RULES OF BUSINESS ETHICS AND CONDUCT

Last updated: 01.07.2026

1. General Provisions

1.1. These Rules of Business Ethics and Conduct, hereinafter referred to as the Rules, establish the fundamental principles of business ethics, responsible conduct, and professional integrity applicable to UNITRADE INTERNATIONAL LLC, operating under the OurExchangeClub trademark, hereinafter referred to as the Company.

1.2. The purposes of the Rules are to:

1. ensure legality, good faith, transparency, and accountability in the Company’s activities;
2. contribute to the protection of the rights and legitimate interests of Users;
3. establish uniform standards of conduct for the Company’s executives, employees, representatives, and other engaged persons;
4. prevent conflicts of interest, corruption, fraud, and other forms of improper conduct;
5. strengthen the trust of Users, partners, public authorities, and the general public in the Company;
6. promote a responsible and ethical business culture.

1.3. The Rules constitute a voluntary self-regulatory and public accountability document of the Company.

1.4. The adoption and publication of the Rules do not constitute and may not be interpreted as a representation that the Company holds the status, authorization, or license of a bank, credit institution, investment company, investment service provider, financial adviser, asset manager, or any other regulated financial institution.

1.5. The Rules do not constitute a public offer, an investment proposal, personalized advice, a guarantee of the outcome or profitability of any transaction, or a standalone service agreement.

1.6. The Rules apply to the Company’s:

• members and executives;
• employees and interns;
• representatives acting on behalf of or under the instructions of the Company;
• consultants, agents, and contractors;
• partners and service providers whose contractual relationships require compliance with the Rules or individual principles contained herein.

The above persons may collectively be referred to in the Rules as Covered Persons.

1.7. The Rules apply together with the Company’s Terms of Use and Public Offer, Privacy Policy, KYC/AML/CFT and Sanctions Compliance Policy, Cryptoasset Risk Disclosure Statement, Payments and Cash Transactions Policy, Tariffs, Fees and Limits Policy, Complaints and Dispute Resolution Procedure, Bonus and Referral Program Rules, and other public and internal documents of the Company.

1.8. In the event of any inconsistency between the Rules and another document specifically governing a particular relationship, the document specifically governing that relationship shall prevail, unless otherwise provided by the legislation of the Republic of Armenia.

1.9. No provision of the Rules limits any rights of Users provided by the legislation of the Republic of Armenia or by other binding documents of the Company.

1.10. The Armenian-language version of the Rules shall prevail over versions published in other languages.

2. Fundamental Principles of Business Ethics

The Company and Covered Persons shall be guided by the following principles in the course of their activities.

2.1. Legality

All actions, decisions, and business relationships must comply with applicable legislation, the Company’s public documents, internal procedures, and assumed contractual obligations.

2.2. Good Faith and Honesty

Activities carried out on behalf of the Company must be based on good-faith intentions, proper presentation of facts, responsible fulfilment of commitments, and the avoidance of any improper advantage.

2.3. Fair and Respectful Treatment

Users, employees, partners, and other persons must be treated respectfully, professionally, and impartially.

2.4. Transparency

Information concerning the Company’s services, exchange rates, payments, fees, limits, key terms, and material risks must be presented in a clear, accurate, timely, and non-misleading manner.

2.5. Professional Due Care

Covered Persons must act with the necessary knowledge, attention, prudence, and responsibility and must comply with the professional standards established for their work.

2.6. Confidentiality and Information Security

Personal data, transaction-related information, trade secrets, and other restricted-access information must be processed solely for lawful and legitimate purposes while preserving their confidentiality, integrity, and security.

2.7. Accountability

Each Covered Person is responsible for their actions, omissions, and decisions and must cooperate in supervisory, compliance, and internal investigation processes.

2.8. Responsible Innovation

The use of new technologies and digital solutions must support improved security, efficiency, and quality of User service and must not be implemented at the expense of individual rights, privacy, or fair treatment.

2.9. Zero Tolerance for Misconduct

The Company does not tolerate corruption, bribery, fraud, discrimination, harassment, market abuse, unlawful use of personal data, or any other illegal or improper conduct.

3. Relations with Users

3.1. The Company seeks to build long-term relationships with Users based on trust, respect, clear communication, and mutual responsibility.

3.2. Users must receive equal and dignified treatment regardless of sex, race, skin colour, national or ethnic origin, language, religion, age, disability, social status, or other status, except where differentiated treatment:

1. is required by law;
2. results from KYC/AML/CFT, sanctions, or risk management requirements;
3. is objectively necessary for security or fraud prevention purposes.

3.3. Users must not be induced to enter into a transaction through pressure, deception, undue urgency, or psychological influence.

3.4. Information provided to a User must:

• be accurate, verifiable, and up to date;
• be presented in a simple and understandable manner;
• not conceal material terms of the transaction;
• not minimize or disregard risks inherent in cryptoassets;
• not create an impression of guaranteed income, preservation of value, or absence of loss.

3.5. Before a transaction is confirmed, the User must have access to its material terms, including the applicable exchange rate, payments, fees, limits, and other material costs.

3.6. Employees and representatives of the Company may not provide a User with personalized investment, tax, legal, or financial advice unless the Company or the relevant person has the necessary legal basis and authority to provide such services.

3.7. Employees of the Company may not:

1. promise or guarantee an increase in the price of a cryptoasset or any return;
2. present a personal opinion as an official forecast of the Company;
3. conceal a known material risk;
4. exploit a User’s inexperience or lack of information for the benefit of the Company or a third party;
5. encourage a User to take an action that is clearly inconsistent with the User’s financial capacity.

3.8. User enquiries, complaints, and grievances must be received respectfully and reviewed in good faith, impartially, and in accordance with the procedures established by the Company’s Complaints and Dispute Resolution Procedure.

3.9. No User may be subjected to adverse or retaliatory treatment for submitting a complaint or exercising their rights.

3.10. Within reasonable limits, the Company supports accessibility to digital and financial services, taking into account the different communication and accessibility needs of Users.

4. Communications, Advertising, and Public Information

4.1. Advertising, informational, and educational materials published by the Company must be lawful, fair, clear, and non-misleading.

4.2. Advertising or other public materials must not:

1. present future results as guaranteed or certain;
2. selectively present only potential benefits while omitting material risks;
3. use false, demonstrably inaccurate, or unverified information;
4. create artificial urgency or an unjustified fear of missing out;
5. represent, without proper basis, that the Company is guaranteed, approved, or endorsed by a public authority, the Central Bank of the Republic of Armenia, or another regulatory authority;
6. use names, descriptions, or wording that may mislead persons as to the Company’s legal status or authorizations;
7. make unjustified or disparaging comparisons with other organizations or market participants.

4.3. Comparisons of services or terms must be based on comparable, current, and verifiable information.

4.4. The use of statistics, ratings, User reviews, or success stories must not create a false impression of an ordinary or guaranteed result.

4.5. Paid advertising, sponsored publications, partnership materials, and referral materials must be presented in a manner that makes their commercial nature clear.

4.6. Public statements on behalf of the Company may be made only by duly authorized persons.

4.7. Upon identifying incorrect, incomplete, or outdated public information, the Company must take appropriate measures within a reasonable period to correct, supplement, or remove it.

5. Integrity of the Cryptoasset Market

5.1. The Company does not accept conduct that distorts the proper functioning of the cryptoasset market, price formation, or the decisions of Users.

5.2. Covered Persons are prohibited from:

1. carrying out or arranging fictitious, sham, or economically purposeless transactions;
2. creating a false appearance of transaction activity, demand, supply, or liquidity;
3. disseminating false or misleading information concerning a price, demand, supply, or market event;
4. coordinating actions intended to artificially influence the price of a cryptoasset or the market;
5. using non-public information concerning an unexecuted User order or an intended transaction for their own benefit or for the benefit of a third party;
6. entering into a transaction before a User’s transaction for the purpose of obtaining a personal benefit;
7. giving, without a lawful basis, preferential treatment to any User, related person, or proprietary transaction;
8. using the Company’s systems or information to obtain personal speculative gain.

5.3. Covered Persons must comply with the internal restrictions established by the Company concerning personal transactions, the use of non-public information, and conflicts of interest.

5.4. Any person who becomes aware of possible market abuse, a suspicious transaction, or misleading information must promptly report it to the relevant responsible department or manager of the Company.

6. Prevention of Money Laundering, Terrorist Financing, Sanctions Evasion, and Fraud

6.1. The Company applies a risk-based approach to prevent money laundering, terrorist financing, financing of the proliferation of weapons of mass destruction, sanctions evasion, fraud, corruption, and other unlawful activities.

6.2. Covered Persons must:

1. comply with customer due diligence and identification procedures;
2. not circumvent or assist in circumventing established checks, limits, or control mechanisms;
3. not take any action where its unlawful purpose is known or reasonably suspected;
4. promptly report suspicious conduct or transactions;
5. preserve the confidentiality of such reports and reviews;
6. not inform any person of details concerning an ongoing internal or legal review where disclosure could obstruct the review or conflict with applicable law.

6.3. Commercial objectives, increased revenue, or a relationship with a User may not justify non-compliance with identification, compliance, or security requirements.

6.4. Covered Persons are prohibited from advising a User on how to conceal the origin of funds, the ultimate beneficial owner, the purpose of a transaction, or any other material circumstance.

7. Management of Conflicts of Interest

7.1. A conflict of interest is a situation in which a personal, family, financial, business, or other interest of a Covered Person may influence, or may reasonably be perceived as influencing, the impartial performance of their duties toward the Company, a User, or a partner.

7.2. Covered Persons must, to the extent possible, prevent conflicts of interest and, where a conflict arises or may arise, promptly disclose it to an authorized manager or the person responsible for compliance.

7.3. Potential conflicts of interest include:

• a financial interest of the Covered Person or a close person in a transaction;
• a decision concerning the employment, assessment, or selection of a close person as a contractual counterparty;
• receipt of a personal benefit from a supplier, partner, or User of the Company;
• use of a business opportunity of the Company for personal purposes;
• external employment or business activity that competes with the Company or interferes with the performance of duties;
• use of a User’s non-public information for personal benefit or for the benefit of a third party.

7.4. Following disclosure of a conflict of interest, the Company may apply one or more of the following measures:

1. remove the relevant person from the decision-making or transaction servicing process;
2. restrict access to information;
3. appoint an independent review or additional supervision;
4. disclose the relevant circumstance to the User or partner, where lawful and necessary;
5. decline the relevant transaction or relationship.

7.5. Disclosure of a conflict of interest does not release a person from the obligation to manage it appropriately.

7.6. Covered Persons may not enter into an arrangement on behalf of the Company with themselves or a related person without prior disclosure and the required approval.

8. Prohibition of Corruption, Bribery, and Improper Advantages

8.1. The Company applies a zero-tolerance approach to corruption and bribery.

8.2. It is prohibited, directly or through a third party, to offer, promise, provide, request, or receive money, a gift, a service, a privilege, or any other advantage for the purpose of:

1. improperly influencing a decision;
2. causing a breach of an official duty;
3. obtaining an unfair advantage;
4. circumventing a lawful review or procedure;
5. improperly securing the establishment or continuation of a business relationship.

8.3. Cash gifts, cash equivalents, and personal transfers are not permitted.

8.4. Ordinary business hospitality or a gift of symbolic value may be acceptable only where it:

• is lawful;
• is reasonable and proportionate;
• is not provided for the purpose of influencing a decision;
• does not create a sense of obligation or dependence;
• does not harm the Company’s reputation;
• is disclosed and recorded, where necessary, in accordance with the Company’s internal procedures.

8.5. More stringent restrictions apply in dealings with public officials, representatives of regulatory authorities, and other persons performing public functions.

8.6. A prohibited payment or advantage must not be disguised as a consulting fee, commission, charitable contribution, sponsorship, intermediary fee, or any other apparently lawful transaction.

9. Confidentiality, Personal Data, and Information Security

9.1. The Company considers the protection of User and partner information to be a fundamental condition of trust and responsible operations.

9.2. Confidential or restricted-access information may be accessed and used only by persons who require it for the lawful performance of their official duties.

9.3. Covered Persons are prohibited from:

1. using confidential information for personal benefit or for the benefit of a third party;
2. disclosing it to an unauthorized person;
3. discussing confidential User or Company information in a public or insecure environment;
4. storing work-related documents or data on unauthorized devices, accounts, or cloud services;
5. sharing passwords, authentication codes, access keys, or other security credentials with another person;
6. circumventing the Company’s information security measures.

9.4. Personal data must be collected and processed only for specified, lawful, and necessary purposes, in an appropriate scope and for an appropriate retention period.

9.5. Any person who becomes aware of a possible data breach, loss, unauthorized access, cyberattack, or other security incident must report it promptly in accordance with the established procedure.

9.6. The duty of confidentiality continues after the termination of employment, representative, or contractual relationships.

9.7. Activities involving cryptoasset wallets, private keys, access rights, and transaction authorization mechanisms must be carried out only with the appropriate authority and in accordance with the Company’s security procedures.

10. Responsible Technologies and Automated Systems

10.1. The Company seeks to design and implement technological solutions in accordance with the principles of security, lawfulness, reliability, and respect for User rights.

10.2. Automated systems, including artificial intelligence-based solutions, must not be used to:

1. engage in unlawful discrimination;
2. mislead a User;
3. process personal data in a manner inconsistent with the original purpose of processing;
4. conceal the need for human oversight;
5. circumvent mandatory security or compliance checks.

10.3. Where automated decisions materially affect a User’s rights or access to a service, the Company shall, within the limits provided by applicable law and available technical capabilities, ensure appropriate oversight and an opportunity for review or clarification.

10.4. Technological solutions must be periodically assessed for errors, vulnerabilities, unintended effects, and information security risks.

10.5. The Company does not present the output of an automated system as infallible or as an independent professional opinion.

11. Workplace Conduct and Human Dignity

11.1. The Company promotes a professional, inclusive, safe, and mutually respectful working environment.

11.2. The following are not permitted:

• discrimination;
• harassment or persecution;
• degrading or offensive treatment;
• intimidation or pressure;
• retaliation against an employee;
• sexual or other unwelcome conduct;
• abuse of official position.

11.3. Decisions concerning recruitment, promotion, remuneration, training, and performance assessment must be based on professional qualifications, work results, abilities, and the Company’s legitimate business needs.

11.4. Covered Persons must maintain professional communication, appropriate appearance, and proper conduct, taking into account the nature of their functions and customer service responsibilities.

11.5. Official duties must not be performed while in a condition that may endanger safety, proper decision-making, or service quality.

11.6. Covered Persons must maintain the necessary level of professional knowledge and skills, participate in required training, and seek assistance where they do not have sufficient competence or information.

11.7. Managers must promote compliance with the Rules by personal example and may not require employees to perform unlawful or unethical actions.

12. Company Property, Funds, and Records

12.1. The Company’s property, financial resources, technical systems, data, intellectual property, and business opportunities must be used solely for lawful and official purposes.

12.2. Covered Persons are prohibited from:

1. misappropriating or improperly using the property of the Company or a User;
2. spending Company funds for unauthorized personal purposes;
3. falsifying, altering, concealing, or destroying documents or records;
4. recording a transaction under an incorrect description or with inaccurate information in order to conceal its true nature;
5. improperly using the Company’s name, trademark, or reputation.

12.3. Financial, accounting, transactional, and other records must be accurate, complete, timely, and verifiable.

12.4. Documents and data must be retained for the periods prescribed by law and the Company’s internal procedures.

12.5. The Company’s intellectual property, software, developed materials, and trade secrets may not be used for external or personal purposes without appropriate authorization.

13. Relations with Partners, Suppliers, and Other Third Parties

13.1. The Company seeks to cooperate with lawful, reliable, and responsible partners.

13.2. The selection of partners and suppliers must be based on objective business criteria, including:

• the quality of the service or product;
• price and terms;
• reliability;
• professional capability;
• legal and compliance risks;
• information security;
• business reputation.

13.3. Only a duly authorized person may enter into a contract or assume an obligation on behalf of the Company.

13.4. The engagement of a third party may not be used to indirectly perform an action prohibited by the Rules or by law.

13.5. Where necessary, the Company conducts appropriate due diligence on partners and suppliers and may require compliance with ethical, anti-corruption, data protection, and compliance standards.

13.6. Partner proposals and trade secrets must be protected with the same level of responsibility as the Company’s own confidential information.

13.7. A person participating in a selection or procurement process must disclose any personal or financial relationship with the relevant supplier or partner.

14. Public Communications, Social Media, and Political Activity

14.1. Official communications on behalf of the Company with the media, public authorities, public platforms, or through social media may be made only by authorized persons.

14.2. In personal publications, Covered Persons must clearly distinguish their personal views from the official position of the Company where there is a reasonable possibility of confusion.

14.3. Covered Persons must not publish on personal social media:

1. confidential information relating to Users or partners;
2. unpublished business information of the Company;
3. unauthorized statements on behalf of the Company;
4. material containing discrimination, threats, harassment, or material capable of causing significant harm to the Company’s lawful interests and reputation.

14.4. Personal political or civic activities of Covered Persons must be carried out in their own name and must not be presented as the position of the Company without appropriate authorization.

14.5. The Company’s funds, property, data, working time, or trademark may not be used for political activity without a lawful basis and appropriate approval.

14.6. The Company communicates with public authorities and regulatory bodies in good faith, respectfully, and in compliance with applicable law and does not provide false, incomplete, or misleading information.

15. Social and Environmental Responsibility

15.1. The Company recognizes the potential impact of its activities on Users, employees, partners, and society.

15.2. The Company promotes:

• awareness of cryptoassets and digital security;
• education concerning fraud and social engineering risks;
• responsible and informed decision-making;
• the safe and ethical use of new technologies;
• improved accessibility of digital services.

15.3. The Company does not present charitable, social, or environmental initiatives as a means of improperly influencing public or business decisions.

15.4. The Company seeks to reasonably reduce the negative environmental impact of its activities by promoting efficient use of resources, digital document management, and responsible sourcing.

15.5. Public statements concerning environmental or social impact must be based on accurate and verifiable information.

16. Ethical Decision-Making

16.1. Where a Covered Person is uncertain whether a proposed action is appropriate, before taking the action they must consider:

1. whether the action is lawful;
2. whether it complies with the Rules and the Company’s values;
3. whether the decision is based on complete and accurate information;
4. whether it is fair to the User, the Company, and other interested persons;
5. whether any personal interest or other conflict of interest exists;
6. whether the action can be openly and appropriately explained to a User, partner, regulatory authority, or the public;
7. whether it may harm individual rights, security, or the Company’s reputation.

16.2. In case of doubt, the Covered Person must consult their immediate manager or the person responsible for legal matters, compliance, human resources, or information security, depending on the nature of the matter.

16.3. An instruction from a manager does not release a person from responsibility for carrying out an action that is manifestly unlawful or unethical.

17. Reporting Violations and Protection of Reporting Persons

17.1. Any person who becomes aware of a possible violation of the Rules, fraud, corruption, a conflict of interest, unlawful use of data, discrimination, market abuse, or other improper conduct is encouraged to report it promptly.

17.2. A report may be submitted to the immediate manager or to the person responsible for the Company’s legal, compliance, or human resources matters, sent to ethics@ourexchange.club, or submitted through the official contact channels indicated on the Company’s website, specifying that the report concerns an ethics or compliance matter.

17.3. A report must be made in good faith and, where possible, contain sufficient information for the matter to be reviewed.

17.4. The Company takes reasonable measures to:

1. receive and review the report confidentially;
2. protect the identity of the reporting person;
3. assess the possible violation impartially;
4. protect evidence and the rights of the persons concerned;
5. remedy or mitigate the consequences of a confirmed violation.

17.5. Retaliation, pressure, threats, or any other adverse treatment against a person who has made a report in good faith or participated in an investigation are not permitted.

17.6. The fact that a report is not substantiated does not, by itself, mean that it was made in bad faith.

17.7. Knowingly providing false information, falsifying evidence, or using the reporting mechanism for personal retaliation constitutes a violation of the Rules.

17.8. The Rules do not restrict any person’s right to apply to a competent public authority, a court, or any other body provided for by law.

18. Application of the Rules and Consequences of Violations

18.1. The Company’s management is responsible for adopting and implementing the Rules and for developing the business culture necessary for compliance with them.

18.2. Covered Persons must familiarize themselves with the provisions applicable to them and participate in training provided by the Company.

18.3. Possible violations of the Rules may be subject to an internal investigation conducted with due regard for confidentiality, impartiality, proportionality, and the rights of the persons involved.

18.4. Where a violation is confirmed, the following measures may be applied depending on its nature and seriousness:

• an oral or written warning;
• additional training;
• restriction of access rights or authority;
• modification of duties or position;
• disciplinary action;
• termination of employment or contractual relationships;
• a claim for compensation for damage caused;
• notification of competent public authorities;
• other measures provided by law.

18.5. In determining the appropriate measure, consideration shall be given to the intent, seriousness, repeated nature, and consequences of the violation, the degree of cooperation, and the actions taken to prevent or remedy the violation.

18.6. Refusal to report a violation of the Rules or to participate in an investigation may itself be regarded as a violation where reporting or cooperation forms part of the person’s official duties.

18.7. Where a third party violates the Rules or relevant contractual requirements, the Company may require corrective action, restrict cooperation, or terminate the contractual relationship.

19. Final Provisions

19.1. The Rules are published on the Company’s official website and are available to Users, employees, partners, and other interested persons.

19.2. The Company may amend or supplement the Rules in light of legislative changes, developments in its business activities, new risks, and professional best practices.

19.3. An amended version of the Rules shall apply from the moment of its publication on the official website unless another date is specified in the relevant version.

19.4. If any provision of the Rules is held to be invalid, unlawful, or unenforceable, this shall not affect the validity of the remaining provisions.

19.5. Matters not regulated by the Rules shall be governed by the legislation of the Republic of Armenia, the Company’s public documents, internal legal acts, and relevant agreements.

19.6. Questions, proposals, and reports concerning possible violations of the Rules may be submitted through the contact channels indicated on the Company’s official website or sent to ethics@ourexchange.club.