AGREEMENT FOR PRE-MARKET OTC SERVICE

 

1. This Agreement for Pre-Market OTC Service (“Agreement”) governs your use of the Service (defined below) and related services entered into by and between you (the “User” or “you”, “your” or the “Participant”) and Bybit Fintech Limited (the “Bybit”, “we”, “us” or “our”). This Agreement forms a binding agreement between Bybit and you and serves to supplement our Terms of Service found at https://www.bybit.com/app/terms-service/information  (the “Service Agreement”). If you do not agree to any terms or conditions of this Agreement, you must immediately cease using the Service (as defined below). By using the Service, you agree to be legally bound by this Agreement, the Service Agreement and all other terms and conditions and rules relating to Service that we may publish from time to time.
 

2. In the event of conflict or inconsistency between a term or provision in this Agreement and the Service Agreement, such conflict or inconsistency shall be resolved by giving precedence to this Agreement. All other provisions of our Service Agreement not modified by this Agreement shall remain in full force and effect.

3. The User acknowledges and fully understands the risks involved in depositing of cryptocurrencies and unconditionally accepts the potential risks and benefits of his or her investment decisions. You also further understand and confirm that you have the experience and knowledge necessary to invest in non-guaranteed digital currency or assets products.

4. Our Site and Platform are not intended to provide tax, legal, insurance or investment advice, and nothing on the Site or Platform should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any security or crypto asset by Bybit. You alone are solely responsible for determining whether any investment, security or strategy, or any other product or service, is appropriate or suitable for you based on your investment objectives and personal and financial situation. You should consult an attorney or tax professional regarding your specific legal or tax situation.

5. Save as defined below, all terms and references used in this Agreement shall have the meaning given to them in the Service Agreement.

Service	Means a service enabled on the Platform allowing you to make or take a Pre-Market OTC Order with another user.
Pre-Market	Means a market in which customers can place OTC orders to buy or sell assets which are not yet available for orderbook trading.
Pre-Market Assets	Means the asset made available Pre-Market for which orderbook trading and instant settlement is not available.
OTC	Means an over the counter, manual, transaction made between one user and another without automated matching of making and taking of orders;
Order(s)	Means an offer, a Maker or Taker order, placed on the Service.
Executed Order	Means the matching of a Maker Order to a Taker.
Settlement	Means a settlement of an Order where the consideration of the Order is exchanged.
Settlement Date	Means a settlement date predetermined by the Platform for all Orders.
Maker	Means a user who places or makes an Order.
Taker	Means a user who takes an Order.
Seller	Means a user who makes or takes and order to sell Pre-Market Assets for Supported Assets
Buyer	Means a user who makes or takes an order to buy Pre-Market Assets with Supported Assets
Supported Assets	Means the list of assets set out in URL.
Physical Delivery	Means to delivery of Pre-Market Assets under an Executed Order to the Buyer.
Collateral	Means a pre-determined sum of Supported Assets, including applicable Fees, provided by you, a user, as security for placing an Order for which you do not have the underlying Pre-Market Assets.
Collateral Penalty	Means a penalty (nett of Fees) deducted from your Collateral for payment to the Platform and Order counterparty for defaulting on an Executed Order.
Order Restrictions	Means a restriction placed by us and amended at our sole discretion and determination from time to time on users placing an Order. For the avoidance of doubt changes in Order Restrictions are not retroactive, i.e. they do not affect Orders that are already placed.
Orderbook trading	Means a service provided by the Platform automatically matching a Maker and Taker of the lowest priced Orders.
Fees	Means the appliable fees at the prevailing rate stipulated by us through the Platform as amended from time to time for the provision of the Services provided prior to the Order confirmation.
Purchase Price	Means the consideration comprising of Supported Assets and applicable Fees a Buyer provides for prospective purchase of Pre-Market Assets.
PPU or Price per Unit	Means the Purchase Price less applicable Fees divided by the quantity of Pre-Market Assets stipulated in a buy or sell Order.
Default	Means a failure to meet the obligations stipulated in the Executed Order.

 

6. The Service enables you to make or take Orders to buy or sell Pre-Market Assets from other users before orderbook trading is available. These Orders will be settled at a date solely pre-determined and stipulated by the Platform. For the avoidance of doubt, the Settlement Date will always be a date or time after the listing of the Pre-Market Assets for trading however no later than 24 hours.

 

7. When you make an Order, you will be required to determine the quantity of Pre-Market Assets you wish to buy or sell and the price that you wish to buy or sell Pre-Market Assets at. To successfully make an Order as a Seller of Pre-Market Assets, you will be required to place Collateral as security for your obligations to deliver the Pre-Market Assets. To successfully make an Order as a Buyer of Pre-Market Assets you will be required to put up Purchase Price. During this time, both the Purchase Price and the Collateral will be withheld and will not be available for any forms of use including withdrawals.

 

8. In addition to placing Orders, you will also be required to pay Fees to the Platform for facilitating the transaction. These Fees are solely determined by us as amended from time to time and will be confirmed with you prior to accepting the Order and added into the sum of Collateral or Purchase Price payable. By accepting the Order, you are deemed to have read and accepted the Fees without dispute.

 

9. This Service also allows you as a Seller of Pre-Market Assets to make or take Orders for Pre-Market Assets which you do not have, provided you place a predetermined sum of Collateral. Because an Order in this Service functions like options contact (i.e. a contract to sell goods that you may or may not have), you should take extra caution when placing orders and failing to deliver upon them will result in Collateral Penalty. These risks include:

1. The inability to effect Physical Delivery of the Pre-Market Assets. You should factor in the risk of being unable to effect Physical Delivery for reasons such as e.g. because the deposits of the Pre-Market Assets are not available or where there is a shortage of Pre-Market Assets available in the external market to acquire.
2. The unpredictability of the Settlement Date. While the Platform will endeavour to confirm the Settlement Date, this date may not be confirmed, and your Purchase Price or Collateral may be held on the Platform longer than intended.
3. Price Volatility. As a Maker of an Order, you might be exposed to external price volatility which may or may not be favourable to you. You should ensure that you take extra steps to monitor the prices internally on the Platform as well as externally. There may be circumstances in which the prices of acquisitions in external markets are higher than the prices for sale locked in.

 

10. By placing an Order, you affirm and acknowledge the risks involved and have accepted these risks. You further waive and discharge the Platform and your counterparty from any and all damages, costs, or losses suffered arising from your Default. You understand and accept the risks that may arise from using the Service and the losses that you may suffer from using the Service including but not limited to:

• 1. 1. Your inability to settle.
     2. Your inability to change the Order once executed.

 

11. If you Default on your Executed Order, i.e. as a Seller, failure to meet Physical Delivery, you will have to pay to the Platform and the Buyer, at the prevailing rate solely determined by the Platform, a Collateral Penalty comprised of only your Collateral. For the avoidance of doubt, the maximum liability arising from Collateral Penalty shall never exceed the value of your Collateral.

 

12. For the avoidance of doubt when a Taker takes an Order, he/she fills the Maker’s Order entirely. There are no partial fills or Order under this Service. Therefore, as a Taker, you are deemed to have accepted the Order entirely.

 

13. You understand and accept that each Order is subject to the prevailing Order Restrictions which can include but is not limited to, restrictions on price, quantity and the number of Orders made or opened.

 

14. You acknowledge and agree that if you place an Order exceeding the Order Restrictions, we reserve the sole discretion to cancel or reject the Order.

 

15. If an OTC Order exceeding the Order Restrictions has been settled, we reserve the sole discretion but not the obligation to repudiate the Settlement. You accept and undertake to support any repudiation of a Settlement.

 

16. Prior to completing an Order, you will be notified of the following while requiring confirmation of:

1. The Collateral / Purchase Price respectively.
2. The quantity of Pre-Market Assets, sold / bought respectively.
3. The PPU.
4. The Collateral Penalty (to be deducted from your Collateral and divided between the Platform and the Buyer), is to be paid (if you are the Seller) or to be received (if you are the Buyer) in the event of a Default.
5. The Settlement Date (if available), on which Purchase Price and Pre-Market Assets will be exchanged, or the Collateral Penalty will be paid in the absence thereof.

 

17. By confirming the Order, you are deemed to have fully understood and have accepted the terms of the Order without dispute until the Order is revoked. If you do not accept these terms, you should reject the Order and its confirmation accordingly. As a Maker, you may revoke the Order at anytime without incurring any Fees or Collateral Penalty and receive a refund of your respective Purchase Price or Collateral.

 

18. You understand and accept the risks that may arise from using the Service and the losses that you may suffer from using the Service, including but not limited to:

1. any loss you may suffer from the risks associated with the inability to trade the Supported Assets while the Supported Assets are placed as Collaterals or Purchase Prices. You are willing to bear the funding risks and potential financial losses caused by depositing the Supported Assets and subscribing to the Service;
2. the expected returns and rewards displayed on the Platform are the theoretical estimates of returns; they are not the actual returns guaranteed or promised by us. Actual returns may vary from the expected returns. Your final returns will be based on the actual returns you receive, which shall be distributed by us in our sole discretion. We do not make any guarantee or promise to the actual returns that you may receive;
3. price fluctuations of digital assets should be expected;
4. technical anomalies may occur, which may delay or prevent you from using the Service or performing related transactions and result in losses of your digital assets;
5. market anomalies may occur, which may result in losses of your digital assets;
6. the need for Bybit to maintain an orderly market, and the possibility that Bybit may need to add, remove, or change the policies, the terms of this Agreement or other relevant service agreements or terms from time to time without prior notice to you. Any changes may benefit or harm individual customers like yourself.

 

19. You understand and agree that the Settlement Date may vary or be delayed in some circumstances, including but not limited to events of extreme market volatility, network delays, a significant number of simultaneous instructions to redeem from other users, or any other unanticipated events. You will not be able to make any returns, transfers, or other instructions regarding Collateral or Purchase Prices. We shall not be liable for any losses caused by the differences in arrival times.

 

20. For the avoidance of doubt, historical returns are not indicative of future returns. We do not guarantee redemptions and rewards. You agree and accept that any representation concerning possible returns at the time you subscribe to the Service is an estimate only and not guaranteed.

 

21. You will be able to view your account history on the Platform. You must review your account history carefully and let us know if you see any entries or transactions that you do not recognize or you think are incorrect as soon as possible, and within 14 days after the date that your account history is provided or made available to you.

 

22. We reserve the right to rectify any error in your account at any time and void or reverse any transaction in the following instances:

1. involving or deriving from a manifest error (that is, any error, omission or misquote (whether an error is from us or any third party that we assign) which is manifest or palpable, including a misquote by any of our representatives taking into account the current market and currently advertised quotes, or any error of any information, source, official, official result or pronunciation; or
2. to reflect what we reasonably consider to be the correct or fair details of the transaction.

 

23. We may be required under applicable laws and regulations to share information about your accounts and use of the Platform with third parties. You acknowledge, agree and consent that we are entitled to disclose such information.

 

24. We reserve the right to, without prior notice:

1. temporarily or permanently prohibit you from accessing or using the Service;
2. impose limits on the Service;  
3. suspend or terminate the Service;
4. delay certain transactions in the Service.

 You understand and agree that we shall not to the maximum extent permitted by law, be liable to you for any losses caused by such prohibition, suspension or termination.

 

25. You shall comply with all applicable laws and regulations, you shall cease using the Service where such compliance becomes impossible.

 

26. You agree and accept that we have the right to amend the content of this Agreement at any time in our sole discretion. We shall not be liable for any losses due to your misunderstanding of this Agreement or your failure to take note of any amendments made to this Agreement from time to time.

 

27. You shall not where directly or indirectly participate in the Service with more than one account. If discovered, we reserve the right to terminate your access to the Service and suspend access to your account.

 

28. The content contained in this website does not constitute an offer or sale of securities in or into the United States, or to or for the account or benefit of U.S. persons, or in any other jurisdictions where it is unlawful to do so. Transfer of tokens may be subject to legal restrictions under applicable laws. Under no circumstances shall the tokens be reoffered, resold or transferred within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended. Any public offering of the tokens to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling digital asset holder and that will contain detailed information about the company and management, as well as financial statements.