Terms of Use

Terms and conditions

HighBlock Limited（“ HighBlock ”）

The Terms and Conditions contain important information which applies to your dealings with us in relation to the Services (as defined in this document). You should read this document carefully and retain it for future reference. Different terms and conditions may apply to the particular services we provide. Any such terms and conditions are in addition to the terms set out in this document.

These terms, together with the relevant account opening documents, the bitV Exchange Rules, any other relevant agreements entered into between the Client and the Company and the material terms and conditions contained in the Rules, constitute the entire agreement between the Client and the Company in respect of all accounts maintained by the Client.

In particular, Part IV of this document describes certain risks associated with virtual asset trading and related services, which HighBlock may make available to Client from time to time in its sole discretion. These Terms do not disclose or discuss all risks or other material aspects of entering into or having entered into Transactions. Client should not interpret these or any other statements as legal, tax or final advice. We are not the Client's financial advisor and the Client should not be considered to be acting in that capacity. The Client should consult its own independent professional advisors before entering into any transaction and should only do so if the Client fully understands the nature of the transaction, the contractual relationship it is about to enter into, all relevant terms and conditions, and the nature and extent of the losses to which the Client is exposed.

If you have any questions about this document or experience any difficulties or interruptions in service, please contact us using the details below.

PART 1: GENERAL TERMS

1. Definitions and Interpretation

1.1 Definitions

These meanings apply unless the contrary is intended:

“Account” (or ID) means: any client account established and maintained by HighBlock in the name of the Client in connection with any related services provided by HighBlock.

“Affiliate” means:
(a) in relation to a corporation, partnership or any other form of legal entity, another entity or person that, directly or indirectly, is Controlling, Controlled by or under common Control with such entity; or
(b) in relation to any individual, any of his Associates;

“Agreement” means the written agreement between Client and HighBlock relating to the opening, maintenance and operation of the Account, as amended from time to time, including, without limitation, these Terms, the Rules, any documents setting forth the fees, costs, charges and expenses that may be applicable to any services provided by HighBlock, to any orders and/or to any Transactions, as well as any other rules, notices, guidelines or agreements specified by HighBlock that form part of the Agreement. any other rules, notices, guidelines, terms or agreements specified by HighBlock that form part of the Agreement.;

“Agreed means of communication” means:

(a) in relation to Trading Services, the website and, where applicable, API on which we provide such services;

(b) in relation to Brokerage Services, the website on which we provide such services and, where applicable, the API and any other method specified by HighBlock from time to time; and

(c) the Website or any other means of communication notified to you in writing as being suitable for trading in Virtual Assets.

“Airdrop” means the attempted distribution or distribution by a Virtual Asset network of any Virtual Assets to Virtual Asset addresses of a supported network;

“AML/CFT Requirements” means the anti-money laundering or counter-financing of terrorism requirements prescribed by Applicable Laws;

“Associated Entity” means a company that is

(i) is a “ associated entity” as defined in section 165 of the Securities and Futures Ordinance;

(ii) is incorporated in Hong Kong;

(iii) holds a “trust or company service provider licence” (Licence No T006486) under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615 of the Laws of Hong Kong); and

(d) is a wholly-owned subsidiary of HighBlock Limited.

“Authorized Person(s)” means an individual designated or duly authorized by the Client to act on behalf of the Client pursuant to these Terms pursuant to necessary corporate or other action (which shall be evidenced by appropriate documentation delivered to and accepted by HighBlock), provided that HighBlock completes the validation and other procedures related to AML/CTF requirements;

“Business Day” means a day (other than a Saturday or Sunday) on which commercial banks are open for general business (including dealings in foreign exchange) in Hong Kong;

“bitV” means the virtual asset trading platform operated by the Company under the brand name “ bitV ”;

“Company” means HighBlock Limited, a company incorporated in Hong Kong with limited liability under company number 3331956;

"Control" means:
(a) the power (whether directly or indirectly and whether by the ownership of share capital, the possession of voting power, contract or otherwise) to appoint and/or remove all or such number of the members of the board of directors or other governing body of an entity or partnership as are able to cast a majority of the votes capable of being cast by the members of that board or body on all, or substantially all, matters, or otherwise to control or have the power to control the policies and affairs of that person; and
(b) the holding and/or the possession of the beneficial interest in and/or the ability to exercise the voting rights applicable to shares or other securities in any person which confer in aggregate on the holders thereof more than 50% of the total voting rights exercisable at general meetings of that person on all, or substantially all, matters,

and, “Controls” and “Controlled” shall be construed accordingly;

“Costs” include costs, fees and expenses, including those associated with the network or blockchain behind the virtual assets and/or the involvement of third party service providers;

“Dispute” includes any dispute, controversy, disagreement or claim arising out of or relating to this Agreement or the subject matter hereof, including any question concerning the formation, validity, interpretation, performance, breach and termination of this Agreement;

“Eligible Virtual Asset” means:

(a) Not associated with a wallet address that has been blacklisted or otherwise determined by a government agency or relevant authority to be in violation or potential violation of AML/CTF requirements;

(b) Not associated with suspicious or illegal activity, including dark web or ransomware cases;

(c) have no restrictions on their transfers, withdrawals or deposits (including, for example, restrictions due to “time-lock” features); or

(d) are deemed by HighBlock to be Eligible Virtual Assets.

In each case, as determined by HighBlock in accordance with applicable law, HighBlock's internal policies and any other relevant considerations;

“Exchange Materials” means trading instruments, marketing information and other materials made available on or through an exchange platform;

“Exchange Transactions” means transactions in virtual assets that are initiated and completed through an exchange platform;

“FATF Guidelines” means any official guidance published by the Financial Action Task Force as applicable to Virtual Assets and/or Virtual Asset Service Providers, including without limitation the Guidance for a Risk-Based Approach to Virtual Assets and Virtual Asset Service Providers published by the Financial Action Task Force on 21 June 2019 (as amended or updated);

“Fee Schedule” means the schedule of fees for the Services published on the b itv.com website and/or the Application, as modified and updated from time to time;

“Fiat currency” means any of the following assets:

(a) fiat currency of a country or territory; and

(b) is customarily used and accepted as a medium of exchange in the country or territory in which it is issued;

In each case, as determined by HighBlock. In addition, the use of any fiat currency in the Services is subject to HighBlock's approval;

“Fork” means any change in the operating rules of the underlying protocols of a Virtual Asset that may result in: a) more than one version of that Virtual Asset; and/or b) HighBlock holding an amount (which may be an identical amount) of Virtual Assets associated with each forked network, in each case as determined by HighBlock;

“Government agency” means any governmental, quasi-governmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity;

“Hong Kong” means the Hong Kong Special Administrative Region of the People's Republic of China;

“Hot Wallets” means virtual asset storage devices that are connected to the Internet;

“Infrastructure Participant” means any trading venue or other financial market infrastructure that facilitate the clearing, settlement, and recording of transactions relating to fiat currencies or Virtual Assets;

“Instruction” means any communication which HighBlock deems as having been given by the Client or an Authorized Person in relation to a Transaction;

“KYC” means know-your-client;

“KYC Documents” means documents that we collect during the KYC process for identification purposes in accordance with financial crime requirements and for compliance with tax laws, such as the Inland Revenue Ordinance (Chapter 223 of the Laws of Hong Kong);

“Loss” means any and all claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs, charges and expenses, including without limitation all legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement whether by a third person or otherwise;

“Market Data” includes all open orders and all filled orders in the order book;

“Network Event” in relation to a Virtual Asset means any event (other than an Airdrop or Fork) in respect of the blockchain or the smart contract that underlies a Virtual Asset, which is beyond HighBlock’s control, and results in either:
(a) a loss of control or ownership by HighBlock or a third party of any amount of such Virtual Asset; or
(b) Transaction records on the blockchain being altered, reversed or otherwise invalidated, whether by way of a fraudulent act or consensus, which shall include without limitation any double spending attack, 51-percent attack, or blockchain reorganization,

where in each such foregoing instance, HighBlock shall have the sole discretion to determine whether a Network Event has occurred;

“Network Participant” means a person or entity who has the ability to cause the occurrence of a Network Event, including any group of persons or entities acting in concert;

“OTC Trading Platform” means our OTC brokerage service platform for facilitating trading of Virtual Assets, which may be made available/accessible to you at our sole discretion in accordance with applicable laws, our internal policies and any other relevant considerations;

“OTC Transactions” means virtual asset transactions that are initiated and completed through an OTC platform;

“Privacy Policy Statement” means our Service-specific privacy policy statement posted on the bitv.com Website and/or Application, as modified and updated from time to time;

“Professional Investor” has the same meaning as defined in the SFO and the Securities and Futures (Professional Investor) Rules (Cap. 571D of the Laws of Hong Kong);

“Prohibited Address” means:

(i) any blockchain address that appears on a list of addresses whose transactions are prohibited under applicable law by the United Nations or other governmental or related agencies, or is part of a group of addresses appearing on such a list; and

(ii) without limiting the generality of this definition, an address that is identified on a list of Specially Designated Nationals of the United States Department of the Treasury;

“Prohibited Person” means a person who, in HighBlock's opinion, has done any of the following:

(i) violates any AML/CTF requirements of any jurisdiction

(ii) appears on a list of persons who are prohibited from dealing by the United Nations or other governmental agencies or regulatory bodies under applicable law; or

(iii) acts on behalf of or for the benefit of any person described in clause (i) or (ii).

“Rules” means all of the trading and operational rules and policies of HighBlock, as well as admission and removal rules and criteria and any procedures and requirements relating to bitV Exchange, as amended from time to time;

“Services” means the services provided by HighBlock to Client from time to time and expressly subject to this Agreement;

“Sanctions” means any economic sanctions laws, regulations, embargoes or restrictive measures imposed by the United Nations Security Council and/or Hong Kong, Singapore, South Korea, the United States of America, or any other jurisdictions selected for inclusion hereunder by HighBlock from time to time;

“SFC” means the Securities and Futures Commission of Hong Kong;

“SFO” means the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any subsidiary legislation made thereunder as amended, extended, re-enacted, replaced or superseded from time to time;

“Taxes” means taxes, levies, imposts, charges and duties imposed by any authority (including stamp and transaction duties) together with any related interest, penalties, fines and expenses in connection with them, except if imposed on, or calculated having regard to, the overall net income of HighBlock;

“Transactions” means any transactions concerning the purchase, subscription, sale, exchange or other disposal and/or dealings in any and all kinds of Virtual Assets including (but not limited to) holding of Virtual Assets on behalf of the Client and the provision of nominee or custodian service therefor and other transactions effected under or pursuant to these Terms and any other Agreement;

“Virtual Assets” means digital representations of value that may be transferred, stored and traded digitally, conditionally or unconditionally, and may be used for payment, investment or other purposes as determined and approved by HighBlock from time to time for use in connection with the Services.

Virtual Assets may include digital representations of securities that satisfy the Terms and Conditions for Operators of Virtual Asset Trading Platforms issued by the SEC on November 6, 2019, as amended from time to time, but do not include digital representations of legal tender.

For the avoidance of doubt, any Virtual Asset:

(a) is transferred to any additional layer (or “meta” layer) on top of the blockchain or any sidechain associated with another Virtual Asset; or

(b) is a derivative of another Virtual Asset with enhanced features or functionality that complements or interacts with other Virtual Assets (e.g., a “colored” Virtual Asset).

shall be considered a Virtual Asset distinct from other Virtual Assets and its use in connection with the Services shall be subject to HighBlock's approval;

“Virtual Asset Service Providers” means a natural or legal person that (i) meets the definition given to such term under the FATF Guidelines; (ii) complies with the FATF Guidelines; and (iii) has a digital address that has been approved by HighBlock;

“Website” means our website, currently www.bitv.com;and

“You or Your” means the individual designated as the Applicant during registration and, where the context permits, includes any Authorized Individual.

1.2 Interpretation

Unless the contrary is intended, references in these Terms and Conditions to

(a) A document (including these Terms and Conditions) includes any alteration or replacement thereof;

(b) A person includes an individual, corporation, enterprise, firm, association, partnership, joint venture, organization, institution, trust or agency, whether or not having separate legal personality;

(c) References to clauses and sub-clauses are to the clauses and sub-clauses of these Terms and Conditions unless otherwise stated;

(d) The headings of the clauses are for convenience only and do not affect the interpretation and construction of the clauses;

(e) Acts, ordinances, codes or other laws, including regulations and other instruments thereunder, and the consolidation, amendment, reenactment or replacement of any of them;

(f) Words denoting the singular include the plural and vice versa;

(g) Words importing any gender include all genders and references to persons include corporations, businesses or any governmental agency;

(h) No rule of interpretation shall apply to the detriment of a party who was responsible for the preparation of, or sought to rely on, this Agreement or any part of this Agreement;

(i) Specified persons include that person's executors, administrators, heirs, substitutes (including persons taking a debt novation) and assigns;

(j) An agreement, representation or warranty in favor of two or more persons, for their joint benefit and for the separate benefit of each of them;

(k) A group of persons or things means an association of two or more persons or things, or each of them individually;

(l) HK$ or HKD means the fiat currency of Hong Kong;

(m)US Dollar, US$, USD or $ means the fiat currency of the United States of America;

(n) Unless otherwise expressly provided in writing, a period of time beginning on a particular day or the day on which an act or event occurs shall be excluded;

(o) A day shall be construed as a period of time beginning at midnight and ending 24 hours later;

(p) In describing an example, the words “including”, “comprising”, “such as” or “such as” do not limit the scope of the example to which it relates. do not limit the meaning of the words associated with the example in relation to that or similar examples;

(q) Time means Hong Kong time;

(r) “property” or “asset” includes any present or future, immovable or movable, tangible or intangible property, asset or undertaking, and any right, interest or benefit therein or arising therefrom; and

(s) anything (including any amount or service) includes every part and/or feature thereof.

1.3 Nothing in these Terms and Conditions shall require the Client or HighBlock to take any action other than that required by applicable law.

1.4. Any documents referred to in these Terms and Conditions (including hyperlinks) form part of these Terms and Conditions.

1.5. If an act of a party which is required to be completed on or before a particular day under these Terms and Conditions is completed after 5:30pm on that day, the act is deemed to be completed on the following day.

1.6. If an event under these Terms and Conditions must occur on a specified non-working day, the specified date will be deemed to be the next working day.

1.7. Headings (including headings in brackets at the beginning of paragraphs) are for convenience only and will not affect the interpretation of these Client Terms and Conditions.

2. Terms and Conditions

2.1. These Terms and Conditions set out the terms and conditions that apply to your use of the Website and/or the Application, the Services and your account.

2.2. These terms and conditions apply to all services we provide with or for you. These terms and conditions will supersede any previous agreement, if any, between us and you on the same subject matter.

2.3. By using the Website and/or the Application, the Services and/or instructing us to trade in virtual assets for you or provide you with the Services, you will be deemed to have agreed to and accepted this Agreement, including these Terms and Conditions, and will therefore be legally bound to you. If you do not agree, you must refrain from entering into any Virtual Asset Transactions.

2.4. These Terms and Conditions disclose and discuss some, but not all, of the risks or other material aspects of entering into a Transaction or the Transactions undertaken. You should not interpret these or any other statements as legal, tax or financial advice. You are solely responsible for determining whether any investment, investment strategy or related transaction is suitable for you in light of your personal investment objectives, financial situation and risk tolerance.

2.5 These terms and conditions include general terms, specific terms of service and additional terms.

2.6. In the event of any conflict or inconsistency between any of the terms of this Agreement, this Agreement shall be construed, interpreted and applied so as to give effect to its express terms in the following order of precedence, so that, notwithstanding any term or aspect of the document referred to first, the document referred to second shall take precedence to the extent of any inconsistency:

(a) These Terms and Conditions

(b) Any approvals and/or confirmations;

3. Relationship and Services

3.1 By agreeing and accepting the terms of this Agreement and using any of our services, you will be deemed to be our “Client” under the Securities and Futures Ordinance.

3.2 Under the Escrow Arrangement, you agree and understand that nothing in this Agreement shall be deemed to constitute, create, imply, implement or otherwise recognize any form of partnership, employment, joint venture or formal business entity; or to create, imply or otherwise treat us as your agent, trustee, fiduciary or other representative. The rights and obligations of you and us are limited to those expressly set forth in this Agreement. Except for the indemnities and disclaimers contained in this Agreement, nothing expressed, referred to or implied in this Agreement is intended to, or shall be construed as, conferring on any person other than the parties to this Agreement any legal or equitable rights, remedies, or claims under or in connection with the enforcement of any of the terms of this Agreement, and all representations, warranties, covenants, conditions, and stipulations of this Agreement are intended to, and shall, only be for the benefit of the parties.

3.3. you are responsible for your decisions regarding your Account, Virtual Assets and Virtual Asset Transactions, including whether to enter into this Agreement, use any Services or enter into any Virtual Asset Transaction.

3.4. no employee or agent of ours is authorized to make any representations about any matter relating to this Agreement. Subject to applicable law, we will not be liable for any loss caused by any employee or agent acting without authority.

3.5. You acknowledge and agree that:

(a) may, in its sole discretion, from time to time use third party service providers (such as exchanges, brokers and custodians) to provide the Services;

(b) the services of appropriate third party service providers are not available on commercially reasonable terms and may not be available; and

(c) we shall not be liable for acts, omissions, unavailability or any loss arising from the use of such third party service providers if we have exercised reasonable care in selecting such third party service providers.

We agree to conduct appropriate due diligence prior to the appointment of any Third Party Service Provider and to conduct periodic ongoing due diligence in connection with the continued engagement of the appointed Third Party Service Provider. Such due diligence will be in accordance with our internal policies and procedures.

3.6. Our activities in connection with the Services are not exclusive. Subject to applicable law, we may transact with and provide services to others as we, in our sole discretion, deem appropriate and will be paid or compensated appropriately.

Unless required by applicable law, we have no responsibility or liability for:

(a) to advise you of any benefits we receive as a result of dealing with or providing services to others; or

(b) any fact or thing that comes to our attention in the course of dealing with others or providing services to others or in any other capacity or in any way in the course of our business.

We and other members of the Group may hold proprietary positions or carry out proprietary activities, including hedging transactions with you in connection with Virtual Asset Transactions, which may affect the market price of the Virtual Asset Transaction, interest rates or other market factors, which may affect the value of the Virtual Asset Transaction.

4. Accounts

4.1. Establishing a service account

In order to provide the Services to you, we may open an account in your name or otherwise for you. To open and maintain an account with us and access the Services, you must:

(a) complete the applicable application form as requested by us; and

(b) provide such information as we may reasonably request. The information you provide must be complete, accurate and up-to-date.

We have sole discretion to open, operate and close accounts. Without limiting the terms of the Agreement, we may do the following at any time and without liability:

(d) Specify or change the scope and extent of accounts and services;

(e) Specify the types of services and/or virtual assets supported by the Account;

(f) Setting or altering any limitations relating to the Account or the Services; and/or

(g) limit or impose conditions or restrictions on the Account.

You may not have more than one account with us. At our discretion and operational requirements, we may provide you with a sub-account for each service we offer.

We establish and maintain any account for the sole purpose of providing the Services and recording the related legal tender and virtual asset movements. Under no circumstances should any Account be construed as any type of banking service or stored value service.

4.2. Account Requirements

In addition to any other requirements we may impose from time to time, you must:

(a) have full legal capacity at all material times;

(b) Be and remain at all material times a professional investor;

(c) provide us with the information, documents and authorizations we require in a timely manner in order for us to carry out all necessary “know your customer” checks and to comply with AML/CTF requirements and other applicable laws; and

(d) notify us promptly in writing of any changes to any information, documents or authorizations provided to us and submit evidence or supporting documentation of such changes.

We reserve the right in our absolute discretion to reject any application or to designate any person to operate the Account and we will not provide you with any reasons for such rejection.

4.3. Account details and access rights

We may provide you with a username and password or other login details or access methods appropriate to your account, including two-factor authentication.

You are responsible for maintaining the confidentiality of your login details or access methods so that your account cannot be accessed or used without your permission.

You must comply with any rules we have in place for your access to the Services, the Website and/or any agreed method of communication. This includes any authentication and other security procedures, including two-factor authentication.

4.4. Account Management

Pursuant to this Agreement: (i) you may transfer virtual assets and legal tender to us for the purpose of accessing the Services in accordance with the instructions provided on the Website; (ii) we will record in the Account the amount of any legal tender or virtual assets received by us for your Account in connection with the Services and, for this purpose, if any legal tender is received by us and it is credited in the form of immediately available funds to our designated bank account, such legal tender will be deemed to have been received by us; any Virtual Assets received by us will be rounded down to the nearest eight (8) decimal places.

Use of eligible Virtual Assets is permitted only for purposes related to the Services. We reserve the right, in our sole discretion, to determine when and if a Virtual Asset is an Eligible Virtual Asset, and you acknowledge and understand that such determinations may take a long time and that we are under no obligation to provide you with any reason for any determination.

You may not attempt to transfer: virtual assets or legal tender to us unless:

(a) you are the legal owner of the virtual assets or legal tender or have the absolute right to sell, distribute, assign, transfer and deliver the virtual assets or legal tender;

(b) Their transfer is consistent with AML/CFT requirements and FATF guidelines and is lawful;

anything other than virtual assets or legal tender.

We may make payments from the Account without any express instructions from you and you authorize us to make such payments in accordance with clauses 7 and 9.

You may request us to transfer:

(a) record legal tender in your Account to an external bank account in your name; and

(b) Virtual Assets recorded in your Account (rounded to the nearest eight (8) decimal places) to an external digital address that is compatible with the relevant Virtual Asset and controlled by you or the Virtual Asset Service Provider.

in accordance with the instructions provided on the Website and always in our sole discretion to accept or reject instructions.

It is your responsibility to ensure that you provide us with the correct bank account and numerical address details. For example, if you provide us with incorrect digital address details, or if you are unable to access the digital address provided, your Virtual Assets may be permanently lost.

4.5. Joint account holders

If an account is set up for more than one person:

(a) each of you will be able to operate the Account independently of the others, but not at the same time;

(b) You will each be bound jointly and severally by this Agreement;

(d) if one of you ceases to have legal capacity, the account will be closed and any balance will be paid by us to the remaining person.

4.6. Account Operating Authority - Authorized Persons

When you appoint Authorized Persons to perform any action under this Agreement, you must provide us with details of the Account Operating Privileges of all Authorized Persons.

We will act on the Account Operating Privileges until you change (by removing or adding Authorized Persons) or cancel it.

If you wish to change the Account Operating Privileges, or cancel them, by changing the Authorized Person or method of operation, you must give us instructions in writing. Upon receipt of the instructions, we will change or revoke the authority. The change or revocation will take effect within a reasonable time after we accept your instructions, and we will notify you of the effective date of the change or revocation after it takes effect. If there are multiple account holders:

(a) all of you must authorize the addition of another person as an authorized person; and

(b) any one of you can revoke another person's authority to act as an Authorized Person.

We rely on any instructions given or purported to be given by an Authorized Person in accordance with the authority.

4.7. Maintaining Account Operating Standards

When accessing and operating an Account, you must:

(a) Ensure that your system is well-maintained and suitable for use of the Account;

(b) Maintain adequate security measures (including any two-factor authentication) on your system so as not to permit anyone other than you or your Authorized Person to access your Account;

(c) Run any such tests and provide us with any information we may reasonably request to determine that your system meets the requirements for accessing the account;

(d) Regularly check your system for viruses, rootkits, keyloggers and other malware (including any specific virus or malware detection programs that we may require from time to time);

(e) Inform us immediately of any unauthorized access to your account or any unauthorized transactions or instructions and, if within your control, cause such unauthorized access or use to cease;

(f) Never leave any system, telephone, computer, terminal or mobile device that can be used to access your Account unattended at any time; and

(g) if you become aware of any material defects, malfunctions, malware, viruses or other such defects in the Account, immediately notify us of such defects and discontinue use of the Account until you receive notice that the defects have been corrected.

In addition to any other rights under this Agreement, we may suspend, terminate and/or replace your Account at any time without notice to you if we believe it is necessary or desirable to do so in order for us to comply with applicable law.

4.8. Return of legal tender and/or virtual assets

After a time period has elapsed or as otherwise required by applicable law, FATF guidelines or our internal policies, we may, at our sole discretion, return:

(a) any legal tender recorded in your Account to an external designated bank account in your name; and

(b) migrate any Virtual Assets recorded in your Account (rounded to the nearest eight (8) decimals) to a designated external address that is compatible with the relevant Virtual Assets and is under your control, in a manner that is finally notified to us in writing, provided that the return of such account or address is in accordance with Applicable Law, the FATF Guidelines, and our internal policies.

If we receive Virtual Assets that are determined to be ineligible Virtual Assets, you shall provide us with an external address under your control upon our request. In accordance with applicable law, the FATF Guidelines and our internal policies, we will notify us in writing by returning the received assets to an external address that is compatible with the relevant Virtual Asset and under your control.

To the extent permitted by applicable law, we reserve the right to make deductions for fees or other administrative costs in connection with the return of any legal tender or virtual assets.

5. Virtual Asset Transactions

5.1. To conduct any Virtual Asset Transaction, you must comply with this Agreement and any applicable laws. Depending on the Virtual Asset Transaction, you must comply with the processes and requirements outlined in the applicable Service Specific Terms set out in Section 2, or as otherwise set out by us in writing. You must also comply with any applicable rules and instructions that we may issue from time to time in relation to the applicable Services.

5.2. When trading in Virtual Assets, you must from time to time give instructions or accept the relevant Terms by an agreed means of communication. You will be bound by the terms of the Virtual Asset Transaction from the time you give the instruction or accept the relevant terms unless you successfully cancel the Virtual Asset Transaction (to the extent that you are able or permitted to cancel the Virtual Asset Transaction as part of the Services).

5.3. we reserve the right to impose trading restrictions on Eligible Virtual Assets if such Virtual Assets previously identified as Eligible Virtual Assets no longer meet the Eligibility Criteria. These trading restrictions may include:

(a) temporarily or permanently halting trading in the Virtual Asset; or

(b) restricting you to selling only your own positions.

All risks, liabilities and losses suffered as a result of such trading restrictions.

5.4. Unless you are an institutional professional investor or a qualified corporate professional investor, before engaging in any transactions involving Complex Products, you agree to carefully read all warning notices posted on the Website and/or the Application in relation to such Complex Products. By proceeding with any such transactions, you acknowledge that you have read and understood these warning statements and assume all risks associated with participating in such transactions.

5.5. If any Eligible Virtual Asset or Eligible Legal Currency is determined not to be an Eligible Virtual Asset or Eligible Legal Currency, you must replace the assets in your account with Eligible Virtual Assets and/or Eligible Legal Currencies before entering into a Transaction for the Eligible Virtual Asset or otherwise fulfilling your delivery obligations under a Transaction for the Eligible Virtual Asset.

5.6. you shall be liable to us or any other Group Member for any losses suffered by us or any other Group Member as a result of your failure to pre-fund your Account.

5.7. You are solely responsible for:

(a) the obligations and performance under any Virtual Asset Transaction at the time of the Services and under any agreement made under or in connection with such Virtual Asset Transaction;

(b) complying with all notification requirements and other reporting obligations under applicable law in relation to a Virtual Asset Transaction;

(c) have controls in place to prevent unauthorized access to or alteration of your account and Virtual Asset Transactions; and

(d) have adequate arrangements in place to monitor any orders or instructions entered through our Services.

5.8. You understand and acknowledge that, unless you are an Institutional Professional Investor or Eligible Corporate Professional Investor, you may be prevented from trading in Eligible Virtual Assets if such conduct results in you exceeding the applicable limits and/or controls that we have imposed on you in relation to trading, positions, legal tender and/or transfers of Eligible Virtual Assets, and:

(a) based on our assessment of your financial situation and personal circumstances, we may impose such restrictions and/or controls at any time without prior notice and without giving reasons;

(b) we may monitor your positions in accordance with the restrictions or controls, but we are not responsible for monitoring or ensuring that you comply with any restrictions imposed on your trading activities by you or by applicable law;

(c) we may refuse to act on instructions and/or execute Virtual Asset Transactions. We may also suspend your access to the Services, require you to take certain steps, or take any other action we consider appropriate in the circumstances to comply with any restrictions imposed by Applicable Laws or by us; and

(d) you remain responsible for ensuring compliance with and adherence to any restrictions imposed on you and any Applicable Laws, and you shall indemnify us against any losses we incur as a result of your breach of any restrictions or controls imposed by us if you have been notified of such restrictions or controls at the time they were imposed.

5.9. We have the right to take an appropriate amount of time to consider, validate or block a Virtual Asset Transaction if you or any other person or entity associated with the Virtual Asset Transaction becomes a prohibited person, or if a match occurs in our sanctions filters.

6. Instructions

6.1. You acknowledge that you:

(a) authorize us to accept instructions from you or any Authorized Person. You acknowledge that each Authorized Person has the authority to give Instructions on your behalf. You will comply with any requirements we may reasonably impose in relation to instructions and any applicable law and will procure that each of your Authorized Persons complies with such requirements;

(b) It is agreed that we may assume the truthfulness of any instructions given or purported to be given by you or any Authorized Person or that any person purporting to be your Authorized Representative is in fact that person. We are under no obligation to investigate any of these matters;

(c) Authorize us to act in accordance with any instructions which we consider to be genuine and valid. We may rely solely on such instructions if we believe that they were given by you or your authorized person and are properly authorized, accurate and complete, even if the instructions are incorrect and even if you send us further information that differs in any way from such instructions; and

(d) be responsible for ensuring the accuracy and completeness of the Instructions. You acknowledge and agree that an Instruction, once given, is irrevocable and will be binding on you if we execute it.

6.2. To the extent applicable, you acknowledge that all Instructions given in electronic form (and our records of those Instructions) are original documents in writing. You agree not to challenge the validity, acceptability or enforceability of an Instruction on the basis that it is in electronic form.

6.3. we have no obligation under applicable law to assess the prudence or otherwise of any Instruction.

6.4. You may provide instructions via the agreed means of communication applicable to the relevant service. We reserve the right to refuse any instruction and all instructions given will only be valid if they are received by us during trading hours on the date the relevant service becomes available. However, we do not guarantee that any instructions will be processed even though they may have been received. We will use reasonable endeavors to execute instructions but do not guarantee that instructions will be executed in whole or in part or that they will be executed before a particular time. We are not responsible for any delays caused by force majeure events, cyber events, market factors, our own validation or authorization processes or for any other reason, nor are we responsible for executing Virtual Asset Transactions prior to processing any cancellations or modifications sent to us by you.

6.5. we agree to confirm your instructions relating to the execution of a Virtual Asset Transaction by an agreed means of communication. If we do not confirm your instruction in accordance with this clause, the instruction is deemed not to have been received by us.

6.6. we may, at our sole discretion, refuse to execute or delay the execution of any instruction (including where we suspect any fraudulent and/or illegal conduct is involved) without giving any reason. In particular, without prejudice to the generality of the foregoing, we may refuse to execute or delay the execution of any of your Instructions in order to comply with applicable law, our internal policies and procedures or if we unilaterally consider the Instructions to be contradictory or ambiguous. We will notify you of such refusal in due course by means of an agreed upon communication. You agree that you shall have no claim against us if we fail to execute or carry out any Instruction for any reason.

6.7. you acknowledge and accept the risks of giving instructions by the agreed means of communication, including the risk that any instruction is unauthorized or given by an unauthorized person, the risk that we may process the same instruction twice if you send us the same instruction in a different form and the risk that there can be no guarantee that any information sent by electronic means will be secure, free from viruses or delayed.

7. Fees and costs

7.1. all Virtual Asset Transactions executed in accordance with your instructions are subject to the Transaction Fee and any other fees, charges, commissions and costs that we may impose from time to time.

7.2. you must pay the fees, charges, commissions and costs set out by us herein, on our Fee Schedule, on our website and/or on the Application or as we may from time to time notify in writing as applicable to the Services and Virtual Asset Transactions.

7.3. you agree to pay any amount payable in legal tender or Virtual Assets in connection with a Virtual Asset Transaction, otherwise:

(a) we may return the legal tender or Virtual Asset in an inappropriate form and require you to make payment in the appropriate and due legal tender or Virtual Asset and charge you for the costs incurred in returning the payment; or

(b) we may convert the amount into legal tender or Virtual Assets when due and at a date and exchange rate that we reasonably believe to be appropriate, less the costs incurred in the conversion.

7.4. you understand and agree that if there is any tax payable in relation to your payment, you must pay us an additional amount equal to the amount of the payment multiplied by the appropriate tax rate at the same time as the payment.

7.5. except as otherwise provided in this Agreement, you are not entitled to a refund of any costs, fees or interest paid by you, or any allowances received by you, including in the event of cancellation of a Virtual Asset Transaction by you, or in the event of a partial or total termination of this Agreement

7.6.If default interest is charged under this Agreement, we may add any interest not yet paid under this Section 16.8 to the Outstanding Amount. You will then be liable for interest on the total amount under this clause 16.8.

7.7. From the date any payment under this Agreement is overdue until payment is made, you agree to pay interest on the overdue amount at the prevailing default rate of 8% per annum as requested by us. This rate will be revised periodically and will be made available to us upon request.

7.8. we may, in certain circumstances, cancel, revoke or deduct any payment we make under this Agreement (including any interest paid) and adjust the account accordingly, including to correct errors; if we do not receive in full and in a timely manner the unconditional legal tender and/or virtual assets in cleared funds; or if we have a reasonable cause to do so.

8. Payments and other obligations

8.1. you must hold a sufficient amount and of the appropriate type of legal tender and/or virtual assets in your Account to satisfy your obligations under the proposed Virtual Asset Transaction, including any applicable fees, costs and taxes, before you can place an order for a Virtual Asset Transaction.

8.2. we may transfer any Legal Currency and/or Virtual Assets from your Account in full settlement of the Virtual Asset Transaction and applicable fees, costs and Taxes without set-off, counterclaim or deduction or withholding (including any Taxes) unless deduction or withholding is required by applicable law.

8.3. Subject to clause 8.2, we will deliver or procure the delivery of any relevant legal tender and/or Virtual Assets to you pursuant to a Virtual Asset Transaction. Unless we agree otherwise, all such deliveries will be transferred to your relevant Account. Our obligation to deliver will be complete upon completion of our usual transfer procedures. All Virtual Assets delivered to you will be rounded up to the nearest eight (8) decimal places.

8.4. we may in good faith and in a commercially reasonable manner refuse to accept or refuse to deliver (or accept or refuse to deliver in accordance with the terms determined by it) any legal tender and/or Virtual Assets to you and we will notify you of any such refusal as soon as reasonably practicable. In particular, we may refuse to accept any ineligible Virtual Assets delivered by you and you must not use any such Virtual Assets to settle any Virtual Asset Transaction.

8.5. You acknowledge and agree that if at any time (taking into account other payments that have been deducted or are about to be deducted) there are insufficient Legal Tender or Eligible Virtual Assets recorded in the Account, we may, in our sole discretion and without obligation:

(a) refuse to carry out your instructions; and

(b) force the sale of any Virtual Assets we hold on your behalf;

In each case no further instructions or approval is required from you.

8.6. if any applicable law requires you to deduct any tax from payments made to us, you must increase the amount payable so that, after deducting the tax, the amount we receive is equal to the amount we would have received if the tax had not been required to be deducted. You agree to deduct the Taxes and pay that amount to the relevant government agency in accordance with applicable law and give us the original receipt.

8.7. We may be required to withhold payments made to you and forward those payments to a government agency. If we are required by any relevant government agency to deduct or withhold any amounts due to you, you agree to reimburse us immediately for any such deductions or withholdings. You will indemnify us against any loss suffered or incurred by us as a result of such deduction or withholding.

8.8. All payments made by you under this Agreement are made without regard to any goods and services tax, excise duty, value added tax or any tax of a similar nature. If any such tax is payable at the time of payment, you must pay us an additional amount equal to the amount of the payment multiplied by the appropriate tax rate. You must pay this at the same time as the payment.

8.9. Your obligation to pay any amount under this Agreement is separate from every other obligation you pay.

8.10. if the availability or transfer of legal tender or any Virtual Asset is restricted in a particular jurisdiction or we are unable to make payment in a particular legal tender or Virtual Asset, we may make payment in any other legal tender or Virtual Asset that we reasonably deem appropriate using an exchange rate that we deem reasonably appropriate.

9. Netting, set-off and liens

9.1 If, on any day, you and we are obligated to make payments and deliveries in the same Legal Tender or the same Virtual Asset in respect of two or more Virtual Asset Transactions, we may elect to pay the Legal Tender or deliver the Virtual Asset on a net basis in order for such obligations to be automatically satisfied and discharged. If the total amount otherwise payable by one party exceeds the total amount otherwise payable by the other party in respect of the same Legal Tender or the same Virtual Asset, such payment and delivery obligations will be replaced by the obligations of the party with the greater total amount payable, and that party will be obliged to pay to the other party the excess of the greater total amount over the lesser total amount.

9.2. In addition to the rights conferred on us by clause 9.1, we may at any time, without notice to you, set off any sums owed by you (or if the Customer consists of more than one person, one or more of them, either individually or collectively) to us and/or the other Group Members against sums owed by us and/or the other Group Members to you, irrespective of whether or not the debt is due or outstanding and irrespective of the currency of payment, asset or location of the payment. Any amounts set off will be settled immediately and in full. If, after set-off, you have an account balance due to us and/or other group members, you:

(a) authorize us (on our own behalf and on behalf of the other Group Members) to (i) sell all or part of your Legal Money and Virtual Assets held by HighBlock or (ii) use or appropriate all or part of your Legal Money and Virtual Assets in the Account to satisfy that amount; and

(b) if there is a shortfall after any make good under clause 9.2.(a) above, you shall immediately pay to us or the other Group Member an amount equal to that shortfall.

9.3. we have the right to exercise a lien on some or all of your property that is (for any reason) in our possession or control, but this lien does not cover any property that may give rise to a disclosure of interest obligation on our part. We have the right to sell such property and apply the proceeds of sale, after deduction of reasonable costs, to repay any sums owed by you to us or other Group Members.

9.4. for the purposes of this clause 9, we may carry out any necessary conversion of currencies or assets at an exchange rate that we reasonably consider appropriate.

9.5. our rights under this clause 9 are in addition to any other set-off, offset, consolidation of accounts, lien, retention or withholding rights or similar rights or claims to which we may be entitled at any time under or subject to the provisions of this Agreement or Applicable Law.

10. Communications and records

10.1. to provide you with all communications, agreements, documents, notices, disclosures and confirmations by the agreed means of communication or by any other electronic means we consider appropriate. It is your responsibility to ensure that your agreed means of communication details are correct and that the agreed means of communication is operable and available for the receipt of all communications and to notify us of any changes to your agreed means of communication details as soon as possible after the change. In some cases, our communications may be published on the Website.

10.2. a notice/communication is effective from the time it is received or deemed to be received in accordance with clause 10.3 (whichever occurs first), unless a later time is specified in the communication.

10.3. A notice/communication is deemed to have been received in the following circumstances:

(a) if sent by e-mail:

(i) when we receive an automated dispatch confirmation message; or

(ii) 4 hours after the time of dispatch (as recorded by the device from which we sent the email), unless we receive a delivery failure receipt;

(b) If sent by an agreed method of communication, at the time of dispatch (as recorded on the device from which we sent the message);

(d) if posted on a website, at the time of posting.

10.4. takes effect when actually received in clear and legible form. If this occurs after 5:00 p.m. at the place of receipt or on a non-business day, the relevant notice or communication will be deemed to have been received at 9:00 a.m. at that place on the next business day and will be effective from that time, unless a later time is specified.

10.5. Instructions and communications digitally signed and supported by a digital certificate shall have the same validity, acceptability and enforceability as a written signature. Any digitally signed notice or communication is subject to any applicable law.

10.6. you acknowledge and agree that, notwithstanding the legal risks, you are satisfied that contracts entered into electronically are enforceable. You agree not to dispute the content of any notice or communication sent by us using an electronic device.

10.7. Subject to any applicable law, you agree that we may, without further disclosure to you or your consent:

(a) record and monitor our communications with you or an Authorized Person (and you acknowledge that you have the right to provide consent on behalf of an Authorized Person);

(b) use recorded conversations, transcripts, messages or other communications for its internal compliance purposes, in any dispute relating to this Agreement, and in any other manner not prohibited by applicable law; and

(c) disclose such conversations, transcripts, messages or other records of communications to any applicable regulator, law enforcement agency or body in Hong Kong or, where applicable, outside Hong Kong, including tax authorities or as otherwise required by applicable law.

10.8. All records displayed or made available on the Account or the Services are for your information only. These records are not binding on us or any other person. Notwithstanding anything to the contrary in the Agreement, any record that contains any of the following inconsistencies:

(a) information (including any documents but excluding any advice) obtained on or through the Site, the Internet or other electronic media; and

(b) information contained in our records.

The information in our records will prevail unless there is a manifest error.

10.9. we may issue a further record if any previous record contains any error or omission, in which case the further record will supersede any previous record in all respects (unless otherwise stated).

11. Custody arrangements

11.1. any Virtual Assets in the Account, or any Virtual Assets received by us from or on behalf of you and held in our custody, will be held in trust and/or deposited in a segregated client account established and maintained by an Affiliated Entity. You understand and accept that:

(a) your Virtual Assets held by the Affiliated Entity may not be entitled to the same protections afforded to securities under the Securities and Futures Ordinance, the Securities and Futures (Client Securities) Rules (Chapter 571H of the Laws of Hong Kong) and the Securities and Futures (Client Securities) Rules in accordance with this Clause 11.1.

(b) we are not obliged to return to you the Virtual Assets initially delivered to us or otherwise held by us, but we will return to you the same type and same nominal value of the relevant Virtual Assets; and

(i) such action is in settlement of a Virtual Asset transaction;

(ii) such action is to settle fees and costs owed to us by you in connection with the applicable Services; or

(iii) in accordance with your instructions or standing authorization and subject to applicable law.

11.2. any legal tender in your Account, or received by us from you or on your behalf, will be held in trust and/or in a segregated client account with an associated entity:

(a) held by an “authorized financial institution” as defined in the SFO; or

(b) if we receive such monies in another jurisdiction, such monies will be deposited with another bank in such jurisdiction as the SFC may agree from time to time.

11.3. You understand and accept that we will not pay any amount in legal tender from the Segregated Account other than

(a) repaying it to you;

(b) To fulfill an obligation to meet a settlement requirement in relation to a Virtual Asset Transaction;

(c) Paying amounts (including fees and costs) that you owe to us or other Group Members in relation to services provided by you; or

(d) pay an amount in accordance with your standing authorization or your specific instructions for the legal tender of that amount and in compliance with applicable law.

11.4. We will not pay you interest on any Legal Tender received from you or held for you. We reserve the right to receive any distributions or proceeds arising from your Virtual Assets at our sole discretion in accordance with clause 14.

11.5. Your Virtual Assets are held by an Affiliated Entity. Additional terms relating to our custody arrangements may be posted on our website from time to time.

12. Representations and warranties

12.1. You must provide us with any information or documents relating to this Agreement or your financial situation if we request it. All information or documents must be in the form we require and will be deemed to be certified by you as true.

12.2. You must obtain the consent of the persons listed in the Agreement or other relevant documents, and any authorized persons, for us to collect, store and use their information. You agree to provide such persons with a copy of any privacy-related policies, statements, circulars, notices or other terms and conditions that we may make available to you from time to time. A copy of our current privacy policy can be found on the Website.

12.3. you agree that we may periodically verify your creditworthiness with any credit bureau, credit reference agency or similar service provider in any relevant jurisdiction.

12.4. Without limiting any other terms of this Agreement, you acknowledge and agree that the information and documents referred to in this Clause 12 may be transferred to and processed and/or stored by us, any member of the Group and/or any other person engaged by us (whether within or outside Hong Kong) in jurisdictions both within and outside Hong Kong. Such information and documents may be released or disclosed in accordance with the local laws or practices of the jurisdiction to which the data is transferred.

12.5. We agree to keep you informed of any material changes to our name, principal address, license status, SFC Central Entity Number or services.

12.6. we will notify you in advance of any changes to our procedures or policies that, in our judgment, apply to your use of and access to our Services.

12.7. By accessing and/or using the Services, you represent and warrant that:

(a) if you are an individual, you are at least 18 years of age;

(b) if you are a company or other legal person, you are duly registered and/or organized under the laws of the place where you are registered or organized;

(c) You are a professional investor with appropriate knowledge and experience of blockchain technology, cryptography, smart contracts and virtual assets, and the characteristics and risks associated therewith, applicable to each Virtual Asset Transaction;

(d) You understand the nature and risks of the subject matter of this Agreement and the Virtual Asset Transaction and have the ability to assume, and do assume, all of the risks associated with this Agreement and any Virtual Asset Transaction, including the risks set forth in Section 4 of these Client Terms and Conditions;

(e) With respect to the Services and each Virtual Asset Transaction, you:

(i) have received, read and understood all relevant documents constituting this Agreement;

(ii) have sufficient information relevant to your decision to use the Services and to enter into a Virtual Asset Transaction; and

(iii) have not relied on any communication from us as advice (whether written or oral) and, unless we state otherwise, we are not your advisor in connection with this Agreement or any Virtual Asset Transaction;

(iv) You have made an independent decision to use the Services and to enter into a Virtual Asset Transaction, and the Services and each Virtual Asset Transaction are appropriate and proper for you, based on your own judgment and the advice of such independent advisors as you deem necessary;

(f) You enter into this Agreement and each Virtual Asset Transaction as a principal and do not act as an agent of any other person, a trustee of any trust, or as a representative of or for the benefit of any other person;

(g) You have full legal capacity, power and all necessary authorization to own your assets and to conduct any business engaged in by it, to enter into this Agreement and each Virtual Asset Transaction and to perform its obligations and exercise its rights thereunder;

(h) You have obtained all necessary authorizations and consents and taken all necessary corporate actions to effect all payments and deliveries described in this Agreement;

(i) Your obligations under this Agreement are valid, binding and enforceable and will not violate any applicable law, authority, document or agreement by entering into or complying with your obligations or exercising your rights under this Agreement or any Virtual Asset Transaction;

(j) There is no action, suit or proceeding at common law or in equity pending or, to the best of your knowledge, threatened before any court, tribunal, governmental agency or any arbitrator that may affect the legality, validity or enforceability of this Agreement or against you or your ability to perform your obligations hereunder;

(k) Neither you, nor any Authorized Person, nor any person in control of you, nor any person on whose behalf you are acting, if applicable, is a Prohibited Person;

(l) If you are a company or other legal entity, the person entering into this Agreement on your behalf and any individual entering into this Agreement on your behalf in connection with any Virtual Asset Transaction have been and will be duly authorized to do so;

(m) All information provided and representations made by you (or on your behalf) are correct, complete and not misleading;

(n) There has not been any change in that information or in your financial position from the date of the information that could materially and adversely affect your ability to perform any of your obligations to us;

(o) You have not withheld any information (including information relating to assets owned by you and any encumbrances on them) which may prevent us from entering into this Agreement or any Virtual Asset Transaction;

(p) Neither you nor any of the assets owned by you are subject to the jurisdiction of any local court or immune from legal process;

(q) At any time you deliver or cause to be delivered to us Virtual Assets and/or Legal Currency in connection with a Virtual Asset Transaction or otherwise, you shall have the absolute right to sell, distribute, assign, transfer and deliver such Virtual Assets and/or Legal Currency and shall be deemed to be recognized as having been paid in full and free from any encumbrances of title;

(r) you are responsible for your own tax affairs and you have not committed or been convicted of any tax or other criminal offense; and

(s) no Event of Default has occurred and no event has occurred which may become an Event of Default by reason of the giving of notice, the passage of time or the fulfillment of any condition.

13. Indemnification and liability

13.1. To the extent permitted by applicable law, you indemnify us and the other members of the Group and our respective directors, officers, employees and agents (each, an “Indemnified Party”) and must pay the Indemnified Parties on demand for any losses reasonably incurred by the Indemnified Parties as a result of this Agreement and any Virtual Asset Transaction. including:

(a) the provision of any Services or any Virtual Asset Transaction where we have not breached this Agreement;

(b) The occurrence of an Event of Default in relation to you;

(d) Instructions given to us by you or an Authorized Person or a person claiming to be you or an Authorized Person, provided that we act in good faith in carrying out the instructions unless we have actual knowledge of any fraud or forgery;

(e) Our acting on, delaying or refusing to act on, or taking action against you or an Authorized Person in accordance with your or an Authorized Person's instructions;

(f) The settlement or attempted settlement of any Virtual Asset Transaction, or the failure to settle any such Virtual Asset Transaction, where we are not in breach of this Agreement;

(g) Services provided by any third party;

(h) any tax payable by the Indemnified Party in respect of any Virtual Asset Transaction or any amount paid or payable by you under this Agreement or calculated in accordance with this Agreement (excluding any tax payable by the Indemnified Party based on its net income);

(i) any action taken by a third party for the purpose of controlling any legal tender or virtual assets described in this Agreement;

(j) any person exercising or refraining from exercising its rights under this Agreement (including costs associated with enforcement actions and debt collection, such as valuation fees and auctioneer fees); or

(k) the costs of the indemnified party in successfully defending any claim for fraud, negligence or willful default.

In each case, unless the loss is the direct result of the Indemnified Party's own gross negligence, fraud or willful misconduct. We shall not be liable for costs or payments until we have enforced our right to indemnification in connection with this Agreement.

13.2. Unless we are prohibited by any applicable law from excluding or limiting our liability or the loss is the direct result of our own gross negligence, fraud or willful misconduct, we will not be liable for any loss in connection with this agreement, including losses in connection with

(a) the general risks of investing in or trading any virtual assets or using the Services, including the risks described in Section 4;

(b) The availability or unavailability of the Services;

(c) Investing in or holding assets in a particular jurisdiction (including losses arising from nationalization, expropriation or other governmental action, financial services regulations, currency restrictions, depreciation or volatility, and market conditions affecting the orderly execution of transactions or affecting the value of assets);

(d) Collecting, depositing or crediting invalid, fraudulent or counterfeit virtual assets or legal tender transfers;

(e) Making deliveries or payments in anticipation of receipt, unless such delivery or payment is contrary to local market practice;

(f) Instructions to deliver virtual assets or legal tender to an exchange, broker, custodian or other third party, even if we may have information that suggests that such practice or the selection of a particular exchange, broker, custodian or other third party for a transaction would be unwise;

(g) Any information we provide about virtual assets, market trends or other circumstances, even if such information is provided at your request;

(h) Any act or omission of any exchange, broker, custodian or any other third party (whether appointed by us or not). We are under no obligation to require such exchange, broker, custodian or any third party to fulfill its obligations;

(i) the exercise or attempted exercise, failure or delay in the exercise of rights or remedies under this Agreement, or delayed or erroneous payment or delivery;

(j) Instructions from you or an Authorized Person, any unauthorized instructions or our refusal to act on any instructions;

(k) Any Force Majeure Event;

(l) Network events, forks or airdrops;

(m) an Event of Default; or

(n) termination of any agreement.

This disclaimer applies to losses arising from any cause whatsoever, even if the loss was reasonably foreseeable or we were advised of the possibility of the loss.

13.3. All decisions to buy, hold or sell any Virtual Asset or to enter into any Virtual Asset Transaction are made by you. We are not responsible for any decision you make:

(a) to enter into this Agreement or any Virtual Asset Transaction, or to use any of the Services; or

(b) about any features or risks of any Virtual Asset or any fees or costs payable in connection therewith.

13.4. Although certain of our employees and agents may be authorized to provide you with certain types of information about Virtual Assets or other products or services, neither our employees nor their agents are authorized to make representations about any matter relating to this Agreement. We are not liable for any damages under any applicable law if our employees or agents act without authorization. If you believe that any representations made to you are not set out in this Agreement, you must provide us with details in writing so that we can clarify them.

13.5. We are not responsible for, and do not endorse, nor do we make any representations or warranties in relation to any hyperlinked websites on this website, other websites to which you may be referred or any third party content displayed on our website. We will not be liable for any losses arising from such websites.

13.6. we will not be liable for any losses arising from any failure or delay in receiving or executing instructions or in obtaining access to funds or any Virtual Assets as a result of a Force Majeure Event or any circumstances beyond our reasonable control. In the event of a Force Majeure Event or any circumstances beyond our reasonable control, we may take any action we consider appropriate in relation to this Agreement.

14. Network Events

14.1. If: (i) any Infrastructure Participant or Network Participant gives an instruction, makes a decision or makes an election which affects the trading of Virtual Assets; or (ii) any Infrastructure Participant or Network Participant becomes insolvent or is suspended; or (iii) a Cyber Event occurs, then we may take any action which we, in our sole discretion, deem appropriate to correspond with such instruction, decision, election or event ( including a Cyber Event), or to mitigate any loss or potential loss or impact arising from such action or event. Such action may result in the suspension of access to your Account or adjustment of your Account balance in accordance with applicable law. Any such action will be binding on you (including, where relevant, any decisions or choices made in relation to a Network Event).

14.2. Where any Infrastructure Participant, Network Participant or any Regulator makes an inquiry under this Agreement in relation to any of the Services or Virtual Asset Transactions, you agree to co-operate with us and that any information relating to such inquiry may be passed to any HighBlock Limited member or any Infrastructure Participant, Network Participant or Regulator as appropriate.

14.3. Unless specifically announced on the Website in relation to an airdrop or fork, we do not support any new Virtual Asset or fork protocols created as a result of such events.

14.4. Without limiting the generality of clause 14.3, each time an airdrop or fork occurs, we may, in our sole discretion, consider:

(a) whether to endorse or support such activity;

(b) the method of payment or reward whereby we will support such activity as part of our Services; and

(c) the actions required to participate in such activity, including the cut-off date for withdrawal of the relevant Virtual Assets from your Account, any suspension period for transactions, deposits and withdrawals or any payment terms.

14.5. If we do not recognize or support an airdrop or fork, we will not claim or otherwise retain for our own benefit any assets or rights in relation to such an event.

14.6. We will notify you of an airdrop, fork or cyber event via our website as soon as we become aware of it (where applicable). We will also publish any decision we make (if arranged in advance and made available to the public) at least one business day before the event, unless it is not possible or reasonably impractical to do so.

15. Termination

15.1. The following events shall be events of default for the purposes of these Terms (each an “Event of Default”):

(a) the failure of the Customer to observe or perform any of its undertakings, duties and obligations under these Terms or any provision of the Agreement in a timely and punctual manner;

(b) the failure of the Customer to make any payment due under the Agreement;

(c) The Customer becoming insolvent or liquidated, a winding up petition being presented or any similar proceedings being commenced against the Customer;

(d) Any seizure of the Account or other property of the Client;

(e) The appearance of a debit balance on any of the Client's accounts without HighBlock's prior written consent;

(f) Any representation or warranty made by the Customer to HighBlock in this Agreement is incorrect or misleading;

(g) any dispute or proceeding against the Client or (in the case of a body corporate) its directors or shareholders in relation to the Company; or

(h) any other matter or event, including any regulatory requirement, which, in HighBlock's opinion, makes termination of this Agreement, in whole or in part, necessary or in HighBlock's interest.

The Customer agrees to notify HighBlock immediately upon the occurrence of an Event of Default.

15.2 Either party may terminate these Terms by giving at least 5 business days prior written notice to the other party. The termination of these Terms will not affect any instructions executed for the Client, nor will it prejudice or affect any rights, powers, duties and obligations of either party acquired prior to the termination.

15.3 We may also terminate these Terms with immediate effect upon the occurrence of one or more of the following events:

(a) the occurrence of any of the events of default referred to in clause 15.1;

(b) you withdraw your authorization for us to hold Virtual Assets on your behalf; or

15.4. Notwithstanding the termination of your Account, you will remain liable to us and other relevant persons for any liabilities (including liabilities arising under this Agreement or otherwise) arising during the period in which you held your Account and will continue to be subject to any litigation, investigations, disciplinary action or enforcement action in relation to

(a) rights, privileges, obligations or liabilities acquired, accrued or incurred under this Agreement prior to termination;

(b) breach of this Agreement or misconduct prior to termination; and/or

15.5. For the avoidance of doubt, any termination of this Agreement will not affect our or your vested rights and liabilities or any warranties, undertakings and indemnities given by you. You will not be entitled to a refund of any fees or amounts paid or allowances received in connection with this Agreement or any Virtual Asset Transaction which you have paid or received prior to the termination of this Agreement.

15.6. All provisions of this Agreement relating to payment, recovery, indemnification, limitation of liability, disclosure, set-off, currency conversion, taxation and the provisions of Section 8 shall survive termination of this Agreement.

16. Conflicts of interest

16.1. You understand and agree that the nature of the trading activities as part of the Services may be such that we, other Group Members or our respective officers, employees or agents may have a material interest in Virtual Assets or Virtual Asset Transactions, and that there may be other situations where a conflict of interest may arise between your interests and those of other Clients, counterparties to the Transaction or us. Some of these situations are described in parts of these Client Terms and Conditions and in other disclosures we may make from time to time.

16.2. Notwithstanding the provisions of this Clause 16.1, we will avoid conflicts of interest wherever possible. If we act in a situation where a material interest or conflict of interest exists, we will take reasonable steps to ensure that you are treated fairly. In such circumstances, we may, in our sole discretion, refuse to deal with you or otherwise act in accordance with your instructions without giving any reason or notice and without any liability to you.

17. General

17.1. We have the absolute right to modify, delete or replace any of the terms of this Agreement or to add new terms, including, without limitation, any modifications to the Fees. Notice of the modification and the revised Terms (or the relevant modification document) will be posted on the Download Forms section of the Website. You may visit the Site from time to time to obtain the most current Terms and to read the provisions therein. Such modifications, deletions, substitutions or additions shall be deemed effective and incorporated into this Agreement (and become part of these Terms) on the date of posting of such modification notice. You may object to such modifications, deletions, substitutions or additions by filing a written objection within seven (7) business days of the posting of such notice of modification on the Site, or such modifications, deletions, substitutions or additions shall be deemed accepted.

17.2. If we receive an order from a court or regulatory body and we act in accordance with that order, you may not bring an action against us in respect of our actions under that order.

17.3. This Agreement is available in both English and Chinese. In the event of any discrepancy or inconsistency between the two versions, the English version shall prevail.

17.4. In the event of an inconsistency between Applicable Law and this Agreement which renders a provision of this Agreement illegal, invalid or unenforceable or which violates a requirement of Applicable Law or imposes an obligation or liability prohibited by such law, then Applicable Law will prevail over this Agreement to the extent of the inconsistency, and this Agreement shall be modified to the extent necessary to comply with Applicable Law and to avoid the effect of such effect (or deleted if necessary), and the remainder of this Agreement will continue to be read as if it had not been read. 17.4. the remainder of this Agreement shall continue to apply as if the illegal, invalid or unenforceable portions had never existed.

17.5. This Agreement contains the entire agreement between the parties with respect to its subject matter and supersedes all prior communications, representations or agreements between the parties with respect to such subject matter.

17.6. Unless otherwise provided herein, this Agreement does not create or confer any rights or benefits enforceable by any person not a party to this Agreement, except for the following:

(a) a Group Member and any other Indemnified Party (as defined in clause 13.1) may enforce its rights or benefits under this Agreement, including any indemnification, limitation or exclusion of liability; and

(b) a person who is a permitted successor or assignee of our rights or interests under this Agreement may enforce such rights or interests.

The parties do not need the consent of the persons referred to in this clause 16.6 to vary or rescind this Agreement (whether or not by varying or extinguishing rights or interests in favor of a third party). Any provision of this Agreement may be varied only with the consent of all parties to this Agreement and any such variation or waiver shall be binding on all parties.

17.7. You may not assign, pledge, dispose of, transfer or otherwise deal with your rights or obligations under this Agreement to anyone without our prior written consent. We may assign, transfer or otherwise deal with our rights and obligations under this Agreement to any third party without your consent.

17.8. Each party agrees not to disclose information provided by the other party that is not already publicly available, except for the following:

(a) to any person in connection with the exercise of rights or the processing of rights or obligations under this Agreement;

(b) To officers, employees, legal and other advisors and auditors of either party;

(c) To any party to this Agreement or any related company of any party to this Agreement, provided that the receiving party agrees to act in accordance with this Clause 17.8;

(d) With the consent of the Information Provider (which consent shall not be unreasonably withheld);

(e) in relation to the Exchange Services, to publish the relevant Virtual Asset Transaction and related instructions on the Exchange in a non-attributable manner;

(f) any disclosure that the Disclosing Party reasonably believes to be required by any Applicable Law (including AML/CFT requirements), governmental agency or stock exchange; or

(g) otherwise in accordance with the provisions of this Agreement.

The parties agree to make disclosures in accordance with this Clause 17.8.

17.9. Notwithstanding anything to the contrary in this Agreement, we shall not be obliged to take or refrain from taking any action if we reasonably believe that such action would or might constitute a breach of any AML/CFT Requirement. You agree to exercise your rights and perform your obligations under this Agreement in accordance with all applicable AML/CFT requirements.

17.10. You agree that if you or any other person or entity associated with a Virtual Asset Transaction becomes a sanctioned person or entity, or if a match occurs on our sanction filters, we may take sufficient time to consider, validate or block the Virtual Asset Transaction.

18. Applicable Law

18.1. This Agreement and all rights, obligations and liabilities hereunder shall be governed by and construed in accordance with the laws of Hong Kong.

18.2. You agree to submit to the exclusive jurisdiction of the courts of Hong Kong in all matters arising out of or in connection with this Agreement. Both parties agree that the courts of Hong Kong are the most appropriate and convenient forum for the resolution of disputes and, as such, neither party shall be permitted to argue otherwise. Notwithstanding the foregoing, we will not be prevented from bringing an action relating to the dispute in any other court of competent jurisdiction. We may bring actions in any number of jurisdictions simultaneously.

18.3. Disputes, controversies, disagreements, discretionary rights or claims relating to, including the existence, validity, interpretation, performance, breach or termination of this Agreement, or any non-contractual obligations arising out of or in connection with this Agreement, shall be resolved in the first instance by the parties through mutual good faith discussions and negotiations.

Part II: Services - Trading Platforms

19. Introduction

This Part II applies to exchange platforms and exchange transactions. It does not apply to OTC Platforms or OTC Trading. The Exchange Platform enables you to use your Account to trade virtual assets on the Virtual Asset Exchange on the Website and/or the Application in accordance with this Agreement. Unless otherwise specified, references to terms are to the terms in this Part II.

20. Trading hours, trading pairs and types of orders

20.1. You must place your orders on the Trading Platform via the agreed means of communication.

20.2. Subject to Clause 21 below, the Trading Platform will operate 24 hours a day, unless otherwise announced on the Website and/or Application.

20.3. The trading pairs and types of orders supported by the Trading Platform are published on the Website and/or Application and updated by us from time to time.

20.4. After an order is placed, the quantity of the relevant virtual asset or legal tender will be retained and recorded in your account until the order is executed or otherwise canceled.

20.5. You acknowledge and agree that all completions are final and irrevocable except in the following circumstances

(a) We are required to do so by any applicable law;

(b) The order or fill is not carried out in accordance with the Service Specific Terms set out below (Trading Platform) as a result of an obvious error or serious technical error, in which case we will use all reasonable endeavors to restore you to the position you would have been in if the error had not occurred;

(d) we are of the opinion that the pre-payment requirement set out in Part 1 clause 8 has not been met.

20.6. You understand that when an order is executed against a Virtual Asset or Legal Tender, the Trading Platform will charge a Pending Order Fee for each Pending Order and a Recipient Fee for each Recipient Order, which may be revised from time to time by us at our discretion.

21. Access to and use of the Trading Platform

21.1. We may grant you a non-exclusive, non-transferable, personal right to access and use the Exchange Traded Virtual Assets. You may only use the Exchange Platform, your Account, the Exchange, any agreed means of communication and any Exchange Materials as you see fit.

21.2. Before accessing or using the Exchange Platform or your Account outside your country of residence, you will ensure that you do not thereby violate any law, rule or regulation of that country.

21.3. Where we may have any other rights under this Agreement:

(a) refuse to act on your behalf or accept instructions from you if:

(i) the original instruction has expired;

(ii) the basis of any quotation for the relevant Virtual Asset has changed and the instruction has not been reconfirmed;

(iii) trading is suspended and the order has not been reconfirmed; or

(iv) the Virtual Asset is no longer available for use on the Trading Platform;

(b) cancel or withdraw any order or Virtual Asset Transaction without contacting you when such cancellation or withdrawal is recommended or required by a government agency, or when there is a market error.

21.4. You acknowledge that the Exchange was not developed with your individual needs in mind. You further acknowledge that you use Exchange “as is” at your own risk. We shall not be liable for any consequences or losses arising from your choice or use of Exchange or any agreed method of communication.

21.5. We reserve the right to withdraw or suspend your access to and/or use of the Exchange, the Exchange Platform and/or the Exchange Materials at any time without prior notice or consent to you and without providing any reason for such action.

22. Exchange of Materials

22.1. You will not permit or license any other person to access or use such Transaction Materials or deal with such Transaction Materials for the benefit of any other person or in any manner (including downloading, copying, reproducing, adapting, publishing, selling or distributing) not expressly provided for in this Agreement without our express written consent (which may be refused or granted, conditionally or unconditionally, in our sole discretion).

22.2. You will treat all Transaction Materials in the strictest confidence, unless they are already in the public domain (except in the event of a breach of this Agreement or any other obligation of confidentiality).

22.3. You will respect and protect all rights, title and interest (including any intellectual property rights) in the Transaction Materials.

22.4. You undertake, without limiting any other restrictions, that you will not, and will not attempt to:

(a) tamper with, modify, adapt, translate, decompile, reverse engineer or otherwise alter;

(b) Create derivative works based on, or combine or merge with, any other software or documentation;

(c) Unauthorized access, unauthorized use or use for any unlawful purpose (or any other purpose not contemplated by this Agreement); or

(d) remove, erase or tamper with any copyright or proprietary notices printed, stamped, pasted, encoded or recorded.

22.5. You acknowledge that we and/or other third parties may take legal action against you if you breach clauses 22.1 to 22.4 or if we or such third party suspects that you have breached those clauses. You may also be subject to other fines and penalties in any relevant jurisdiction. You undertake to notify us. We may also require you to notify the relevant third party of your breach of any agreement. You also authorize us to do so on your behalf.

23. HighBlock's Role as an Agent

By accessing and using the Trading Platform, you acknowledge that we:

(a) act solely as an agent for any Exchange Transaction

(b) are not acting as principal or prime broker for any Exchange Transaction; and

(c) are not your counterparty in any Exchange Transaction and do not make any representations or warranties with respect to any assets involved in such transactions. This applies even if we carry out certain checks and/or other compliance procedures in relation to the Exchange Transaction. Such procedures are for our own benefit and you should not rely on them.

Part III: Services - OTC trading platforms

24. Introduction

This Part III applies to OTC platforms and OTC transactions. It does not apply to exchange platforms or exchange transactions. (This Part III applies only when the OTC Platform and OTC Transactions are available.) The OTC Trading Platform enables you to trade virtual assets on the OTC Brokerage Services Platform on the Website and/or the Application using your Account in accordance with the Agreement. Unless otherwise noted, references to the Terms are to the Terms in this Part III.

25. Trading hours, trading pairs and quote requests

25.1. You must place your orders on the OTC Platform via the agreed means of communication.

25.2. Subject to Clause 26 below, unless otherwise announced on the Website and/or the Application, trading hours on the OTC Platform will normally be via the automated request for quote (“Online RFQ”) service, which is available from 00:00 am to 5:00 pm and from 7:00 pm to 23:59 pm daily.

25.3. The trading pairs supported by the OTC platform are published on the Website and/or the Application and updated by us from time to time.

25.4. Upon your request, we will provide you with a quote for your information without any obligation on your part. If you do not confirm the quote within the time specified in the quote, the quote will expire and be deemed to have been rejected by you unless we cancel it earlier. For the avoidance of doubt, we are under no obligation to provide you with an offer. If you obtain a price quote for any Virtual Asset from us, you must not:

(a) disseminate such quotes (or any part of them) ;

(b) use or permit the use of such quotes (or any part of them) for any unlawful purpose;

(d) use such quotes (or any part of them) in connection with any trading or dealing in virtual assets other than through an OTC trading platform.

25.5. If, after we have provided an offer, you confirm that offer before it expires or is canceled, and we acknowledge your response by sending a confirmation, a binding OTC Transaction will be entered into on the terms of the accepted offer.

25.6.A Confirmation is sufficient evidence of the existence of a binding OTC Transaction between you and us, save for any manifest error, unless and until you notify us otherwise as soon as reasonably possible after delivery of the relevant Confirmation.

25.7. Once an OTC Transaction has been agreed, the quantity of the relevant Virtual Asset or Legal Tender will be retained and recorded in your Account until such time as the order is settled or otherwise canceled by us.

25.8. We may cancel an offer prior to its expiry or the settlement of an OTC Transaction in the following circumstances

(a) We are required to do so by any applicable law;

(b) The order has not been placed in accordance with the provisions of the Service Specific Terms (OTC Platform) set out below as a result of an obvious error or a serious technical error, in which case we will use all reasonable endeavors to restore you to the position you would have been in had the error not occurred;

(d) we are of the opinion that the pre-payment requirements set out in Part 1 clause 8 have not been met.

25.9. You understand that the service fee charged by the OTC Trading Platform is included in the price quoted for each OTC Transaction for a Virtual Asset or Fiat Currency and may be revised from time to time at our discretion.

26. Accessing and using the otc platform

26.1. You may access the OTC Platform through any agreed communication channel. You may only use the OTC Platform, your Account and any agreed method of communication for your own needs.

26.2. You agree that before accessing or using the Brokerage Services or your Account outside of your country of residence, you will ensure that you do not thereby contravene any law, rule or regulation of that country.

26.3. To place an order on the OTC Trading Platform, you must follow the procedures set out in Clause 27. When you place an order with us by sending an instruction via the agreed means of communication, the relevant quantity of Eligible Virtual Assets or Legal Tender will be retained and recorded in your account until the order is executed, expires or is otherwise canceled by us.

26.4. We reserve the right to withdraw or suspend your access to the Brokerage Services at any time without prior notice or consent and without providing any reason for such action.

27. Electronic Services

27.1. You acknowledge that the Services, our website and/or applications and the software contained therein are owned by us. You covenant and warrant that you will not, and will not attempt to, in any way tamper with, modify, decompile, reverse engineer, damage, destroy or otherwise alter, create derivative works based on, remove, erase or tamper with any printed, stamped, pasted, encoded or recorded copyright or proprietary notices, or merge with any other software or documentation or merge with any other software or documentation, and will not attempt to gain unauthorized access to any portion of the Services, the Website and/or the Application and any software contained therein.

27.2. We and/or other third parties may take legal action against you at any time in the event of a breach or suspected breach of clause 27.1. You undertake to notify us (and, subject to our instructions, third parties) as soon as you become aware that you or anyone else has breached or attempted to breach clause 27.1.

28. Calculations

28.1. We are the Calculation Agent for each Brokerage Services Transaction and perform the calculations at our sole discretion, unless otherwise specified in the relevant Confirmation.

28.2. The Calculation Agent is responsible under the relevant Confirmation for:

(a) calculating the Fees and any rates, amounts, periods and dates (including changes to any of them) in accordance with the Confirmation ;

(b) notifying such fees, rates, amounts, periods and dates;

(d) making or calculating the conversion of legal tender or virtual assets necessary or desirable for any OTC Transaction; and

(e) calculate the Net Balance payable by the Parties in accordance with Clause 9.

28.3. In the absence of manifest error, the Calculation Agent's calculations and decisions are final and binding on you. These calculations and determinations will be applied using methods determined by us in good faith and at our discretion.

28.4. if, in our opinion, any event or circumstance (including any cyber event) occurs which adversely affects our ability to determine the amount payable to you or by you in respect of any Brokerage Services Transaction and such circumstance continues for a period of not less than 2 Business Days, we may make such adjustments to the methodology which is used or will be used to determine the amount payable to you or by you in respect of any OTC Transaction, in accordance with our known practice or market practice (if any). We may, in accordance with our known practice or market practice (if any), make such adjustments to the method used or to be used to determine the amount payable to or by you in respect of any OTC Transaction. Adjustments made under this clause 28.4 will be binding and conclusive on you.

29. HighBlock's Principal Role

By accessing the OTC Platform, you acknowledge that we act as principal in any OTC Transaction. We do not act as an executing, clearing and/or prime broker for any OTC Transaction.

Part IV: Risk Disclosure Statements

IMPORTANT

Trading virtual assets and using the Services involves risks, some of which are described below. These risks, as well as others that may arise now or in the future, could result in the loss, malfunction or destruction of your assets, the inability to receive any available benefits, other losses, and the termination of our trading and related services.

You must carefully consider whether the following risks, and all other applicable risks, are acceptable to you before trading in any virtual assets.

Before trading in Virtual Assets or using the Trading and related services, you must seek professional advice for your particular circumstances.

Transactions involving virtual assets may involve a substantial risk of loss. You should therefore carefully consider whether such trading is suitable for you in light of your investment objectives, financial situation, risk tolerance and investment experience. You should be able to bear the loss of the entire amount invested as a result of or in connection with any Virtual Asset Transaction as well as any additional losses that may become due and payable by you over and above the initial amount traded or invested. In considering whether to trade or invest, you should inform yourself of and be aware of the risks in general and, in particular, the following specific risk factors that may apply to any given Virtual Asset Transaction.

1. Transaction risks

1.1 High risk of virtual assets

(a) Virtual assets are not considered legal tender and are not backed or guaranteed by any government agency. Virtual assets may or may not be considered “property” under Hong Kong law. Such legal uncertainties may affect the nature and enforceability of your interest in the Virtual Assets.

(b) Virtual assets may not be backed by physical assets and may have no intrinsic value.

(c) Virtual Assets are considered a high-risk asset class and may or may not be considered securities. Certain virtual assets may not be freely or widely available and may not be listed on any secondary market.

1.2 Risks of trading virtual assets

The price of virtual assets can sometimes fluctuate significantly. The price of a Virtual Asset may go up as well as down and may even become valueless. Losses may be incurred rather than profits made by trading in Virtual Assets.

1.3 Virtual assets may be complex products

Novel and dependent on technical features, so their terms, features and/or risks are not easily understood.

1.4 Not a bank deposit

Neither we nor our associated entities are regulated by the Hong Kong Monetary Authority and any legal tender or virtual assets held by us are not considered to be “deposits” as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong) or any other regulated product or service under applicable law.

1.5 Inflation Risk

The supply of Virtual Assets may be variable due to the design of the Virtual Assets or events such as forks, airdrops or cyber events. When new Virtual Assets are created, the increase in supply may cause their prices to fall due to the inflationary effect of an increase in the total number of Virtual Assets available.

1.6 Market, liquidity and conversion risk

The value of Virtual Assets may depend on the willingness of market participants to continue to exchange Virtual Assets for fiat currency, which could result in a permanent and complete loss of the value of Virtual Assets if the market for Virtual Assets disappears. There can be no assurance that those receiving virtual assets as payment will continue to do so in the future.

Liquidity risk may result from a lack of liquidity due to a lack of buyers in a particular market, limited buying and selling activity or an underdeveloped secondary market for certain virtual assets. This risk may result in occasional significant changes in the underlying market price, making it difficult or impossible to unwind or transfer a particular virtual asset in a timely manner and at the expected price, or at all. There can be no assurance that those receiving virtual assets as payment will continue to do so in the future.

1.7 Certain events may affect Virtual Asset Transactions

Trading in Virtual Assets may be suspended, thereby preventing investors and potential investors from buying or selling Units on the Exchange Platform. Trading may be suspended on the Exchange Platform as necessary to ensure a fair and orderly market and to protect the interests of investors. If trading is suspended, subscriptions and redemptions of securities may also be suspended and, in some cases, it may be difficult or impossible to liquidate virtual asset positions.

In addition, certain events (such as cyber events, airdrops or forks) may occur quickly and affect your ability to trade virtual assets. Information about such events may be difficult to ascertain in advance and may be subject to limited oversight by any third party that is able to intervene to stabilize the network.

1.8 Foreign Exchange and Exchange Control Risks

(a) If a Virtual Asset Transaction is denominated in a specific fiat currency other than your Primary Reference Asset, or if a Virtual Asset is converted during the course of a Virtual Asset Transaction, there is a risk that the net proceeds may be substantially less than the initial amount of your Primary Reference Asset prior to, or at the time of, the closing of the position, and that any income or gains may be completely offset if the foreign exchange market moves against you.

(b) You may suffer losses as a result of the devaluation of the legal tender in which payments are made due to exchange controls. Repayment or payment of amounts due to you may be delayed or prevented due to exchange controls or other actions taken by governmental agencies with respect to legal tender under their control or regulation.

1.9 Commissions and Fees

All transactions in virtual assets executed in accordance with your instructions are subject to transaction fees and any other fees, charges, commissions and costs that we may impose from time to time. Before you start trading on the Exchange Platform, you should be given a clear indication of all fees and other costs that you will incur. These costs will affect your net profit (if any) or increase your losses.

If any of these fees and costs are not clear, you should request specific monetary terms before trading virtual assets. Applicable fees and costs will depend on a variety of factors, including the nature of your relationship with us, the size and complexity of the transaction and the type of assets involved. Fees and costs may include execution fees such as commissions, commission equivalents, mark-ups, mark-downs and dealer spreads, and administrative fees. Commission equivalents are the amounts we charge for buying or selling virtual assets in certain risk-free principal transactions, while mark-ups or mark-downs are the difference between the price charged to you and the prevailing market price. Spread is the difference between the current bid or purchase price and the current ask or sale price and may fluctuate depending on the level of supply and demand for the Virtual Asset.

1.10 Exclusion from statutory protection schemes

(a) Trading in Virtual Assets is not subject to the protection afforded by the Investor Compensation Fund established under the Securities and Futures Ordinance (regardless of the nature of the Virtual Assets).

(b) Virtual asset transactions and virtual assets may not enjoy the same protection as other products and asset classes governed by the laws of Hong Kong (e.g. securities under the Securities and Futures Ordinance, the Securities and Futures (Client Securities) Rules (Cap. 571H) and the Securities and Futures (Client Money) Rules (Cap. 571I)).

(c) Without limiting Part 1 Clause 7.5, any virtual assets or legal tender held in the Account are not protected deposits and are not protected by the Deposit Protection Scheme in Hong Kong.

1.11 Risks of assets received or held outside Hong Kong

Virtual assets and legal tender received or held by a licensee or registrant outside Hong Kong are subject to the applicable laws and regulations of the relevant overseas jurisdictions which may be different from the Securities and Futures Ordinance and the rules made thereunder. As a result, such assets may not enjoy the same level of protection as other assets received or held in Hong Kong.

1.12 Suspension of Virtual Asset Trading, Airdrops, Forks and Network Activity

In some cases, it may be difficult or impossible to liquidate a virtual asset position. Certain airdrops, forks or network events may occur quickly and affect our ability to trade Virtual Assets. Information relating to such events may be difficult to ascertain in advance and may be subject to limited oversight by any third party that has the ability to intervene to stabilize the network.

2. Specific OTC risks

2.1 Over-the-counter (OTC) transactions

(If applicable,)OTC transactions involve brokerage services and may pose greater risks, as it may be difficult to liquidate existing positions, determine fair prices or assess risk exposures. OTC transactions are less transparent than those conducted on recognized exchanges.

2.2 Counterparty risk

(If applicable,)Under OTC trading, you will be exposed to counterparty risk with us. You should note that we are not regulated by any financial regulator and therefore you may not be subject to any regulatory protection. You should carefully consider whether it is in your best interests to enter into an OTC transaction with us, carry out appropriate due diligence on us and the relevant products to assess comparative credit risk before entering into an OTC transaction and, if in doubt, seek independent professional advice.

3. Virtual asset issuer risk

We do not issue virtual assets. Virtual assets are issued by third parties. Before trading in Virtual Assets, you should carefully read the applicable terms, information and risk disclosures provided by the applicable issuer.

Unless expressly stated otherwise, any terms or product information provided by the relevant issuer are not regulatory approved. You should treat any issuance or offering of such assets with caution.

In respect of any Virtual Asset that has been authorized by a regulator, authorization does not imply any official recommendation or endorsement of such asset by the regulator nor does it guarantee the commercial value or performance of such asset.

You should seek independent professional advice before making any investment decision.

4. Cybersecurity and technology-related risks

4.1 Distributed ledger technologies

Virtual assets rely on various types of distributed ledger technologies. Some of these technologies are open source software built on experimental technologies (i.e., blockchain). Risks arising from reliance on such technologies include technical defects, malicious attacks, majority mining, consensus-based or other mining attacks, changes to consensus protocols or algorithms, reduced community or miner support, rapid fluctuations in the value of the underlying virtual assets, the existence or development of competing networks, platforms, and assets, scripting language flaws, disputes between developers, miners, and/or users, and regulatory actions.

4.2 Loss of private keys is permanent and irreversible

You are solely responsible for protecting your private key with respect to any address of virtual assets not received or held by us and/or affiliated entities in your account.

Loss of control of your private key will permanently and irreversibly deny you access to your Virtual Assets. Neither we nor anyone else will be able to retrieve or protect Virtual Assets in your account that are not held by us and/or affiliated entities. Once lost, you will not be able to transfer your Virtual Assets to any other address or wallet. You will not be able to realize any value or utility that the Virtual Assets may have now or in the future.

4.3 Irreversibility of Transactions

Virtual Assets transactions are by their very nature irreversible. This means that accidental or fraudulent transactions relating to Virtual Assets may not be recoverable.

4.4 Forks and Attacks

Virtual Assets may be subject to network forks or attacks on the security, integrity or operation of the network, including cyber events. Such events may affect the characteristics, functionality, operation, use or other attributes of any Virtual Asset, Network or Platform.

Such events may also materially affect the price or value, functionality and/or name of any Virtual Asset, or even result in the shutdown of the network or platform associated with the Virtual Asset. Such events may be beyond HighBlock's control or, to the extent HighBlock has the ability to influence such events, HighBlock's decisions or actions may not be in your interest.

4.5 Cyber Attacks and Fraudulent Activities

The technical dependence of the Services on the Internet exposes you to a greater risk of fraud or cyber-attacks. Virtual Assets, Your Account, any Service, the Website or the Trading Tools may be targeted by malicious individuals who may attempt to steal Virtual Assets or legal tender or otherwise interfere with Virtual Asset transactions or any of our Services.

Virtual Assets, your Account, any Service, Website or Trading Tools may also be vulnerable to the exploitation of vulnerabilities in smart contracts and other code, as well as to human error.

Some of your Virtual Assets may be stored in hot wallets (i.e., online environments that provide an interface to the Internet), which are vulnerable to hacking or cyberattacks. It is common for cyberattacks to result in the hacking of virtual asset trading platforms and the theft of virtual assets. Victims may have difficulty recovering their losses from the hacker or the trading platform. This may result in significant losses and/or other repercussions that could seriously affect your interests.

4.6 Targeting by Malicious Entities

Malicious entities may target you in an attempt to steal any assets held by you or to claim any assets purchased by you. This may involve unauthorized access to accounts, your private keys, your address, your passwords, your email or social media accounts, your account login details or access methods, as well as unauthorized access to your computers, smartphones, and any other devices you may use.

You are responsible for protecting yourself from such behavior.

4.7 Developments in encryption technology

Developments in encryption technologies and techniques, including (but not limited to) advances in artificial intelligence and/or quantum computing, pose a security risk to all encryption-based systems, including Virtual Assets, your account, any of our APIs, the Website or our Services. The application of these technologies and techniques to Virtual Assets, Accounts, any of our APIs, the Website or our Services may result in the theft, loss, disappearance, destruction, depreciation or other compromise of Virtual Assets, Accounts, any of our APIs, the Website, our Services, or your data (as applicable).

4.8 Reliance on the Internet and other technologies

Virtual asset transactions rely heavily on the Internet and other technologies (including agreed upon methods of communication). However, the public nature of the Internet means that parts of or the whole of the Internet may be unreliable or unavailable at any given time.In addition, data transmission over the Internet and/or other technologies may be subject to interruption, delay, corruption or loss of data, loss of confidentiality of data transmission or the spread of malware.The result of the foregoing may be that your Virtual Asset Transaction is not executed in accordance with your instructions, is not executed at the required time, or is not executed at all.

No authentication, verification or computer security technology is completely secure.

The Internet or other electronic media (including, but not limited to, electronic devices, the services of third-party telecommunications service providers, such as cellular telephones or other hand-held transaction devices or interactive voice response systems) is an inherently unreliable form of communication, and such unreliability may be beyond HighBlock's control.

Due to the public nature of the Internet or other electronic media, any information (including any documents), communication or transaction transmitted over the Internet or other electronic media (including electronic devices, services of third-party telecommunication service providers, such as mobile telephones or other handheld trading devices or interactive voice response systems) may be subject to interruption, transmission blackout, interruption of transmission, interruption of transmission due to the volume of data, Internet traffic, market fluctuations or erroneousdata transmission (including incorrect price quotes), delays in transmission or cessation of price data feeds.

4.9 Risks relating to timing

Upon completion of the steps described in these Client Terms and Conditions, the Virtual Asset Transaction becomes binding. Thereafter, the Virtual Asset Transaction will be irrevocable. There is a risk that the final binding Virtual Asset Transaction will not take place at the same time as the instructions are provided. If the Virtual Asset Transaction does not take place at the required time, you may suffer losses.

4.10 Unauthorized Access

Unauthorized third parties may be able to access or use your account and conduct Virtual Asset Transactions without your knowledge or authorization, whether by taking control of another device or account used by you, or by other means.

5. Tax risk

The tax treatment of virtual asset transactions is uncertain and may be subject to the tax laws and regulations of the relevant jurisdictions. However, the tax treatment and accounting for virtual assets is an area of law and practice that is largely untested and subject to change and may vary from jurisdiction to jurisdiction.

As a result, we may receive inquiries, notices, requests or subpoenas from tax authorities and may be required to provide information regarding virtual asset transactions. The accounting industry has not established uniform standards and practices for auditors to obtain sufficient evidence to prove the existence and ownership of virtual assets or to determine the reasonableness of valuations. Therefore, if you are unsure of the tax implications of a virtual asset transaction, you should seek independent professional advice where uncertainty exists.

6. Regulatory risks

6.1 Restrictions in certain jurisdictions

Residents, tax residents or persons with relevant connections to certain jurisdictions may be excluded from trading in Virtual Assets. Changes in applicable law may adversely affect the use, transfer, exchange and value of Virtual Assets or cause you to breach any legal or regulatory requirements of the applicable jurisdiction.

It is your responsibility to ensure that any Virtual Asset Transaction remains lawful in the event of a change in Applicable Law, your circumstances or place of residence.

6.2 Regulatory Uncertainty

There is uncertainty in the regulatory regime governing DLT and Virtual Assets, and new regulations or policies may have a significant impact on the development and value of Virtual Assets. Legal and documentation risks associated with virtual asset transactions include the possibility that the transaction and/or its related framework arrangements may not be legally enforceable or that the parties may act in violation of applicable laws and regulations. There is legal uncertainty as to whether virtual assets can be considered “property”, which may affect the nature and enforceability of your interest in such assets. Laws and regulations may also evolve rapidly in response to the interests of governmental authorities, and the degree of regulatory stringency varies widely from jurisdiction to jurisdiction, which may also adversely affect the use, transfer and exchange of Virtual Assets, and the value of Virtual Assets may decline or be lost as a result of such legislative or regulatory changes.

As an investor, you are responsible for knowing and complying with the laws that apply to you or your property, rights or assets, including any tax implications associated with the Virtual Assets you trade or the leverage you provide.

6.3 Regulation in different jurisdictions

The Securities are subject to legal and regulatory oversight by authorities in different jurisdictions around the world. We may receive notices, inquiries, warnings, requests or rulings from one or more of these authorities at short notice. In some cases, we may even be ordered to suspend or terminate any action relating to the securities without prior notice.

Many aspects of securities involve untested areas of law and regulation and may be subject to new laws or regulations. Accordingly, it is not possible to predict the legal and regulatory outcomes for the Securities in all relevant jurisdictions. This may materially affect the planning, development, marketing, promotion, execution or other aspects of the Virtual Assets. Regulatory policies may change with or without notice, and any existing regulatory licenses or tolerances for virtual assets in any jurisdiction may be suddenly withdrawn. Crypto tokens and cryptocurrencies may be treated as commodities or virtual goods, digital assets, or even money, securities or currency in various jurisdictions, which may result in prohibitions on entering, trading or holding securities in certain locations. This may result in virtual assets being treated as regulated or restricted products. Notably, there is no guarantee that Virtual Assets will at all times maintain any particular legal or regulatory status in any jurisdiction.

6.4 Transactions in other jurisdictions

In entering into transactions involving Virtual Assets issued by parties subject to foreign law, the recovery of investment monies and any profits or proceeds may be reduced, delayed or impeded by exchange controls, extensions of indebtedness or other actions imposed by governmental or other official bodies. You should therefore ensure that you familiarize yourself with the relevant rules or laws before entering into any virtual asset transaction. It is important to note that your local regulator will not be able to enforce the rules of regulators or markets in other jurisdictions where you trade in virtual assets. You should seek independent advice on the different types of remedies available in your jurisdiction and other relevant jurisdictions before trading. If the country in which you reside imposes restrictions on trading in Virtual Assets, we may be required to terminate your access to the Account and may not be able to transfer Virtual Assets back to you, or may not be able to allow you to transfer Virtual Assets from the Account to yourself or others until the regulatory environment permits.

7. Conflicts of Interest

To the extent permitted by applicable law, we or other Virtual Asset Service Providers (subject to the terms agreed between you and such Virtual Asset Service Providers) may act as both your agent and your principal. We or other relevant Virtual Asset Service Providers may facilitate the initial distribution of Virtual Assets, secondary market transactions, or both, in a manner similar to that of traditional exchanges, alternative trading systems, or securities brokers. If these operations are not under the jurisdiction of any governmental agency, it can be difficult to detect, monitor and manage conflicts of interest.