Metrofino OTC Desk Trading Agreement

This Over-the-Counter (OTC) Desk Trading Agreement ("Agreement") is entered into by and between Metrofino ("Company") and you, the customer ("Customer"), collectively referred to as the "Parties".

In addition to this document, please review our Terms of Service and Privacy Policy.

1. Agreement to Terms

The Customer agrees to engage in OTC trading with the Company under the terms outlined herein, including any appendices or schedules attached hereto, which are incorporated by reference.

2. Conditions of Use

By using the OTC platform, the Customer agrees to the following conditions: a. The Customer affirms that they are using the Company’s platform for their own personal use only, without being under the control or direction of any other person. b. The Customer warrants that they are the true and rightful owner of the cryptocurrency addresses used in transactions with the Company. c. The Customer ensures that they are not using the Company’s platform to purchase cryptocurrency in violation of any applicable federal, state, or local laws or regulations. d. The Customer acknowledges that all executed cryptocurrency transactions are final and irreversible. e. The Customer agrees that the Company is not liable for any loss or damage incurred in connection with the use of Metrofino’s OTC platform. f. The Customer is responsible for their own record-keeping and for understanding the tax consequences of transactions conducted through the Company.

3. Compliance with AML Guidelines

In using the Company’s platform, the Customer agrees to comply with all applicable Anti-Money Laundering (AML) guidelines and regulations. As part of our commitment to preventing money laundering and terrorist financing, the Company reserves the right to request additional information from the Customer to verify their identity and assess transactional behavior. · Information Request: The Customer acknowledges and agrees that the Company may, at its discretion, request information to verify the Customer’s identity, source of funds, or for any other reason related to compliance with AML guidelines. · Account Approval: The submission and verification of this information are prerequisites for account creation. The Company reserves the right to deny, approve, limit, or terminate accounts based on an assessment of the information provided by the Customer, in adherence to KYC/AML rules. · Use of Information: Any information collected from the Customer will be used solely for the purpose of compliance with legal and regulatory requirements. The Company is dedicated to ensuring the confidentiality and security of Customer data, using it only as required by law and not for any unrelated purposes.

4. Fees and Trade Execution

The Customer agrees to the charging of transaction fees by the Company for use of its services. The specific fee structure will be disclosed at the time of the transaction. Trades should be executed as follows: a. The Customer may submit requests to buy or sell digital assets via the Company's OTC desk. b. Upon receipt of a trade request, the Company will provide a quote for the cryptocurrency transaction, which the Customer must accept within a specified timeframe. c. Upon acceptance, the Company and the Customer will settle the trade in accordance with the settlement terms specified herein.

5. Settlement Terms

The settlement of transactions will be conducted as follows: a. If purchasing cryptocurrency, the Customer will deliver payment to the Company by the agreed-upon deadline. The Customer agrees and acknowledges that for any and all payments from the Customer to the Company, the name on the originating account must match exactly the Customer name as provided by Customer to the Company and if it does not, the Company reserves the right to reject the payment. b. Conversely, if selling cryptocurrency, the Customer will transfer the specified cryptocurrency to the Company’s designated wallet. The Customer agrees and acknowledges that they will only use wallet addresses that are privately owned and controlled by the Customer for all transactions with the Company, both sending to and receiving from and if they do not, the Company reserves the right to reject the payment. c. As soon as payment is received, the Company will send the requested asset to the Customer.

6. Events of Default and Remedies

An Event of Default occurs if the Customer: a. Fails to make any payment or deliver any cryptocurrency as required under the terms of a completed trade by the specified delivery time. b. Makes any representation or warranty that is false or misleading in any material respect at the time made or becomes false or misleading at any time thereafter. c. Violates any material term of this Agreement or any related agreement with the Company. In the event of a Default: a. The Company may cancel any or all pending transactions with the Customer. d. The Company has the right to set off any amounts owed by the Customer against any amounts owed to the Customer by the Company. e. The Company may terminate this Agreement immediately without notice. f. The Company reserves the right to take any additional or alternative remedies permitted by law or equity.

7. Scam Warning

Don’t be a victim of crypto scammers! Protect yourself and let’s protect one another. It is likely a scam if you're directed to Metrofino by anyone demanding payment in crypto, such as purported government agencies (e.g., IRS), attorneys, law enforcement, or through requests from employers, romantic interests you haven't met in person, or individuals asking you to use their wallet or contact details for transactions. ALL TRANSACTIONS ARE IRREVERSIBLE; FUNDS SENT TO THE WRONG ACCOUNT CANNOT BE RECOVERED BY METROFINO. Always use your own cryptocurrency wallet for transactions and double-check the address. Stay vigilant and buy responsibly.

8. Representations and Warranties

Both Parties represent and warrant that they have the authority to enter into this Agreement, that they will comply with all applicable laws and regulations in their trading activities, and that all information provided to the other Party will be accurate and complete. Each Party affirms ownership of the cryptocurrencies and wallets involved in the transactions.

9. Confidentiality

Both Parties agree to maintain the confidentiality of the trading terms, transactions, and any information exchanged during the execution of this Agreement, except as required by law or regulatory authorities.

10. Disclaimer

The Company provides OTC trading services "as is" and makes no warranties regarding the performance or reliability of its trading platform. The Customer acknowledges the risks associated with digital asset trading, including market volatility and regulatory uncertainty.

11. Limitation of Liability

The Company's liability under this Agreement shall be limited to direct damages and shall not exceed the value of the trade in dispute. In no event shall the Company be liable for indirect, incidental, or consequential damages.

12. Dispute Resolution

Any disputes arising under this Agreement will be resolved through arbitration in accordance with the rules of Michigan, whose decision shall be final and binding.

13. Amendment and Termination

This Agreement may be amended only by written agreement of both Parties. Either Party may terminate this Agreement upon written notice to the other Party.

14. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings, both written and oral.

15. Customer Acknowledgement

By Completing the Individual/Entity Application, the Customer acknowledges that they have read, understood, and agreed to the terms of this Agreement, including the Terms of Service and Privacy Policy.