OTC Services Agreement

Over the Counter Services Agreement (the “OTC Agreement”)

Your agreement with Rain consists of the OTC Agreement and the Client Agreement , and is entered into on [Date].

Between:

[Name of the Company], a company registered under the laws of [country of incorporation], with registration number [license number], located at [registered address], (below) (Client, you); and 

Rain Mena FZE, a company registered under the laws of [country of incorporation], with registration number [license number], located at [registered address] Rain Mena FZE is regulated by the Virtual Assets Regulatory Authority (“VARA”) in the Emirate of Dubai for the provision of certain Virtual Asset services.(Rain, us, our), 

each a Party and together the Parties. 

The OTC Agreement and the Client  Agreement govern your use of the OTC Desk provided by Rain. 

The OTC Agreement is subject to and must be read in conjunction with the Client Agreement, which includes disclosures, risk warnings, classification criteria, and regulatory acknowledgements required under applicable law, including compliance with the rules and regulations of VARA.

The OTC Agreement between the Client and Rain takes effect the date on which the Client signs the Signing Page (below).

<u>Terms and Conditions</u>

• Acceptance of Agreement and its Modifications

You have read, understood and accepted all of the provisions of the OTC Agreement. The OTC Agreement may be amended or modified only by a written instrument executed by each Parties. 

• Definitions and interpretation.

• Any capitalised term not defined in the OTC Agreement has the meaning given to them in the Client Agreement.
• In the event of any inconsistency between the terms of the OTC Agreement and the Client Agreement, the terms of the Client Agreement will prevail.
• Eligibility and Classification
  • Your use of the OTC Desk is subject to the Client “Classification” and “Eligibility” criteria determined by Rain from time to time as set out in the Client Agreement, which may include additional successful verifications pursuant to our AML Procedures, your Client history and your trading volumes at Rain. The OTC Desk is further subject to risk tolerances and limits imposed by Rain from time to time, as well as verification and fraud monitoring or detection tools (Risk Controls), which may dictate your eligibility criteria to use the OTC Desk. The Risk Controls may be general or specific to you and may dictate the minimum trade amounts prescribed for any or all the Virtual Assets made available by Rain from time to time.
  • Rain reserves the right to refuse or discontinue offering the OTC Desk services to you if this eligibility criteria is not met by the Client at any time.
  • If you are not a natural person, you further agree to the following terms:
  • you must ensure that you only permit your Authorised Users to access and use the OTC Desk. Rain reserves the right to request information from time to time on the identity and authority of all such Authorised Users and their experience and suitability to access the OTC Desk;
  • you shall ensure that your Authorised Users are adequately trained and have the appropriate skills, experience and knowledge to access and use the OTC Desk. You shall bear all responsibility for training your Authorised Users to ensure that they comply with the terms of the OTC Agreement and Client Agreement at all times;
  • you warrant and represent that you have implemented, and shall maintain, appropriate policies and procedures to ensure that you can monitor and supervise your Authorised Users’ access to and use of the OTC Desk; and
  • you acknowledge and agree that you will be bound by and solely responsible for any actions or omissions of your Authorised Users arising out of their respective access to and use of the OTC Desk and with your compliance with the terms of the OTC Agreement and Client Agreement.
• Price Quotes
  • You agree that the OTC Agreement governs all submissions of requests for price quotes by you to buy and/or sell Virtual Assets on Rain’s OTC Desk.
  • You acknowledge and agree that Rain shall determine the prices in its sole discretion. Rain’s quoted prices are inclusive of the source price and internal margin determined solely by Rain. Rain may further communicate to you other applicable fees using any of its available communication channels.
  • Rain endeavours to provide price quotes with an approximate validity of up to ten (10) seconds. You acknowledge that, in practice, the applicable validity period of a quote may be shorter or longer than this ten-second standard depending on (i) the liquidity provider's prevailing quote refresh cycle, (ii) the volatility of the relevant Virtual Asset at the time of quoting, and (iii) the size and characteristics of the requested Order. Where the applicable validity period differs materially from the ten-second standard, Rain will indicate this to you at the time of quoting.
  • You acknowledge that the prices Rain provides you are solely for your internal use of the OTC Desk.
  • Manifest Error Policy. A "Manifest Error" means any error in a price quoted by Rain or in a trade confirmation, where the error is obvious, palpable or apparent on its face, including (without limitation) any price that materially deviates from the prevailing market price of the relevant Virtual Asset by more than a reasonable threshold determined by Rain (typically expressed as a percentage of the prevailing market price), any error caused by a misquote, system fault, data feed error, or human typing error, or any obviously erroneous price published in clearly anomalous market conditions. Where a Manifest Error has occurred, Rain may, in its sole discretion (acting reasonably and in good faith) and without liability, (i) refuse to act on the affected price quote or Order, (ii) void or cancel the affected trade and reverse any related transfers of Virtual Assets or Fiat Currency, or (iii) re-execute the trade at a corrected price representing the Virtual Asset’s prevailing market price at the relevant time. Rain shall promptly notify you of any Manifest Error invoked under this clause.
  • Dispute Resolution Methodology for Pricing Errors. Without prejudice to Rain’s general complaints procedure, the following methodology applies to any dispute concerning a price, a trade confirmation, or a suspected Manifest Error: (a) Notification - you must notify Rain in writing (via the OTC Telegram channel or otc@rain.com) of any objection within twenty-four (24) hours of trade execution, failing which the trade as recorded in the Telegram exchange (read with the OTC trade log) is deemed accepted; (b) Initial review - the OTC trader and OTC Treasury Manager review the trade record (Telegram archive, internal trade log and corresponding settlement record) and the prevailing market price at the relevant time, sourced from at least two independent reference venues, within five (5) business days of notification; (c) Determination - the Global Head of OTC, together with the Head of Compliance, makes a written determination on whether a Manifest Error occurred, whether the trade should be voided, corrected or upheld, and any remedial action (refund, repricing, or re-execution); (d) Escalation - if you are not satisfied with the determination, you may escalate the matter via Rain’s general complaints procedure for further consideration by Senior Management, and final determinations remain subject to the dispute resolution and governing law provisions in the Client Agreement; (e) Records - each pricing dispute, the related determination and any remedial action are logged in Rain’s compliance records and retained in accordance with applicable law.
• Negotiation and Execution
  • The OTC Desk is provided through the use of instant message conversations and other methods of communications used by Rain to receive your requests for quotes, request responses whether to confirm, decline or notify you of the expiry of a price quote, confirmations to execute trades, alongside notification of sends and receipts of the relevant Virtual Asset or Fiat Currency. Rain may also use such instant messaging tools to provide you with notifications from time to time pertaining to its OTC Desk.
  • Your confirmation of a valid price constitutes a binding Order (including Virtual Asset, quantity, price, and any fees) and a confirmation by you to Rain to deduct the relevant Virtual Asset or Fiat Currency from your Account to fulfill that Order. You agree that Rain may, in its sole and absolute discretion, accept statements similar or analogous to the following as your instruction to agree to the terms of an Order: “confirmed”, “agreed”, “done,” “I buy,” “bought,” “I sell,” or “sold”. You agree that Rain has the right, but not the obligation, to act on Instructions received if it suspects or deems that it does not originate from you or otherwise appears suspicious. Rain may, in some cases, and at its sole discretion, require secondary electronic, verbal, written or other confirmation before acting.
  • Rain shall have the right to cancel a price quote prior to confirmation by you at its sole discretion.
  • Rain endeavors to use reasonable efforts to fulfill a confirmed Order. In the event that an Order or part thereof is not capable of being fulfilled (e.g. as result of low liquidity in the market or defaults by exchanges or liquidity providers beyond our control), then Rain will refund to you your purchase price or, where possible, inform you of the extent that such an Order can be fulfilled. You may then choose to place an alternative order or accept the refund.
  • Trade Cancellation Framework. After a price quote has been confirmed and the Order has been booked, the trade is final and binding except in the following circumstances, in which Rain may, in its sole discretion (acting reasonably), cancel, reverse or correct an executed trade: (a) a Manifest Error has occurred (clause 4.5); (b) the trade was executed in breach of applicable law or regulation, including any sanctions, AML/CFT or VARA regulatory requirement; (c) the trade was executed despite a system fault, an outage of an underlying liquidity provider, or a failure in trade booking, settlement or archiving infrastructure that affected the integrity of the trade; (d) the trade was executed on the basis of an instruction that Rain reasonably suspects was unauthorised, fraudulent or impersonated, in line with clause 5.2; (e) any of the non-fulfilment, refund or alternative-order provisions in clause 5.4 apply; or (f) Rain is required to do so by VARA, by a court or competent authority, or under any applicable law or regulation. Where Rain exercises any cancellation, reversal or correction right under this clause, Rain shall (i) promptly notify you of the action taken and the reason, (ii) take all reasonable steps to restore the position of the parties to that immediately prior to the affected trade, including restoring transferred Virtual Assets or Fiat Currency to the relevant Account, and (iii) where applicable, propose to re-execute the trade on corrected terms. Rain shall not be liable for any loss of profit or consequential loss arising from a cancellation, reversal or correction made in accordance with this clause
  • Electronic Communications and Trade Confirmations. You agree that the OTC Desk operates through electronic communications, principally the dedicated client OTC Telegram group, and that:
    • (a) the exchange of messages within the dedicated client OTC Telegram group by which a price is quoted and confirmed constitutes a binding trade confirmation between you and Rain, on the terms set out in those messages (including the Virtual Asset, side, quantity and price);
    • (b) such Telegram messages, screenshots of those messages, and the corresponding entries in Rain's OTC trade log and settlement records, together constitute a complete and binding record of the trade;
    • (c) you will not dispute the validity, binding effect or admissibility of such records in any dispute or legal proceedings on the basis that they are electronic, are not originals, are produced by computer, or are not in writing; and
    • (d) the electronic records maintained by Rain shall, save in the case of a Manifest Error (as defined in clause 4.5), constitute conclusive evidence of the trade and its terms.

This clause is without prejudice to the Manifest Error Policy (clause 4.5), the Dispute Resolution Methodology (clause 4.6) and the Trade Cancellation Framework (clause 5.5), and operates together with Clause 30 (Records) of the Client Agreement and Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services.

• Pre­-Funded Trading
  • By signing this OTC Agreement, you agree that you must deposit with Rain the full amount of relevant Virtual Assets and/or Fiat Currency for an Order to be valid.
  • Settlement and reflection of an Order in your Account shall ordinarily occur on a T+0 or T+1 basis from confirmation of the Order by you. In exceptional circumstances (including, without limitation, traditional fiat banking rail delays, SWIFT processing times, cross-border intermediary bank delays, weekends or public holidays affecting fiat payment rails, sanctions or AML re-screening hits, or settlement delays caused by third-party liquidity providers), settlement may extend up to a maximum of seventy-two (72) hours. For the avoidance of doubt, the 72-hour outer limit applies solely to fiat settlement; settlement of Virtual Assets ordinarily occurs on-chain on a T+0 basis once funds clearance is confirmed.
  • For the avoidance of doubt, and in respect of any extension of fiat settlement beyond T+1 up to the seventy-two (72) hour outer limit:
    • (a) Determination of the extension. An extension may apply automatically where settlement beyond T+1 is required as a result of any of the exceptional circumstances described above (such as banking-rail, SWIFT, correspondent-bank, public-holiday, or screening delays) and is not subject to unilateral election by Rain. Where Rain becomes aware that settlement will extend beyond T+1, Rain will notify you of the delay, the reason for it, and the expected revised settlement time, via the OTC Telegram channel or email, as soon as reasonably practicable.
    • (b) Client consent. Because settlement is pre-funded and the trade economics are fixed at the point of execution, a delay in the mechanical completion of fiat settlement within the seventy-two (72) hour window does not require your further consent. Your acceptance of this settlement framework, including the possibility of an extension within the seventy-two (72) hour window in the exceptional circumstances described, is given through your agreement to these terms. This does not limit your rights under the Dispute Resolution Methodology (clause 4.6) or Rain's complaints procedure.
    • (c) Binding nature of the trade. An extension of the settlement period does not affect the validity or binding nature of the trade. The trade remains final and binding from the point of confirmation, subject only to the Manifest Error Policy (clause 4.5) and the Trade Cancellation Framework (clause 5.5).
    • (d) No interest accrual. No interest accrues to either party in respect of any Fiat Currency or Virtual Asset during a settlement extension within the seventy-two (72) hour window. Neither party is entitled to compensation for the time value of money over the settlement period.
    • (e) No change to price or price risk. The price and all economic terms of the trade are fixed at the point of execution and do not change during any settlement extension. Because the trade is pre-funded and priced at execution, you are not exposed to any change in the agreed execution price or quantities as a result of the settlement extension; the assets and price are already determined and locked at execution. Market movements during the settlement period do not alter the agreed price or the quantities to be delivered.
    • (f) Persistent delay. Where fiat settlement cannot be completed within the seventy-two (72) hour outer limit, Rain will treat the matter as a settlement incident, notify you, and manage it under clause 5.4 (non-fulfilment, refund or alternative-order provisions) and Rain's complaints procedure, and, where the materiality threshold is met, report it in accordance with the VARA Rulebooks.
  • You shall not withdraw, attempt to withdraw, transfer, alienate or provide a lien or charge to any third party on any Virtual Asset or Fiat Currency held by Rain to satisfy your obligation under any Order.
• Risk Disclosure
  • The Risks Warnings in the Client Agreement that apply to trading in Virtual Assets apply equally to the OTC Desk services.
  • You accept the risks associated with Virtual Assets may be commensurate to the value of your OTC Orders. You should be prepared to lose the full value of your investment when trading the Virtual Assets under the Agreement. You fully acknowledge the risks associated with trading Virtual Assets and bear sole responsibility for such risks and are satisfied that you possess the required knowledge and experience to manage these risks.
  • You accept the risk of the OTC Desk not being available to you in response to Rain’s eligibility criteria or its risk controls.
• Conflicts of Interest

1. Rain may trade at the same markets or with the same exchanges or partners that also help facilitate the OTC Desk. Such trades are conducted subject to their trading rules and may be subject to our analysis of market trends. Any information Rain receives from you will be used for the performance of our services to you and in accordance with our Privacy Notice, and will not be used to make investment decisions at Rain.

• Confidentiality

1. Either Party regards the information it receives from the other Party as confidential and shall take all action reasonably necessary to secure the disclosing Party’s confidential information against theft, loss or unauthorised disclosure. Orders are confidential.
2. Rain may disclose the information regarding your Orders to its Affiliates, professional advisors, and regulatory or governmental bodies as required to provide or improve the OTC Desk,  investigate any service related incident, or conduct audits. Rain may disclose information about your Orders where required to do so by operation of law or regulation.

• Data Protection

1. Personal Data that you provide to Rain will be processed in accordance with Rain’s Privacy Notice, which is available on Rain’s website and complies with the UAE Federal Decree Law No. 45 of 2021 on the Protection of Personal Data (the “PDPL”) and other applicable laws and regulations.
2. You may be required to provide certain Personal Data as part of Rain’s evaluation of your eligibility to access or transact through the OTC Desk.
3. Please note that by using the OTC Desk, you may disclose certain Personal Data via third-party instant messaging platforms used to facilitate OTC Desk transactions. This may include, but is not limited to, your name, device location, and any Personal Data you voluntarily provide in your messages. Such data is subject to the privacy policies and data handling practices of the respective third-party messaging service providers, which may be governed by laws outside the UAE and may not offer the same level of protection as the PDPL.
4. Rain may implement API integrations that synchronize such communications with its internal systems for compliance, monitoring, and record-keeping purposes.
5. If Rain receives a request relating to your Personal Data, it will be handled in accordance with the PDPL and Rain’s internal data protection procedures, subject to any regulatory or legal retention obligations. For more information about how your Personal Data is processed and your data protection rights, please refer to Rain’s Privacy Notice (a link to which is available online at the bottom of our home page).

• Suspension or Termination of your Account

1. The terms within the Client Agreement governing suspension, termination and/or cancellation of your Account shall also apply to the suspension, termination and/or cancellation of your access to the OTC Desk.
2. Any suspension or termination of your Account shall lead to the automatic suspension or termination of your access to the OTC Desk.
3. You may terminate the Client Agreement upon giving us written notice. Termination shall be subject to our right to offset any balances for any Orders being executed. Termination of the OTC Agreement may not automatically terminate your Account.

• Offsetting Balances

1. You acknowledge and agree that in the event of Account suspension, termination or cancellation, Rain has the right to offset any negative balances in your Account against any and all debts owed to Rain by buying or selling your Virtual Assets as necessary.
2. You agree that Rain has the right to withdraw any amount in Fiat Currency or Virtual Assets that you receive in error.

• General Terms

1. You agree that the terms of the Client Agreement are binding on you. This includes, without limitation, those governing errors, your Account receipts, prohibited use, disclaimers, limitation of liability, assignment, no interest, entire agreement, severability, survival, relationship of parties, notice, governing law and jurisdiction.
2. You acknowledge and agree that Rain will not be exercising discretionary trading authority on your behalf or providing any advisory services to you.

Any complaints can be sent to the OTC desk if the OTC desk is not responsive please follow our complaints policy available on our website here  https://www.rain.com/en-ae/legal/complaints-policy.

• Notices and Communications

Any notices required or permitted by this agreement shall be in writing and will be deemed given when delivered, so addressed, by hand, or overnight delivery service. Notices received after 4PM on a business day in the United Arab Emirates shall be considered received on the following business day. 

Rain

To Rain Mena FZE:

Per registered mail:

[address of delivery] 

Per email: legal@rain.com

The Client: 

To [Client]:

[Address of delivery]

[Email Address]

Either party may update its address for notice by providing written notice to the other party in accordance with this section. 

On behalf of Rain Mena FZE,

Name: Title: Date of signature:

Received and acknowledged on behalf of [the Client],

Name: Title: Date of signature: 

Annexure 1

Use of Telegram Messenger Application and Two-Factor Authentication

The Rain OTC Desk uses the Telegram Messenger for our chat function. It is a cloud-based mobile and desktop messaging application that focuses on security and speed. 

Rain has set up our API bot that syncs your messages through Telegram directly with the members of the Rain OTC Desk in our dedicated internal Slack channel. This provides a gateway for you to have seamless coverage of your OTC Desk requests, according to the working hours of the Rain OTC Desk, no matter where you are based.

Two-step verification, also known as two-factor authentication (2FA), is an additional layer of security. This works by requiring an additional confirmation of your identity. This extra authentication option is in-built within the Telegram Messenger application.

For enhanced security on transacting with the Rain OTC Desk and to complete the onboarding process, Rain mandates that two-factor authentication (2FA) must be set up on Telegram within your profile settings. This provides greater assurances to the OTC Desk that you, the Account owner, is the one actually looking to conduct this transaction, and not someone impersonating you. In addition to the two-factor authentication requirements set out above, all use of the Telegram Messenger Application in connection with the OTC Desk is subject to Rain's OTC Telegram Usage Policy (as updated from time to time), which sets out, among other matters, client eligibility criteria for Telegram group participation, administrator rights and monitoring protocols, chat archiving, retention and error-handling procedures, trade request and quote workflows, quote validity monitoring, the legal enforceability of trade confirmations, reconciliation controls, escalation procedures, and monitoring for prohibited conduct. The Client confirms that it has read and will comply with the OTC Telegram Usage Policy.

To setup Telegram 2FA:

• Download Telegram here.
• Go to the menu button in the top-left corner. Click Settings > Privacy and Security.
• Go to the Passcode Lock and enable.
• Set up and confirm your 4-digit pin. In addition, enable ‘Unlock with Fingerprint’.
• Set Auto-lock to ‘in 5 minutes’.
• In addition, set your password for two-step verification. Include your hint and recovery email.
• Confirm the 6-digit code sent to your recovery email address.