Bumba Market Trading Rules

1. Preliminary

• 1.1. Overview of RULES and the Platform
• 1.1.1. Rules Holdings (BVI) Ltd. is a company established in the British Virgin Islands (BVI) with registered number 1970684 whose registered offices are located at Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, VG1110, BVI.
• 1.1.2. Rules Holdings BVI Ltd. is licensed and regulated by the Financial Services Commission (“FSC”) to operate as:
• VASP Exchange and
• VASP Custody Provider;
• 1.1.3. Rules Holdings BVI Ltd. has following affiliates:
  Kinetic Serviços Digitais Ltda, (“Kinetic”) Corporate Tax Number (CNPJ): 47.966.513/0001-15, Avenida Dr. Cardoso de Melo, No. 1046, Apto. 133, Vila Olimpia,04548-004, São Paulo, Brazil
  Kinetic acts as Collecting Agent for Brazilian customers, responsible for transfer and custody of fiat assets.
  Collectively Rules Holdings BVI Ltd. and its affiliates are described as Rules Holdings Group (“RULES”) or “the Group”.

• 1.2. Purpose and scope of this Market Rulebook
• 1.2.1. These Market Trading Rules (the Market Rulebook) are issued by RULES in accordance with the requirements of the relevant Applicable Laws and Regulations, including the Financial Services Commission Act (the FSCA) of the Financial Services Commission (the FSC).
• 1.2.2. This Market Rulebook sets out the Rules that govern the requirements and conditions for Users to trade Assets on the Platform operated by RULES.
• 1.2.3. Pursuant to the User Agreement, this Market Rulebook, as amended from time to time, applies to and is binding on all Users of the Platform. The continued use of the Platform by any of any User or their Authorised Representative(s) is considered as agreement to abide by this Market Rulebook.
• 1.3. Defined terms and interpretation
• 1.3.1. Unless the context requires otherwise, capitalised terms are defined terms and shall have the meanings set out in the Glossary in 0 of this Market Rulebook.

Part A - Platform Membership

2. Admission as User

• 2.1. Requirements for acceptance
• 2.1.1. For RULES to admit a person as a User of the Platform, such person (Applicant) must:
• meet the eligibility criteria under Rule 2.2;
• complete any necessary application form(s) to become a User;
• approve the User Agreement;
• acknowledge reading, understanding, and agreeing to abide by this Market Rulebook, and any other document related to trading on the Platform;
• provide any additional information as RULES may request from time to time.

• 2.2. Eligibility criteria
• 2.2.1. The eligibility criteria required in Rule a) are set out in the table below

3. User obligations and rights

• 3.1. Engaging in specified prohibited activity
• 3.1.1. A User must not engage in any of the following prohibited activities:
• trade in Assets that may be derived from or related to illegal activity;
• grant access to the Platform to bots or any other similar automated means;
• deploy means to hide the idendity of the User or to impede the traceability of an Asset or a transaction on the Platform;
• reverse engineer or disassemble any of the information technology resources used to operate the Platform, including the Website or the API;
• hacking the information technology resources used to operate the Platform, including the Website or the API; or
• carry out any act which disrupts the normal functioning of the Platform.
• 3.1.2. A User must not carry out transactions in Assets on the Platform which RULESdeems to be prohibited, as these are notified to Users from time to time.
• 3.2. Circumvention of restrictions
• 3.2.1. A User whose access to the Platform is suspended, terminated, or restricted must not:
• circumvent or attempt to circumvent the suspension, termination, or restriction;
• implement measures the effect of which would amount to the circumvention of the suspension, termination, or restriction; or
• use another User's access to the Platform to circumvent the suspension, termination, or restriction.
• allow another User to access the Platform using their account to circumvent the suspension, termination, or restriction.
• 3.3. Ongoing compliance with relevant Applicable Laws and Regulations
• 3.3.1. Following an Applicant's acceptance as a User, it is the responsibility of the User to ensure that it continues to meet its obligations under the User Agreement (as applicable to activities on the Platform) and this Market Rulebook, and that it complies with the relevant FSC Rules and any other Applicable Laws and Regulations.
• 3.3.2. The User must comply with Applicable Laws and Regulations in relation to Financial Crime to ensure that any Assets held in the Account are not derived from illegal activities or Financial Crime, and that any Assets it deals with have not been tainted in any way by illegal activity or Financial Crime.
• 3.3.3. In complying with the Applicable Laws and Regulations which apply to it, RULESmay investigate the source of a User's Assets, so that it may determine, in its sole discretion, how to handle such Assets in accordance with Applicable Laws and Regulations. This may include but is not limited to returning Assets to their origin (i.e. incase of Fiat Currency, a transfer back to the bank account from which these were transferred into the Account, and in case of Virtual Assets, a transfer back to the external virtual asset Wallet address from which there were transferred).
• 3.4. Continuing obligations
• 3.4.1. A User must comply with the following continuing obligations, as they apply to them:
• where applicable, ensure that an Authorised Representative is appointed at all times and that RULES is kept up to date with such appointment;
• ensure adequate security systems and controls are in place to prevent unauthorised access and comply with any security measures and procedures for authentication requested by RULES from time to time (including but not limited to, creating unique access credentials and ensuring these are stored in a safe manner which prevents unauthorised access or use);
• co-operate with RULES, the FSC and any Competent Authority during any investigation that is conducted in relation to the User's access to, or activity on, the Platform;
• ensure that it makes all the notifications provided for under 4 in a timely, clear and thorough manner;
• comply with the procedural, operational, and technical requirements of RULES for accessing and trading on the Platform, as these are notified to User from time to time;
• ensure any information or documents provided to RULES, including but not limited to CDD information and documents, are kept up-to-date;
• where applicable, maintain all the necessary government licences or authorisations which may be required under the relevant Applicable Laws and Regulations for using the Platform;
• where applicable, maintain all necessary human and technical resources to ensure compliance with this Market Rulebook and the relevant Applicable Laws and Regulations as these apply to the User;
• pay such Fees and charges as may be applicable to the User on or before the due date specified by RULES;
• bear its own costs and expenses in connection with any such investigation referred to in 0 of this Market Rulebook and indemnify RULES in full in respect of all costs and expenses reasonably incurred by RULES in connection with any investigation in so far as those costs relate to an investigation or any part of an investigation which relates to the User's activity on the Platform except to the extent that any such costs arise as a consequence of fraud, gross negligence or wilful default of RULES;
• observe high ethical standards to preserve market integrity and act with honesty, integrity, fairness, due skill and care when conducting any activities on the Platform;
• refrain from any action or conduct which may impact or harm the reputation of RULES;
• whereapplicable,ensurethatitsAuthorisedRepresentatives:
• are adequately supervised; and
• are fit and proper and have adequate experience, knowledge, and skill to operate the Platform in compliance with the Market Rulebook;
• continue to meet the eligibility criteria under Rule 2.2 at all times; and
• ensure to log out from the Account at the end of each session after accessing the Platform.
• 3.4.2. For the avoidance of doubt, the User is responsible for all acts, omissions, conduct, and activity conducted on its Account.
• 3.5. Obligationtoactasprincipal
• 3.5.1. Each User shall act as principal in respect of all of its interactions with RULES and activityon the Platform including, without limitation, when trading or accessing the Platform through an Authorised Representative, and such User shall be responsible and liable to RULES as principal and not as agent.
• 3.5.2. Right to voluntary Account closure
• 3.5.3. A User may request to close its Account by giving RULES prior notice as provided for under the User Agreement (as amended and notified to the User from time to time).
• 3.5.4. RULES may, in its absolute discretion, refuse to accept a User' s request to close the Account in the event the User that is subject to an ongoing investigation by RULES or by a Competent Authority.
• 3.5.5. Following RULES’ receipt of a User's request for Account closure the User’s Account shall be wound down in accordance with Rule 0 of this Market Rulebook.
• 3.5.6. Notwithstanding the request for closure by a User under Rule 3.5.2, a User shall continue to be bound by these Rules until the date on which all outstanding Fees or other sums due by the User to RULES or any other User have been settled.

4. User Notification Obligations

• 4.1. General
• 4.1.1. A User must notify RULES as soon as practicable:
• if there is reason to suspect that their Account has been compromised;
• if they have or may have committed a material breach of the User Agreement, this Market Rulebook or any relevant Applicable Laws and Regulations;
• of any material change to the information that the User has provided to RULES, including but not limited to:
• CDD information; and
• a change of address, or email address or any other particulars and User contact details communicated to RULES;
• of a Default Event in respect of the User;
• of the commencement of or the formal notification of any investigation or disciplinary or enforcement proceedings, or the receipt of an injunction, or the imposition of a sanction against the User by the FSC or a Competent Authority relating to the User's activities on the Platform or which may otherwise be material in the context of the User's obligations under this Market Rulebook;
• of a material change which affects the User's ability to comply with this Market Rulebook;
• of a matter which results in the User being unable to comply with the eligibility criteria under Rule 0 or its continuing obligations under 3; or
• if there is a need to report a material incident in relation to its Account, including any material operational problems or security concerns related to its Account.
• 4.2. Specific obligations of legal persons
• 4.2.1. In addition to the obligations under Rule 4.1, a User who is a legal person must notify RULES immediately, of any change to its:
• legal/trade name;
• Authorised Representative(s);
• Beneficial Owner(s) (as this term is defined under FSC Rules); and
• legal status and/or regulatory status (as may be the case).

Part B - Virtual Asset listng rules

5. Virtual Asset eligibility

• 5.1. Admission of a Virtual Asset
• 5.1.1. RULES will admit a Virtual Asset for trading on the Platform, only if it meets the internally agreed criteria to be accepted by RULES. Such criteria include, but are not limited to:
• a) Maturity
• b) Security
• c) Traceability
• d) Exchange Interoperability
• e) Type of Distributed Ledger (“DLT”)
• f) Functionality
• 5.1.2. RULES will notify Users within a reasonable time of the admission of a new Virtual Asset for trading on the Platform. The RULES’ notification will specify, among other things, the effective date of the admission of the Virtual Asset for trading on the Platform.

• 5.2. De-listing of a Virtual Asset

• 5.2.1. De-listing a Virtual Asset is the process by which RULES removes a Virtual Asset from the list of Virtual Assets which are admitted to trading on the Platform.
• 5.2.2. RULES may de-list a Virtual Asset in any of the following circumstances:
• a) at its sole discretion; or
• b) when required:
• c) by the FSC or an order of the relevant Competent Authority; or
• d) under the relevant Applicable Laws and Regulations.
• 5.2.3. Where RULES decides to de-list a Virtual Asset from the Platform, RULES will:
• a) notify Users and indicate the effective date of such removal;
• b) cancel any Open Orders in relation to the de-listed Virtual Asset; and
• c) restrict Users from entering any Orders in relation to the de-listed Virtual Asset.

Part C - Trading Rules

6. Platform availability

• 6.1. Trading hours
• 6.1.1. Trading on the Platform is possible twenty-four (24) hours a day, seven (7) days a week and on any day of the year, except when trading is suspended under a Trading Suspension.

• 6.2. Scheduled downtime
• 6.2.1. From time to time, RULES may halt trading temporarily on the Platform, or restrict or suspend its Services or Users' access to the Platform or to their Accounts, to conduct maintenance or systems upgrades, including to allow a new Virtual Asset to be traded on the Platform.
• 6.2.2. Any Order or remaining portion of any Order that was placed or active during temporary suspension of trading shall be cancelled in accordance with the Default Rules.
• 6.2.3. RULES shall notify Users of any scheduled downtime in advance within a reasonable time.
• 6.2.4. RULES is not liable or responsible for any inconvenience or damage caused as a result of a scheduled downtime.

7. Orders on the Platform

• 7.1. Order types
• 7.1.1. A User may place the following types of Orders on the Platform:
• a) a Market Order, which includes a Taker Order;
• b) a Limit Order, which includes a Maker Order;
• c) a Stop Order.

• 7.2. Market Orders and Taker Orders
• 7.2.1. RULES does not guarantee that a Market Order or Taker Order will Fill at a price specified.
• 7.2.2. A valid Market Order or Maker Order will be immediately posted to the Order Book and, if not Filled, will become an Open Order visible to other Users.

• 7.3. Limit Orders
• 7.3.1. A Limit Order is Filled at the specified price or a better price (being lower than the specified price for a purchase Order or higher than the specified price for a sale Order).
• 7.3.2. A Limit Order can result in a Maker Order or a Taker Order, or an Order that is partially a Maker Order and partially a Taker Order.
• 7.3.3. A Limit Order which is not executed immediately will remain on the Order Book until:
• a) cancelled by the User;
• b) completely Filled at that price by one or more Taker Orders placed by another User; or
• c) cancelled by RULES in accordance with Rules outlined in Rule 7.8 of this Market Rulebook.

• 7.3.4. A Limit Order will be immediately posted to the Order Book and will be visible to other Users.
• 7.3.5. A Limit Order 'placed outside the market' will be Filled by the best available existing Order rather than an existing Order with the same price as the Limit Order.
• 7.3.6. RULES will validate a Limit Order's price against the most recent snapshot of the resting best bid/ask for a given Virtual Asset within the Order Book.
• 7.3.7. A Limit Order that falls within the limits will be allowed automatically into the Order Book.
• 7.3.8. The Website will provide a warning message to Users in relation to Orders which are outside the limits, and such warning will be displayed prior to submission of the Order. The API will not provide any alert or warning message to that effect.
• 7.3.9. The allowed limits are set in the Platform by RULES as a configurable percentage. These limits will be set to Trading Pairs based on market conditions such as liquidity and volatility as decided by RULES, in its sole discretion. These limits will be notified to Users from time to time.

• 7.4. Stop Orders
• 7.4.1. Once the Stop Price of a Stop Order has been triggered, it is considered a Limit Order and follows the rules specified in Rule 0.
• 7.4.2. A Stop Order is not posted to the Order Book and is not visible to other Users, but any resulting Order (including the resulting Limit Order) is posted and visible.
• 7.4.3. A Stop Order is not guaranteed to Fill as market conditions may make it impossible to execute such Orders at the Stop Order level.

• 7.5. Minimum and maximum Orders
• 7.5.1. All Orders placed on the Order Book are subject to the minimum and maximum Order sizes.
• 7.5.2. RULES will notify Users of the minimum Order and maximum Order sizes, as these are set from time to time.

• 7.6. Submission of Orders
• 7.6.1. Orders are subject to the requirements and restrictions as specified in this Market Rulebook.
• 7.6.2. Any Order entered onto the Order Book shall:
• a) be assigned a time stamp and an identification number;
• b) be treated by RULES as firm and available for execution; and
• c) when Filled, be binding on the User, including when the Order was placed by an Authorised Representative.
• 7.6.3. Each Account will list the Order Book(s) that is/are available to that User.
• 7.6.4. When a User places an Order, that quantity of the Virtual Asset (including any applicable fees) are placed on hold in the Account until the Order fills, expires, or is cancelled. Any unfilled portion of the Order will remain on hold until it fills, expires, or is cancelled.
• 7.6.5. Users will receive a confirmation Notification every time they have placed an Order, cancelled an Order, and when that Order is partially or completely Filled. A User can also view this in real time on the Website.
• 7.6.6. Any Order filled on the Order Book in accordance with this Market Rulebook creates a binding contract on the User placing the Order.
• 7.6.7. All Orders and any Trades which arise shall be treated as authorised and correct. A User that submits an Order to the Order Book is responsible for the consequences of any errors made in the entering of an Order in the Order Book, including in relation to the type of Order, the price and any instructions in respect of the Order.
• 7.6.8. A User may not enter an Order in the Order Book in a Trading Pair which is subject to a suspension by RULES or the FSC.

• 7.7. Amended Orders
• 7.7.1. A User may amend an Order entered in the Order Book at any time as long as the Order is not Filled.
• 7.7.2. Amended Orders shall:
• a) be treated as a cancellation of the Order in accordance with Rule 7.8 and the placement of a new Order on the amended terms; and
• b) shall lose their original time priority and shall be given a new time stamp.

• 7.7.3. A User must not amend or attempt to amend an Order in the Order Book in a Trading Pair which is subject to a suspension by RULES or the FSC.

• 7.8. Cancellation of Orders
• 7.8.1. RULES may cancel a User's Order in whatever circumstances it considers appropriate including, but not limited to:
• a) circumstances where RULES considers that an Order is erroneous or believes it necessary in order to preserve an orderly market; or
• b) if such Order breaches in any way this Market Rulebook or Applicable Laws and Regulations.

• 7.8.2. A User may only cancel Orders from the Order Book during the times specified by RULES and subject to the requirements and restrictions as specified in this Rule 7.8.
• 7.8.3. A User must cancel any Order (in whole or in part) if after placing such Order the User wishes to avoid a Fill of that Order. Users also understand that they may not be able to cancel an Order prior to the Order being Filled (in whole or in part) and that RULES is not liable to the User for the completion of an Order after a cancellation request has been submitted.
• 7.8.4. An Order may be Filled by one or more matching Orders.
• 7.8.5. A User is responsible for all obligations and liabilities arising from the entry, cancellation and execution of all Orders submitted to the Order Book by that User.

• 7.9. Order Records
• 7.9.1. RULES shall record the following details in relation to every Order:
• a) the identification number of the User;
• b) date and time of the Order;
• c) identification of the Trading Pair;
• d) Order type and whether it is to buy or sell a Virtual Asset;
• e) Order Status: open, partially completed, completed, cancelled;
• f) price at which the Order is placed;
• g) price and fee where the Order is Filled; and
• h) quantity: order size measured in Virtual Asset units.

• 7.10. Orders to be pre-funded
• 7.10.1. Where a User has an insufficient available balance on its Account to cover an Order including any Fees payable at the time of placing such Order, the Order shall be automatically rejected by the Platform and shall not be recorded in the Order Book.

• 7.11. Acceptance of Orders
• 7.11.1. RULES only accepts Orders through the Website, the mobile applications or the API.
• 7.11.2. The Platform records each User's balances of Virtual Assets and Fiat Currencies.
• 7.11.3. RULES' API allows a User to perform the following:
• a) place and cancel Maker Orders and Taker Orders;
• b) view account balances;
• c) get details of Order history; and
• d) receive the Platform's Market Data.

• 7.11.4. All Orders submitted through the Website and the API are subject to the same price-time priority.
• 7.11.5. Placed Orders are prioritized based firstly upon the best price (i.e: highest bid and lowest offer) and secondly by the time the order is received.
• 7.11.6. When an Order is entered in the Order Book, RULES will match such Order to the greatest extent possible with active Limit Orders in the Order Book which reflects the best price and has been entered the earliest (highest time priority); and continue with the Limit Orders in the Order Book which has the next highest priority and so on.
• 7.11.7. The quantity of each Asset applicable to an Order will be blocked in the User's Account and will no longer be available to the User for another Trade or a Withdrawal until the earlier of:
• a) the Order being Filled; or
• b) the Order being cancelled by the User or is otherwise cancelled in accordance with Rule 7.8.

• 7.12. Maximum number of Orders
• 7.12.1. The maximum number of Orders a User can place through the Website, the mobile applications or the API within a specified period of time is set by RULES and notified to Users from time to time.
• 7.12.2. RULES will notify a User:
• a) within a reasonable time before the maximum number of Orders is exceeded; and
• b) immediately when the maximum number of Orders is exceeded.

• 7.13. Order matching
• 7.13.1. The Order Book matches Taker Orders with Maker Orders based on priority given to price and the time when the Order was entered.
• 7.13.2. Each time a Taker Order is posted in the Order Book:
• a) the Taker Order is matched with the earliest in time Maker Order at the best price in the Order Book;
• b) to the extent that the Taker Order is not completely Filled by that Maker Order, it is matched with any subsequent Maker Orders at that price, in the chronological sequence those Maker Orders were posted; and
• c) to the extent that the Taker Order is not completely Filled by one or more Maker Orders described above, it is matched with one or more Maker Orders at the next best price, in the chronological sequence those Maker Orders were posted, and this process is repeated until the Taker Order is completely Filled.

• 7.14. Order Fill and settlement of Trades
• 7.14.1. A Fill occurs when all or part of a Maker Order is matched with all or part of a Taker Order, resulting in a Trade.
• 7.14.2. A Users will be notified as soon as a Fill occurs.
• 7.14.3. All Trades are settled:
• a) by simultaneously debiting and crediting the relevant balances of Virtual Assets in both Users' Accounts, and are reflected in a User's trading history on the Website; and
• b) in real-time and the Platform verifies the total balance before and after the Trade to ensure that it remains unchanged (after the applicable fees have been deducted).

• 7.15. Reversal of Trades
• 7.15.1. All Trades are final and may not be reversed unless:
• a) required under Applicable Laws and Regulations;
• b) required by the FSC or by a Competent Authority (including in cases of Financial Crime or other breaches of Applicable Laws and Regulations);
• c) the Trade was undertaken by a User in breach of this Market Rulebook; or
• d) the Trade resulted from:
• e) a technical failure, whether as a result of malicious conduct or due to the malfunctioning of the Platform's information technology infrastructure, which affected the Platform; or
• f) a Fill which is in material breach of this Market Rulebook, in which case RULES shall make all reasonable efforts to restore affected Users to the position they would have been in had the breach not occurred.

• 7.15.2. ln the event a Trade is reversed, RULES will (unless it would be unlawful for it to do so) send a Notice to the User which sets out the reasons for reversal, and where appropriate, the procedure for correcting any factual errors which led to the cancellation.
• 7.15.3. RULES is under no obligation to ensure that Users who benefit from an erroneous Fill are in a position to reimburse RULES or any User for any such loss incurred by RULES or other Users.

8. Access to information

• 8.1. Access to Market Data
• 8.1.1. All Users have full and equal real-time access to Market Data.
• 8.1.2. Market Data is available to Users of the Platform through the Website, the Mobile Applications, or the API, or any other means as provided by RULES from time to time.

• 8.2. Transparency
• 8.2.1. RULES will disclose to the public in a standardized, consistent, and structured format.

9. Market integrity

• 9.1. No preferential treatment
• 9.1.1. To ensure that Users have equal access to the Platform, RULES will not grant any User access to the Platform on a preferential or priority basis, or otherwise prioritise one User or a number of Users against another.
• 9.1.2. RULES will, at all times and in all its decisions, take into consideration the interests of all of its Users collectively.
• 9.1.3. All executed transactions are final (unless RULES, acting reasonably and in accordance with Rule 0, determines that an executed transaction may be reversed).

10. Fair and orderly trading

• 10.1. General
• 10.1.1. RULES may take any action, including any market control measures, which it deems appropriate to preserve market integrity, maintain fair and orderly trading, and to ensure compliance with this Market Rulebook if a situation or event compromises fair and orderly trading on the Platform.

• 10.2. Market control measures
• 10.2.1. The market control measures in Rule 10.1 may include, but are not limited to:
• a) imposing a Trading Suspension;
• b) modifying risk-mitigating parameters;
• c) restricting Users' access to the Platform;
• d) restricting order types to Limit Orders;
• e) canceling Open Orders sitting on the Order Book; or
• f) any other actions deemed by RULES to be in the best interest of its Users, the Platform, and to preserve fair and orderly trading.

• 10.3. Exceptional situations or events
• 10.3.1. The situations or events in Rule 10 shall include anything that is deemed in RULES’ reasonable discretion to be exceptional, including but not limited to the following specific circumstances:
• a) major price volatility on the Platform, especially where a Trade differs significantly from the market price or where liquidity is poor;
• b) decisions or information which are to be published imminently and which might have a significant influence on the price of a Virtual Asset;
• c) a Virtual Asset no longer meeting the criteria to be deemed an 'Acceptable Virtual Asset' by RULES;
• d) RULES not being authorized to operate the Platform or provide custody;
• e) changes in Applicable Laws and Regulations which make the Services provided by RULES to Users, illegal or require remedial action before they can be resumed; or
• f) other situations that RULES deems may compromise fair and orderly trading.

• 10.4. Emergency situations or events
• 10.4.1. The situations or events in Rule 10 shall include anything that is deemed in RULES’ reasonable discretion to be of an emergency nature, including but not limited to the following specific circumstances:
• a) failure of the Platform, including its access infrastructure or parts thereof;
• b) failure of a User's access to the Platform;
• c) failure of RULES’ custody or settlement infrastructure or systems;
• d) a Force Majeure Event; or
• e) other emergencies that RULES deems may compromise fair and orderly trading.

• 10.5. Technical issues
• 10.5.1. If any technical reasons prevent or restrict Users' ability to place or cancel Orders, or prevent or restrict access to the Platform or affect the operation of the Order Book or Platform, including but not limited to scheduled downtime of the Platform, RULES may, in its sole discretion, take one or more of the following actions in respect of its Platform operations:
• 10.5.2. take any action provided for under Rule 10.1, including but not limited to:
• a) halting of trading or canceling Open Orders;
• b) temporarily disable depositing or withdrawing Assets (in connection with actions taken by it as a custodian);
• c) disable the ability to place new Orders;
• d) disable the API, the Website, or the Platform; or
• e) disable access to the Platform.

• 10.6. Trading Suspension
• 10.6.1. A Trading Suspension may be in relation to all Orders or restricted to specified Trading Pairs.
• 10.6.2. During a Trading Suspension, no new Orders shall be placed and no Orders shall be Filled. However, Users may cancel Open Orders.
• 10.6.3. Trading on the Platform will resume when RULES in its sole discretion deems it is appropriate.
• 10.6.4. RULES will provide a Notice to Users in relation to:
• a) any action taken under this 0 unless it is prohibited under the Applicable Laws and Regulations from doing so; or
• b) the resumption of trading following a Trading Suspension.

11. Virtual Asset Fork Protocol

• 11.1. Planned Forks
• 11.1.1. In the event of a Planned Fork, RULES will:
• a) notify Users as soon as practicable of:
  i. the Planned Fork;
  ii. any suspension of Services as a result of the Planned Fork, including any restrictions on transfers of the Virtual Assets affected by the Planned Fork; and
  iii. the time when the suspension of the Services will cease, and normal operation of the Platform resumes.
• b) suspend all in-bound and out-bound transfers of the affected Virtual Asset (in connection with the actions taken by it as a custodian);

• 11.2. Soft Fork
• 11.2.1. In the event of a Soft Fork, RULES will:
• a) wait for the majority of nodes of the affected Virtual Asset to upgrade to the new protocol and on migration of the majority of nodes to the new protocol;
• b) review the impact of the new protocol on the blockchain and the Virtual Asset's price; and
• c) upgrade to the new protocol, after satisfactory review by RULES in its sole discretion.

• 11.3. Hard Forks
• 11.3.1. In the event of a Planned (uncontentious) Hard Fork, RULES will discontinue using the old blockchain for the affected Virtual Assets and will notify Users of their option to:
• a) transfer the affected Virtual Asset to the new blockchain and continue trading on the Platform; or
• b) transfer the affected Virtual Assets to an external virtual asset wallet that will support the preplanned Hard Fork blockchain, given that such Virtual Assets may not be traded on the Platform anymore.

• 11.3.2. In the event of a (contentious) Hard Fork, RULES will de-list the affected Virtual Assets from the Platform if they do not qualify as Accepted Virtual Assets.

• 11.4. General
• 11.4.1. Any decision taken by RULES in relation to Planned Forks, Soft Forks, and Hard Forks shall be final and binding on Users.

12. Custody of User Assets

• 12.1. Custody of Assets
• 12.1.1. A User's Virtual Assets to the credit of such User's Account shall be held by RULES, on behalf of the User, in the Wallet.
• 12.1.2. A User's Fiat Currency to the credit of such User's Account shall be held by RULES, on behalf of the User, in a segregated User money account with a third-party custodian as provided for under the User Agreement (Section 9.3).
• 12.1.3. All Assets held by RULES on behalf of Users shall be held in accordance with the relevant FSC Rules and Applicable Laws and Regulations.
• 12.1.4. Title to User Assets shall at all times remain with Users. As the owner of the Assets, the User bears all risk of loss in relation to such Assets. None of the Assets held in a User's Account are the property of RULES.
• 12.1.5. A User controls the Assets held in his Account. At any time, subject to outages, downtime, and other applicable policies and the restrictions, a User can withdraw received Assets by transferring them to his bank account or external virtual asset wallet.
• 12.1.6. A User assumes all liability for any losses incurred as a result of sending a Virtual Asset to an incorrect address.

Part D - Default Rules

13. User’s Default

• 13.1. Declared Default Events
• 13.1.1. RULES shall, at its absolute discretion, determine if it shall treat a Default Event as a "Declared Default" and shall determine the date and time of such Declared Default. RULES shall notify, in writing, the defaulting User of the Declared Default and its date and timing. RULES will also inform FSC prior to declaring a Declared Default.
• 13.1.2. Upon the declaration by RULES that a Default Event is a Declared Default, RULES may take any such action in its sole discretion as it deems appropriate, including but not be limited to the following:
• a) requiring the defaulting User to provide any information or document within a specified time to assist RULES in its investigation of the Default Event;
• b) requiring the defaulting User to remedy the Default Event, where possible or desirable by the Platform in its sole discretion, within the time RULES specifies;
• c) cancelling some or all Orders or transactions of the defaulting User;
• d) selling some or all Virtual Assets to the credit of the defaulting User's Account;
• e) suspending the defaulting User's access to the Platform;
• f) blocking the defaulting User's access to his Accounts; and
• g) treating any or all Orders or transactions of the defaulting User then outstanding as having been repudiated by the defaulting User, in which case RULES’ obligations under such Orders and/or transactions shall be cancelled and terminated.

• 13.1.3. RULES is not responsible for and shall not be liable for the Default of any User or in respect of any Orders.
• 13.1.4. Transactions undertaken on the Platform are not subject to any compensation scheme.

• 13.2. Recovery of amounts owing
• 13.2.1. Without prejudice to any other rights a User may have, whether under this Market Rulebook, under the User Agreement, by operation of Applicable Laws and Regulations or otherwise, RULES may at any time and without Notice to a defaulting User set off any amount payable or owing by RULES to the defaulting User against any amount payable or owing by the defaulting User to RULES. RULES shall notify the defaulting User of any set off effected under this Market Rulebook. If any obligation is unascertained, RULES may make a good faith estimation of that obligation and effect set off in respect of that obligation, subject to RULES adjusting its accounting once such obligation is ascertained.
• 13.2.2. If the proceeds realized pursuant to Rule d) are not sufficient to pay all the defaulting User's liabilities to RULES, then the defaulting User shall promptly pay on demand the deficit.
• 13.2.3. RULES’ rights under this Market Rulebook are in addition to, and not in limitation or exclusion of, any rights RULES may have whether under the User Agreement, by operation of Applicable Laws and Regulations or otherwise.

• 13.3. Final Defaults
• 13.3.1. In the event RULES makes a determination that a User's default is final, RULES will:
• a) publish a Notice of the defaulting User on the Website;
• b) notify any Competent Authority, including the FSC, which may have responsibility for any matter arising out of or connected with the Default Event;
• c) delist the names of defaulting Users from its website (on case to case basis);
• d) debit from the defaulting User's Account any:
• e) damages suffered as a result of the Default Event; and/or
• f) any trading fee discounts or rebates that the User received in the course of the calendar year preceding the date on which RULES became aware of the Default Event.

14. RULES Default Events

• 14.1. Default Events caused by RULES
• 14.1.1. If a Default Event is caused by RULES, RULES will:
• a) notify any affected Users and publish a Notice on the Website setting out the material of the Default Event and the remediation action undertaken by RULES;
• b) indemnify any affected Users for their loss caused as a result of the Default Event up to the limit set out under the User Agreement Section .
• c) In the event that a Default Event comprises RULES suffering an Insolvency Event or a loss of license, trading on the Platform shall be immediately suspended in accordance with Rule 10.6 and:
• d) responsibility for the operations of the Platform may be transferred to any other entity licensed by the FSC for these purposes or, with the approval of the FSC, to operate Platform in a jurisdiction other than British Virgin Islands; or
• e) the Relevant Assets of all Service Users may be transferred to the custody of a third party licensed for the purposes, with the prior consent of the FSC and with making the relevant disclosures to the Service Users as required by the Applicable Laws.

15. Third-party Default Events

• 15.1. Default Events caused by third-party service providers
• 15.1.1. If a Default Event is caused by any of RULES’ third-party service providers, RULES will:
• a) notify any affected Users and will publish a Notice on the Website setting out the material of the Default Event and the remediation action undertaken by RULES;
• b) remedy the issue in accordance with the contractual obligations of the concerned third-party service provider;
• c) claim any damages caused by the Default Event and assess the situation to indemnify the User (as applicable);
• d) consider whether to terminate its agreement with the concerned third-party service provider; or
• e) carry out any other remediation action as may be required.

Part E - Financial Crime and Market Abuse

16. Anti-money laundering

• 16.1. General
• 16.1.1. Users can transfer Fiat Currency between their Account and pre-registered bank accounts under their name and registered with RULES.
• 16.1.2. RULES will reject Fiat Currency deposits from a User's bank account(s) not registered with RULES, and will return any transferred funds unless the User has obtained prior approval from RULES.
• 16.1.3. A User must comply with relevant Financial Crime and AML legislation in force in the BVI, and in any other jurisdiction to the extent that such legislation applies to the User.
• 16.1.4. RULES will notify Users from time to time of any AML measures and procedures with which they must comply with any as notified to the User.
• 16.1.5. A User may only transfer Fiat Currency to their Account from an account held in his name with a regulated bank established in a jurisdiction which is acceptable to RULES.
• 16.1.6. Upon RULES’ request, a User must immediately disclose to RULES the source of:
• a) any Assets transferred or to be transferred to their Account (Source of Funds); and
• b) the User's wealth.

• 16.1.7. A User may make the disclosure in Rule 16.1.5 in such verifiable documentary form as RULES may reasonably require.

17. Market Abuse

• 17.1. General
• 17.1.1. A User must not engage in (whether alone or in concert with any other person), participate in, aid, abet, allow, finance, support or otherwise endorse or enable conduct or activities which could constitute Market Abuse under FSC Rules as amended from time to time, which includes among other things:
• a) market manipulation by effecting Trades which give, or are likely to give, a false or misleading impression as to the supply of, or demand for, or as to the price of, one or more Virtual Asset, or secure the price of one or more such Virtual Asset at an abnormal or artificial level;
• b) disseminating false or misleading information by any means which gives, or is likely to give, a false or misleading impression as to any Virtual Asset by a User who knew or could reasonably be expected to have known that the information was false or misleading;
• c) insider dealing by dealing, or attempting to deal, in Virtual Assets on the basis of inside information not known to the public, or disclosing such inside information to another person otherwise than in the proper course of the User’s employment, profession or duties; or
• d) effecting Trades which employ fictitious devices or any other forms of deception or contrivance.

• 17.1.2. Orders placed on the Platform, and Trades executed on the Platform, must be made in good faith for the purpose of entering into bona fide transactions.
• 17.1.3. RULES may take such action as it deems appropriate to identify, deter, and prevent any Market Abuse on the Platform.ch
• 17.1.4. Notwithstanding the User's general requirement to cooperate with RULES under 0, a User must cooperate with RULES, the FSC or any other Competent Authority in relation to an investigation into Market Abuse.

Part F - RULES’ Powers

18. Monitoring and investigation

• 18.1. Reporting of User activity
• 18.1.1. RULES shall immediately report to the FSC and to any other Competent Authority, as relevant, any User conduct which may constitute:
• a) Market Abuse;
• b) Financial Crime or money laundering; or
• c) a breach of Applicable Laws and Regulations.

• 18.1.2. In connection with RULES’ reporting under Rule 18.1, RULES shall share any relevant information which the FSC and any other Competent Authority may request or which may be of assistance.

• 18.2. Complaints in connection with the use of the Platform
• 18.2.1. A User can make a complaint about the conduct of another User, or against RULES or any of its employees, in accordance with the procedure set out in RULES’ Complaints Policy, a copy of which is published the Website.
• 18.2.2. In the event of a complaint, RULES shall:
• a) promptly acknowledge any complaint made under Rule 18.2;
• b) promptly review and consider such complaint in accordance with the Complaints Policy;
• c) provide a timely reply to the complainant following its internal investigation; and
• d) keep records of the complaint and investigation.
• e) A User may, as provided under the Complaints Policy:
• f) appeal the RULES’ decision in relation to the complaint;
• g) refer the complaint for binding external dispute resolution; and
• h) refer the complaint to the FSC.

• 18.3. Information disclosure
• 18.3.1. RULES may require a User to immediately provide accurate information relating to its Order or Trade in any format, electronic or otherwise, as specified by RULES.
• 18.3.2. RULES may disclose any information or documents in its possession or which it has obtained from a User to any person (including a Competent Authority) for the purpose of enabling it to institute, continue, or defend any proceedings, including any court proceedings. RULES has no obligation to notify a User that it is in receipt of any such information or documents.
• 18.3.3. RULES may keep information or documents which come into its possession under this Market Rulebook for such period as it considers necessary or appropriate for the purposes such information or document was obtained.

• 18.4. Investigations
• 18.4.1. RULES is entitled to investigate the activities of any User, including but not limited to any Orders or transactions, if RULES:
• a) suspects a breach of this Market Rulebook by a User, regardless of how a suspected breach comes to its attention, whether such suspected breach is detected by RULES, reported by a User, or comes to RULES’ attention from any other source;
• b) is ordered, instructed or requested to do so by the FSC, any other Competent Authority; and/or
• c) is ordered to do so by any court or arbitral tribunal of competent jurisdiction.

• 18.4.2. To the extent permitted by the Applicable Laws and Regulations and unless otherwise notified by the FSC or any other relevant Competent Authority, RULES may, but is under no obligation to provide a User with:
• a) Notice of any investigation, including details of the subject matter and general nature of the investigation; and
• b) an opportunity to provide a written submission in relation to the subject matter of the investigation.

• 18.4.3. Following an investigation pursuant to this Rule 0, if RULES determines, in its absolute discretion, that a breach of this Market Rulebook has occurred and was committed by a User, RULES may:
• a) impose a Sanction on such User under 0 (Financial Crime and Market Abuse); and/or
• b) refer the matter to the FSC or any other Competent Authority, as appropriate.

• 18.4.4. RULES shall record any investigations and Sanctions on a User's compliance record.

• 18.5. Reasonable assistance in investigations
• 18.5.1. A User must provide all reasonable assistance requested by RULES and its employees and delegates in relation to an investigation under Rule 0 to the satisfaction of RULES.
• 18.5.2. The assistance required by Rule 18.5 must be provided by the User within the timeframes specified by RULES and shall include, without limitation,
• a) the provision of information, materials and documents (including responses to questionnaires) requested by RULES; and
• b) access to premises and individuals reasonably within the control of the User,
• c) relating to the investigation and reasonably within the control of the User.
• 18.5.3. Neither a User nor any of its related parties or affiliates shall impede or delay any investigation or refuse to comply with a request for reasonable assistance.

19. Suspension, restriction, termination, and wind-down

• 19.1. Suspension, restriction or termination
• 19.1.1. RULES may, in its absolute discretion, suspend, restrict, or terminate a User's access to the Platform if the User:
• a) does not comply with this Market Rulebook;
• b) breaches the User Agreement (applicable to the Platform operations) or an Applicable Law or Regulation;
• c) refuses to acknowledge the Risk Disclosure or the Privacy Policy;
• d) is subject to a Default Event;
• e) carries on or has attempted or is attempting to carry on any Prohibited Activity, including but not limited to Financial Crime or Market Abuse;
• f) raises concerns about the security of their Account, or that their Account is being used in a fraudulent or unauthorized manner;
• g) attempts to circumvent RULES’ systems and controls;
• h) is or is likely to:
• i) become subject to litigation, a regulatory or enforcement action, or proceedings by a Competent Authority; or
• j) expose RULES to such risks of litigation, regulation or enforcement actions or proceedings and reputational risk;
• k) fails to meet or ceases to meet the eligibility criteria in Rule 0 or the continuing obligations in 3
• l) carries on any activity on the Platform in a manner that RULES deems, in its sole discretion, to be inconsistent with, or detrimental to, the operation and maintenance of a fair and orderly market on the Platform, or to pose a heightened risk of legal or regulatory non-compliance associated with the User's activity; or
• m) is the subject of a request by the FSC, or by a Competent Authority, or if suspension, restriction, or termination is required under Applicable Laws and Regulations.
• 19.1.2. RULES may exercise its powers under Rule 19.1 with immediate effect or on such notice as it deems reasonable or necessary in the circumstances.
• a) If RULES exercises its powers under Rule 19.1:
• b) may provide written reasons within seven (7) Business Days of such suspension, restriction, or termination; or
• c) on notice, it may provide reasons at the time of the relevant notice.
• 19.1.3. RULES shall terminate a User's access to the Platform permanently and immediately upon the termination of the User Agreement, as provided for under the User Agreement.
• 19.1.4. RULES will restore a User's access to the Platform or the User’s Account where such access has been suspended if RULES determines in its sole discretion that there is no longer a reason for such suspension.
• 19.1.5. Notwithstanding the termination of a User's access to the Platform under this Rule 19, a User shall continue to be bound by these Rules until the date on which a User’s transactions are settled and completed, and all outstanding Fees or other sums due by the User to RULES or another User have been settled.

• 19.2. Wind-down
• 19.2.1. RULES may in its absolute discretion decide to wind down the User's Account in accordance with Rule c) if:
• a) RULES exercises its powers under Rules 19.1 or 0; or
• b) a User requests to close the Account and RULES accepts the User's request.
• c) In the event RULES decides or agrees to wind-down an Account, RULES will:
• d) cancel all of the User's Open Orders;
• e) require the User to provide, within the time specified by RULES at its sole discretion, valid instructions to transfer the User's Assets from the Account to an appropriate (Fiat Currency or Virtual Asset) account held with a third-party; and
• f) deduct any outstanding Fees from the User's Assets before any transfer out of the User's Account, including any Fees which RULES may incur from effecting such Asset transfer.
• 19.2.2. If a User does not provide the details requested under Rule e) within the time specified by RULES, RULES may in its absolute discretion sell the Virtual Assets held in the User's Account at the prevailing price on the Platform, and transfer the sale proceeds and any of the User's Fiat Currency balance, less any Fees owed to or costs incurred by RULES, to the User's bank account using the User's banking details on file with RULES.

20. Sanctions

• 20.1. List of Sanctions
• 20.1.1. RULES may, in the interests of maintaining a fair and orderly market, and to prevent and deter Prohibited Activity, impose one or more of the following Sanctions on a User which it considers, in its absolute discretion, has committed a breach of a Rule:
• a) a written warning;
• b) a temporary suspension;
• c) publication of details of the offender and rule breach on the Website;
• d) requiring a legally enforceable undertaking from the User to RULES, under which the User is required to carry out specific activities;
• e) the issue of a cease and desist order, which may be published on the Website; and
• f) termination of the User's access to the Platform.

• 20.2. Imposition of Sanctions
• 20.2.1. When considering the Sanctions to be imposed on a User, RULES will have regard to the following factors:
• a) The nature and seriousness of the breach, including:
• b) Whether the Rule breached is of high importance to the running of an orderly market;
• c) Whether the breach was deliberate or reckless;
• d) Whether the User acted with a lack of integrity in the course of the breach or the subsequent investigation;
• e) The market impact of the breach on the orderliness of the market, including whether the integrity of the Platform is damaged;
• f) Whether proper standards of market conduct were disregarded;
• g) The duration and frequency of the breach;
• h) The amount of any benefit gained or loss avoided by the User as a result of the breach
• i) Whether the breach reveals systemic weakness in the User’s internal systems and controls relating to the User’s trading on the Platform (for legal persons); and
• j) Whether there are a number of breaches or acts, which individually may not justify Sanctions, but which do so when taken collectively;
• k) The conduct of the User before and after the breach, including:
• l) If the breach was not identified by RULES, how quickly, effectively, and completely the User brought the breach to the attention of RULES;
• m) The degree of cooperation the User showed during the investigation of the breach;
• n) Any remedial action taken by the User since the breach was identified (including taking disciplinary action against employees, agents or customers involved; addressing any systemic failures; and taking action designed to ensure that similar issues did not arise in the future); and
• o) The likelihood that the same type of breach will recur if no action is taken;
• p) The previous compliance record of the User, including:
• q) Whether RULES previously requested the User to take remedial action to rectify the same or similar issue;
• r) Whether the User has previously given undertakings to RULES that similar issues have been resolved and a particular behaviour has ceased;
• s) Whether RULES has previously invoked Sanctions against the User for the breach in question or similar breaches; and
• t) The general compliance history of the User;
• u) The likely deterrent effect on Users in general of the imposition of the Sanction; and
• v) Action taken by RULES in previous similar cases.
• 20.2.2. A User may appeal a Sanction by making a complaint in accordance with the Complaints Handling Policy.

21. Means of notification

• 21.1. Means of notification
• 21.1.1. Any communication given by RULES under this Market Rulebook, in the absence of any express agreement otherwise shall be:
• a) sent to a User:
• b) by way of a Notice sent through or published using the API or the Website;
• c) by email to a User's email address on record with RULES; and
• d) any other form of electronic communication as may be notified to Users from time to time; and
• e) deemed to be received at the time it is sent by RULES.
• 21.1.2. Any communication given by the User to RULES pursuant to this Market Rulebook (including those set out in Rule 4.1.1), and in the absence of any in writing agreement, shall be made using any of the means of communications made available to the User on the Platform, through the Website or the API, by email, or as directed, by RULES from time to time.
• 21.1.3. Any communication on the Platform between Users are monitored by RULES.

• 21.2. English language requirement
• 21.2.1. All communications between a User and RULES shall be in English and every document or information provided or required to be provided by a User to RULES, or provided by RULES to a User, must be in the English language.
• 21.2.2. RULES may accept documents in other languages upon its own discretion.

Part G - Miscellaneous

22. Fees

• 22.1. General
• 22.1.1. RULES may impose such fees and charges as it may, from time to time, determine and publish by Notice for access to the Platform and for transactions undertaken on the Platform.
• 22.1.2. A User shall pay to RULES all applicable subscriptions, charges, fees, and any other costs, including interests on any late payment due under this Market Rulebook, the User Agreement, or any Notice in the timeframe specified by RULES.
• 22.1.3. RULES may offset any and all debts owed to it by setting-off any owed amounts against the Fiat Currency to the credit of the User's Account or, if the User's Account does not have enough Fiat Currency to its credit to pay outstanding amounts, sell Virtual Assets held in the User's Account in satisfaction of such debt.
• 22.1.4. RULES will not charge any fees for canceling an Order.

• 22.2. Trading fees
• 22.2.1. Every Trade will be subject to a transaction fee. RULES will notify the User of the applicable trading fee:
• a) at the time of placing an Order, including any Maker Order and Taker Order; and
• b) in the Trade confirmation sent to the User after the Order in (a) is Filled.
• c) RULES may amend or vary its fees and charges from time to time and will provide reasonable advance notice to Users of any changes to any such fees or charges, or the imposition of any new fees or charges.
• 22.2.2. The fee is denominated in the Quote Asset of the Trade and is calculated as a percentage of the Order quantity. A fee is blocked in the User Account's available balance for the amount of the highest fee at the time of placement of the Order and once the Order is Filled, the fee will be deducted from User's available balance. If an Order is posted to the Order Book which results in a partial Maker Order and Taker Order, a maker fee applies to the portion Filled as a Maker Order and a Taker fee applies to the portion Filled as a Taker Order.

23. Taxes

• 23.1. A User is required to determine whether taxes, duties or deductions arise from its trading on the Platform. Users are liable for the payment of any applicable taxes, duties or deductions that arise from the User's trading on the Platform.

24. Amendment of this Market Rulebook

Schedule 1 – Glossary and interpretation

• 1.1. Interpretation
• 1.1.1. In this Market Rulebook and unless otherwise specified, references to:
• a. “User” are to persons who hold an Account for trading on the Platform and to whom RULES provides its Services pursuant to the User Agreement, and who have agreed to the User Agreement and for this Market Rulebook to be binding on them;
• b. “writing” includes any record capable of being published, whether or not in electronic form;
• c. a “person”, whether capitalized or not, shall include a natural person and a legal Person, or as the context otherwise requires;
• d. legislation, include such legislation as amended, extended, consolidated, substituted or re-enacted from time to time;
• e. “Rules”, “Sections”, “Chapters”, “Parts” and “Schedules” are to those found in this Market Rulebook;
• f. “including”, “include” and “not limited to” or any similar expression in any phrase shall be construed as illustrative only and shall not limit the words preceding that term;
• g. time are references to the standard time in Road Town, BVI;
• h. a “day”, “week”, “month”, “year” are to be construed by reference to the Gregorian calendar;
• i. an act or course of conduct shall include positive acts and omissions;
• j. terms importing the singular include the plural and vice versa;
• k. terms defined in the Applicable Laws and Regulations have the same meaning as in those Applicable Laws and Regulations.
• 1.1.2. The table of contents and the headings of chapters, schedules and rules are provided for ease of reference only and shall not affect the interpretation of this Market Rulebook.
• 1.1.3. Subject to any rights of review or appeal to a tribunal or the BVI Courts that may be prescribed in BVI legislation or FSC Rules, the decision of RULES shall be final in relation to the interpretation of these Rules.

1.2. Glossary