Terms & Agreements

Agreement of Use

This Agreement constitute a legally binding agreement between customers ("customer") and OTCN (OTCN) ("OTCN ") which is granted a Digital Assets Services Provider license (DASP), by the General Superintendency of Financial Entities of Costa Rica (Superintendencia General de Entidades Financieras).

The Agreement governs customers' use of the OTCN services made available to them on or through the Platform of OTCN or otherwise.

By registering for an OTCN Account, accessing the Platform and/or using the OTCN services, customers' agree that they have read, understood and accepted this Agreement, together with any additional documents or any other Agreement referred to in these Agreement. Customers acknowledge and agree that they will be bound by and will comply with this Agreement which may be updated and amended by OTCN.

Any customer who do not accept this Agreement in their entirety, should not register for an OTCN Account or access or use the Platform or any OTCN service.

  1. 1. Introduction

    1. 1.1

      About OTCN: OTCN is an online exchange for Digital Assets trading in Costa Rica. OTCN provides users with a trading platform for performing the services regulated in Article 19 of Digital Assets Law of Costa Rica ("DAL").

    2. 1.2

      The Agreement: By registering to open an OTCN account customers are entering into a legally binding agreement with OTCN. This Agreement will govern customers' use of the OTCN Services, how OTCN will provide the regulated digital asset services to customers, how this Agreement may be changed or terminated, dispute resolution mechanisms and more.

      Customers must read the Agreement, together with the documents referenced in the Agreement.

    3. 1.3

      Additional Documents: This Agreement refers to a number of additional documents which also apply to customers' use of the OTCN Services. This includes:

      • Privacy Notice, which sets out the Agreement on which OTCN processes any personal data it collects about customers, or that customers provide to OTCN. By using the OTCN Services, customers understand and agree to such processing and promise that all data provided by them is accurate and up to date.

      • Risk Warning, which sets out important information on the risks that can arise when buying, selling, holding or investing in Digital Assets via OTCN.

      • The Fee Structure page on the Website.

      • Product Terms, which set out additional Agreement and conditions that will apply to customers' use of specific OTCN Services.

        Customers acknowledge that they will be bound by, and agree that they will comply with, any relevant additional Agreement and conditions that apply to their use of the OTCN Services.

  2. 2. Eligibility

    1. 2.1

      Eligibility criteria: To be eligible to register for an OTCN Account and use the OTCN Services, customers must:

      • be an individual, corporation, legal person, entity or other organization with the full legal power, authority and capacity to access and use the OTCN Services; and to enter into and comply with the obligations under this Agreement;

      • be 18 years and older;

      • if acting as an employee or agent of a legal entity, and enter into this Agreement on their behalf, they must be duly authorized to act on behalf of and bind such legal entity for the purposes of entering into this Agreement;

      • not being previously suspended or removed from using OTCN Services in any other country;

      • not being a Restricted Person;

      • not being located, incorporated, otherwise established in, or resident of, or have business operations in:

        • a jurisdiction where it would be illegal under Applicable Law for them to access or use the OTCN Services, or cause OTCN or any third party to contravene any Applicable Law; or

        • a country listed in OTCN List of Prohibited Countries.

    2. 2.2

      Amending the eligibility criteria: OTCN may amend its eligibility criteria at any time in its sole discretion. In possible conditions, OTCN will give customers a notice in advance of the change. However, OTCN holds the advantage of making occasional changes when necessary without noticing customers in advance, provided that informing customers ass soon as possible after they are made.

      These changes may happen:

      • As a result of legal and/or regulatory changes in Costa Rica;

      • As a result of changes being made are in customers' interests; and/or

      • As a result of any other valid and legal reason.

  3. 3. Contacting with the customers

    1. 3.1

      How customers can contact with OTCN: For more information on OTCN, customers may refer to the information found on its Website. If customers have questions, feedback or complaints they can contact OTCN via the Customer Support team at www.OTCN.com

    2. 3.2

      How OTCN will contact customers: OTCN will contact its customers using the details they provide to the company. This may include contacting via email, SMS or telephone. It is customers' responsibility to ensure that their contact details are correct and up to date. In case of changes in contact details, customers must inform OTCN immediately. OTCN shall not be responsible if customers do not receive information, notices or other important information from the company.

  4. 4. OTCN Authorized Services

    1. 4.1

      Specific product terms: Customers who have opened an OTCN Account, shall be able to use the OTCN Services in accordance with this Agreement and the Product Agreement.

  5. 5. Chat Service

    1. 5.1

      Availability of Chat Service: OTCN provides an interactive online chat service available to customers ("Chat Service") at any time in connection with their use of any of the OTCN Services. By using the Chat Service, customers may interact with a bot, chatbot, or other non-human. OTCN is authorized to monitor and save the chat data with customers.

      Any personal data shared with OTCN when using the Chat Service will be subject to the applicable privacy-related policies and notices described in the Privacy Notice.

  6. 6. Fees and calculations

    1. 6.1

      Payment of fees: Customers agree to pay all applicable fees in connection with their use of the OTCN Services as set out on the Fee Structure page on the Website, or otherwise communicated to them in any relevant Product Terms.

      Customers authorize OTCN to deduct all applicable fees, commissions, interest, charges and other sums that they owe from your OTCN Account under this Agreement or any Product Agreement in accordance with the method of calculation set out on the Fee Structure page. If customers owe OTCN an amount in one Digital Asset and do not have sufficient assets in that Digital Asset, OTCN may deduct the sums owed in another Digital Asset to conclude the payment, at the rate currently offered on the Platform or at such other commercially reasonable rate to be determined. In case there are insufficient Digital Assets in customers' OTCN Account, customers shall acknowledge that any amount due and payable by them under this clause is a debt immediately due and owing by customers to OTCN in such amount and form (whether in the form of a Digital Asset or otherwise) as OTCN may determine, acting in a commercially reasonable manner.

    2. 6.2

      Amending the fees: OTCN may adjust the fees from time to time in accordance with clause 18.3 of this Agreement.

    3. 6.3

      Calculations: Any calculations made by OTCN in connection with the OTCN Services are final and binding on customers in the absence of Manifest Error. Calculations will be made in accordance with the stated methodology for the relevant OTCN Service in the good faith discretion.

  7. 7. Creating an OTCN Account

    1. 7.1

      Account opening: Customers must create and maintain an OTCN Account in order to access the OTCN Services and the Platform. This may be an OTCN Account for an individual user, or a Corporate OTCN Account where the user is a corporation, entity or other organization.

      All OTCN Accounts are provided at absolute discretion. OTCN reserves the right to refuse any application for an OTCN Account without reason or to limit the number of OTCN Accounts that customers may hold.

    2. 7.2

      Sole benefit: By opening an OTCN Account customers shall agree that:

      • in case of an individual user, they shall use their OTCN Account only for themselves, and not on behalf of any third party, unless they have obtained OTCN's prior consent to do so; and

      • in case of a corporate user, customers' Permitted Users shall use the Corporate OTCN Account only for corporate user's benefit, and not on behalf of any third party, unless OTCN's prior written consent has been obtained. Additionally, customers will not offer direct market access to the Platform to any other party, including through the use of a sub-account, unless and until such other party has completed identity verification deemed appropriate by OTCN and has separately onboarded onto the Platform. Any other party so verified shall be considered a "Permitted User" as that term is described herein. For avoidance of doubt, any entity or individual using a OTCN Sub-Account must be separately verified to be considered a "Permitted User" and to be permitted to use the OTCN Services.

        Customers are fully responsible for all activity that occurs under their OTCN Account.

    3. 7.3

      Identity verification: Customers will need to comply with the identity verification procedures before they are permitted to open an OTCN Account and access and use the OTCN Services, whether independently or through a third-party service, by providing OTCN with certain information about themselves and, where relevant, all of their Permitted Users. All information that customers provide must be complete, accurate, truthful and up to date.

      OTCN is fully authorized to make inquiries, whether directly or through third parties, that it considers necessary to verify customers' identity, and that of any Permitted Users, or protect customers and/or the Company against fraud, money laundering, terrorist financing or other financial crime, and to take any action considered as necessary based on the results of such inquiries.

      When OTCN carries out inquiries, customers shall acknowledge and understand that their personal data, and that of any Permitted Users, may be disclosed to identity verification, compliance data recordation, credit reference, fraud prevention, or financial crime agencies and that these agencies may respond to our inquiries in full.

      Costa Rica National Commission on Digital Assets, in its powers of surveillance, inspection and control of the activities of the DASPs and with the objective of ensuring effective compliance with the obligations of the same, may require any relevant information it deems necessary from OTCN, under the Article 40 of Digital Asset Service Providers Regulation. Thus, customers shall be fully aware that OTCN is authorized and under the obligation to give any data to the legal authorities of Costa Rica.

    4. 7.4

      Customer due diligence: Under the obligation of Costa Rica Digital Asset Service Providers Regulation, OTCN may require customers to comply with its enhanced due diligence procedures by submitting additional information about themselves, their business or their Permitted Users, providing additional records or documentation, or having face to face meetings with representatives of OTCN.

    5. 7.5

      Records: Customers' personal data shall be kept under record to enable their continued use of OTCN Services, for as long as it is required in order to fulfil the relevant purposes described in this Privacy Notice, and as may be required by Costa Rica laws.

    6. 7.6

      Sub-Accounts: At the discretion of OTCN, customers may create and access an OTCN Sub-Account. Each natural person associated with an OTCN Sub-Account is subject to the identity verification requirements set out in this clause 7. Only one natural person or corporate entity may be associated with a particular OTCN Sub-Account.

  8. 8. Information requests

    1. 8.1

      When OTCN requests information: OTCN may require information from customers at any time for the purposes of complying with Costa Rica laws, identity verification requirements, or in connection with the detection of money laundering, terrorist financing, fraud, or any other financial crime, or for any other valid reason. Customers agree to provide OTCN with any such information requested and permit OTCN to keep a record of the information for the lifetime of their OTCN Account as long as it is required to fulfil their intended purposes, or such other period as prescribed by Costa Rica laws.

    2. 8.2

      When customers provide information: Customers' access to their OTCN Account and the Transaction limits that apply to their use of the OTCN Services may be altered as a result of information collected about them on an ongoing basis. If there is a reasonable suspicion that any information provided by customers is wrong, untruthful, outdated, or incomplete, OTCN may send them a notice to request corrections, remove relevant information, or do such other things that it considers necessary to ensure that the information provided by customers is true and correct.

    3. 8.3

      If customers fail to provide any requested information: Customers must comply with any information request that is sent to them by OTCN. If they decline to provide the requested information, or otherwise do not comply in a timely manner, OTCN reserveS the right to suspend or terminate customers' access to your OTCN Account, or to all or part of the OTCN Services immediately, without notice.

  9. 9. Accessing to the OTCN Account

    1. 9.1

      Access: To access the OTCN Account customer or, where relevant, customers' Permitted Users, must have the necessary equipment (such as a computer or smartphone) and access to the internet. The OTCN Account can be accessed directly using the Platform or by such other mode of access (including APIs) as OTCN may prescribe. Customers are only permitted to access their OTCN Account by using the Access IDs they are provided or to their Permitted Users for such purposes. OTCN may require multi-factor authentication to keep OTCN Accountz safe and secure.

    2. 9.2

      Restricting access to third parties: Customers must ensure that any OTCN Account(s) registered under their name will not be used by any person other than themselves or, with respect to Corporate OTCN Accounts, their Permitted Users, other than in accordance with this Agreement.

  10. 10. Transactions

    1. 10.1

      Entering into Transactions: You may enter into Transactions directly with OTCN, or directly with other users, which may or may not be facilitated by OTCN.

      OTCN does not represent or warrant that any Transaction will be completed successfully or within a specific time period.

    2. 10.2

      Unauthorised Transactions: Customers are responsible for the control and use of their OTCN Account. As such, it will be assumed that customer, or a Permitted User, have authorized any Instruction sent from their OTCN Account unless OTCN is notified otherwise. OTCN shall not be responsible for any claim or losses resulting from a transaction executed as a result of an unauthorized instruction unless customers have notified OTCN in accordance with this clause and it is confirmed by internal investigation that the customer, or a Permitted User, have not authorized the instruction in any way, even by mistake, negligence, error or as a consequence of a fraud and it is proven that the unauthorized instruction is solely due to a technical issue attributable to OTCN.

    3. 10.3

      Retention of Transaction information: To facilitate compliance with Costa Rica law for data retention, customers agree to permit OTCN to keep a record of all transaction information for the lifetime of the OTCN Account as long as it is required to fulfil their intended purposes, or such other period as prescribed by Costa Rica law.

  11. 11. Material interests and conflicts

    1. 11.1

      Conflicts of interest: OTCN has established and maintained effective organizational and administrative arrangements with a view to taking all appropriate steps to identify and manage conflicts of interest between OTCN and its users and relevant third parties, so as to prevent conflicts of interest from adversely affecting the interests of the users. In cases where such organizational and administrative arrangements are not sufficient to ensure that the risks of damage to customers' interests will be prevented, we will inform you of the nature and/or sources of the relevant conflicts of interest and the steps taken to mitigate those risks in order to allow customers to make an informed decision as to whether to continue to transact with OTCN. OTCN reserves the right at all times to decline to act for you where it is not possible to manage a conflict of interest in any other way.

  12. 12. Transaction limits

    1. 12.1

      The Transaction limits: Customers' OTCN Account may be subject to a limit on:

      • the amount or volume of transactions they may undertake in connection with their OTCN Account; and/or

      • the amount or value of Fiat Currency or Digital Assets they may transfer into or out of their OTCN Account,

        in each case in a given period (e.g. daily). Any applicable limits are shown in your OTCN Account.

    2. 12.2

      Changes to your Transaction limits: OTCN reserves the right to change any transaction limit that applies to customers' OTCN Account at any time at absolute discretion of OTCN. It may also be possible for customers to request a change in their limits. Any change will be made in absolute discretion of OTCN and will be subject to any further conditions that OTCN deems necessary.

  13. 13. Listed Digital Assets

    1. 13.1

      Listed Digital Assets: The OTCN Services are only available in connection with listed Digital Assets, which may change from time to time. A list of the listed Digital Assets is published on the website. OTCN may remove or suspend one or more Digital Assets from the list and will use reasonable commercial efforts to notify customers in advance, meaning that customers will no longer be able to access such Digital Assets as part of the OTCN Services and will only be permitted to withdraw the Digital Assets from their OTCN Account. If Digital Assets that are no longer listed Digital Assets remain in customers' OTCN Account beyond a specified period notified to them, OTCN may in its reasonable discretion convert such Digital Assets into a different type of Digital Asset that is a stablecoin. OTCN shall notify customers in advance of any conversion.

    2. 13.2

      Forks: OTCN may temporarily suspend any OTCN Services in relation to a particular Digital Asset while it is determined whether or not to support a fork. OTCN is not under any obligation to support a Fork of a Digital Asset that customers hold in OTCN Accounts.

      It shall be acknowledged that OTCN has no control over, nor does it have the ability to influence, the creation or implementation of a fork.

    3. 13.3

      Forks and Airdrops: OTCN makes no promises, guarantees or warranties on the outcome of or support for potential or proposed forks, forked Digital Assets or airdrops.

    4. 13.4

      Backed Digital Assets: OTCN may support Digital Assets that purport to be backed by or otherwise tied or pegged in value to another asset, including without limitation Digital Assets, Fiat Currency or commodities such as silver or gold ("Backed Digital Assets"). Customers shall acknowledge and agree that (a) they have read, understood and accepted all of the Agreement and conditions and risks associated with each particular Backed Digital Asset before entering into any transaction relating to that Backed Digital Asset and (b) OTCN does not and will not in any circumstances have any no obligation whatsoever to purchase, repurchase or effect or facilitate the redemption of customers' Backed Digital Assets. OTCN reserves the right to change, suspend, or discontinue any service in relation to any Backed Digital Asset at any time in its sole discretion.

  14. 14. Account security

    1. 14.1

      OTCN's responsibility: Under Article 25 of Costa Rica Digital Asset Service Providers Regulation, cybersecurity responsibilities of OTCN shall remain.

    2. 14.2

      Customers' responsibility: Customers are responsible for taking appropriate action to protect their hardware and data from viruses and malicious software, and any inappropriate material. Except as provided by Costa Rica law, customers are responsible for backing up and maintaining duplicate copies of any information they store or transfer through the OTCN Services.

    3. 14.3

      Security measures: At all times, customers and any Permitted Users shall maintain adequate security and control of all of their account access IDs. Customers are responsible for taking the necessary security measures (or ensuring that your Permitted Users take such measures) to protect their OTCN Account and to keep their Access ID secure, including by, creating a strong password and maintaining security and control of their IDs; keeping the email account and telephone number provided to us up to date in order to receive any notices or alerts; not allowing remote access or sharing their computer and/or computer screen with someone else when they are logged on to their OTCN Account; remembering that under no circumstances OTCN will ask customers' passwords or 2-factor authentication codes; and logging out from the sites or the Platform at the end of each visit.

      Customer must notify OTCN immediately if they have knowledge or have reason for suspecting that the security of their email account, or that of a Permitted User, has been compromised or if there has been any unauthorised use of their or any Permitted User's Email Account.

  15. 15. Amendments in Agreement

    1. 15.1

      How and when OTCN can make changes: OTCN can make changes to this Agreement at any time and customers continued use of the OTCN Services constitutes their consent to such changes. Changes to these Agreement will be published on the website and may also be notified to users separately by email, through the app or by such other means as OTCN determines in its discretion. Under the related articles of Costa Rica Digital Asset Service Providers Regulation, customer protection responsibilities of OTCN shall remain.

      Any amendment to the Agreement will come into effect after the changes have been notified to users.

    2. 15.2

      Changes to fees: OTCN may also amend the fees set out in the fee structure page on the Website, which includes introducing new fees and/or charges. Customers' continued access to or use of the OTCN Services will be deemed acceptance of the updated Terms.

  16. 16. Closing the OTCN Account

    1. 16.1

      Customers' right to close their OTCN Account: Customers may terminate their OTCN Account at any time by following the account termination procedures. Customers will not be charged for terminating their OTCN Account, although they will be required to pay any outstanding amounts owed to OTCN.

      In certain cases, customers may not be allowed to close their OTCN Account, including where:

      • there is an investigation by relevant authorities;

      • they have a pending transaction or an open claim;

      • their OTCN Account has any outstanding amounts owed to OTCN; or

      • their OTCN Account is subject to a freeze, hold, limitation or reserve.

    After their OTCN Account is closed, customers will be required to withdraw all Digital Assets held in their OTCN Account. In the event that they fail to withdraw their Digital Assets, or if they have not accessed their OTCN Account for a continuous period of 90 days, OTCN will send them notice of the intention to treat their account as dormant.

    If customers do not respond to the notice within 30 days, OTCN may:

    • consider their OTCN Account as a dormant account;

    • convert the Digital Assets to a different type of Digital Asset.

    • adjust your dormant account such that you will receive a contractual claim on the quantity and type of Digital Assets, which were held on your OTCN Account before being converted into a dormant account;

    • charge a dormant account fee which may be to cover the cost of maintaining the Digital Assets with any OTCN affiliate or any third party, with such fee to be withdrawn directly from the dormant account on a monthly basis; and

    • close a dormant account at any time.

    Customers must acknowledge that OTCN will be under no obligation to pay any reward, incentive or interest which it might otherwise have agreed to pay.

  17. 17. Termination, suspension, holds and restrictions of services

    1. 17.1

      OTCN's right: OTCN may at any time modify or discontinue, temporarily or permanently, any portion or feature of the OTCN Services.

      In particular, OTCN may: (1) refuse to complete or block, cancel, or, where permitted by Costa Rica Law, reverse any transaction customers have authorized; (2) terminate, suspend, or restrict customers' access to any or all of the OTCN Services; (3) terminate, suspend, close, hold or restrict customers' access to any or all of their OTCN Account(s); (4) refuse to transmit information or instructions to third parties (including but not limited to third-party wallet operators); and/or (5) take whatever action considered necessary, in each case with immediate effect and for any reason including, but not limited to where:

      • customers are not, or are no longer, eligible to use one or more OTCN Services;

      • OTCN reasonably suspects that:

        • the person logged into the OTCN Account is not the account holders themselves, or OTCN suspects that the OTCN Account has been or will be used for any illegal, fraudulent, or unauthorized purposes;

        • the person logged into the Corporate OTCN Account is not a Permitted User, or OTCN suspects that the Corporate OTCN Account has been or will be used for any illegal, fraudulent, or unauthorized purposes;

        • more than one natural person has access to and/or transacts using the same OTCN Account, or OTCN suspects that OTCN Account has been or will be used for any illegal, fraudulent, or unauthorized purposes;

        • information provided by the customer is wrong, untruthful, outdated, or incomplete;

      • OTCN has reasonable concerns in relation to the customers' creditworthiness or financial status, including:

        • in the event that customer is an individual, he/she becomes bankrupt, of unsound mind, commit an act of bankruptcy, or has action to place themselves in bankruptcy commenced against them;

        • in the event that they are acting on behalf of a partnership, any of the partners die or become bankrupt or of unsound mind, commit an act of bankruptcy, or have action to place any of the partners in bankruptcy commenced, or if action is commenced to dissolve and/or alter the partners or the constitutions of the partnership;

        • in the event that customers are acting on behalf of a corporation, the corporation is unable to pay its debts as and when they are due, or action is commenced to place the corporation in insolvency, judicial management, receivership, administrative management, or any similar or analogous proceedings;

        • customers convene a meeting of their creditors or propose or make any compromise or arrangement with or any assignment for the benefit of their creditors;

      • OTCN reasonably considers that it is required to do so by Costa Rica law, or any court or authority to which this Agreement is subject in any jurisdiction;

      • OTCN has determined or suspect:

        • that customers have breached this Agreement;

        • that customers have breached any express or implied warranties in this Agreement, or any representations they have made;

        • that any transaction is unauthorized, erroneous, fraudulent, or unlawful or this Agreement has determined or suspects that customers OTCN Account or the OTCN Services are being used in a fraudulent, unauthorized, or unlawful manner;

        • there is any occurrence of money laundering, terrorist financing, fraud or any other crime in connection with customers OTCN Account or their use of the OTCN Services;

      • the use of their OTCN Account is subject to any pending, ongoing or threatened litigation, investigation, or judicial, governmental or regulatory proceedings and/or this OTCN perceives a heightened risk of legal or regulatory non-compliance associated with customers' OTCN Account activity;

      • customers owe unsatisfied amounts to OTCN, whether due to a chargeback or on any other basis;

      • any email communication to their email account is returned as undeliverable;

      • an issue has arisen with the verification of their identity;

      • customers have taken any action that may circumvent OTCN 'S controls such as opening multiple OTCN Accounts without written consent or abusing promotions which OTCN may offer; or

      • there is any other valid reason which means OTCN needS to do so.

    OTCN will take reasonable steps to provide customers with appropriate notice. However, there might be times when OTCN are required not to do so by Costa Rica law.

    1. 17.2

      Customers' acknowledgement: Customers acknowledge and agree that:

      • the examples set out in clause 17.1 above of when OTCN might take action to terminate, suspend, close or restrict customers' access to their OTCN Account and/or the OTCN Services is a non-exhaustive list; and

      • OTCN's decision to take certain actions, including, without limitations, to terminate, suspend, or restrict customers' access to their OTCN Account or the OTCN Services, may be based on confidential criteria that are essential to company's risk management and security protocols.

    2. 17.3

      What happens when OTCN exercises its right: Where OTCN terminates, suspends, holds or restricts customers' access to one or more OTCN Services:

      • if customers have instructions, trades, positions or Transactions that are open, they may be closed by themselves, or by OTCN, depending on the circumstances of the termination, suspension, hold, restriction or other action OTCN takes;

      • any chargeback resulting from the use of customers' OTCN Account or OTCN Services may result in an immediate suspension and/or restriction of their OTCN Account and OTCN Services;

      • to reactivate suspended and/or restricted OTCN Account or OTCN Services, they may be required to reimburse OTCN for the full value of the chargeback, including any amounts that are owing to OTCN including any applicable fees; and

      • customers are liable for any credited amounts in case of a chargeback, and they authorise and grant OTCN the right to deduct costs and fees directly from any assets in their OTCN Account without notice.

    3. 17.4

      Unlawful possession: If OTCN is informed and reasonably believe that any Digital Assets or Fiat Currencies held in customers' OTCN Account are stolen or otherwise are not lawfully possessed by the customers (whether by error or otherwise), OTCN may, but have no obligation to, place a hold on the affected funds and the related OTCN Account. Where OTCN places a hold on some or all of any Digital Assets or Fiat Currencies held in customers' OTCN Account, or on their entire OTCN Account, OTCN may continue such hold until such time as evidence, acceptable to OTCN, proves that customers are entitled to possession of the Digital Assets and/or Fiat Currency held in their OTCN Account. OTCN will not get involved in any dispute, or the resolution of the dispute, relating to any Digital Assets and/or Fiat Currency held in their OTCN Account.

    4. 17.5

      Access to OTCN Services in other jurisdictions: Residents of some countries may only be able to access some, but not all, OTCN Services. OTCN may change the OTCN Services that are available to the customers from time to time.

  18. 18.

    Data Recording: Customers agree that OTCN may record any communications, electronic, by telephone, over video call, or otherwise, that OTCN has with customers in relation to this Agreement, and that any recordings that OTCN keeps will constitute evidence of the communications between customers and OTCN. Customers agree that telephone conversations and video calls may be recorded so that OTCN can respond to inquiries, ensure compliance with applicable laws, improve our services and provide customer support.

  19. 19. Prohibited use

    By opening an OTCN Account or carrying out any Transaction, and without prejudice to any other restriction or limitation set out in this Agreement, customers agree that they and any Permitted User will not:

    1. 19.1

      breach this Agreement or any agreement entered into pursuant to, or in connection with this Agreement.

    2. 19.2

      use OTCN Services for resale or commercial purposes, including transactions on behalf of other persons or entities, unless expressly agreed by OTCN in writing;

    3. 19.3

      use the OTCN Services for anything which, in OTCN's sole opinion, is conduct designed to control or artificially affect the price of any Digital Asset (market manipulation) including, without limitation, pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering regardless of whether prohibited by Costa Rica law;

    4. 19.4

      engage in fraudulent activities, or cause OTCN to suspect that you or any Permitted User have engaged in fraudulent activities and/or transactions;

    5. 19.5

      use OTCN Services to conduct or participate in lotteries; gambling activities; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; or games of chance;

    6. 19.6

      (1) receive, or attempt to receive, funds from both OTCN and another user for the same transaction during the course of a claim; (2) conduct their business or use the OTCN Services in a manner that results in, or may result in, complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties, or other liability to OTCN, other users, third parties, or themselves; and (3) allow their OTCN Account to have a negative value or quantity of digital assets;

    7. 19.7

      provide false, inaccurate or misleading information in connection with their use of the OTCN Services, in communications with OTCN, or otherwise connected with this Agreement;

    8. 19.8

      (1) use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of the platform, or replicate or bypass the navigational structure or presentation of OTCN Services in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided through OTCN Services; (2) attempt to access any part or function of the Platform without authorization, or connect to OTCN Services or any of our servers or any other systems or networks of any OTCN Services provided through the platform by hacking, password mining or any other unlawful or prohibited means; (3) probe, scan or test the vulnerabilities of OTCN Services or any network connected to the platform, or violate any security or authentication measures on OTCN Services or any network connected to OTCN S ervices; (4) reverse look-up, track or seek to track any information of any other users or visitors of OTCN Services; (5) take any actions that impose an unreasonable or disproportionately large load on the infrastructure of systems or networks of OTCN Services or OTCN, or the infrastructure of any systems or networks connected to OTCN Services; (6) use any devices, software or routine programs to interfere with the normal operation of OTCN Services or any transactions on OTCN Services, or any other person's use of OTCN Services; or (7) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to us;

    9. 19.9

      modify or adapt the whole or any part of the platform or combine or incorporate the Platform into another programme or application;

    10. 19.10

      disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code underlying concepts, ideas and algorithms of the platform or any components thereof;

    11. 19.11

      modify, replicate, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any copyright statement or label, or licence, sub-licence, sell, mirror, design, rent, lease, private label, grant security interests in OTCN's intellectual properties, or create derivative works or otherwise take advantage of any part of the OTCN's intellectual properties;

    12. 19.12

      facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or information in connection with the OTCN Services;

    13. 19.13

      (1) use an anonymizing proxy; (2) use any temporary, disposable, self-destructive, or similar email address when opening a OTCN Account and/or using the OTCN Services; (3) use any device, software, or routine to bypass OTCN's robot exclusion headers, or interfere or attempt to interfere with our Sites or the OTCN S ervices; and (4) take any action that may cause us to lose any of the services from our internet service providers, or other suppliers;

    14. 19.14

      create, or purport to create, any security over your Fiat Currency or Digital Assets held in any of their OTCN Account without prior written consent;

    15. 19.15

      violate, or attempt to violate, (1) any Costa Rica Law; or (2) OTCN's or any third party's copyright, patent, trademark, trade secret, or other intellectual property rights, or rights of publicity or privacy; and/or

    16. 19.16

      access, use, or attempted to access or use, OTCN Services directly or indirectly with (1) jurisdictions OTCN has deemed high risk, including but not limited to, Cuba, Iran, North Korea, Syria, Crimea region or (2) persons OTCN has deemed high risk, including but not limited to, individuals or entities named as a restricted person or party on any list maintained by the United States of America., United Kingdom, European Union or United Nations, including the sanctions lists maintained by the U.S. Office of Foreign Assets Control or the Denied Persons List or Entity List maintained by the U.S. Department of Commerce.

  20. 20. Representations and warranties

    Customers hereby represent and warrant to OTCN, at all times, the following:

    1. 20.1

      all documents and information they provide are true, accurate, complete, and up to date in all respects, and may be relied upon in determining whether or not they are eligible to access the platform or to use the OTCN Services;

    2. 20.2

      all decisions made in connection with this Agreement were solely and exclusively based on their own judgement and after their own independent appraisal of their financial resources, ability and willingness to take relevant risks and financial objectives;

    3. 20.3

      customers have full power, authority, and capacity to (1) access and use the Platform and/or the OTCN Services; and (2) enter into and deliver, and perform their obligations under this Agreement and any agreement entered into pursuant to, or in connection with, this Agreement;

    4. 20.4

      if customers are a corporation, partner in a partnership, or trustee of a trust:

      • the corporation, partnership or trust has and will be operated in a way that is compliant with Costa Rica law and any partnership or trust deeds (or other like documents);

      • customers will notify OTCN immediately if there is any change, by way of resignation, removal, appointment or death, of any of the directors, partners, trustees, settlor(s) or ultimate beneficial owners or any person authorized to operate their OTCN Account; and

      • customers will inform OTCN immediately if the corporation, partnership, or trust is dissolved either on a voluntary or involuntary basis;

    5. 20.5

      all consents, permissions, authorizations, approvals and agreements of third parties and all authorizations, approvals, permissions, consents, registrations, declarations, filings with any Regulatory Authority, governmental department, commission, agency or other organization having jurisdiction over customers which are necessary or desirable for them to obtain in order to (1) access and use the platform and/or the OTCN Services; and (2) enter into and deliver, and perform the transactions contemplated under this Agreement and any agreement entered into pursuant to, or in connection with, this Agreement, have been unconditionally obtained in writing, disclosed to OTCN in writing, and have not been withdrawn or amended;

    6. 20.6

      this Agreement and any agreement entered into pursuant to, or in connection with, this Agreement constitutes valid and legally binding obligations, enforceable against customers in accordance with their respective terms;

  21. 21. Technology disclaimers

    1. 21.1

      No representation or warranty: OTCN Services and any information provided on the website and the platform, including Chat Services, are provided on an "as is" and "as available" basis without any representation or warranty, whether express or implied, to the maximum extent permitted by Costa Rica law. Specifically, OTCN disclaims any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. OTCN does not make any representations or warranties that access to the website, the platform, any of the OTCN Account(s), OTCN Services, or any of the materials contained therein, will be continuous, uninterrupted, timely or error-free. This could result in the inability to trade on the Platform for a period of time and may also lead to time delays.

      OTCN's responsibility to operate in the best interest of the customers shall remain.

    2. 21.2

      Suspension of access: OTCN may, from time to time, suspend access to customers' OTCN Account and/or the OTCN Services, for both scheduled and emergency maintenance. OTCN will make reasonable efforts to ensure that transactions on the platform are processed in a timely manner, but OTCN makes no representations or warranties regarding the amount of time needed to complete processing, which is dependent upon many factors outside of control.

    3. 21.3

      Content: Although OTCN makes reasonable efforts to update the information on the website and the platform, OTCN makes no representations, warranties or guarantees, whether express or implied, that the content on the website and the platform, including information in relation to the OTCN Services, is accurate, complete or up to date.

    4. 21.4

      Third-party websites: Links to third-party websites (including, without limitation, content, materials, and/or information in the third-party websites) may be provided as a convenience but they are not controlled by OTCN. Customers acknowledge and agree that OTCN is not responsible for any aspect of the content, materials, information or services contained in any third-party websites accessible or linked from the platform or the website.

    5. 21.5

      Network Access and Compatibility: Customers are responsible for obtaining the data network access necessary to use the OTCN Services. Customers are responsible for acquiring and updating compatible hardware or devices necessary to access and use the OTCN Services and website and any updates thereto. OTCN does not guarantee that the OTCN Services, or any portion thereof, will function on any particular hardware or devices. The OTCN Services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.

  22. 22. Indemnity

    1. 22.1

      Third-party claims: Customers hereby undertake and agree to indemnify OTCN and hold OTCN harmless upon demand from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third-party, governmental authority, or industry body, and all claims, liabilities, damages (actual and consequential), losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation), costs, and expenses, including without limitation all interest, penalties and legal and other reasonable attorneys' fees and other professional costs and expenses ("Losses"), arising out of or in any way connected with:

      • customers' access to or use of their OTCN Account and/or the OTCN Services;

      • customers' breach or alleged breach of this Agreement or their contravention of any other clause or sub-clause of this Agreement;

      • customers' contravention of any Costa Rica law; and

      • customers' violation of the rights of any third party.

    2. 22.2

      Release: Customers hereby irrevocably and unconditionally agree to release OTCN from any and all claims and demands (and waive any rights you may have against OTCN now or in future in relation to any losses they may suffer or incur), arising directly or indirectly out of or in connection with any dispute that they have with any other user or other third party in connection with the OTCN Services (including any Digital Asset transactions) or the subject matter of this Agreement.

  23. 23. Liability

    1. 23.1

      Our Liability: OTCN will not have any responsibility or liability for any loss suffered by customers or any third party, except to the extent that such loss arises solely and directly as a result of the gross negligence, willful misconduct, actual fraud or material and continuing breach of obligation under this Agreement by OTCN. Without prejudice to the foregoing and notwithstanding any other clause in this Agreement, in no event will the liability of OTCN in aggregate exceed the amount of fees paid by customers to OTCN in the 12 month period immediately before the event giving rise to the loss. Such sum shall be paid by OTCN to customers in full and final settlement and satisfaction of OTCN's entire liability for any and all losses and claims, howsoever arising, from the relevant events. Customers acknowledge and agree that OTCN is not aware of any special circumstances pertaining to them, and that damages are an adequate remedy and that they shall not be entitled to any other claims or remedies at law or in equity, including but not limited to, any claim in rem, injunction, and/or specific performance.

    2. 23.2

      Limitations on liability: Notwithstanding any other clause in this Agreement, customers hereby acknowledge and agree that in no event will OTCN shall be responsible or liable to them or any other person or entity for:

      • any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs, whether arising out of or in connection with the OTCN Services or otherwise, including but not limited to:

        • any risk identified in the Risk Warning, as updated from time to time;

        • the operation of the protocols underlying any Digital Asset, their functionality, security, or availability;

        • whether backed Digital Assets hold their value as against any asset, or if the issuer of the backed Digital Asset holds sufficient reserves in relation to any backed Digital Asset;

        • any action or inaction in accordance with this Agreement;

        • any inaccuracy, defect or omission of Digital Assets price data, any error or delay in the transmission of such data, and interruption in any such data;

        • regular or unscheduled maintenance we carry out including any service interruption and change resulting from such maintenance;

        • the theft of a device enabled to access and use OTCN Services;

        • other users' actions, omissions or breaches of this Agreement, and any damage caused by actions of any other third parties;

        • (1) for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect customers' computers or other equipments, or any phishing, spoofing, or other attack; (2) in the event that customers'hardware fails, is damaged or destroyed or any records or data stored on customers' hardware are corrupted or lost for any reason; or (3) for customers' use of the internet to connect to the OTCN Services or any technical problems, system failures, malfunctions, communication line failures, high internet traffic or demand, related issues, security breaches or any similar technical problems or defects experienced;

        • OTCN's decision to reject customers' applications to open a OTCN Account(s);

        • any termination, suspension, hold or restriction of access to any OTCN Account or OTCN Services, including customers' inability to withdraw Digital Assets, issue instructions or enter into transactions during the period of any suspension, hold or restriction, in accordance with this Agreement;

        • any Transaction limits applied to customers' OTCN Account;

        • any election by OTCN to support or not support Digital Assets;

        • OTCN being unable to contact customers using the contact information they provided;

        • OTCN closing a dormant account;

        • the failure of a transaction or the length of time needed to complete any transaction;

        • OTCN's refusal or delay in acting upon any instruction;

        • any breach of security of customers' email account or a security breach;

        • losses suffered by customers as a result of third party action, including third party fraud or scams that involve OTCN only as the recipient of their Fiat Currency or Digital Assets, and/or the conversion of Fiat Currency to Digital Assets;

        • losses suffered by customers as a result of the transfer of Digital Assets away from the platform at their request;

        • any losses arising or in connection with new offerings of Digital Assets, initial coin offerings (ICOs), or the decision to list or not list Digital Assets on the Platform;

        • a Network Event, a Fork or an Airdrop;

        • the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the OTCN Services or for delays or omissions of the OTCN services, or for the failure of any connection or communication service to provide or maintain your access to the OTCN Services, or for any interruption in or disruption of your access or any erroneous communications between companies, regardless of cause; and

        • any transactions, instructions, or operations effected by customers or purported to be effected by customers through their email account or OTCN Account;

      • any loss of business, profits, anticipated savings or opportunities, or any special, punitive, aggravated, incidental, indirect or consequential losses or damages, whether arising out of or in connection with websites, the platform, customers' OTCN Account, the OTCN Services, this Agreement, and/or any agreement entered into pursuant to, or in connection with, this Agreement or otherwise;

      • any losses or damages customers may incur due to extreme market volatility and/or as a result of any cancellation/amendment of any transactions, howsoever arising, whether direct or indirect, special or consequential, including, but not limited to, loss of profit and loss of opportunity even if OTCN was aware of the possibility of such loss or damage arising or if such loss or damage was reasonably foreseeable; and/or

      • any losses forming part of a Claim that has not been commenced by way of formal legal action within one calendar year of the commencement of matters giving rise to the claim. Customers agree and acknowledge that this clause varies any limitation period otherwise applicable by law, and that if Costa Rica law prohibits this, this clause will be read as a limitation period of the minimum enforceable length. Without prejudice to the generality of the foregoing, customers' attention is also drawn to the related clause agreeing that claims shall be resolved exclusively by way of binding arbitration.

    3. 23.3

      Damage or interruption: OTCN is not liable for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms, or other malware that may affect customers' computer or other equipment, or any phishing, spoofing, or other attack. OTCN advises the regular use of a reputable and readily available virus screening and prevention software. Customers should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from OTCN. Customers and, where relevant, their Permitted Users are responsible for all login credentials, including usernames and passwords and must keep security details safe at all times.

    4. 23.4

      Fiat Currency: For the avoidance of doubt, any balance on customers' OTCN Accounts displayed and denominated in a Fiat Currency shall not be taken to mean that OTCN directly holds Fiat Currency, nor does it mean that OTCN receives, holds, or releases any Fiat Currency or engages in deposit taking, remittance or similar activity in respect of Fiat Currency.

    RESOLVING DISPUTES: For the avoidance of doubt, nothing in this section will deprive customers of any mandatory legal right from which they benefit under applicable law.

  24. 24. Notice of Claim and Dispute Resolution Period

    1. 24.1

      Customers are kindly invited to contact OTCN first if they have any concerns with the services. OTCN wants to address customer concerns without resorting to formal legal proceedings, if possible. The parties agree to negotiate in good faith to resolve the dispute (which discussions shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding).

    2. 24.2

      In the event the dispute cannot be resolved satisfactorily, and customer wish to assert a claim against OTCN, then you agree to set forth the basis of such claim in writing in a "Notice of Claim," as a form of prior notice to OTCN. The Notice of Claim must (1) describe the nature and basis of the claim or dispute, (2) set forth the specific relief sought, (3) provide the original ticket number, and (4) include custody account email. The Notice of Claim should be submitted to the following web address: otcn.com/help After you have provided the Notice of Claim to OTCN, the dispute referenced in the Notice of Claim may be submitted by either OTCN or you to arbitration in accordance with the below clause (Agreement to Arbitrate).

    3. 24.3

      For the avoidance of doubt, the submission of a dispute to OTCN for resolution internally and the delivery of a Notice of Claim to OTCN are prerequisites to commencement of an arbitration proceeding (or any other legal proceeding).

    4. 24.4

      During the arbitration, the amount of any settlement offer made by customer or OTCN shall not be disclosed to the arbitrator.

  25. 25. Agreement to Arbitrate

    1. 25.1

      All disputes arising out of or relating to this Agreement shall be finally settled by arbitration before the ISTAC in accordance with the Istanbul Arbitration Center (ISTAC) Series Arbitration Rules. The language of the arbitration shall be English. The seat of arbitration shall be Istanbul, Turkey. Turkish law shall apply to the merits of the dispute.

    2. 25.2

      The dispute shall be resolved by a single arbitrator appointed by the ISTAC Court. The parties may seek injunctive relief under the ISTAC Emergency Arbitration Rules if necessary.

    3. 25.3

      Notice: if OTCN commences arbitration against customer, OTCN will give them notice at the email address or mailing address they have provided. Customers agree that any notice sent to this email or mailing address shall be deemed effective for all purposes, including without limitation to determinations of the adequacy of service. It is your obligation to ensure that the email address and/or mailing address on file with OTCN is up-to-date and accurate.

  26. 26. Confidentiality

    1. 26.1

      The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, the existence or content of the Claim, all documents and information provided or exchanged in connection with the arbitration, and any submissions, orders or awards made in the arbitration shall be kept confidential and no party shall disclose any of the foregoing to any third party except the tribunal, the ISTAC, the parties, their counsels, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other persons necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose such confidential information:

      • if the written consent of the other party is obtained;

      • to the extent required by applicable law or by the regulations of any regulatory or supervisory authority of competent jurisdiction to which the party is or may become subject to or pursuant to any order of court or other competent authority or tribunal of competent jurisdiction;

      • in connection with the commencement, pursuit or defence by a party of any bona fide legal proceedings to enforce or challenge any award rendered in the arbitration; and

      • to the extent that the relevant confidential information is in the public domain otherwise than by breach of this agreement.

    This term of confidentiality in this clause shall survive termination of these Agreement and conclusion or stay of any arbitration brought pursuant to these Terms.

  27. 27. Class action waiver

    You and OTCN agree that any Claims shall be brought against OTCN in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You further agree to waive any right for such Claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of OTCN.

Related documents