Last updated: 1 July 2025

A.  These Terms and Conditions for Over-The-Counter Transactions (hereinafter known as “OTC Terms”) shall govern and be effective in regards to every User account registered, maintained or otherwise operated with WEEX, while using OTC Services as described herein. These OTC Terms shall be applicable towards any provision and usage of OTC Services on Weex Platform at all times. By accessing, registering and/or using any of the services provided by WEEX to perform an OTC Transaction, you are deemed to have fully read, understood and accepted the present Terms. If you do not agree with all the terms or any of the terms herein, do not proceed with the usage of WEEX’s OTC Services.

B.  These OTC Terms shall be read together with the Terms of Use, other existing terms, statements and policies issued by WEEX, including but not limited to WEEX’s Risk Warning Statement. However, in the event of any conflict, discrepancy and/or inconsistency, these OTC Terms shall prevail and take precedence in relation to the OTC Services to the extent of the conflict, discrepancy and/or inconsistency.

C.  This version of OTC Terms shall be effective and deemed to have overridden the prior version(s). You agree and authorize WEEX to amend these OTC Terms whenever it deems appropriate, provided that such amendments are notified to you by publication on the Website, Platform, or through any Agreed Communication Means. You acknowledge and agree that it is your responsibility to review these Terms periodically to ensure that you are aware of any changes.

D.  For the avoidance of doubt, these OTC Terms shall not be applicable in the event Users obtain OTC Transaction services from any companies under the Group in jurisdiction(s) where a distinct and specific set of terms and conditions (hereinafter known as “Regional Terms”) is in existence and/or available on the Platform to govern such relationship. In such circumstances, the Regional Terms shall apply.

(1) Definitions and Interpretation

“Agreed Communication Means” refers to such communication channels as decided by WEEX and agreed by you from time to time which may include but not limited to email, telephone, online chat, and/or WEEX’s Platform. WEEX may cease the usage of any Agreed Communication Means without the need of any reason.

“Expiry” shall have the meaning in the context that an instruction by you to execute an OTC Transaction at a contingent event, for example, by a time specified by you as expiration.

“Group” means subsidiaries and affiliates of WEEX.

“Improper Intent” shall have the meaning as defined in Clause 7(b) the OTC Terms.

“Manifest Error” refers to any error, inaccuracy, omission, lack of clarity, misquote and/or misstatement which is manifest or palpable by WEEX or its Related Personnel by accounting current market. For the avoidance of doubt, the fact that you have entered into or refrained to enter into any transaction with WEEX or other third party, your incurring of any loss or otherwise is irrelevant in the determination of whether a situation constitute a Manifest Error.

“Order(s)” shall mean any instruction submitted by you to execute an OTC Transaction, which is contingent upon the occurrence of a specified event.

“Over-The-Counter” or “OTC” refers to the process of directly negotiating and entering into OTC Transactions for the purchase, sale, or exchange of Digital Assets between WEEX and you (or between you and another party arranged through WEEX), outside of a public order book or exchange platform. OTC Transactions are typically conducted on a bilateral basis, may involve larger trade sizes, and are subject to separate pricing, terms, and conditions as agreed herein.

“OTC Services” means the provision of prices by WEEX to you, your submission of Order, and the entry into OTC Transaction, and any related services provided by WEEX or third party in connection therewith.

“OTC Transaction(s)” shall mean any transaction that is entered into by you pursuant to the placement of an Order.

“Rectification Rights” shall have the meaning that in the context that one or more Supervening Events taking place or has taken place, the rights of the WEEX to exercise the these rectification rights (so far as allowed by applicable laws) in good faith: (i) To cancel or reverse such OTC Transactions (including reversal of any Digital Assets transfer made in your Account) and such OTC Transactions shall be deemed as if they have never been entered; or (ii) Amend and/or vary the price of said OTC Transaction to be consistent with prevailing market prices at the material time or at the price as if a Manifest Error has not occurred.

“Related Personnel” refers to WEEX’s directors, shareholders, members, employees, officers, attorneys, agents, representatives, suppliers and/or contractors.

“Relevant Authorities” refers to any authoritative bodies in any relevant jurisdictions including government bodies, ministries, departments, courts including its judgment and order, rules, statutes, legislations any subsidiary legislations or any other body or document having the force of law.

“Supervening Events” shall have the meaning as defined in Clause 3(f) the OTC Terms.

“Trading Limits” shall have the meaning as in the context of OTC Transactions, the WEEX may impose or otherwise implement risk and/or credit limits which may apply generally or specifically to you, to all or certain Digital Assets only in regards of the Orders and/or OTC Transactions (hereinafter known as “Trading Limits”).

All capitalised terms used but not defined herein shall have the meaning ascribed to them in the Terms of Use.

(2) Orders

(a) You may utilise the Platform to make Orders or through the Agreed Communication Means. An Order refers to an instruction by you to execute an OTC Transaction at a contingent event (“Order”), for example, by a time specified by you (hereinafter known as the “Expiry”). To make an Order, you are required to provide details and/or information as requested by WEEX. 

(b) An Order made by you through the Platform or the Agreed Communication means shall be deemed an offer or proposal to WEEX to enter into an OTC Transaction with you. As such, WEEX is at absolute liberty to either accept your offer or decline it for any reason whatsoever. Further, WEEX shall not be responsible in the event your Order is not received by WEEX for any reasons whatsoever including but not limited to delay or failure of the Platform or any Agreed Communication Means. 

(c) You acknowledge that WEEX is in no position to guarantee the availability or liquidity as it is influenced by factors outside of WEEX’s control. Therefore, by making an Order, you acknowledge that your offer or proposal extends the option for WEEX to either accept (and execute) your Order wholly or partially.

(d) When you have made an Order, you may receive a notice stating that you have successfully placed an Order. This is not to be construed as an acceptance by WEEX. This is merely a notification that WEEX is in receipt of your Order and nothing herewith shall create any obligation on WEEX to accept or execute your Order. 

(e) In regards to an Order, you may request to amend or cancel existing Orders by contacting WEEX through the Platform or the Agreed Communication Means provided always that the Orders have not been executed by WEEX. WEEX has the absolute discretion to accept or decline any request to amend or cancel any Order. In the event your request is accepted by WEEX, the amended Order shall be treated as a new Order made by you. 

(f) WEEX may accept your Order (either in whole or in part pursuant to Clause 2(c) above) by executing the same no later than the Expiry. Upon execution of an Order, a binding agreement shall have been formed between you and WEEX. In this regard, you agree and acknowledge that WEEX is entitled to engage and/or make arrangements with third parties including but not limited to third party liquidity providers to fulfil any Orders.  

(3) Nature of OTC Transactions 

(a) Unless agreed otherwise, both parties shall enter into OTC Transactions as principals. You hereby agree and confirm that you will enter into OTC Transactions in your own capacity as a principal and not on behalf of any other party as an agent unless agreed by both parties. WEEX’s obligations under these OTC Terms shall be towards you solely and WEEX shall not assume any duties and/or obligations to any other third parties. The fact that WEEX may have been made aware of such third parties is irrelevant in the operation of this clause. 

(b) You acknowledge that WEEX is not providing any advice which includes but not limited to accounting, legal, tax, execution of the transactions, profitability or suitability of the transaction, investment or decision in regards of the OTC Transactions. You are recommended and are deemed to have taken all necessary steps and diligence (including seeking independent and professional advice) to understand the nature and the risks which may be involved in making transactions. Any decision made by you shall be considered your own independent decision without any reliance whatsoever to WEEX. 

(c) You are aware that you may be subject to legal requirements which may include reporting and taxation requirements in certain jurisdictions. You agree that you have the sole responsibility to keep yourself informed and adhere to such applicable laws and regulations in regards of the OTC transactions entered by you. WEEX shall not be responsible for your failure to do so and does not provide any support and assistance for your compliance, save to the extent required under the law.

(d) You acknowledge that WEEX may impose or otherwise implement risk and/or credit limits which may apply generally or specifically to you, to all or certain Digital Assets only in regards of the Trade Instructions, Orders and/or OTC Transactions (hereinafter known as “Trading Limits”). WEEX’s right to determine the implementation is absolute and includes the right to amend, maintain and/or remove the Trading Limits. In connection hereof, you undertake to supply and provide all data and information requested which WEEX deems reasonably relevant and necessary to fix appropriate Trading Limits.

(e) In the event you have contravened or exceeded the Trading Limits applicable, you acknowledge that WEEX has the sole and absolute discretion to amend, cancel or otherwise reject such Trade Instructions, Orders and/or OTC Transactions.

(f) You hereby agree that the following events shall constitute supervening events (“Supervening Events”): 

(i) When WEEX at its absolute discretion determines that one or more bid price or offer price or both of one or more executed OTC Transactions are substantially different or inconsistent from the prevailing market value of the impugned OTC Transactions at the executed time;

(ii) When WEEX determines that any of the executed OTC Transactions are erroneous in nature, including but not limited to situations where a bid price has been inadvertently presented as an offer price and vice versa;

(iii) Where WEEX has any reason to believe or suspect that the OTC Transaction was entered by you with dishonest or Improper Intent including but not limited to attempting to manipulate the market, capitalising or otherwise exploiting the event where the bid price or offer price or both of an OTC Transaction is materially different from prevailing market prices and/or taking unfair advantage of WEEX’s system or Platform; and/or

(iv) Otherwise, when a Manifest Error has been committed in any part of an OTC Transaction.

(g) In the case of one or more Supervening Events taking place or has taken place, you hereby absolutely and irrevocably authorise WEEX to exercise the following Rectification Rights (so far as allowed by applicable laws) in good faith:

(i) To cancel or reverse such OTC Transactions (including reversal of any Digital Assets transfer made in your Account) and such OTC Transactions shall be deemed as if they have never been entered; or

(ii) Amend and/or vary the price of said OTC Transaction to be consistent with prevailing market prices at the material time or at the price as if a Manifest Error has not occurred.

(h) WEEX shall inform you in the event any of the Rectification Rights has been exercised and corrective measures have been taken by WEEX through the Platform or the Agreed Communication Means.

(i) You hereby agree and acknowledge that in the event of a Manifest Error, you must not rely on the said error and shall not be allowed to enforce whatever inaccuracy, inconsistency or misstatement which was erroneously recorded in the Trade Confirmation.

(j) You agree that in the absence of any Manifest Error, records kept by WEEX in relation to the OTC Transactions shall be deemed final and conclusive. Notwithstanding the foregoing, WEEX is at liberty to take corrective measures and/or rectification actions on any false entry, error or misstatements. If applicable, WEEX has the absolute right to demand immediate repayment from you if WEEX so determines that you have been unjustly enriched from such false entry, error or misstatements.

(k) Fees are chargeable by WEEX in your receipt of services for OTC Transactions. You hereby agree to pay and settle all applicable charges, expenses and fees arising from and incidental with your usage of WEEX’s services for OTC Transactions executed.

(l) All OTC Transactions shall be done by way of Digital Assets Transfer directly to and from your Account on a per trade basis. Unless agreed in writing to the contrary, netting between multiple OTC Transactions shall not be allowed.

(m) WEEX is under no obligation to provide valuations for OTC Transactions. Without prejudice to the foregoing statement, in the event WEEX provides such valuations, you acknowledge and agree that:

(i) Valuations are provided solely and exclusively for your use and for information purposes only;

(ii) Unless stated to the contrary, valuations provided shall be in reference to indicative values premised on periodical mid-market levels on the specified time;

(iii) Valuations may take into account variables including but not limited to size of the transaction, market liquidity and/or use of capital;

(iv) Certain assumptions may be required to be made in regards of deriving valuations from internal proprietary models and future market conditions. As a natural consequence, various assumptions made will produce different outcomes;

(v) Valuations provided cannot be taken as the actual representation of terms in which existing OTC Transactions will be unwound and/or liquidated; and

(vi) WEEX shall not be held liable for any errors, inaccuracies and/or omissions in providing valuations and shall not be responsible for any loss or damages, be it direct, consequential or otherwise which may arise from the reliance of valuation by you or any third party.

(4) Termination 

(a) In addition to any other rights the WEEX may have under these OTC Terms, WEEX may, in its sole discretion:

(i) remove any product or services from the scope of the OTC Services from time to time; or

(ii) terminate these OTC Terms

by providing notice through WEEX Platform, email, or the Website.

(b) WEEX may, at its sole discretion, with or without notice:

(i) cancel any open Order at the date and time the product or services ceases to be made available, or at which these OTC Terms are terminated;

(ii) cancel, refuse to execute or otherwise terminate any Order (regardless of confirmation status of such Order), on reasonable grounds solely determined by WEEX; and

(iii) take such steps, or require you to take such steps, as the WEEX considers necessary for the purpose of protecting itself against risk of loss and maintaining the integrity of WEEX’s OTC Services.

(c) You agree that the WEEX may exercise its rights under foregoing clause without any liability or loss to the WEEX, and that you will not hold the WEEX liable for any loss arising from action taken or inaction, or steps required, by WEEX under this clause.

 (5) Warranties and Representations 

(a) Supplemental to and without prejudice to the warranties and representations which may have been made by Parties in the Terms of Use and other applicable terms and rules issued by WEEX, you hereby give the following warranties and representations to WEEX that:

(i) You have read and is fully capable to understand the OTC Terms hereof and agree to be legally bound by the same;

(ii) You are fully aware and have evaluated all the risks sufficiently which may arise in the OTC Transactions. By proceeding to issue Instructions or by deciding to proceed with each OTC transactions, you agree to bear the risks solely;

(iii) You are acting in your sole capacity and will be making only independent decisions when entering into OTC Transactions without reliance whatsoever to WEEX’s statements, communications and/or explanations which may have been provided in regards of the OTC Transactions;

(iv) You are not restricted, barred or otherwise prohibited in entering into any OTC Transactions under any applicable law and regulation and/or by any of the Relevant Authorities. In the event of misrepresentation and/or breach of warranty by you, you undertake to fully indemnify and save harmless WEEX from all demands and claims arising from and incidental thereof;

(v) You shall not use the Service for any unlawful purposes, including but not limited to illegal gambling, money laundering, fraud, extortion, data breaches, terrorist financing, violent activities, or any other business activities prohibited by law;

(vi) You shall not engage in, initiate, or promote any form of market manipulation, price manipulation, insider trading, market distortion, or any other malicious conduct affecting the market, nor shall you participate in any other illegal activities, including but not limited to illegal gambling, money laundering, fraud, extortion, data breaches, terrorist financing, violent activities, or any other business activities prohibited by law;

(vii) if you are registering for the Service in your personal capacity, you must be at least eighteen (18) years old, possess full civil rights and capacity, and have all necessary authority and ability to enter into this OTC Terms, which shall be binding upon you once accepted;

(viii) if you are registering to use the OTC Service on behalf of a legal entity, you represent and warrant that such entity is duly organized, validly existing under applicable law, and that you are duly authorized to act on its behalf and to bind it to this OTC Terms;

(ix) this OTC Terms does not conflict with the laws of your country or region, and you undertake to comply with all applicable laws and regulations of your jurisdiction;

(x) you are the lawful owner of all Digital Assets in your WEEX Account and guarantee that the sources of these Digital Assets are lawful;

(xi) These OTC Terms have been drafted in English. Although translations in other languages of these OTC Terms may be available, such translations may not be up to date or complete. Accordingly, you agree that in the event of any conflict between the English language version of these OTC Terms and any other translations thereof, the English language version shall prevail.

 (6) Disclaimers 

(a) You have been made aware of the risks that may result from entering into OTC Transactions and/or using any of the OTC Services and agree, in absence of bad faith and fraud, to the full assumption of loss and liability resulting from or incidental to such use.

(b) In the event of extreme market volatility or disruptions, WEEX may, at its sole discretion, cancel or amend any OTC Transactions executed at prices that materially deviate from fair market value. You authorize WEEX to take such corrective actions without prior notice, and WEEX shall not be liable for any resulting losses or damages. WEEX will notify you of any rectification taken.

(c) You are acknowledge and agree that:

(i) WEEX does not guarantee the liquidity in any Digital Asset and that WEEX does not have any control over the liquidity of such Digital Asset;

(ii) WEEX may exercise its rights under any of this OTC Terms to amend, vary, cancel or otherwise reverse any of the OTC Transactions (and this may cause the dissipation of Digital Assets in your Account);

(iii) If you fail to adhere to the Trading Limits, WEEX may invoke its rights under this OTC Terms hereof and this may cause loss to you;

(iv) There is a possibility of Manifest Errors in the OTC Transactions and possibility that there could be delay or failure in transmission of Trade Instructions, Orders or execution through the Platform or the Agreed Communication Means; and 

(v) The nature of OTC Transaction concerns numerous risks and volatility and losses can result from the same.

(vi) Third parties, including but not limited to verification service providers, escrow agents, payment providers, custodians, and/or banking partners, may be involved in any OTC Service or transaction. You may be subject to the terms and conditions imposed by these third parties. WEEX shall not be liable for any losses arising from or related to the involvement or actions of any such third parties.

(vii) All data collected, processed, and stored in connection with the use of our OTC Services shall be handled in strict accordance with our WEEX Privacy Policy available on the Platform. This includes, but is not limited to, personal information, transaction details, and any other data provided by Users during their interaction with our services.

(viii) WEEX reserves the right to conduct transaction monitoring, screening, and blockchain analytics (KYT) using internal systems or third-party providers, to ensure compliance with applicable laws, including AML/CFT obligations. WEEX may, at its discretion, freeze, block, or refuse any transaction or account activity deemed suspicious or potentially linked to unlawful activity

(d) Technology Disclaimers. You acknowledge and agree that: 

(i) WEEX may, from time to time, suspend access to your WEEX accounts, the WEEX Platform, the Service, and/or any other WEEX services for scheduled or emergency maintenance. WEEX will use reasonable efforts to ensure that transactions on the WEEX Platform are processed in a timely manner; however, WEEX makes no representations or warranties as to the duration required to complete such processing, as this is subject to numerous factors beyond WEEX’s control.

(ii) While WEEX endeavours to keep the information on the WEEX Platform current, WEEX makes no representations, warranties, or guarantees, whether express or implied, that the content on the WEEX Platform—including information relating to the Services and any other WEEX services—is accurate, complete, or up to date.

(iii) You are solely responsible for obtaining the necessary data network access to utilize the Services or any other WEEX services. You are also responsible for procuring and maintaining compatible hardware or devices required to access and use the Service, any WEEX services, the WEEX Platform, and any related updates. WEEX does not guarantee that any of its services, or any portion thereof, will function on any specific hardware or devices. The WEEX services may be subject to malfunctions and delays that are inherent in the use of the internet and electronic communications.

(e) Trading in cryptocurrency involves significant risk and may result in the loss of your invested capital. It is a high-risk activity and may not be suitable for the general public, as the prices of cryptocurrency are subject to sharp, speculative swings. You must ensure that you fully understand the risks involved and take into consideration your level of experience, investment preference, risk appetite, investment objectives, and financial circumstances, and you should seek independent financial advice if necessary. If you do not agree with or understand WEEX OTC Services, please do not use or access our products or services. You acknowledge, agree, and accept that you assume all risks and potential losses associated with your use of the OTC Service, including but not limited to: any loss resulting from your inability to trade Digital Assets, and you are willing to bear the funding risks and possible financial losses arising from depositing Digital Assets and subscribing to the Service; the possibility that high price volatility of digital assets and their derivatives may lead to significant or total losses within a short period; the occurrence of technical anomalies that may delay or prevent your use of the OTC Service or execution of related transactions, potentially resulting in losses of your digital assets; the risk of market anomalies that may cause losses to your digital assets; and the understanding that, in order to maintain the overall health of the market, WEEX may, at its sole discretion, add, remove, or amend policies, the terms of this OTC Terms, or other relevant service agreements or terms from time to time, and such changes may either benefit or adversely affect individual customers, including yourself.

(7) Prohibited Conduct and Enforcement Measures 

(a) You acknowledge and agree that WEEX strictly prohibits any form of unfair trading practices. WEEX reserves the right to exercise control over your account, including the suspension or termination of your account, if WEEX has reason to believe or suspect that you have executed an OTC Transaction with dishonest or Improper Intent including but not limited to any of the following activities:

(i) Market manipulation, price manipulation, pump and dump, spoofing, wash trading, front-running, , churning, insider trading, market distortion, or any other malicious or wrongful conduct;

(ii) Causing harm to other Users or to WEEX by exploiting vulnerabilities in the Service or through other unreasonable means;

(iii) Participating in activities that WEEX deems detrimental to the market;

(iv) Violating any applicable laws or regulations.

(b) For the avoidance of doubt, the following non-exhaustive examples of conduct may constitute improper intent (“Improper Intent”) for the purposes of this Clause:

(i) Pump-and-Dump Activity: Engaging in any coordinated or unilateral action, scheme, or practice designed to artificially influence the market price of any Digital Asset (including, without limitation, through OTC Transactions or other trading activity on the Platform or use of WEEX Services) with the intent to mislead, exploit, or otherwise harm other Platform participants.

(ii) Concurrent Trading Prohibition: Executing OTC Transactions while simultaneously engaging in trades in other Platform markets (including Spot, Futures, or Options) within a proximate timeframe, where such conduct is reasonably likely to constitute manipulative or exploitative behaviour in relation to price movements.

(iii) Market Impact Prohibition: Causing or attempting to cause material market impact immediately before, during, or after submitting a price request or order, where such action is intended to manipulate the execution terms, pricing, or settlement of OTC Transactions on the Platform.

(iv) Arbitrage Abuse: Exploiting pricing discrepancies between Platform markets or external venues through arbitrage strategies that are deliberately structured to undermine fair market pricing, distort WEEX’s pricing mechanisms, or create systemic inefficiencies.

(v) Fraudulent Trade Practices: Submitting price requests, orders, or trade instructions that contain materially false or misleading information, or that are structured in a manner reasonably expected to deceive WEEX’s pricing algorithms, systems, or other Platform Users.

(vi) Cross-Market Manipulation: Coordinating trading activity on external digital asset exchanges or venues with OTC Transactions on the Platform in a manner that disrupts fair market operations, including but not limited to manipulating Platform prices to gain undue advantage in external markets (or vice versa).

(vii) Confidentiality Breach: Using non-public information obtained through price requests, negotiations, or OTC Transactions to engage in trading on the Platform prior to the full execution or settlement of the relevant OTC Transaction.

(viii) Circular Trading Prohibition: Executing trades between accounts under common ownership, control, or affiliation to simulate artificial market activity, create misleading price trends, or distort liquidity metrics on the Platform.

(c) To mitigate any adverse impact on the overall market, WEEX retains the sole discretion to take such measures as it deems appropriate, including but not limited to closing your account, restricting your activities, or cancelling your orders. You understand and agree that WEEX shall not be liable for any losses (including, without limitation, direct or indirect losses, actual losses, or loss of potential profits) that you may incur as a result of the implementation of these measures.

(8) Indemnification 

(a) In addition to any indemnity obligations set forth in the Terms of Use, you shall take all reasonable measures to protect WEEX from any damages arising from your use of the OTC Service or from any other actions related to your WEEX Account. Should you fail to do so, you shall be liable to WEEX.

(b) You hereby agree to defend, indemnify, and hold harmless WEEX from and against any demands, claims, losses, and/or damages (including legal fees and any fines, fees, or penalties imposed by any regulatory authority) asserted or incurred by any third party against WEEX as a result of, or arising out of, your breach of these OTC Terms, your improper use of the OTC Service, your violation of any law or the rights of any third party, and/or the actions or omissions of any third party to whom you grant permission to use your WEEX Account or to access our Website, software, systems (including any networks and servers used to provide any of the OTC Services) operated by us or on our behalf, or any of the OTC Services on your behalf.