1.1

Selini Capital FZE ("Selini Capital") is a freezone establishment, registered in the Dubai World Trade Centre with trade licence No. L-3392 with registered offices at Level 3, The Offices 3, One Central World Trade Centre, Sheikh Zayed Road, Dubai, 9573, United Arab Emirates. Selini Capital is regulated by the Dubai Virtual Assets Regulatory Authority ("VARA") to carry out broker-dealer services, in or from the Emirate of Dubai, including its free zones, but excluding the Dubai International Financial Centre.

2.1

VIRTUAL ASSETS MAY LOSE THEIR VALUE IN FULL OR IN PART AND ARE SUBJECT TO EXTREME VOLATILITY. INVESTING IN VIRTUAL ASSETS INVOLVES SIGNIFICANT RISKS AND MAY NOT BE SUITABLE FOR ALL INVESTORS. YOU SHOULD CONSIDER CAREFULLY WHETHER OR NOT ANY PRODUCT IS SUITABLE FOR YOU IN LIGHT OF YOUR CIRCUMSTANCES AND FINANCIAL POSITION, AND IF IN ANY DOUBT, SEEK PROFESSIONAL ADVICE.

2.2

YOU ACKNOWLEDGE THAT NEITHER CLIENT VIRTUAL ASSETS NOR CLIENT MONEY HELD OR CONTROLLED BY SELINI CAPITAL BENEFITS FROM ANY FORM OF DEPOSIT PROTECTION.

2.3

YOU ARE SOLELY RESPONSIBLE FOR YOUR INVESTMENT DECISIONS, AND WE SHALL NOT BE LIABLE FOR ANY TRADING LOSSES INCURRED.

2.4

YOU ACKNOWLEDGE THAT THE USE OF SERVICES PROVIDED BY SELINI CAPITAL INVOLVES CERTAIN RISKS. THESE INCLUDE, BUT ARE NOT LIMITED TO, SYSTEM FAILURES, CYBERATTACKS, INTERNAL CONTROL BREACHES, INSOLVENCY EVENTS, OR THIRD-PARTY SERVICE DISRUPTIONS, WHICH MAY LEAD TO THE PARTIAL OR TOTAL LOSS OF VIRTUAL ASSETS HELD ON BEHALF OF THE CLIENT. WHILE SUCH EVENTS ARE UNLIKELY, THE CLIENT AGREES TO ASSUME THESE RISKS, EXCEPT WHERE SUCH LOSS ARISES DUE TO THE GROSS NEGLIGENCE, WILFUL MISCONDUCT, OR FRAUD OF SELINI CAPITAL. TO MITIGATE THESE RISKS, SELINI CAPITAL HAS IMPLEMENTED A ROBUST RISK MANAGEMENT FRAMEWORK WHICH INCLUDES, BUT IS NOT LIMITED TO, THE FOLLOWING MEASURES:

2.4.1

SEGREGATION OF CLIENT MONEY AND CLIENT VIRTUAL ASSETS: CLIENT MONEY AND CLIENT VIRTUAL ASSETS, SUBJECT TO THESE TERMS, ARE HELD IN SEGREGATED WALLETS, ENSURING CLEAR DISTINCTION FROM SELINI CAPITAL'S PROPRIETARY HOLDINGS.

2.4.2

MULTI-SIGNATURE WALLET ARCHITECTURE: CUSTODY WALLETS ARE SECURED USING MULTI-SIGNATURE PROTOCOLS TO PREVENT UNAUTHORIZED OR UNILATERAL ACCESS.

2.4.3

THIRD-PARTY CUSTODY INTEGRATION: WHERE APPLICABLE, SELINI CAPITAL PARTNERS WITH INSTITUTIONAL-GRADE, REGULATED CUSTODY PROVIDERS TO ENHANCE ASSET PROTECTION.

2.4.4

CYBERSECURITY SAFEGUARDS: SELINI CAPITAL DEPLOYS INDUSTRY-STANDARD CYBERSECURITY MEASURES, INCLUDING ENCRYPTION, ACCESS CONTROL, INTRUSION DETECTION, AND 24/7 MONITORING.

2.4.5

BUSINESS CONTINUITY & DISASTER RECOVERY PLANS: RESILIENT INFRASTRUCTURE AND DOCUMENTED RECOVERY PROTOCOLS ENSURE SERVICE CONTINUITY DURING DISRUPTIONS.

2.4.6

INDEPENDENT AUDITS: REGULAR EXTERNAL AUDITS AND SECURITY ASSESSMENTS ARE UNDERTAKEN TO VALIDATE OPERATIONAL INTEGRITY.

2.4.7

TRANSACTION MONITORING: ALL TRANSACTIONS ARE SUBJECT TO AUTOMATED SCREENING FOR SUSPICIOUS ACTIVITY OR SANCTION EXPOSURE USING SPECIALIZED TOOLS.

2.4.8

CLIENT TRANSPARENCY: CLIENTS ARE PROVIDED WITH TRANSACTION CONFIRMATIONS, PERIODIC ASSET STATEMENTS, AND TIMELY NOTIFICATIONS OF ANY MATERIAL INCIDENTS.

YOU ARE ENCOURAGED TO INDEPENDENTLY ASSESS THESE RISKS AND SAFEGUARDS IN LIGHT OF YOUR OWN RISK APPETITE AND INVESTMENT PROFILE. USE OF SELINI CAPITAL'S SERVICES CONSTITUTES ACCEPTANCE OF THIS RISK FRAMEWORK.

2.5

PLEASE SEE OUR RISK DISCLOSURE STATEMENT FOR MORE INFORMATION ON THE POTENTIAL RISKS YOU MAY ENCOUNTER.

3.1

This Client Agreement "(Agreement", "Terms") establishes the relationship between Selini Capital ("VASP," "we," "us," or "our") and you ("Client," "you," "your").

3.2

These Terms apply to your use of the Services provided by Selini Capital through its OTC Trading Platform available on the Selini Capital website or any affiliated programs (collectively, the "Site").

3.3

By clicking "I Agree", and signing up to open an Account, or otherwise use the Site, you acknowledge that you have read, understood, and agree to be bound by these Terms, which include our Public Disclosures Policy, as well as our Privacy Policy and policies listed on our website, as updated and amended from time to time. If you do not understand and accept these Terms in their entirety, you should not use our Services. Capitalized words in these Terms have the meaning set out in Definitions section (see Section 48).

3.4

A copy of these Terms shall be sent to you by email upon signing up to open an Account. In addition, we will ensure that the current version of the Terms is always published on our webpage.

4.1

To be eligible to register for a Selini Capital Account and use the Services, you must:

4.1.1

be an individual, corporation, or legal person, entity or other organisation with the full power, authority and capacity to enter into and comply with your obligations under these Terms;

4.1.2

if you are an individual, be at least eighteen (18) years old;

4.1.3

meet the eligibility requirements to be classified as an Institutional Investor or Qualified Investor as such terms are defined under the VARA Rulebook

4.1.4

not have previously been suspended or removed from using the Services; and

4.1.5

not be located, incorporated, or otherwise established in or resident of a Prohibited Jurisdiction.

4.2

When you register for an Account, based on the information you provide to us, we will classify you as a Qualified Investor or an Institutional Investor. We reserve the right to amend our eligibility criteria at any time at our sole discretion.

4.3

You hereby represent and warrant to Selini Capital that you will notify us of any change in your circumstances which may affect your ability to meet the eligibility criteria or may result in a change to your classification. If you no longer meet our eligibility criteria at any time (including because of a change to your circumstances or to our eligibility criteria), or if your client classification changes, we may (in our sole discretion) suspend or terminate your ability to access and use some or all of the Services on our Site.

4.4

The Services are further subject to risk tolerances and limits imposed by Selini Capital from time to time, as well as verification and fraud monitoring or detection tools (the "Risk Controls"), which may dictate your eligibility criteria to use the Services. The Risk Controls may be general or specific to you and may dictate the minimum trade amounts prescribed for any or all the Virtual Assets made available by Selini Capital from time to time.

4.5

Selini Capital reserves the right to refuse or discontinue offering the Services to you if this eligibility criteria is not met by the Client at any time.

5.1

Fiat currency in your Fiat Account may be held or transferred to bank accounts located in the United Arab Emirates or, subject to regulatory approval, elsewhere as part of our Services to you. Only Virtual Assets sent from pre-approved whitelisted addresses will be able to deposit into your Virtual Asset Account. Virtual Assets held in your Virtual Asset Account will be held or transferred to wallet addresses located in the United Arab Emirates or elsewhere in accordance with these terms and conditions as part of our Services to you.

5.2

When you create an account, you agree to: (i) create a strong password that you do not use for any other website or online service; (ii) maintain the security of your account by protecting your password and restricting access to your account; (iii) promptly notify us if you discover or otherwise suspect any security breaches related to your account; and (iv) take responsibility for all activities that occur under your account and accept all risks of any authorized or unauthorized access to your account, to the maximum extent permitted by law. You agree that you will not grant any person access to your account, except as described herein, as granting access may violate Applicable Laws.

5.3

You are responsible for monitoring your account and transaction history. You may report any unauthorized or suspicious activity to Selini Capital using the contact information provided below.

5.4

Fiat currency deposits must be received from bank accounts that have successfully complied with our procedures, otherwise such deposits will be rejected and returned immediately. Deposits and withdrawals of Virtual Assets will be processed based on the authentication and approval procedures prescribed by Selini Capital from time to time and may be delayed in the event of scheduled downtime or disruptions in the network we use. We are not responsible for any delays in deposits or withdrawals of fiat currency or Virtual Assets. You agree, represent, and warrant that all funds in your account, or funds exchanged or to be exchanged by you in the future on Selini Capital, are not the direct or indirect proceeds of any criminal or fraudulent activity.

5.5

You are not allowed to receive funds in your account from a sender other than yourself. Any funds you receive from a sender other than yourself will be considered unauthorized. We reserve the right to investigate the source of any funds in your account and determine, in our sole discretion, how to handle their disposition. Following our review of any funds in question and the circumstances by which you received them, we may determine that you are not the owner of such funds. If such a determination is made, we reserve the right to dispose of these funds in accordance with Applicable Laws and in our sole discretion, which may include, returning them to the destination of their origin or to a charity of our choosing.

6.1

To use the Services, you agree to provide us with the information we request for the purpose of identity verification and client onboarding. You will need to complete certain verification procedures before you are permitted to start using the Services. If you do not provide all the information that we ask for, we might restrict, suspend or terminate the provision of the Services we make available to you.

6.2

We reserve the right to refuse account registration if the onboarding requirements are not met.

6.3

We may, in our sole discretion, request additional documents to satisfy our internal compliance requirements or other regulatory requirements as set out under Applicable Law.

7.1

Once you have opened a Selini Capital Account, you will be able to use the Services. Selini Capital operates a virtual asset trading platform ("OTC Trading Platform") that enables Clients to place Orders and engage in trades through two primary methods:

7.1.1

Request Trade Quotes ("RFQ Trading"). Clients can submit an Order (buy/sell virtual assets for fiat or other virtual assets). Selini Capital traders will provide a quoted price based on the factors set out in Section 8, and the Client may accept the quote to facilitate the trade.

7.1.2

Automated Streaming Price Trading. Clients can view real-time indicative streaming prices and place Orders through the OTC Trading Platform.

7.2

You acknowledge that to access Automated Streaming Price Trading, you must register a pre-whitelisted address with Selini Capital and maintain Pre-Funded Assets in your Account.

7.3

Clients can place an Order on the OTC Trading Platform through an Agreed Communication Channel which includes both the Voice Trading and the Single Dealer Portal. Both methods ensure seamless trade execution while maintaining transparency and efficiency in Order execution.

7.3.1

In Voice Trading, Clients communicate trade requests through a designated chat medium, where Selini Capital accepts and executes orders based on direct client interaction.

7.3.2

The Single Dealer Portal is an electronic platform that facilitates trade execution by streaming indicative prices and the ability to place an Order.

7.4

You acknowledge that Selini Capital does not provide investment, financial, tax, or legal advice. All Orders executed through the OTC Trading Platform are made at the Client's discretion. Clients are solely responsible for evaluating the risks before placing any Orders on the platform.

8.1

You acknowledge and agree that Selini Capital shall determine the prices in its sole discretion. Selini Capital's quoted prices are inclusive of the source price and internal margin determined solely by Selini Capital. Selini Capital shall communicate the fees to you using any of its Agreed Communication Channels. By way of example we may charge spreads on Orders as set out below:

8.1.1

Principal Spread: Selini Capital may act on a principal basis and will charge a spread by quoting a price above the prevailing mid-market value.

8.1.2

Agency Spread: When Selini Capital executes a transaction on an agency basis, it will add a fixed spread to the final executed price.

8.2

Selini Capital endeavours to provide bid and offer prices that are up to date. Nonetheless, prices are subject to constant change and circumstances may arise where prices provided to you are invalid by the time that an Order is received by Selini Capital in relation to a price request. This may include, but is not limited to, instances where the quality or speed of your connectivity causes delay or market volatility is causing prices to change rapidly. An Order submitted in relation to a price that is no longer valid will be rejected.

8.3

Each Order is priced based on prevailing market conditions and liquidity at the time of execution. The final price applicable to any Order will be determined at the moment of execution and will be displayed prior to order confirmation. We do not guarantee any specific price prior to execution.

9.1

Selini Capital operates in two primary capacities - Principal and Agency.

9.1.1

As Principal, Selini Capital fills Orders from its own account.

9.1.2

As Agent, Selini Capital executes an Order on behalf of its Client and adopts measures to ensure the execution of Client Orders is handled appropriately.

9.2

Selini Capital is committed to fair and transparent order execution. When executing Client Orders, as an Agent, Selini Capital ensures that Client Orders are executed at the best available price, taking into consideration market conditions, order size, speed, market liquidity, volatility, and cost.

9.3

In determining the best execution outcome, Selini Capital considers a range of market and trade-specific factors, including but not limited to:

9.3.1

Market characteristics of the relevant Virtual Asset, including price, spreads, volatility, relative liquidity, and communication constraints.

9.3.2

Order size and type, ensuring that execution aligns with the market depth and trading conditions.

9.3.3

Available liquidity sources, including the number and quality of markets or counterparties reviewed for price discovery.

9.3.4

Execution feasibility, taking into account the accessibility of quotes under current market conditions.

9.3.5

Order terms and conditions, as communicated by the Client prior to execution.

9.4

Selini Capital does not operate a public exchange or order book.

9.5

Conflicts of interest in execution and routing are identified and managed to prevent unfair treatment of clients. Selini Capital does not accept payments or incentives from third parties in exchange for directing client orders to specific venues. Clients will receive a breakdown of fees and commissions retained by Selini Capital before execution. The company regularly reviews order execution quality and adjusts routing practices accordingly.

10.1

You agree that you must deposit with Selini Capital the full amount required for an Order of relevant Virtual Assets and/or fiat currency for an Order to be valid (the "Pre-Funded Assets"). You shall not withdraw, attempt to withdraw, transfer, alienate or provide a lien or charge to any third party on any Pre-Funded Assets held by Selini Capital to satisfy your obligation under any Order.

10.2

Whenever we receive Pre-Funded Assets from you which have been pre-funded without a corresponding Order (an "Funds for an Anticipated Order"), your funds shall be deposited into:

10.2.1

in the case of fiat, an omnibus account in the name of "Selini Capital FZE - Client Omnibus Account" (the "Omnibus Account"); or

10.2.2

in the case of Virtual Assets, your Client Virtual Asset Wallet to be held on your behalf as "Client Virtual Assets" under Part V of the VARA Compliance and Risk Management Rulebook.

10.3

Funds for an Anticipated Order denominated in fiat shall be held in the Omnibus Account for a period of seventy-two (72) hours from the time of receipt by us. The transfer is for the purpose of (i) facilitating the anticipated execution and settlement of your orders, (ii) covering your obligations pursuant to Section 10.1, and (iii) enabling us to provide the services under these Terms. You acknowledge and agree that such deposit is appropriate and necessary in order for us to deliver the services efficiently (including executing your Orders) and to manage our liquidity and risk exposure. Save as set out in Section 10.5.3, we will not use your assets for any purpose other than to hold them in preparation for an Order from you.

10.4

AssetsFunds for an Anticipated Order denominated in fiat transferred to us in accordance with Section 10.3 above will be recorded by us as a repayment obligation owed by us to you, equal to the amount transferred. As the Pre-Funded Assets held by us in this manner, our obligation to you is contractual in nature. We will not hold such assets on your behalf as "Client Money" under Part IV of the VARA Compliance and Risk Management Rulebook. You understand and acknowledge that during the period set out in Section 10.3

10.4.1

any Pre-Funded Assets denominated in fiat that we receive from you will not be held in an individually segregated Client Account

10.4.2

Pre-Funded Assets denominated in fiat will not benefit from the trust, safeguarding, segregation or insolvency protections afforded to Client Money under VARA’s rules; and

10.4.3

you will rank as an unsecured creditor in respect of such assets in the event of our insolvency.

10.5

Immediately after the expiry of the seventy-two (72) hour period expired referred to in Section 10.210.3, in relation to Funds for an Anticipated Order denominated in fiat we, in our sole discretion, will either:

10.5.1

treat the funds as Client Money, and pay them into your Client Account;

10.5.2

return the funds to you using the pre-approved bank accounts which have successfully complied with our procedures; or

10.5.3

within one (1) hour, execute an Order on your behalf to convert the funds into a fiat backed virtual asset of our choosing from our list of approved Virtual Assets (as advertised on our website), the resultant Virtual Assets shall be treated as Client Virtual Assets and paid into your Client Virtual AssetAssets Wallet within one (1) calendar day of execution of the Order. The Order will be executed as a market order on a trading venue selected at our sole discretion in accordance with Section 9. The achieved market price, being the actual execution price (or the volume-weighted average of execution prices, where filled across multiple price levels) at the time of execution, will be reported to your Account following completion of the Order. Fees for such Order shall be charged in accordance with these terms.

10.6

This arrangement shall apply only to clients who are classified as Institutional Investor or Qualified Investor under applicable laws and regulatory frameworks. If you do not qualify as a Institutional Investor or Qualified Investor or are uncertain of your classification, you must notify us immediately. We reserve the right to apply alternative arrangements, including Client Money and Client Virtual Asset segregation, where appropriate or required.

10.7

We shall not be liable for the diminution of value of any resultant assets following an Order executed under Section 10.5.3.

11.1

When Selini Capital acts as Principal, you acknowledge that when you enter into Transactions on our platform, Selini Capital executes trades on a principal basis using its OTC Trading Platform. Therefore, you will be dealing directly with us, and we will facilitate the transaction using our liquidity sources.

11.2

Selini Capital reserves the right, at its sole discretion, to modify, suspend, or discontinue any part of its service offerings at any time, including but not limited to the methodologies, tools, and platforms used to facilitate Voice Trading and the Single-Dealer Portal.

11.3

Any changes to the service provisions will be communicated to Clients via the Site or Agreed Communication Channels.

11.4

Such changes shall not affect trades that have already been executed or are in progress unless otherwise required for compliance, risk management, or technical reasons.

12.1

We are authorized to accept and act upon Instructions received from you or your authorized person(s), subject to these Terms.

12.2

We may assume the authenticity of any Instructions (by whatever means transmitted, including by telephone and not confirmed in writing) given or purportedly given by you or any authorized person and may rely on them conclusively, without further enquiry as to the genuineness, authority or identity of the person giving or purporting to give such Instruction. We shall not be bound to act in accordance with the communications or Instructions of any person other than you. Our liabilities shall be fully discharged by acting on any such Instructions, notwithstanding any notice received that your authority to act on behalf of your principal has been revoked or varied. Where telephone or electronic Instructions are involved, we may (but shall not be obliged to) rely on instructions purportedly given by only one (1) of your authorised signatories, notwithstanding any authority which you may have provided to us stipulating that we should only take action pursuant to receiving instructions from two (2) or more of your authorised signatories.

12.3

Any oral or written Instructions received by us in respect of any Transaction and identified as to proper authority to our satisfaction shall be deemed to be your proper and duly authorised Instructions and shall be binding on you, and we shall not be liable for acting upon such Instructions even if such Instructions contain an error or are not authentic or duly authorised.

12.4

The Client is responsible for ensuring the accuracy and completeness of the Instructions. The Client acknowledges and agrees that once an Instruction has been given, it cannot be revoked, and if acted on by Selini Capital, the Instruction will be binding on the Client.

12.5

We shall carry and administer proper, complete and accurate instruction log files, which shall reflect all Instructions, including Orders, issued by you to us. In doing so, we shall be entitled to employ traditional or electronic means to capture, route, record, process and archive your verbal and written instructions. Except in cases of manifest error or omission, our instruction logs shall serve as conclusive evidence of your Instructions.

12.6

Where you provide Instructions to us by way of an electronic order routing system, such Instructions will become an order when we send an acceptance of the Instruction. Where you provide Instructions to us other than by way of telephone or electronic communications, such communications must be made in a durable medium in electronic format (including, in the case of face-to-face conversations or meetings, by use of written minutes or notes). You shall immediately inform us if you do not receive an acceptance of your Instruction promptly or if the acceptance received is inaccurate in any way.

12.7

We may, at our sole discretion, refuse to accept any Instruction or execute any Order if we determine it to be ambiguous, raise concerns, or contravenes Applicable Laws or our internal policies. We shall bear no responsibility nor be liable to you in any manner whatsoever for such refusal or for any consequences arising as a result.

13.1

Upon acceptance of your order for a Transaction by us, we may, at our sole discretion and without prior notice to you, arrange for the order to be carried out.

13.2

Where we are required to deliver Virtual Assets to you in connection with a Transaction, we will—subject to the other provisions of this clause—transfer the relevant Virtual Assets to the digital wallet(s) agreed between you and us from time to time. We do not warrant that such delivery of Virtual Assets will, in any jurisdiction, suffice to transfer legal or beneficial title in those Virtual Assets to you.

13.3

Upon our request and within the time frame requested, you will provide us with all information required including that required, to settle any Transaction on your behalf.

13.4

We will not be obliged to settle any Transaction and shall owe no payment or delivery obligation to you until we have received all necessary documents or cleared funds from you. We shall not be deemed to be holding property on your behalf pending settlement of a Transaction.

13.5

Our obligation to deliver the proceeds of any Order to you will be conditional on prior receipt by us of appropriate documents or cleared funds from you.

13.6

If we are not in possession of Virtual Assets or fiat currencies at the time you instruct us to sell them on your behalf, you undertake to deliver those assets to us prior to the relevant settlement date. In the event of non-delivery, you irrevocably authorise us to purchase an equivalent Investment to cover your position and to charge any resulting loss (including loss, obligation, penalty, action, damages, judgment, suit, liability, costs, expenses or disbursement of any kind or nature whatsoever, including any cost of enforcement to you).

13.7

You undertake, before the maturity of any Transaction which constitutes a short position, to provide us with all the necessary documents relating to delivery of the relevant position. If you fail to do so, we may, without demand or notice, cover the position in the manner we consider most appropriate.

13.8

Unless we expressly agree to the contrary, all amounts of every kind which are payable by us to you and vice versa will be payable on a "delivery versus payment" basis. However, we may at our discretion effect the settlement of any Transactions with you on a "net" basis as determined by us.

13.9

If a Disruption Event occurs in respect of a Transaction we may, in our sole and absolute discretion, make such changes, conversions, adjustments or modifications to the exercise, settlement, payment or any other terms of such Transaction as we determine to be appropriate (which may include cancelling any relevant Transaction and calculating any payment due to or from you based on the closing prices we reasonably deem to be appropriate). When making such determination, we may have regard to preserving the economic terms of the affected Transactions, market practice in respect of the Disruption Event and its consequences, and the effect of the Disruption Event on our hedging positions.

14.1

Certain Orders may be cancelled or amended by contacting Selini Capital through an Agreed Communication Channel, provided such Orders have not yet been executed. Selini Capital may in its sole discretion accept or reject any Instruction to amend or cancel an Order. To the extent that Selini Capital accepts your request to amend an existing Order, the amended Order will be treated as a new Order placed by you. Selini Capital will execute Orders in accordance with these Terms

14.2

Selini Capital may execute an Order through the OTC Trading Platform or with a third-party liquidity provider. The execution of an Order shall constitute a binding agreement to a Transaction between you and Selini Capital on the terms of such Order. Once executed, an Order cannot be withdrawn, cancelled or amended by you unless otherwise permitted by Selini Capital in its sole discretion.

14.3

Selini Capital will provide express confirmation of the execution of an Order through an Agreed Communication Channel with confirmation that the related Transaction is "done" or has otherwise been "executed". This will constitute a binding agreement to a Transaction between Selini Capital and you on the terms of the relevant Order.

15.1

The payment methods available to Clients for the purpose of depositing are bank transfer and digital assets transfer.

16.1

Our OTC Trading Platform requires the use of digital wallets. If your password to our OTC Trading Platform is lost or stolen, the Virtual Assets associated with your digital wallet may be unrecoverable and may be permanently lost. You are solely responsible for the access and security of your password, for any security breach and for any loss of Virtual Assets resulting from such loss of your password.

17.1

You acknowledge that in extenuating circumstances we may temporarily impose limits and/or controls relating to trading, positions, transfers of fiat currencies (if and where applicable) and/or Virtual Assets, including limits and controls to mitigate and manage your own liquidity, operational and other risks, at any time, without prior notice and without giving reasons.

18.1

You are solely responsible for the control and use of your Account. As such, we will assume that you, or an authorised user, have authorised any Instruction sent from your Account unless we are notified otherwise. It is important that you monitor your Account history to ensure any unauthorised or suspicious activity on your Account is identified and notified to us as soon as possible. We are not responsible for any claim or losses resulting from a Transaction executed as a result of an unauthorised Instruction unless you have notified us in accordance with this sub-section.

19.1

In accordance with VARA regulations, the Services are only available in respect to accepted Virtual Assets. Please see the Virtual Asset Listing Policy for a list of all Virtual Assets accepted by Selini Capital.

19.2

From time to time, we may delist, remove or limit support for Virtual Assets that no longer meet the requirements set out in our Virtual Asset Listing Policy. We reserve the right to list and delist Virtual Assets from our Site at our sole discretion and in accordance with our VA Standards upon giving thirty (30) calendar days' notice.

19.3

If you have any questions about the Virtual Assets offered, please contact your sale representative for further information.

20.1

If you grant express permission to a third party to access your Account, you remain responsible for all actions and omissions of the third party. Selini Capital is not liable for unauthorized actions performed by third parties. You acknowledge and agree that you will not hold Selini Capital responsible for and will indemnify Selini Capital from, any liability arising out of or related to, any act or omission of any third-party with access to your Selini Capital account.

20.2

In the course of providing services to you, we may engage third-party service providers or other entities affiliated with Selini Capital that are necessary for delivering the services under the Terms. We confirm that Selini Capital shall remain in control of your Virtual Assets at all times.

21.1

You acknowledge that due to the nature of Virtual Assets it may not always be possible to execute orders at the prices quoted "at best" or "market" and you agree in any event to be bound by Transactions executed by Selini Capital following Instructions given by the Client and/or the authorized person(s).

21.2

If Selini Capital acting reasonably determines that an extreme market event is occurring in relation to a Virtual Asset or multiple Virtual Assets offered, you agree that Selini Capital may take such action as it considers necessary, and in accordance with Applicable Laws, to respond to this extreme market event by immediately suspending or terminating some of the Services, immediately removing or de-listing a Virtual Asset, forcing redemptions or liquidations by the Client of certain Virtual Asset and changing the allocation of a Virtual Asset to the Client.

22.1

You hereby represent and warrant to us, at all times, the following:

22.1.1

you are a Qualified Investor or an Institutional Investor in line with the VARA classification;

22.1.2

you have read, received and understand this Agreement and accept all the conditions set out in these Terms;

22.1.3

you have all necessary authority, powers, consents, licenses, approvals and authorizations, and have taken all necessary action to enable you, lawfully, to enter into and perform these Terms, order and transactions (if applicable), to grant the rights and powers referred to in this Agreement, to instruct us to execute or arrange any such orders or transactions (if applicable) and to perform all your obligations under this Agreement;

22.1.4

any information you have provided or will submit is complete, accurate, and will not in any sense be regarded as misleading (including any information we may reasonably require in writing about you and how you use the Services);

22.1.5

you are currently and will continue to comply with all Applicable Laws, including without limitation anti-money laundering laws;

22.1.6

you have a sufficient level of risk tolerance, financial resources and ability to bear the economic risk of any transaction (including the possibility of loss of entire investments made by you);

22.1.7

no Event of Default or any event which may become (with the passage of time, the giving of notice, the making of any determination or any combination of the above) an event of default (a "Potential Event of Default ") has occurred and is continuing with respect to you; and

22.1.8

you have to promptly notify us of the occurrence of any Event of Default or Potential Event of Default with respect to yourself.

22.2

For the duration of the Agreement and/or as long as you have an Account with us, you undertake that:

22.2.1

upon our request, you will promptly provide us with such information as is necessary for us to perform our obligations under Applicable Laws or our compliance procedures;

22.2.2

you will comply with all Applicable Laws;

22.2.3

you will comply with and maintain in full force and effect any consents, licenses, approvals and authorizations, necessary for you to perform these Terms, Orders and transactions (if applicable);

22.2.4

you will promptly notify us of any changes to the information you provided when opening the account, as these changes may have an impact on how we conduct business with you; and

22.2.5

you will notify us promptly, if any statement, representation, warranty or undertaking herein is no longer accurate and complete.

23.1

Unless explicitly announced on Selini Capital's website, Selini Capital does not support any new Virtual Assets created through an Airdrop or a Fork.

23.2

Without limiting the generality of the above section, on each occurrence of an Airdrop or a Fork, Selini Capital may, at its sole discretion, evaluate whether: (1) any such Airdrop or Fork will be recognized or supported; (2) specific terms and conditions will apply, including but not limited to the allocation methodology for all associated costs, fees, or rewards impacting affected clients; and (3) the necessary actions for participation, such as withdrawal deadlines for relevant Digital Assets from the Client's Account, trading suspension periods, deposit and withdrawal restrictions, or any applicable payment terms.

23.3

In the event Selini Capital decides not to recognize or support an Airdrop or Fork, it shall neither claim nor retain any assets or rights associated with the event, nor will it otherwise benefit from such assets or rights.

24.1

Selini Capital does not hold funds or virtual assets or provide clearing services for other broker-dealer service providers.

24.2

Client asset protection is ensured through Hex Trust MENA FZE, which safeguards client ownership rights using secure custody technology. Selini Capital shall ensure that all custody arrangements are in compliance with VARA Rules. Selini Capital FZE also uses Fireblocks Ltd for non-custodial wallet key infrastructure.

24.3

Neither your Virtual Assets or fiat are protected by any form of deposit protection.

25.1

If, on any date, sums or liabilities are payable or owed by you to us or vice versa under any agreement or arrangement, we may at our discretion (but without any obligation to do so):

25.1.1

treat each party's obligation to make any such payment or meet any such liability as satisfied and discharged;

25.1.2

If, on any date, amounts that are due by each party to the other, on the same date and in the same currency or in the same Digital Asset in respect of any Transactions such amounts owing may be automatically satisfied and discharged and only the net amount owing on that day shall be paid by the party owing the larger amount to the other party; and

25.1.3

where any withholding, taxes or equivalent is applicable and payable by you to us on such amount payable, the same shall be calculated on the full amount (without considering set-off or otherwise) if it is required by the applicable law of the jurisdiction. We shall not bear any responsibility to reimburse or otherwise recharge for any withholding taxes, taxes or equivalent paid or payable in full or part to the governmental authority. Further, we do not accept payments from any party on your behalf.

25.2

In addition to any rights of set-off we may have as a matter of law or otherwise, we will have the right (but shall not be obliged) to set off or apply any obligation of yours owed to us (whether or not matured or contingent and whether or not arising under these Terms, and regardless of the currency, place of payment or booking office of the obligation) against any of our obligations owed to you (whether or not matured or contingent and whether or not arising under these Terms, and regardless of the currency, place of payment or booking office of the obligation).

25.3

For the purpose of cross-currency set-off, we may convert any obligation into USD (or such other currency as mutually agreed) at the applicable market exchange rate available on the relevant date.

25.4

If an obligation is unascertained, we may estimate that obligation and set off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained.

25.5

This Section 25 shall not constitute a mortgage, charge, lien or other security interest upon any of your property or assets. We shall, as soon as practicable thereafter, give notice to you of any exercise of our rights under this Section 25.

25.6

You agree that these Terms of Business together are intended to be and constitute a “Netting Agreement” and each Transaction entered into under these Terms 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”) and 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:

25.6.1

the validity or enforceability of these Terms and the Transactions to which these Terms relate; or

25.6.2

that the Terms and the Transactions to which these Term relate 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.

25.7

In the event that Selini Capital erroneously credits to your account any fiat currency or Virtual Assets, you agree that Selini Capital may, upon discovery of such error and upon notice to you, reverse or debit your account for an amount equal to the erroneously credited funds or assets in order to restore your correct account balance. You shall cooperate with Selini Capital and take such further actions as may reasonably be required to effect such reversal.

26.1

We will use the Agreed Communication Channels to contact and communicate with you. This means you will, amongst other things, accept the Terms and provide Instructions through electronic methods that are acceptable to us as set out in these Terms or advised to you from time to time. Such electronic methods will be binding on both of us as if such contracts, terms, or instructions were executed, agreed, and accepted in hard copy and signed in wet ink.

26.2

The Client accepts and declares that:

26.2.1

The Agreed Communication Channels provided by the Client belong to the Client and, should the details of any such communication channels change, the Client will update Selini Capital promptly and agrees to complete the necessary verification of such communication channel. This may include the introduction of 2FA security procedures;

26.2.2

it is the Client's responsibility to comply with Selini Capital's security measures when communicating to Selini Capital via the Agreed Communication Channels, and Selini Capital may rely and act on instructions and communication received by it through the Agreed Communication Channels and may exercise the option for additional verification;

26.2.3

will notify Selini Capital if it becomes aware of any unauthorised or suspicious activity on its Account with Selini Capital;

26.2.4

it accepts that electronic communication is provided by a third party messaging service provider and is not error free or risk free, and that Selini Capital does not accept liability for any errors, omissions or delays in the transmission of instructions or other communication from the Client to Selini Capital caused by such service provider;

26.2.5

if Selini Capital doubts the authenticity of the instructions or communication, Selini Capital may in its absolute discretion refuse to act on such instructions or communications received without incurring additional liability. In such instances, Selini Capital may in its discretion communicate with the Client for verification; and

26.2.6

it understands that use of the Agreed Communication Channels are subject to the individual application's privacy policy as published by the relevant developer from time to time and the Client has read and accepted the same.

27.1

You agree that we may contact you from time to time via our Site and the Agreed Communication Channels. In addition, you grant us permission to contact you via mail, phone, SMS, or email to discuss concerns related to your Account or to inform you of changes to the functioning of OTC Trading Platform. You agree that we may record any such communications.

27.2

Unless otherwise specified in these Terms, all notices and correspondence between us and you shall be in writing. All such notices and correspondence shall be sent through the Site or via email from the registered email addresses of each Party:

27.2.1

If from Selini Capital: notices@selinicapital.ae ;

27.2.2

If from the Client , the email address expressed in the Client's Account.

All notices sent by email will be deemed delivered at the time and date they were sent.Both parties agree and acknowledge to promptly inform one another in writing of any changes to its registered email address.

28.1

Data Protection

28.1.1

Client data protection is implemented through encryption standards, secure storage, and regular independent security assessments. Data is retained according to regulatory requirements and accessed only by authorized personnel. Please see Privacy Policy.

28.1.2

You grant Selini Capital explicit consent to process any personal data provided to us for the purposes of providing Services to you in accordance with the Privacy Policy.

28.2

Complaints Handling

28.2.1

Complaints are acknowledged within one week and Selini Capital aims to resolve complaints within thirty (30) calendar days from the date the complaint is received by Selini Capital. If exceptional circumstances arise, Selini Capital aims to resolve complaints within forty-five (45) calendar days from the date the complaint is received by Selini Capital. Clients can lodge complaints by emailing us at complaints@selinicapital.ae. Detailed records of all complaints are maintained for compliance purposes.

28.2.2

If you are not satisfied with the final response from Selini Capital, you can forward the complaint to VARA within thirty (30) calendar days from the date of receiving the written response from Selini Capital.

28.3

Conflicts of Interest

28.3.1

You acknowledge that we and our Affiliates provide a diverse range of financial services. There may be times when our interests, or the interests of our Affiliates, directors, employees, agents, representatives, staff, or other clients, conflicts with yours.

28.3.2

We are required by law to take all appropriate steps to identify conflicts of interests between ourselves, our Affiliates and our clients, or between one client and another, that arise in the course of providing our Services.

28.3.3

We have put in place organizational and administrative procedures to manage the above-mentioned conflicts of interest, so we can be reasonably confident that any risks of harm to clients as a result of any conflict will be avoided.

28.3.4

These Terms govern the relationship between you and us. No fiduciary or equitable duties shall be owed by us or any of our Affiliates as a result of this relationship, the Services we offer, or any other circumstance.

29.1

All information or materials we provide, including any software used on our Site, OTC Trading Platform, or any other item, are and will remain our property or that of our service providers (which may, among other things, give us access to real-time price information).

29.2

All copyrights, trademarks, design rights, and other Intellectual Property Rights in these materials belong to us or third parties whose intellectual property we use for our Services.

29.3

We provide these materials on the condition that we may also offer them to others and may withdraw access at our sole discretion.

29.4

You must not remove, obscure, or alter any Intellectual Property Rights notices on these materials.

29.5

You may not use any of these Services for any purpose other than the operation of your Account in accordance with these Terms.

30.1

Termination by Either Party

30.1.1

You may terminate this Agreement at any time by providing thirty (30) calendar days' written notice to Selini Capital. Termination will take effect once all outstanding obligations, including fees and pending transactions, are settled.

30.1.2

Selini Capital may terminate this Agreement at any time for any reason by providing thirty (30) calendar days' written notice, except where a shorter notice period is required by law or regulatory obligations.

30.2

Cancellation, immediate suspension or termination

30.2.1

Selini Capital reserves the right to reject, block, cancel or reverse an authorised Transaction; immediately suspend restrict or terminate your access to the Services or Site; and/ or terminate this Agreement without prior notice in the following circumstances:(a) Failure to comply with the terms of this Agreement, including eligibility criteria or identity verification requirements.(b) Detection of potentially fraudulent, illegal, or suspicious activity associated with your account.(c) Directive or order from a regulatory authority necessitating suspension or termination.(d) Actions or circumstances that pose a risk to the security, stability, or integrity of Selini Capital's OTC Trading Platform or operations.

30.3

Effects of Termination or Suspension

30.3.1

Upon termination of these Terms under this section, all amounts due or owing by the Client to Selini Capital under these Terms shall become immediately due and payable. Within a commercially reasonable period following termination, and subject to these Terms, Applicable Laws, and provided that the Account is not suspended or restricted in accordance with Section 30.2.1 above, Selini Capital shall release or otherwise return all Client assets held by Selini Capital to the Client.

30.3.2

Selini Capital will close any open trading positions on your account. Any remaining balances, after deducting applicable fees, will be transferred to your designated account or wallet subject to compliance checks. These Terms shall continue to apply even after termination of the business relation until complete settlement.

30.3.3

Access to the OTC Trading Platform and related services will cease immediately.

30.3.4

Provisions related to confidentiality, fees, indemnity, liability, and governing law will survive termination.

31.1

Selini Capital reserves the right to amend, modify, or update the terms of this Agreement at any time. Clients will be notified in writing of any proposed amendment at least thirty (30) calendar days in advance of its effective date. Notifications may be provided via the Account, email, a notice on the Selini Capital website, or through other communication channels deemed appropriate. These changes will only take effect once you have expressly agreed to the amendments. To proceed, you are required to review the updated Agreement and provide consent by clicking "I Agree" within the Site or through another designated method.

31.2

If you do not want to continue this Agreement because we make a change to its terms, you have the right to terminate this Agreement as set out in the Termination section. Your continued access to and use of the Services following a change to the terms of this Agreement will be deemed acceptance of any and all such changes.

32.1

Indemnification

32.1.1

You acknowledge and agree to indemnify Selini Capital, our affiliates and service providers, and each of our or their respective officers, directors, agents, employees, and representatives and successors from any reasonable liabilities, losses, costs (including legal fees), or fines incurred due to your breach of these Terms, violation of laws or third-party rights, or our enforcement of these Terms.

32.1.2

Without limiting the general nature of the indemnity in the preceding section, the indemnity will include any fines imposed by any regulator.

32.2

Exclusions and Limitations of Liability

32.2.1

Our obligations are limited to those expressly stated in these Terms; we have no implied duties.

32.2.2

We will not be liable for any loss incurred by you in connection with these Terms or any other agreement we enter into on behalf of you, unless it arises from our gross negligence, fraud or willful default.

32.2.3

We may disable OTC Trading Platform features at our discretion, with no liability for unavailability. The platform is provided "as is" and subject to availability.

32.2.4

We are not liable for any direct, indirect, incidental, special, consequential losses, including lost profits, data, or goodwill, resulting from:(a) Use or inability to use the Site or OTC Trading Platform;(b) Costs incurred in obtaining substitute services;(c) Unauthorized access to or alteration of your Account due to your actions; or(d) Any other matter related to the Site or OTC Trading Platform.

32.2.5

We shall not be liable for any damage, injury, or loss resulting from the Site or OTC Trading Platform or any inability to use them, to the extent permitted by Applicable Law.

32.2.6

We will not be liable for any Loss that is caused by any malfunction of a third-party application programming interface client or other related interactions with any third-party software with Selini Capital. Moreover, none of Selini Capital nominees or Affiliates shall be held responsible for any consequences resulting whether directly or indirectly from any events not within their control including without limitation restrictions by government agencies, impositions of emergency procedures, exchange rulings, third party conduct, suspensions of trading, adverse market conditions, or Force Majeure Events.

32.2.7

We do not endorse or guarantee the accuracy, completeness, or legality of third-party websites or content linked on our Site, and we are not responsible for any related losses.

32.2.8

Subject to Applicable Laws, Selini Capital's total liability to the Client in respect of its Services will not exceed the total fees paid by the Client for the receipt of the relevant Service.

32.2.9

You hereby releases us, our subsidiaries, Affiliates, directors, and employees from any responsibility and liability and waives all claims against us and renders us harmless with regard to losses and damages arising from fraudulent use, misrepresentation, data breaches or unauthorized instructions.

32.2.10

Nothing in these Terms limits liability where exclusion is prohibited by Applicable Law.

33.1

The following shall constitute "Events of Default" under these Terms:

33.1.1

The Client becomes ineligible to use the Services.

33.1.2

Information provided by the Client is incomplete, untrue, or inaccurate.

33.1.3

The Client fails to fulfill obligations under these Terms or the Agreement.

33.1.4

Non-payment of any amount due under the Agreement.

33.1.5

The Client's insolvency, liquidation, or similar proceedings.

33.1.6

Any attachment or seizure of the Client's Account or assets.

33.1.7

Misrepresentation or misleading warranties by the Client.

33.1.8

Legal disputes or proceedings against the Client or its directors/shareholders related to Selini Capital.

33.1.9

Any legal, regulatory, or other event that, in Selini Capital's opinion, necessitates termination of the Agreement.

33.2

The Client must immediately notify Selini Capital upon an Event of Default.

33.3

Upon an Event of Default, Selini Capital may, at its sole discretion and without prior notice:

33.3.1

Suspend, freeze, restrict, or terminate the Client's Account and access to Services:

33.3.2

Terminate all or any part of the Agreement.

33.3.3

Cancel outstanding orders, instructions, or commitments.

33.3.4

Block, refuse, or reverse transactions where permissible under Applicable Laws

33.3.5

Suspend obligations, including deposits or payments, until the Event of Default is resolved to Selini Capital's satisfaction.

33.3.6

Exercise any other rights under these Terms or Applicable Laws.

34.1

This section must be read in conjunction with our Privacy Policy, which together govern the use of our Services.

34.2

Both Selini Capital and the Client agree to keep confidential all business, financial, and proprietary information, including details related to Selini Capital's Site and Services, except for information that is public, rightfully obtained, or independently developed.

34.3

You acknowledge that we access, process, and retain your information to provide Services and may verify your identity by checking it against other records, which may involve disclosure to third parties.

34.4

You agree that we shall be free to provide such confidential information and submit regulatory report(s) and any other required documents or copies thereof to any authority of competent jurisdiction, including but not limited to the VARA and judicial authorities, without prior notice. The Client waives any claims against Selini Capital, its subsidiaries, Affiliates, directors and employees in this regard.

34.5

You authorize us to share non-public information with our subsidiaries, affiliates, and third-party service providers for operational or processing purposes.

34.6

You agree that we, our subsidiaries and Affiliates may disclose non-public Client information to specialized agencies concerned with combating money laundering, organized crime, and terrorist financing regardless of the country of their nationality, registration, or domicile.

35.1

The responsibility to determine, report, and remit any taxes applicable to the appropriate tax authorities in relation to any transaction you conduct through Selini Capital's services is solely your responsibility.

35.2

You acknowledge and agree that if we are required by any Applicable Laws to withhold any Funds and to transfer them to a relevant tax authority or to report information about you or your Account to any tax authority then we may do so. You further acknowledge and agree that Selini Capital will not provide you with any tax advice.

35.3

Selini Capital will consider and comply with any reporting obligations in relation to, among other things: FATCA, as set out in the Guidance Notes on the requirements of the Intergovernmental Agreement between the UAE and the United States, issued by the UAE Ministry of Finance in 2015 and as amended from time to time.

35.4

You undertake to advise Selini Capital within thirty (30) calendar days of any change in circumstances which affects your tax residency status and/or tax identification number or equivalent.

35.5

You hereby confirm and declare that, save as disclosed to Selini Capital FZE in advance:

35.5.1

You are not a "U.S. Person" as defined under applicable U.S. tax laws, including the U.S. Internal Revenue Code and the Foreign Account Tax Compliance Act (FATCA). This includes, but is not limited to, the following:(a) You are not a U.S. citizen or resident,(b) You do not hold dual citizenship with the United States,(c) You do not reside in the United States, and(d) You do not hold a U.S. Permanent Resident Card (Green Card).

35.5.2

You understand and agree that if, at any point, your status changes and you become a U.S. Person, you are required to notify Selini Capital immediately and cease using the platform.

35.5.3

You acknowledge that Selini Capital reserves the right to terminate or restrict access to your account in the event that you are found to be a U.S. Person or if Selini Capital reasonably believes you may be a U.S. Person, in order to comply with its regulatory obligations under FATCA and other applicable laws.

36.1

We keep records of your Transactions for not less than eight (8) years from the date of termination of this Agreement and your right to access and use the Services. Without prejudice to our obligation to maintain records sufficient to meet the requirements of Applicable Laws, voice and electronic communications relevant to any of the matters referred to in this section may be kept for a minimum of 2 years.

36.2

Save in the case of an error by us, our records will be conclusive evidence of your dealings with us in connection with your Account and the Services. You agree that you will not object to the admission in evidence of our records in any legal proceedings on the basis that our records are not originals, are produced by computer or are not in writing.

36.3

You acknowledge that telephone calls, emails or any other (informal or formal) forms of communication between you and us may be recorded or otherwise electronically monitored without any warning messages and that the record may be used as final and conclusive evidence of the Instructions in case of Disputes.

36.4

Please review our Privacy Policy for more information on how we collect and use your personal data relating to the use and performance of our OTC Trading Platform and Site.

37.1

These Terms shall benefit, and be binding on, Selini Capital and the Client, their respective successors and subject to this Section 37, any permitted assignee or transferee of any or all of Selini Capital's rights or obligations under these Terms.

37.2

Clients may not assign or transfer all or any of its rights or obligations under this Agreement without prior written consent from Selini Capital.

37.3

Selini Capital may assign or transfer all or part of its rights, benefits, and obligations under these Terms to any person(s) upon giving thirty (30) calendar days notice. In connection with such assignment or transfer, Selini Capital may disclose information about the Client to a potential transferee or any other party proposing to enter into contractual arrangements with Selini Capital, as deemed appropriate at Selini Capital's absolute discretion, subject to compliance with Applicable Laws. Selini Capital shall notify the Client of any such assignment or transfer as soon as commercially practicable.

37.4

Selini Capital may assign this Agreement as part of corporate restructuring.

38.1

Failure to enforce any right or provision of this Agreement does not constitute a waiver of such rights. Selini Capital may enforce rights at any time.

39.1

In the case of a discrepancy between the English language version and any other language version(s) of the Agreement or the Platform, the English version shall prevail.

40.1

Provisions relating to account termination, suspension, fees, taxes, confidentiality, liability and governing law will survive the termination of this Agreement.

41.1

If Selini Capital holds funds or assets from inactive accounts and cannot contact the client, such assets may be reported as unclaimed property in accordance with our standard operating procedures as approved by VARA.

41.2

Clients are advised to always keep their contact details up to date.

42.1

Neither party will be liable for any Losses resulting from any failure to perform their obligations under these Terms to the extent that such failure to perform was, directly or indirectly, caused by a Force Majeure Event.

42.2

Upon the occurrence of a Force Majeure Event, we will use commercially reasonable efforts to provide the Services. We will, if practically possible, give you written notice that a Force Majeure Event has occurred. Upon occurrence of a Force Majeure Event, all of our obligations under these Terms will be immediately suspended for the duration of such Force Majeure Event. Additionally, you agree that given the circumstance we may take any one or more of the following actions:

(a)

take or refrain from taking any other actions that we deem fit, in light of the situation; and/ or

(b)

subject to Applicable Law, unilaterally change or vary these Terms, insofar as it is impractical or impossible for us to comply with our obligations.

43.1

If and to the extent that an Applicable Law is inconsistent with the Agreement in a way that would otherwise have the effect of making a provision of the Agreement illegal, void or unenforceable, or contravene a requirement of any Applicable Laws or impose an obligation or liability which is prohibited by that Applicable Laws, then such Applicable Laws shall override the Agreement to the extent of the inconsistency, and the Agreement is to be read as if that provision were varied to the extent necessary to comply with those Applicable Laws and avoid their effect (or, if necessary, omitted).

44.1

The Agreement does not grant any rights or benefits to anyone who is not a party, except for Selini Capital's Affiliates, nominees, and any indemnified party (as outlined in Section 31), who may enforce their rights under the Agreement, including indemnities and liability exclusions. Additionally, any permitted successor or assignee of Selini Capital's rights under the Agreement may also enforce those rights. However, no consent from these third parties is required for the parties to modify or cancel the Agreement, even if it affects their rights or benefits.

45.1

For feedback, questions, or complaints, contact us via our 'Contact Us' page.

45.2

Please provide your full name, email address, phone number, and any transaction details to assist us in addressing your inquiry.

46.1

Each Party has read this Agreement, understands it and agrees to be bound by its terms and conditions. This Agreement constitutes the entire understanding between you and Selini Capital, superseding any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of this Agreement). Any amendments must be made in line with Section 31.

47.1

This Agreement and any contractual or non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, the laws, regulations and rules applicable in the laws of the Dubai International Financial Centre.

47.2

Any dispute, controversies or claims of any nature (contractual or non-contractual) arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration ("LCIA") Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. Each party shall nominate an arbitrator and the third arbitrator, who shall be the presiding arbitrator, shall be selected and appointed by the LCIA. The third arbitrator, who shall be the presiding arbitrator, shall be nominated by the first two arbitrators within fourteen (14) days of the confirmation by the LCIA Court of the appointment of the second arbitrator. Failing such agreement between the first two arbitrators, the third arbitrator shall be appointed by the LCIA Court. The seat or legal place of arbitration shall be the Dubai International Financial Centre. The governing law of this arbitration agreement shall be the laws of the Dubai International Financial Centre. The language to be used in the arbitration shall be English. The parties undertake as a general principle to keep confidential all awards in any arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain – save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right, or to enforce or challenge an award in legal proceedings before a state court or other legal authority. By agreeing to arbitration in accordance with this clause, the parties do not intend to deprive any competent court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of the arbitration proceedings, or the recognition and/or enforcement of any award. The parties undertake to carry out any award immediately and without any delay (subject to Article 27 of the Rules); and the parties waive irrevocably their right to any form of appeal or review of the award by any state court or other judicial authority, insofar as such waiver may be validly made.

The following definitions apply throughout this Agreement:

Account: means any account including any sub-account you maintain with us for the purposes of trading under these Terms, in which your money or other collateral are maintained, and in which realized profits and/or losses are credited and/or debited.

Affiliate: means in relation to a person, an entity controlled, directly or indirectly, by the person, an entity that controls, directly or indirectly, the person or an entity directly or indirectly under common control with the person. For the purpose of this definition “control” of an entity or person means ownership of more than 50% of the entity or person, or the ability to control the decisions made by the entity or person.

Agreed Communication Channels: means the Single Dealer Portal and Voice Trading, and may include (without limitation) telephone, email, chat service, third party messaging services and the platform. Selini Capital may withdraw the use of an Agreed Communication Channel at any time for any reason with notice to you.

Airdrop: Refers to the distribution of Virtual Assets to wallet holders or network participants, in a specific network or blockchain protocol, without requiring a monetary exchange.

Applicable law(s): means any laws, statutes, orders, rules, decisions, provisions, directives, regulations, requirements, conditions, standards, sanctions, guidelines and industry codes having legal effect in any jurisdiction, provided that such laws, statutes, orders, rules, decisions, provisions, directives, regulations, requirements, conditions, standards, sanctions, guidelines or industry codes are existing and in force from time to time and (where relevant in the context) are directly or indirectly applicable to us, you, these Terms and our Site.

Client: means the individual or entity entering into this Agreement with Selini Capital, meeting the eligibility criteria outlined herein.

Client Account: has the meaning set out in Part IV of the VARA Compliance and Risk Management Rulebook from time to time.

Client Money: has the meaning set out in Part IV of the VARA Compliance and Risk Management Rulebook from time to time.

Client Virtual Assets Wallet: means the wallet(s) holding Client Virtual Assets.

Client Virtual Assets: has the meaning set out in Part V of the VARA Compliance and Risk Management Rulebook from time to time.

Disruption Event: means any event or circumstance which we determine, in our sole and absolute discretion, would have a material adverse effect on a party's ability to perform its obligations in respect of any Transaction or otherwise.

Fiat Account: means a fiat currency account that reflects its fiat currency balance.

Force Majeure Event: means any event which is beyond the reasonable control of a party and which renders the performance of all or part of the obligations of such party to be virtually impossible or economically impracticable, including without limitation: acts of civil or military authorities, strikes or other labour disputes, insurrections, turmoil, wars and the like, floods, fires, pandemics, epidemics, droughts and other acts of God, any excessive movement, volatility, or a loss of liquidity in any relevant market or financial instrument or when we have reasonable grounds to anticipate that any of the aforementioned events are about to take place, acts and regulations of any governmental or supra national bodies or authorities (which in our reasonable opinion prevents an orderly market in relation to Orders or transactions), as well as any event relating to power, reception or routing via internet, configuration of equipment or reliability of connections, breakdown or failure of any transmission or communication system or equipment or computer facility or trading software, including any settlement or clearing system, acts or omissions of any third parties including regulated service providers.

Fork: means when a cryptocurrency splits into two separate virtual assets with different rules and features. It may result in a new coin being created or a change in the existing coin's protocol.

Institutional Investor: Has the meaning given under the VARA Rules.

Instructions: means any communication through an Agreed Communication Channel which Selini Capital deems as having been given by the Client or an authorized person in relation to a Transaction.

Intellectual Property Rights: means any and all: (i) intellectual property rights, including copyright and related rights, patents, utility models, trademarks, service marks, trade names, domain names, moral rights, trade secrets, rights to inventions, logos, rights in get–up, goodwill and the right to sue for passing off and unfair competition, rights in computer software (including to the source code and object code), inventions, semi–conductor topography rights, database rights, rights in databases, rights in designs, design rights, know-how and confidential information whether in software or otherwise and whether registered or unregistered; (ii) applications for registration, and the right to apply for registration, renewal or extension of any of these rights, the rights to claim priority from any such rights; and (iii) any and all other intellectual property and proprietary rights and equivalent forms of protection or of similar effect existing, now or in the future, anywhere in the world;

Loss or Losses: means any and all losses, damages, costs, fees (including, but not limited to, lawyers' fees), expenses, disbursements, taxes, duties or levies, obligations, penalties, claims, demands, actions, proceedings, judgments, suits of whatsoever nature and regardless of how they arise.

Qualified Investor: Has the meaning given under the VARA Rules.

Services: means the services outlined in Section 7.

Site: means the Selini Capital website, and the OTC Trading Platform.

OTC Trading Platform: means Selini Capital's electronic trading infrastructure for executing Virtual Asset transactions.

Order: means an instruction issued by you to Selini Capital through an Agreed Communication Channel in such form as specified by Selini Capital from time to time.

Prohibited Jurisdiction: means any jurisdiction subject to restrictions or prohibitions due to sanctions, regulatory designations as high-risk or non-cooperative, trade or financial restrictions, or other legal, compliance, or reputational risks that prevent entities or individuals from engaging in transactions or business activities.

Transaction: means any bilateral OTC transaction entered into between Selini and the Client pursuant to these Terms.

Transfer Collateral Arrangement: means an arrangement under which full ownership of certain assets (including Pre-Funded Assets) are transferred by the Client to us, for the purpose of securing or covering present or future obligations under these Terms.

VARA: means The Virtual Asset Regulatory Authority of the Emirate of Dubai.

VARA Rules: means the VARA regulations, compulsory rulebooks and activity-specific rulebooks on the VARA website, each as amended from time to time, as well as any other binding rules, directives or other instructions issued by VARA, either generally or specifically to us.

Virtual Assets: means any cryptographically secured digital representation of value (including any digital or virtual asset, currency, coin or token, howsoever described) as communicated by us to you (including electronically via email or by way of publication on the relevant website) from time to time.

Virtual Asset Account: means a virtual asset account reflecting a Virtual Asset balance.

Virtual Asset Service Provider (VASP): means Selini Capital, acting in its capacity as a licensed provider of Virtual Asset services under VARA regulations.