Cryptology

Institutional Client Agreement

last Updated: November 28th, 2018

Additional Information and Terms for Institutional Clients

After approval of your institutional account, as our “Client”, you will be subject the following terms and onditions besides the Terms of Use, Terms of Service, Data Privacy Policy, and AML Policy.

1. Definitions:

    1. Non-Cooperative Jurisdiction: means any country or territory that has been designated as on-cooperative with international anti-money laundering principles or procedures by an ntergovernmental group or organization, such as the Financial Action Task Force on Money aundering (“FATF”). See www.fatf-gafi.org for FATF’s list of non-cooperative countries and erritories.

    2. OFAC: means the United States Office of Foreign Assets Control. The list of OFAC prohibited ountries, territories, persons and entities can be found on the OFAC website at www.treas.gov/offices/enforcement/ofac/

    3. Foreign Shell Bank: means a Foreign Bank without any physical presence in any country, but does ot include a regulated affiliate.

    4. Person: means any individual, corporation, partnership, association, Limited Liability Company, trust, state or other entity, either individually or collectively.

    5. Act of Insolvency: means a Party is dissolved (other than pursuant to a consolidation, amalgamation r merger); a Party makes a general assignment, arrangement or composition with or for the enefit of its creditors; a Party has a resolution passed for its winding up, official management or iquidation (other than pursuant to a consolidation, amalgamation or merger); a Party seeks or ecomes subject to the appointment of an administrator, provisional liquidator, conservator, eceiver, trustee, custodian or another similar official for all or substantially all of its assets; and, any vent analogous to any of the foregoing in any jurisdiction in relation to a Party occurs.

    6. Authorized Dealers: means any person who is authorized by the Client to give instructions to ryptology via the Platform on behalf of the Client and whose identity has been provided to ryptology as such.

    7. Business Day: means any day on which commercial banks and foreign exchange markets settle ayments and are open for general business (including dealings in foreign exchange and foreign urrency deposits).

    8. Event of Default: means any of the following events occurring in relation to the Client or Cryptology s the case may be: Client’s failure to make any payment or delivery to Cryptology including ayment or delivery under any contract; Cryptology’s failure to make any payment or delivery to the lient; any breach of these Terms by a Party which, if capable of remedy, has not been remedied ithin 10 Business Days of the other Party notifying the Party in breach in writing of the breach and equesting that it be remedied; when Cryptology, in its sole discretion, reasonably determines that he Client is showing abnormal trading activity, or is behaving in a way which might reasonably be onsidered to be abusive in accordance with applicable regulation or is adopting trading strategies imed at exploiting misquotations or is generally deemed to be acting in bad faith or attempting to buse the information or facilities available on the Platform; the occurrence of an event or ircumstance which Cryptology reasonably considers has, will have or is likely to have, a detrimental ffect on any Contract or these Terms or the Client’s ability to perform any of its obligations under ny Contract or these Terms; an Act of Insolvency; any admission that a Party is unable to or does ot intend to perform any of its obligations under these Terms; the occurrence of an Event of efault, or Termination Event affecting all transactions, each as defined under these Terms.

    9. Client’s Account: means the account in the name of the Client held by Cryptology in connection ith these Terms.

    10. Intellectual Property: means all Intellectual Property Rights (regardless of the form or medium in hich they are disclosed or stored). Intellectual Property Rights are all patents, all rights to nventions, prototypes, products, discoveries, techniques or processes, systems, data, information, opyright, and related rights, moral rights, trademarks, service marks, trade names, domain names, rand names, rights to goodwill, rights in design, rights in computer software (including know-how nd trade secrets) and any other intellectual property rights in each case whether registered or nregistered and including all applications (or rights to apply) for, and renewals or extensions of, uch rights and similar or equivalent rights which subsist or will subsist now or in the future in any art of the world.

    11. Confidential Information: means information of a confidential nature (regardless of the form or edium in which it is disclosed or stored) including but not limited to, trade secrets or confidential perations and extends to information relating to the Cryptology (or any of its parent companies or ubsidiaries) business; processes; strategy; operations; specifications; technology; know-how; rganization; business affairs; finances; dealings; transactions; customer; client and supplier lists or ther information whether relating to Cryptology or any customer of or supplier to the Cryptology nd any such similar information which the Client has come to know, has received, or obtained by eason of or pursuant to these Terms.

    12. Force Majeure: means any event or circumstance beyond the reasonable control of either Party by he exercise of all reasonable diligence, which prevents or impedes due performance of the bligations of such Party under these Terms, including (but not limited to) acts of God, civil ommotion or restraints by civil authorities including acts of local government and parliamentary uthority, extreme weather conditions; and labor disputes of whatever nature including, without rejudice to the generality of the foregoing, work to rule, strikes and lockouts (other than labor isputes by the employees of the party claiming force majeure only), perils of the sea or air, fire, lood, drought, explosion, pandemic, embargo, riot, war, sabotage and terrorism, provided that the ere shortage of labor materials, equipment or supplies shall not constitute an event of force ajeure unless caused by events or circumstances which are themselves an event of force majeure.

    13. The words “other”, “including”, “in particular” and “such as” shall not limit the generality of any receding words or be construed as being limited to the same class as the preceding words where wider interpretation is possible.

2. Representations and Warranties

    1. Cryptology represents and warrants to the Client that is a corporation duly organized, validly xisting and in good standing under the laws of Singapore. Cryptology has all necessary corporate ower and authority to enter into these Terms, to carry out its obligations hereunder and to onsummate the transactions contemplated hereby.

    2. Neither the execution and delivery of these Terms, nor the consummation of the transactions ontemplated hereby, does or will violate any statute, regulation, rule, judgment, order, decree, uling, charge or other restriction of any government, governmental agency, or court t lient is subject or conflict with, violate or constitute a default under any Platform, debt or other nstrument to which the Client is a party.

    3. Neither Party, nor any Person who controls each Party or any Person for whom a Party acts as agent r nominee, as applicable: (1) bears a name that appears on the List of Specially Designated ationals and Blocked Persons maintained by OFAC from time to time; (2) is a Foreign Shell Bank; r (3) resides in or whose subscription funds are transferred from or through an account in a on-Cooperative Jurisdiction.

    4. The Client agrees, understands and acknowledges that: Cryptology engages in the bilateral urchase and sale of Virtual Assets, including any such transaction contemplated by this Platform, olely on a proprietary basis for investment purposes for its own account; if Cryptology transacts ith the Client it does so solely on a bilateral basis; and Cryptology is not providing and will not rovide any fiduciary, advisory, exchange or other similar services with respect to the Client, any erson related to or affiliated with the Client, or any transaction subject to this Platform.

    5. The Client further agrees, represents and warrants that: the Client is solely responsible for any ecision to enter into a transaction subject to this Platform, including the evaluation of any and all isks related to any such transaction; and in entering into any such transaction, the Client has not elied on any statement or other representation of Cryptology other than as expressly set forth erein.

3. Purchase Orders

    1. All Purchase Orders will be entered into on an execution-only basis and Cryptology shall not be eemed to have made any recommendation to the Client, advise the Client on the merits of any urchase Order, or assess the suitability of any Purchase Order for the Client and Cryptology will not ssume any liability in this respect. Cryptology is entitled to assume that the Client has sufficient xperience and knowledge to understand the risks involved in each Purchase Order it enters into.

4. Term & Termination

    1. This Platform will become effective from the Effective Date and will remain in effect until erminated in writing by either Party.
    2. Upon termination, all amounts payable between the parties will become immediately due.

5. Payment Netting

    1. If on any date amounts would otherwise be payable in respect of the Purchase Orders, the Client’s bligations to make payment of any such amount will be automatically satisfied and discharged rom the Client’s Account.

    2. On the occurrence of an Event of Default by the Client, Cryptology may, by notice to the Client, pecify a date for the termination and liquidation of all the Purchase Orders (the “Liquidation Date”) ave that on the occurrence of an Event of Default which is an Act of Insolvency in respect to the lient, the date immediately prior to the Act of Insolvency shall automatically constitute a iquidation Date without Cryptology being required to give notice of such. On Liquidation Date either Party shall be obligated to make any further payments or deliveries under any Purchase rder which would, but for this clause, have fallen due on or after the Liquidation Date and such bligations shall be satisfied by settlement (whether by payment, set-off or otherwise) of the iquidation Amount in accordance with these Terms.

    3. If, on the occurrence of an Event of Default by the Client which is not an Act of Insolvency, ryptology does not specify a date for the termination and liquidation of the Purchase Orders in ccordance with the above, in addition to its rights set out herein, Cryptology shall be entitled to erminate and close out (satisfy, novate or assign) any single Purchase Order in respect of which the lient has failed to make any payment or delivery.

6. Fees, commissions and other charges

    1. The Parties acknowledge that the Cryptology will charge a fixed fee of 0.2% for every trading ransaction.

    2. Cryptology may revise the fixed fee at any time throughout the validity of these Terms and will romptly make such change available on the website. If the Client delivers no further notice in this egard within 7 calendar days, the services will continue under the amended fee. If the Client does ot agree with the change of fees, it will be entitled to terminate the service through a termination otice delivered to Cryptology.

7. Instructions and Password Protection

    1. The Client is responsible for providing sufficient facilities to be able to use the Platform. The Client ill carry out virus checks on a regular basis and will not knowingly or negligently introduce or ermit and will use reasonable measures to prevent, the introduction of, any viruses into the latform.

    2. The Client is obliged to keep passwords confidential and ensure that third parties do not obtain ccess to the Client’s Account.

    3. Cryptology shall not be liable to the Client for Purchase Orders executed pursuant to an instruction hat purports to be from the Client or which Cryptology reasonably believes to be from the Client ven if such instruction is a result of unauthorized or wrongful use.

    4. The Client shall inform Cryptology immediately of any unauthorized access to the Platform or any nauthorized instruction.

    5. The Client acknowledges that electronic access to the systems may not be secure. Cryptology isclaims all liability for any security breach other than one resulting from Cryptology’s gross egligence, willful misconduct or fraud.

8. Misuse of the Platform

    1. If Cryptology, in its sole discretion, reasonably determines that the Client is showing abnormal rading activity or is behaving in a way which might reasonably considered abusive or is adopting rading strategies aimed at exploiting misquotations or is generally deemed to be acting in bad aith or attempting to abuse the information or facilities available on the Platform (commonly nown as “sniping”) Cryptology shall be entitled to terminate these Terms by giving notice to the lient. If Cryptology does not consider such activity sufficiently serious to terminate these Terms, hen Cryptology shall be entitled to (1) restrict the Client’s access to its wallet; (2) take any other ction as Cryptology reasonably considers necessary to avoid such behavior.

9. Grant of license and proprietary rights

    1. Cryptology grants to the Client a personal, non-exclusive license to access and to use the Platform olely to fulfill the client’s business purposes under these terms.

    2. The Client may not use the Platform for any illegal purpose or another purpose not mentioned in hese Terms or expressly agreed in writing between the Parties, nor shall the Client permit any third arty to use the Platform nor use the Platform on behalf or benefit of any third party in any way hatsoever.

    3. All Intellectual Property Rights belonging to a Party prior to the signing of these Terms will remain ested in that Party.

    4. Cryptology remains the sole owner of any of its data, information or files that the Client may have ccess to in accordance with these Terms.

    5. The Platform and any related Intellectual Property Rights remain the exclusive property of ryptology or its licensors at all times. Furthermore, the Client does not obtain access to the source ode of the Platform.

    6. The Client agrees that it shall not at any time do, or (so far as it is reasonably able) allow any act or hing which prejudices, or is likely to prejudice, Cryptology’s Intellectual Property Rights in the latform pursuant to these Terms, or acquire, or attempt to acquire, or claim any title to interest in he Platform or any service conducted by Cryptology or any other Cryptology’s proprietary rights.

    7. The Client will not disassemble, decompile, reverse translate or in any other manner decode the latform.

    8. The Client shall use reasonable endeavors to prevent any violation of Cryptology’s proprietary rights n the Platform and shall promptly report to Cryptology any such violation that comes to its ttention. In particular, the Client shall implement suitable disciplinary procedures for employees ho make unauthorized use of the Platform; and not permit third parties to have access to the latform without the prior consent of Cryptology.

10. Liability

    1. Cryptology shall not in any circumstance be liable for any indirect or consequential loss, including ny loss of profits, loss or goodwill or loss of business opportunity.

    2. The Client uses the Platform at its own risk and Cryptology is not liable for any use of the Platform. he Platform and its content are provided “as is” and Cryptology does not represent the unctionality or suitability of the Platform for the Client, or that it will be uninterrupted or error-free. ll conditions, warranties covenants, representations and undertakings which might be implied, hether statutory or otherwise, in respect of Cryptology’s obligations hereunder are excluded to the aximum extent permitted by law. The Client acknowledges and accepts that any information on he Platform may be inaccurate, incomplete and/or not up to date.

    3. Cryptology shall not be liable for and gives no representation in connection with, the performance r profitability of the Purchase Orders which the Client enters into.

    4. The Client shall be responsible for ensuring that the use of the Platform by the Client from any ocation is fully in accordance with all applicable local laws and regulations.

11. Confidentiality

    1. Each Party hereby agrees to not disclose, and to otherwise keep confidential, the transactions ontemplated hereby, the existence or nature of any relationship between the Parties, the name of he other Party or the fact that the Parties engaged in any transaction, provided, however, that each arty may disclose professional advisers or to financial institutions providing services to a Party in onnection with any applicable anti-money laundering or compliance requirements. If either Party s required by law, rule or regulation, to disclose such information (the “Required Party”), the equired Party will, to the extent legally permissible, provide the other Party (the “Subject Party”) ith prompt written notice of such requirement so that such Subject Party may seek an ppropriate protective order or waive compliance with this clause. The Subject Party shall promptly espond to such request in writing by either authorizing the disclosure or advising of its election to eek such a protective order, or, if such Subject Party fails to respond promptly, such disclosure shall e deemed approved. The confidentiality obligations set forth herein shall survive the termination r expiration of these Terms.

12. Governing law and dispute resolution

    1. The Parties shall comply with all applicable laws, rules, regulations, and codes of practice in respect f all activities conducted under these Terms.

    2. These Terms are governed by and construed in all aspects in accordance with the Laws of ingapore.

    3. Any dispute arising out of or in connection with these Terms, including any question regarding its xistence, validity or termination, shall be referred to and finally resolved by arbitration administered y the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules f the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which ules are deemed to be incorporated by reference in this clause.

    4. The seat of Arbitration shall be Singapore; the Tribunal shall consist of 3 arbitrators, and the anguage of the arbitration shall be English.

13. Third party beneficiaries and assignment

    1. The terms and provisions of these Terms are intended solely for the benefit of each Party and their espective successors or permitted assigns, and it is not the intention of the Parties to confer hird-party beneficiary rights upon any other Person.

    2. Cryptology may assign all or any of its rights or transfer all or any of its rights, obligations, and iabilities under these Terms to any of its affiliates.

14. Severability

    1. In the event that any provision of these Terms shall be found by a court to be unreasonable or nenforceable or void, that part shall be severed and the remainder of these Terms shall be nforceable with such deletion or modification as may be necessary to make it effective. If any eriod is held to be unreasonable or unenforceable or void, that period shall be reduced and the emainder of these Terms shall be enforceable with such period as is found to be reasonable and alid in substitution for any period or periods contained in these Terms.

15. Force Majeure

    1. Neither Party shall be in breach of these Terms, nor liable for any failure or delay in performance of ts obligations under these Terms if such breach or failure is due to an event of Force Majeure. here either Party is prevented or delayed in the performance of any of its obligations under these erms by an event of Force Majeure it shall promptly give written notice to the other party giving etails of such event of Force Majeure and the extent and likely duration whereupon such bligations shall be suspended due to the event of Force Majeure.
    2. Any Party affected by an event of Force Majeure shall make every reasonable effort to minimize the ffects thereof and shall promptly resume performance as soon as reasonably possible after ermination of the event of Force Majeure.
    3. Where the period of non-performance in relation to any event of Force Majeure exceeds 60 days rom the date of the notice of such event of Force Majeure, either Party may by serving written otice on the other terminate these Terms with immediate effect.