This Client Agreement (“Agreement”) sets out the terms governing your use of LBank’s virtual asset exchange services. By registering for an account, accessing our Platform, or using any of our services, you agree to be bound by this Agreement.

This Agreement is between you and LBK EXCHANGE FZE a corporation organized under the laws of the United Arab Emirates, registration number 3155, with offices at FF-222 Office Suite, Zentral Building, Dubai World Trade Centre, Sheikh Zayed Road, Dubai, UAE (“LBank”, “Company”, “we”, “us” or “our”), licensed and regulated by the Virtual Assets Regulatory Authority (VARA).

Throughout this Client 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”, “your” and “Client” refer to any individual or entity that registers for an account or uses the Platform.

For the purpose of this Agreement, the Client and the Company are individually referred to as “Party”, and collectively, as the “Parties”.

All capitalised terms not defined in this Client Agreement shall have the same meaning as given to them

under VARA’s regulations and rulebooks.

BY SIGNING THIS AGREEMENT, YOU AGREE THAT: (A) THIS AGREEMENT SHALL BE THE AGREEMENT BETWEEN THE PARTIES; (B) YOU SHALL BE BOUND BY THIS AGREEMENT AND TO COMPLY WITH THE LAWS, REGULATIONS AND RULES OF ANY APPLICABLE GOVERNMENTAL OR REGULATORY AUTHORITY. PLEASE READ THIS AGREEMENT CAREFULLY.

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 THE PLATFORM AND OUR SERVICES.

YOU  ACKNOWLEDGE  THAT  YOU  HAVE  READ  AND  YOU  UNDERSTAND  AND

ACKNOWLEDGE THE TERMS OF OUR PRIVACY POLICY available here.

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

(a) TERMS OF SERVICE;

(b) PRIVACY POLICY;

(c) RISK DISCLOSURE STATEMENT;

(d) EXCHANGE TRADING RULES;

(e) PUBLIC DISCLOSURES.

BY USING OUR SERVICES, YOU ARE CONSENTING TO THE TERMS OF ALL THE ABOVEMENTIONED DOCUMENTS WHICH FORM PART OF THIS AGREEMENT.

THIS AGREEMENT IS EFFECTIVE FROM THE EFFECTIVE DATE.

1. ABOUT THE COMPANY AND ITS SERVICES

Company and Services

1.1. The Company is licensed by the Dubai Virtual Assets Regulatory Authority (“VARA”) and is authorised to provide Virtual Assets Exchange Services within the Emirate of Dubai. The Company is a part of LBank Group (“LBank Group”) which includes group companies in other countries. The LBank Group comprises multiple regulated and unregulated entities. Regulated entities within the LBank Group provide services ranging from Virtual Assets exchange services to remittances.

1.2. As a part of its VARA license, the Company provides the following services in the Emirate of Dubai:

(a) conducting exchange, trade or conversion between Virtual Assets and fiat currency;

(b) conducting exchange, trade or conversion between one or more Virtual Assets;

(c) matching orders between buyers and sellers and conducting an exchange, trade or conversion between (i) Virtual Assets and fiat currency or (ii) one or more Virtual Assets;

(d) maintaining an order book in furtherance of (a), (b) or (c) above.

(individually, a “Service” and collectively referred to as the “Services”).

We reserve the right to add, modify, amend or otherwise change a Service, in whole or in part, and if we do so, we will provide you adequate notice of such change.

1.3. You acknowledge and understand that the Services are provided through our technological platform (“Platform”), which is made available to you through a specific invitation or request and the details of which is included in Clause 1.13 hereinbelow.

1.4. Through the Platform we will facilitate transactions on the following Virtual Assets as on the Effective Date – [to be inserted after license]. 

1.5. If, due to any factors including a “fork”, or other changes, any previously supported Virtual Asset is no longer supported, we will assess the impact of such change as soon as possible and notify you of all measures adopted by us to reduce any losses. In the event of a change to the blockchain of an already supported Virtual Asset, such as, an upgrade or a “hard fork”, we will post on update on the Platform, and may, at our discretion share related information with you through email, when the Company’s Operations team becomes aware of the same. In the event that the blockchain undergoes such an event, we will communicate to you, to not deposit any impacted Virtual Assets with us during the period of time where such changes are taking place, and will request you to withdraw all the affected Virtual Assets from your Client Virtual Asset wallet. A list of the Supported Virtual Assets is provided in the public disclosures at [https://uae.lbank.com/support/articles/2027271367937753088].

1.6. Post the stabilisation of an impacted Virtual Asset, we will communicate to you that it is safe to resume transacting. If the Company deems the relevant Virtual Asset not to be safe to resume transacting, we will inform you accordingly with the necessary reasoning behind the decision not to resume support.

1.7. Where the Company decides to support new Virtual Assets, the same will be decided on multiple factors such as:

(a) liquidity in the market and available with our partners,

(b) our ability to support settlement on the Virtual Asset,

(c) the Virtual Asset’s reputation in the market and Client demand for the same.

This decision- making process is the same for existing Virtual Assets in the marketplace which LBank currently does not support, and for any newly created Virtual Assets in the market which result for example from an airdrop. The parameters listed in the LBank’s Virtual Asset Standards (available here) shall be considered while taking the decision to support new Virtual Assets.

Territorial Scope of Services

1.8. Services are not directed at or to be distributed to any persons domiciled in any jurisdiction where all or part of the Services may be illegal or otherwise prohibited, restricted, or requiring a regulated license or permission from an authorised regulator, by the laws, regulations, rules of a country or territory or by the order or decision of a governmental, regulatory or judicial authority (collectively referred to as “Applicable Laws and Regulations”).

1.9. The Client is responsible for compliance with Applicable Laws and Regulations within the Client’s

jurisdiction and/or any jurisdiction from which the Client accesses the Platform and/or Services.

1.10. The Client shall not use or access the Platform and/or the Services if:

(a) accessing the Platform and/or Services is illegal or is otherwise prohibited, restricted, or requires a regulated license or permission from an authorised regulator, under the Applicable Laws and Regulations in the Client’s country (whether the Client is a citizen, a resident, or a tax resident) and/or any jurisdiction from which the Client accesses the Platform and/or Services; or

(b) investment into Virtual Assets would be considered as an investment into securities in the Client’s country (whether the Client is a citizen, a resident or a tax resident) and/or any jurisdiction from which the Client accesses the Platform and/or Services.

1.11. Failure to comply with Applicable Laws and Regulations may result in termination of the Client account and loss of any Virtual Assets contained within.

1.12. Any residents of any jurisdiction outside of the UAE entering into this Agreement confirm that they comply with the requirements above and enter into this Agreement on their own initiative and have not been solicited to do so.

Platform

1.13. The Client may access and use the Company’s Services through the Company’s access-controlled Platform available at www.lbank.com/uae.

1.14. The access to the Platform is controlled, and the Company shall provide access to the Platform only after a Client has been onboarded in the manner set out in this Agreement.

2. TYPES OF TRANSACTIONS

2.1. By availing the Services, the Client may undertake any of the following actions:

(a) buy Virtual Asset in exchange for fiat currency (“Buy Order”); or

(b) sell a Virtual Asset in exchange for fiat currency (“Sell Order”); or

(c) swap one Virtual Asset for another Virtual Assets (“Swap Order”).

A Buy Order, Sell Order and Swap Order are collectively referred to as “Orders” and individually as “Order”.

The Services provided by the Company enables a Client to make fiat-Virtual Asset, Virtual Asset-fiat and Virtual Asset-Virtual Asset transactions.

3.  ONBOARDING AND ACCOUNT CREATION

On-Boarding and Know Your Customer

3.1. This section is to be read in conjunction with Section 5 of LBank’s Exchange Trading Rules. In case of any conflict between this Agreement and Section 5 of LBank’s Exchange Trading Rules, this Agreement shall prevail. In order to avail the Services, you are required to create an account (“Client Account”) with us on our Platform. Prior to opening a Client Account on the Platform, you shall complete our onboarding process, that comprises our due diligence and Client verification processes. As part of this process, we have collected the identification documents of the Client and any beneficial owners of the Client, where applicable, including their non-public personal information. You confirm that the information provided by you including personal identification documents and source of funds details, is accurate and complete.

3.2. You acknowledge that, under certain circumstances, we may require additional documentation or information from you. Such requests may be made by us either during or, following the initial due diligence process. If, at any time, you refuse to provide such required information, we reserve the right to: (i) refuse to open a Client Account; or (ii) close a Client Account; or (iii) otherwise limit your access to the Client Account.

3.3. You acknowledge that the Company shall accept you as a Client only after you satisfactorily clear all the verifications required by us, including any required under the anti-money laundering and combatting financing of terrorism (“AML/CFT”) laws, conducted by the Company’s third-party AML/KYC service providers in accordance with the guidelines provided under the UAE’s AML/CFT laws.

3.4. In addition to the initial verifications undertaken by the Company, you may be subject to periodic due diligence and verification by the Company to ensure its ongoing compliance with UAE’s AML/CFT laws. Further, you agree and confirm that you shall immediately inform the Company if there are any changes in the information or documentation provided by you to the Company.

3.5. The Company may, at any time, refuse, restrict or limit the Services made available to you or decide to terminate this Agreement and close your Client Account, if the event you are found to have provided incorrect, incomplete, inaccurate, or false information to the Company.

3.6. UPON COMPLETION OF THE ONBOARDING, WE WILL REGISTER A CLIENT ACCOUNT FOR YOU AND PROVIDE YOU THE CREDENTIALS TO ACCESS THE SAME. THIS AGREEMENT SHALL BE EFFECTIVE FROM THE DATE ON WHICH YOU AGREE TO THE TERMS OF THIS AGREEMENT.

3.7. You acknowledge that the initial due-diligence and ongoing due-diligence undertaken by the Company is a part of the Company’s KYC obligations under UAE’s AML/CFT laws. You are hereby informed that we may also lawfully obtain information about you from other sources to satisfy UAE AML/CFT laws.

3.8. Verification of Identity. You agree to provide all requested personal information including, but not limited to, the following:

(a) For an individual, your name, date of birth/personal code, nationality, residence address, mobile telephone number, email address, taxpayer identification number, acceptable government issued photo identification documentation (e.g., a valid driver’s license, passport, identity card, residence permit) and a “selfie” photograph of you, taken using any electronic device including mobile and laptop, at time of registration (which will be shared by you with the date on which such “selfie” is taken).

(b)  For a corporate entity, the entity’s name, date of registration, registration numbers, license numbers, country of registration, management information, information of ultimate beneficial owners, authorised representative and their identification documents and a “selfie” photograph of the authorised representative taken at time of registration (which will be shared by you with the date on which such “selfie” is taken).

You further acknowledge and agree that the Company may require you to answer additional security questions to confirm your identity. You agree that all information and documentation you provide to the Company shall 100% be truthful, accurate and valid.

3.9. Source of Funds and Source of Wealth. You agree that the Company may on any specific transaction require that you disclose the source of funds and source of wealth you are using and the originating bank account of the funds. You understand and agree the Company is under no obligation to accept or execute an order placed by you.

3.10. Supervisory Authority Disclosures. We may provide information about you and your transactions to supervisory authorities and law enforcement institutions, as described in our Privacy Policy available here and in accordance with UAE’s laws.

3.11. Client Classification. During the process of creation of a Client Account, in line with the VARA’s laws and regulations, we have undertaken a ‘client classification assessment’ on you based on the particulars and information you have supplied to us during the Client onboarding. We will notify you if you have been categorised as a Retail Investor or Qualified Investor     , in accordance with the VARA’s laws and regulations. Your classification status shall be displayed on the homepage of your account on the Platform, for your information. You agree that you will promptly notify the Company of any changes that may affect your classification as a Retail Investor or Qualified Investor.     

4. ORDER EXECUTION

4.1. Each accepted Order will form a part of this Client Agreement and will be subject to the terms listed herein.

4.2. The Parties will comply with the following:

(a) Buy Order: When purchasing a Virtual Asset in exchange of fiat currency, you agree to pay to the Company the principal purchase amount (“Purchase Price”) into the designated Client Money Account of the Company.

(b) Sell Order: When selling a Virtual Asset to the Company, you agree to deposit the relevant Virtual Asset(s), into your designated Client Virtual Asset wallet.

(c) Swap Order: When swapping a Virtual Asset, you agree to deposit the relevant Virtual Asset(s) into your designated Client Virtual Asset wallet. Upon Execution of the Swap Order, the Company will update your Account to reflect the new balance, which can be viewed on your Account dashboard.

4.3. An Order will be deemed to have been executed and/or completed by the Company, when:

(a) Where you are purchasing or selling a Virtual Asset, the updated balance of Virtual Assets and fiat currency is reflected on your account on the Platform after the Order has been Executed;

(b) Where you are swapping a Virtual Asset, the updated balance of Virtual Assets is reflected on your account on the Platform after the Order has been executed.

4.4. You are informed that the designated Client Money Account and the designated Client Virtual Asset wallet      do not benefit from any form of deposit protection.

4.5. We may, at our sole and absolute discretion, either accept or refuse to execute any Order from you. In addition, we may refuse any Orders previously placed by you, provided that we have not acted upon your Orders, for any reason whatsoever including, without limitation, any manifest error or any abusive market practices or strategies indulged by you.

4.6. Not Responsible for Client’s Errors. You acknowledge and agree that the Company is not responsible for issuing refunds of any kind or amount, regardless of whether you were the victim of      fraud, you provided an incorrect wallet address, or any other mistake or error not caused by the Company, its employees or payer correspondents. Client errors shall include:

(i) social engineering attacks, including but not limited to phishing, impersonation, or fraudulent instructions made by third parties; or

4.7.  or compromises arising from the Client’s failure to maintain adequate security over their own access credentials.The Company will ensure that the Client is able to see the summary of all trades executed, rejected or cancelled on their Account dashboard. Furthermore, we shall send a trade summary to you following the completed Order by email.

4.8. For the purpose of provision of Services, the Company will use its own Virtual Assets custody solution provided by Fireblocks. Further, the Company will avail the services of third-party service provider ‘Elliptic’, the global leader in Virtual Assets risk management solutions, to screen the Virtual Assets transactions. The Company shall remain liable for the Client’s Virtual Assets in the course of providing Services to the Clients. After the final settlement of a Virtual Asset Buy Order, Sell Order or Swap Order, the Company shall remain liable for the Virtual Assets only for as long as those Virtual Assets are stored in Fireblocks' custody solution. Upon the withdrawal of Virtual Assets by the Client from Fireblocks' Virtual Asset wallet infrastructure to the Client Virtual Asset wallets outside of the Company’s ecosystem, the Company shall no longer remain responsible for the same.

4.9. During the provision of the Services, LBank uses Fireblocks' Virtual Asset custodial infrastructure, which ensures segregation of the Client's Virtual Assets from the Company's own Virtual Assets, at all times. The Client assets are segregated as per the LBank’s Key and Wallet Management Policy. The Client Virtual Assets will leave the control of the Company only during the following scenarios:

(a) Buy Order/ Swap Order – When the relevant Virtual Assets will be transferred back to the whitelisted Client wallet; and

(b) Sell Order/ Swap Order – When the relevant Virtual Assets will be transferred to the execution partner for the completion of the Services.

4.10. All Client assets, including but not limited to Client Money and Client Virtual Assets will remain owned by the Client. 

4.11. The Company places a high degree of emphasis on managing its risks, including financial, operational, market, risk of loss and technological risks while providing the Services. The Company seeks to embed risk awareness, transparency, and accountability in the management culture. A strong emphasis will be placed on the timely identification and reporting of risk exposures and in the strategic analysis of prevailing or anticipated risks.

4.12. Clients acknowledge that the use of the Services may involve risks of loss, including losses resulting from a failure of the Services provided by the Company, including custody      (through Fireblocks), liquidity risks, operational risks and market risks. To mitigate such risks, the Company has implemented a comprehensive risk management framework, which includes the following measures:

(a) use of institutional-grade wallet infrastructure and multi-party computation arrangements through Fireblocks to safeguard Virtual Assets;

(b) segregation of Client assets from the Company’s proprietary assets, ensuring clear ownership and protection of Client funds;

(c) regular reconciliations of Client asset holdings and independent audits of safeguarding procedures;

(d) maintenance of insurance arrangements, business continuity, and disaster recovery planning;

(e) governance and oversight by Senior Management, with periodic review and updating of policies to reflect evolving risks and regulatory requirements; and

(f) all other mechanisms and processes as laid down by the Company in its Risk Management Policy.

5. CHARGES

5.1. Please refer to the Terms of Service for information on the applicable charges and fees.

6. REPRESENTATIONS AND WARRANTIES

6.1. You hereby represent and warrant to us, at all times, that:

(a) all documents and information you provide to us are true, accurate, complete, and up to date in all respects, and may be relied upon by us;

(b) all decisions made in connection with these Terms were solely and exclusively based on your own judgment and after your own independent appraisal of your financial resources, ability and willingness to take relevant risks and financial objectives;

(c) you have full power, authority, and capacity to (a) access and use the Platform and/or the Services; and (b) enter into and deliver, and perform your obligations under these Terms and any agreement entered into pursuant to, or in connection with, these Terms;

(d) these Terms and any agreement entered into pursuant to, or in connection with, these Terms constitute valid and legally binding obligations, enforceable against you in accordance with their respective terms;

(e) you are not a Restricted Person;

(f) if you are a legal entity, you are duly incorporated, duly organized, and validly existing under the laws of your jurisdiction and have full power to conduct your business. If you are an individual, you are not less than 18 years old;

(g) your access and use of the Platform and/or the Services, your execution and delivery of, and the performance of your obligations under these Terms and any agreement entered into pursuant to, or in connection with, these Terms, will not:

1. if you are a legal entity, partner in a partnership or trustee of a trust result in a breach of or conflict with any provision of your constitution, articles of association, partnership agreement, trust deed or equivalent constitutive documents;

2. result in a breach of, or constitute a default under, any instrument, agreement, document or undertaking to which you are a party or by which you or any of your property is bound or subject; and

(h) result in you, or cause us or any third party to, breach any Applicable Law, decree or judgment of any court, or any award of any arbitrator or those of any governmental or regulatory authority in any jurisdiction.

6.2. 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. While performing the Services, the Company will act honestly, fairly and in the best interests of our Clients and the integrity of the Virtual Asset market in Dubai and the UAE.

7. MODIFICATIONS TO THIS AGREEMENT

7.1. The Company may change or modify this Agreement, including fees and charges under this Agreement, by providing you via the Platform a prior notice of at least 30 calendar days’. We will explain the reason for the change when we provide you with a notice of the change. We will ensure the most recent version of this Agreement is always available on the Platform. We may change the terms of this Agreement for any reason including but not limited to the following:

(a) To make the Agreement easier to understand or fairer to you;

(b) To correct any error we have identified in the Agreement;

(c) To cover any improvement or change to our Services;

(d) To reasonably respond to changes or anticipated changes in the general banking market, to industry guidance or codes of practice;

(e) As a result of changes in technology, the systems we use to run our banking business and/or market practice;

(f) To ensure that we comply with legal or regulatory requirements and guidance such as a direction from the local Financial Intelligence Unit.

(g) As a result of a change or forthcoming change in law, or a decision or recommendation by the courts;

(h) As a reasonable response to actual or expected increases in our costs in providing the Services.

7.2. If you do not want to continue this Agreement because of a change we are making, you have the right to terminate this Agreement immediately and without charge by giving us written notice before the change comes into effect within the notice period set out in in Clause 9.1 above. However, in the event that you do not cancel during the notice period specified in Clause 9.1 hereinabove, and you continue to access and use the Services then you will be deemed to have accepted the changes, which will then apply to you.

7.3. The Company will also maintain a record of all versions of this Agreements and be able to identify all changes made between the versions and will retain and preserve such versions in accordance with the Applicable Laws and Regulations.

8. ACCOUNT SAFETY AND MAINTENANCE MEASURES

8.1. Please refer to Section 6.5 of the Terms of Service for further information on Account Safety and Maintenance Measures.

9. TERMINATION

9.1. Termination by Client. You may terminate this Agreement for any reason by giving us at least 30 calendar days’ notice. Notice must be given to us by email to uaesupport@lbank.com and must include details of your whitelisted bank account, Virtual Asset wallet or other withdrawal destination to which (subject to Know Your Customer procedures) we may return any fiat currency or Virtual Assets remaining within your Client Account following deduction of any charges, dues or other sums properly due to the Company.

9.2. Termination by Company for Cause. This Agreement may be immediately terminated, in whole or in part, by notice given to you by the Company in case of any of the following circumstances:

(a) if you meet any of the stipulations listed in Section 14 of LBank’s Exchange Trading Rules or Section 13 of the Terms of Service;

(b) if you are in breach of the terms of this Agreement or any other instruction or communication provided to you by the Company;

(c) if you fail to pay the Charges or any other fees, costs, expenses or other monies due to Company at the time at which such monies become due and payable;

(d) if Company receives written confirmation of your dissolution or winding up or you become bankrupt, insolvent or are subject to any analogous insolvency procedure in any relevant jurisdiction;

(e) if you unable to pay your debts as they become due, or make a general assignment or composition with or for the benefit of creditors, or become the subject of insolvency, bankruptcy or similar proceedings, or a petition is presented for your winding- up or liquidation or an administrator or liquidator is appointed over all or substantially all of your assets;

(f) if Company receives an order from a court or other regulatory authority to terminate this Agreement;

(g) if you are dissolved, or, if your capacity or existence is dependent upon a record in a formal register, such registration is removed or ends, or any procedure is commenced seeking or proposing your dissolution, removal from such a register or ending of such registration;

(h) if the Company believes that funds used by you 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 you are otherwise in violation of any AML/CFT laws;

(i) if you do not, upon request by Company, provide the Company with any information or documents relating to you and/or your Client Account;

(j) if the Company deems that the continuing to provide Services to you poses a reputational, regulatory, operational, or any other risk to Company;

(k) if the Company believes that you may be in breach of any Applicable Law;

(l) if you have been found to have provided incorrect, incomplete, inaccurate or false information to the Company;

(m)  you have seriously or persistently breached this Agreement, or we have a reason to believe that you have used, or intend to use the Platform or the Client Account for fraudulent or other unlawful purposes;

(n) if, despite reasonable attempts by the Company to communicate with you using your address or any other contact details on record, the Company has been unsuccessful.

9.3. Termination by Company for Cause. The Company may terminate this Agreement, in whole or in part, for any reason by giving you at least 30 calendar days’ notice in writing. We will serve to notify you of your most recently updated email address.

9.4. Consequences of Termination.

(a) Following termination of this Agreement, Company shall determine whether to complete any outstanding transactions or obligations. For the avoidance of doubt, you agree that you shall be responsible for the payment of any costs, fees, charges, expenses, levies, taxes and duties incurred by Company, in relation to any such outstanding transactions at the time of termination. Any outstanding fees, costs and expenses incurred by the Company at the time of termination or resulting from such termination shall become due and payable by the Client immediately upon termination.

(b) Any pending Orders at the time of the termination of this Agreement shall be cancelled automatically without the need for any further notice to you. After deductions of any amounts or charges owed to us, the Company shall transfer any fiat currency or Virtual Assets of the Client in the Company’s control to the Client designated bank account and Virtual Asset wallet respectively.

(c) You understand and agree that the date of refund to you by the Company (if applicable) may be different from the date your Client Account is closed.

(d) Clauses 12, 13, 14, 17.1, 17.4, 20, 21.3 and 21.4 shall survive termination of this Agreement. Post termination, Clauses 18.3 and 18.4 shall survive for the period specified therein.

10. LIABILITY

10.1. Please refer to Section 20 of the Terms of Service.

11. INDEMNITY

11.1. Please refer to Section 21.4 of the Terms of Service.

12. SET OFF

12.1. The Company may, at any time and without prior notice to you, set off any liability or debt the Company owes to you against any liability that you owe to the Company, irrespective of the currency or its denomination. If the liabilities to be set off are expressed in different currencies, the Company may convert either liability at an exchange rate which the Company deems reasonable for the purpose of such set off.

12.2. Any exercise by the Company of its rights under this Clause 14 shall be without prejudice to any other rights or remedies available to the Company hereunder or at law.

12.3. You agree that this Agreement is intended to be and constitute a “Netting Agreement” and each transaction executed by the Company, in furtherance to an Order 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”). You agree that you 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.

13. ERROR RESOLUTION AND CUSTOMER SERVICE

13.1. Error Resolution and Customer Service Contact. We are committed in delivering “best in class” services. If you experience an error or problems using our platform, or the Services, or to report a complaint to us, please contact us at uaesupport@lbank.com. Please contact us as soon as possible if you become aware of a transaction error or any other problems related to the Services.

13.2. Complaints’ Handling. Complaints about our Services or the Platform will be dealt with in accordance with our complaints handling procedure. You can obtain further detailed information on your rights by contacting the Company via the contact details provided above.

14. NO OBLIGATION AND RELATIONSHIP

14.1. While this Agreement governs any transactions or other contracts which the Company enters into with a Client, it does not impose any obligation on the Company to accept any Orders submitted by a Client or to proceed with any transaction.

14.2. 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.

15. COMMUNICATION

15.1. Notices. You agree to accept all communications from us via email. If we send an email to the email address on record for your account, you agree and understand that this constitutes notice from us to you. If you email us, this constitutes notice from you to us. For all notices made by email, the date of receipt is considered to be the date of transmission.

15.2. When communicating for placing and confirming an Order, the Parties agree that communication through a Communication Channel is valid and the requirements under Clause 15.1 are not required to be complied with.

15.3. Language. This Agreement and all documents and information in connection with the Agreement and the Platform will be provided in English. We will communicate with you in connection with the Agreement in English, and we will only accept instructions and notices form you given in English.

16. SIGNATURES

16.1. Acceptable Signatures. You agree that the Company may elect to rely on a signature that is transmitted, recorded or stored by any electronic, optical or similar means (including telecopy, imaging, photocopying, electronic mail, electronic data interchange, telegram or telex) as if it were executed physically with wet signatures. Such signatures may create legally binding contract under the UAE laws.

17. APPLICABLE LAW AND JURISDICTION

17.1. Applicable Law. This Agreement shall be governed by the laws applicable to the Emirate of Dubai, United Arab Emirates.

17.2.  Jurisdiction. In case of any disputes in relation to this Agreement or any Orders (including the execution and settlement thereof), you agree to submit to the exclusive jurisdiction of the Dubai Courts (excluding the DIFC courts).

18. MISCELLANEOUS

18.1. Assignment. This Agreement, or your rights and obligations hereunder, may not be transferred by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void. This Agreement shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.

18.2. Third parties. A person who is not a party to this Agreement shall not have any rights to enforce any term of this Agreement.

18.3. Waiver. Failure by any Party to exercise or enforce any rights available to that Party or the giving of any forbearance, delay or indulgence by any Party shall not be construed as a waiver of that Party’s rights under 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.

18.4. Severability. If any provision of this Agreement is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.

18.5. Intellectual Property: Client agrees and acknowledges that the Company 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 the Company, its suppliers and licensors, unless expressly indicated otherwise by the Company. 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.

18.6. Entire Agreement. This Agreement (together with any documents referred to therein) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. The Company will provide you an electronic copy of this Agreement upon the terms hereunder being accepted by you. You understand that the Company will not provide you with an additional paper (non-electronic) copy of this Agreement unless you specifically request it by contacting us at the email address provided herein.

18.7. Force Majeure. We shall not be in breach of this Agreement nor liable for any loss you may suffer if we are prevented from providing Services, by reason of strikes, industrial action, failure of power supplies, failure of banking payment transmission or clearing systems (save insofar as we are legally liable), failure of telecommunications or other equipment, industrial dispute or other causes beyond our reasonable control.

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