THIS CLIENT AGREEMENT (the “Agreement”) is made by and between STIX OTC FZE, a company incorporated under the laws of Dubai, United Arab Emirates (hereinafter the “Company”), with license number [to be inserted] and having its registered office at EPO 18 SRT, Floor 26, Sheikh Rashid Tower, Dubai World Trade Centre, Dubai, United Arab Emirates, and you, the client, with your details and address being as submitted to us by you in the Account Opening Form (“Client”). The Company and the Client are individually referred to as “Party”, and collectively, “Parties”.
Throughout this Client Agreement, the terms "we", "us", and "our" refer to the Company, together with its employees, consultants, directors, successors, subsidiaries, affiliates and assignees. The terms "you" and "your" refer to the Client to whom the below-mentioned services shall be rendered.
You agree that this Agreement shall govern our Services (as defined hereinbelow) through the platform located at https://stix.co and app.stix.co (“Platform”). Please read these terms and conditions carefully before accepting this Agreement and using the Platform.
The Company is licensed and regulated by the Virtual Assets Regulatory Authority (“VARA”) to undertake the ‘Broker Dealer’ and ‘Advisory’ services as well as any other services that fall within the scope of the Company’s license from VARA (collectively referred to in this Agreement as the (“Services”). The Services are rendered in compliance with the applicable law, legislation and rules of the VARA, including, inter alia, the Virtual Assets and Related Activities Regulations 2023, and the accompanying rulebooks issued by the VARA (the “VARA Regulations”). In addition to all Applicable Laws, including but not limited to, consumer protection laws, compliance with the general requirement to act honestly, fairly and in the best interests of its Clients and the integrity of the market.
BY CLICKING “I AGREE” BELOW, YOU AGREE THAT: (A) THIS AGREEMENT SHALL BE THE AGREEMENT BETWEEN THE PARTIES; (B) YOU SHALL BE BOUND BY THIS AGREEMENT AND TO COMPLY WITH THE LAWS, REGULATIONS AND RULES OF ANY APPLICABLE GOVERNMENTAL OR REGULATORY AUTHORITY.
I Agree
BY CLICKING ON “I AGREE” BELOW, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME. PLEASE READ THIS AGREEMENT CAREFULLY AND MAKE SURE YOU UNDERSTAND IT FULLY BEFORE USING THE PLATFORM AND OUR SERVICE.
I Agree
BY CLICKING ON “I AGREE” BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ, AND UNDERSTOOD THE TERMS OF OUR PRIVACY POLICY .
I Agree
BY CLICKING ON “I AGREE” BELOW, YOU ACKNOWLEDGE THAT VIRTUAL ASSETS AND ANY CONTRACTS IN RELATION THERETO ARE PRONE TO CERTAIN RISKS. THE VALUE OF VIRTUAL ASSETS MAY INCREASE OR DECREASE, CAUSING SUBSTANTIAL RISK THAT YOU MAY LOSE MONEY BUYING, SELLING, HOLDING, OR INVESTING IN VIRTUAL ASSETS. YOU ACKNOWLEDGE THAT YOU HAVE READ OUR RISK DISCLOSURE STATEMENT BEFORE ENTERING INTO THIS AGREEMENT. ALSO, WHERE YOU ACQUIRE THE RIGHTS TO RECEIVE A VIRTUAL ASSET IN THE FUTURE, IT IS POSSIBLE THAT SUCH VIRTUAL ASSET MAY NOT BE GENERATED OR THE UTILITIES OR FUNCTIONALITIES OF SUCH VIRTUAL ASSET MAY VARY FROM ITS ORIGINAL DESCRIPTION.
I Agree
BY CLICKING ON “I AGREE” BELOW, YOU AGREE AND ACKNOWLEDGE THAT THIS AGREEMENT AND THE FOLLOWING DOCUMENTS (AS MAY BE AMENDED FROM TIME TO TIME AND PUBLISHED ON OUR PLATFORM), ARE INCORPORATED BY REFERENCE INTO THIS AGREEMENT AND FORM PART OF YOUR CONTRACTUAL RELATIONSHIP WITH US:
a. TERMS AND CONDITION FOR USE OF PLATFORM;
b. PRIVACY POLICY;
c. RISK DISCLOSURE STATEMENT;
d. PUBLIC DISCLOSURES.
BY REQUESTING FOR OUR SERVICES, YOU ARE CONSENTING TO THE TERMS AND CONDITIONS OF ALL THE ABOVE MENTIONED DOCUMENTS WHICH FORM PART OF THIS AGREEMENT.
THIS AGREEMENT SHALL BE EFFECTIVE FROM THE DATE ON WHICH THE COMPANY HAS COMPLETED ONBOARDING YOU AS A CLIENT AND YOUR ACCOUNT IS REGISTERED.
I Agree
1.1. Any capitalised terms not defined in this Agreement have the same meaning ascribed to them in the VARA Regulations.
1.2. All references to singular shall include plural and vice versa and the word “includes” shall be construed as “without limitation”.
1.3. Any reference to:
a. “clauses” are to the clauses of this Agreement (unless the context otherwise requires);
b. “person” shall include an individual, corporation, company, partnership, firm, trustee, trust, executor, administrator or other legal personal representative, unincorporated association, joint venture, syndicate or other business enterprise, any governmental, administrative or regulatory authority or agency (notwithstanding that “person” may be sometimes used herein in conjunction with some of such words), and their respective successors, legal personal representatives and assigns, as the case may be, and pronouns shall have a similarly extended meaning; and
c. "written" and "in writing" include any means of visible reproduction (including, for the avoidance of doubt, by way of electronic mail.
1.4. Reference to any statute, ordinance or other law includes all regulations and other instruments and all consolidations, amendments, re-enactments or replacements for the time being in force.
1.5. All headings, bold typing and italics (if any) have been inserted for convenience of reference only and do not define, limit or affect the meaning or interpretation of the terms of this Agreement.
2.1. In this Agreement, the following terms shall have the meaning ascribed below:
| Term | Meaning |
|---|---|
| Accepted Interest | Means an Expression of Interest which is transmitted to the Seller by the Company and results in the Seller’s expression of interest to negotiate for a formal sale agreement. |
| Advisory Services | Means the services rendered by the Company in accordance with Clause 4.3 hereof. |
| AML/CFT Laws | Means anti-money laundering and combating terrorism financing laws of all applicable jurisdictions and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency or international body. |
| Applicable Laws | Means, with respect to any person, any and all applicable treaties, statutes, legislations, laws, regulations, ordinances, codes, rules, rulings, judgments, orders, awards, or any form of decisions, determinations or requirements of or made or issued by, any governmental, statutory, regulatory or supervisory bodies or any court or tribunal with competent jurisdiction, whether in the United Arab Emirates or elsewhere, as amended, modified or replaced from time to time, and to which such person is subject. |
| Broker Dealer Services | Means the services rendered by the Company in accordance with Clause 4.2 hereof. |
| Business Day | Means a day (other than a Saturday, Sunday or public holiday) on which commercial banks are open for business in Dubai, UAE. |
| Buyer | Means a Client who submits an Expression of Interest to buy a Product which is featured on the Platform. |
| Confidential Information | Means any information which is proprietary and confidential to either Party including but not limited to each Offer, each Accepted Interest, information concerning or relating in any way whatsoever to the Company’s arrangements, principals, any of the trade secrets or confidential operations, processes or inventions carried on or used by the Company, any information concerning the organisation, business, finances, transactions, investments or affairs of the Company, the Company’s dealings, secret or confidential information which relates to its business or any of its transactions or affairs, financial statements or information, any information therein in respect of trade secrets and information and material which is either marked confidential or is by its nature intended to be exclusively for the knowledge of the recipient alone. |
| Encumbrance | Means any mortgage, assignment of receivables, debenture, lien, hypothecation, charge, pledge, title retention, right to acquire, security interest, option, pre-emptive or other similar right, right of first refusal, restriction, third-party right or interest, any other encumbrance, condition or security interest whatsoever or any other type of preferential arrangement having similar effect. |
| Expression of Interest | Means an indication of interest made by a Buyer on the Platform to buy the Product. |
| Issuer | Means an issuer of new Virtual Asset or a Virtual Token. |
| Offer | Means an Expression of Interest or a Sell Offer for a Product. |
| Platform | Means a digital interface, encompassing websites, applications, or software, through which the Services are conducted or facilitated, and can be located at https://stix.co and app.stix.co. |
| Product | Means: (a) Virtual Assets that are made available for subscription or purchase through the Platform or (b) contractual instruments that give the holders entitlement to Virtual Tokens or Virtual Assets (such as Simple Agreement for Future Tokens (“SAFTs”) or Token Purchase Agreements (“TPAs”). |
| Relevant Price | Means the final price agreed between the Buyer and the Seller for the sale of the Product by the Seller to the Buyer. |
| Sell Offer | Means an Offer by a Seller to sell the Product. |
| Seller | Means a Client who is seeking to sell a Product. |
| Services | Means collectively the Broker Dealer Services and Advisory Services. |
| Purchase Amount | Means the total price in fiat currency to be paid by the Buyer for the purchase of the Product. |
| Virtual Assets | Means a digital representation of value that may be digitally traded, transferred, or used as an exchange or payment tool, or for investment purposes. This includes Virtual Tokens, and any digital representation of any other value as determined by the VARA. |
| Virtual Tokens | Mean a digital representation of a set of rights that can be digitally offered and traded through the Platform. |
3.1. The Company forms part of a group of companies. The Company group currently includes: Socratix Holdings Limited, STIX Global LLC, Secondary Global Inc (Collectively, the "Group"). All entities within the Group are wholly owned by Socratix Holdings Limited and Socratix Holdings Limited acts as the parent entity for the Group.
3.2. The Company provides ‘Broker-Dealer’ services and ‘Advisory’ services, in and from the Emirate of Dubai to Clients who can be categorized as ‘Qualified Investors’ and ‘Institutional Investors’ under VARA Regulations.
3.3. The Services under this Agreement shall be rendered to the Clients through the Platform. The access to the Platform is controlled. A Client shall be provided access to the Platform only after the Client has been onboarded in the manner set out in this Agreement.
3.4. To access the Services, the Client will be required to create an account (“Account”) on the Platform.
3.5. The Client understands that the Company acts as an intermediary between the Buyer and Seller of the Products.
3.6. A Client may, subject to Applicable Laws, have the option to: (a) peruse through the various Products featured on the Platform; or (b) enlist any Products available with the Client for sale.
4.1. Company provides the Broker Dealer Services and Advisory Services in accordance with Clauses 4.2 and 4.3 hereof and in compliance with the VARA Regulations. The current and planned Products and virtual assets the Company intends to support on its Platform are listed in Schedule IV hereto.
4.2. Broker Dealer Services:
(a) The Company facilitates introductions between Buyers and Sellers of Products which introduction would facilitate or ‘bring about’ transactions between Buyers and Sellers directly. To clarify further, the Company will not make arrangements with a view to another person, whether as principal or agent to buy, sell, subscribe to the Products.
(b) The Broker-Dealer Services may not result in an actual sale or purchase of the Product(s), in whole or in part.
(c) Through the Broker-Dealer Services, the Company shall only act as a means of communication between the Sellers and Buyers. The placing of an Offer through the Platform, does not result in a binding transaction for buying or selling, unless a separate sale or purchase agreement is concluded directly between the Seller and the Buyer.
(d) The Platform is not a secondary trading market. The Seller acknowledges that the Product listing is made available to only the Clients of the Platform.
e. On the Platform, the Broker Dealer Services, will be undertaken as specified in Schedule I of this Platform.
4.3. Advisory Services
(a) The Company shall, at the Client’s request, provide the following services as an advisor under VARA Regulations through the Platform:
(i) The Company provides analytics and proprietary insights and research to its Clients;
(ii) At the request of the Client and in such event only, the Company may advise on one or more actions or transactions where the Company:
(A) advises the Client on the merits of the buying and the selling a particular Product;
(B) Provide statements, opinions, reports, research and other information of markets, companies, prices etc.
(b) The Company may provide Advisory Services only in relation to specific Products, as deemed suitable by Company from time to time. The Company is therefore not able to guarantee that the Client will receive advice on all Products listed on the Platform or identified by the Client on their initiative. The Company will not provide any Advisory services beyond introducing the buyer and seller. For the purposes of Clarity, the Company will not negotiate on behalf of any buyers or sellers. The Client is, at all times, expected and required to read the transaction documents, offer documents and any other relevant documentation related to the Product carefully and make an informed and independent investment decision.
(c) The Company shall only provide advice which does not contain statements, promises, forecasts or other types of information which they know or suspect to be misleading, false or deceptive or which they should have reasonably known to be misleading, false or deceptive at the time of making such statement, promise or forecast. Prior to provide any advice, the Company has used its best efforts to verify the accuracy and reliability of any factual information.
(d) Each Client shall be required to complete a suitability questionnaire at the time of Account creation. When rendering Advisory Services, the Company shall act in good faith and provide advice which is suitable for, and in the best interest of, the Client. While rendering Advisory Services, the Company shall consider the following factors at a minimum in respect of each Client:
(i) knowledge and experience in investing in the Products;
(ii) investment objectives including, but not limited to, risk tolerance, the suitability of the investment, and venues through which Clients can acquire the Products; and
(iii) financial circumstances including, but not limited to, their ability to bear sudden and significant losses or the proportion of their net worth which is invested in the Products.
4.4. Additional Information on The Services
(a) The Company reserves the right to add, modify, amend or otherwise change the Services, in whole or in part, and if it does so, the Company will provide the Client adequate notice of such change.
(b) The Company will list the Products on the Platform at https://stix.co and app.stix.co. If, due to any factors, any previously supported Product is no longer supported, we will assess the impact of such change as soon as possible and notify the Client of all measures adopted by us to reduce any losses.
5.1. In order to avail the Services from the Company, the Client is required to register an Account on the landing page. For the purposes of opening an Account, we will require you to provide us your Personal Data, such as your first and last name and email address. You will be asked to create a password to gain access to the Platform. After entering this information, an OTP will be sent to your email address. Upon verifying your email address, you will be directed to complete the onboarding questionnaire and submit such supporting documentation, as may be deemed necessary. You will also have the option to complete a User Preferences questionnaire that will help us personalize your experience on the Platform, should you choose to submit the same.
5.2. The Client acknowledges that the Company shall accept the Client as its customer only after the Client satisfactorily clears all the verifications required by the Company, including any verifications required under the AML/CFT Laws such as KYC and KYB verifications. In addition to the initial verifications undertaken by the Company, the Client may be subject to periodic due diligence and verification by the Company to ensure its ongoing compliance with any AML/CFT Laws. The Client shall immediately inform the Company if there are any changes in the information or documentation provided by the Client to the Company.
5.3. The Client acknowledges that Company has the right to refuse the provision of any Services to the Client until the Client has provided all information and documentation necessary to complete all the required Know Your Customer (“KYC”), Know Your Business (“KYB”) and any other requirements of Company. The Client undertakes to provide all information, particulars and documentation promptly.
5.4. The Company may at any time, refuse, restrict or limit the Services made available to the Client or decide to terminate this Agreement and close the Account in the event the Client is found to have provided incorrect, incomplete, inaccurate, or false information to the Company. Furthermore, if at any time, the Client refuses to provide such required information, the Company reserves the right to: (i) refuse opening an Account; or (ii) close an existing Account; or (iii) otherwise limit or restrict the access to the Account.
5.5. UPON COMPLETION OF THE ONBOARDING, COMPANY WILL REGISTER THE ACCOUNT FOR YOU. THIS AGREEMENT SHALL BE EFFECTIVE FROM THE DATE ON WHICH THE COMPANY HAS COMPLETED ONBOARDING YOU AS A CLIENT AND YOUR ACCOUNT IS REGISTERED.
5.6. The Client represents and warrants that:
(a) the Company has not previously suspended or terminated the Client’s Account on the Platform or otherwise terminated the Client’s Account for any default by the Client;
(b) the Client has had the opportunity to seek legal, accounting, taxation, or other professional advice regarding investing in Virtual Assets;
(c) neither the Client, nor its beneficial owners, directors or key personnel are located in, or are a resident of any state, country, territory, or other jurisdiction where use of the Services may be restricted or prohibited under law;
(d) neither the Client, nor its beneficial owners, directors or key personnel have been named on any sanctions list or are otherwise subject to any sanctions;
(e) neither the Client, nor any of its beneficial owners or officers have been convicted of an offence involving any crime or financial impropriety; and
(f) the Client has the full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which the Client is a party.
5.7. The Client warrants that the Client shall:
(a) not use the Platform or the Services for any purpose other than for which they are intended; or
(b) not use the Platform or the Services in breach of any Applicable Laws or in violation of this Agreement; and
c. ensure that it remains compliant with the Company’s eligibility criteria, as notified from time to time.
5.8. When using the Account, the Client must:
(a) take all reasonable steps to keep its Account log-in details safe at all times and never disclose the password and log-in credentials to anyone;
(b) inform the Company, if the Client has had any indication or suspicion that the log-in details, password or other security features relating to Account are lost, stolen, misappropriated, used without authorization or otherwise compromised and wherever possible immediately change the password of the Account; and
(c) change the password, on a regular basis and particularly when the Client suspects that a third party has become aware of the Client’s log-in details.
5.9. Access to the Platform is provided on an “as-is” basis. The Company makes no warranties, express or implied representations or guarantees as to the merchantability and/or fitness for any particular purpose or otherwise with respect to the Platform, the Products, their content or any documentation.
5.10. When you create the Account, you agree to: (i) create a strong password that you do not use for any other website or online service; (ii) maintain the security of your Account by protecting your password and restricting access to your Account; (iii) promptly notify us if you discover or otherwise suspect any security breaches related to your Account; and (iv) take responsibility for all activities that occur under your Account and accept all risks of any authorized or unauthorized access to your Account, to the maximum extent permitted by law.
5.11. You must, at all times, observe the security measures required that may be needed to prevent unauthorized use or fraud. You must comply with all instructions that we may give you from time-to-time in relation to the operation of the Platform or your Account and adopt security arrangements in connection with the same. You agree that you shall not exploit the Platform in any unauthorized way whatsoever, including but not limited to trespass, or materially burden the network capacity of the Company.
5.12. The Client shall not use: (i) the Platform for any illegal or immoral purpose; (ii) interfere with another user’s access to or use of any the Services; or (iii) do anything that may directly or indirectly result in violation of any Applicable Laws such as laws governing intellectual property and other proprietary rights, data protection and privacy or AML/CFT Laws.
5.13. You agree to co-operate fully with us, the supervisory authorities and any relevant law enforcement agency in relation to any investigation into any actual or suspected misuse of your security details, including your security measures. You will provide any and all relevant information to assist in any such investigation if requested to do so by us or by law enforcement bodies.
5.14. The Client may face technical difficulties including failures, delays, or malfunction including any disruption, failure or malfunction, software erosion or hardware damage, which could be the result of hardware, software or communication link inadequacies or other causes. The Client understands that such difficulties may cause the Products to not be featured or result in a failure to transmit the Sale Offer, an Expression of Interest or an Accepted Interest. The Company shall not be liable to the Client for any losses arising from any such technical errors or difficulties.
5.15. Except where the loss is incurred due to the default of the Company, neither the Company nor any of its representatives shall be liable for any loss that might occur as a result of or arising out of using, accessing, installing, maintaining, modifying, de-activating, or attempting to access the Platform.
6.1. During the Account opening process and prior to allowing the Client to avail the Services, the Company undertakes a client classification assessment on the Client, based on the particulars and information provided by the Client to the Company. Based on our assessment, the Client shall either be classified as a Qualified Investor or Institutional Investor (as stipulated under the VARA Regulations). This classification has been confirmed by the Client in the onboarding questionnaire completed by the Client.
6.2. The Client agrees that:
(a) the Client shall promptly notify Company of any changes that may affect the Client’s classification as a Qualified Investor or Institutional Investor;
(b) the Company may, at its option, seek any information from the Client to reconfirm that the Client’s classification has not changed; and
(c) should the Company become aware of any circumstances warranting a re-classification of the Client as a Retail Client, it retains the option to immediately cease providing the Services to the Client and restrict the Client’s access in any way to the Platform.
6.3. The Client acknowledges and accepts full responsibility for any particulars or information provided at any time to the Company, proven to be inaccurate, incorrect, untrue or incomplete. The Company is authorized to contact any source of information, or any person or entity nominated by the Client as a reference in order to verify the accuracy and correctness of the particulars and information provided by the Client to the Company.
7.1. The Client hereby agrees that the Client is responsible for making its own independent appraisal and investigations into the risks of any Product.
7.2. The Client hereby represents and warrants that the Client has sufficient knowledge, experience, market sophistication and professional knowledge to make their own legal and business evaluation of the merits and risks of any Product in question.
7.3. When making an Expression of Interest and/or Sell Offer, the Client should consider the risk inherent in the Products including those relating to credit, market, liquidity, interest rate, insolvency, foreign exchange, contingent liabilities, execution venue, legal, technology, counterparty and tax issues.
7.4. The Company recommends that the Client seeks specific advice from an independent advisor to ensure the suitability of any particular recommendation or advice.
8.1. The Company’s responsibilities in relation to its Broker Dealer Services:
(a) The provision of any Broker Dealer services pursuant to this Agreement shall always be subject to Applicable Laws. In addition to all Applicable Laws, including but not limited to, consumer protection laws, compliance with the general requirement to act honestly, fairly and in the best interests of its Clients and the integrity of the market.
(b) The Company shall maintain records of all such documents and Offers, as necessary.
(c) The Company shall display a key information document for the Product, on the web-page featuring the Product, as provided in Schedule II.
(d) The Company will not be responsible for any losses suffered by the Client as a result of the Accepted Interest, Sell Offers, Expression of Interest and other indications of interest in respect of any Product (including, without limitation, losses arising from delays, losses, errors, mutilation, duplication or similar occurrences in the transmission of Offers).
(e) The Company will take all reasonable steps to ensure that it complies with all Applicable Laws.
8.2. The Company’s responsibilities in relation to its Advisory Services
(a) The provision of any Advisory services pursuant to this Agreement shall always be subject to Applicable Laws. In addition to all Applicable Laws, including but not limited to, consumer protection laws, compliance with the general requirement to act honestly, fairly and in the best interests of its Clients and the integrity of the market. For the avoidance of doubt, the Company shall retain discretion as to the Virtual Assets or Products on which the Company will offer Advisory Services.
(b) The Company will not have any discretion to make investment and/or transaction decisions on the Client’s behalf. The Company will only act in line with the Client’s specific instructions which must be provided to the Company in accordance with the terms of this Agreement. The Client is solely responsible for the manner in which the Client utilizes any information or advice provided by Company pursuant to this Agreement.
(c) The Company may provide the Client with research prepared by third party service providers if the Company is reasonably satisfied that the third-party service provider has the necessary qualification, experience and understanding of the Products. However, the Client agrees that Company does not make any representations as to the accuracy and completeness of any such research and/or other information and that the accuracy and completeness thereof are not endorsed or guaranteed by Company.
(d) While providing Advisory Services, the Company shall eliminate any conscious bias, and take all reasonable steps to eliminate any non-conscious bias, in order to prevent discrimination between Sellers and Buyers on any grounds which is not in the best interests of a Client receiving advice.
(e) Company accepts no responsibility and shall have no liability whatsoever to the Client:
(i) with regard to any investment whether or not in respect of which it has provided information to the Client; or
(ii) for losses, including lost profits, suffered or incurred by the Client as a result of or in connection with any investment or any other transaction or instruction made or omitted to be made by the Client on the basis of any information provided by Company as contemplated by this Agreement.
(f) The Client is solely responsible for reading and understanding the terms of any transaction the Client applies to undertake (including as to the Client’s eligibility to undertake such transaction, risks, applicable fees and charges, and tax consequences of such investments, if any).
9.1. During the provision of the Services, the Company shall not hold, safeguard or control, or otherwise facilitate or arrange for the custody of any fiat currencies, Virtual Assets or Products of a Client.
10.1. Details of the fees and charges payable to Company for rendering the Services to the Client are as listed within Schedule of Charges (included as Schedule III to this Agreement). The Schedule of Charges may be amended from time to time by Company.
10.2. The Client bears sole responsibility for any taxes as a result of the matters and transactions that are the subject of this Agreement, Accepted Interests, and any future acquisition, ownership, use, sale or other disposition of any Virtual Assets pursuant to any Accepted Interest. The Client agrees to indemnify, defend and hold the Company and any of its affiliates, employees, officers or agents (including developers, auditors, contractors or founders) harmless on an after-tax basis for any claim, liability, assessment or penalty with respect to any taxes associated with or arising from any Accepted Interest.
10.3. The Client is also liable for all costs, fees, charges, expenses, levies, taxes and duties arising from or in relation to the Services provided to the Client under these terms and conditions by Company and/or any third-party service provider appointed in connection with the same.
11.1. The Company’s Services are provided to Client on a non-exclusive basis.
11.2. The Company receives a fee from the Seller of the Products in case of a sale of the Products. More detailed information in relation to the commission will be provided upon request.
11.3. The Company may use third party entities to market and promote the Platform and for such services, such third parties may be paid commissions or other remuneration based on the customers or Clients referred by such third-party entities.
11.4. Where the Client is a Buyer, the Client agrees and understand that the Company may only transmit to the Seller only such Expression of Interest, that meets the requirements of the Seller, stipulated in the listing questionnaire. Such action by Company may disadvantage the Client, though it is required to meet the Seller’s requirements.
12.1. If the Client is dissatisfied with the Company’s Services, the Client may file a complaint. Client complaints in connection with the Services by the Company are handled fairly and promptly in accordance with the complaints handling procedures as detailed in the Complaints Handling Policy available on our website https://stix.co.
12.2. To make a complaint, please send the complaint in writing to legal@stix.co.
13.1. Upon execution of this Agreement and during the term thereof, the Client represents and warrants to Company that:
(a). in case the Client is an individual, he/she has reached the age of 21 and not subject to a bankruptcy order in any jurisdiction;
(b). in case the Client is an entity, it is duly organized and validly existing and in good standing under the laws of its place of incorporation, and no proceedings have been commenced or are pending for the bankruptcy, winding up, liquidation or reorganisation of the Client and the Client is not insolvent;
(c). all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order to: (i) enable the Client to lawfully enter into, exercise its rights and perform or comply with its obligations under, this Agreement and any other agreements to be executed by it hereunder and to consummate the transactions contemplated hereby and thereby; and (ii) ensure that those obligations are legally binding and enforceable have been taken, fulfilled and done;
(d). the Client has fully complied with all Applicable Laws in connection with the source of the Purchase Amount used or to be used for the settlement of any Accepted Interest, and the Client will not, by reason of acceptance and receipt of such proceeds, be in breach of any Applicable Laws of any relevant jurisdiction, including but not limited to AML/CFT Laws;
(e). the Client has noted the client classification assigned to it and understands the consequences of the qualification as a Qualified and Institutional Investor. The Client will inform the Company if there are any changes that may impact this classification;
(f). the Client has read these terms and conditions and all disclosures (including all risk disclosures), and it is aware of and understand the risks inherent in making investments into Virtual Assets including any financial risks;
(g). no event of default or any event which may become (with the passage of time, the giving of notice, the making of any determination or any combination of the above) an event of default has occurred and is continuing with respect to the Client;
(h). any information which the Client provides or has provided to the Company with respect to its financial position or other matters is accurate and not misleading in any material respect;
(i). neither the Client and if the Client is a corporate entity, any of the Client’s shareholders, ultimate beneficial owners, directors or key management personnel have been convicted of any crimes (in any jurisdiction) and there are no criminal lawsuits or other litigation, actions, administrative or other proceedings or governmental investigations of a criminal nature pending or threatened against or relating to the Client or its properties or business;
(j). neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, does or will violate any statute, regulation, rule, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which the Client is subject or conflict with, violate or constitute a default under any agreement, debt or other instrument to which the Client is a party;
(k). the Client is the legal and beneficial owner of the Account(s), and the Account(s) is owned and operated solely for the benefit of the Client, and no person, other than the Client, has any right, title or interest in the Account(s);
(l). with respect to any Product to be sold or transferred by the Client, the Client is the lawful owner of such Product with good and marketable title thereto, and the Client has the absolute right to sell, assign, convey, transfer and deliver the Product and such Products are free and clear of any and all Encumbrances;
(m). all funds used by the Client to pay the Company, or the amount paid by a Client who is a Buyer, is in compliance with any Applicable Law (including the laws of the Client’s principal place of residence or domicile, if different);
(n). this Agreement and the obligations created under them both are binding upon the Client and enforceable against the Client in accordance with their terms (subject to applicable regulations) and do not and will not violate the terms of any regulation, order, charge or agreement by which the Client is bound; and
(o). no event of default or any event which may become (with the passage of time, the giving of notice, the making of any determination or any combination of the above) an event of default has occurred and is continuing with respect to the Client.
13.2. As on the date of this Agreement, Company hereby represents and warrants to the Client that:
(a). It is duly organized and validly existing and in good standing under the laws of its place of incorporation;
(b). It has full power and authority to execute and deliver and perform all of its obligations under this Agreement and any other agreements to be executed by it hereunder and to consummate the transactions contemplated hereby; and
(c). No proceedings have been commenced or are pending for the bankruptcy, winding up, liquidation or re-organisation of Company have been initiated.
14.1. The Client covenants to Company that the Client will:
(a). at all times obtain and comply, and do all that is necessary to maintain in full force and effect, all authority, powers, consents, licences and authorizations referred to in this Clause;
(b). use all reasonable steps to comply with all Applicable Laws in relation to this Agreement and any transactions;
(c). upon demand, provide the Company with such information as the Company may reasonably require, to evidence the matters referred to in this Clause or elsewhere in this Agreement or to comply with any Applicable Laws; and
(d). not give instructions or Offers or otherwise take any action that could constitute market abuse or otherwise amount to a breach of any Applicable Laws.
15.1. General exclusion: Neither Company, its affiliates, or their directors, officers, employees, or agents shall be liable for any losses, claims, damages, costs or expenses, whether arising out of negligence, breach of contract, misrepresentation or otherwise, incurred or suffered by the Client under this Agreement unless such loss is a reasonably foreseeable consequence or arises directly from Company or its employees’ respective gross negligence, willful default or fraud. In no circumstance shall the Company’s liability include losses suffered by the Client or any third party for any special damage, or loss of profits or loss of goodwill or loss of business opportunity arising under or in connection with this Agreement, whether arising out of negligence, breach of contract, misrepresentation or otherwise.
15.2. Tax implications: The Company will not provide any advice to the Client regarding tax implications of investments in particular or the Client’s tax liabilities in general. We recommend that the Client consult a local tax specialist regarding all tax matters.
15.3. Changes in the market: Without limitation, the Company does not accept any liability by reason of any delay or change in market conditions before any particular transaction is executed.
15.4. Force majeure: In this Agreement, “force majeure” shall mean any cause preventing either party from performing any or all of its obligations which arise from or are attributable to either acts, events or omissions or accidents beyond the reasonable control of the party so prevented, including but without limitation any breakdown, malfunction or failure of transmission, act of God, war, terrorism, malicious damage, civil commotion, communication or computer facilities, industrial action, acts and regulations of any governmental or supra national bodies or authorities or the failure of any relevant intermediate broker, agent or principal. There will no obligation on the Company to perform any of their obligations under this Agreement on the occurrence of a force majeure event or while a force majeure event is continuing. The Company shall use all reasonable endeavours to bring the force majeure event to a close or to find a solution by which the Agreement may be performed despite the continuance of a force majeure circumstance and/or shall take all reasonable steps to resume performance as soon as is reasonably possible following the cessation of a force majeure event. In any event, the Company shall not be liable to the Client for any delayed, partial or non-performance of the Company’s obligations hereunder by reason of force majeure.
16.1. The Client shall defend, indemnify, and hold harmless the Company and the Company’s subsidiaries, affiliates, officers, directors, agents, employees, representatives, successors and assigns (collectively, “Company Indemnified Parties”), without limit, from and against any and all actions, claims, suits, demands, judgments, losses, costs, expenses, regulatory fines and/or damages, including attorney’s fees, for or arising out of: (a) any breach by the Client of the terms and conditions under this Agreement; and/or (b) any third party claims arising out of any breach by the Client of the terms and conditions under this Agreement; and/or (c) failure to comply with any Applicable Laws.
16.2. The Client will indemnify and hold harmless the Company Indemnified Parties from all costs, expenses, damages, losses, including lost profits arising out of or in connection with anything done or omitted pursuant to any instructions given by the Client (whether by email, fax, letter, telephone or otherwise).
17.1. The Client agrees, understands and acknowledges the following:
(a). In the event the Product is related to a new issuance, the Client confirms that it has complied with the Virtual Assets Issuance Rulebook when placing or distributing a Virtual Asset;
(b). The Company may request the Client to provide documentation confirming the Products or the source of the funds used to procure the Products. The Company shall have the right to reject a Product if the Company is not duly satisfied as to the legality of the source of funds used to procure the Product;
(c). The Client shall be responsible for the security of the Account and any wallets where the Client may receive the Products or any bank accounts where the Client may receive any Purchase Amount;
(d). The Company’s responsibility shall be deemed fulfilled when the Client notifies to Company that the Product or the Purchase Amount has been received by the Client;
(e). The Company shall not be responsible if the Client provides any wrong wallet address or bank account number to the relevant counterparty;
(f). The Company shall not be responsible if the bank account has refused any transfer from a counterparty or a Client’s bank account is frozen;
(g). the Product to be delivered to the Client is at the sole risk of the Client and no representation or warranty is made in respect of the Products, digital asset networks or the Virtual Assets;
(h). the purchase or sale of Virtual Assets involve significant risks, all of which the Client fully and completely acknowledges and assumes, including, but not limited to, the risk that the sale or purchase of digital asset may decrease in value over time and/or lose all monetary value;
(i). all risk of unauthorised instructions, forgery, fraud, misunderstandings, errors and operation failure shall lie solely with the Client; and
(j). The Client is solely responsible for any decision to enter into a transaction subject to this Agreement, including the evaluation of any and all risks related to any such transaction the Offer and the Accepted Interest.
17.2. The Services are not directed at or to be distributed to any persons domiciled in any jurisdiction where all or part of the Services may be illegal or otherwise prohibited or restricted by the laws, regulations, rules of a country or territory or by the order or decision of a governmental, regulatory or judicial authority. The Client is responsible for compliance with Applicable Laws within the Client’s jurisdiction and/or any jurisdiction from which the Client accesses the Platform and/or Services.
17.3. The Client shall not use or access the Platform and/or the Services if:
(a). accessing the Platform and/or Services is illegal or is otherwise prohibited or restricted under the Applicable Laws in the Client's country (whether the Client is a citizen, a resident or a tax resident) and/or any jurisdiction from which the Client accesses the Platform and/or Services; or
(b). investment into Virtual Assets or Products would be considered as an investment into securities in the Client's country (whether the Client is a citizen, a resident or a tax resident) and/or any jurisdiction from which the Client accesses the Platform and/or Services.
18.1. You agree to accept all communications from us via email. If we send an email to the email address on record for the Client, you agree and understand that this constitutes notice from us to you. If you email us, this constitutes notice from you to us. For all notices made by email, the date of receipt is considered to be the date of transmission.
18.2. Communication Channels: For the purposes of an Offer, the listing and placing of the Offer through the Platform shall be a valid communication.
18.3. The Company may notify the Client through its website, by placing a general notice on its website and/or mobile application. Such notice or communication shall be deemed to have been given and received on the day such notice or communication has been posted on the Company’s website, and if such post is made on a public holiday, then on the next working day.
18.4. The Client hereby specifically authorizes the Company to act on telephone, fax and other electronic instructions through the Platform, from the Client and specifically indemnifies the Company for carrying out telephone, fax and/or other electronic instructions. The Company reserves the right not to act on any telephone, fax or electronic instructions in its sole discretion.
18.5. The Company will treat as genuine and process any communications that the Company believes in good faith to have been issued by the Client (or the Client’s authorized representatives) and the Company will not be obliged to confirm or verify the authenticity of the communication.
18.6. Where the Company receives instructions or purported instructions by letter, electronic communication or any other method acceptable to it, the Company may without further enquiry as to the identity or authority of the person giving any such instructions or the authenticity of the communication treat the instruction as fully authorized by and binding on the Client.
18.7. The Company will provide the Client with periodic statements where it is required to do so in accordance with the VARA Regulations. The frequency and content of the periodic statements will be disclosed upon request, as applicable.
19.1. This Agreement may be terminated by the Company in whole or in part, for any reason, by giving the Client not less than 30 days’ prior written notice (which may be communicated via electronic mail). We will serve to notice to your most recently updated email address.
19.2. This Agreement may be immediately terminated, in whole or in part, by notice given to the Client via electronic mail, by the Company in case of any of the following circumstances:
(a). if you are in breach of the terms of this Agreement (including Clauses 13.1, 14 or 17 of this Agreement) or any other instruction or communication provided to you by the Company;
(b). if you fail to pay the charges or any other fees, costs, expenses or other monies due to Company at the time at which such monies become due and payable;
(c). if Company receives written confirmation of your dissolution or winding up or you become bankrupt, insolvent or are subject to any analogous insolvency procedure in any relevant jurisdiction;
(d). if you are unable to pay your debts as they become due, or make a general assignment or composition with or for the benefit of creditors, or become the subject of insolvency, bankruptcy or similar proceedings, or a petition is presented for your winding-up or liquidation or an administrator or liquidator is appointed over all or substantially all of your assets;
(e). if the Company receives an order from a court or other regulatory authority to terminate this Agreement;
(f). if you are dissolved, or, if your capacity or existence is dependent upon a record in a formal register, such registration is removed or ends, or any procedure is commenced seeking or proposing your dissolution, removal from such a register or ending of such registration;
(g). if the Company believes that funds used by you to make payment to the Company or to make an investment have been obtained through unlawful means or that such funds are being used to effect suspicious transactions or if the Company believes that you are otherwise in violation of any AML/CFT laws;
(h). if you do not, upon request by Company, provide the Company with any information or documents relating to you and/or your Account;
(i). if the Company deems that the continuing to provide Services to the Client poses a reputational, regulatory, operational, or any other risk to Company;
(j). if the Company believes that you may be in breach of any Applicable Laws;
(k). if you have been found to have provided incorrect, incomplete, inaccurate or false information to the Company;
(l). you have seriously or persistently breached this Agreement, or we have a reason to believe that you have used, or intend to use the Platform or the Account for fraudulent or other unlawful purposes; or
(n). if, despite reasonable attempts by the Company to communicate with you using your address or any other contact details on record, the Company has been unsuccessful.
19.3. Consequences of Termination.
(a). Following termination of this Agreement, the Company shall determine whether to complete any outstanding transactions or obligations. For the avoidance of doubt, you agree that you shall be responsible for the payment of any costs, fees, charges, expenses, levies, taxes and duties incurred by the Company, in relation to any such outstanding transactions at the time of termination. Any outstanding fees, costs and expenses incurred by the Company at the time of termination or resulting from such termination shall become due and payable by the Client immediately upon termination.
(b). Any Offers of the Client at the time of the termination of this Agreement shall be cancelled automatically without the need for any further notice to you.
(c). Clauses 15.1, 16,18.1, 21 and 29 shall survive termination of this Agreement.
20.1. Our usual business hours in Dubai are 9am – 5pm on a Business Day. We are not obliged to respond to any queries or instructions outside our usual business hours and we will deal with the Client’s instructions outside of business hours on the next day that is a working day in Dubai.
21.1. Any information of a confidential nature that the Client provides to Company (whether obtained in the course of providing services under these terms and conditions or otherwise) will be held in strict confidence by the Company. The Company shall take all steps reasonably necessary to preserve the confidentiality thereof, unless the Company is bound to disclose such confidential information under Applicable Law or by request of regulatory bodies.
21.2. The Client agrees to keep confidential, and not to disclose to any person or otherwise make use of, any information concerning the Client’s transactions, including any agreed fee arrangements, commissions paid, investment strategies etc. unless the Client is otherwise bound to disclose such confidential information under Applicable Laws, or by request of regulatory bodies or to the Client’s professional advisors.
22.1. The Company may collect, use and store the personal information which the Client provides from time to time including Personal Data within the meaning given to the terms in the Federal Decree-Law No. 45 of 2021 on Personal Data Protection and the data protection-oriented provisions present in the Consumer Protection Standards issued by the Central Bank of the UAE and the VARA Regulations (“Data Protection Regulations”). Personal Data may include information provided for the purpose of compliance with AML/CFT Laws and information deriving from transactions that the Client carries out on the Platform.
22.2. In particular, the Company may use the Personal Data that it collects: a) to and open the Account and enable related trading arrangements; b) to supply the Services; c) to meet the Company’s obligations under the VARA Regulations, the Data Protection Regulations, and other Applicable Laws; d) for client service, analysis and market research purposes; e) to undertake reference checks or for the purposes of legal proceedings; and/or f) for general account administration purposes.
22.3. The Client agrees that the Company may share the Client’s Personal Data in the following circumstances: a) where Company uses the Personal Data to assess the Client’s eligibility for the Services and to verify the Client’s identity; b) Company may share Personal Data with its affiliates and with third parties who may administer and operate the Account from time to time. The Company will always take appropriate measures and meet its legal obligations to ensure that any Personal Data transferred to such third parties is kept securely. The Company may share the Client’s Personal Data with UAE and overseas law enforcement agencies or regulatory authorities and other relevant bodies for crime prevention purposes, as applicable.
22.4. The Company will retain copy records for a period stipulated by us in accordance with the VARA Regulations and other Applicable Laws from the date of termination of the Agreement. The Company may scan and retain all hard copy documentation including Personal Data within our data storage system, as legally required.
22.5. The Client consents to us using and holding the Client’s Personal Data in accordance with our Privacy Policy. Full details on how we use the Client’s Personal Data are available in the full privacy notice on our website https://stix.co or in hard copy from the Client’s usual contact. Changes may be made to that full privacy notice, where permitted or required by Applicable Law.
23.1. A person who is not a party to this Agreement shall have no right under any law or contract to enforce or enjoy the benefit of any term of this Agreement.
24.1. In the event that the Client constitutes more than one person, all obligations and liabilities of the Client under this Agreement shall be joint and several for all parties constituting the Client.
24.2. Any instructions, authorisations, representations and warranties given or made by the Client in cases where the Client constitutes more than one person shall be deemed to be jointly and severally given or made and be binding on all such persons. In the event that conflicting instructions or authorisations are received by Company from more than one person, Company shall have the right to act on the first set of instructions or authorisations received or on the instructions of all Account holders or not to act at all until any difference in the instructions or authorisations between the persons constituting the Client is resolved to the satisfaction of Company.
24.3. We will only accept instructions or orders from those persons authorized to operate the Client’s Account with Company in accordance with this Agreement and the legal terms applicable to Company.
25.1. The Company may change or modify this Agreement, including fees and charges under this Agreement, by providing you a prior notice via the Platform a prior notice of at least 30 calendar days’ via the Platform. We will explain the reason for the change when we provide you with a notice of the change. We will ensure the most recent version of the Agreement is always available on the Platform. We may change the terms of this Agreement for any reason including but not limited to the following:
(a). To make the Agreement easier to understand or fairer to you;
(b). To correct any error we have identified in the Agreement;
(c). To cover any improvement or change to our Services;
(d). To reasonably respond to changes or anticipated changes in the market, to industry guidance or codes of practice;
(e). As a result of changes in technology and/or market practice;
(f). To ensure that we comply with legal or regulatory requirements and guidance such as a direction from the local regulatory authorities.
(g). As a result of a change or forthcoming change in law, or a decision or recommendation by the courts; or
(h). As a reasonable response to actual or expected increases in our costs in providing the Services.
25.2. If you do not want to continue this Agreement because of a change we are making you have the right to terminate this Agreement immediately and without charge by giving us written notice before the change comes into effect. However, in the event that you do not cancel during the notice period specified in Clause 25.1 hereinabove and you continue to access the Platform and the Services, then you will be deemed to have accepted the changes, which will then apply to you.
25.3. The Company will also maintain a record of all versions of this Agreement and be able to identify all changes made between the versions and will retain and preserve such versions in accordance with the Applicable Laws.
26.1. Failure by any Party to exercise or enforce any rights available to that Party or the giving of any forbearance, delay or indulgence by any Party shall not be construed as a waiver of that Party’s rights under this Agreement.
26.2. No provision of this Agreement shall be waived unless such waiver is made in writing and signed by an authorized representative of the Party against which enforcement of the waiver is sought. A waiver shall not constitute a consent to, or waiver of any subsequent breach of any provision of the same or different nature.
27.1. This Agreement (together with any documents referred to therein) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. You understand that the Company will not provide you with an additional paper (non-electronic) copy of this Agreement unless you specifically request it by contacting us at the Customer Service number or email address below.
28.1. If any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.
29.1 This Agreement and the terms and conditions contained herein shall be governed by and construed in all respects in accordance with the laws of the United Arab Emirates, without giving effect to the principles of conflicts of law thereof. The Client agrees that the Dubai Courts (excluding the DIFC courts) shall have exclusive jurisdiction in relation to any legal action or proceedings arising out of or in connection with this Agreement and waive any objection to proceedings in such courts on the grounds that the proceedings have been brought in the wrong or inconvenient forum.
30.1. There is no guarantee that all means of communication between us will be secure, virus free or successfully delivered. We are not liable to the Client, and the Client accepts responsibility if, due to circumstances beyond our reasonable control, communications are intercepted, delayed, corrupted, not received or received by someone else. If we think this has happened, we will try to contact the Client.
31.1. The Company is committed in delivering “best in class” services. If the Client experiences an error or problems while using the Platform, or the Services, the Client may write to the following: legal@stix.co.
31.2. The Company urges the Client to contact the Company as soon as possible if the Client becomes aware of a transaction error or any other problems related to the Service.
31.3. Should the Client have any questions about these terms, or wish to contact us for any reason whatsoever, please contact us on legal@stix.co.
BROKER DEALER SERVICES
Upon opening of an Account, every Client shall be required to complete a suitability assessment questionnaire provided by the Company. After completion of the questionnaire, the Client may either list a Product as a Seller or indicate an Expression of Interest, as a Buyer.
Where the Client is proposing to act as the Seller, the Client shall complete a Listing Questionnaire provided by the Company. In the Listing Questionnaire, the Seller shall be obligated to provide the following information associated with the listing:
(a). The details of the Products, including the clarity on whether the Product involves any SAFT or TPA for a Virtual Asset, that is being newly issued;
(b). Any Whitepaper, Litepaper, TPA, SAFT or other instruments of relevance for the listing;
(c). Details of the Issuer including the identity and place of domicile of each of its directors, officers and controllers;
(d). its financial strength, including financial statements; financial history and past performance;
(e). any credentials or expertise it claims to have;
(f). where the Seller is listing a Product of an Issuer, the valuation of its business, Issuers previous projects, current borrowing or funding levels (if any) and the source of any existing borrowing or funding;
(g). Any proposed price range at which the Seller wishes to sell the Product; and
(h). Any other information as determined by the Company relevant to the Product and its listing thereof.
Upon receipt of the Listing Questionnaire and associated documentation from the Seller, the Company shall undertake a detailed due diligence on the Seller and the Products and verify the accuracy of the information. The Company may utilise third party agencies to undertake the verifications including any technology experts and financial experts.
If the due diligence is successful, the Company will accept the request for listing by the Seller and feature the Product on the Platform. Once the Product is featured, the other Clients on the Platform will be able to view the Product and submit Expression of Interest.
A Product listing shall feature on the Platform for a period to be determined by the Seller. Along with each listing, the Company shall display the Key Information Document, summarising the key details of the Product.
Specifically, prior to agreeing a sale of a newly issued Virtual Assets, the Company shall disclose to the Buyer:
(a). the basis on which they are acting for the Issuer, including whether they will receive any fees, incentives or non-monetary benefits from the Issuer or any third party in relation to the placement or distribution of the Virtual Assets;
(b). the timing of the issuance and settlement of the Virtual Assets; and
(c). information on the intended target market of the Virtual Assets.
A Client, who proposes to buy a Product, views the Products available on the Platform. If the Client is interested in buying a featured Product, it will submit an Expression of Interest. A Buyer is permitted to submit a maximum of five Expressions of Interests for a featured Product.
Each Expression of Interest shall be vetted against the requirements under the Listing Questionnaire. Any improper or incorrect Expression of Interest shall be rejected. Therefore, the Company shall transmit only such Expression of Interest which meets the Seller’s price range in the Listing Questionnaire. If there are multiple Expressions of Interests at the same price point, which makes it difficult to select the top Expression of Interests received, the Company shall transmit all Expressions of Interest.
Where there are no Expressions of Interest within the price range, the Company will share with the Seller, the highest Expression of Interest received on the Platform.
The Seller receives the Expression of Interest from Buyers on the Platform. The Seller may either accept through an Accepted Interest, reject the Offer or place a counter-offer.
If the Seller sends an Accepted Interest or the Buyer accepts the counter-offer, the Company then introduces the Seller to the Buyer, through off-Platform communication channels (for example via email).
Once an introduction is made by the Company, the Seller and the Buyer enter into negotiations offline, directly between themselves, outside the Platform, to determine the Relevant Price and other terms of sale.
Once the Buyer and the Seller reach an agreement on the transaction, the Seller will, where necessary, procure a consent from the original issuer of the Product, if required.
The Buyer and Seller execute the transaction documents and the Seller will receive the Purchase Amount directly from the Buyer. For the purposes of clarity, the Company does not facilitate or advise on the execution of the transaction documents. The Product and relevant consideration will be transferred directly between the Seller and the Buyer.
The Seller and the Buyer notify Company of the completion of the sale or subscription of the Product.
IMPORTANT NOTICES TO SELLERS AND BUYER
The Buyer understands that its Expression of Interest may not be received by the Seller, if the Expression of Interest does not meet the Seller’s criteria or there are much higher quotes by other Buyers.
The Seller is informed that the Company is only transmitting the Expression of Interest and not undertaking any other actions / measures to carry into effect or perform the transaction, whether as principal or as agent, including instructing another person to execute the transaction. Hence, the Company shall not be obligated to ensure that the most favourable price or deal is received by the Seller under the prevailing market conditions. Further, apart from vetting the Buyer, as a part of its KYC process, the Company shall not verify any other aspects relating to the Buyer including the Buyer’s financial credibility and capabilities.
The Seller further understands that, through the Listing Questionnaire, the Client has provided the Company with specific instructions as to how to obtain Expressions of Interest and the Company has accepted this instruction. By accepting a specific instruction, the Company may not be in a position to take all sufficient steps in order to obtain the best possible result for the Seller.
SCHEDULE II
KEY INFORMATION DOCUMENT
The key information document must contain the following information:
(a) information about the Issuer, if any, and the individuals responsible for designing the Product;
(b) the essential characteristics of the Product, including rights attaching to the Product and any project or venture to be funded (if relevant);
(c) the regulatory status of the Product in other jurisdictions (if applicable);
(d) the basis on which the Company is acting for the Issuer, including whether the Company will receive any fees, incentives or non-monetary benefits from the Issuer or any third party in relation to the placement or distribution of the Virtual Assets;
(e) the timing of the issuance and settlement of the Virtual Assets for any newly issued Virtual Assets;
(f) information on the intended target market of the Virtual Assets;
(g) details of persons responsible for performing obligations associated with the Product and details of where and against whom rights conferred by the Product may be exercised;
(h) information on the underlying DLT or similar technology used for the Product, including details of the technology that is used to issue, store or transfer the Product and any interoperability with other DLT;
(i) details about how ownership of the Product is established, certified or otherwise evidenced;
(j) how the Product will be valued, and an explanation of how this is carried out and what benchmarks, indices or third parties are relied on;
(k) details of any market or trading venue on which the Product is traded or proposed to be traded;
(l) the risks relating to the volatility and unpredictability of the price of the Product;
(m) cybersecurity risks associated with the Product or its underlying technology, including whether there is a risk of loss of the Product in the event of a cyberattack, and details of steps that have been, or can be taken to mitigate those risks;
(n) the risks relating to fraud, hacking and financial crime; and
(o) any other information relevant to the Product that would reasonably assist the Client to understand the Product and whether to invest in the Product, or use the service being offered to the Client.
SCHEDULE III
SERVICES FEE SCHEDULE
| SERVICE | FEE PAYABLE BY THE CUSTOMER |
|---|---|
| Fixed Fee | 5% of the total transaction volume, based on the reserve price set by the Seller. |
| Brokerage Fee | 50% of the amount by which the final transaction price exceeds the reserve price set by the Seller. |
SCHEDULE IV
LISTED VIRTUAL ASSETS
| S.NO | VIRTUAL ASSET | ISSUER / OFFEROR | ISSUER / OFFEROR BACKGROUND |
|---|---|---|---|
| 1 | Eigenlayer | Layr Labs | EigenLayer is a protocol built on Ethereum that introduces restaking, a new primitive in cryptoeconomic security. |
| 2 | Celestia | Celestia Foundation | Celestia is a modular layer 1 blockchain that focuses solely on ordering transactions and making the data for transactions available. |
| 3 | Manta Network | Devil Ray Group Ltd | Manta Network is a Layer 2 network that utilizes zero-knowledge proofs to provide secure and scalable solutions for decentralized applications (DApps) on Ethereum. |
| 4 | Fuel Network | Fuel Labs | Fuel is a layer-2 scalability technology designed to provide the world's fastest modular execution layer. |
| 5 | Etherfi | Ether.fi SEZC | EtherFi is a decentralized, non-custodial liquid staking platform that brings positive disruption to DeFi by allowing staking on Ethereum. |
| 6 | Ethena | Ethena OpCo Ltd | Ethena is a synthetic currency protocol built on the Ethereum platform, aiming to provide a native cryptocurrency solution independent of traditional banking infrastructure. |
| 7 | Scroll | Scroll Foundation | Scroll is an Ethereum Layer 2 network that uses zk-rollup technology to process transactions off Ethereum on its own network, reducing costs and increasing transaction speed. |
| 8 | zkSync | Matter Labs | zkSync is a trustless protocol for scalable low-cost payments on Ethereum, powered by zkRollup technology. |
| 9 | LayerZero | Layer Zero Labs | LayerZero is messaging protocol that allows for interoperability and facilitates seamless cross-chain messaging across countless blockchains. |
| 10 | RISC Zero | RISC Zero Inc. | RISC Zero is a crypto startup that is dedicated to developing a scalable and developer-friendly blockchain infrastructure using zero-knowledge proofs. |
| 11 | Altlayer | Alt Research Ltd | AltLayer is an open and decentralized protocol for developers to launch application-tailored rollups. |
| 12 | Berachain | Berachain Corporation | Berachain is a DeFi focused EVM-compatible Layer 1 blockchain built on the Cosmos SDK, powered by Proof of Liquidity Consensus and will be EVM compatible. |
| 13 | Anoma | Anoma Stiftung (Foundation) | Anoma is a sovereign, proof-of-stake blockchain protocol that enables private, asset-agnostic cash and private bartering among any number of parties. |
| 14 | Aleo | Aleo Systems Inc. | Aleo is a Layer 1 blockchain – based on a novel consensus protocol – designed to be faster and more efficient than traditional models by leveraging zero-knowledge (ZK) proofs. |
| 15 | Ceramic | 3Box Labs | Ceramic is a decentralized data network that brings unlimited data composability to Web3 applications. |
| 16 | Space and Time | Space and Time Inc. | Space and Time is a decentralized data warehouse for blockchain applications. |
| 17 | Starkware | StarkNet Foundation | StarkNet is a permissionless decentralized Validity-Rollup (also known as a “ZK-Rollup”). It operates as an L2 network over Ethereum. |
| 18 | Kakarot | KKRT Labs | Kakarot is a zkEVM (zero-knowledge Ethereum Virtual Machine) implemented in Cairo, a language associated with the CairoVM. |
| 19 | Sui | Mysten Labs | Sui is a Layer 1 decentralized permissionless smart contract platform based towards low-latency management of assets. |
| 20 | GenSyn | Gensyn Limited | Gensyn Protocol is a layer-1 trustless protocol for deep learning computation that rewards participants for their compute time. |
| 21 | Ondo Finance | ONDO Foundation | Ondo Finance is an open and decentralized investment bank that enables and facilitates connection between stakeholders in the emerging DeFi ecosystem. |
| 22 | DELV | Element Finance Inc. | DELV brings the attractive high fixed rate yields while maximizing capital efficiency, creating market liquidity, and reducing user costs. |
| 23 | Sei Network | Sei Labs | Sei Network is a Layer-1 created specifically for DeFi with the aim of becoming a foundational platform for the future financial system. |
| 24 | Flashbots | FLASHBOTS LTD. | Flashbots is a research and development company that focuses on miners and searchers for transparent and efficient MEV extraction. |
| 25 | Wormhole | Wormhole Protocol | Wormhole is a leading interoperability platform that connects over 20 blockchain networks, providing developers with access to liquidity and users. |