By accessing and using the OTC services provided by Coinbitco ("OTC Services"), you agree to accept and comply with the terms and conditions stated below ("OTC Terms"). You further agree and understand that these OTC Terms are subject to the terms and conditions outlined in the Coinbitco Terms of Use. Accordingly, you should read the entire OTC terms and the Coinbitco Terms of Use carefully before accessing and using the OTC services. If there are discrepancies between the Coinbitco Terms of Use and these OTC Terms, the OTC Terms shall prevail. These OTC Terms govern your use of the OTC services provided by Coinbitco, which are described in greater detail herein. Accordingly, these OTC Terms are a prerequisite for your access to the OTC Services, and you agree that you have read, understood, and accepted all of these OTC Terms contained herein.
"Coinbitco," in each case, refers to the entity you are the customer of. Depending upon the context, "Coinbitco" may also refer to the services, products, websites, content, or other materials (collectively, "Coinbitco Services") provided by each respective entity listed above to you as its customer.
Depending on your residence, you may not be able to use OTC Services, or your use may be limited. You are responsible for following the rules and regulations in your area of residence and/or where you access OTC services. As long as you agree to and comply with the present OTC Terms and the Coinbitco Terms of Use, Coinbitco grants you a personal, non-exclusive, non-transferable, non-sub-licensable, and limited right to enter the Coinbitco platform and use OTC Services.
Coinbitco reserves the right to change, add, and remove parts of these OTC Terms at any time and at its sole discretion. You will be notified of changes in advance through your account. Upon such notification, you must review the amended OTC Terms. Your continued usage of OTC Services after posting changes to the OTC Terms signifies that you accept and agree to the changes and that all subsequent actions will be subject to the amended OTC Terms.
All capitalized terms in these OTC Terms shall have the same meaning ascribed to them in the relevant Coinbitco Terms of Use.
Imperator Limited UAB is an Authorized Virtual Currency Exchange Operator and Depository Virtual Currency Wallet Operator OBTAINED in Lithuania.
THESE OTC TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND COINBITCO. YOU SHOULD TREAT IT AS ANY OTHER LEGAL CONTRACT BY READING ITS PROVISIONS CAREFULLY, AS THEY WILL AFFECT YOUR LEGAL RIGHTS. BY USING THE OTC SERVICES IN ANY MANNER, YOU ARE DEEMED TO HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY ALL CONTAINED IN THESE OTC TERMS. YOU MAY NOT PICK AND CHOOSE WHICH TERMS APPLY TO YOU. IF YOU DO NOT AGREE WITH ALL OF THE TERMS IN THESE OTC TERMS, YOU MUST CEASE ALL ACCESS AND USE OF THE OTC SERVICES. NOTHING IN THESE OTC TERMS IS INTENDED TO CREATE ANY ENFORCEMENT RIGHTS BY THIRD PARTIES. IF YOU DO NOT UNDERSTAND ALL TERMS AND CONDITIONS IN THESE OTC TERMS, YOU SHOULD CONSULT WITH A LAWYER BEFORE USING THE OTC SERVICES.
The Coinbitco OTC Services are part of the Coinbitco platform that enables you to enter into over-the-counter virtual assets or digital assets purchase and sale transactions ("OTC Transactions") without being subject to the trading rules of the Coinbitco exchange and its central limit order book.
OTC Services are provided to you on a request for quote basis ("OTC RFQ") through a third-party software provider by entering into a transaction with Coinbitco’s liquidity providers ("OTC Counterparty"). In addition, you can access the OTC Services through your account within the Coinbitco platform ("OTC Interface").
Coinbitco does not operate an OTC trading desk but is partnering up with OTC Counterparties to offer a self-service OTC RFQ product to Coinbitco clients. Coinbitco is solely responsible for enabling OTC services and facilitating transactions between Coinbitco clients and OTC counterparties.
OTC Services will be available to you by default for Virtual Assets or Digital Assets, where OTC trading functionality is available. OTC Services are provided on a pre-trade basis and require the full amount of relevant virtual assets or digital assets and/or fiat currency before requesting the quote for buying and/or selling virtual assets or 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 Coinbitco has policies and procedures reasonably designed to prevent the disclosure of your identity to any OTC counterparty and vice versa. However, if ever Coinbitco or an affiliate of Coinbitco is the OTC Counterparty in a transaction, disclosure that Coinbitco 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 communications used for OTC Services (e.g., instant message conversation, oral communications, emails) may be mutually agreed upon between you and Coinbitco.
You may submit a request for a quote ("Quote Request") through the OTC Interface. Coinbitco will request a quote from one or more OTC Counterparties and provide you with a Quote. A selection is valid for a specific time, as shown in the OTC Interface. You may accept or reject the quote. Any negotiation is impossible.
When you accept the quote ("Accepted Quote"), the transaction is pending until the terms of the transaction are confirmed by the OTC Counterparty. Therefore, your accepted section does not constitute any binding agreement and can be rejected by Coinbitco or the OTC Counterparty. The transaction status is provided through the OTC Interface.
You agree that Coinbitco may, in its sole and absolute discretion, determine whether to process or decline to process a Quote Request, Quote, Accepted Quote, or any other response to a Quote.
When the accepted quote is confirmed by the OTC counterparty ("Confirmed Quote"), the transaction is authorized and becomes binding and final (the "Execution"). A transaction for which execution has occurred is an executed transaction (the "Executed Transaction") and may not be unwound unless all parties agree in writing otherwise and/or explicitly stated otherwise in these OTC Terms. The terms of the executed transaction shall constitute a binding contract between you and the other relevant OTC Counterparty upon execution.
However, if Coinbitco determines in its sole and absolute discretion that (i) a Quote provided to you by Coinbitco, (ii) an Accepted Quote communicated to an OTC Counterparty and/or (iii) a Confirmed Quote contained an obvious error concerning the terms, including but not limited to the price or amount of Virtual Assets or Digital Assets, outlined in that Quote, Accepted Quote and/or Confirmed Quote, Coinbitco shall have the right to cancel the Transaction by delivering notice of the cancellation to you and the OTC Counterparty at any time before Settlement (as defined in point 3.c) ("Transaction Cancellation"). In the absence of such a clear error, the terms of a quote accepted by you (Accepted Quote) and confirmed by the OTC Counterparty (Confirmed Quote) are final.
Coinbitco will settle an executed transaction with you after the execution by delivering the Virtual Assets or Digital Assets and/or fiat currencies owed to you under the completed transaction to your account ("Settlement"). The settlement depends on the settlement of the OTC counterparty and occurs when the OTC counterparty settles the executed transaction. In such a capacity, Coinbitco acts as an agent and reserves the right to delay the settlement. Before accepting the quote, you will be notified of the approximate but non-binding settlement time through the OTC Interface. However, Coinbitco has a right to directly settle the executed transaction from time to time, and in that case, Coinbitco is acting as a principal.
The OTC Counterparty settles the executed transaction following the terms agreed with Coinbitco. If the OTC counterpart fails to settle the completed transaction, Coinbitco reserves the right to reverse the executed transaction, and you bear the risk of the settlement failure. When Coinbitco is acting as a principal, Coinbitco bears the risk of settlement failure.
You agree not to withdraw, attempt to withdraw, transfer, alienate, or grant a lien on any virtual assets, digital assets, or fiat currency held on your account in order to satisfy your obligation under any executed transaction. As a result, Coinbitco will not be responsible for any failure to settle following the timing set out above due to technical failures such as the internet going down and being unavailable.
You acknowledge and accept that in the event of the transaction cancellation, the settlement does not occur. Accordingly, neither Coinbitco, a Coinbitco affiliate, nor a respective OTC Counterparty is liable for any losses incurred due to the failure to settle the executed transaction.
Notwithstanding the preceding, Coinbitco reserves the right to reasonably determine whether an extraordinary event resulted in Coinbitco’s inability to honor the executed transaction. These events include, but are not limited to, identified system failure, data feed error, interruption, delay, non-settlement by the OTC Counterparty, force majeure, or other circumstances. Coinbitco undertakes to immediately notify you about the extraordinary event resulting in the inability to honor the executed transaction. After Coinbitco has sent a such notification, you agree that Coinbitco will not be required to keep the completed transaction and that any executed transaction affected by the extraordinary event is null and void.
In the event of an extraordinary event described in this paragraph, Coinbitco acts as an agent toward you, and you bear the risk of the settlement failure.
OTC services, specifically the quotes, are offered based on a variable spread. Due to the volatile nature of virtual or digital assets, a typical spread cannot be determined in these OTC terms, the OTC Interface, or the Coinbitco platform.
You acknowledge and agree that when entering transactions, you will transact for your own account and in an arm’s-length role concerning Coinbitco.
Coinbitco employs measures to ensure that OTC services are accessible at all times without interruption. Notwithstanding this, Coinbitco cannot guarantee OTC services' uninterrupted or error-free operation or that Coinbitco will correct all defects or prevent third-party disruptions or unauthorized third-party access. In the event of such disorders, OTC services may not be accessible in part or complete if such disruptions occur.
Coinbitco makes no representations or warranties and makes no guarantees that any particular virtual assets or digital assets will be available for OTC trading on a continuous basis. Coinbitco 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.
To be clear, Coinbitco is under no obligation to send any received Quote Request and/or accepted Quote 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 become unavailable or disrupted.
COINBITCO MAKES NO REPRESENTATION OR WARRANTY THAT OTC SERVICES AS SUCH ARE APPROPRIATE FOR USE IN ALL LOCATIONS OR THE TRANSACTIONS AND SERVICES DESCRIBED HEREIN ARE AVAILABLE OR APPROPRIATE FOR ENTRY INTO OR USE IN ALL JURISDICTIONS OR BY ALL PARTIES. Accordingly, YOU SHOULD INFORM YOURSELF AS THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES OF USING OTC SERVICES WITHIN ALL JURISDICTIONS APPLICABLE TO YOU. COINBITCO IS NOT RESPONSIBLE FOR TAX CONSEQUENCES TO YOU THAT ARISE BECAUSE OF USING OTC SERVICES PROVIDED BY COINBITCO.
For the avoidance of doubt, the disclaimers of warranty, limitation of liability, indemnification, and releases set out in the Coinbitco Terms of Use shall cover the OTC Services, and these OTC Terms and the Coinbitco Terms of Use shall be interpreted accordingly.