OpenTrade Terms of Service

1 Introduction

1.1 By clicking on the "Create Account" button on the OpenTrade Platform, or by visiting the OpenTrade Platform, we may provide you with access to our Services, including but not limited to our multi-exchange trading aggregation platform, API (application program interface), technologies, products and/or other functionalities.

1.2 You agree to be legally bound by these Terms, including any additional terms incorporated by reference. If you have any questions regarding these Terms or the use of the OpenTrade Platform, please contact our Support Center for more information.

1.3 If you do not agree to be bound by any of these Terms, you must not access and/or use any of the Services and must leave the OpenTrade Platform immediately.

1.4 We reserve the right to amend or modify the Terms, and any policy or guideline of the OpenTrade Platform, at any time and at our sole and absolute discretion, subject to Applicable Laws and Regulations.

1.5 If you do not agree to be bound by any of the updated Terms, your sole and exclusive remedy will be to close your Account within 30 days of notice. Your non-termination or continued use of the OpenTrade Platform or Services after such a 30-day period will constitute your acceptance of the updated Terms.

1.6 The Terms take precedence over any other agreement you may have with us unless explicitly provided for otherwise.

1.7 Any formal communication with you will be undertaken through electronic mail unless otherwise communicated. Documents will be sent to you by electronic mail, and you should seek to send any documents to us by the same means.

1.8 Any formal communication with you will, unless otherwise agreed, be made in the English language. In the event of any discrepancy or conflict between the English version of these Terms and any translation, the English version shall prevail.

2 Eligibility and Prohibition of Using Our Services

2.1 If you are a Natural Person, by accessing the OpenTrade Platform and/or using our Services, you represent and warrant that you are at least 18 years old and legally allowed to use the Services. If you are accessing or using our Services on behalf of a legal entity (e.g., a corporate or institutional customer), you represent and warrant that: such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; you are duly authorized by such legal entity to act on its behalf; such legal entity agrees to be responsible to us if you violate these Terms; and you have not previously been suspended or removed from accessing the OpenTrade Platform or using the Services.

You also represent and warrant that you (or the legal entity you are representing, as the case may be) are not on and that you will not transact with anyone on any trade or economic sanctions lists of any Competent Authority, including but not limited to sanctions lists promulgated by the United Nations Security Council, European Union, United States Office of Foreign Asset Control, or other relevant authorities.

2.2 We may not make all of the Services available in all markets and jurisdictions. We may change the scope of Services available in any jurisdiction from time to time and you acknowledge that this may impact your ability to access or use the OpenTrade Platform and/or Services.

2.3 You further represent and warrant that your access or use of the OpenTrade Platform is of your own accord and free from direction by another party.

2.4 Restricted Jurisdictions: OpenTrade may restrict or limit services in certain jurisdictions based on regulatory requirements. Current restrictions, if any, will be posted on the OpenTrade Platform.

3 Prohibited Businesses

3.1 Any use of our Services in connection with any of the following categories of activities or businesses is prohibited ("Prohibited Businesses"), and we reserve the right at all times to monitor your transactions or Accounts for the purpose of enforcing this Section 3.1 and complying with Applicable Laws and Regulations:

• (a) unlicensed money service businesses, including but not limited to payment services providers, the sale of money orders or cashier's checks or any money transmitter activities;
• (b) banks or financial institutions that do not maintain a physical presence in any country ("Shell Banks");
• (c) adult content and services;
• (d) deceptive marketing or false advertising services;
• (e) religious and/or spiritual organizations;
• (f) unlicensed sale of weapons of any kind;
• (g) certain regulated products and services, including marijuana dispensaries and related businesses;
• (h) pseudo-pharmaceuticals companies;
• (i) drugs and drug paraphernalia;
• (j) gambling activities;
• (k) money laundering, fraud, terrorist financing, or any other type of financial crime;
• (l) any sort of Ponzi scheme, pyramid scheme, or multi-level marketing program;
• (m) goods or services that infringe or violate any copyright, trademark, or proprietary rights;
• (n) layaway systems or annuities;
• (o) counterfeit or unauthorized goods;
• (p) wash trading, front-running, insider trading, market manipulation;
• (q) purchasing goods from hidden service markets ("Darknet" markets);
• (r) any other matters, goods, or services that we deem to be unacceptable or of high risk;
• (s) any other unlawful activities;
• (t) Shell Banks or financial institutions that have Shell Banks as customers;
• (u) entities with bearer share ownership;
• (v) defense industry, firearms & munitions manufacturers;
• (w) nuclear energy;
• (x) restricted financial services;
• (y) transactions or business involving ivory or protected species;
• (z) any activity or business that poses a risk to our reputation, operations, or the integrity of our Services.

3.2 In the event that we learn or reasonably suspect that your Account is or may be associated with any of the Prohibited Businesses, we will consider it to be a violation of these Terms and may suspend or terminate your access to your Account, or to all or any of the Services, and/or block transactions or freeze your funds immediately without notice.

4 Description of Our Services

What OpenTrade Provides

4.1 OpenTrade is a multi-exchange cryptocurrency brokerage that provides institutional clients and qualified users with unified access to multiple cryptocurrency exchanges through a single, comprehensive platform.

4.2 OpenTrade is not a cryptocurrency exchange. We do not operate our own traditional order matching system or maintain our own liquidity pools. Instead, we provide technology and services that allow you to access and trade on multiple third-party cryptocurrency exchanges through our unified interface.

Our Services Include:

4.3 Multi-Exchange Access: We provide you with the ability to trade on multiple partner cryptocurrency exchanges through a single OpenTrade account.

4.4 Smart Order Routing: Our technology routes your orders to achieve best execution, which may include routing to partner exchanges, internal matching between users, or a combination thereof, based on National Best Bid and Offer (NBBO) principles.

4.5 Unified Interface: We provide web-based and API access to trade across multiple exchanges through one consolidated platform.

4.6 Consolidated Reporting: All your trading activity across multiple exchanges is reported through a single, unified interface with consolidated account statements and analytics.

4.7 SPOT Trading Only: OpenTrade currently offers spot cryptocurrency trading services only. We do not currently offer margin trading, derivatives, lending/borrowing services, or staking services.

Custody and Fund Movement

4.8 Asset Custody Structure:

4.9 Asset Pooling and Custody Disclosure: By accepting these Terms, you expressly agree to the pooling and commingling of your Digital Assets with the Digital Assets of other users in OpenTrade's custody and at partner exchanges. Digital assets held by OpenTrade or at partner exchanges are not protected by deposit insurance.

Internal Order Matching

4.10 Internal Order Matching and Price Improvement: OpenTrade may match buy and sell orders between Users internally when such matching provides equal or better execution than routing orders to partner exchanges. When orders are matched internally, the execution price will be at or better than the best available price at partner exchanges.

4.11 Conflicts of Interest Disclosure: When OpenTrade matches orders internally between Users, OpenTrade acts as agent for both the buyer and the seller, which creates a potential conflict of interest. To mitigate this conflict, OpenTrade will only match orders internally when the execution price is at or better than the NBBO at partner exchanges.

Order Execution

4.12 How Orders Are Executed: When you place an order through OpenTrade, our smart order routing system determines the best execution venue, which may include routing to one or more partner exchanges, internal matching with other User orders, or a combination thereof. We act as agent/broker and execute trades in our name on your behalf. OpenTrade does not trade against you as principal.

5 Trading on the OpenTrade Platform

5.1 You may buy or sell a Digital Asset by placing an Order on the OpenTrade Platform.

5.2 You must verify all transaction information prior to submitting an Order. You acknowledge and agree that it is your sole responsibility to ensure the validity and accuracy of all actions conducted using your Account.

5.3 The OpenTrade Platform may not be accessible during scheduled maintenance or in the unexpected event that the OpenTrade Platform or any partner exchange encounters an interruption or outage.

5.4 OpenTrade may, at its sole discretion and without prior notice, close or suspend your Account and access to the Services, refuse any Order submitted, or impose trading limits on your Account if OpenTrade deems that you may have violated any Applicable Laws and Regulations.

5.5 You may only place an Order using the OpenTrade Platform if your Account contains sufficient Assets to cover the Order and any associated fees.

5.6 When you place an Order, the corresponding Asset amount (including any applicable fees) will be placed on hold in your Account until the Order fills, expires, or is canceled.

5.7 You may withdraw or cancel an Order after it is submitted, provided such Order has not yet been executed. Trades are irreversible once Orders are executed.

Suspension of Services

5.12 OpenTrade, at its sole and absolute discretion, may suspend all or part of the Services, or your access to all or part of the Services, whenever OpenTrade determines that you may have breached any of these Terms, or a situation arises that may affect the proper functioning of the OpenTrade Platform or any partner exchange.

6 Risk Statement

6.1 This section provides Users with information about the risks associated with trading in Digital Assets and using OpenTrade's Services. Users should read this Risk Statement carefully before opening an Account and executing Trades.

6.2 This Risk Statement is not intended to disclose or discuss in detail all the risks associated with trading or holding Digital Assets. Users should ensure that their decisions are made on a well-informed basis.

Nature of Digital Assets

6.7 Digital Assets are not legal tender, are not backed by any government and may not be backed by any physical assets.

6.9 Digital Assets are generally considered a high-risk asset class. You must therefore exercise prudent judgment when trading Digital Assets.

6.11 Digital Asset transactions are generally irreversible. Thus, accidental or fraudulent transactions with respect to Digital Assets may not be recoverable.

Value of Digital Assets and the Risk of Loss

6.12 Investing in Digital Assets carries a high level of risk and, as such, may not be suitable for all investors. Users may lose some or all of their money.

6.14 Digital Asset values are highly volatile and can fluctuate substantially in comparison to Fiat Currencies or traditional investment products.

6.15 Users may bear the risk of potential losses up to the full amount of their invested capital. Users should only invest capital that they can afford to lose without impacting their standard of living.

Custody and Asset Pooling Risk

6.37 Critical Custody Disclosure: Digital Assets held by OpenTrade or at partner exchanges are commingled with other users' assets. Such assets may be held in online "hot wallets" which are more vulnerable to hacking and theft than offline cold storage.

6.38 In the event of OpenTrade's insolvency, bankruptcy, or a security breach, you may experience total or partial loss of your Digital Assets.

6.39 There is no government insurance (such as FDIC or SIPC) protecting your Digital Assets. You acknowledge and accept these custody risks.

Exchange Counterparty Risk

6.40 This is a critical risk for OpenTrade users: Your Digital Assets may be held at partner cryptocurrency exchanges. You are therefore exposed to the counterparty risk of these exchanges.

6.41 Exchange Insolvency or Failure: In the event of insolvency, bankruptcy, or failure of a partner exchange, you may experience total or partial loss of your Digital Assets held at that exchange, face significant delays in recovering your assets, have limited or no recourse for recovery, and be subject to the insolvency proceedings of the exchange's jurisdiction.

7 Your OpenTrade Account

Account Registration and Identity Verification

7.1 In order to use any of the Services, you are required to provide accurate and complete information for all fields on the registration page to verify your identity.

7.2 You agree to provide us with authentic information at registration and on an ongoing basis for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime.

7.3 We use third-party KYC providers to verify your identity. By creating an account, you consent to our use of such providers.

Protecting your Account

7.5 You agree to be the sole person accessing your Account unless otherwise authorized by OpenTrade. You are solely responsible for keeping, protecting, and safeguarding any keys, certificates, passwords, access codes, user IDs, API Keys or other credentials.

7.6 If you lose your Passwords, you may not be able to access your Account. You agree to notify us immediately of any unauthorized use of your Passwords or access to your Account.

Account Closure

7.11 You may request OpenTrade to close your Account at any time. Closing an Account will not affect any rights and obligations incurred prior to the date of Account closure.

Account Suspension

7.15 OpenTrade has the right to suspend your Account at any time, in our sole discretion. You agree that we may freeze/lock any Assets in your Account and suspend your access to the OpenTrade Platform if we suspect any violation of these Terms or our AML Program.

8 Users' Rights and Limitations to License Use

8.1 We grant you a limited, non-exclusive, non-transferable license, subject to the Terms, to access and use our OpenTrade Platform and Services, solely for purposes permitted by us. You agree that you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way, exploit any of our products and Services.

8.2 You agree that all rights, title and interest in the Services and associated software and technology, including all intellectual property rights therein, are and will remain with OpenTrade and its technology partners.

9 User Obligations

9.1 You may not register multiple accounts with the OpenTrade Platform.

9.2 You may not use another user's Account.

9.3 You may not use the OpenTrade Platform or the Services in any way that causes, or may cause, damage to the OpenTrade Platform or impairment of the availability or accessibility of the OpenTrade Platform.

9.5 You shall comply with all Applicable Laws and Regulations.

9.6 You are solely responsible for any loss resulting from your actions, including but not limited to input errors, mistiming of trade instructions, forgetting or disclosing your password, computer or network issues, transfer errors, or unauthorized transactions.

10 Fees

10.1 Fee Structure: OpenTrade charges transparent execution commissions for trades executed through our platform. Fees may vary based on trading volume (tiered pricing), specific exchange where orders are executed, and order type (maker vs. taker fees at exchanges).

Two-Part Fee Structure (External Routes)

When your order is routed to and executed at a partner exchange, you will be charged two separate fees:

• OpenTrade Execution Fee: Our commission for providing routing and execution services
• Exchange Fee: The fee charged by the partner exchange for executing the trade

Single Fee Structure (Internal Matching)

When your order is matched internally with another OpenTrade user's order, you will only be charged the OpenTrade Execution Fee. No exchange fees apply to internally matched orders.

10.3 No Hidden Fees: OpenTrade does not charge hidden spreads, trade against clients, earn from market making at your expense, or charge account maintenance fees, platform access fees, deposit fees, or withdrawal fees (for standard transactions).

10.4 Third-Party Fees: You are responsible for blockchain network fees (gas fees, miner fees), fees charged by partner exchanges (passed through to you), bank transfer fees (for fiat transactions), and any fees charged by your financial institutions.

11 Change, Interruption, Termination, and Discontinuance of Services

11.1 Service Change and Interruption: We may change the Services and/or may also interrupt, suspend or terminate the Services at any time with or without prior notice.

11.2 Service Discontinuance and Termination: We reserve the right, at our sole discretion, to discontinue or terminate the Services provided to you without notice, temporarily or permanently, including in cases where personal information is untrue, you violate Applicable Laws and Regulations, or as required by any Competent Authorities.

12 Unclaimed Property

12.1 If you have any assets held by OpenTrade in your Account and OpenTrade is unable to contact you and has no record of your use of the Services for a period of time exceeding not less than twelve (12) months, OpenTrade may be required to report these funds as unclaimed property in accordance with Applicable Laws and Regulations.

12.2 If OpenTrade is unable to locate you, OpenTrade reserves the right to close your Account, liquidate all assets into Fiat Currency, and deliver such Fiat Currency as unclaimed property.

13 Compliance with Your Local Laws and Taxes

13.1 It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. We do not provide legal or tax advice.

13.2 You agree to comply with all relevant laws and regulations in any applicable jurisdiction. Regarding the prevention of terrorist financing and anti-money laundering (AML), we will work with Competent Authorities as required.

14 Privacy Policy

14.1 Please refer to our Privacy Notice for information about how we collect, use, and share your information. Our Privacy Notice is incorporated into these Terms by reference.

15 Limitation of Liability, Warranties and Indemnification

Exclusion of Liability

15.1 Neither OpenTrade nor any of its affiliates, partners, officers, directors, employees, or agents shall be liable for any Loss arising from: disputes between users, breaches of these Terms, violations of Applicable Laws and Regulations, acts or omissions by third parties with access to your Account, failures at partner cryptocurrency exchanges, losses from asset pooling, or losses from internal order matching.

Limitation of Liability

15.2 OPENTRADE, ITS AFFILIATES, TECHNOLOGY PARTNERS, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE OPENTRADE PLATFORM OR THE SERVICES.

15.3 YOU AGREE THAT OPENTRADE WILL NOT BE LIABLE FOR ANY AMOUNT GREATER THAN THE TOTAL VALUE OF THE ASSETS IN YOUR ACCOUNT AT THE TIME THE EVENT GIVING RISE TO YOUR CLAIM FIRST AROSE.

Disclaimer of Warranties

15.10 THE SERVICES AND ANY INFORMATION OR MATERIALS PROVIDED ON THE OPENTRADE PLATFORM ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AT YOUR OWN RISK, WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY.

16 Variations

16.1 OpenTrade has the right to amend, replace, supplement or delete these Terms or any part of these Terms.

16.2 OpenTrade will make reasonable efforts to provide you with notice of an Amendment by posting the revised Terms. An Amendment will be effective 30 days after posting for material changes, or immediately for non-material changes.

16.4 If you do not accept an Amendment, your sole remedy will be to stop using the Services and close your Account. Continued use of the Services will constitute agreement with the revised Terms.

17 Transfer of Business

17.1 In the event of a transfer of the whole or part of the business of OpenTrade to any third party, you consent to the transfer of the business relationship between you and OpenTrade, which includes your Account, Assets, liabilities, and Personal Data.

17.2 In the event that OpenTrade is acquired by or merged with a third-party entity, OpenTrade reserves the right to transfer or assign the information collected from Users as part of the acquisition, merger, sale or other change of control.

18 Governing Law and Dispute Resolution

Governing Law

18.1 The Terms, your use of the Services, any claim, counterclaim or dispute of any kind or nature whatsoever arising out of the Terms shall be governed by, and construed in accordance with, the laws of Costa Rica without regard to the principles of conflicts of laws thereof.

Arbitration Agreement

18.2 PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

18.3 You acknowledge and agree that in the event of any Dispute, the parties shall first attempt to resolve the Dispute through good faith negotiations for a period of thirty (30) days.

18.4 If the Dispute has not been resolved through negotiations, such Dispute shall be referred to and finally resolved by binding arbitration administered by the Costa Rican Chamber of Commerce Arbitration Center.

18.5 Unless otherwise mutually agreed: The seat of arbitration shall be San José, Costa Rica; the number of arbitrators shall be one (1); the arbitration proceedings shall be conducted in English; and the arbitrator's decision shall be final and binding.

Waiver of Jury Trial

18.6 YOU AND OPENTRADE AGREE TO WAIVE ANY RIGHT TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY.

Waiver of Class and Other Non-Individualized Relief

18.7 YOU AND OPENTRADE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF, PRIVATE ATTORNEY GENERAL, CLASS REPRESENTATIVE OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING.

Limitation Period

18.11 Any claim arising out of or related to the Terms must be filed within one year after such claim arose. Otherwise, the claim is permanently barred.

19 Separability, Complaints and Miscellaneous

Separability

19.1 If any provision of these Terms is deemed or becomes illegal, invalid, or unenforceable in any respect, such provision shall be deemed to be divisible and shall not affect or impair the legality, validity or enforceability of any other provision.

Complaints

19.2 If you have any complaints, feedback, or questions, you may contact us through our Support Center. When you contact us, please provide your name, email address and any other information we may need to identify you.

Miscellaneous

19.4 These Terms detail the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and communications relating thereto.

20 Definitions and Interpretation

20.1 In these Terms and unless otherwise specified, references to:

• "party" means either OpenTrade or a User, and "parties" means both OpenTrade and a User
• "writing" includes any record capable of being published, whether or not in electronic form
• "person," whether his/her name is capitalized or not, shall include a natural or legal person
• "Clauses" are to the clauses of these Terms
• "including," "include" and "not limited to" shall be construed as illustrative only

21 Authorization

21.1 The individual executing this Agreement on behalf of a corporation or other legal entity personally represents that he or she is duly authorized to execute this Agreement on behalf of such entity and that this Agreement is binding upon such entity.

Acknowledgment and Acceptance

BY CREATING AN ACCOUNT, ACCESSING THE OPENTRADE PLATFORM, OR USING OPENTRADE SERVICES, YOU ACKNOWLEDGE THAT:

• ✓ You have read and understood these Terms in their entirety
• ✓ You agree to be bound by these Terms
• ✓ You understand the risks of cryptocurrency trading as outlined in the Risk Statement
• ✓ You understand that your assets may be held in OpenTrade's custody or at partner exchanges
• ✓ You are aware of the exchange counterparty risks and custody risks, including the risk of total loss
• ✓ You understand that OpenTrade is a multi-exchange brokerage, not an exchange
• ✓ You consent to internal order matching as described in these Terms
• ✓ You are eligible to use our services under Clause 2
• ✓ You are not located in a restricted jurisdiction
• ✓ The information you provided is accurate and complete
• ✓ You accept all risks associated with using the Services