This Agreement is an agreement entered into by and between You and the Advertiser on the Platform in connection with the trading of "target digital assets" on the HTX OTC Platform (hereinafter referred to as "the Platform") using the one-click trading function and shall be legally binding on both parties hereto.

Important reminders:

• You confirm and agree that upon Your clicking and checking the "I already acknowledge and agree to the One-Click Trading Service Agreement" button on this interface and clicking to purchase, it shall be deemed that You have agreed to sign this Agreement, and this Agreement will be binding on You.
• The digital assets You want to trade in are subject to an extremely high degree of risks and significant market price fluctuations. Therefore, You may face losses at any time. In view of this, You are advised to make prudent judgments and rational trading decisions on the basis of Your own financial situation.
• As an independent third party, the Platform shall not be held jointly or severally liable for the losses caused to You by the Advertisers on the Platform or any other third party.
• You acknowledge and understand that price quotations under this Agreement are provided to You by the Advertiser or a third party team in a timely manner on the basis of actual market situation and are subject to a time limitation. Where Your transaction exceeds the prescribed time limit or encounters any system failure, the corresponding quotation may become invalid. If You are the buyer, the first-step transaction order in the order underlying such transaction that has been completed by then will become irrevocable, and in this case, the payment that you have made by then for Your purchase cannot be refunded to You; if You are the seller, and You fail to issue the purchased currency after the time limit expires or the Buyer fails to cancel the order within the time limit, initial operations relating to the order cannot be canceled, i.e., the system will automatically convert Your digital assets underlying the transaction into USDT according to the final deadline of the quotation time limit.

 

Article I Service Description

Before the commencement of a transaction, You must fully understand the following procedures and steps, and when You use the functions of the Services hereunder for the first time, You should carefully read the service instructions presented in the pop-up window. Once You click on the "Buy" or "Sell" button on the HTX OTC Platform, You will be deemed as having understood and accepted the Service Description and the reminders under this Agreement.

You acknowledge and agree that although Your transaction in digital assets is completed through independent negotiations by and between You and Your transaction partner, in view of the fact that the reference unit prices You use in Your transaction are from the comprehensive quotations by the Advertiser and the third party team, and the fact that actual service will also be divided into two orders and carried out in steps according to the direction of your transaction, therefore:

(i)When You "buy-in", Your order will be divided into the following two steps

Step 1: You should use funding from a legitimate source to purchase digital asset USDT from the Advertiser on the Platform.

Step 2: The Advertiser on the Platform and the third-party team will exchange USDT for the type of digital asset You need to purchase according to Your needs.

(2) When You "sell", the order will be divided into the following two steps:

Step 1: The currency that Your transaction is in will be converted into USDT digital assets by the third party team according to Your needs.

Step 2: You sell and release the USDT to the Advertiser.

Article II Transaction Process

2.1 Quotation Confirmation

2.1.1 You enter the amount or quantity of the transaction in the corresponding interface, and in response, the Platform system will present to you the quotation for the target digital assets You intend to buy or sell directly. The quotation is generated by combining two parts: the price in the case of buying and selling USDT with funds and the price of converting USDT into the underlying digital asset.

2.1.1.1 More specifically, when You are the buyer: if You buy USDT with money, the price shall be based on the quotation unilaterally provided by the Advertiser on the Platform, and if You intend to purchase the target digital assets with USDT, the price is based on the quotation provided by the third party team.

2.1.1.2 If You are the seller: the price of the target digital assets converted into USDT is the quotation provided by the third party team. The price of USDT you sell to the advertiser is the best price quoted by the advertiser according to your demand instructions.

2.1.2 The maximum term of effectiveness of the current quotation, i.e., the length of time after You receive the quotation after entering the quantity or amount of Your transaction and before You actually click on the button of "Buy" or "Sell" shall be one(1) minute. If You click on the button of “Buy” after the term expires, You will receive a notice that the quotation has become invalid. In this case, if You still need to buy, You need to reconsider whether to accept the new quotation or not.

2.2 Order Generation

After You click and check the button “I acknowledge and approve this Agreement”,  confirm the quotation and click on the button of "Buy" or "Sell" to buy or sell the target digital assets, Your order will be placed successfully, and the order will be displayed as an order for directly buying or selling the target digital assets. However, in order to ensure the integrity of the Platform's record of the transaction process, the order will be entered into the records of the back-office system of HTX OTC Platform based on the actual steps of the order, i.e. for the Advertiser, the order will be presented as an order for selling or purchasing USDT (at the same time, it will also be indicated that You are engaging in the transaction of the target digital assets) and order for conversion between USDT and the target digital assets.

2.3 Order Completion

2.3.1 If You are the buyer, You must know the following after You complete the payment to the Advertiser in the transaction order and click on the button "Payment Completed": the USDT released by the Advertiser after it receives the payment will not be directly transferred to Your account; instead, they will be directly transferred to Your account after the Advertiser, according to Your transaction needs, converts the USDT into the target digital assets with the third-party team, and such target digital assets so converted will be directly transferred into Your account.

When You are the seller, the USDT that are converted from digital assets involved in Your transaction during the first step of Your transaction order will not be transferred into Your Account, and will instead be locked up in the Platform. You receive the payment from the Advertiser, such USDT will be directly released to the Advertiser according to Your transaction needs.

2.3.2 You should pay special attention to the following: as a high-risk variety of products, the target digital assets are subject to significant price fluctuations at any time. Therefore, in order to ensure the time limit of transaction and the relative fairness of price, the time limitation of the quotation for the target digital assets which You click to buy or sell shall be twenty (20) minutes (i.e. the time between the completion of Your order and the deposit of the currency should be kept within twenty(20) minutes).

2.3.2.1 If the length of time between the time of price quotation and order placement for the target digital assets You buy or sell and the time when the currency is released and the transaction is completed in less than twenty (20) minutes, such transaction will be completed normally and immediately on the basis of the existing quotation. In this case, the target assets You purchase or sell will be released and transferred to Your account or the Advertiser's account respectively.

2.3.2.2 When You are the buyer: If the length of time between the time when You place Your order and the time when the Advertiser releases the currency exceeds twenty(20) minutes, the quotation offered by the third party team for the target digital assets will become invalid. In this case, the order will be indicated as "Price Invalid" and You will receive a notice in the form of a short text message/email. You can return to the order page and choose to obtain a new quotation to continue with the transaction; if You do not accept the new quotation, You will directly receive USDT purchased in the first transaction, i.e. the fund You use in Your purchase cannot be refunded, and part of the order that has been completed will be irrevocable.

When You are the seller: if the length of time between the time when You place your order and the time when the currency is released exceeds twenty (20) minutes, and the Advertiser has not canceled the order by then, the system will convert the digital assets You sell into USDT by default upon expiration of the twenty-minute time limit;  where it is found out through proper verification after such conversion that the Advertiser has effected the payment, yet you fail to release the currency within twenty (20) minutes after You receive the full payment from the Advertiser, the Platform shall have the right to intervene according to OTC trading rules after the other party lodges a complaint. If the order is canceled within the said 20-minute time limit due to factors attributable to the Advertiser, the digital assets sold by You cannot be returned, as they have already been converted into USDT upon expiration of the 20-minute time limit. In this case, the system will return to You an equivalent amount of USDT that would have been sold to the Advertiser.

 2.3.2.3 Special Circumstances: even if the length of time starting from the time when Your order to buy/sell the target digital assets is placed and ending on the time when the currency is released is less than twenty (20) minutes, Your order may also be forcefully indicated as "Price Invalid" and processed in accordance with the preceding clause, when a deal cannot be reached on the basis of the agreed price due to technical problems with the system or other reasons.

Article III Exemption and Limitation of Liability

3.1 Where the Advertiser mistakenly chooses to release the currency in the course of the transaction before it receives Your payment, any and all losses therefrom shall be borne by the Advertiser exclusively, and in this case, the Advertiser shall not have the right to claim any compensation from the Platform; in the event that the Advertiser effects the payment without receiving the digital assets released by You as consideration, any and all losses that the Advertiser may sustain therefrom shall be borne by You exclusively.

3.2 Due to such factors as technical problems with the system of the Platform, or due to failure by the seller to release the currency within the time limit, or failure by the buyer to cancel the order within the time limit, quotations favorable to You may become invalid and the first step of the order that has been completed by then may become irrevocable. You confirm that you understand and accept the aforementioned situations, under which the Platform shall not be held liable for any losses or negative consequences therefrom that You may be subject to.

3.3 In the event of any extreme development in market situations, or any extremely significant fluctuations in the price of the target digital assets, if You collude with the Advertiser to engage in any malicious profiteering scheme (i.e., deliberately blocking the proceeding of any order if the quotation is unfavorable), and such scheme is verified and confirmed by the Platform, the Advertiser shall agree that that the Platform can adopt measures against the Advertiser, including but not limited to a deduction of corresponding credit points thereof, restriction of some functions of the Advertiser's account, etc.

3.4 You should know that the target digital assets You intend to purchase are a high-risk product issued by a minority project owner, and its price is extremely vulnerable to influence from the operation of such project owner and market-related factors. If Your investment is partially or totally lost due to factors attributable to the project owner or negative factors related thereto, all such risks shall be borne by You exclusively, and the Platform shall not be held liable in any manner whatsoever.

3.5 During the entire transaction process, the Platform will not participate in the process of transaction and exchange between You and the Advertiser and the third party team. In case of any problem arising from any of the above transaction stages, both parties shall negotiate and resolve the problem by and between themselves. The Platform will not be held jointly liable for any problems arising therefrom, and neither party may hold the Platform accountable.

3.6 You need to ensure that the funding and assets underlying Your transaction are from legal sources. You also promise to abide by the relevant transaction rules, anti-money laundering policies and regulations of the Platform, as well as laws and regulations of relevant countries. If Your transaction is suspected of money laundering or any other illegal trading practice, all parties concerned shall have the right to lodge complaints to the Platform or request the Platform to intervene and investigate, and even impose on You a number of punishments, including, but not limited to, limiting or freezing the account involved in such illegal trading, and notifying the competent authorities. You confirm that You will not hold the Platform liable for any loss or negative consequence caused to You by the aforementioned measures.

 

Article IV Miscellaneous

4.1 This Agreement shall come into force on the date when it is duly released and will be modified or amended from time to time. Such modification or amendment shall become effective for You as of the day when it is duly released.

4.2 Although this Agreement is confirmed and signed by the two parties to the transaction through negotiation, both parties shall abide by other relevant agreements, rules, and systems on the Platform, in view of the fact that the above-mentioned transactions are all conducted on the Platform using the Platform’s service functions.