These Trading Terms and Conditions (“Trading Terms and Conditions” or the “Agreement”) are a part of the Trading Agreement (“Agreement”) between you (“Counterparty” or “you”) and UAB Evalect Digital, a company incorporated and registered in accordance with the applicable laws of the Republic of Lithuania as a Virtual Asset Service Provider, with registration number 305970229, with its registered office at Eišiškių sodų 18-oji g. 11, Vilnius, Lithuania. (“Evalect Digital,” “we,” “us” or “our”). All defined terms used herein, except as otherwise defined in these Trading Terms, have the same meanings set forth in the Agreement. These Trading Terms govern orders placed and executed, through our Services (“Services”). Any references to a specific section within these Trading Terms shall be deemed a reference to the applicable section within these Trading Terms unless expressly noted herein.

To be eligible to use our services, you must have completed and submitted all onboarding documentation required by Evalect Digital and executed the Agreement, including the details of your Counterparty Bank Account and Counterparty Wallet. You accept that you will solely use the services for commercial purposes. If you onboard in a representative capacity as a Designated Trader, you confirm that you have full power and authority to enter into transactions with the Counterparty pertaining to Digital Assets. The information provided by in the Application Form and otherwise is accurate and complete, and you will notify Evalect Digital of any material changes to this information. Once you and/or the Counterparty engages in any form with Evalect Digital, you are abiding with these Trading Terms and Conditions to its full capacity.

You must have an active user account to access and use our services. Notwithstanding your satisfying Evalect Digital’s eligibility requirements, Evalect Digital may, in its sole discretion, refuse to open an account, or limit the number of accounts that you may hold. Evalect Digital may also suspend or terminate your account at any time for any reason or no reason in accordance with the terms of this Agreement and these terms and conditions.

You may close your account upon written notice to Evalect Digital. The closing of the account will be effective, and all of your rights to use the Services will terminate, (i) immediately upon receipt of such notice by Evalect Digital if you have no outstanding Orders or unsettled Transactions, or (ii) immediately upon the settlement of your final unsettled Transaction if you have outstanding Orders or unsettled Transactions at the time you notify Evalect Digital that you wish to close your account.

You can provide Evalect Digital with comments, ideas, suggestions or recommendations regarding the Services (“Feedback”). Evalect Digital will have sole and exclusive ownership of such Feedback and you hereby assign all right, title and interest to such Feedback to Evalect Digital. For purposes of clarity, Evalect Digital is free to retain, use, make, have made, distribute, sell, offer to sell, import, and incorporate such Feedback into the Services and/or its affiliates’ products and/or services, without payment of royalties or other consideration.

During onboarding for your account, and from time to time thereafter at the request of Evalect Digital, you agree to provide Evalect Digital with the information we request for the purposes of identity verification, sources of funds requests, and the detection of money laundering, terrorist financing, fraud, or any other financial crimes and permit Evalect Digital to keep a record of such information. You will need to complete certain verification procedures before you are permitted to use the Services. Your access to one or more Services and any conditions that apply to your use of the Services, may be altered as a result of information collected about you on an ongoing basis. The information Evalect Digital requests may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, a government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) and in some cases (where permitted by law), special categories of personal data, such as your biometric information. In providing Evalect Digital with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep Evalect Digital updated if any of the information you provide changes. You authorise Evalect Digital to make inquiries, whether directly or through third parties, that Evalect Digital considers necessary to verify your identity or protect you and/or Evalect Digital against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries.

(a) The Counterparty may access the Services solely for its own account and shall be responsible for all Orders submitted and executed by any authorised traders designated by Counterparty to Evalect Digital (each an “Designated Trader”). References to “Counterparty” in this Agreement includes all such Designated Traders unless the context requires otherwise.

(b) The Counterparty acknowledges and agrees that its use of our Services, including all orders submitted and executed through the Services, are subject to this Agreement, as may be amended from time to time. Counterparty agrees at all times to comply with applicable law in connection with its access to and use of our services. Counterparty further agrees that it shall cooperate with Evalect Digital and assist Evalect Digital in complying with all applicable law.

(c) The Counterparty is solely responsible for ensuring that its passwords, email recovery methods and other credentials used in connection with our services (collectively, “Access Methods”) are known to and used only by Designated Traders. Counterparty shall not permit any person other than an Designated Trader to use our services, on your account. Counterparty acknowledges that, in Evalect Digital’s discretion, Evalect Digital may deny the Counterparty access to our services and has the right, in Evalect Digital’s sole discretion, to take any action it deems necessary to prevent the unauthorised use of our services by any unauthorised person.

(d) The Counterparty is responsible for ensuring the security in connection with its use of our services. The Counterparty assumes all responsibility for keeping its Access Methods secret. The Counterparty will be solely responsible for all acts or omissions of any person using our services through its Access Methods. Without limitation of the foregoing or any other provision of this Agreement and Trading Terms and Conditions, the Counterparty will be bound by the terms of all orders executed and orders placed through our services using its Access Methods. All transmissions generated by use of the Counterparty’s Access Methods prior to termination will be deemed to be authorised by the Counterparty whether or not Evalect Digital acknowledges receipt of such transmission.

(e) If Counterparty’s Access Methods have been lost, stolen or compromised, the Counterparty shall immediately notify Evalect Digital. Upon receipt of this notice, the Counterparty’s Access Methods will be promptly cancelled but the Counterparty shall be responsible for any actions taken through the use of such Access Methods before they are cancelled. In Evalect Digital’s sole discretion, Evalect Digital may terminate, revoke, suspend, modify, or change any or all of Counterparty’s Access Methods at any time with or without prior notice.

(f) The Counterparty shall be solely responsible (i) for any losses, damages or costs that the Counterparty may incur as a result of errors made by, or the failure of, the software or equipment that Counterparty uses to access our services, other than losses, damages or costs directly resulting from Evalect Digital’s gross negligence, wilful misconduct or fraud, and (ii) for any use of our services made by Counterparty.

(g) The Counterparty shall obtain and adequately maintain all hardware, software or other equipment necessary to use the Services (“Equipment”). The Counterparty shall be solely responsible for the installation, operation, maintenance, use and compatibility of the Equipment and Evalect Digital shall have no responsibility or liability in connection therewith. Evalect Digital makes no representation or warranty regarding the compatibility of any Equipment proposed to be used or used in connection with the Services. Each Party shall be responsible for maintaining, at its own expense, an appropriate Internet network connection reasonably necessary, in accordance with generally accepted standards applicable to the data processing and telecommunications industries, to support the Services.

(h) Evalect Digital hereby grants the Counterparty a personal, limited, non-exclusive, revocable, non-transferable and non-sublicensable license to access and use our services in accordance with this Agreement and these Trading Terms and Conditions, and applicable law. Evalect Digital may provide certain portions of our services under license from third parties, and the Counterparty will comply with any applicable restrictions with respect to such third-parties that Evalect Digital may communicate to the Counterparty from time to time.

(i) The Counterparty may not sell, rent, license, lease, or otherwise provide, directly or indirectly, our services or any portion thereof to any third party. The Counterparty shall not copy, modify, de-compile, reverse engineer or make derivative works of our services or otherwise attempt to ascertain the design or any proprietary features thereof or the manner in which they operate. The Counterparty acknowledges that all proprietary rights in our services are owned by Evalect Digital or by any applicable third-party service providers selected by Evalect Digital or their respective licensors, and are protected under copyright, trademark and other intellectual property laws and other applicable law. The Counterparty receives no copyright, intellectual property rights or other rights in or to our services, except those specifically set forth in this Agreement and these Trading Terms and Conditions. The Counterparty shall not violate our proprietary rights in our services and will honour and comply with our reasonable requests to protect our and our third party service providers’ contractual, statutory and common law rights in the use of our services. If the Counterparty becomes aware of any violation of Evalect Digital or our third-party service providers’ proprietary rights in our services, the Counterparty will promptly notify us in writing.

We can stop or block your access to and use of our services if:

(a) you have notified us, or we reasonably believe, that the details you use to access the designated Telegram or Whatsapp group, access to your account on the Evalect Digital platform or via API, or your device, or money in your Bank Account, has been lost, stolen, compromised, used without your authorisation, used fraudulently, or might have an illegal origin or might be proceeds of crime;

(b) we are obliged to do so by law, regulation, a court order of the instructions of an ombudsman, regulator, or government body; or

(c) we have not received any information or documentation requested as part of the legal obligation to conduct due diligence and monitor customer’s transactions.

(d) We can deny a third-party access to our services if we reasonably believe that access to our services by them, or any trading instruction we receive from them, is unauthorised, under duress, and/or fraudulent.

You may submit a proposed Order to Evalect Digital via their designated Telegram or Whatsapp group, or via the Evalect Digital web interface, or API, or any other means of communication mutually agreed upon by the Parties.

If Counterparty requests the quote through Evalect Digital platform interface or API, Counterparty will immediately receive the quote that will be deemed as a pending and unconfirmed Order. Such Order will be available for a period of time sufficient to allow the Counterparty to either accept or reject. Counterparty can accept and confirm the Order by pressing the relevant button. If the Counterparty intends to reject the Order, no further action is required.

If Counterparty requests the quote through their designated Telegram or Whatsapp, Evalect Digital will immediately acknowledge the request and send the quote to Counterparty. Counterparty can either accept or reject the quote by stating the same through a Telegram or Whatsapp message. If Counterparty rejects the quote by communicating such or remaining silent, no Order is created. If Counterparty accepts the quote, an Order has been proposed, and Evalect Digital will immediately either confirm or reject the Order by stating the same through a Telegram or Whatsapp message. Evalect Digital has the right to call off or revoke a live quote within the Telegram or Whatsapp group chat by stating “off”; this means the quote is no longer valid, and the Counterparty must refresh or ask for a new valid live quote.

For the avoidance of doubt, an Order shall remain pending, revocable and non-binding, until both Parties affirmatively agrees to the proposed terms, or revoked by Evalect Digital.

Once you and Evalect Digital have agreed to the terms of a sale or purchase of a specified digital asset including: (i) the specific type of digital asset, (ii) the amount of such digital asset, and (iii) the price per digital asset, the Order shall become binding on both Parties, subject to the terms of the Agreement and any further terms contained in the Confirmation. Evalect Digital will confirm the terms of the Order promptly in a Confirmation sent to you, which will be the final legally binding confirmation of the terms of any Order and will supersede any conflicting confirmation or agreement provided to, or between, as applicable, you and Evalect Digital, regardless of when such other confirmation is provided. Upon receipt of a Confirmation, you must, as soon as practicable, review the contents of such Confirmation and promptly report any errors or omissions to Evalect Digital.

(a) On each Settlement Date for each Order where you are purchasing the Counterparty Purchased Digital Assets from Evalect Digital (subject to section 4.):

(i) you shall deliver pre-deposited funds from your account in to the Evalect Digital master trading account. If selling digital assets, funds must be pre-deposited into the Evalect Digital deposit wallet, given in the designated Telegram or Whatsapp group chat. Funds will then be confirmed once deposited, either in the Telegram or Whatsapp group chat, or reflected in your account either via the Evalect Digital platform interface or via API;

(ii) Evalect Digital shall then deliver the Counterparty the purchased digital assets to you by transfer on the applicable digital asset network to the whitelisted Counterparty digital asset wallet. If selling digital assets into fiat, Evalect Digital shall then deliver the Counterparty the purchased fiat asset to you by transfer to the whitelisted Counterparty bank account.

(b) On each Settlement Date for each Order where you are selling the Counterparty Sold Digital Assets to Evalect Digital:

(c) cash settled or settled in digital assets (other than the purchased digital assets); and (ii) each Order must be settled either on the Standard or the Extended Settlement Date by Delivery, subject to requirements of Section 3.

(d) In the event an Order is not settled by Delivery on the Standard or the Extended Settlement Date in accordance with this Section 2.2, Evalect Digital shall have the right, in its sole discretion, to charge Fees and apply any Remedies outlined in Section 4.2.

(e) On each Settlement Date, orders may be netted together and settled on a net basis between Counterparty and Evalect Digital.

Fees will be agreed with the Client from time to time on a trade-by-trade basis, unless otherwise indicated, based upon factors including but not limited to transactional volume, instruments traded, available liquidity, time of execution, and venue. In any event all fees will be fully disclosed and agreed with the Client prior to execution.

The Counterparty shall be responsible for payment of all interest, costs and expenses charged to the Counterparty associated with the Counterparty’s account to and use of our services, and the execution and settlement of orders, including but not limited to any fee applied by Evalect Digital to the Counterparty’s outstanding receivables or order. Such Fees shall be calculated and paid within the time periods specified by Evalect Digital.

Customers wishing to solicit Evalect Digital UAB to buy and sell cryptocurrencies must make, within an adequate time, a transfer of funds to the Company client segregation bank account. The funds sent to the Company’s client segregation account will be segregated from the Company’s other funds and bank accounts. The funds must equal the digital asset transaction amount required. We currently receive fiat currency transfers in GBP, EUR, or USD.

Evalect Digital UAB does not act in the capacity of a custodian (unless otherwise agreed to) and shall not hold client money within its Company bank account for longer than is deemed reasonable for client trading activity. Client money held in the Company bank account of Evalect Digital will be automatically re-credited to the designated client account within a reasonable timeframe should no digital asset trade take place. Client money being sent to Evalect Digital, whether fiat or digital assets, and collateral thereof, is subject to section 3.3.

You acknowledge and accept that your digital assets will be segregated from the Company’s digital assets, and/or any other Company’s funds.

You acknowledge and accept that your digital assets will not be segregated form the digital assets of other clients of the Company. The Company may use shared blockchain addresses controlled by the Company to hold digital assets held on behalf of you and the Company shall not have any obligations to use different blockchain addresses to store digital assets owned by you and/or digital assets owned by other clients. Should the company become subject to insolvency proceedings, it is unclear how the digital assets (which are held by the Company at that time) would be treated and what rights you would have to the ownership of the digital assets as opposed to other clients of the Company.

Any website of Evalect Digital and any content therein, as well as any material provided by Evalect Digital to you, the Counterparty (the “Materials”), as well as any communication you have with Evalect Digital and its employees, affiliates or those that are in anyway otherwise connected with the Company should not be considered investment advice in respect of any assets that are available through our services, and should not be construed as a substitute for tailored investment advice. The Materials should not be used as a basis for making any investment decisions and is not intended, as an attempt to market or promote any type of digital assets. The Materials do not constitute an invitation to invest in any digital assets or constitute or form a part of any offer for the sale or subscription of, or any invitation to offer to buy, sell, or subscribe for, any digital assets.

(a) Informing us about an unauthorised or incorrect trade. If you believe that a trade was executed using one of our services was made without your authorisation or was not executed correctly; you must contact us through the channels listed at the end of these Trading Terms and Conditions without undue delay and in any event within 30 days of the date on which the trade occurred.

(b) Where there is an unauthorised trade. We will not refund you where money or digital asset belonging to you (either money you have given us in order to execute a trade or digital asset) has transferred to someone else without your authorisation. What we can do is to assist you in providing the information needed to file a report to Fraud Action, which is a dedicated Police unit fighting fraud and tracing as much as possible the movement of the digital asset on the blockchain. If we suspect you have acted fraudulently, we can decide not to provide any information to you, or we can investigate the circumstances further. You must cooperate with us and law enforcement agencies if we need to involve them. If we carry out an investigation and decide that you acted fraudulently, we reserve the right to offboard your account and terminate this Agreement with you as the Counterparty, and notify the corresponding competent authority.

(c) Where a trade has not been executed or has been executed incorrectly or late. We will refund you where you gave us a Trading Instruction, and we did not execute this, or we sent the digital assets to the wrong wallet address. However, we will not be obliged to refund you in any of the following circumstances; if we executed the trade on time and in accordance with your Trading Instruction. If you gave us incorrect trade execution details, including but not limited to the wallet address, or you want to recover the funds for some other reason, we will make reasonable efforts to recover the funds, including the digital assets. We may charge a reasonable fee, reflective of our efforts, for doing this. If we are unable to recover the funds, including the digital assets, and if you give us a written request for details, we will provide the details we have, including the wallet address where the digital assets have been transferred to; if we had reasonable grounds to delay processing your instruction; if it was not possible for us to process your Trading Instruction due to circumstances beyond our reasonable control.

(d) If you are entitled to a refund. We will credit the amount of the refund (together with any fees we have charged) back to you in the same currency in which the payment was (or was supposed to have been) made. We will not have any other liability to you.

(e) Other circumstances in which we will not be liable. Except where (and to the extent that) the laws and regulations applicable to us say otherwise, we will not be liable to you for; any failure to execute a Trading Instruction or make our services available to you, or any losses or delays in the transmission of messages, when we carry out maintenance or updates or as a result of circumstances which could reasonably be considered to be due to abnormal and unforeseen circumstances or outside our control or due to our obligations under any applicable laws, rules, or regulations; malfunctions in communications facilities which cannot reasonably be considered to be under our control and that may affect the accuracy or timeliness of messages you send to us; any losses or delays in transmission of messages arising out of the use of any internet or telecommunications service provider or caused by any browser or other software which is not under our control; any losses or delays caused by us exercising our lawful rights or performing our obligations under the Agreement or in accordance with law, regulation, a court order or an instruction from an ombudsman, regulator, or government body; errors caused by incomplete or incorrect information provided to us by you or a third-party who is acting on your behalf; any use by you of our services or our website services which is in breach of the terms of this Agreement and these Trading Terms and Conditions; any use by you of our services or our website for a commercial, business or resale purpose. In particular, and without limiting this exclusion, we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity; or any loss or damage which we could not reasonably have foreseen as being likely to occur as a result of something we have done or not done.

(f) Other rules on liability. Nothing in this section excludes or limits liability on our part for death or personal injury resulting from our negligence or for fraud. Where another rule in this section applies, or where the law says you are not liable, you will be liable to us, officers, directors, employees, agents, independent contractors, advertisers, partners, and co-branders from all loss, damage, claims, actions or demands, including reasonable legal fees, arising out of any use by you (or anyone acting on your behalf) of our services, and/or our website which is in breach of your Agreement and/or these Trading Terms and Conditions with us.

We may refuse to process any order or trading instruction or delay processing any such instruction at any time for any of the reasons set out below;

(a) we are not satisfied that we have your consent to process an order for you;

(b) we reasonably believe that you are using (or are allowing someone else to use) our services, our website, in breach of your (or their) Agreement with us and/or these Trading Terms and Conditions, or any applicable laws, rules or regulations, or in furtherance of illegal, fraudulent, or Prohibited activities;

(c) we have reason to believe that processing any such payment, order, or instruction would violate anti-money laundering or counter-terrorism financing laws, rules, and regulations;

(d) we reasonably believe that you are using our services to purchase goods or services from third-parties you do not know or trust or you conduct Prohibited activities or purchase Prohibited goods or services;

(e) you do not provide us with any other information we have reasonably requested from you;

(f) we reasonably believe there may be a fraudulent activity or other financial crime affecting you, or any other person or entity, or any trade;

(g) we are obliged to do so by any law, regulation, court order or instruction from an ombudsman, regulator, or government body;

(h) there is a dispute (which we reasonably believe is genuine) about who owns, or is entitled to, any money or digital asset;

(i) you have broken these Trading Terms and Conditions and/or your Agreement with us in a way that we reasonably believe justifies us in refusing or delaying processing any order or trading instruction, and you have not put this right, or we reasonably believe that executing an order or trading instruction would breach these Trading Terms and Conditions and/or your Agreement with us; or

(j) you are subject to an order relating to your bankruptcy, or you have entered into a voluntary agreement with your creditors.

If the Order is not settled by delivery on the Standard Settlement Date, the Pre-Approved Counterparty (defined hereunder) is automatically on an Extended Settlement Date, that is, a Settlement Date other than one (1) Business Day following the placement of an Order so long as (i) the Order meets the Minimum Transaction Amount, (ii) the selected Settlement Date is within 28 days of the relevant Order being placed, subject to the requirements of this Section 3, and (iii) the Counterparty is a legal entity.

(a) If the Counterparty is applicable for collateral accounts with Evalect Digital for specific trading with Evalect Digital, you must have completed and submitted all information and documentation required by Evalect Digital, as determined in Evalect Digital’s sole discretion, for Evalect Digital to complete a due diligence process on you. If Evalect Digital approves you for a collateral account, Evalect Digital will assign to you, in its sole discretion, a credit limit amount, and a margin amount, which will govern your permissions you’re your collateral account. Evalect Digital may, in its sole discretion, decline to enrol you with a collateral account, or condition or limit your account at any time, which, includes and is not limited to, the credit limit or trading margin amount Evalect Digital assigns to each approved Counterparty, which assets may be eligible for the collateral account, and the acceptable forms of as collateral. Evalect Digital may also suspend or terminate your collateral account at any time, subject to section 4.

(b) If you are approved to participate in the Program, Evalect Digital will identify the Collateral Account to you that will hold any Collateral posted pursuant to Section 3.3. Collateral must be posted to the Collateral Account with respect to the Order(s), consistent with the Required Collateral Ratio determined and updated by and at the sole discretion of Evalect Digital and provided to you with your Confirmation or otherwise communicated to you.

(a) Subject to section 4, each order made with the collateral account shall be settled by delivery in accordance with section 2.2 within the Extended Settlement Date. Once an order is made, the approved Counterparty shall pay interest to Evalect Digital due at the end of the calendar month during which each order was placed, regardless of when each order was placed. Such interest will be accrued in daily increments based on the approved Counterparty's daily outstanding position and calculated solely by Evalect Digital. The interest rate will be available to the approved Counterparty at the time of trading and may vary from time to time based on availability of the asset and prevailing market conditions. You shall post collateral to the collateral account owned by Evalect Digital. The collateral held in the collateral account with respect to your order, as set forth herein, shall be security for your obligations in respect of any outstanding receivables and for any of your other obligations to Evalect Digital or any of its affiliates hereunder or in any other agreement. You hereby pledge with, assign to, and grant Evalect Digital a continuing first priority security interest in, and a lien upon, the collateral, which shall cease upon the return of such collateral in accordance with section 3.4.

(b) Any collateral transferred to the collateral account shall be held in Evalect Digital’s own name and interest and not custodied on your behalf, and Evalect Digital shall have full rights and use over such collateral. Your rights to any such collateral are limited to the rights specifically created under these Trading Terms. In addition to the rights and remedies given to Evalect Digital hereunder, Evalect Digital shall have all rights and remedies of a secured party to the fullest extent under any applicable laws. Nonetheless, Evalect Digital may elect to submit any filings under FNTT or international equivalents thereof with such election not waiving any rights by Evalect Digital to simultaneously assert perfection by possession.

(c) Prior to the Extended Settlement Date with respect to any order made with the collateral account, you agree and affirm Evalect Digital’s entitlement to Rehypothecate the collateral. Such entitlement of Collateral shall not relieve you or Evalect Digital of any of its obligations hereunder.

(d) In the event Evalect Digital decides to stake the collateral, you may earn a reward granted by that collateral’s network. Rewards are determined by the protocols of the applicable network. Evalect Digital will credit your account for any earned rewards after receipt by Evalect Digital, minus a commission. The current commission for each staking digital asset is pre-determined by Evalect Digital. Evalect Digital may change these commissions at any time, including after the collateral has been staked.

(a) Additional Collateral. If during the Term of your Agreement with Evalect Digital, the Collateral Ratio for an order falls below the required Collateral Ratio for that order, Evalect Digital shall have the right to require you to contribute additional collateral so that the Collateral Ratio is equal to Required Collateral Ratio with respect to that order (“Additional Collateral”). In the event the value of the Collateral Ratio for an order increases above the Required Collateral Ratio for that Order, Evalect Digital may, at its sole discretion, return a portion of the Collateral to you in an amount determined by Evalect Digital but in no event more than the amount of collateral that you have transferred to the Collateral Account (excluding the outstanding payables for that order); however, in such an event, Evalect Digital reserves its rights for the remainder of the time until the Settlement Date to request you contribute additional collateral if required under this Section 3.4 (a). The collateral with respect to each order will be determined and calculated, on Evalect Digital's sole discretion, on an order by order basis or on an aggregate basis with respect to all credit amounts extended to you by Evalect Digital.

(b) First Notification. If Evalect Digital requires you to contribute additional collateral, it shall send a notification (the “First Notification”) to you via your designated Telegram or Whatsapp group, or Evalect Digital web platform, or other mutually agreed upon method of communication that sets forth: (i) the value of the outstanding receivables, (ii) the value of the collateral, (iii) the required collateral ratio, and (iv) the amount of additional collateral required based on the required collateral ratio. You shall have 6 hours from the time Evalect Digital sends such First Notification to (x) respond and send the additional collateral to Evalect Digital, or (y) respond that the collateral ratio has increased sufficiently such that it is no longer below the required collateral ratio. If Evalect Digital agrees in writing that your response according to (y) above is correct, then no other action is required by you. If Evalect Digital fails to agree in writing with your response in accordance with (y) by end of Business Hours that same day, such shall be deemed as Evalect Digital’s rejection of your response and a re-statement of Evalect Digital’s original demand for you to contribute additional collateral.

(c) Second Notification. If you fail to respond to the first notification within 6 hours, or Evalect Digital rejects your response pursuant to (y) in the preceding paragraph, whether affirmatively by email or by non-reply as set forth above, Evalect Digital shall send you a second notification (the “Second Notification”) repeating the information in provisions (i) – (iv) in the preceding paragraph. You shall have two hours from the time Evalect Digital sends the Second Notification to respond according to (x) or (y) in the preceding paragraph, and Evalect Digital has the right to accept or reject your response in the same manner as set forth in the preceding paragraph. Upon Evalect Digital’s rejection of your response to the Second Notification, whether affirmatively by email or by non-reply by the end of Business Hours that same day, you shall make immediate payment of Additional Collateral. Failure to provide Additional Collateral, or failure by you to respond to either the First Notification or the Second Notification, shall give Evalect Digital the option to declare an Event of Default under Section 4.2 below. You acknowledge that your obligations hereunder, including those in this Section 3.4, continue regardless of Evalect Digital’s request for Additional Collateral and your acceptance or rejection of the same.

(d) If the Collateral Ratio falls below the threshold of 100%, or another percent limit as determined and communicated by Evalect Digital in its sole discretion, of the total value of any unsettled orders (“the Liquidation Limit”), Evalect Digital has the right, in its sole judgment and discretion, to automatically and without prior notice, cancel any unsettled orders, declare an event of default, liquidate, hedge, or otherwise convert the collateral, the unsettled order, or any asset related to the unsettled order.

(e) Payment of the Additional Collateral. Payment of the additional collateral shall be made by bank wire or digital assets network, as applicable, to the collateral account.

(f) Return of Collateral. Upon your settlement of an order (thereby satisfying your outstanding receivables with respect to that order), Evalect Digital shall initiate the return of the collateral you contributed to the collateral account with respect to that order within one business day to the whitelisted Counterparty bank account or the whitelisted Counterparty digital assets wallet, as applicable.

You understand and agree that any of the following events shall constitute an event of default hereunder, and shall be herein referred to as an “Event of Default” or “Events of Default.” If you have an event of default with respect to one order, Evalect Digital will deem such event of default to be with respect to all of your unsettled orders. You must notify Evalect Digital promptly upon becoming aware of any of the following events of default.

If you are subject to an Event of Default:

You can terminate your account and this Agreement on one month’s written notice, written to us either in the designated Telegram or Whatsapp group, or by email to [email protected]. This would mean you would be offboarded as a client of Evalect Digital, and you would need to apply for an account via the onboarding procedure again if you wished to use our services again. We can terminate your account and the agreement with you with immediate effect for any cause we feel necessary to do so. In the case of termination, you will be unable to access any of our services, and any live services you were using or utilising would be switched off.

We can also terminate the Agreement with you and your account with us with immediate effect if you:

(a) become, or we reasonably believe or become aware you are likely to become, insolvent or are declared bankrupt;

(b) have broken the terms of your Agreement or these Trading Terms and Conditions with us in a serious way, and (where it is possible to put this right) you have not put this right within a reasonable period of time requested by us;

(c) through any means of communication intimidate, harass, or threaten us, our employees, officers, agents, service providers or customers with violence, property damage or any other offensive, indecent, discriminatory, or hateful material;

(d) breach or attempt to breach the security of our website or our services (including, but not limited to, modifying, or attempting to modify any information; unauthorised log-ins, unauthorised data access or deletion; interfering with the service, system, host, or network; reverse engineering of any kind; spamming; hacking; falsifying data; introducing viruses, trojan horses, worms or other destructive or damaging programs or engines; or testing security in any way); or

(e) are, in our reasonable belief, using any of our services in connection with fraudulent, illegal, unethical, immoral, or prohibited activity, or to promote or support discriminatory, extreme, or offensive practices, or permitting or encouraging a third party to do any of these things.

(f) we are obliged to do so by law, regulation, a court order, or the instructions of an ombudsman, regulatory or government body, or we reasonably believe that a court order is, or instructions from an ombudsman, regulatory or government body are, likely to be given; or

(g) we reasonably believe that the way in which you are using some or all of our services might expose us to any sanction, penalty, fine, censure, direction or order from any court, ombudsman, regulatory or government body, unless we terminate your Agreement with us with immediate effect.

Termination of this Agreement with us and your account with us will not affect any claims that you have against us or that we have against you, which arose before the date of termination. For example, we have the right to demand payment of any Trading or Service Fees for our services provided prior to termination.

You, and your Designated Traders on behalf of the Counterparty, are prohibited from engaging in abusive trading practices. You may not intentionally or recklessly submit or enter into any order other than in good faith for the purpose of executing such order. You may not intentionally or recklessly submit or enter into any order unless you have sufficient funds to deliver. You may not engage, or attempt to engage in any activity that operates to defraud Evalect Digital or any other person, or provide any false, inaccurate or misleading information to Evalect Digital.

You may not transmit through our services any communication that may affect or tend to affect the price of any digital asset knowing, or acting in reckless disregard of, the fact that such information is false, misleading or inaccurate;

You may not engage in any market manipulation, including any actions taken by you or a person acting in concert with you which is intended to:

You may not aid, abet, enable, finance, support, or endorse any of the above.

You acknowledge and accept each of the following:

(a) Risk appetite. All digital assets traded with Evalect Digital carry a high degree of risk to your capital. They are not suited to all investors, so please ensure that you fully understand the risks involved and seek independent advice if necessary. The future market price for a digital asset will move up or down or even sustain a market value is a speculation and unknowable. Digital asset prices are affected by numerous factors, including supply, liquidity of trading platforms, counterparties and exchanges, concerns about any perceived manipulation of the price and the safety of the digital assets, market perceptions of the value of digital assets as an investment, a shifting regulatory landscape, political and economic uncertainties around the world, and the changes exhibited by an early-stage technological innovation. A central risk of trading in digital assets is the rapid fluctuation in their market prices. Digital asset prices have been subject to periods of extreme volatility, including daily volatility in excess of twenty percent (20%). Such periods of extreme volatility can be expected to recur. The value of investments in digital assets and the income from them may go down as well as up. Changes in the rate of exchange may have an adverse effect on the value, price, and income. In some instances, the investor may get back less than he or she invested.

(b) Not Legal Tender. Digital assets are a relatively new asset class based on evolving early-stage technological innovations. Digital assets are not legal tender and the value of digital assets is based on the perceived intrinsic value determined by the parties to a digital asset transaction.

(c) Cybersecurity. The digital nature of digital assets and the digital asset markets makes them attractive targets for theft, hacking, cyber-attacks and data breaches. Market prices for digital assets can be volatile and highly unpredictable. Whether distributed ledgers may not be immutable and thus the transaction records thereon are subject to the risk of being altered. Additionally, access to digital asset is generally dependent on the possession of a unique private key relating to the local or online digital wallet in which the digital asset is held, and that private key may not be capable of being restored if lost. Any such cybersecurity event or loss of a private key with respect to a digital asset you own could result in immediate and irreversible loss for you. Even a minor cybersecurity event impacting a digital asset is likely to result in downward price pressure on such digital assets and potentially other digital assets.

(d) Designated Settlement Date Program and Leverage. Under the Program, you are not required to Deliver the Purchase Price or the Counterparty Sold Digital Assets (as applicable) until the Settlement Date, but you may be required to post Collateral (in the form of fiat currency or digital assets) to secure your obligation to deliver. This means that an order for which you are not required to post collateral equal to your delivery obligation will provide leverage until your order is settled. While leverage potentially creates the opportunity to participate in greater returns or achieve more diversification associated with greater exposure, it also creates exposure to potential increased losses. Leverage increases both the possibilities for profit and the risk of loss, and the volatility of your exposure to digital assets may be significantly greater than would otherwise be the case without leverage. If any digital assets in your collateral account declines in value, you may be issued a collateral call to contribute additional collateral, and your failure to satisfy a collateral call would be an event of default. Leveraged trading is not suitable for everyone. You should examine your financial resources and risk tolerance to determine whether incurring leverage is appropriate for you.

(e) Regulatory Landscape. The regulatory environment for cryptocurrencies is constantly evolving. While many digital asset derivatives, including futures, are regulated by the FNTT and through MiCAR, and certain participants in the digital assets industry are subject to other regulations, the underlying digital assets themselves may not be subject to FNTT regulatory oversight other than general anti-fraud and anti-manipulation authority when traded on a spot basis. The Republic of Lithuania and other applicable jurisdictions may in the future adopt new laws, regulations or directives affecting digital assets, digital asset networks and their users, which may impact the price of digital assets and their acceptance by users, merchants and service providers.

In order to perform its obligations under the Agreement, including to process the sale or purchase (as the case may be), transfer and delivery of the Counterparty Sold Digital Assets or the Counterparty Purchased Digital Assets, respectively, Evalect Digital is authorised to collect, use, disclose, share, transmit, deliver and process to one or more third parties (which may include prospective buyers and sellers, banks and other financial institutions, OTC trading desks of third parties, governmental authorities and Evalect Digital’s partners) any of your information and other documents and information, including personally identifiable information as defined under applicable EU privacy laws such as GDPR. You hereby consent to such collection, use, disclosure, sharing, transmission, delivery and processing described in this section.

(a) Our Services and our Website, and the content, and all intellectual property relating to them and contained in them (including but not limited to copyrights, patents, database rights, trademarks, and service marks) are owned by UAB Evalect Digital, our affiliates, or third parties. All rights, titles, and interest in and to our Service and our Website will remain UAB Evalect Digital’s property.

(b) Our services and our website may be used only for the purposes permitted by these Trading Terms and Conditions or described in our policies. You are authorised solely to view and to retain a copy of the pages of the website for your own personal use. You may not duplicate, publish, modify, create derivative works from, participate in the transfer or sale of, post on the internet, or in any way distribute or exploit our Services or our Website or any portion of it for any public or commercial use without our express written permission. You may not: (i) use any robot, spider, scraper, or other automated devices to access our services or website; and/or (ii) remove or alter any copyright, trademark or other proprietary notice or legend displayed on the Website (or printed pages of the Website).

(c) The name “Evalect Digital” and other names and indicia of ownership of Evalect Digital’s products and/or services referred to in our services or website are our exclusive marks or the exclusive marks of other third parties. Other products, services and company names appearing on the Website may be trademarks of their respective owners, and therefore you should not use, copy, or reproduce them in any way.

No Party shall be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God, pandemics, quarantines, wars, riots, civil disorders, rebellions or revolutions, failure of telecommunications carriers or any other similar cause beyond the reasonable control of such Party; provided, that the non-performing Party is without fault in failing to prevent or causing such default or delay, and such default or delay cannot reasonably be circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means. In such event the non-performing Party shall be excused from further performance or observance of the obligation(s) so affected for as long as such circumstances prevail, and such Party continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. Any Party so prevented, hindered, or delayed in its performance shall promptly notify the Party to whom performance is due and describe at a reasonable level of detail the circumstances of such force majeure event.

We can change, remove, vary, or add to any of the terms of our Agreement with you at any time. These changes may include, but not be limited to; changing or withdrawing any part of our Services; introducing new services, which will then form part of our Services; introducing a new Trading or Service Fee or charge; or increasing, decreasing, or abolishing an existing Trading or Service Fee or charge.

We can make changes to the Agreement for any of the following reasons; to reflect any change in law, regulation, codes of practice or guidance, or a recommendation, decision or order of a court, ombudsman, regulator or government body, or new statements, codes of practice or industry guidance designed to enhance consumer protection; to reflect any changes in our business organisation (for example, if we merge with another organisation or transfer our business to another organisation) or the Service Providers we use; to provide you with extra benefits or additional services; to reflect (in a proportionate way) changes in our costs in providing our services, for example, changes in market conditions, technology costs, inflation and/or the costs of providing facilities; to reflect (in a proportionate way) any cost associated with any new product or service we introduce, or any new feature on an existing product or service, or any change in the Service Providers we use; and to make the terms clearer or fairer to you or to benefit you.

We can also introduce, increase, decrease or abolish trading limits for certain types of trades executed for you using our Services from time to time. We may do this for any of the following reasons: to comply with the law, regulation, codes of practice or guidance, or a recommendation, decision or order of a court, ombudsman, regulator or government body, or new statements, codes of practice or industry guidance designed to enhance consumer protection and/or the security of payment and financial systems; to take account of and address (as a prudent institution) risks we have identified in the payments that our customers are receiving or trades carrying out, or to anticipate any such risks arising; or to reduce the risks of financial crime.

We may publish details of trading limits on our website, or in our policies, or details may be available from us on request. Whenever we decide to make a change, we will act reasonably, and any change will be proportionate to the circumstances giving rise to the change. As our Agreement and these Trading Terms and Conditions with you may last for a long time, and we cannot anticipate everything that might happen during that time, we may also need to make changes for other justifiable reasons. If we do so, we will explain the reason to you when we tell you about the change.

The following are circumstances where we can make a change to the Agreement more quickly (including immediately) without giving you prior notice. In these circumstances, you will not have the right to close your account without giving the usual notice. The circumstances are; where we are obliged to make the change due to compliance with the law, regulation, codes of practice or guidance, or a recommendation, decision or order of a court, ombudsman, regulator or government body, or new statements, codes of practice or industry guidance designed to enhance consumer protection; where we are obliged to introduce, increase, decrease or abolish a transaction limit urgently for any of the reasons explained. In addition, we may not be able to give you notice of the change where we reasonably believe doing so might compromise the security of our systems; where we introduce a new service or functionality (and even if we introduce new charges for that service), provided the introduction of the new service does not affect your use of our existing services; or in the case of all other changes we can make the change immediately, without giving you personal notice. Instead, we will update the copy of the Agreement and these Trading Terms and Conditions on our website.

Our failure to exercise or enforce any right or provision of the Agreement and these Trading Terms and Conditions will not constitute a waiver of such right or provision.

You cannot transfer any of your rights under this Agreement. We can assign all or any of our rights under this Agreement to another person. We may also transfer all or any of our obligations, but only to someone we reasonably consider capable of performing them.

The Agreement formed of these Trading Terms and Conditions, agreed to by you constitutes the entire agreement between us and supersedes all prior understandings or agreements relating to the subject matter of this Agreement and Trading Terms and Conditions.

If any provision of this Agreement and these Trading Terms and Conditions is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavour to give appropriately valid effect to the intention of this Agreement and these Trading Terms and Conditions as reflected in the provision, and the other provisions of this Agreement and these Trading Terms and Conditions will remain in full force and effect.

This Agreement and any claim or dispute that has arisen or may arise between you and Evalect Digital shall be governed by the Republic of Lithuania law, and the courts of Lithuania, governed by the FNTT, without regard to the principles of conflicts of law thereof.

In addition to the capitalised terms defined elsewhere in these Trading Terms or the Agreement, the following capitalised terms shall have the following meanings:

“API” means any data transfer application program interface approved by Evalect Digital to access the Services.

“Authorised Trader” shall mean any trader or authorised user who has onboarded with Evalect Digital and has access to the Counterparty’s account, by means of Power of Attorney or an acceptable other means of authorisation, with Evalect Digital.

“Business Day” means a day on which Evalect Digital is open for business, following the European Parliament ECA calendar of holidays.

“Business Hours” means between the hours of 9:00 am and 6:00 pm CET time on a Business Day.

“Collections Agent” means an individual or firm appointed by Evalect Digital to recover Outstanding Receivables.

“Collateral” means with respect to an Order (i) the Outstanding Payable and (ii) any digital asset or Fiat Currency contributed by the Counterparty held by Evalect Digital on behalf of Counterparty in a Collateral Account. Collateral shall always be valued in Euros, but Counterparty may, if mutually agreed by both parties, deposit the Collateral described by clause (ii) (in whole or in part) to Evalect Digital in digital assets in an amount equal to the value of the Collateral in Euros at a spot rate determined by Evalect Digital.

“Collateral Account” means (i) with respect to Collateral that is Fiat Currency a non-custodial account established by Evalect Digital at a bank and identified to Counterparty by Evalect Digital, and (ii) with respect to digital asset Collateral, the Evalect Digital Wallet with a book entry on Evalect Digital’s records identifying the Collateral as Counterparty’s, in each case for the purpose of the Counterparty posting Collateral under the Program. Evalect Digital will have all right, title, interest in or control over such bank account and wallet and the Collateral held therein until such Collateral is released in accordance with these Trading Terms.

“Collateral Ratio” means, with respect to an Order, a ratio, the numerator of which is the Collateral for that Order and the denominator of which is the Outstanding Receivable for that Order.

“Confirmation” means the written record of all the terms of an agreed upon Order sent by Evalect Digital to the Counterparty pursuant to Section 2.2.

“Counterparty Bank Account” means the bank account designated by Counterparty in Exhibit A attached to the Agreement for Delivery of Fiat Currency in settlement of an Order and in which Evalect Digital (including any of Evalect Digital’s affiliates or other persons acting in concert with Evalect Digital on a similar basis) has no right, title, interest in or control over such account or the assets contained therein.

“Counterparty Purchased Digital Asset” means the number and type of digital asset Counterparty is obligated to purchase from Evalect Digital pursuant to an Order.

“Counterparty Sold Digital Asset” means the number and type of digital asset Counterparty is obligated to sell to Evalect Digital pursuant to an Order.

“Counterparty Wallet” means Counterparty’s applicable blockchain address, designated by Counterparty in Exhibit A attached to the Agreement, or otherwise communicated in writing to Evalect Digital, for Delivery of the designated digital asset in settlement of an Order and in which Evalect Digital (including any of Evalect Digital’s affiliates or other persons acting in concert with Evalect Digital on a similar basis) has no right, title, interest in or control over such wallet or the digital assets contained therein.

“Deliver” (including the correlative terms “Delivered” and “Delivery”) means: (i) with respect to payment in Fiat Currency, the transfer in immediately available Fiat Currency to the Evalect Digital Bank Account or the Counterparty Bank Account, as applicable; and (ii) with respect to cryptocurrencies, the transfer of the relevant digital asset on the applicable Digital Asset Network to the Evalect Digital Wallet or the Counterparty Wallet, as applicable; and (iii) in the case of both the foregoing (i) and (ii) that results in Evalect Digital or Counterparty, as applicable, securing (A) possession and control of the entire quantity of Fiat Currency or digital asset, as applicable (whether purchased pursuant to Section 2 or Section 3 of these Trading Terms), and (B) the ability to use the entire quantity of Fiat Currency or digital asset, as applicable, freely in commerce (away from any of the Services) on the Settlement Date and at all times thereafter. Evalect Digital will deem cryptocurrencies Delivered if, on the Settlement Date there is a record on the relevant public distributed ledger or blockchain address of the transfer of the relevant digital asset, whereby the entire quantity of the purchased digital assets, including any portion purchased pursuant to Section 3 of these Trading Terms, is transferred from the seller’s blockchain address to the purchaser’s blockchain address, over which the purchaser maintains sole possession and control.

“Designated Trader” shall mean any trader or authorised user who has onboarded with Evalect Digital and has access to the Counterparty’s account, by means of Power of Attorney or an acceptable other means of authorisation, with Evalect Digital.

“Digital Asset” means an asset that is created and stored digitally, is identifiable and discoverable, and has or provides value. This includes peer to peer cryptocurrencies and other tokenised assets of which Evalect Digital can provide access to.

“Digital Asset Network” means the peer-to-peer computer network that governs the transfer of the applicable cryptocurrency or digital asset.

“Extended Settlement Date” shall mean the settlement of an Order by Delivery within twenty-eight (28) days from the placement of such Order, pursuant to the Program outlined on Section 3 of these Trading Terms.

“Evalect Digital Bank Account” means the bank account provided by Evalect Digital to Counterparty for Delivery of Fiat Currency in settlement of an Order and in which Counterparty (including any of Counterparty’s affiliates or other persons acting in concert with Counterparty on a similar basis) has no right, title, interest in or control over such account or the currency contained therein.

“Evalect Digital Wallet” means Evalect Digital’s applicable blockchain address, to be provided by Evalect Digital to Counterparty for Delivery of the designated digital asset in settlement of an Order and in which Counterparty (including any of Counterparty’s affiliates or other persons acting in concert with Counterparty on a similar basis) has no right, title, interest in or control over such wallet or the digital assets contained therein.

“Fees” has the meaning set forth in Section 2 of the Agreement.

“Fiat Currency” means a medium of exchange that operates as legal tender in one or more jurisdictions, such as the Euro.

“Interest” means the interest rate paid by Pre-Approved Counterparty to Evalect Digital when an Order is settled by Delivery within the Extended Delivery Date.

“Minimum Transaction Amount” means a minimum trade size, solely determined by Evalect Digital, for an order to be eligible for any of our services.

“Order” means each order sent by Counterparty and duly confirmed by Evalect Digital via a Confirmation, as set forth in Section 2.1, setting forth, among other things, the number of Counterparty Purchased Digital Assets or the number of Counterparty Sold Digital Assets, the price per applicable digital asset and the Purchase Price.

“Outstanding Payable” means any assets (whether Fiat Currency, digital asset, or other assets) owed by Evalect Digital to Counterparty under Counterparty’s Orders under the Program.

“Outstanding Receivables” means any assets (whether Fiat Currency, digital asset, or other assets) owed by the Counterparty to Evalect Digital under Counterparty’s Orders under the Program.

“Person” means any individual, corporation, partnership, association, limited liability company, trust, estate or other entity, either individually or collectively.

“Purchase Price” means the price per applicable digital asset set forth in an Order multiplied by the number of such digital assets set forth in such Order.

“Rehypothecate” means to sell, pledge, rehypothecate, assign, invest, use, commingle, stake or otherwise dispose of, or otherwise use in its business any Collateral it holds, free from any claim or right of any nature whatsoever of the Counterparty, including any equity or right of redemption by the Counterparty.

“Required Collateral Ratio” means, with respect to an Order, the ratio of Collateral to Outstanding Receivables required with respect to that Order, as determined by Evalect Digital in its discretion.

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the European Union, and those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury, and any other relevant governmental authority.

“Sanctions Target” means any Person that is the target of Sanctions Laws, including any Person: (i) included on any list of designated persons maintained by any governmental agency or regulatory authority under Sanctions Laws, including both the List of Specially Designated Nationals and Blocked Persons and the List of Foreign Sanctions Evaders maintained by the European Union, as well as the U.S. Office of Foreign Assets Control of the U.S. Department of Treasury, (ii) organised, located or resident in a country or territory subject to comprehensive sanctions or (iii) owned or controlled by any person described in the preceding clauses (i) or (ii).

“Settlement Date” shall mean the Standard Settlement Date or the Extended Settlement Date.

“Services” shall mean any and all services provided by Evalect Digital to the Counterparty.

“Standard Settlement Date” shall mean the Settlement of an Order by Delivery within one (1) Business Day from the placement of such Order.

Questions, notices, and requests for refunds or further information should be sent to Evalect Digital by email at [email protected]

or by post to: Evalect Digital UAB, attn: Customer Support Service, Eišiškių sodų 18-oji g. 11, Vilnius, Lithuania