User Terms and Conditions

FEBRUARY 2023

These OTC Terms and Conditions (“OTC Terms and Conditions” or “Agreement”) between you and DRIP govern the use of DRIP’s Over-The-Counter (“OTC”) trading services. “DRIP” has the meaning set forth in the OTC Terms and Conditions. References to “DRIP”, “we” “our” or “us” are to DRIP and references to “you” or “your” are to the User who is bound by these OTC Terms and Conditions. These OTC Terms and Conditions govern your use of the OTC services provided by DRIP, which are described in greater detail herein (“OTC Services”). These OTC Terms and Conditions entered into by and between you and DRIP are a prerequisite for your access to the OTC Services.

You agree that you have read, understood, and accepted all of these OTC Terms and Conditions contained herein. Your use of the OTC Services after having been notified of these OTC Terms and Conditions constitutes your acceptance of these OTC Terms and Conditions.

DRIP may, to the extent permitted by applicable law, amend the terms and conditions of this Agreement (or add additional terms) at any time by posting the amended terms on the DRIP Site, and any such amendment shall be effective upon such posting on the website. The amended Agreement shall be deemed accepted by you. If you do not agree to the amendments, your sole remedy is to immediately terminate use of DRIP Services and close your account. You agree that we shall not be liable to you or any third party for the loss suffered by modification or termination of DRIP Services or the suspension or termination of your DRIP account and access to DRIP Services. If an amendment is made for security purposes, DRIP may implement such amendment immediately, without prior notice to you and before the such change may be posted on the website.

BY USING THE OTC SERVICES IN ANY MANNER, YOU ARE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY ALL OF THE TERMS CONTAINED IN THESE TERMS AND CONDITIONS. YOU MAY NOT PICK AND CHOOSE WHICH TERMS APPLY TO YOU. IF YOU DO NOT AGREE WITH ALL OF THE TERMS IN THIS AGREEMENT, YOU MUST CEASE ALL ACCESS AND USE OF THE OTC SERVICES. NOTHING IN THESE TERMS AND CONDITIONS IS INTENDED TO CREATE ANY ENFORCEMENT RIGHTS BY THIRD PARTIES. IF YOU DO NOT UNDERSTAND ALL OF THE TERMS AND CONDITIONS, YOU SHOULD CONSULT WITH A LAWYER BEFORE USING THE OTC SERVICES.

• DRIP OTC. DRIP OTC Services are part of the DRIP Platform that enables you to enter into the over-the-counter virtual asset or digital asset purchase and sale transactions. You represent to DRIP that you invest in or otherwise acquire virtual/ digital assets supported for trading by DRIP (“Digital Assets”) and desire to enter into OTC Digital Asset purchase and sale transactions (“Transactions”).

• DRIP AS BROKER. OTC services are provided to you on request for quote basis (“Quotes”) through third party software provider by entering into a transaction with DRIP’s liquidity provider (each an “OTC Counterparty”). Every OTC Counterparty must be a Member of DRIP or its affiliates. All OTC Counterparties are subject to the AML, KYC and similar requirements of the DRIP entity to which they have been onboarded.

• OTC SERVICES. OTC Services will be available to you by default for Digital Assets where OTC trading functionality is available. OTC Services are provided on a pre trade basis and require the full amount of relevant Digital Assets and/or fiat currency before requesting the quote for buying and/or selling Digital Assets over the-counter (“Quote”).

  • OTC Services may be subject to limitations and the minimum amount to be able to access OTC Services may apply.

  • Trading through the OTC Services will be anonymous, and DRIP has policies and procedures reasonably designed to prevent the disclosure of your identity to any OTC Counterparty and vice versa. However, if ever DRIP or an affiliate of DRIP is the OTC Counterparty in a Transaction, disclosure that DRIP is acting as a principal in the Transaction will be made to you.

  • All communications related to the OTC Services (e.g., response to a Quote, Quote status, Transaction confirmation) are provided using the OTC Interface. Any other methods of communication used for OTC Services (e.g., instant message conversation, oral communications, emails) may be mutually agreed upon between you and DRIP.

• QUOTES. You agree that these OTC Terms and Conditions govern all (i) submissions of Quotes by you to buy and/or sell Digital Assets to the OTC trading desk operated by DRIP (“OTC Desk”) ; and (ii) responses by you to Quotes from other DRIP Members to the OTC Desk. DRIP shall treat a Quote as a request provided to DRIP for DRIP, through its OTC Desk, to locate a counterparty for a Transaction in a supported Digital Asset.

  • OTC Services include instant message conversations, oral communications, and other methods of communications used by DRIP to receive Quotes, request responses to Quotes, negotiate Transactions between you and OTC Counterparties, execute and confirm Transactions, and settle Transactions, among other things. DRIP shall communicate with each potential counterparty to a Transaction and act as an agent of each counterparty in negotiating the Transaction. You agree that DRIP may, in its sole and absolute discretion, determine whether to process or decline to process a Quote or any response to a Quote.

• REQUESTS FOR QUOTES. In response to a Quote, DRIP may request Quotes from one or more potential OTC Counterparties. We will always be truthful to you in any statement that we make by using clear and unambiguous language regarding pricing.

  • When you accept the Quote (“Order”), the Transaction is pending until the terms of the Transaction are confirmed by the OTC Counterparty. Your Order does not constitute any binding agreement and can be rejected by DRIP or the OTC Counterparty. The Transaction status is provided through the OTC Interface.

  • You agree that DRIP may, in its sole and absolute discretion, determine whether to process or decline to process a Quote Request, Quote, Order or any other response to a Quote.

• NEGOTIATION AND EXECUTION. When the Order is confirmed by the OTC Counterparty (“Active Order”), the Transaction is confirmed and becomes binding and final (the “Execution”). A Transaction for which Execution has occurred is an “Executed Transaction” and may not be unwound unless all OTC Counterparties agree in writing otherwise. However, if DRIP determines that a Quote communicated by it to an OTC Counterparty contained an obvious error with respect to the price or amount of Digital Assets set forth in that Quote, DRIP shall have the right to cancel the Executed Transaction by delivering notice of the cancellation to both OTC Counterparties at any time prior to Settlement (as defined below in Paragraph 7).

  • In the absence of such an obvious error, the terms of a Confirmation Email confirmed by email response by all OTC Counterparties shall be conclusive. You agree that, for the avoidance of doubt, DRIP may, in its sole and absolute discretion, accept statements similar or analogous to the following as your indication of agreement to the terms of a proposed Transaction: “done,” “I buy,” “bought,” “I sell,” or “sold”; however, as set out above, the proposed Transaction does not become binding and final, i.e., an Execution, until all OTC Counterparties have confirmed the terms of the proposed Transaction by sending to DRIP a written email response to the Confirmation Email. Upon Execution, the terms of the Executed Transaction shall constitute a binding contract between you and the other relevant OTC Counterparty. For the avoidance of doubt, DRIP has sole and absolute discretion whether to accept or reject any Quotes or other orders.

• PRE-FUNDED TRADING AND SETTLEMENT. You agree that you must deposit with DRIP the full amount of relevant Digital Assets in your wallet (“Drip Wallet”) and/or fiat currency before Execution.

  • If Execution occurs prior to noon Eastern Time on a Business Day, on that Business Day, and if Execution occurs at or after noon Eastern Time on a Business Day, on or before the next following Business Day, DRIP will settle an Executed Transaction by delivering to each OTC Counterparty the Digital Assets and/or fiat currencies owed to that OTC Counterparty under the Executed Transaction to that OTC Counterparty’s Digital Asset wallet and/or fiat wallet at DRIP (“Settlement”).

  • You shall not withdraw, attempt to withdraw, transfer, alienate or provide a lien to any third party on any Digital Asset or fiat currency held by your account to satisfy your obligation under any Executed Transaction. For the purposes of this OTC Agreement, “Business Day” shall mean times between 9:00:00 am and 5:00:00 pm Eastern European Time Monday through Friday, excluding Lithuanian holidays or days when DRIP’ Lithuania office is closed due to weather or other emergencies. DRIP will not be responsible for any failure to settle according to the timing set out above as a result of technological failures such as the internet going down and being unavailable.

• FEES. You agree to pay transaction fees for any Executed Transactions as agreed between you and DRIP before Execution. Agreement on fees may be oral or written.

  • OTC Services and specifically the Quotes are offered on the basis of a variable spread. Due to the volatile nature of Digital Assets, a typical spread cannot be determined in these OTC Terms, the OTC Interface or on the DRIP platform.

• NO NAME DISCLOSURE. Trading through the OTC Desk will be anonymous, and DRIP has policies and procedures reasonably designed to prevent the disclosure to any other OTC Counterparty of the identity of one OTC Counterparty (or any person acting on its behalf) submitting or responding to a Quote. However, if ever DRIP or an affiliate of DRIP is the OTC Counterparty in a Transaction, disclosure that DRIP is acting as a principal in the Transaction will be made to you.

• DEFAULT BY YOUR OTC COUNTERPARTY. DRIP will make commercially reasonable attempts to contact all OTC Counterparties to an Executed Transaction to effect Settlement. In the event that your OTC Counterparty fails to settle an Executed Transaction, DRIP may stand in as your OTC Counterparty with the same terms as agreed between you and the defaulting OTC Counterparty, with the exception that DRIP shall have an additional Business Day to settle any such Transaction. When this occurs and DRIP is acting as principal in a Transaction, disclosure that DRIP is acting as principal will be made to you.

• DEFAULT BY YOU. If you fail to effect the Settlement of an Executed Transaction by, among other things, failing to consent to the transfer of assets by DRIP, you shall be considered in default (“Default”). You hereby grant DRIP a secured interest in all of your assets, including fiat currency and Digital Assets, held by DRIP or its affiliates up to the value of any Executed Transactions on which you are in Default. You also hereby grant to DRIP a security interest in any assets held by DRIP or its affiliates to the extent of any liability you have to DRIP due to a Default.

• EFFECT OF DEFAULT. In the event you are in Default, DRIP may in its sole and absolute discretion:

  • stand in as the counterparty on your behalf and settle such Executed Transaction with the OTC Counterparty;

  • cancel and/or terminate all of your Quotes and responses to Quotes, and liquidate, closeout, net, cancel and/or terminate pending Transactions; liquidate any and all of your assets and positions held at DRIP or its affiliates to cover any losses incurred by the non-defaulting OTC Counterparty as a result of your Default, and in connection with any such liquidation, DRIP expressly disclaims responsibility for any loss incurred in the liquidation of your assets and positions held at DRIP or its affiliates due to price slippage, market timing and similar matters;

  • refuse to accept from you Quotes or responses to Quotes.

  • freeze your Drip Account.

  • terminate, with or without prior notice, this OTC Agreement.

• DAMAGES. In the event that an Executed Transaction is not settled because of your Default, you shall be liable to DRIP for losses incurred as a result of the failure to settle the Executed Transaction; provided, however, that under no circumstances shall you or any other defaulting OTC Counterparty be liable to DRIP or the non-defaulting OTC Counterparty for indirect, special, punitive, or incidental losses or damages of any character. Any net proceeds obtained from the liquidation of assets held by DRIP shall be applied to discharge any and all of your obligations to DRIP.

• REPRESENTATIONS AND WARRANTIES. You acknowledge and agree that when entering Transactions, you will be transacting for your own account, and in an arm’s-length role in relation to DRIP.

  • DRIP makes no representations and warranties and makes no guarantees that any particular Digital Assets will be available for OTC trading on a continuous basis. DRIP reserves the right, at any time, with or without cause or prior notice, at its sole discretion to limit, suspend, or terminate all or part of the OTC Services or your access to the OTC Services and/or OTC Interface.

  • DRIP MAKES NO REPRESENTATION OR WARRANTY THAT OTC SERVICES AS SUCH ARE APPROPRIATE FOR USE IN ALL LOCATIONS, OR THAT THE TRANSACTIONS AND SERVICES DESCRIBED HEREIN ARE AVAILABLE OR APPROPRIATE FOR ENTRY INTO OR USE IN ALL JURISDICTIONS OR BY ALL PARTIES. YOU SHOULD INFORM YOURSELF AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES OF USING OTC SERVICES WITHIN ALL JURISDICTIONS APPLICABLE TO YOU.

  • DRIP IS NOT RESPONSIBLE FOR TAX CONSEQUENCES TO YOU THAT ARISE BECAUSE OF USING OTC SERVICES PROVIDED BY DRIP.

• DISCRETIONARY TRADING. You acknowledge and agree that DRIP will not generally be exercising discretionary trading authority on your behalf or providing any advisory services to you; however, when DRIP is given any discretion by you, you will be made aware of how that discretion will be exercised and DRIP will exercise that discretion reasonably, fairly, and in a way that is not designed or intended to disadvantage you.

  • You acknowledge and agree that DRIP will work on a reasonable efforts basis to broker Transactions based on parameters (including quantity and price) provided by you. You also acknowledge and agree that while DRIP will attempt to broker your Transactions, there may be occasions when DRIP or a DRIP affiliate will be the principal to a Transaction with you and, in such circumstances, disclosure that DRIP or its affiliate is acting as principal will be made to you. Neither DRIP nor any DRIP affiliate operates a Principal Trading Desk and does not currently have any intention to do so; any principal trading by DRIP or a DRIP affiliate will be for the sole purpose of providing liquidity and satisfying Member goals and will not be intended to earn a profit for DRIP or any DRIP affiliate. DRIP will not execute for its own account or benefit or that of a DRIP affiliate a Transaction in a Digital Asset while DRIP is in possession of specific confidential information regarding the trading interest of our Members in such Digital Asset or in a manner that is designed or intended to disadvantage you.

• DATA COLLECTION. To understand how DRIP Limited collects and processes Personal Information please visit their privacy policy which may be amended from time to time.

  • Consistent with the obligations from our regulators, when the User opens an account or logs into DRIP their Personal Information will be stored by DRIP in accordance with all applicable regulations. Only Users who have successfully completed our BSA/AML Program will be permitted to use the services of DRIP. If the User would like to provide access to their DRIP Limited account to another institution, such User must also register and complete the BSA/AML Program of DRIP.

  • The User agrees that he will not allow other institutions access to their DRIP account unless they have registered as the User and completed our BSA/AML Program. Unauthorized access to the User’s DRIP account by unregistered users may result in the termination of all related DRIP accounts.

• OWNERSHIP. For the term of service and subject to your compliance with these OTC Terms and Conditions, DRIP grants to you a limited, nonexclusive, non-transferable, non-assignable, right to access and use the OTC Desk exclusively for the purposes described in this OTC Terms and Conditions.

  • All copyright, trademark, trade secret, and other intellectual property rights in, to, and related to the OTC Desk or any of its components (including feedback or suggestions provided by you regarding DRIP’ business), or any data submitted to or generated by DRIP, are the sole and exclusive property of DRIP, and you shall not obtain any such rights, except as explicitly specified in this Paragraph 17.

• ACCESS METHODS. You agree that it is your sole responsibility to control, monitor, and restrict the methods you use to access communication to DRIP at its OTC Desk (“Access Methods”), including without limitation, all passwords and security devices. You shall be bound by all instructions communicated to the OTC Desk using your Access Methods and usual communication methods, and DRIP shall have no obligation to verify whether any such instruction has been duly authorized. If you learn that your Access Methods and usual communication methods may have been compromised, you shall immediately notify DRIP. You shall be responsible for any instructions sent using your Access Methods and usual communication methods until you notify DRIP and DRIP has disabled the compromised Access Methods or agreed not to accept that usual communication method.

• EQUIPMENT OR CONNECTIVITY. You agree that you are solely responsible for (a) any computer systems, applications, communications software, telecommunications equipment, and other equipment and software (“Equipment”) used by you to access or communicate to the OTC Services; and (b) any telecommunications services, Internet service, or other communications services used by you to connect to or communicate to the OTC Desk (“Connectivity”). Any DRIP assistance with your Equipment or Connectivity is provided without warranty as described further below.

• SERVICE AND ACCESS. DRIP reserves the right, at any time, with or without cause or prior notice, to limit, suspend, or terminate all or part of the OTC Services or your access to the OTC Desk. For the avoidance of doubt, DRIP shall not have any obligation to send any price Quote received by the OTC Desk to prospective OTC Counterparties. You understand that you are solely responsible for maintaining any alternative arrangements that may be needed or desirable if any or all of the OTC Services becomes unavailable or disrupted.

• LIMITED LIABILITY AND NO WARRANTY. All DRIP services are provided on an "as is" and "as available" basis without any representation. DRIP makes no warranty that the services will be uninterrupted or meet your requirements or expectations. You acknowledge and agree that DRIP and any affiliate of DRIP, the officers, members, managers, associates, related entities, agents, and employees of DRIP and their affiliates, and any professional advisers to any of the above parties will not be liable for any direct, indirect, consequential, special, incidental, exemplary damages, or damages resulting from loss of profits or other intangible losses.

• INDEMNIFICATION. You acknowledge and understand the meaning and legal consequences of the representations and warranties contained in this Agreement and hereby agree to indemnify and hold harmless DRIP and any affiliate of DRIP, and the officers, members, managers, associates, related entities, agents, and employees of DRIP and their affiliates, and any professional advisers to any of the above parties, from and against any and all loss, damage or liability (including costs and reasonable attorneys' fees) due to or arising out of a breach of any representation, warranty or acknowledgement of yours, your failure to fulfil any obligation contained in this Agreement or violation of any laws, rules or regulations, or the rights of any third party by you.

• ELECTRONIC COMMUNICATIONS. When you visit the Drip Platform or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Drip Platform. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that in case there are any changes in any information provided by you to us, including your e-mail address and other contact details, you will be solely responsible to update them regularly. If we send any communication by e-mail, it shall be sent to your e-mail address available on the records created by you on the Drip Platform and it shall be deemed to have been received by you once it is reflected as sent in the outbox of our e-mail id. You may opt-out of receiving any electronic communications from us at any time by sending us an email at hello@drip.org.

• TERMINATION. Termination of the OTC Agreement shall not excuse the performance of either party’s outstanding obligations under the OTC Terms and Conditions at the time of termination. For the avoidance of doubt, while you are in Default and even if DRIP is not making the OTC Services available to you as a result, you will remain subject to the terms of this OTC Agreement.

• AGREEMENT. You agree that these OTC Terms and Conditions, sets forth the entire agreement and understanding between the parties relating to the subject matter herein and supersedes all prior agreements, discussions, understandings, or representations, either oral or in writing, solely to the extent as they relate to the subject matter of this OTC Agreement.