Terms of Service

Master Purchase and Sale Agreement for Digital Assets and Foreign Exchange

This MASTER PURCHASE AND SALE AGREEMENT FOR DIGITAL ASSETS AND FOREIGN EXCHANGE (this “Agreement”) governs the access to and use of the services, platforms, interfaces, APIs, execution channels, and related functionality made available by Hop Innovations, Inc., a Delaware corporation (“Hop Innovations”), and, where applicable, one or more of its Affiliates acting in connection with this Agreement, any Transaction, or any related services, support, operational, technological, compliance, settlement, or other activities (collectively, “Hop,” “we,” “us,” or “our”), by the entity accepting this Agreement (“Counterparty”).

This Agreement becomes effective on the date the Counterparty accepts it by clicking to agree, checking a box indicating acceptance, electronically submitting onboarding information referencing this Agreement, or otherwise electronically assenting to this Agreement in a manner permitted by Hop (the “Effective Date”). Hop and Counterparty are referred to individually as a “Party” and together as the “Parties”.

Recitals

WHEREAS Hop Innovations is engaged in the bilateral purchase and sale of digital assets and foreign exchange on a principal basis for its own account.

WHEREAS Counterparty desires to enter into purchase or sale transactions in digital assets and/or foreign exchange with Hop on a principal-to-principal basis (each such trade, a “Transaction”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Sale and Purchase of Digital Assets and Foreign Exchange

1. Execution

a. Prefunding

Hop may require Counterparty to transfer digital assets or fiat currency to Hop in advance of entering into a Transaction to address the present, future, actual, contingent, or prospective obligations of Counterparty (such transferred assets or funds, “Prefunded Assets”). Counterparty acknowledges and agrees that upon transfer, all right, title, and interest in and to the Prefunded Assets shall pass to Hop.

The Prefunded Assets shall constitute an unsecured obligation owed by Hop to Counterparty. Accordingly: (i) the Prefunded Assets are not held by Hop for or on behalf of Counterparty (whether in a segregated account or otherwise); (ii) Hop may use the Prefunded Assets as its own property; and (iii) in the event of Hop’s insolvency, Counterparty shall have only an unsecured claim for repayment of an amount equivalent to the value of the Prefunded Assets, subject to any rights of set-off or netting available to Hop under this Agreement or applicable law.

Counterparty may request the return of some or all Prefunded Assets by providing written notice to Hop. Hop shall return such Prefunded Assets after determining that in Hop’s reasonable opinion, the aggregate value of Prefunded Assets exceeds the amount necessary to cover Counterparty’s obligations to Hop.

b. Trade Request

Following satisfaction of any applicable Prefunding requirements, Counterparty may request that Hop enter into a Transaction (“Trade Request”) by electronic means (including chat, messaging systems, application programming interfaces, or proprietary execution systems maintained by Hop) or by any other means of communication mutually agreed by the Parties. Upon receipt of a Trade Request, Hop may accept or reject such Trade Request in its discretion or may propose modified terms. Acceptance of a Trade Request does not obligate Hop to enter into any Transaction unless and until the Parties agree on all material economic terms.

c. Binding Transaction

Once Hop and Counterparty have agreed to the material terms of a Transaction, including the asset or currency pair, the notional amount, and the applicable price or exchange rate, the Trade Request shall constitute a binding Transaction for both Parties.

d. Settlement

Each Transaction shall be settled in accordance with the Settlement Annex or such other settlement terms as the Parties may agree in writing.

e. Confirmation

Hop will provide a confirmation (“Confirmation”) setting forth the final legally binding terms of a Transaction. Counterparty shall review each Confirmation promptly and notify Hop of any errors or omissions within one (1) hour of receipt. If no error or omission is reported within such period, the Confirmation shall be deemed correct. Failure by Hop to issue a Confirmation shall not affect the validity of any Transaction.

f. Authorized Traders

Hop may rely on any communication provided by any person that Hop reasonably believes is authorized by Counterparty, whether or not such person has actual authority, and Counterparty agrees to be bound by such communications.

g. Liquidity and Market Conditions

Counterparty acknowledges that Hop does not guarantee the availability of liquidity, pricing, or execution capacity at any time, and that market conditions may affect pricing, execution, or settlement.

h. Conflicts

Hop is not the Counterparty’s fiduciary, agent, broker, or advisor. Hop may engage in transactions with other counterparties, manage its own risk, and hold or trade positions that may not align with the objectives of the Counterparty. Hop’s trading or hedging activities may affect market prices or liquidity.

i. Manifest Error

If, after execution of a Transaction, Hop determines that the Transaction contained a manifest error, Hop may cancel such Transaction, whereupon neither Party shall have any obligation to the other in respect of such Transaction. “Manifest Error” means an error that Hop reasonably believes to be obvious or palpable, including quotations for exaggerated quantities or at manifestly incorrect prices.

Representations, Warranties and Acknowledgements

2. Representations and Warranties

Each Party represents and warrants to the other, as of the date hereof and as of the date of each Transaction, that:

1. a. it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has full power and authority to enter into and perform this Agreement and any Transaction;
2. b. each person or system acting on its behalf in connection with this Agreement or any Transaction, including through electronic means, APIs, or automated trading systems, is duly authorized to do so, and all Transactions entered into by such persons or systems shall be binding on it;
3. c. this Agreement and each Transaction constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms;
4. d. the execution and performance of this Agreement and the consummation of any Transaction do not violate any applicable law or any material agreement to which it is a party;
5. e. it is acting as principal for its own account and not for the account of any other person, and neither Party shall be deemed a client or customer of the other;
6. f. it has not relied on the other Party for any tax, accounting, legal, or investment advice and has made its own determinations with respect thereto;
7. g. neither it nor any of its direct or indirect owners, controlling persons, officers, or directors appears on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (“OFAC”), nor is subject to Applicable Sanctions;
8. h. it is not a Foreign Shell Bank and does not transact with or on behalf of a Foreign Shell Bank;
9. i. it does not reside in, operate from, or route funds through any FATF High-Risk Jurisdiction;
10. j. it is not engaged in, and no Transaction will involve, any Prohibited Business;
11. k. all assets delivered under this Agreement have been acquired in compliance with all applicable anti-money laundering, counter-terrorist financing, and sanctions laws;
12. l. it has full authority and control over the accounts, wallets, and settlement instructions used in connection with Transactions and has full right, power, and authority to transfer, deliver, and settle the relevant assets therefrom;
13. m. all assets delivered by it under this Agreement are owned by it or transferred with full right and authority, free and clear of any lien, security interest, claim, or encumbrance, and are not subject to any restriction on transfer;
14. n. it is in material compliance with all applicable laws and has not engaged in market manipulation or other unlawful trading practices;
15. o. it is not acting as an exchange, broker, dealer acting on behalf of the other Party, custodian, fiduciary, agent, advisor, or trustee of the other Party, and no such relationship is created by this Agreement, any Transaction, any course of dealing, or any communication between the Parties;
16. p. it is an eligible contract participant where required under applicable law;
17. q. it is solely responsible for its independent decision to enter into any Transaction and for evaluating and bearing all risks associated therewith, including market volatility, liquidity conditions, operational risk, and risks arising from electronic trading, systems, connectivity, latency, or third-party infrastructure; and
18. r. it is not insolvent and is able to pay its debts as they become due. No bankruptcy, insolvency, receivership, administration, or similar proceeding has been commenced or is threatened against it.

3. Hop Activities

Hop represents that it engages in Transactions solely on a proprietary basis for its own account.

4. Agents

If Counterparty acts through an agent, such agent represents and warrants that it is duly authorized to bind Counterparty.

Default

5. Events of Default

An “Event of Default” occurs with respect to a Party upon the occurrence of any of the following:

1. a. Failure to Settle: Failure to settle any Transaction when due, including failure to make any payment or delivery of any asset in respect of any Transaction;
2. b. Breach of Obligation: Failure by such Party to comply with any material obligation or breach by such Party of any representation or warranty under this Agreement or any Transaction;
3. c. Insolvency: Insolvency or bankruptcy of such Party, including if such Party:
   1. (i) becomes insolvent or admits in writing its inability to pay its debts as they become due;
   2. (ii) makes an assignment for the benefit of creditors; or
   3. (iii) becomes subject to any bankruptcy, receivership, reorganization, administration, or similar proceeding, whether voluntary or involuntary;
4. d. Illegality: Illegality, where performance of any obligation under this Agreement or any Transaction becomes unlawful for such Party.

6. Remedies

Upon the occurrence of an Event of Default with respect to a Party (the “Defaulting Party”), the other Party (the “Non-Defaulting Party”) may terminate or close out one or more Transactions, determine losses, costs, or gains in good faith using commercially reasonable procedures, and exercise any rights of set-off or netting available under this Agreement or applicable law.

In determining any amounts payable, the Non-Defaulting Party may consider relevant market data, quotations from third parties, internal pricing sources, valuation models, and costs incurred in terminating, replacing, or hedging Transactions.

All payment and delivery obligations under this Agreement and any Transaction are absolute and unconditional and shall not be subject to set-off, counterclaim, suspension, or defense, except as expressly provided in this Agreement, including this Section 6, Section 8, and the Settlement Annex.

Any settlement obligations, deadlines, charges, and close-out mechanics set forth in the Settlement Annex shall survive termination of this Agreement and apply notwithstanding any dispute.

Single Agreement; Netting

7. Single Agreement

This Agreement and all Transactions entered into hereunder constitute a single agreement between the Parties.

8. Netting

Upon the occurrence of an Event of Default with respect to a Party or upon termination of this Agreement for any reason, the Non-Defaulting Party may net all obligations under this Agreement and all Transactions and determine a single net amount payable between the Parties. Any net amount determined to be payable by the Defaulting Party shall be immediately due and payable.

Confidentiality and Disclosure

9. Confidentiality

Each Party shall maintain the confidentiality of non-public information disclosed in connection with this Agreement, subject to customary exceptions and regulatory disclosures. These obligations survive termination.

10. Regulatory and Permitted Disclosures

Hop may disclose information relating to this Agreement, any Transaction, or Counterparty as required by law or to regulators, affiliates, service providers, liquidity providers, custodians, auditors, or professional advisers, on a confidential and need-to-know basis.

11. Publicity

Neither Party may use the other Party’s name or trademarks without prior written consent.

12. Data

Hop is the sole owner of, and retains all right, title, and interest in, any pricing data, quotes, indicative prices, exchange rates, reference rates, order book data, market data, analytics, or other information provided or made available by Hop in connection with this Agreement, including through any application programming interface, electronic trading system, or other communication channel (collectively, “Data”), together with all intellectual property and proprietary rights therein.

Counterparty may use Data solely for the purpose of evaluating and entering into Transactions with Hop. Counterparty shall not, and shall not permit any third party to:

1. a. copy, reproduce, retransmit, redistribute, or otherwise make available any Data;
2. b. use Data to train models, derive benchmarks, reference rates, or pricing indices, or to support proprietary or third-party trading strategies; or
3. c. disclose Data to any person other than its employees or agents who have a need to know for purposes of this Agreement.

Data constitutes Confidential Information under this Agreement. Notwithstanding the foregoing, Counterparty may disclose Data on an anonymized basis solely as necessary to facilitate Transactions or to comply with applicable law.

Limitation of Liability; Indemnity

13. Limitation of Liability

Hop shall have no liability:

1. (i) for any action taken or omitted or for any loss or injury resulting from its actions or performance or non-performance of its duties hereunder in the absence of gross negligence, fraud, recklessness or willful misconduct on its part;
2. (ii) for acting in accordance with or relying upon instructions from Counterparty (except to the extent Hop’s conduct in complying with such instructions constitutes gross negligence, fraud, recklessness or willful misconduct);
3. (iii) for any act or omission (including insolvency) or delay of any third party, including any bank, digital wallet provider, blockchain network, settlement system, trading venue, or any of their agents or subcontractors;
4. (iv) for any interruption or delays of service, system failure, or errors in the design or functioning of any electronic system, force majeure or other act of God; or
5. (v) for any consequential, indirect, incidental, or any similar damages (even if informed of the possibility or likelihood of such damages).

The limitations of liability in this Section 13 apply to Hop Innovations, its Affiliates, and each of their respective officers, directors, employees, agents, contractors, and service providers.

14. Indemnity

Counterparty will indemnify, defend and hold Hop harmless together with its officers, directors, members, affiliates, employees, agents and licensors (the “Indemnified Parties”) from and against all losses, liabilities, judgments, proceedings, claims, damages and costs (including attorneys’ fees) resulting from any third-party action related to:

1. (i) Counterparty’s breach of the terms of this Agreement;
2. (ii) Counterparty’s violation of any applicable law, rule or regulation;
3. (iii) Hop’s reliance on any instruction or communication (in whatever form delivered) which it reasonably believed to have been given by Counterparty; or
4. (iv) other acts or omissions in connection with the execution, settlement, or performance of Transactions with Hop.

Counterparty will not settle any matter without Hop’s prior written consent unless such settlement includes an unconditional, full release of the Indemnified Parties and does not impose any admission of fault, liability, or wrongdoing by any Indemnified Party.

For the avoidance of doubt, this indemnity provision shall survive any termination of this Agreement.

Miscellaneous

15. Term

This Agreement remains in effect until terminated in writing, without affecting outstanding Transactions.

16. Electronic Trading; Electronic Records

Transactions effected electronically are subject to any applicable electronic trading terms communicated by Hop, including the Electronic Trading Terms Annex. Counterparty agrees that Hop may maintain this Agreement, all Confirmations, notices, disclosures, amendments, and other records relating to this Agreement or any Transaction in electronic form, and that such electronic records shall be admissible to the same extent as original written records.

17. Taxes

Each Party is responsible for its own taxes arising from Transactions.

18. Assignment

Hop Innovations may assign this Agreement to an Affiliate or in connection with a corporate transaction without consent.

19. Notices

Notices shall be delivered to the addresses specified by the Parties.

20. Amendments

Hop may revise, amend, or supplement this Agreement (including any annexes, schedules, or incorporated terms) from time to time by providing Counterparty with notice through the platform, by email, or by other electronic means. Any such amendment shall become effective on the date specified in the notice and shall be binding on Counterparty with respect to all Transactions entered into on or after the effective date of such amendment. Counterparty’s continued access to or use of the services, submission of Trade Requests, entry into Transactions, or other continued dealings with Hop after the effective date of any amendment shall constitute acceptance of such amendment.

21. Affiliates

Hop Innovations, Inc. is the contracting principal under this Agreement. Any Affiliate of Hop Innovations acting in connection with this Agreement, any Transaction, or any related services, support, operational, technological, compliance, settlement, or other activities does so as a service provider, operational affiliate, or related supporting entity, and not as a separate contracting party, unless expressly agreed in writing.

22. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified or construed to the minimum extent necessary to make it valid and enforceable while preserving the parties’ intent. If such modification is not possible, the provision shall be severed, and the remainder of this Agreement shall remain in full force and effect.

23. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of New York. Any dispute shall be resolved by binding arbitration administered by JAMS in New York County, New York, in accordance with its streamlined rules. Each Party waives any right to trial by jury.

24. No Third-Party Beneficiaries

This Agreement is solely for the benefit of the Parties and their permitted successors and assigns.

25. Entire Agreement

This Agreement constitutes the entire agreement between the Parties.

26. Interpretation

Headings are for convenience only. “Including” means “including without limitation.”

27. Acceptance of Agreement; Electronic Execution; No Ink Signature Required

Counterparty agrees that it may enter into this Agreement, any Transaction, and any related document, notice, instruction, or communication with Hop by electronic means. Without limitation, Counterparty’s click-through acceptance, checked-box acceptance, electronic submission, use of any Hop platform, API, execution channel, or other service after being presented with this Agreement, or submission of any Trade Request after being presented with this Agreement, shall constitute Counterparty’s legal execution and acceptance of this Agreement.

Counterparty further agrees that such electronic assent is intended to authenticate this Agreement and any related records and to have the same force and effect as a manual signature. Counterparty represents that the person accepting this Agreement on its behalf has full authority to bind Counterparty.

A record of Counterparty’s electronic acceptance maintained by Hop shall be deemed conclusive evidence of Counterparty’s execution and acceptance of this Agreement absent manifest error.

By clicking “I Agree,” “Accept,” or a similar button, or by otherwise electronically assenting to this Agreement in a manner permitted by Hop, Counterparty acknowledges that it has read, understood, and agrees to be bound by this Agreement.

Settlement Annex

This Settlement Annex supplements and forms part of the Agreement. Capitalized terms used but not defined herein have the meanings given in the Agreement.

1. Settlement Method

Unless otherwise agreed in writing, all Transactions shall be settled on a prefunded basis using Prefunded Assets held by Hop.

Hop may determine, in its reasonable discretion, whether Prefunded Assets are sufficient to support execution or settlement of any Transaction and may decline to execute or settle Transactions in the absence of sufficient Prefunded Assets.

2. Settlement Day and Cutoff

Settlement shall occur on each Business Day at times determined by Hop (each, a “Settlement Day”).

Hop may designate a cutoff time on each Settlement Day (the “Settlement Cutoff Time”). Transactions executed after the Settlement Cutoff Time may be settled on the next Settlement Day.

Hop shall use commercially reasonable efforts to publish the Settlement Day schedule and Settlement Cutoff Time for each Transaction with the Counterparty.

3. Application of Prefunded Assets

Counterparty authorizes Hop to apply Prefunded Assets toward settlement of any Transaction and toward any amounts owed by Counterparty under the Agreement.

All right, title, and interest in Prefunded Assets passes to Hop upon transfer. Prefunded Assets are not held in custody, escrow, or trust for Counterparty, and Hop may deal with Prefunded Assets as its own property, subject only to Hop’s unsecured repayment obligation as set forth in the Agreement.

4. Net Settlement

Transactions settling on the same Settlement Day in the same Digital Asset or Fiat Currency shall be netted. The Party obligated to deliver the greater net amount shall deliver the net outstanding balance.

Settlement amounts shall be calculated by Hop in good faith and in a commercially reasonable manner.

5. Delivery and Completion

To the extent a Transaction is settled using Prefunded Assets, Counterparty shall have no further delivery obligation with respect to such Transaction.

Hop shall deliver the applicable Digital Asset or Fiat Currency to the account or wallet designated by Counterparty, subject to Hop’s approval or whitelisting procedures.

Settlement shall be deemed complete when:

1. a. in the case of Digital Assets, the transfer is confirmed on the relevant blockchain and credited to the designated wallet; or
2. b. in the case of Fiat Currency, funds are available to the recipient in the designated account.

Upon completion of settlement, the Transaction shall be final and irrevocable.

6. Shortfalls and Failures

If Prefunded Assets are insufficient to satisfy Counterparty’s obligations, Hop may suspend execution or settlement of Transactions and exercise its rights under the Agreement, including close-out, netting, and set-off.

Hop has no obligation to extend credit or settle any Transaction in the absence of sufficient Prefunded Assets.

7. Alternative Settlement Instructions

The Parties may agree in writing to alternative settlement instructions for a specific Transaction. Any such instructions shall apply solely to that Transaction.

8. Survival

This Annex shall survive termination of the Agreement with respect to any unsettled Transactions.

Definitions Annex

• “Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with such Person.
• “Agreement” means the Master Purchase and Sale Agreement for Digital Assets and Foreign Exchange, together with all annexes, schedules, confirmations, and amendments thereto.
• “Applicable Law” means any applicable federal, state, local, foreign, or supranational law, statute, regulation, rule, ordinance, order, decree, judgment, or governmental requirement, including those relating to sanctions, anti-money laundering, counter-terrorist financing, financial crime, and market conduct.
• “Applicable Sanctions” means any economic or financial sanctions, trade embargoes, or restrictive measures administered, enacted, or enforced by (a) the United States (including the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)), (b) the United Kingdom (including His Majesty’s Treasury), (c) the European Union, or (d) the United Nations.
• “Business Day” means any day on which banks are open for business in New York, New York.
• “Confirmation” means any written or electronic confirmation issued by Hop evidencing the terms of a Transaction.
• “Confidential Information” has the meaning set forth in Section 9 of the Agreement.
• “Control” (including “controlling,” “controlled by,” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting interests, by contract, or otherwise.
• “Counterparty” means the entity accepting and entering into the Agreement with Hop.
• “Data” has the meaning set forth in Section 12 of the Agreement and includes, without limitation, pricing data, quotes, indicative prices, exchange rates, reference rates, market data, analytics, and API outputs provided by Hop.
• “Digital Asset” means any cryptographic token, virtual currency, digital commodity, or other blockchain-based asset agreed upon by the Parties in connection with a Transaction.
• “Event of Default” has the meaning set forth in Section 5 of the Agreement.
• “FATF” means the Financial Action Task Force on Money Laundering.
• “FATF High-Risk Jurisdiction” means any country or territory designated by FATF as (a) a “High-Risk Jurisdiction subject to a Call for Action” or (b) a “Jurisdiction under Increased Monitoring,” as updated from time to time.
• “Fiat Currency” means the lawful currency of the United States (United States Dollars) or such other lawful currency as the Parties may agree.
• “Foreign Bank” means an organization that (a) is organized under the laws of a country other than the United States, (b) engages in the business of banking, (c) is recognized as a bank by the banking supervisory or monetary authority of the country of its organization or principal banking operations, (d) receives deposits to a substantial extent in the regular course of its business, and (e) has the authority to accept demand deposits.
• “Foreign Shell Bank” means a Foreign Bank that does not have a Physical Presence in any country, other than a regulated affiliate.
• “Manifest Error” has the meaning set forth in Section 1(i) of the Agreement.
• “OFAC” means the United States Department of the Treasury’s Office of Foreign Assets Control.
• “OFAC Sanctions List” means the List of Specially Designated Nationals and Blocked Persons (the “SDN List”) and any other sanctions lists administered by OFAC, as amended from time to time.
• “Person” means any individual, corporation, partnership, limited liability company, association, trust, estate, governmental authority, or other legal or commercial entity, whether acting individually or collectively.
• “Physical Presence” means a place of business that (a) is maintained at a fixed street address (other than solely a post office box or electronic address), (b) is located in a country where the Foreign Bank is authorized to conduct banking activities, (c) employs one or more individuals on a full-time basis, (d) maintains operating records related to its banking activities, and (e) is subject to inspection by the banking authority that licensed the Foreign Bank.
• “Prefunded Assets” means digital assets or fiat currency transferred by Counterparty to Hop pursuant to Section 1(a) of the Agreement.
• “Prohibited Business” means any activity involving, relating to, or supporting (a) money laundering, terrorist financing, fraud, or other financial crimes, (b) market manipulation, wash trading, spoofing, front-running, insider trading, or other deceptive trading practices, (c) unlicensed or unauthorized money services businesses, (d) dealings with persons, entities, wallets, or jurisdictions subject to Applicable Sanctions, (e) ransomware, malware, mixers, tumblers, or other services designed to obscure the origin or destination of funds, or (f) any business or activity prohibited under applicable anti-money laundering, counter-terrorist financing, or sanctions laws.
• “Settlement Cutoff Time” has the meaning set forth in the Settlement Annex.
• “Settlement Day” has the meaning set forth in the Settlement Annex.
• “Settlement Deadline” has the meaning set forth in the Settlement Annex.
• “Transaction” means any bilateral purchase or sale of digital assets or foreign exchange entered into between Hop and Counterparty pursuant to the Agreement.
• “Trade Request” means a request by Counterparty for Hop to enter into a Transaction.
• “Including” means including without limitation.

Electronic Trading Terms Annex

1. Scope

This Annex applies to Counterparty’s use of Hop’s APIs, interfaces, FIX connections (if any), and electronic trading systems.

2. Electronic Access

1. 2.1 Hop may grant or revoke access at any time in its sole discretion.
2. 2.2 Counterparty is responsible for system compatibility, security, firewalls, and network stability.
3. 2.3 Counterparty shall not attempt to bypass rate limits, security measures, or authentication protocols.

3. System Behavior

1. 3.1 Electronic quotes may be indicative only, may differ from market conditions, and may be delayed.
2. 3.2 Hop may throttle, queue, drop, or delay Counterparty requests.
3. 3.3 Hop may reject any instruction at its discretion.

4. Automated Trading

1. 4.1 Counterparty is solely responsible for the behavior of any automated system, algorithm, bot, or integration.
2. 4.2 Errors caused by Counterparty systems are binding on Counterparty.

5. Outages and Failures

1. 5.1 Hop does not guarantee uptime.
2. 5.2 Hop is not liable for system outages, latency, failures, connectivity issues, packet loss, or queueing delays.

6. Market Integrity and Conduct

Counterparty shall not engage in abusive or manipulative trading practices, including spoofing, layering, quote stuffing, or excessive erroneous submissions. Violations may result in immediate suspension or termination.