INTRODUCTION 

This Client Agreement (“Agreement”) is between LUNARARK DMCC (“Company” or “Lunarark”) a Company incorporated under the laws of Dubai multi commodities centre (“DMCC”), having its registered address at Unit No: OneJLT-06-291, One JLT, Plot No: DMCC-EZ1-1AB, Jumeirah Lakes Towers, Dubai, United Arab Emirates and You (“Client”). 

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Lunarark is a wholly owned (100%) subsidiary of Digital Drive Solutions DMCC and is part of a Group (as defined under the Company Rulebook issued by the Dubai Virtual Assets Regulatory Authority). A diagrammatic representation of the Lunarark’s Group structure has been included in Schedule 3 – Lunarark’s Group. 

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Throughout this Agreement, the terms “we”, “us”, and “our” refer to the Company, together with its employees, consultants, directors, successors, subsidiaries, affiliates, payer correspondents and assignees. The terms “you” and “your” and “Client” refer to the Client to whom the Services shall be rendered. 

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The parties are individually referred to as “Party”, and collectively, “Parties”. 

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BY SIGNING THIS DOCUMENT, YOU AGREE THAT (A) YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND THAT YOU HAVE READ AND UNDERSTAND FULLY THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND (B) YOU SHALL BE BOUND BY THIS AGREEMENT AND TO COMPLY WITH THE LAWS, REGULATIONS AND RULES OF ANY APPLICABLE GOVERNMENTAL OR REGULATORY AUTHORITY.  

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BY SIGNING THIS DOCUMENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME. PLEASE READ THIS AGREEMENT CAREFULLY AND MAKE SURE 

YOU UNDERSTAND IT FULLY BEFORE USING OUR PLATFORM AND SERVICES. 

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BY SIGNING THIS DOCUMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND YOU UNDERSTAND AND ACKNOWLEDGE THE TERMS OF OUR PRIVACY POLICY.  

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BY SIGNING THIS DOCUMENT, YOU ACKNOWLEDGE THAT VIRTUAL ASSETS ARE PRONE TO CERTAIN RISKS. THE VALUE OF VIRTUAL ASSETS MAY INCREASE OR DECREASE, CAUSING SUBSTANTIAL RISK THAT YOU MAY LOSE MONEY WHILE BUYING, SELLING, HOLDING, OR INVESTING IN VIRTUAL ASSETS. YOU ACKNOWLEDGE THAT YOU HAVE READ OUR RISK DISCLOSURE STATEMENT BEFORE ENTERING INTO THIS AGREEMENT. 

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BY SIGNING THIS AGREEMENT, YOU AGREE AND ACKNOWLEDGE THAT THIS AGREEMENT AND THE FOLLOWING DOCUMENTS (AS MAY BE AMENDED FROM TIME TO TIME AND PUBLISHED ON OUR PLATFORM), ARE INCORPORATED BY REFERENCE INTO THIS AGREEMENT AND FORM PART OF YOUR CONTRACTUAL RELATIONSHIP WITH US:  

1. PLATFORM’S TERMS OF USE; 
2. PRIVACY POLICY;  
3. RISK DISCLOSURE STATEMENT; 
4. PUBLIC DISCLOSURES. 

The above mentioned (a to d) can be found on our website www.lunarark.ae   

BY REQUESTING FOR OUR SERVICES, YOU ARE CONSENTING TO THE TERMS AND CONDITIONS OF ALL THE ABOVE MENTIONED DOCUMENTS WHICH FORM PART OF THIS AGREEMENT. 

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BACKGROUND

The Company has obtained a license from Dubai Virtual Assets Regulatory Authority (VARA) to provide Broker Dealer Services (as defined under the Virtual Assets and Related Activities Regulations 2023) in relation to virtual assets. The Company is authorised to offer its services to institutional investors and qualified investors (as defined in the VARA Market Conduct Rulebook). In furtherance thereof, the Company is authorised to market, promote, and advertise its products and services, in accordance with the Applicable Laws.  

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DEFINITIONS

In this Agreement, the following words shall have the following meanings: 

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"AML/CFT Laws” means anti-money laundering and combating terrorism financing laws. 

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"Applicable Law” means, with respect to any person, any and all applicable treaties, statutes, legislations, laws, regulations, ordinances, codes, rules, rulings, judgments, orders, awards, or any form of decisions, determinations or requirements of or made or issued by, any governmental, statutory, regulatory or supervisory bodies (including without limitation, any relevant stock exchange or securities council) or any court or tribunal with competent jurisdiction, whether in the United Arab Emirates or elsewhere, as amended, modified or replaced from time to time, and to which such person is subject. 

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“Authorised Traders” means the individuals that are permitted to conduct Transactions (including the submission of Agency Execution Forms and the acceptance of Agency Execution Requests) on behalf of the Client. 

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“Agency Execution Agreement” means a document sent by the Company to the Client indicating the Company’s acceptance of an Agency Execution Request Form. The Agency Execution Agreement shall set out the agreed Execution Window during which time the trade will be performed and the commission (“Agency Fee”) that shall be charged by the Company. Each Agency Execution Agreement shall be binding on the Client without any further action to accept the Agency Execution Agreement. 

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“Agency Execution Request Form” means a document (in the form provided by the Company) submitted by the Client to the Company in a private instant messaging conversation via Mattermost requesting for the provision of the Agency Execution Services. 

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“Agency Execution Services” means the agency model over-the-counter (“OTC”) Virtual Asset Broker Dealer services set out in Clause 4, provided by the Company to the Client under this Agreement. 

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“Client” means the individual or entity that shall be using the Services upon successfully completing the Company’s onboarding through the Client KYC Questionnaire, as detailed on the Client Request Form. 

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"Client Asset Wallet” means the Virtual Asset wallet which is maintained by the Company to hold Client Virtual Assets and which is designated as ‘Client Virtual Asset Wallet’ in its title and is held with Fireblocks. 

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“Client Bank Account” means the bank account held and controlled by the Client. 

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“Client KYC Questionnaire” means the online due diligence and KYC process required by the Company to be completed by the Client in order to be onboarded and to use the Services. 

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"Client Money” means money or any fiat currency which the Company holds and controls on behalf of a Client, in the course of providing the Services. 

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“Client Money Account” means a bank account which is maintained by the Company to hold Client Money and which is designated as ‘Client Account’ in its title and is held with [The bank and their details will be inserted once determined].

“Client Wallet” means the applicable digital wallet held and controlled by the Client for storing the Virtual Assets. 

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“Client Virtual Assets” means the Virtual Assets which the Company holds and controls on behalf of a Client, in the course of providing the Services. 

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“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the United Arab Emirates, and any other applicable legislation and regulatory requirements intended to regulate the protection of personal data and privacy. 

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“Execution Window” means the defined date and time period the Company shall carry out the Agency Execution Services for the Client in accordance with an Agency Execution Agreement. 

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“Fiat Currency” means a government-issued currency whose value is established by the relevant government that issued it (e.g. United Arab Emirates Dirham (AED), Euros or British Pound Sterling). Such currencies are assets that may be received by Lunarark for the purpose of providing the Services. 

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“Party” means either Lunarark or the Client, as applicable. Both shall be collectively referred to as the “Parties” accordingly. 

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"Platform” means a digital interface, encompassing websites, applications, or software, through which the Services are conducted or facilitated by the Company.  

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“Schedule” means any schedule appended to this Agreement that forms a valid part of the Agreement to which the Client shall subscribe.  This may include additional Schedules which form part of the Agreement as may be added or appended from time to time. 

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“Services” means the Agency Execution Services as specified in Clause 4 and such additional services in compliance with Virtual Assets and Related Activities Regulations 2023, that the Company may offer to the Client as may be detailed in any additional Schedules appended or amended hereto, as the case may be. 

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“Trade Summary” means an email sent to the Client following a Transaction summarising the details of the Transaction, including, without limitation, the date of the Transaction and the FIAT Currency and Virtual Asset amounts that have been exchanged. “Trading Hours” means the hours between 10:00am to 10:00pm (Gulf Standard Time) on Monday to Thursday, and 10:00am to 7:00pm (Gulf Standard Time) on Friday, during which Lunarark shall provide the Services to the Client. 

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“Transaction” means an OTC Virtual Asset exchange transaction between the Company and the Client as the respective Parties, in accordance with the applicable Agency Execution Agreement. 

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“Virtual Asset” means a digital representation of value that may be digitally traded, transferred, or used as an exchange or payment tool, or for investment purposes. This includes virtual tokens, and any digital representation of any other value as determined by 

VARA. 

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ACCOUNT ESTABLISHMENT

Prior to the Company’s provision of the Services, the Client is required to create an account with the Company, which will be subject to the Client and any Authorised Traders that will be named on the Client’s account completing the Company’s due diligence and client verification process, including any required under the AML/CFT Laws. 

1.2 As part of this process, the Client must complete the Client KYC Questionnaire and provide the Company with accurate and complete information, including supporting documents to allow for proper verification of the Client’s identity, that of any proposed Authorised Traders and the Client’s business in detail. These measures are implemented in order to prevent and detect money laundering, terrorist financing, or any other financial crime, and keeps the Services safe from malicious operators. By agreeing to undergo the Company’s due diligence process, the Client permits the Company to retain copies of the information obtained for audit and reference purposes, in accordance with our legal obligations. 

1.3 The Client acknowledges that, under certain circumstances including those to ensure the Company’s ongoing compliance with any AML/CFT Laws, we may require additional documentation or information during, or following the initial due diligence process. If, at any time, the Client refuses to provide such required information, the Company reserves the right to immediately terminate the Client’s account and cancel any pending Transactions. The Client shall immediately inform the Company if there are any changes in the information or documentation provided by the Client to the Company.  In the event that the Client provides any false or inaccurate personal information during the client verification process, such action will be interpreted as a fraudulent activity and will be dealt with in accordance with Applicable Laws. 

1.4 The Company may, at its sole discretion, deny the Client the ability to establish an account, or, at any time, refuse, restrict or limit the activity of the Client’s account or Services made available to the Client, or decide to terminate this Agreement and close the Client’s account, in the event the Client is found to have provided incorrect, incomplete, inaccurate, or false information to the Company. Furthermore, if, at any time, the Client refuses to provide such required information, the Company reserves the right to: (i) refuse opening an account; or (ii) close an existing account; or (iii) otherwise limit or restrict the access to the account. 

1.5 All Clients will be subject to periodic due diligence review by the Company and are responsible for ensuring that any changes to its ownership, structure, or Authorised Traders are notified to the Company immediately.  We will accept no responsibility for activity conducted by unauthorised traders on the Client’s behalf, or at the expense of the Client.  Failure to provide this information when requested may lead to the termination of the Client’s account or restriction of the Client’s trading activity. 

1.6 It is a condition of account creation that the Client provides the Company with an alternative means of communication for second channel transaction verification via Mattermost, Telegram or Signal.  Failure to provide such information prior to account establishment may lead to an interruption of trading activity unless Client submits a written request to the Company to waive this requirement. 

1.7 The Client represents and warrants that: 

1. the Company has not previously suspended or terminated, the Client’s account on the Platform or otherwise terminated the Client’s account for any default by the Client;  
2. the Client has had the opportunity to seek legal, accounting, taxation, or other professional advice regarding investing in Virtual Assets;  
3. neither the Client, nor its beneficial owners, directors or key personnel are located in, or a resident of any state, country, territory, or other jurisdiction where use of Services may be restricted or prohibited under law;  
4. neither the Client, nor its beneficial owners, directors or key personnel have been named on any sanctions list or are otherwise subject to any sanctions; 
5. neither the Client, nor any of its beneficial owners or officers have been convicted of an offence involving any crime or financial impropriety; and 
6. Client has the full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which the Client is a party. 

1.8 The Client warrants that the Client shall: 

1. not use the Platform or the Services for any purpose other than for which they are intended, or  
2. ensure that it remains compliant with the Company’s eligibility criteria, as notified from time to time. 
3. not use the Platform or the Services in breach of any Applicable Laws or in violation of this Agreement; and 

1.9 When using the Account, the Client must: 

1. take all reasonable steps to keep account log-in details safe at all times and never disclose the password and log-in credentials to anyone; 
2. change the password, on a regular basis and particularly when the Client suspects that a third party has become aware of the Client’s log-in details.  
3. inform the Company, if the Client has had any indication or suspicion that the log-in details, password or other security features relating to Account are lost, stolen, misappropriated, used without authorization or otherwise compromised and wherever possible immediately change the password of the Account; and 

10. Access to the Platform is provided on an “as-is” basis. The Company makes no warranties, express or implied representations or guarantees as to the merchantability and/or fitness for any particular purpose or otherwise with respect to the Platform, their content, any documentation. The Client may face technical difficulties including failures, delays, or malfunction, which may cause Agency Execution Request  not to be transmitted, received or executed as a result of such disruption, failure or malfunction, software erosion or hardware damage, which could be the result of hardware, software or communication link inadequacies or other causes. The Company shall not be liable to the Client for any losses arising from any such Agency Execution Request not being transmitted, received or executed. 

11. Except where the loss is incurred due to the default of the Company, neither the Company nor any of its representatives shall be liable for any loss that might occur as a result of or arising out of using, accessing, installing, maintaining, modifying, deactivating, or attempting to access the Platform. 

1.12 The Company warrants that in addition to all Applicable Laws, including but not limited to consumer protection laws, the Company will ensure that this Agreement complies with the general requirement to act honestly, fairly and in the best interests of its Clients and the integrity of the market, and the Agreement shall at all times be fair, transparent, accurate and not misleading. The Company further warrants that the Agreement shall be sufficiently clear to the Client, having regard to the nature of the services and the intended market for such services. 

2.   Suspension, Restriction, Termination and Failed Payments 

The Company reserves the right, at any time and at its sole discretion, to refuse the processing of a Transaction or suspend, restrict, or terminate the Client’s account or use of the Services, for any reason including, but not limited to: 

1. a breach of any of provision of this Agreement; 
2. failure to make payment for a Transaction; 
3. any attempt to gain unauthorised access to Lunarark’s servers or any other Client’s account; 
4. any suspicion of illegal activity; or 
5. due to operational or technical difficulties. 

3. Client Classification 

3.1 During the Client onboarding process, the Company will undertake to classify each of its Clients as a ‘Qualified Investor’ or ‘Institutional Investor’, in accordance with VARA rulebooks. Under the Company’s VARA license, the Company is authorised to provide Services to Retail Investor, Qualified Investor and Institutional Investor. 

3.2 Based on the particulars and information supplied to the Company by the Client, the Client shall be classified as either an Institutional Investor or a Qualified Investor. 

3.3 The Client agrees that: 

1. the Client shall promptly notify the Company of any changes that may affect the Client’s classification as provided under Clause 3.2 hereinabove.  
2. the Company may, at its option and at any time, seek any information from the Client to reconfirm that the Client’s classification has not changed.  

3.4 The Client acknowledges and accepts that the Company is authorized to contact any source of information, or any person or entity nominated by the Client as a reference in 

order to verify the accuracy and correctness of the particulars and information provided by the Client to the Company. 

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4. Provision of Agency Execution Services 

4.1 For the purpose of this Agreement, the Company shall exclusively offer the Agency Execution Services pertaining to the following Virtual Assets: 

• USDC
• USDT
• DAI
• BTC
• ETH
• BCH
• BSV

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4.2 The Agency Execution Services will include: 

1. the Client buying Virtual Asset from the Company in exchange for Fiat Currency at an agreed exchange rate; and 
2. selling a Virtual Asset to the Company in exchange for Fiat Currency or other Virtual Assets at an agreed exchange rate.  

3. The Company may provide Agency Execution Services to the Client in accordance with this Clause 4. 
4. Where the Client seeks the Agency Execution Services, the Client shall proceed in accordance with the request process mentioned herein. 
5. Once the Client has been sufficiently verified by the Client KYC Questionnaire the Client can proceed with engaging the Company to provide the Agency Execution Services, subject to the following trading process: 

1. The Client shall contact the Company during the Trading Hours by email or such other method previously mutually agreed to arrange for a trading meeting. 
2. An assigned trader representing the Company shall establish a private instant messaging channel and provide details to the Client to access the channel. 
3. Client shall submit an Agency Execution Request Form to the Company on the instant messaging channel / request via stipulated form, which will indicate the Virtual Asset or Fiat Currency they wish to sell, the exact amount that is to be exchanged, the Virtual Asset they wish to purchase and the Client’s preferred Execution Window. Lunarark shall review each Agency Execution Request Form and at its discretion, will either: 

1. advise the Client in the instant messaging conversation that they are unable to fulfil the requested trade during the proposed Execution Window, which shall require the Client to submit an amended Agency Execution Request Form for review; or 

2. inform the Client in the instant messaging conversation that the request set out in the Agency Execution Request Form has been accepted and send the Client an Agency Execution Agreement, which will include details of the agreed Transaction, the Agency Fee to be charged by the Company and funding instructions detailing how to make payment. 

4. The Client shall make a full payment of the amount and asset set out in the Agency Execution Agreement to the Company within 48 hours of the date of the Agency Execution Agreement. Once the Company has confirmed receipt of such amount, it shall use reasonable endeavours to exchange the Client’s Fiat Currency or Virtual Asset within the agreed Execution Window. 
5. Once the Client’s Virtual Asset or Fiat Currency has been transferred, the  Company shall then use reasonable endeavours to transfer the agreed amount of the Virtual Asset to the Client, in accordance with Client’s indicated payment instructions less the Agency Fee. 
6. The Transaction is completed once the exchange of the relevant currencies occurs between the Parties as set out in the Agency Execution Agreement. 
7. In accordance with Clause 1.6, a verification message will be sent by the Company to the Client, via a messaging application outside of the private instant messaging channel, to confirm the Client’s deposit address that funds will be sent to. The Client must acknowledge any message sent through the second verification method in order for the payment to be released by the Company. The Company will not be held liable for any fluctuations that may result in the Virtual Asset due to the Client’s delay in confirming the deposit address. 
8. The Company will send a Trade Summary form to the Client following the completed Transaction. 

6. The Company shall have no obligation to acknowledge or respond to Agency Execution Request Forms submitted outside of Trading Hours and the Agency Execution Agreements shall be conducted by the Parties only via the assigned instant messaging platform/request via stipulated form. 
7. It is the sole responsibility of the Client to provide accurate instructions or information to the Company, even where the Client provides this verbally. The Client acknowledges that the Company will not be liable for any error with respect to the information that the Client provides in relation to the Agency Execution Services, including, but not limited to the Client’s payment information.  
8. The Client acknowledges that all Agency Execution Agreements are irreversible once entered into and may not be cancelled by the Client unless otherwise expressly provided herein. The Client remains solely responsible for providing any and all amounts required for the completion of a Transaction following the formation of an Agency Execution Agreement. As such, the Client should ensure that it is in a position to make the relevant payment to the Company prior to submitting an Agency Execution Request Form. 

9. The Client must provide cleared funds to the Company before the trading process officially begins. If the Client does not provide the funds within 48 hours of the date that Agency Execution Agreement is sent to the Client or has not received confirmation of the Client’s deposit address via the second verification channel, the applicable Agency Execution Agreement will be terminated by the Company and the Client will be deemed to be in breach of the Agreement. In the event of such breach, the Company shall be entitled to damages for fees and profit loss in accordance with Clause 14.2 (a). Such damages shall be without prejudice to any other rights or remedies which may be available to the Company hereunder or otherwise. 
10. On the Agency Execution Request Form, the Client must provide the Company with a reasonable Execution Window that falls within Trading Hours to execute the trade. The Company reserves the right to refuse the Client’s proposed Execution Window if it is deemed to be unattainable. 
11. The Client accepts the potential risk of volatility in the value of their Virtual Asset or Fiat Currency that may take place between the Company’ receipt of the Client’s funds and the agreed Execution Window in which the Agency Execution Services will be performed. The Company is not liable for any negative price movement which may occur between the date of the Agency Execution Agreement, receipt of the Client’s funds, and completion of the applicable Transaction. 
12. If the Company has any reason to believe that the Client’s Agency Execution Request Form or any Agency Execution Agreement is the result of any illegal activity, we reserve the right to delay, suspend, or cancel such Agency Execution Request Form or Agency Execution Agreement, or withhold funds transferred by the Client and take appropriate action to investigate further or inform the relevant authorities. 
13. The Client acknowledges that the Company has no control over the timing of deposits of currencies and that on occasion, these may be delayed due to bank checks and verifications. In the event of a processing delay where the market rate has changed, the Company may reasonably decide to cancel the Agency Execution Agreement.  In such an event, we will immediately notify the Client and if the Client has already transferred the relevant funds to the Company, we will return such funds to the Client’s account within a reasonable period. 
14. Title in the currencies transferred pursuant to an Agency Execution Agreement shall pass to the respective Parties upon the Transaction being completed. 
15. Lunarark may, subject to Applicable Laws, refuse to execute any Agency Execution Request from the Client. In addition, Lunarark may refuse any Agency Execution Request previously given by the Client, provided that Lunarark has not acted upon the Agency Execution Request, for any reason whatsoever including, without limitation, any manifest error or any abusive market practices or strategies indulged by the Client. If the Client requests for a cancellation of an Agency Execution Request, the Company shall only be able to do so if it has not already acted on such Agency Execution Request. 

16. Through the Platform the Company will facilitate transactions on Virtual Assets, listed on the Platform at www.lunarark.ae. If, due to any factors including a “fork”, or other changes, any previously supported Virtual Asset is no longer supported, Lunarark will assess the impact of such change as soon as possible and notify the Client of all measures adopted by the Company to reduce any losses. 

17. During the provision of the Services, Client Virtual Assets will remain securely in control of Lunarark in the Client Asset Wallet provided by our trusted wallet service provider, Fireblocks. Lunarark will always maintain control of the private keys for the Client Asset Wallet. The Client Virtual Assets will leave the control of Lunarark during the following scenarios: 

1. When the Virtual Assets will be transferred back to the Client Wallet in the event of buy Transaction; and 
2. When the Virtual Assets will be transferred to the execution partner for the completion of the Services in the event of sell Transaction. 

The process is as follows: 

1. Crypto - Fiat 

The Client shall transfer Virtual Assets to the Company’s wallet in accordance with the transfer instructions, the Company shall assume control of the assets solely for the purpose of facilitating the crypto-to-fiat conversion. The Company shall then forward the Virtual Assets to the execution partner, who is responsible for converting the crypto to fiat currency. Once completed, the execution partner shall transfer the fiat to the Company’s bank account, the Company shall then credit the fiat to the Client’s account. The Company’s control of the Virtual Assets ends once they are transferred to the execution partner. The execution partner assumes control of the Virtual Assets during the conversion process, and the Company shall have control of the fiat currency until it is paid to the client’s bank account.  

It is pertinent to state that the majority of our execution partners are licensed in the Middle East and subject to thorough due diligence process and are of good reputation. 

2. Fiat - Crypto 

The Client shall transfer fiat to the Company’s bank as per the transfer instructions, the Company shall assume control of the funds for the purpose of facilitating the fiat-to-crypto conversion. The Company will then send the fiat to the execution partner, who converts the fiat into crypto and transfers the crypto to the Company’s wallet. Once the crypto is received, the Company will transfer it to the client’s wallet. The Company’s control of the fiat ends once it is transferred to the liquidity provider, who assumes control of funds during the conversion process. The Company assumes control of the crypto once it is received in its wallet, until it is sent to the Client’s wallet. It is pertinent to state that the majority of our execution partners are licensed in the Middle East and subject to thorough due diligence process and are of good reputation. 

3. Crypto - Crypto 

The Client shall transfer virtual assets to the Company’s wallet as per the transfer instructions. The Company shall then forward this asset to the liquidity provider, who converts it into the requested cryptocurrency and sends it back to the Company’s wallet. Once received, the Company transfers the converted crypto to the customer’s wallet. The Company’s control of the crypto ends once it is transferred to the execution partner, who assumes control during the conversion process. The Company shall assume control of the crypto once it is received back into its wallet, until it is sent to the customer. It is pertinent to state that the majority of our execution partners are licensed in the Middle East and subject to thorough due diligence process and are of good reputation. 

5. Client Money 

5.1 The Company will promptly place any Client Money it receives from the Client’s Bank Account, in the course of performance of the Services into the Client Money Account. The Company shall open and maintain the Client Money Account with licensed banks. The Company shall exercise due skill, care and diligence in the selection and appointment and periodic review of the bank.  

5.2 The Company confirms that the Client Money shall be a common pooled account wherein the funds from multiple clients will be received. However, the Client Money shall be maintained segregated from the Company’s own funds and monies.  

5.3 The Company does not provide any deposit services and hence the Client Money held in the Client Money Account shall not attract any interest or any form of deposit protection. 

5.4 The Company may request the Client to provide documentation confirming the source of funds deposited into the Client Money Account. The Company shall have the right to reject a deposit of the Client if the Company is not duly satisfied as to the legality of the source of funds. The Client shall bear all expenses and charges including any bank charges and currency conversion charges arising from the deposit of monies in the Client Money Account. 

5.5 The Company shall allow deposit and withdrawal of funds only from a Client Bank Account, that have been reviewed, vetted and ‘white-listed’ by the Company. The Company will not accept third party or anonymous deposits in the Client Money Account, nor will it permit any withdrawals to any other third party or anonymous account. 

5.6 The Company shall, subject to any compliance required under AML/CFT Laws, transfer the funds to the Client Bank Account.  

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6. Client Virtual Assets 

6.1 The Company will promptly place any Client Virtual Assets it receives from the Client Wallet, in the course of performance of the Services into the Client Asset Wallet. The Company confirms that the Client Asset Wallet is a Virtual Asset wallet, which is opened by the Company solely for the Client. Therefore, the Client Asset Wallet will not contain the Virtual Assets belonging to the Company or any other Client of the Company. The Client agrees and acknowledges that, although the Client Asset Wallets are opened specifically for the Client, the Company will hold the private keys for the Client Asset Wallets. 

6.2 The Company does not provide any deposit services and hence the Client Virtual Asset held in the Client Asset Wallet shall not attract any interest or any form of deposit protection. 

6.3 The Company may request the Client to provide documentation confirming the source of Virtual Assets or the funds used to procure the Virtual Assets deposited into the Client Asset Wallet opened for you. The Company shall have the right to reject a deposit if the Company is not duly satisfied as to the legality of the source of funds used to procure the Virtual Assets or the Virtual Assets. The Client shall bear all expenses and charges arising from the deposit (or a rejection of a deposit) of any Virtual Asset into the Client Asset Wallet. 

6.4 The Company shall allow deposit and withdrawal of Virtual Assets only from a Client Wallet, that have been reviewed and vetted by the Company. The Company will not accept third party or anonymous payments in the Client Asset Wallet, nor will it permit any withdrawals to any other third party or anonymous account. 

6.5 The Company shall, subject to any compliance required under AML/CFT Laws, transfer the Virtual Assets to the Client Wallet.  

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7. Fees and Taxes 

7.1 Details of the fees and charges payable to the Company for rendering the Services to the Client are as listed within Schedule of Charges (included under as Schedule 1 to this Agreement).  

7.2 The Client bears sole responsibility for any taxes as a result of the matters and transactions that are the subject of this Agreement and any future acquisition, ownership, use, sale or other disposition of any Virtual Assets, pursuant to any Transactions, held by or on behalf of the Client. The Client agrees to indemnify, defend and hold Lunarark and any of its affiliates, employees, officers or agents (including developers, auditors, contractors or founders) harmless on an after-tax basis for any claim, liability, assessment or penalty with respect to any taxes associated with or arising from any Agency Execution Agreement. 

7.3 The Parties agree that the Company may collect its charges in fiat currency or Virtual Assets. Prior to transferring the fiat amounts or Virtual Assets into the Client Bank Account or Client Wallet, the Company shall be authorised to deduct its charges.  

7.4 The Client remains exclusively responsible for any and all taxes and duties that arise as a result of, or in connection with the Client’s use of the Services. The Client shall be solely liable for the reporting and payment of such taxes to the appropriate tax authorities. 

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8. Representations and Warranties 

8.1 Each Party represents and warrants the following to the other Party: 

1. it has full power and corporate authority to enter into and perform its obligations under the Agreement without the further consent of any third party; 
2. it will provide reasonable notice to the other Party of any change of circumstances that will affect the provision of Services under the Agreement; and 
3. it has and will continue comply with all Applicable Laws and regulations in exercising its rights and obligations hereunder at all times. 

2. The Company represents and warrants that it will perform the Services with reasonable care and skill in a timely and competent manner in accordance with best industry standards and practices applicable to the Services.  
3. The Client represents and warrants the following:  

1. it will only use the Services in accordance with the rights granted to it under the Agreement; 
2. it shall not act as an agent and resell the Services for the benefit of a third party without the prior written permission of the Company; 
3. any Fiat Currency or Virtual Assets it uses for the purposes of completing transactions are beneficially the Client’s and have not been obtained from illegal activities. 
4. any such Virtual Asset provided to the Company is not derived from any unlicensed platforms; and 
5. all information that the Client provides to the Company in the Client KYC Questionnaire or otherwise for due diligence purposes, or to facilitate the provision of the Services, is accurate and not misleading and the Client has not withheld any material information from the Company. 

9. Term and Termination 

9.1 This Agreement shall become effective upon being signed by both parties and will continue in full force and effect indefinitely unless and until terminated in accordance with the provisions hereunder.  

9.2 Either Party may terminate the Agreement upon providing 30 (thirty) days’ written notice to the other Party, such notice to specify the effective date of termination. 

9.3 The Agreement may be terminated by either Party with immediate effect upon providing written notice in the event that the other Party materially breaches any of its duties or obligations under this Agreement, and the breaching Party fails to cure such breach within 14 (fourteen) days of receiving written notice of such material breach. For the avoidance of doubt, ‘material breach’ shall include the failure of the Client to make payments when due under this Agreement. 

9.4 Either Party may terminate this Agreement immediately, upon providing written notice, in the event that the other Party: (a) files for bankruptcy; 

2. becomes or is declared insolvent, or is the subject of any unchallenged proceedings related to its bankruptcy, liquidation, insolvency, moratorium, or the appointment of a receiver or similar officer for it, or for a winding-up or for the dissolution or reorganization (other than a solvent reorganization); or 
3. makes an assignment for the benefit of all or substantially all of its creditors. 

9.5 This Agreement may be immediately terminated, in whole or in part, by notice given to the Client by the Company in case of any of the following circumstances: 

1. if the Company believes that funds or Virtual Assets used by the Client to make payment to the Company or to make an investment have been obtained through unlawful means or that such funds are being used to effect suspicious transactions or if the Company believes that the Client are otherwise in violation of any AML/CFT Laws; 
2. if the Client does not, upon request by the Company, provide the Company with any information or documents relating to the Client and/or the account; 
3. if the Company deems that the continuing to provide Services to the Client poses a reputational, regulatory, operational, or any other risk to Company;  
4. if the Company believes that the Client may be in breach of any Applicable Laws;  
5. if the Client have been found to have provided incorrect, incomplete, inaccurate or false information to the Company;  
6. the Client has seriously or persistently breached this Agreement or the Company has reason to believe that the Client has used, or intends to use the Platform or the account for fraudulent or other unlawful purposes; 
7. if, despite reasonable attempts by the Company to communicate with the Client using the Client’s registered email address or any other contact details on record, the Company has been unsuccessful. 

6. Termination under this Clause 9 shall be subject to any Agency Execution Agreement which has not been settled, cancelled or terminated prior to the termination date in accordance with clause 9.7. 
7. In the event of termination of this Agreement for any reason, all Agency Execution Agreements under which a Transaction has not been completed will be treated as being part of a single agreement. The Company will calculate the net of the gains and losses on all applicable Agency Execution Agreements to determine a single net sum owed by the Client to the Company or owed by the Company to the Client (as the case may be) as a result of such netting-off. 

8. Clauses 9, 10, 11,13, 23, 25, and 26, shall survive termination of this Agreement. 

10. Confidentiality 

10.1 The term “Confidential Information” when used herein refers to any information of a Party (“Disclosing Party”) that has been disclosed to the other Party (“Receiving Party”) whether disclosed in a tangible form or orally, relating to either party’s business, financial, marketing, research or development activities. Confidential Information includes, without limitation: business plans, information systems, client lists, trade secrets, pricing information, discoveries, inventions, processes, patents, patent applications, copyrights and software. Confidential information shall expressly include the existence of the agreement. 

10.2 Each Party agrees to hold the other Party’s confidential information in strict confidence and to use such confidential information only to the extent necessary to provide its obligations under the Agreement. The Receiving Party further agrees not to disclose or permit any third-party access to the Disclosing Party’s Confidential Information, except where such disclosure or access is required to perform the services herein. Each party agrees to ensure that any of its employees, agents, representatives, and contractors privy to any confidential information are advised of the confidential nature of such information and are precluded from taking any action prohibited under the Agreement. 

10.3 Confidential information will not include information of the Disclosing Party which: 

1. is publicly available or becomes publicly available through no fault of the Receiving Party; 
2. the receiving party rightfully possessed before it received such information from the disclosing party; 
3. is subsequently furnished to the receiving Party by a third party without restrictions on disclosure; or 
4. is required to be disclosed by law, provided that the receiving party will promptly notify the disclosing party wherever legally permissible. 

11. Ownership and Intellectual Property  

11.1 Client agrees and acknowledges that Lunarark is the owner and/or authorised user of all trademarks, service marks, design marks, patents, copyrights, database rights and all other intellectual property appearing on or contained within the Platform, unless otherwise indicated. All information, text, material, graphics, software and advertisements on the Platform are the copyright of Lunarark, its suppliers and licensors, unless expressly indicated otherwise by Lunarark. 

11.2 Except as provided in this Agreement, the use of the Platform does not grant to the Client, any right, title, interest or license to any such intellectual property accessed by the Client hereof. The Client unconditionally agrees that Client is not authorised to use any of the trademarks belonging to the Company without Company’s prior express written consent. 

12. Prohibited use of the Platform and Services 

12.1 Client agrees that the Client shall not exploit the Platform in any unauthorized way whatsoever, including but not limited to trespass, or materially burden the network capacity of Lunarark and Client shall not use the Platform for any illegal or immoral purpose, or in violation of any Applicable Laws, such as laws governing intellectual property and other proprietary rights, data protection and privacy, anti-money laundering and currency control. Client acknowledges that Client is fully responsible for satisfying any legal and regulatory requirements applicable in countries and territories in which Client operates. 

12.2 Lunarark reserves the right to apply any limits on the use of the Platform as it deems fit, for example, by limiting the available features, or number of supported users and/or transactions. We further reserve the right to publish such limitations, or to amend such limitations at will, in each case at our sole discretion. 

12.3 Clients may not use the account to engage in the following categories of activities (“Prohibited Uses”). By opening an account, Client confirms that Client will not use the account for any of the Prohibited Uses, which shall include, but not be limited to: 

1. Unlawful Activities: Activities which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in any countries, including but not limited to the persons or countries listed by the United Arab Emirates Financial Intelligence Unit (FIU), or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information; 

2. Abusive Activities: Actions which impose an unreasonable or disproportionately large load on Lunarark’s infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Platform that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Platform , other user accounts, computer systems or networks connected to the Platform, through password mining or any other means; use Account information of another user on the Platform to access or use the Platform, except in the case of specific merchants and/or applications which are specifically authorized by such user to access such user's Account and information; or transfer your Account access or rights to a third party, unless by operation of law or with the express written consent of Lunarark; 

3. Abuse Other Users: Interfere with another user’s access to or use of any the Services to defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, privacy rights, publicity and intellectual property rights) of other users; incite, threaten, facilitate, promote, or encourage violent acts against other users; harvest or otherwise collect information from the Platform about other users, including without limitation, any personal identifiable data, without proper consent; 

4. Fraud: Activities which operates to defraud Lunarark or any other person; provide any false, inaccurate, or misleading information to Lunarark, gambling, lotteries; bidding fee auctions; sports forecasting or odds making, fantasy sports leagues with cash prizes, internet gaming, contests, sweepstakes, games of chance and infringement of any intellectual property rights of any entity or user, engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under any applicable law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder, use of Lunarark’s intellectual property, name, or logo, including use of Lunarark trade or service marks, without express consent from Lunarark, or in a manner that otherwise harms Lunarark or the Lunarark brand, or perform any action that implies an untrue endorsement by or affiliation with Lunarark; and 

5. Intellectual Property Infringement: Engage in any transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under any Applicable Law, including but not limited to, sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder, use of Lunarark intellectual property, name, or logo, including use of Lunarark trade or service marks, without express consent from Lunarark or in a manner that otherwise harms Lunarark or the Lunarark brand; or perform any action that implies an untrue endorsement by or affiliation with Lunarark.  

13. Complaints  

Complaints about the Services or the Platform will be dealt with in accordance with the Company’s complaints handling procedure. The Client can obtain further detailed information on its rights by contacting the Company at the following contact details: Clientservices@Lunarark.ae 

14. Liability  

14.1 The Company shall not be liable to the Client under the Agreement for any incidental, special, indirect or consequential damages, including (without limitation): loss of profits, loss of revenue or loss of customers or clients, whether such claims are in contract, tort (including negligence) or otherwise, and even if the Client has been advised of the possibility of such damages. 

14.2 Each Party agrees that their total liability to the other arising out of, or relating to the Agreement including, but not limited to in contract, tort (including negligence) or otherwise shall be as follows: 

1. For Client:  The Client will be liable for any loss (including loss of profit), expenses, costs, damage or liability that the Company may incur with a third party on the Client’s behalf as a result of, or in connection with an Agency Execution Agreement or as a result of the Client's failure to comply with the provisions of this Agreement. Such liability shall be subject to not being a direct result of the Company’s negligence, wilful misconduct or fraud. Any amounts due under this clause may, at the Company' reasonable discretion, be converted to any Fiat Currency or Virtual Asset at a rate to be reasonably determined by the Company. 
2. For the Company: Subject to clause 14.1, the Company’s liability shall be limited to any reasonably foreseeable direct losses suffered by the Client, which is defined as any or all of the Client’s money used in a transaction which is lost or stolen as a direct result of the Company’s negligence, fraud, error or omission. The Company will not be liable to the Client for any other reasonably foreseeable direct liability, loss, damage, cost or expense that the Client may incur. 

3. The Company shall not be liable to the Client for the act or omission of any third party utilised by the Company to assist with the due diligence process, provided that the Company has used reasonable care and skill in selecting and instructing such third party. 
4. The Company does not provide individual or tailored advice in relation to Virtual Asset markets and trading, including advice on the investment of the Client’s money or assets. The Company shall not be liable for any of the Client’s investment decisions. 

5. The Client and any Authorised Users shall be solely responsible for maintaining the integrity of the Client’s communications with the Company, including without limitation, any laptops or other electronic devices used to access the Services. The Company shall not accept any liability for loss or corruption of any data, database or software or theft as a result of a security breach of the Client. 
6. Without limitation, the Company does not accept any liability by reason of any delay or change in market conditions before any particular Transaction is executed  

15. Disclaimers 

15.1 By making use of the Services, Client understands that there are substantial risks associated with the purchase, sale and use of Virtual Assets through the Company. The Client hereby agrees to familiarise itself with, and assume any and all such risks, including, without limitation: 

1. An account with Lunarark is not a bank account, and any Virtual Assets or other funds received or held by the Company, and transacted through the Company will not accrue interest; 
2. Unless Client has procured applicable insurance coverage, the Virtual Assets or other funds that the Client uses in the course of utilising the Services are not insured in any way by the Company or any governmental authority; 
3. Subject to anything to the contrary herein, the Company cannot reverse any funds that have been sent to the Client or received by the Company in a transaction, and any losses incurred by the Client due to fraudulent or accidental transactions are not recoverable; 
4. Price and liquidity of Virtual Assets have been, and may be, subject to large fluctuations on any given day and the Client may lose some or all value in your Virtual Assets at any time; 
5. Some Virtual Asset exchanges have been subject to cyberattacks and other technical issues that have resulted in the loss or theft of Virtual Assets to their users and there is a risk that a similar cyberattack could affect the Services and result in the theft or loss of your Virtual Assets, which you will not be able to recover; 
6. Virtual Assets are not part of a central bank that can take corrective measures to protect the value of such assets in a crisis; 
7. Changes to Applicable Law may adversely affect the use, transfer, exchange or value of your Virtual Assets and such changes may be sudden and without notice; 
8. Virtual Assets are not legal tender and are not backed by a government;  
9. Virtual Assets have value from the continued willingness of market participants to use such Virtual Assets. Virtual Assets are susceptible to loss of confidence, which could collapse demand relative to supply and may result in permanent and total loss of value of a particular Virtual Asset if the market for such Virtual Asset disappears; 

10. The Company reserves the right to reject or delay executing an Agency Execution Request if any such Agency Execution Request is, in its sole determination, unclear, conflicting, incorrect, incomplete, in an unapproved format, unauthorised, fraudulent or not otherwise authentic, or in breach of (or may breach) any of the security procedures of Lunarark and/or any Applicable Law;  
11. Lunarark shall only transfer Virtual Assets to the Client Wallet that has been verified and whitelisted by Lunarark, and Lunarark has no responsibility to ensure that the Client Wallet is compatible with the Virtual Assets; 
12. The Client shall be responsible to the security of the Client Wallet, Client Bank Account and the Account; 
13. Lunarark’s responsibility shall be deemed fulfilled when Lunarark notifies the Client that the Virtual Assets or fiat currency (as the case may be) has sent to the Client Wallet or the Client Bank Account in accordance with the accepted Agency Execution Agreement;  
14. Lunarark shall not be responsible if the Client provides any wrong wallet address or bank account number to Lunarark;  
15. Lunarark shall not be responsible in case of any technical error on the blockchain network when Lunarark transfers digital asset to the Client Wallet;  
16. Lunarark shall not be responsible in any event if the Client Bank Account has refused any transfer from Lunarark or the Client Bank Account is frozen;  
17. the Virtual Asset to be delivered to the Client Wallet is at the sole risk of the Client and no representation or warranty is made in respect of the digital asset networks or the Virtual Assets; 
18. all risk of unauthorised instructions, forgery, fraud, misunderstandings, errors and operation failure shall lie solely with the Client; and 
19. Client is solely responsible for any decision to enter into a Transaction subject to this Agreement, including the evaluation of any and all risks related to any such Transaction and in entering into any such Agency Execution Agreements and accepting the Agency Execution Agreements, the Client has not relied on any statement or other representation of Lunarark other than as expressly set forth herein. 

15.2 Subject to anything to the contrary herein, any up-to-date market information, including quotes or charts that the Company provides to the Client, are provided ‘as is’, without representations or warranties of any kind, and may contain typographical errors, be incomplete, or inaccurate. While the Company may correct any such errors, missing information, or inaccuracies, it is under no obligation to do so. 

16. Indemnity 

16.1 The Client shall indemnify, defend and hold harmless: the Company, its affiliates and any of its respective officers, employees, representatives and agents from and against any and all losses, claims, damages, liabilities or expenses arising out of, or relating to: 

1. Any information provided to the Company to facilitate the provision of Services; 
2. Any breach of the warranties provided under this Agreement: 
3. Any breach of the Client’s obligations under the Agreement; 
4. Anything done or omitted to be done for the purpose of carrying out any transaction for the Client or providing any Service to the Client or otherwise acting on the Client’s instructions under this Agreement; or (e) Any gross negligence or wilful misconduct by the Client. 

16.2 The Company shall indemnify, defend and hold harmless the Client, from and against any and all losses arising out of, or relating to: 

1. Any actual or alleged infringement of a third party’s intellectual property rights relating to the provision of the Services; 
2. any material breach of the Company’s obligations under the Agreement; or 
3. the negligence or wilful misconduct of the Company or its employees, representatives or agents in connection with the Company’s performance of Services. 

17. Set-Off 

17.1 Save as otherwise set out herein or otherwise expressly agreed, payments or transfers to be made by the Client to the Company under an accepted Agency Execution Request  shall not be subject to any set off or netting against any other amounts due from the Company to the Client. Each payment of any amount owing to the Company hereunder shall be for the full amount due, without reduction, withholding or offset for any reason (including, without limitation, any exchange charges, bank transfer charges, any other fees, other than pursuant to any applicable withholding tax obligations). 

17.2 The Company may, at any time and without prior notice to the Client, set off any liability or debt the Company owes to the Client against any liability the Client owes to the Company, irrespective of the currency or its denomination. 

17.3 Any exercise by the Company of its rights under this clause shall be without prejudice to any other rights or remedies available to the Company hereunder or at law. 

17.4 The Client agrees that this Agreement is intended to be and constitutes a “Netting Agreement” and each transaction executed by the Company, in furtherance to an Agency Execution Request is intended to be and constitutes a “Qualified Financial Contract”, as each term is defined in UAE Federal Decree-Law No. 10/2018 On Netting (the “Netting Law”). The Client agrees that it shall not take any steps or bring any proceedings in any forum to dispute or contest or otherwise seek to challenge the validity or enforceability of this Agreement or any trading transaction on the basis that this Agreement or any such transaction(s) do not constitute or are not part of a Netting Agreement or collectively or individually are not in compliance with or within the scope of the Netting Law. 

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18. Data Protection 

18.1 The Parties agree that they shall comply with all applicable requirements of UAE Data Protection Legislation. This clause 18 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation. 

18.2 For the purposes of the Data Protection Legislation, Lunarark is the ‘Data Controller’ and any personal data provided by the Client to the Company shall be processed in accordance with the Data Protection Legislation, Lunarark’s website Privacy Policy and the Client’s instructions (where applicable). 

18.3 The Company shall, in relation to any Client Personal Data processed for the performance of its obligations under the Agreement: 

1. only process that personal data when the Company has a lawful basis for doing so under the Data Protection Legislation, such as to comply with antimoney laundering and ‘know your customer laws’ applicable to the Company, or to fulfil a contract with the Client. Where the Company is relying on a legal basis for processing, it shall promptly notify the Client of this before performing such processing, unless any Applicable Laws prevent such notice; 
2. where there is no legal basis for doing so, the Company shall only process the Client’s personal data on the written instructions of the Client; 
3. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. These measures will be appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. Such measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of the Company’s systems and services, ensuring that availability of, and access to, personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by the Company; 

4. ensure that all Lunarark’s personnel with access to the Client’s personal data are under express obligations to keep such personal data confidential; 
5. at the written direction of the Client, delete or return the Client’s personal data and copies thereof to the Client on termination of the Agreement unless required by Applicable Laws to store such personal data; 
6. notify the Client without undue delay on becoming aware of a personal data breach; 
7. maintain complete and accurate records and information to demonstrate its compliance with this clause; and 
8. not transfer any Client personal data outside of the United Arab Emirates without obtaining the prior express consent of the Client, and subject to the following conditions being fulfilled: 
9. the Company has provided appropriate safeguards in relation to the transfer; 
   
   2. the data subject has enforceable rights and effective legal remedies in the territory in which the personal data is to be transferred; 
   3. the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is so transferred; 
   4. the Company complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data; and 
   5. assist the Client, at the Client's cost, in responding to any request from a data subject and in ensuring compliance with the Client’s obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators. 

19. Bankruptcy Protection 

19.1 Client assets segregation: The Company agrees to maintain all the Client’s money and Client’s assets in a segregated wallet or wallets that are distinct from the Company’s own operating funds and assets. Such assets and money of the Clients’ shall not be subject to claims by the Company's creditors in the event of insolvency or bankruptcy. 

19.2 Bankruptcy remoteness: In the event of the Company's bankruptcy or insolvency, the client money and assets described above shall remain protected and unaffected by the Company's financial difficulties. The Company shall ensure that such assets are segregated in a manner that isolates them from the Company's estate, thus ensuring that they are not subject to liquidation or claims by the Company's creditors. 

19.3 Custody technology provider and third-party accounts: The Company shall use a reputable, third-party technology provider that enables it to control the Client’s assets for the short period of time that the Client’s asset is in the Company’s control for the purpose of trade.  The Company shall ensure that appropriate agreements are in place with these custodians to protect the Client’s assets and money from being included in the Company’s bankruptcy estate. 

19.4 Client Notification: The Company agrees to notify Clients promptly in the event of any bankruptcy or insolvency proceedings and provide clear instructions on how Clients can retrieve or transfer their assets. 

19.5 Legal Compliance: The Company will comply with all applicable laws and regulations related to the protection of Client assets and money during insolvency procedures. This includes adherence to any specific regulatory requirements for safeguarding client funds in the jurisdiction where the Company operates. 

20. Third-Party Service Providers 

During the course of provision of services, Lunarark may involve third-party service providers or other group entities, in connection with its services and business operations and as may be essential to comply with its obligations under this Agreement. Prior to the engagement of any third-party service providers, Lunarark performs extensive due diligence including detailed security, legal and compliance assessments in order to ensure that its quality standards are met. Lunarark believes in the values of transparency, and therefore sets out details in Schedule 2 (Third Party and Group Entity Service Providers) herein for the identification and description of services performed by thirdparty service providers and entities within Lunarark’s group, engaged by Lunarark for provision of its services in accordance with this Agreement. 

21. Relationship of the Parties 

  Each Party to the Agreement is acting in its capacity as an independent contractor. Neither Party is an agent of the other Party and has no authority to represent the other party as to any matters. Neither Party’s employees shall be considered employees or agents of the other Party, nor shall they be entitled to privileges given or extended to the other Party’s employees. 

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22. Notices 

22.1 All notices, requests and demands to be given under the Agreement shall be in writing and sent to the respective addresses of the parties as notified to the other Party from time to time. 

22.2 All notices shall be deemed duly given: (i) upon delivery, when delivered by hand or by courier; (ii) if sent by mail, upon notice of receipt of mail from the dispatch agent (ii) when sent by electronic mail; the date of sending the email if sent on a business day in Dubai (Monday to Friday), and the next business day when sent on a Sunday or Saturday. 

23. Amendments 

Upon execution of this Agreement or any amendments thereto, the Company will share a digital copy of this Agreement with you at the email address provided by to you to the Company and upon receipt of a written request from you, make available an additional paper (non-electronic) copy of this Agreement. The Client hereby acknowledges and agrees that the Company reserves the right to amend the terms of the Agreement at any time for any reason, including to reflect any applicable regulatory, procedural or legal requirements.  In such event, the Company shall provide a copy of the modified Agreement to the Client 30 days prior to the change taking effect, which shall supersede this version of the Agreement. If the Client does not wish to continue this Agreement because of a change or amendment being proposed, the Client has the right to terminate this Agreement immediately and without charge by giving the Company written notice before the change comes into effect. If the Client fails to cancel during the notice period specified herein, the Client shall be deemed to have accepted the changes and amendments.  

24. Severability 

In the event any provision of the Agreement conflicts with any Applicable Laws or if any such provision is held invalid, void or unenforceable by a court with competent jurisdiction or other authority, the remainder of the Agreement shall remain in full force and effect and shall in no way be affected. 

25. No Waiver 

A delay or omission by either Party hereto to exercise any right, power or remedy under the Agreement shall not be construed to be a waiver thereof, or deprive such Party of the right thereafter to insist upon strict adherence to that provision or any other provision of this Agreement. No provision of this Agreement shall be waived unless such waiver is made in writing and signed by an authorised representative of the Party against which enforcement of the waiver is sought. A waiver shall not constitute a consent to, or waiver of any subsequent breach of any provision of the same or different nature. 

26. Entire Agreement 

This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes any and all prior agreements, understandings or representations relating to the subject matter hereof. References to this Agreement and any other side agreement, contract or document shall be construed as a reference to it or them as varied or supplemented from time to time.

27. Force majeure:  

Lunarark shall not be held responsible for any non-performance or delay of any of its obligations that is caused by circumstances beyond its control which includes, inter alia, acts of God, terrorism or the threat of terrorism or cyberterrorism, sabotage, equipment failures, issuance or operation of any adverse governmental law or regulation, or any other emergency, pandemic or epidemic that prevents Lunarark from operating normally. All such events are ‘force majeure events’ under this Agreement. The Company shall use all reasonable endeavours to bring the force majeure event to a close or to find a solution by which the Agreement may be performed despite the continuance of a force majeure circumstance and/or shall take all reasonable steps to resume performance as soon as is reasonably possible following the cessation of a force majeure event. In any event the Company shall not be liable to the Client for any delayed, partial or non-performance of the Company’s obligations hereunder by reason of force majeure. 

28. Governing Law and Jurisdiction 

28.1 This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, and any requirements of the DMCC and VARA. 

28.2 Any disputes, controversy or claim (including non-contractual disputes) arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of Dubai (excluding the DIFC courts). The Client waives any objection to proceedings in such courts on the grounds that the proceedings have been brought in the wrong or inconvenient forum.  

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SCHEDULE 1: CHARGES FOR SERVICES  

A fee ranging from 0.1% to 5% will be applied to cover all associated costs. The final fee schedule will be determined in consultation with the client and documented accordingly. 

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SCHEDULE 2: THIRD-PARTY AND GROUP ENTITY SERVICE PROVIDERS    

The list below contains identification details of the currently engaged service providers, both third party and group entities of Lunarark, along with a description of the service that each entity performs: 

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SCHEDULE 3: LUNARARK’S GROUP 

The following entities form part of Lunarark DMCC’s group: