Digitrade Articles and Rules

These terms look at how the International Innovation Agency (the “Agency”) will operate and manage the Digitrade Exchange to enable the trading of Bitcoin and other Agency assets by approved market participants that include Clearing members, Government members, Corporate members and Individual members. The present document does not describe the terms for Government members and Access Vendors which will be detailed in the final Digitrade rules and policies.

The Digitrade exchange is being developed by a team with experience in building and delivering innovative high performance technology products for tier 1 capital markets. This team has built the infrastructure of some of the top traditional and cryptocurrency exchanges.

Digitrade is part of the #opjumpball program. Digitrade will be owned by the Agency who will decide on the overall strategy of the exchange and marketplaces while the Alliance and the Agency will use net returns of Digitrade to support the citizens of their member-states, in accordance with their respective mandates.

Digitrade may issue security tokens to members of the IBC to finance Digitrade. In the case where Digitrade issues security tokens, the equity in Digitrade shall not exceed 20% of Digitrade. In the case where Digitrade requires more capital (whether or not members of the IBC have invested), then Digitrade may seek outside investment capital; provided however that the maximum equity held by outside investors shall never exceed 20% of Digitrade.

Introduction

The Digitrade Exchange (hereinafter referred as Digitrade) shall be established and shall operate in accordance with the provisions of these terms which may be subsequently amended.
Digitrade shall accommodate a variety of sophisticated market participants. Whether they are governments, individuals, companies or technology providers, market participants must meet certain technology and compliance criteria based on marketplaces.
Membership in Digitrade shall give rights to participation in the exchange and marketplaces. Memberships can be bought, sold and leased and enables approved members to trade specific products at reduced rates and lower fees.
Clearing members are highly capitalized, closely monitored, and carefully selected companies that send orders for their own accounts and/or on behalf of their clients. They assume full financial and performance responsibility for all transactions executed through them and cleared by the Agency whether it is for their own accounts or their clients account. Government members are member-states of the Innovation Alliance that operate as Clearing members. Corporate members are eligible firms that send orders for their own accounts and that receive preferential fees on their proprietary trading. Individual members are individuals that send orders for their own account and that receive preferential fees on their proprietary trading. Access Vendors are third party networks, front-end platforms and technology providers that maintain their own proprietary market connections which connects to Digitrade for the purpose of reselling services and/or transmitting orders submitted by their clients .
Operations and transactions in Digitrade shall be conducted in accordance with the provisions of Digitrade rules and policies; except that the verification of members and the purchase and sell of memberships shall be conducted exclusively by Nektar, through the Nektar Terminal. Nektar is mandated by the International Innovation Agency (the “Agency” ) and the World Sports Alliance Intergovernmental Organization (the “Alliance” ) to operate the Nektar International Business Consortium ( the “IBC”). The Alliance and the Agency are hereinafter referred as the Innovation Alliance.
The essential purpose of Digitrade is to provide a framework to enable the trading of Bitcoin and Agency issued assets among members. One of the principal objectives of Digitrade is to (i) facilitate Bitcoin conversion (ii) provide a venue for the listing and trading of Agency Assets; (iii) provide instruments to manage foreign exchange risk and; (iv) allow market participants to speculate in the market for profit. Each member shall undertake to collaborate with Digitrade and other members to promote a stable system of exchange. In particular, each member shall (i) avoid manipulating exchange rates or the Digitrade systems in order to gain an unfair competitive advantage over other members and; (ii) follow Digitrade rules and policies compatible with the undertakings of its purposes.

Section 1 Membership & Fees

The original members of Digitrade shall be those approved individuals or companies holding a Nektar ID who have purchased their membership on the Nektar Terminal.
Digitrade shall issue clearing memberships, one hundred (100) corporate memberships and five hundred (500) individual memberships. The number of corporate and individual memberships shall never be increased.
The clearing memberships shall have a minimum value of ten (10) Bitcoin each. The corporate memberships shall have a minimum value of one (1) Bitcoin each. The individual memberships shall have a minimum value of one (1) Bitcoin each. Membership shall be issued on the Nektar Terminal. Memberships shall be purchased in Nektar Tokens exclusively.
Any membership not initially purchased by original members shall be available for subsequent purchase by other approved individuals or companies holding a Nektar ID at such times and in accordance with such terms as may be prescribed by the Executive Board.
Membership shall be transferable only to approved individuals or companies holding a Nektar ID via the Nektar Terminal. Digitrade shall allow original members to lease their seats, rather than sell them. Any membership not initially purchased by original members may not be leased.
Exchange fees for clearing and trading on Digitrade shall vary according to membership types and whether the customer owns or goes through a leased membership.

Section 2 Exchange Operations

Digitrade shall list and enable the trading of Bitcoin and any form of coin or token issued or approved by the Agency. The existence of a member or other public interest in Bitcoin or such coin or token shall not preclude Digitrade from listing Bitcoin or such coin or token therein.

Section 3 Agency Assets

The Agency may issue asset backed tokens such as national currencies, baskets of national currencies, bonds, securities, natural resources or carbon credits (Agency Assets) with various attributes on various protocols to address specific needs or to take advantage of specific opportunities. Digitrade shall be the premiere venue for the listing and trading of Agency Assets.

Section 4 Operational Principles

The operations of Digitrade shall be conducted in accordance with the following principles:

Digitrade shall not list coins or tokens if such coin or token does not satisfy the conditions referred to in Section 2.
Digitrade shall not authorize the listing and trading of Bitcoin or any coin or token in the territory of a member of the Innovation Alliance if the member of the Innovation Alliance objects to such listing and trading;
Digitrade shall develop market maker programs to improve market liquidity and to contribute to price discovery.
Digitrade shall authorize the listing and trading of coins or tokens on terms and conditions which it considers appropriate, taking into account the requirements of the Agency, the risks being undertaken by Digitrade and the terms and conditions normally obtained by traditional exchanges for similar listing and trading;
Digitrade shall seek to maintain a reasonable diversification of coins or tokens on its marketplaces.

Section 5 Miscellaneous Operations

In addition to the operations specified elsewhere, Digitrade shall have the power to:

create any type of marketplace (centralized or decentralized) and provide such services as may be necessary to access such marketplace;
list and authorize the trading of any type of asset, product or service (traditional or digital) in such form or forms as Digitrade may deem appropriate in the circumstance in order to facilitate their distribution; provided, however, that before listing and authorizing the trading of such asset, product or service, Digitrade shall have obtained the approval of the Agency;
create spot, futures, forward, swap derivatives or options marketplaces in such form or forms as it may deem appropriate in the circumstances and offer such listing, trading, margin, lending, borrowing, staking and over-the-counter services as may be necessary or desirable;
offer such products or services as shall be necessary or desirable in furtherance of its purposes.

Digitrade shall at all times adequately and appropriately maintain and, if necessary, update and/or improve its facilities used (directly or indirectly) in connection with all services rendered, including all premises, equipment, telecommunications systems and all services necessary for the same.

Section 6 Warning to be Placed on Marketplaces

Every marketplace operated by Digitrade shall bear on its portal a conspicuous statement to the effect that such marketplace and its listed assets have been approved by the Agency.

Section 7 Structure of Digitrade

Digitrade shall have an Executive Board, a Chairman of the Executive Board, a Chief Executive Officer and such other officers and staff to perform such duties as Digitrade may determine.

Section 8 Executive Board of Digitrade

The Executive Board shall be responsible for the conduct of the general operations of Digitrade.
There shall be six (6) Executive Directors whom shall be appointed by the Agency every two years.
The Executive Directors may appoint such committees and ad hoc committees as they deem advisable.
The Executive Board shall determine the salary of the Chief Executive Officer, officers and staff of Digitrade.

Section 9 Chairman, Chief Executive Officer and Staff

The Managing Director of the Agency shall be ex officio Chairman of the Executive Board. The Chief Executive Officer of Digitrade shall be appointed by the Executive Board for a five (5) year term on the recommendation of the Chairman. The Chief Executive Officer shall be chief of the operating staff of Digitrade. Under the direction of the Executive Board and the general supervision of the Chairman, he shall conduct the ordinary business of Digitrade and under their general control shall be responsible for the organization, appointment and dismissal of officers and staff of Digitrade. The Chief Executive Officer shall cease to hold office by decision of the Executive Board in which the Chairman concurs.
The Chief Executive Officer and staff of Digitrade, in the discharge of their offices, owe their duty entirely to the Agency and to no other authority. Each member of Digitrade shall respect the international character of this duty and shall refrain from all attempts to influence the Chief Executive Officer and any of the officers and staff in the discharge of their functions.
In appointing the officers and staff, the Chief Executive Officer shall, subject to the paramount importance of securing the highest standards of efficiency and of technical competence, pay due regard to the importance of recruiting personnel on as wide a geographical basis as possible.

Section 10 Advisory Council

There shall be an Advisory Council of no less than five (5) persons selected by the Executive Board including representatives of security, science, technology, banking and commercial interests, and with as wide a national representation as possible. The Council shall advise Digitrade on matters of general policy. The Council shall meet annually and on such other occasions as Digitrade may request.
Councillors shall serve for two years and may be reappointed. They shall be paid a reasonable salary and their expenses incurred on behalf of Digitrade.

Section 11 Relationship with the Innovation Alliance

Digitrade shall be owned by the Agency and shall be the exclusive and permanent listing, trading and exchange facility of the Innovation Alliance.
Digitrade shall be an entity separate and distinct from the Innovation Alliance and the assets of Digitrade shall be kept separate and apart from those of the Innovation Alliance.
Nothing shall make Digitrade liable for the acts or obligations of the Innovation Alliance, or the Innovation Alliance liable for the acts or obligations of Digitrade.

Section 12 Relationship with other Exchanges and Financial Institutions

Digitrade shall enter into formal arrangements with other bitcoin and cryptocurrency exchanges and may enter into such arrangements with other exchanges, financial institutions and other organizations having specialized responsibilities in related fields.

Section 13 Location of Offices

The principal office of Digitrade shall be located in the territory of one one of the original members of the Agency.
Digitrade shall have an office in the same locality as the Innovation Alliance whenever it can appropriately do so. Digitrade may establish other offices in the territories of any member or non-members of the Innovation Alliance; provided, however, that before establishing an office in the territory of a member of the Innovation Alliance, Digitrade shall have obtained the approval of the Agency;

Section 14 Member dealing with the Agency

Each member shall deal with Digitrade only through the Agency and designated banks or wallets or other similar approved institutions for off-exchange custody and real time settlement, and Digitrade shall deal only with the Agency and designated banks or wallets or other similar approved institutions.

Section 15 Payments of fees

All fees shall be made from the wallet of members held with the Agency in Nektar Tokens. Digitrade may accept payments from a member in Bitcoin in any of its operations or transactions.

Section 16 General policies and arrangements

Under Digitrade policies, arrangements may include the maintenance by a member of a value in terms of Nektar Tokens or another denominator.

Section 17 Surveillance

The Agency shall oversee the Digitrade system in order to ensure its effective operation, and shall oversee the compliance of each member with its obligations.
In order to fulfil its functions, the Agency shall exercise firm surveillance over Digitrade policies, and shall adopt specific principles for the guidance of all members with respect to those policies. Each member shall provide Digitrade with the information necessary for such surveillance, and, when requested by Digitrade, shall consult with the Agency on the member’s observance of such policies. The principles adopted by Digitrade shall be consistent with rules and regulations applied for the trading of Bitcoin and other listed assets in the jurisdiction of a member in relation to the rules and regulations applied for the trading of Bitcoin and other listed assets in the jurisdiction of other members, as well as with other exchange policies consistent with the purposes of Digitrade. These principles shall respect the domestic rules and regulations applied for the trading of Bitcoin and other listed assets in the jurisdiction of members, and in applying these principles Digitrade shall pay due regard to the circumstances of members.

Section 18 Furnishing of information

The Agency may require members to furnish it with such information as it deems necessary for its activities, including, as the minimum necessary for the effective discharge of Digitrade’s duties.

Section 19 Ineligibility to use Digitrade

Whenever the Agency is of the opinion that any member is using Digitrade in a manner contrary to the purposes of Digitrade, it shall present to the member a report setting forth the views of the Agency and prescribing a suitable time for reply. After presenting such a report to a member, the Agency may limit the use of Digitrade by the member. If no reply to the report is received from the member within the prescribed time, or if the reply received is unsatisfactory, the Agency may continue to limit the member’s use of Digitrade or may, after giving reasonable notice to the member, declare it ineligible to use Digitrade.

Section 20 Withdrawal by Members

Any member may withdraw from membership in Digitrade at any time by transmitting a notice in writing to Digitrade at its principal office. Withdrawal shall become effective upon the date such notice is received.

Section 21 Suspension of Membership

If a member fails to fulfil any of its obligations to Digitrade, Digitrade may suspend its membership. In addition, a change of law in the territory of a member that would impede the ability of the member to participate in Digitrade would be considered as a suspension from membership. The member so suspended shall automatically cease to be a member unless a decision is taken by the same to restore the member to good standing.
While under suspension, a member shall not be entitled to participate in Digitrade, but shall remain subject to all obligations.

Section 22 Suspension or Cessation of Membership in the IBC

Any member which is suspended from membership in, or ceases to be a member of the IBC shall automatically be suspended from membership in, or cease to be a member of Digitrade within three months, unless Digitrade has agreed to allow it to remain a member.

Section 23 Publications of Reports and Provision of Information

Digitrade may publish such report as it deems desirable to carry out its purposes.
All financial transactions shall be reported and auditable in real-time on a private blockchain; provided however that members shall not be identifiable.

Section 24 Dividends, allocation of Net Income

Digitrade shall determine from time to time what part of its net income and surplus, shall be placed to the general reserve fund or the special reserve fund, and what part, if any, shall be distributed as dividends.
Digitrade may use the special reserve fund for any purpose, except distribution of dividends.
If any dividends are paid from the net income of any year, it shall be distributed to the Agency and shall be used by the Innovation Alliance in support of the Alliance Initiative

Section 25 Interpretation and Arbitration

Disputes between Digitrade and any party with which Digitrade has entered into an agreement, shall be resolved in accordance with the terms of said agreement. Digitrade shall strive to ensure that the relevant documents include a provision referring any disputes to an International Court of Arbitration or to similar arbitration tribunals in the territory of its principal offices.

Section 26 Launch of Digitrade

Digitrade shall begin operations on the date the Managing Director of the Agency calls for the creation of the Executive Board.
Pending the appointment of the Chief Executive Officer, which shall occur not more than two (2) months from the creation of the Executive Board, Executive Directors shall oversee the deployment of the Digitrade systems.

For any inquiry regarding Digitrade please contact : digitrade@nek-tar.ch

Cautionary statement regarding forward-looking statements and disclaimer

This presentation contain projections and forward-looking statements related to Nektar, the Digitrade Exchange and the International Innovation Agency (Agency) that are subject to known and unknown risks, uncertainties and other important factors. These projections and forward-looking statements reflect the Agency’s current views and estimates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Digitrade Exchange and its strategy plans may vary materially from the plans expressed in, or implied by, the projections and forward-looking statements contained in this document. Potential risks and uncertainties include, in particular, factors such as general economic conditions as well as legal and regulatory developments. Nektar and the Agency have no obligation to update or alter their forward-looking statements based on new information, future events or other factors.

This presentation and the information contained herein are provided solely for information purposes, and are not to be construed as a solicitation of an offer to buy or sell any securities or other financial instruments in any jurisdiction, in particular Switzerland and the United States. No investment decision relating to securities or financial instruments relating to Nektar, Digitrade or the Agency, their affiliates or parent organizations should be made on the basis of this document. No representation or warranty is made or implied concerning the information contained herein, and Nektar and the Agency assume no responsibility for the accuracy, completeness, reliability or comparability thereof. Information relating to third parties is based solely on available information which is considered to be reliable. Nektar and the Agency undertake no obligation to update or revise their forward-looking statements if circumstances or the Boards’ estimates or opinions should change except as required by the internal rules and regulations of the Agency.