TRADING RULES

Last updated: December 13, 2018 (view previous versions)

These Trading Rules ("Rules") are incorporated into, and form part of, the Terms of Service ("TOS") applicable the Services provided by HBUS Holdco, Inc. ("HBUS"). Capitalized terms used and not otherwise defined in these Rules will have the meaning set forth in the Terms.

HBUS may modify these Rules by providing notice, such as by sending you an email, providing notice through the Services, or by posting modified Rules and updating the "Last Updated" date at the top of these Rules. The modified Rules will take effect commencing on the date the modified Rules are published via the Services.

1.  TRADING

HBUS operates a central limit order book trading platform for trading of supported digital currencies via the Marketplace. An individual with an Account ("Subscriber") may use the Marketplace to place orders (each, an "Order") to buy, sell, or trade a supported currency in exchange for another supported currency. HBUS does not offer margin trading at this time.

2.  ORDERS

2.1 Digital Currency Balance Requirement. To place an Order, a Subscriber must have sufficient quantities of applicable currencies in one or more Digital Wallets associated with the Subscriber's Account to cover all outstanding Orders plus any applicable fees. 2.2 Base and Quote Digital Currencies. An Order must specify the supported digital currency to be bought or sold by the Subscriber ("Base Currency") and the supported digital currency ("Quote Currency") to be traded for the Base Currency. The Marketplace will only support trading between certain Base Currency and Quote Currency pairs ("Supported Pairs") as determined from time to time at HBUS's discretion. In addition, HBUS may make trading in certain Supported Pairs available to only certain Subscribers. 2.3 Order Types. An Order may be either a Limit Order or a Market Order. A "Limit Order" is an Order to buy or sell a specified quantity of a Base Currency at a price specified in a Quote Currency. A "Market Order" is an Order to buy or sell a specified quantity of a Base Currency at the best available market price in a Quote Currency. Subscribers will designate an Order as a Limit Order or Market Order at the time of placing the Order. 2.4 Placement. A Subscriber may place an Order using the HBUS Site user interface or through an authorized application programming interface to the Marketplace ("API"). Upon Order placement, HBUS will place a hold on an amount in your Digital Wallet that is sufficient to cover the Order plus any applicable fees. 2.5 Cancellation by Subscriber. A Subscriber may cancel any Order placed by the Subscriber by initiating the cancellation before the Order, or any portion of the Order, is matched by the Marketplace. Upon Order cancellation, HBUS will release the hold on any digital currency held for the Order, or portion thereof, that has been cancelled. 2.6 Cancellation by HBUS. HBUS may cancel an Order on the request of a Subscriber if the Subscriber is technically unable to cancel that Order subject to the limitations set forth in Section 2.7 of these Rules. HBUS may also cancel or suspend, at HBUS's discretion, an Order as outlined in the TOS or upon the onset of or during any Service Suspension (as defined in Section 5.4 of these Rules). 2.7 Limitations. HBUS may, from time to time and in its sole discretion: (i) limit the maximum number of open Orders for any Subscriber, (ii) reject any Limit Order that is too high or too low as determined by HBUS at its discretion, or (iii) impose a minimum and/or maximum order size with respect to any digital currency or Order type. HBUS will notify Subscribers of rejections resulting from such limitations via the HBUS user interface or API.

3.  MATCHING AND SETTLEMENT

3.1 Generally. Any Order placed by a Subscriber and accepted by HBUS is a firm order and represents a binding offer by the Subscriber to buy or sell the specified quantity of the Base Currency as either a Market Order or Limit Order. Each Subscriber authorizes HBUS to match and settle any open Order with other orders on the Marketplace. Orders may be matched or settled in full or in part. Any Order that is partially matched will remain open on the Marketplace as an Order with respect to the portion of the Order that was not matched unless and until any remaining portion of the Order is matched or the Order is cancelled in accordance with these Rules. 3.2 Matching. The Marketplace automatically and continuously matches all accepted Orders based on the following price/time priority: (i) execution priority is first given to Orders with better bid/ask prices; and (ii) if the prices are the same, execution priority is then given to Orders that enter the Marketplace earlier. 3.3 Settlement. The Marketplace instantly settles any Order, or portion thereof, that is matched with another order by debiting and crediting each of the Subscribers' Digital Wallets with the appropriate amount of digital currency after deducting any applicable fees. Once settlement is completed, each Subscriber will have the ability to withdraw any supported digital currency credited to that Subscriber's Digital Wallet based on the completed trade subject to and in accordance with the TOS and any applicable withdrawal limits. 3.4 Forced Settlement. Following any Service Suspension, HBUS may, but will not be required to, cause the settlement of any matched but unsettled Orders at a price that would have been the settlement price had the relevant service suspension not occurred. 3.5 Settlement Price for Limit Orders. A Limit Order may be matched with any order that results in settlement at the price specified in the Limit Order, or a better price. 3.6 Settlement Price for Market Orders. Depending on number of orders, volume of trading and prices on other orders, a Market Order may be matched with an order that results in settlement at a price that is significantly less favorable to the Subscriber as compared to the last traded price. There is no guarantee that a Market Order will settle at the last traded price or any other price quoted by HBUS or through any Service. 3.7 All Trades Final. All settled trades are final and will not be reversed for any reason unless: (i) HBUS is required to do so under applicable law, or (ii) Orders are not settled as specified in these Rules due to a Material Disruption or other manifest error (as determined by HBUS at its discretion) in which latter case, HBUS will use reasonable efforts to correct the settlement of the affected Orders so as to restore Subscribers to the same position they would have been in had the error not occurred. "Material Disruption" means: (i) a disruption, breakdown, or malfunction of any technical system used in connection with Marketplace, including any blockchain network fork, denial-of-service attacks, significant congestion or instability, (ii) any attempt to manipulate prices, or commit Market Abuse, in relation to any digital currency, (iii) any failure by a third party to supply services or perform obligations to HBUS that are required for the proper operation of the Marketplace, (iv) any emergency or extraordinary market conditions or circumstances, or (v) the occurrence of any Force Majeure event, as outlined in the TOS.

4.  FEES

4.1 Fee Schedule. HBUS's fee schedule is published [here]. Each Subscriber that is a counterparty to a trade using the Marketplace or any HBUS Services agrees to pay HBUS the applicable fee calculated in accordance with the current fee schedule based on the quantity of digital currency or value of fiat currency traded by the applicable Subscriber. 4.2 Payment. Fees are paid out of trade proceeds and each Subscriber authorizes HBUS to deduct the applicable fee from the currency credited to the Subscriber's Digital Wallet in settlement of the trade. For example, assuming a 0.1% fee percentage, when a Limit Order to buy 1 BTC for 10,000 USDT is matched with a Market Order to sell 1 BTC, the BTC buyer will receive 0.999 BTC, the BTC seller will receive 9,999 USDT and HBUS will earn 0.001 BTC and 1 USDT as trading fees. 4.3 Establishing and Changing Fees. HBUS may charge different fees to different Subscribers, for different types of Orders or based on any other factors, at HBUS's discretion, including without limitation whether an Order is immediately settled against an existing order maintained on the Marketplace when the Order is place (referred to in the fee schedule as a "Taker" order) or whether the Order is not immediately settled and instead maintained on the Marketplace until another order is placed by another Subscriber (referred to in the fee schedule as a "Maker" order). Any such different fees, and any changes to any fees, will be reflected on the fee schedule published via the Services and will take effect at the time the updated fee schedule is published, or later date indicated on the published fee schedule.

5.  MARKETPLACE AVAILABILITY

5.1 Hours. Subject to any Service Suspension or other termination or suspension of any HBUS Services in accordance with the TOS, HBUS's goal is to make the Marketplace accessible to all Subscribers 24 hours a day, every day. This goal is not, and should not be construed as, a service level agreement or other commitment by HBUS. 5.2 Equal Access. Subject to restrictions or limitations that HBUS may impose on any Subscriber or HBUS Account in accordance with the Terms or these Rules, all Subscribers will have equal access to the HBUS Marketplace with respect to system uptime and availability, matching and settlement priority and the speed at which HBUS controlled systems execute trades and deliver HBUS Marketplace data. 5.3 No Employee-Subscriber Access. HBUS employees and contractors are prohibited from accessing the Marketplace as Subscribers. 5.4 Service Suspension. HBUS may, from time to time, with or without notice, suspend access or use of the Services or any portion thereof (for example, suspension of trading in only certain Supported Pairs) (collectively, "Service Suspension") in accordance with the TOS and these Rules. During suspension of any services related to Digital Wallets, Subscribers will not be able to initiate withdrawal requests and are generally advised against initiating funding transactions. HBUS may not honor funding transactions initiated by Subscribers during suspension of services related to Digital Wallets. During suspension of services related to the Marketplace, the Marketplace will reject all Orders of the affected Supported Pairs. HBUS may also in its discretion cancel any or all open Orders of the affected Supported Pairs upon the onset of a Service Suspension.

6.  MARKET MAKING

No Subscriber should engage in Market Making on the Marketplace unless authorized in writing by HBUS to do so. HBUS will not authorize a Subscriber to engage in Market Making unless the Subscriber (i) is of good repute, (ii) has sufficient level of trading ability, competence and experience, (iii) has adequate governance and organizational arrangements to oversee its trading activities, and (iv) has sufficient resources. "Market Making" means buying and selling digital currencies by a corporate on institutional organization for business or commercial purposes.

7.  MARKET INTEGRITY, MONITORING AND REGULATORY COOPERATION

7.1 FinCEN Registration. HBUS is registered as a Money Services Business with the Financial Crimes Enforcement Network of the U.S. Department of the Treasury ("FinCEN"). HBUS may be required to file details of account activity with FinCEN and other state and federal regulators from time to time. 7.2 Not an Exchange. None of HBUS, the Site or the Marketplace are an "exchange" regulated by the U.S. Securities and Exchange Commission (SEC). HBUS does not authorize trading of securities using the Site or the Marketplace and is not registered as a national securities exchange or alternative trading system (ATS). 7.3 No Market Abuse. A Subscriber must not engage in Market Abuse or commit any act or engage in any course of conduct which is likely to damage the fairness, integrity, proper functioning or orderliness of the Marketplace. "Market Abuse" means any effort to influence the price or trading volume of a digital currency that is intended to interfere or has the effect of interfering with the legitimate forces of supply and demand in the Marketplace. Market Abuse shall include, but not be limited to: front-running, tape painting or layering, "banging" the close, corners and squeezes, price collusion, rumor floating, disruptive trading, wash trading, pump and dump, spoofing, and quote stuffing. 7.4 Monitoring. HBUS will monitor trading activity on the Marketplace for disorderly trading conditions and conduct that may amount to Market Abuse. 7.5 Regulatory Cooperation. HBUS may (i) report to any governmental authority any disorderly trading conditions and conduct that may amount to Market Abuse; and (ii) assist any governmental authority in any investigation of Market Abuse. HBUS may disclose information and documents received from any Subscriber in connection with its use of the Marketplace to any governmental authority where such information and documents are required in connection with an investigation, inquiry or proceedings by such authority.

TRADING RULES ARCHIVE

• June, 2018