity upon written notice to the Client. 20.5 Notices. All notices and communications under these OTC Terms shall be made through an Agreed Communication Channel or in writing to the address or email address provided by the relevant party during onboarding, as updated from time to time. 20.6 Language. These OTC Terms are executed in the English language. In the event of any conflict between an English version and any translated version, the English version shall prevail. 20.7 Electronic Acceptance. These OTC Terms may be accepted electronically (by clicking to accept, by submission of a Trade Instruction or Loan Request through an Agreed Communication Channel, or by other electronic means). Electronic acceptance shall be as binding as a wet-ink signature.\