This Agreement is entered on between BiKi OTC (hereinafter referred to as “Platform” or “We”) and OTC Merchant (hereinafter referred to as “You”). It shall be deemed that you have fully read, understand and voluntarily agree to accept the terms and conditions in this Agreement including relevant rules and announcements once you have applied for or used advertising rights on relevant web page through our website, API (if any) or mobile apps; including but not limited to any modifications, amendments, changes or new rules that may be released from time to time with or without prior notice (collectively herein referred to as “This Agreement”). If you do not agree to this Agreement or modification of the rules, you shall stop using the services offered by the platform as an OTC Merchant immediately and request to deregister as a certified Merchant.
- Once you have successfully applied for the advertising rights to post advertisement, you shall be bound by this Agreement including but not limited to <OTC Trading Management Rules>, <User Agreement> and all relevant rules and announcements;
- These Rules shall be formally implemented as of the date of promulgation and may be revised or improved from time to time. The modified or improved rules shall be effective upon announced; and if some of the contents in this Agreement are inconsistent with the updated version, the latter shall prevail;
- As an independent autonomous trading party reviewed and approved by the platform with security deposit paid upfront, the merchant shall have the advertisement rights to post advertisement. However, this does not represent that the merchant is 100% credible, nor does it represent a guarantee relationship between the platform and the merchant. We also do not make brand or credit endorsement for any rule violations by the merchant, nor do we bear joint and several liability for any adverse consequences arising from the merchant;
- Merchants should ensure that the use of the services under this Agreement is solely for legitimate purposes. It is strictly forbidden to use the platform and its facilities to engage in illegal trading practices or improper activities such as money laundering, smuggling, commercial bribery, malicious market manipulation or interference with trading systems, etc. In the event of any such violations, we shall reserve the rights to take disciplinary measures, including but not limited to, account restrictions, freezing of accounts, dismissal of merchants, forfeiture of deposits, and reporting to the authorities, etc. and shall not be liable for any loss to you or any third party in the process.
Article 1 – Scope of Application
The services under this Agreement shall apply to users in the following three (3) categories (hereinafter referred to as "Merchants"):
- Users who applied for certification via the platform and has officially obtained the “advertising rights” to post advertisements;
- Users who applied for certification via the platform and under review but have paid security deposit upfront;
- Users who applied to de-register as OTC Merchant and pending for approval; and with their security deposit still in the platform’s account.
Article 2 – Service Content
Once you have been officially appointed as OTC Merchant on the platform, in addition to your rights as a standard user, you will also enjoy the following services provided by the platform:
- Advertising Services:Merchants can freely post advertisements to facilitate more flexible and convenient trading;
- Exclusive Customer Service:This is exclusively for the merchants in order to help improve transaction efficiency and resolve any possible complaints arising from order processing;
- Others:Depending on the adjustments in the operational policy, the service content may be updated to include new product service launch or upgrade of current product service at any point of the time. The specific service content update on the website and product interface shall prevail.
Article 3 – Application for Certification
In order to improve trading security and increase creditability of the merchant’s identity, the platform shall provide verification service for the merchant’s eligibility.
- Certification Materials
In the process of applying for advertising rights, you will need to provide the following materials/information: mobile phone number, email number, WeChat ID, name of emergency contact, emergency contact’s number, your relationship with emergency contact, permanent address, household register, proof of address (such as certificate of property ownership, tenancy agreement or utility bill), proof of video (to be recorded according to the template provided) and any other materials as and when required by the platform. During the review, the platform shall not be liable for the accuracy and authenticity on the results of the user identification.
- Application Process
- The certification materials must be submitted as required under Clause 3.1 of Article 3;
- Upon receipt of the certification materials, the platform will perform KYC and Anti-Money Laundering (hereinafter referred as to “AML”) Compliance Review based on these materials;
- Once you passed the review, your security deposit will be automatically transferred to locked position in the account. You will not be able to make any transactions or fund transfers in the account until you deregister as merchant.
- Specifications for Application
- Update of Certification Materials
The application is a verification service provided by the platform for the purpose of identifying the merchant’s eligibility. The information on the identity and application results shall not be modified or cancelled in any circumstances unless otherwise specified once you have completed the application. If identity information changed after completing the application, you may apply to update your certification materials with valid certificate issued by the relevant authorities and the platform will assist you to update the corresponding certification materials.
- Management of Certification Materials
Article 4 – Asset Security Deposit
- Security Deposit Content
In order to ensure a safe and smooth trading on our platform, once you passed the KYC and AML Compliance Review, you are required to lock a certain amount of assets as security deposit. The requirements for the security deposit amount and asset type shall vary depending on your advertising rights on the platform, or whichever prevails in the user’s personal information certified by the platform.
4.2 Deduction of Security Deposit
4.2.1 The platform reserves the right to deduct your security deposit in part or in whole, if the following situations are triggered by the merchant:
(1) The merchant has a dispute in the course of a transaction, and is ruled to be at fault by the platform and shall bear the responsibility to the corresponding obligations, but the merchant did not cooperate despite the notification and caused the user to suffer asset loss;
(2) The merchant has severely or repeatedly violated the <OTC Trading Management Rules> and was subject to the corresponding implementation rules by the platform;
(3) The merchant has used the platform and its facilities to engage in illegal trading practices or improper activities such as money laundering, illegal arbitraging, malicious market manipulation or interference with trading systems, etc.
(4) The merchant has unauthorized use of BiKi branding to conduct false propaganda or malicious misleading behavior that has severely damaged the reputation of the platform;
(5) The merchant has unauthorized use of multiple cards in the name of other persons to collect or pay for other illegal purposes such as money laundering, causing damages to the relevant users or third parties;
(6) The merchant has an abnormal order pending appeal but was uncontactable to other external reasons (such as being detained by the police);
(7) The merchant has other violations of this Agreement or any legal documents or trading rules on the Platform;
(8) Other circumstances as defined by the platform on reasonable judgment that require deduction of the security deposit.
4.2.2 The specific deduction amount shall be determined according to the severity of the actual impact consequences upon assessment from the platform’s risk control team
18.104.22.168 Under normal circumstances, the deduction shall be limited to compensate the actual loss of the affected user. However, if the compensation exceeded the security deposit amount, we reserve the right to deduct all existing security deposits and request for additional security deposit. The additional amount is subject to the final confirmation of the platform.
22.214.171.124 We reserve the right to deduct the full amount of security deposit if the following special circumstances have been found and verified by the platform:
(1) The platform has reasonable evidence to prove that the merchant has directly participated or assisted in money laundering or other illegal and improper activities;
(2) It was verified that OTC transactions made on platforms with inadequate basic KYC risk-control capabilities were found be related to money laundering activities;
(3) Failing to retain KYC or basic information of counterparty when performing transactions via private or public community groups which caused illegal assets inflow into the platform;
(4) The merchant's payment has caused the bank card of multiple users to freeze and has refused to co-operate.
Article 5 – Cancellation of Merchant Certification
5.1 Cancellation of Certification by Merchants
If the merchant wishes to cancel the certification on their own accord, they must submit application to cancel the merchant certification. Upon receipt of the application to cancel, if the merchant is not engaged in any unresolved disputes or have any bad records, the platform will complete the cancellation within 3 working days and arrange to unlock your available balance assets in your security deposit accordingly.
5.2 Cancellation of Certification by the Platform
If any of the following situations arise, the platform reserves the right to unilaterally cancel the merchant certification:
(1) repeatedly complained by platform users in past transactions;
(2) false information was submitted in the certification material;
(3) displayed fraud or other dishonest behavior in the transaction; and malicious smearing of the platform;
(4) Failure to cooperate with the customer service of the platform to process the order or deliberately delay the customer service in the order processing;
(5) maliciously exploiting the vulnerability of the platform for profit;
(6) it was verified that merchant has been suspected of money laundering activities when arbitrarily transacted on a platform with basic KYC risk-control capability or OTC community that pose to be high-risk, the platform reserves the right cancel the merchant certification directly. In the event if the merchant and other users’ account are being frozen, in addition to disqualifying the merchant and deducting the security deposit, the merchant shall have to assist other users to defreeze their accounts;
(7) Violation of this Agreement or the provisions of the <OTC Trading Management Rules> of this Platform;
(8) Any other acts that do not conform to public order, fair trade or other violations of laws and regulations as deemed by the platform.
Article 6 – Limitation of Liability and Exemption
As a merchant, you should read and abide by the following limitation of liability and exemptions or restrictions, including the exclusions and limitations as stipulated under the <User Agreement> of the platform:
6.1 Due to the complexity of funding network of OTC and the special nature of digital asset trading, it is important to pay special attention to the risks of anti-money laundering. In order to ensure the security of your own transactions and assets, you must strictly conduct transactions according to the process and rules, and verify the identity of the counterparty in accordance with KYC and AML requirements; otherwise you may face risks such as asset freeze due to suspicions of criminal activities and the platform shall not be liable for any loss of assets.
6.2 The platform solely provides information matching services for digital asset C2C transactions on which the sale and purchase behavior are independent and spontaneous transactions from the users. The platform does not participate in the entire transaction process and any loss of assets / possible risks due to the violations of trading rules and Agreement shall be borne by the users. We also do not make brand or credit endorsement for any rule violations by the merchant, nor do we bear joint and several liability for any adverse consequences arising from the merchant;
6.3 In order to prevent criminals from using the platform to engage in money laundering, illegal arbitraging, etc., merchants should avoid engage in off-site OTC transactions that will bring about illegal asset inflow into the platform (especially, merchants should perform proper risk identification control against the counterparty corresponding to the cross-platform OTC transactions); otherwise if it is verified that user is suspected of carrying out illegal or unethical behavior (unauthorized use of multiple cards in the name of other persons to perform money laundering, or illegally USD transactions in block trades), the platform reserve the rights to take disciplinary measures, including but not limited to, account restrictions, freezing of accounts, dismissal of merchants, forfeiture of deposits, and reporting to the authorities, etc. and shall not be liable for any loss to you or any third party in the process.
6.4 The platform does not encourage unauthorized use of multiple cards in the name of other persons to perform trading: (1) we will not liable for any loss to you or any third party in the event of any asset loss. (2) If you have previously used another person's card to transact and that card was frozen by the police but the user who trades with you still accepts the card and had directly credited the funds to that card, the funds shall be frozen. You should actively cooperate and assist to defreeze the funds. If you refuse to fulfill the relevant obligations, the platform reserves the right to deduct your security deposit as compensation for the affected user and shall not be liable for any losses incurred by you.
6.5 In order to facilitate the identity information review, the platform may include links to third-party websites such as online banking websites (hereinafter referred to as “Link Sites”) and they are not controlled by the Platform. We make no warranties or representations about any information, products and services of any third party website linked to in this Platform and any other content that does not belong to us; therefore your use of any services, information and products provided by third party websites is your personal decision and you shall be responsible for any liability arising therefrom.
Article 7 – Others
7.1 This Agreement shall be effective for you from the date of the promulgation, and shall remain effective until the expiration of your merchant certification upon fulfillment of the corresponding obligations under this Agreement;
7.2 If you have any questions about this Agreement or have any complaints or comments regarding the handling methods in this Agreement, please contact us via email: firstname.lastname@example.org
7.3 The final interpretation and rights of this Agreement shall lie in the sole discretion of BiKi Exchange.