1. 1.1 ‘Services’ means any service that we or any person or entity of OFZA provide to you and which you wish to avail by using Our Platform and Our Website. 

2. 1.2 ‘Transactions’ means transactions entered with Us pursuant to the Terms and any trading Agreement. 

3. 1.3 ‘Trading Agreement’ means any trading agreement entered from time to time between You and Us in relation to the trading relating to Virtual Assets. 

4. 1.4 ‘Applicable Rules and Regulations’ mean any applicable laws, bylaws, rules, and regulations of any jurisdiction and any applicable order of the court of a competent jurisdiction, and the same may be made, remade, modified, and re-enacted from time to time. 

5. 1.5 ‘Virtual Asset or currency’ means any cryptographically secured digital representation of value as communicated by Us to You, via email, or by way of publication on Our Website from time to time. It shall include any digital or virtual asset/currency, coin, or token. 

6. 1.6 ‘Digital System’ means a distributed ledger system or a blockchain, digital custodian, or third party operating or carrying out any activity in relation to Virtual Asset/Currency, including Digital Wallet or public/private key pair in relation to such Virtual Asset/Currency. 

7. 1.7 ‘Digital Wallet’ means the User’s self-custody or custodian wallet, which is operated by a third party or third-party digital custodian in respect of such a User. 

8. 1.8 ‘U.A.E. Laws’ means any applicable laws, bylaws, rules, and regulations, including applicable court orders of the United Arab Emirates in each case, as the same may be made, remade, modified, and reenacted from time to time. 

9. 1.9 ‘U.A.E. Regulatory Authority’ means the Virtual Assets Regulatory Authority of the United Arab Emirates (‘VARA’) or any regulatory authority that may succeed it over a period as the regulators of OFZA in the United Arab Emirates. 

10. 1.10 ‘VARA Rules’ means the rules, guidance, and regulations issued by VARA from time to time and includes, without limitation, the Virtual Assets and Related Activities Regulations 2023, VARA Mandatory and Additional Rule Books issued from time to time. 

11. 1.11 ‘Regulatory Laws and Rules’ mean U.A.E. Federal Laws related to combatting Money Laundering, Terrorist Financing and Proliferation Financing, VARA Rulebooks, Laws and Regulations, other applicable rules of the regulatory authority in the U.A.E., and as mentioned in the VARA Rulebooks. 

12. 1.12 Client Classification’ means Retail Investor, a Qualified investor, or an institutional investor in accordance with VARA Market Conduct Rulebook part IV. 

13. 1.13 ‘Applicable Laws and Regulations’ include the Virtual Assets and Related Activities Regulations 2023, VARA Rulebooks and guidance, and other applicable UAE laws and regulations. 

14. 1.14 FATCA’ means (i) Sections 1471 to 1474 of the U.S. Internal Revenue Code and any associated regulations or other official guidance (the ‘U.S. Provisions’), (ii) any treaty, law, regulation, or other official guidance enacted in any other country which facilitates the implementation of the U.S. Provisions (the ‘Foreign Provisions’), (iii) any intergovernmental agreement between the United States of America and any other country, which facilitates the implementation of the U.S. Provisions (the ‘Intergovernmental Agreement’), or (iv) any agreement (including an I.R.S. Agreement) regarding the implementation of the U.S. Provisions, the Foreign Provisions, and any and any Intergovernmental Agreement entered into by the issuer, a paying agent, or an intermediary with the U.S. Internal Revenue Service, the U.S. govt or any governmental or taxation authority in any other country. 

15. 1.15 ‘FFI’ means a ‘foreign financial institution’ as that term is defined for the purpose of FATCA. 

16. 1.16 The Common Reporting Standard (CRS) means an internationally agreed standard for the automatic exchange of financial account information between jurisdictions for tax purposes, to better combat tax evasion and ensure tax compliance, which the Organization for Economic Co-operation and Development (OECD) developed in 2014. 

17. 1.17 ‘Acceptable Virtual Asset’ means a Virtual Asset that OFZA is permitted to list or support in accordance with applicable VARA Rulebooks and approvals 

2. USE OF OUR PLATFORM

1. 2.1 You may first register with the Platform by reading, understanding and agreeing the Terms before you access our Platform or its services. 

2. 2.2 Upon your registration on our Platform or upon the use of the Platform, it shall be deemed that you have fully understood and accepted these Terms, and breach of these Terms shall contractually make you legally liable and responsible for the consequences of such breach. 

3. 2.3 You accept and agree that Our Platform may amend these Terms at any time. Upon such a change or amendment to these Terms, our Platform will release the latest version of the amended Terms. Any amendment or changes in these Terms shall be notified to you thirty (30) calendar days prior to such a change or amendment taking effect, except where a change is required by law or a regulator, or for security or fraud reasons, in which case we may implement changes on shorter notice or immediately. 

4. 2.4 You accept and agree that you will use our Platform to only avail our Services. You shall assess the authenticity, legality, and validity of relevant Virtual Assets, financial instruments, and/or information provided on our Platform, and solely bear the responsibilities and losses that may arise therefrom. 

5. 2.5 Any new announcements or notices in connection with your use of the Website or Platform shall be conveyed to you by such electronic means, like intra-Platform announcements, intra-Website messages, emails, or mobile phone short messages. Such notices or announcements shall be deemed to be served upon You. In the event you fail to receive any such notices or announcements, the Platform shall not be responsible in any manner whatsoever. 

6. 2.6 You accept and agree that any information, opinions, discussions, analysis, or prices displayed on our Platform shall not be construed as investment advice. Any loss arising from reliance on such information, opinions, or discussions, including but not limited to any loss suffered by you, shall not render us liable under any circumstances. We shall not be held responsible for your actions. 

7. 2.7 Our Platform shall ensure the security of your Virtual Assets by strengthening technical input and enhancing security precautions and is under the obligation to notify you in advance of the foreseeable security risks in your account. 

8. 2.8 To the fullest extent permissible by Applicable Laws and Regulations, we reserve the right to change or modify the Terms, and any policy or guideline of the OFZA Platform, at any time and at our sole discretion.

9. 2.9 You agree to the Terms in effect when you access or use the Platform. We encourage you to frequently review the Terms to ensure that you understand the terms and conditions that apply to your access to, and use of, the Services. 

3. USE OF SERVICES

1. 3.1 If you enter into any Trading Agreement with us concerning any additional Services or Transactions, the terms of such Trading Agreement shall govern those additional Services and Transactions. However, all other provisions of these Terms shall continue to be binding upon you. 

2. 3.2 The Transactions are subject to Applicable Rules and Regulations to the extent that if there is a conflict between these Terms or the Trading Agreement and the Applicable Rules and Regulations, the Applicable Rules and Regulations shall prevail. 

4. TRADING ON OUR PLATFORM 

1. 4.1 You may deposit, trade, or withdraw a Virtual Asset by placing an instruction on the Platform (“Order”) in any of the following ‘Trading Pairs’: fiat currency into Virtual Assets; Virtual Assets into fiat currency; or a Virtual Asset into another Virtual Asset. 

2. 4.2 Trading activity on our Platform, including but not limited to order placement, confirmation, execution, cancellation, and the settlement or reversal of executed trades, shall be subject to the applicable laws, regulations, and the Terms governing the Platform. 

3. 4.3 You should verify all transaction information prior to submitting an Order. You acknowledge and agree that it is your sole responsibility to ensure the validity and accuracy of your Order, including that of the recipient of any Assets, and we shall not be liable for the consequences of your not providing valid and accurate information when placing an Order. 

4. 4.4 The Market is accessible 24 hours a day, 7 days a week, and 365 days a year, except for any period during which scheduled maintenance or upgrades are being carried out, or in the event that the Market encounters an interruption or outage that is unexpected or beyond our control or cybersecurity incidents and blockchain network interruptions. These interruptions may prevent clients from executing trades, accessing assets, or performing other platform functions, potentially leading to missed opportunities or financial losses. 

5. 4.5 The description of the Virtual Assets is available on the Platform. The Users shall get notified by the Platform about specific Virtual Assets which the User shall be buying/selling/trading/transferring with/by the Platform. 

6. 4.6 OFZA may suspend, delist, or restrict a Virtual Asset due to regulatory restriction or internal policy or any other reason that require OFZA to delist or suspend or restrict Virtual Asset. We will notify affected Users where feasible and will act in accordance with applicable VARA Rulebooks 

7. 4.7 You acknowledge that User’s Virtual Assets and User’s Money are not covered by any deposit protection. 

8. 4.8 We may, at our sole discretion and without prior notice, close your Account, suspend your access or use of the Platform or the Services, refuse any Order you submit, or impose limits on your trading amounts on the Platform if we deem that you may have contravened the applicable rules and regulations, including but not limited to the VARA Regulations, Rulebooks mandates, code of conduct and OFZA Internal Policies. 

9. 4.9 You may only place an Order using the Platform if your Account contains sufficient Funds/Assets to cover your Order and any associated Fees. If your Account does not contain sufficient Funds/Assets to complete an Order on the Platform, you will not be able to complete such an Order on the Market. 

10. 4.10 When you place an Order, that quantity of the relevant Asset (including any applicable Fees) is placed on hold in the Account until the Order fills, expires, or is cancelled. Any unfilled portion of your Order will remain on hold until it fills, expires, or is cancelled. 

11. 4.11 You may withdraw or cancel an Order after it is submitted, if such Order has not been executed pending confirmation by the relevant Virtual Asset network. Virtual Assets, which are subject to a pending Trade, shall not be reflected in your Account, and shall, therefore, not be available for you to Trade. You understand and agree that all: 

1.   4.11.1 Trades are irreversible once Orders are executed; and 

2.   4.11.2 While we may, at our sole discretion, reverse a Trade under certain extraordinary conditions (including but not limited to, when we consider, in our sole discretion, that a Trade may be in breach of Applicable Laws and Regulations or is related to Financial Crime), you, however, do not have a right to a reversal of a Trade. 

3. 4.11.3  We will send a confirmation to you by email, a notice, or any other means of communication as provided for under this Agreement, every time you place an Order, cancel an Order, and when that Order is partially or filled.

12. 4.12 By accepting this Agreement, you acknowledge and agree that: 

1.  4.12.1 While entering into a Trade on the Market, you are instructing OFZA to carry out the Trade at the buy price or sell price quoted on the Platform on the basis of which you placed the Order, and you agree to pay any associated Trade Fees and other Fees as published on our Website or notified to you from time to time. The price of a Trade shall be determined to be the price agreed between you and the other party to that Trade, and OFZA shall not be a party to such Trade or responsible for setting or negotiating the price of a Trade. You shall not claim against OFZA regarding such Trade. OFZA does not guarantee the completion of any attempted sale or purchase of Virtual Assets. 

2.   4.12.2 We carry out Trades based on price-time priority. 

3.  4.12.3 You are subject to the same price-time priority as any other User on the Platform. 

4.  4.12.4 Orders submitted through the API are subject to the same price-time priority as Orders received otherwise from the Platform. 

5.  4.12.5 All filled orders are settled immediately by debiting and crediting the relevant balances of assets in both parties’ accounts. You will receive immediate notification of your fills via the platform and/or email or any other agreed means of communication, and they can be viewed in your trading history. 

6. 4.12.6 APIs enable you to stream live prices into their own user interface as well as to perform the same Trade or place the same Order that is available to you on the Platform. 

7. 4.12.7 In order to maintain a fair and orderly market, we may restrict the number of orders allowed through the API and monitor messages through the API in order to protect the API against denial-of-service attacks, prevent the abuse of an order book, and improve the overall trading experience on the market. 

8. 4.12.8 We may limit the number of Orders placed through your Account and require that your use of the API will be for legitimate trading purposes, and any repeated violation of Order rate limits will result in us suspending or closing your account in accordance with this User Agreement. 

9. 4.12.9 The transaction history provided on the Platform is the true and accurate record of your transactions. It is your responsibility to remain up to date on your transaction history and any Notices with respect to your Account. 

10. 4.12.10 You understand and agree that there may be a delay in executing your Trade on the Market as a result for OFZA’s secure trading protocols, which require Virtual Asset private keys to be stored securely using a combination of online and offline storage for added security. 

11. 4.13.1 Shared Centralized Order Book:
    OFZA operates a shared, centralized order book for orders submitted through its Exchange Services. By placing an order, the Client acknowledges that eligible orders may interact, match, and execute against orders submitted by other eligible participants, including participants located outside the UAE. The order book is not geographically segregated for order-matching purposes. Access remains subject to applicable laws, OFZA’s eligibility and onboarding requirements, sanctions controls, product restrictions, and jurisdictional limitations.

12. 4.13.2 Order Matching and Execution:
    Eligible orders accepted into the shared centralized order book are matched using strict price-time priority, in accordance with OFZA’s Trading Rules, order execution methodology, and applicable regulatory requirements. Order acceptance, matching, and execution remain subject to the applicable order type, product specifications, available liquidity, trading limits, system controls, market-surveillance measures, trading suspensions, and OFZA’s rights under the Client Agreement and Trading Rules. OFZA does not guarantee that an order will be accepted, matched, or executed, whether in whole or in part or at a particular price. Orders submitted through OFZA’s Broker-Dealer Services, including request-for-quote and over-the-counter transactions, may be executed under separate arrangements and may not be entered into the shared centralized order book.
     

5. INVESTOR CLASSIFICATION 

1. 5.1 By accepting these Terms, you acknowledge that OFZA will classify you as a Retail Investor, a Qualified investor, or an institutional investor, in accordance with VARA Rulebook. Your access to specific products and services may depend on your classification.  

2. 5.2 In any event, if you no longer fall under the classification or definition of Qualified or Institutional Investor, we shall have certain limitations in providing the complex services or structured products to you for User protection. 

3. 5.3 Investor Classification mentioned in section 5.1 is subject to due diligence, document verification and suitability assessment. To perform classification, you must provide all mandatory documents and details. The classification will be performed during the onboarding process and ongoing basis as part of ongoing monitoring.

4.  

6. USER OBLIGATIONS

3. 6.1 You shall not register multiple accounts for any purpose. 

2. 6.2 You may not use another user’s accounts or allow your account to be used by any third party. 

3. 6.3 You are prohibited in any form from utilizing the OFZA Platform to engage in illegal activities. 

4. 6.4 You shall comply with all laws and regulations and bear the responsibility and legal consequences of any of your own actions involving the OFZA Platform and Services. In addition, you shall not infringe the legitimate rights and interests of any third party. 

7. THIRD-PARTY SERVICE PROVIDERS

1. 7.1 You acknowledge that OFZA shall be assigning or subcontracting, procuring goods or services for, or outsourcing any part of its normal business functions to a third-party service provider. 

2. 7.2 OFZA has the flexibility to utilize the financial terms of a transaction request (excluding the User’s identification) to assess liquidity and execute trades with one or more external entities, including interdealer brokers, to secure additional liquidity. Moreover, OFZA may analyse and carry out risk-mitigating transactions based on the financial terms of diverse transactions, considering market dynamics, liquidity considerations, and credit risks, whether on an individual, portfolio, or alternative basis. 

3. 7.3 OFZA may, on occasion and contingent upon specific situations, engage one or more third-party service providers to manage a User’s account or facilitate the conclusion of a transaction. Such third-party service providers may need specific information to ensure the successful execution and settlement of transactions. Furthermore, as part of its responsibilities as a regulated entity, OFZA may disclose Users’ information as requested or mandated by relevant global regulatory authorities. 

8. ACCOUNT MANAGEMENT

1. 8.1 Account opening and maintenance: 

1. 8.1.1 To open an OFZA Account, you need to meet all the following conditions: 

1. (a) You have read the Terms in full and have understood that you will be conducting Trades subject to the Terms. 

2. (b) You have read our Security and Privacy statement and are aware of how we process information. 

3. (c) You are acting only for your own benefit and not for any other person or on behalf of anyone else. 

4. (d) You are over 18 years old. 

5. (e) You are not a resident of a Restricted Country. 

6. (f) You must fulfil OFZA Know Your Customer / Know Your Business Due Diligence requirements. 

2. 8.2 Account closure 

1. 8.2.1 You can close your account yourself or ask us to close it for you. However, you can only close your account and withdraw any pending funds if you do not have any open trade positions and have complied with the requested Know Your Customer procedures. 

2. 8.2.2 If you do not comply with these Terms, we may close your account and, where appropriate, withhold any funds accumulated in it. If you close the account, the action is irreversible; no merger of accounts will be allowed. 

3.  

9. SETTLEMENT OF TRANSACTION

1. 9.1 OFZA shall settle any Transactions on your behalf, subject to the following conditions: 

1. 9.1.1 We give no assurance that our delivery of Virtual Assets to your Digital Wallet will be sufficient to transfer any legal or beneficial title in such Virtual Assets under the relevant jurisdiction. 

2. 9.1.2 You shall provide Us with all the information that will be required by us, within the requested time frame, including that required by the relevant Digital System, to settle any Transactions on your behalf. 

3. 9.1.3 We shall accept the Order for the transactions at our sole discretion without prior disclosure to you and shall arrange the Order of transactions to be completed by or through our agents or through our Associates. 

4. 9.1.4 We shall not be obliged to settle any transaction and do not guarantee any payment or delivery Order until we have received all necessary documents or cleared funds from your end. 

5. 9.1.5 If we aren’t in possession of an investment at the time you instruct us to sell it on your behalf, you hereby undertake to deliver that investment to us prior to the settlement date. In the event of non-delivery, you irrevocably authorize us to purchase an equivalent Investment to cover your position and to charge any resulting loss to you. You undertake, before the maturity of any Transaction that constitutes a short position, to provide us with all the necessary documents relating to the delivery of the relevant investment.

6. 9.2 OFZA shall ensure the final settlement of any Virtual Asset transaction within twenty-four (24) hours of the transaction being executed on its Platform subject to factors beyond OFZA’s control including the client meeting any obligations specified under Clause 9.1. 

10. KNOW YOUR CUSTOMER/BUSINESS

1. 10.1 We may, at our sole discretion, or as otherwise required by law, conduct appropriate Know Your Customer (KYC) / Know Your Business verification (KYB) procedures, for which you will need to register in full and provide us with specified documents, information to prove your identity, address, verification of email address and phone number, liveness check and financial means. 

2. 10.2 During registration, you are required to provide your full name, address, date of birth, place of birth, country of residence, contact number, and email address. 

3. 10.3 Depending on applicable regulations that govern your account, the KYC documentation that we shall request may include, but may not be limited to, the following:

4. 10.3.1 Proof of identity: a clear, coloured copy of an identity document, such as your national ID card, passport, or driving license. 

2. 10.3.2 Liveness check and video verification. 

3. 10.3.3 Proof of address: a formal document that contains your address, for example, your bank statement, tenancy agreement, or a utility bill. 

4. 10.3.4 Source of funds: a formal document that shows your source of funds, for example, your pay slip or bank statement. 

5. 10.3.5 Source of wealth documents: you must provide your source of wealth documents, for example, portfolio statement, accumulated savings, bank statements, investment certificates. 

6. 10.3.6 Due diligence questionnaire, and where applicable, suitability assessment for client classification. 

7. 10.3.7 Tax declaration for FATCA and CRS.

8. 10.4 All Legal Entity users must undergo Know Your Business verifications, must provide the legal license documents, including but not limited to Memorandum and/or Articles of Association, Ownership Structure, Company Organization Chart, Source of Funds and Source of Wealth documents, Proof of Address, verification and liveness check for UBO, Directors and Authorized signatories, completing due diligence questionnaire, FATCA and CRS declaration and information related to entity, intended purpose of business, and suitability assessment and eligibility assessment for client classification and any other documents that are required to complete the due diligence. 

5. 10.5 Based on the intended nature of the business relationship, we may ask for additional documents to complete your verification process. 

6. 10.6 OFZA conducts client screening, sanctions screening, on-chain virtual asset screening, market surveillance and Travel Rule compliance in accordance with applicable laws and VARA Rulebooks, including use of secure messaging to transmit required originator and beneficiary information for eligible transfers. 

7. 10.7 Your account will be kept unverified with us if the information or documents are not adequate or valid. We will be communicating with you through email, requesting the required documents for verifying your account. 

8. 10.8 You must ensure that your account’s KYC/KYB documents are always valid. We will be sending email communications to you to update the documents when they expire. 

9. 10.9 We may suspend your account, apply restrictions to fiat and virtual assets deposit/withdrawal/trading and other features until you provide satisfactory identification information, evidence of identity and address, source of funds, and/or source of wealth. 

10. 10.10 If any of your KYC/KYB documentation expires, we have the right to request additional non-expired KYC/KYB documentation and impose account restrictions until you provide. 

11. 10.11 You agree to allow your information to be disclosed to third parties for the purposes of KYC/KYB and any other checks. OFZA utilizes SumSub platform for KYC/KYB verification. 

11. WALLET AND ACCOUNTS

1. 11.1 You may transfer funds and Virtual Assets to your Account from any of the bank accounts or external wallets registered on the Platform. We may require you to verify that you control the bank account or external wallet from which you transfer Virtual Assets to your Account. You may withdraw or transfer Virtual Assets from your Account into a bank account or an external wallet which is under your control and registered with OFZA. You understand and agree that OFZA shall have sole discretion to accept and register any such bank account or External Wallet you specify on the Platform. It is your responsibility to ensure the timely and proper transfer of funds to and from your bank account or External Wallet, to improve the overall trading experience on the Market. 

2. 11.2 You acknowledge and agree that: 

1. 11.2.1 You are solely responsible for your use of your bank account and external wallet and any transfers of assets from your bank account and external wallet and your account, and we shall not be liable for any losses resulting from the delay in receiving assets into your account if such delay is not due to our gross negligence, wilful misconduct or fraud. 

2. 11.2.2 You shall be responsible for ensuring that any inbound and outbound transfer of Virtual Assets is handled in compliance with our requirements, any relevant third party, or external wallet provider requirements. 

3. 11.2.3 You shall be responsible for ensuring that the address to which any Virtual Assets are to be transferred is properly formatted and suitable for the type of Virtual Asset being transferred. We will not be able to reverse any transfer and shall not have any responsibility or liability if you instruct us to transfer a Virtual Asset to an address that is incorrect, improperly formatted, erroneous, or intended for a different type of Virtual Asset; and 

4. 11.2.4 You shall be responsible for ensuring that there are no errors in any of the transfer instructions.

5. 11.3 If you fail to comply with any requirements of Clause 11.2, the transferred Virtual Assets may be permanently lost. The timing for completing any transfer will depend on the acts of third parties that are outside of our control, and we do not guarantee the amount of time it may take to complete any such transfer.

4. 11.4 You acknowledge and agree that we may impose limits on the amount of any inbound or outbound transfers, or suspend the ability to transfer assets into or out of your Account, or terminate this Agreement: 

1.  11.4.1 To comply with Applicable Laws and Regulations. 

2.  11.4.2 To comply with an order from law enforcement or other governmental authorities. 

3.   11.4.3 Otherwise, at our discretion for the security of the Platform or other appropriate reasons.

5. 11.5 Segregation of Assets

6. 11.5.1 Any fiat funds credited to your Account will be kept in a regulated and licensed third party bank account (as segregated) designated for that purpose.  These fiat funds are held in segregated client bank accounts with licensed banks/ institutions.  

2. 11.5.2 Client Virtual Assets are held in segregated omnibus wallets under OFZA’s control with regulated or approved wallet infrastructure providers. 

3. 11.5.3 Any Virtual Assets you transfer to your Account in a combination of a ‘hot wallet’ and a ‘cold wallet,’ which are protected by multi-signature authority requirements to reduce both internal and external risk factors. When OFZA holds Virtual Assets in custody on your behalf, you acknowledge that you shall be subject to the protection of the ‘Safe Custody Provisions’ as provided for under the applicable Rules.  OFZA’s own assets are held separately from Client assets. Where assets are held in an outside jurisdiction, insolvency and client asset protections may differ. 

4. 11.5.4 OFZA shall ensure that its own assets are always held separately from the Assets which it holds on to your behalf or on behalf of its Users.

5. 11.6 Third-Party Custodians:

6. 11.6.1 You acknowledge and understand that any Assets we hold in custody on your behalf with third-party custodians may be held in an outside jurisdiction, and the market practices, insolvency, and legal regime applicable in that jurisdiction may differ from the regime applicable in the relevant jurisdiction.   

2. 11.6.2 Funds held in your Account shall not accrue interest.   

3. 11.6.3 You understand and agree that any Assets you transfer to your Account may be pooled with other Users’ Assets but shall, always, remain segregated from OFZA’s own assets.

4. 11.7 Reconciliation

1. 11.7.1 OFZA shall conduct a daily reconciliation of the bank accounts where user's fiat funds are holding and the Virtual Asset wallets (third-party custodian) in which it holds Assets on your behalf.

2. 11.8 Account Statements

3. 11.8.1 OFZA shall provide near real-time information in relation to your Account through the Platform and shall send you a statement of your Account at least monthly. The statement of your Account shall, at a minimum, reflect the amount of funds, expressed in the currency in which they are held, and a list of Virtual Assets which you hold in such Account. OFZA shall also provide you with the details of Trades you enter on the Market, and any transfers of Assets into or out of your Account.   

12. SET-OFF

1. 12.8.1 You expressly and irrevocably agree to the following:   

2. 12.8.2 We have the right to deduct (set off) any amounts you owe us under this Agreement, including fees, from any funds or Virtual Assets we hold on to your behalf.   

3. 12.8.3 We will first deduct such amounts from any available funds in your Account. If those funds are not enough to cover the full amount owed, we may sell the necessary amount of your Virtual Assets at the current Market price to recover the remaining balance.  Any sale of your Virtual Assets will be limited to the amount necessary to satisfy the outstanding amount, and will be executed in a reasonable manner, subject to Applicable Laws and Regulations and client asset protection requirements. 

13. NO ADVICE/CONSULTATION

1. 13.1 You hereby acknowledge that we shall not give you any Investment advice or advise you on the suitability of any Transactions or provide you with any trading strategy.   

2. 13.2 We shall only provide you with information and give our views on trading ideas, market colour, and the economic climate.   

3. 13.3 Information provided to you as advice can have an immense impact on the price that we may offer and liquidity at the levels at which the transaction is carried out. It may trigger knockouts, knock-ins, stop-loss orders, barriers, and may affect the market price of relevant or related instruments.   

4. 13.4 OFZA shall not enter any market-making activity with the intention of harming the User’s interest and will endeavour to minimize any market impact.   

5. 13.5 You further agree and understand that neither we nor our associates will provide you with any information known to us or our associates that is of a material interest or disclose any information for your personal benefit. 

6. 13.6 You acknowledge that neither our relationship with you nor the Services that we provide to you shall, in any way, give rise to fiduciary or equitable duties on our or any of our associates’ part.   

14. SUITABILITY

1. 14.1 OFZA provides an execution-only service and does not advise on the merits of any Trade, trading risk, or associated tax consequences, and OFZA does not provide any other financial, investment, or legal advice in connection with the Services.   

2. 14.2 OFZA acts as a platform for the trade execution of Orders and custody of Virtual Assets through third-party custodians.   

3. 14.3 OFZA is therefore not responsible for assessing whether:

4. 14.3.1 The Services are suitable for a User; or   

2. 14.3.2 Any Trade is suitable for a user’s needs.   

3. 14.3.3 Any information provided on the Website is for information purposes only and is not, nor intended to be, financial advice, investment advice, trading recommendation, or any other advice. OFZA does not warrant the accuracy, completeness, or usefulness of such information, and such information should not be considered as an offer to buy or sell a Virtual Asset. A User is solely responsible for determining whether any Trade is appropriate.   

4. 14.3.4 By opening an Account, a User accepts the risk of trading in Virtual Assets. While entering any Trade, a User represents that they have been, are, and will be solely responsible for making their own independent appraisal and investigation into the risks of each Trade and the underlying Virtual Assets.   

5. 14.3.5 By utilizing OFZA’s services, each User represents that they have sufficient knowledge, market sophistication, professional advice, and experience to make their own evaluation of the merits and risks of any Trade or any underlying Virtual Asset prior to opening an Account.   

4. 14.4 Each User must ensure that they seek professional advice, if necessary, considering their investment objectives, level of experience, and risk tolerance.   

5. 14.5 Each User should be fully aware of the specific characteristics and risks relating to the Virtual Asset that the User is planning to trade.   

15. PRICE FLUCTUATIONS

1. 15.1 The value of Virtual Assets is driven by perceived value and is susceptible to sentiment changes, making them highly volatile. Some Virtual Assets have shown daily price fluctuations exceeding 20%, posing a risk of significant losses, potentially exceeding the asset’s full value.   

2. 15.2  Virtual Assets lack backing from central banks or tangible assets and may have no inherent value, relying solely on market participants’ valuation. They are also subject to momentum pricing, driven by speculation on future appreciation, leading to increased volatility. This volatility makes Virtual Assets prone to fluctuations based on changing investor confidence, impacting their future value. There is no guarantee that Virtual Assets will maintain long-term value or widespread adoption; they may even cease to be used altogether.  You should read our Risk Disclosure Statement before placing any order. 

16. FEES AND CHARGES

1. 16.1 Fees may be incurred for part of the Services provided by us to you. The Fee Schedule in the Fees & Conditions page shall be available online and may be updated from time to time. By continuing to use the Services, you are deemed to have accepted any updates or amendments to the Fees

2. 16.2 OFZA has the right to set and modify its fee structure at its discretion. We may also start charging fees for free services. Any fee changes shall be announced in advance.   

3. 16.3 OFZA shall provide ninety (90) days’ prior notice to you in case it is about to revise or increase the Fees for providing Services.   

4. 16.4 If you do not agree with any fees charged, you may stop using one or more of the Services immediately. You are still responsible for any fees incurred up to the date of termination of the Services.   

5. 16.5 Unless otherwise stated or agreed, you agree that we have the right to automatically and without prior notice deduct the above-mentioned service fees directly from the assets of your account.   

6. 16.6 If you do not pay in full and on time, we reserve the right to interrupt, suspend, or terminate your account.   

7. 16.7 In connection with the provision of Services by us to you, you will be responsible for payment of any taxes, charges, and all other liabilities, costs, and expenses payable or incurred by us.   

8. 16.8 When offering you services or conducting business with you, we may seek professional advice. Any fees associated with such advice or services will be your responsibility, especially when we deem the consultation essential for safeguarding your interests or for upholding or enforcing our rights under these business terms or any Trading Agreement. This applies in situations beyond our reasonable control or when the consultant is engaged with your prior consent.   

17. USE OF NAME

1. 17.1 You agree that you will not use the name of any member, agent, associate, affiliate, or subsidiary of OFZA without prior approval of OFZA.   

18. RESTRICTIONS ON THE USE OF OUR PLATFORM OR WEBSITE

1. 18.1 To use the services provided on our Platform or Website, you need to confirm that you are 18 or above. By accessing and using our Platform, you are confirming that you are 18 and above and that you have not been suspended from our website or from using the services of our Platform.   

2. 18.2 You or your account should not be suspected of being involved in activities like money laundering, terrorist financing, cashing out, pyramid selling, or any other fraudulent use which we consider to be unlawful or risky.  

3. 18.3 You agree and warrant that you will not use our Platform and services, that will result in unlawful and immoral conduct. You must further ensure that there is no breach of any law, regulation, or decision of the court of any competent authority.   

4. 18.4 You further represent and warrant that you are not connected on any trade or economic sanctions lists of any Competent Authority, which includes without limitation: 1) Terrorism and terrorist financing, proliferation financing – Islamic State in Iraq and the Levant (Da’esh), Al-Qaida, the Taliban, and associated individuals, groups, undertakings, and entities, any individual or entity designated by the United Arab Emirates (‘Local Terrorism List’); and the financing of proliferation of weapons of mass destruction (WMDs) – Democratic People’s Republic of Korea: 2) nuclear-related, other weapons of mass destruction-related, and ballistic missile-related programs; Islamic Republic of Iran: nuclear program; and other sanction lists such as the United Nations Security Council Sanctions List, European Union, Hong Kong Monetary Authority, Hong Kong Customs and Excise Department, Office of Foreign Asset Control, as well as other administrative law enforcement agencies. You additionally represent and warrant that you are not on the U.A.E. Local Terrorism List nor restricted or prohibited from engaging in any type of trading by a U.A.E. government authority, the U.A.E. Central Bank, the VARA, or the Emirates Securities and Commodities Agency.   

5. 18.5 You will not use our Platform or Website, or the information provided on our website, for any illegal purpose or in any manner that is inconsistent with the Terms. You agree that the use of the Platform and the Website is solely for your personal use and for the benefit of the Company and is not for resale, distribution, or disposing of any of the information contained on the Platform and Website in any manner that could compete with the business of the Company.   

6. 18.6 You may not use the Platform and the Website to threaten, harass, stalk, abuse, and/or violate the rights of others. Furthermore, the use of the Platform and Website is not to copy, modify, reverse engineer, reverse assemble, or reverse compile or store the Platform or services or any part thereof.   

7. 18.7 You may not license, sublicense, transfer, sell, resell, reproduce, and/or otherwise redistribute the Platform and the Services or any components thereof.   

8. 18.8 You shall further be restricted from the use of Our Platform if you conduct any activity that: a) is unlawful, illegal, and/or unauthorized; b) infringes the copyright, trademark/trade secret, or the proprietary rights of any third party; c) harasses, embarrasses, or upsets other users on the Platform; d) is obscene, sexually explicit, or offensive; e) sends any unsolicited, harmful, or unauthorized advertisement spams to other users on our Platform; f) is unauthorized on our Platform because of frequent and intensive trading without proper trading mechanism; g) is defamatory to other users on Our Platform.   

9. 18.9 It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Services, and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. You agree that we do not provide legal or tax advice and are not responsible for determining whether taxes apply to your transactions, or for collecting, reporting, withholding, or remitting any taxes arising from any transactions. It is highly advisable that you consult your lawyer/professional tax adviser to determine your obligations and your tax status in your home jurisdiction.   

10. 18.10 We reserve the right to terminate your account and/or block your transaction or freeze your funds immediately without any notice or intimation to you. Also, we shall report such prohibited business activities to the enforcement authorities.   

11. 18.11 You agree to comply with code of conduct policy, all applicable Combating AML and Terrorist Financing laws of your local jurisdiction, does not violate VARA rulebooks and regulations.   

12. 18.12 You must keep your KYC/KYB documents up to date at all times to avoid any deposit, withdrawal, or trading restrictions on our platform. If your ID document or license has expired, you must submit the recently updated documents to OFZA, or when the OFZA system triggers an update and requests updated documents from you. 

19. MONEY LAUNDERING

1. 19.1 You shall not use OFZA for the purpose of money laundering, terrorist financing, proliferation financing, child-abuse, fraud, stolen funds or any other type of financial crimes.   

2. 19.2 Funds originating from criminal activity will not be accepted or processed through OFZA.   

3. 19.3 We reserve the right to freeze or report any suspicious activity or transactions to relevant regulatory and law enforcement authorities without prior notice.   

4. 19.4 OFZA reserves the right to suspend, block, freeze, or terminate any account through which suspected money laundering or terrorist financing has taken place.   

5. 19.5 OFZA will monitor all transactions and account activity to prevent and detect unlawful behaviour. To comply with our anti-money laundering policy, users must:   

1. 19.5.1 Complete the account registration process and provide valid identification, proof of address, email, liveness checks and telephone number; For legal entity clients must complete the Know Your Business Due Diligence Process, and document sharing;   

2. 19.5.2 Personally register and maintain ownership of their OFZA account, no third-party access allowed;   

3. 19.5.3 Submit all relevant documentation for processing deposit and withdrawal requests, including but not limited to sources of funds and sources of wealth documentation and any other documents;   

4. 19.5.4 Ensure withdrawals are made only to accounts held in the name of the registered user;   

5. 19.5.5 Refrain from pooling or holding third-party funds in their OFZA account. 

6. 19.5.6 Refrain from depositing or withdrawing funds to/from illicit activities.

7. 19.6 You shall not engage in any activities that attempt to obscure the origin, purpose, or destination of funds, including but not limited to layering, structuring, or commingling of illicit funds with legitimate funds.

8. 19.7 OFZA reserves the right to refuse or reverse any transaction suspected of being connected to prohibited activities, including those involving sanctioned individuals, entities, or jurisdictions, as per applicable laws and regulations. 

8. 19.8 Users are prohibited from using anonymizing services, cryptocurrencies, or other methods designed to conceal their identity or the source of funds when transacting through OFZA. 

9. 19.9 OFZA may conduct periodic reviews of account activity and user information to ensure compliance with anti-money laundering and counter-terrorist financing regulations, and users agree to provide updated information upon request during such reviews. 

10. 19.10 Any attempt to circumvent OFZA’s anti-money laundering controls, including but not limited to providing false or misleading information, may result in immediate account termination and reporting to relevant authorities. 

11. 19.11 OFZA shall not be liable for any losses or damages incurred by a user as a result of account suspension, freezing, or termination due to suspected or confirmed violations. Users will be advised to reach out to court or relevant authorities for unfreezing measures. Unfreezing of transactions will be performed when OFZA satisfied with unfreezing documents received and verifying with relevant authorities. 

20. FRAUD

1. 20.1 We may use the personal information that you provide to conduct anti-fraud checks through our fraud prevention system and controls.   

2. 20.2 The personal information that you provide may be disclosed to identity verification, credit reference, or fraud prevention agencies, which may keep a record of that information.   

3. 20.3 You must provide us with up-to-date, accurate, and complete information; otherwise, we have the right to reject any information you provide that does not appear to us to be up-to-date, accurate, or complete, or request that you correct or verify any details provided.   

4. 20.4 We have the right to ask you for information to verify that you are following the Terms. If you do not comply with our reasonable request for information, we may close, block, or suspend your account.   

5. 20.5 Your telephone conversations and/or electronic communications related to your use of OFZA may be recorded. These recordings may be used for anti-fraud purposes in accordance with our Security and Privacy Policy.  Recordings are retained and used in accordance with our Privacy Policy and Applicable Laws and Regulations. 

21. REQUISITES BY FATCA

1. 21.1 You represent that, for purposes of FATCA, if you are an FFI, you are a Participating FFI, a Deemed Compliant FFI, or an Exempt Beneficial Owner for purposes of FATCA.   

2. 21.2 If you are or become an FFI that is not a Participating FFI, Deemed Compliant FFI, or exempt beneficial owner for purposes of FATCA, you will notify us immediately in writing, and we may terminate this Agreement and any other Trading Agreement as if an Event of Default had occurred in respect of you.   

3. 21.3 All users must declare true information and details of their FATCA/CRS identification number, tax residency and other information at the time of onboarding and ongoing basis as when there are any changes. 

4. 21.4 It shall be your responsibility to provide us with all the information we request from you that we determine is necessary for us to comply with our obligations under FATCA and CRS filing.   

5. 21.5 If we are required to remit an amount of Tax with respect to a payment under any Transaction, then without duplication of any amount we deducted on account of such Tax from any amount previously paid to you pursuant to such transaction, the amount so required to be remitted shall be an additional amount payable by you to us on the payment date on which a payment giving rise to remittance required under FATCA occurs. Upon request, we will supply you with computations setting forth in reasonable detail computation of the amount payable on such payment date pursuant to the preceding sentence.   

6. 21.6 OFZA will conduct ongoing transaction monitoring and upon identifying any tax related violations, will be reported to the relevant authorities and may result in account restrictions. 

22. HANDLING USER INFORMATION, CONFIDENTIALITY, AND DATA PROTECTION

1. 22.1 OFZA has internal policies, procedures, and controls in place that are designed to protect a User’s confidential information, both internally (on a ‘need to know’ basis) and externally, as well as to adhere to and abide by any applicable regional laws, rules, and regulations regarding the handling of User information.   

2. 22.2 OFZA exercises care in limiting the sharing and use of such information only for the intended purpose.   

3. 22.3 Protecting the confidentiality and security of User information is an important part of how OFZA conducts its business.   

4. 22.4 OFZA may make use of some information contained in requests and executed transactions in order to effectuate and manage the risks involved with the transactions, as well as for portfolio and inventory risk management purposes, and, with respect to executed transactions, to provide ‘market colour’ and develop trade ideas as may be appropriate.   

5. 22.5 We may disclose confidential information relating to you where we believe it is necessary or desirable in connection with the performance or exercise of our duties or rights under this Agreement or any Trading Agreement. We may also, from time to time, provide information, which may include confidential information, to our associates.   

6. 22.6 OFZA may analyse executed transactional information of an individual on an aggregate basis for a variety of purposes, including counterparty, portfolio, inventory risk management, sales coverage, and User relationship management.   

23. USER MONEY HANDLING AND CUSTODY SERVICES

1. 23.1 OFZA’s User Money Handling and Custody Services ensure secure management of User funds and assets. Users can transfer funds and Virtual Assets between their registered bank accounts or external Wallets and their Account. Timely transfers are the User’s responsibility, and OFZA may require verification. The User must ensure the compliant handling of transfers and recipient addresses. OFZA is not liable for non-negligence-related delays in asset reception.  The User may ensure that Fiat and Virtual Asset transfers must be same name between your verified accounts and wallets and your OFZA account. 

2. 23.2 User’s Virtual assets are segregated and stored securely. Virtual Assets are held in ‘hot’ and ‘cold’ wallets, protected by multi-signature security. Third-party custodian-held assets may follow different regulations. Comprehensive record keeping, reconciliation, and discrepancy reporting ensure transparency. Audit trails are maintained for all transactions.   

24. NEGATIVE BALANCE PROTECTION

1. 24.1 Based on your country of residence, negative balance protection might apply to you according to local regulations. In that case, if your balance becomes negative due to Stop Out, automatic compensation will revert your balance to zero.   

2. 24.2 It is advisable if your account shows a negative balance, you must promptly fund it to restore a zero or positive balance. Negative balance protection does not apply unless expressly stated in product-specific terms 

3. 24.3 The provisions of negative balance protection do not apply in the following situations:   

1. 24.3.1 When you open a trade that is considered prohibited;   

2. 24.3.2 When you are a professional User or an eligible counterparty;   

3. 24.3.3. When a negative balance results from your breach of any of the terms of this Agreement.   

25. CURRENCY AND CONVERSION RISK

1. 25.1 Trades may be executed in a currency different from the currency that the User deposited in its Account. The User should be aware of the risk of currency fluctuation and any risks related to it. A movement in an exchange rate may have a positive or adverse effect on the gain or loss achieved from any Trade.   

2. 25.2 If you convert Virtual Assets following the execution of an order or where an order is denominated in a particular Virtual Asset other than your primary reference asset, there is a risk that, if the markets move against your position, then upon maturity or any earlier, the net proceeds may be significantly less than the initial amount in your primary reference asset, and any income or gains may be entirely negated.   

26. SCHEDULED DOWNTIME

1. 26.1 The User agrees and understands that part of or all the Services may be periodically unavailable during scheduled maintenance.   

2. 26.2 Downtime may be communicated in advance to the User via a Notice published on the Website or by other means with the timing, affected services and any other key notifications that user must be aware off.   

27. SUSPENSION OF SERVICES   

1. 27.1 The User acknowledges and agrees that OFZA shall have, at OFZA’s sole discretion, the right to suspend all or part of the Services, or the User’s access to all or part of the Services, whenever OFZA determines in OFZA’s sole discretion that:   

1. 27.1.1 User has violated OFZA internal policy, KYC/KYB requirements, and did not cooperate with ongoing due diligence and monitoring procedures. 

2. 27.1.2 where OFZA considers it necessary for compliance, security, or market integrity, including suspected breaches of these Terms or of Applicable Laws and Regulations, or to conduct investigations. 

3. 27.1.3 Suspension is required if there are reasonable grounds to suspect a User is engaging in prohibited market conduct, such as insider trading, market manipulation (e.g., wash trading, spoofing, or front-running), or other behaviours and take appropriate action in accordance with due diligence.  

4. 27.1.4 The User may have breached this Agreement or the proper functioning of the OFZA Platform is in jeopardy.  For further information please refer to code of conduct policy. 

5. 27.1.5 For the purposes of Clause 27.1.1, the proper functioning of the OFZA Platform will be in jeopardy in the following circumstances:   

1. (a) When a computer or telecommunications network ceases to operate or function because of an accident.   

2. (b) In the event of a Force Majeure Event that affects the provision of the Services.   

3. (c) When OFZA’s assets or the User’s Assets, or the OFZA Platform, are the subject of an attempted or actual malicious attack, which may, among other things, result in the theft or loss of such assets.   

4. (d) When an event affects the proper functioning of critical systems relied upon by the OFZA Platform, including the pricing system or any other system necessary for the provision of the Services.   

5. (e) When OFZA suspects unauthorized use of the OFZA Platform, or a breach of these Terms or Applicable Laws and Regulations.   

6. (f) When OFZA determines that it is necessary, in its sole discretion, to conduct investigations considering its requirements under Applicable Laws and Regulations or to ensure the proper functioning of the OFZA Platform.   

7. (g) When OFZA deems that the provision of the Services cannot continue due to changes in Applicable Laws and Regulations, social conditions, or factors outside OFZA’s control, including but not limited to when a Virtual Asset is no longer deemed an ‘Acceptable Virtual Asset’ by the Competent Authorities; or   

8. (h) When, for any other reason, OFZA determines in its sole discretion that suspension is necessary.   

28. WARRANTIES AND REPRESENTATIONS

1. 28.1 You shall be duly organized and validly exist under the laws of your jurisdiction of establishment, and you have good standing under the relevant laws 

2. 28.1 You acknowledge that by accepting these Terms, we believe that you have not relied upon any statements, representations, promises, or undertakings made by our associates, directors, partners, employees, officers, and agents that aren’t expressly contained in these Terms.   

3. 28.3 We do not make representations and warranties whatsoever in respect of the validity or sufficiency of Investments, the enforceability of any rights and interests relating to the investments, or whether it is appropriate, necessary, or desirable to take or omit any action in relation thereto.   

4. 28.4 You warrant and acknowledge that, both at the time these Terms are entered into and on a continuing basis, including each time a Trading Agreement is executed, the warranties and acknowledgements remain valid and in effect.   

5. 28.5 You have the full right and capacity to take and have already taken all necessary corporate and other actions that authorize you to enter into these Terms and any Trading Agreement and the Transaction contemplated thereunder and to perform your obligations hereunder.   

6. 28.6 You shall comply with the terms of any authorization, concepts, and approvals of all the applicable regulations and directives of government or regulatory bodies and thereby deliver to us the copies of such authorizations, consents, and approvals, and evidence of compliance with them and any such Applicable Regulations.   

7. 28.7 You warrant that entering and performing the transactions contemplated by the Terms and any Trading Agreement shall not breach any applicable regulations or any agreement or instrument by which you are bound.   

8. 28.8 You understand and acknowledge that you have the necessary experience and knowledge to understand the risks involved in relation to each Transaction you enter pursuant to these Terms.   

9. 28.9 You have entered an arrangement with Us for commercial purposes only.   

10. 28.10 You shall notify us immediately in writing if any of the representations or warranties made by you under this clause or otherwise cease to be true and accurate or, with the service of notice or passage of time, would cease to be true and accurate.   

11. 28.11 You are responsible for compensating us for any costs and losses that we might incur or bear because of your failure to comply with any of your obligations mentioned in these Terms. This includes indemnifying us against any costs that arise through the enforcement of any of our rights under the Terms.   

12. 28.12 You warrant and represent to be fully and personally responsible for settling every transaction into which you enter through your account with us. You are responsible for ensuring that you alone control access to your account and that no minors/third parties are granted access to the OFZA website. You remain fully liable for all positions traded on your account and for any credit/debit card or other transactions entered through the OFZA website for your account. You agree to indemnify us against all costs and losses of any kind whatsoever that we may incur as a direct or indirect result of your failure to perform or settle any such transaction entered through the OFZA website, trades you enter on the market, and any transfers of assets into or out of your account.   

13. 28.13 We reserve the right to refuse or cancel any of our services, refuse or reverse any of your trades, and charge you the deposit and/or including but not limited to the following reasons: 

1. 28.13.1 Any instance where we believe that your activity on OFZA may be illegal in the U.A.E. or that it may breach any laws, regulations, instruments, ordinances, or rules.   

2. 28.13.2 Any instance where we believe that your activity on OFZA may breach any laws, regulations, instruments, ordinances, or rules that govern the operation of any exchange, financial market, or financial regulatory environment, or where you make any false or misleading representation to us.   

3. 28.13.3 Any instance where legal authorities, law enforcement agencies, or regulators approach or contact us with a request that prevents us from offering our services to you.   

4. 28.13.4 Any instance where we may suffer any pecuniary, fiscal, or regulatory disadvantage because of your activities on OFZA.   

5. 28.13.5 We have the right to prohibit you from trading on OFZA and/or reverse any affected trades if, at our sole discretion, we determine that you are in possession of insider information, have insider knowledge relating to any financial market, issuer, or instrument, or have attempted to manipulate the market for any financial instrument.   

29. EVENTS OF DEFAULT

1. 29.1 The following shall constitute a default:   

1. 29.1.1 Any representation or warranty made by you or given or deemed to be given in respect of these Terms is proved to have been false or misleading in any material respect at the time it was made or given.   

2. 29.1.2 You become insolvent or unable to pay your debts when they become due or become the subject of insolvency, bankruptcy, or similar proceedings, or an Insolvency Official is appointed to take over all your assets.   

3. 29.1.3 Any Event of Default or equivalent event occurs under a Trading Agreement or under any other agreement between you and us.   

4. 29.1.4 Any event occurs that we consider and characterize as an event of default to protect against violation of any Applicable Rules and Regulations and good standards of market practice or to protect ourselves.   

5. 29.1.5 Any event that occurs which, in our view, might have a material adverse effect on your ability to perform your obligations under these Terms and Conditions or any Trading Agreement with Us.   

6. 29.1.6 You shall be under an obligation to notify and inform Us if a Default occurs in relation to You.   

30. LIMITATION OF LIABILITY AND INDEMNITY   

1. 30.1 To the maximum extent permitted by law, our aggregate liability for any damages and losses under the cause of action shall not exceed USD 1,000 (or equivalent amount in AED) or the exact quantum of loss, whichever is less. We shall not be liable for any consequential, incidental, direct, or indirect loss or damage (including but not limited to trading losses or damages, lost profits, or damages that result from the use of Our Websites or the Platform and because of third-party content, inconvenience, or delay).   

2. 30.2 Neither we nor our affiliates, associates, third-party providers, or respective directors, managers, officers, shareholders, employees, or agents make any warranty with respect to, and no such party shall have any liability to you for:   

1. 30.2.1 The accuracy, adequacy, timeliness, completeness, reliability, performance, or continued availability of the Platform and/or Services; or   

2. 30.2.2 Delays or changes in the market conditions before any particular transaction is affected.   

3. 30.2.3 In respect of any acts or omissions or level of solvency of any Digital System, bank, nominee, broker, or third party.   

4. 30.2.4 Delays, omissions, or interruptions to the Platform and/or Services;   

5. 30.2.5 We have not verified, monitored, reviewed, or authenticated in whole or in part the information and materials that comprise the platform and the services, which may include inaccuracies or typographical or other errors.   

6. 30.2.6 Except as otherwise required by applicable law, we will not be liable for any loss or damage caused to your information technology, devices, computer programs, Platform, data, or other proprietary material arising in connection with your use of this Platform and/or the Services.   

7. 30.2.7  Nothing in this clause excludes or limits the liability of our affiliates, associates, third-party providers, or respective directors, managers, officers, shareholders, employees, or agents, or indemnified parties’ liability for:   

1. (a) Death or personal injury caused due to negligence;   

2. (b) Fraud and fraudulent misrepresentations;   

3. (c) Any other liability that cannot be excluded under the applicable law.

4. 30.3 You undertake to indemnify and hold us, our associates (including in respect of any associate that is a broker), and the indemnified Parties harmless against any Loss which any of the foregoing may suffer or incur directly or indirectly in connection with or as a result of anything done or omitted to be done for the purpose of carrying out any Transaction for your account or providing any Service to you or otherwise acting on your Instructions under these Terms or any Trading Agreement, but, in each case, except to the extent that such Loss is caused by gross negligence, wilful default, or fraud on the part of us or any associate or indemnified party.   

4. 30.4 Unless otherwise agreed with you, to the extent that we receive, or we are required to make a payment of, any amounts in respect of penalties levied with respect to a Transaction undertaken by you, you agree that these will be for your account and we will credit any penalties in your Favor and you will pay (and will authorize us to debit any cash sums held by us) any amounts due from you.   

5. 30.5 If any action or proceeding arises between (i) (on one hand) us, an associate, or Digital System, and (ii) (on the other hand) a third party, in relation to any act or omission arising out of these Terms or any Trading Agreement, including in relation to any investment or Transaction effected on your Instructions, you agree to co-operate with us or any associate or Digital System at our request to the fullest extent possible in the defence or prosecution of such action or proceeding.   

31. INTELLECTUAL PROPERTY RIGHTS   

1. 31.1 You agree and understand that all the rights, title, ownership, interest, and intellectual property rights relating to the Website or the Platform, including any information that has been shared either on the Website or on the Platform, solely belong to Us and/or Our licensors.   

2. 31.2 Our Platform or Website may provide information, content, or any other materials that you may have access to, supplied by third-party providers, and all the rights, title, ownership, interest, and intellectual property rights relating to such content and material shall remain the sole property of the third-party providers. We do not endorse, recommend, or hold any responsibility for verifying the accuracy, validity, correctness, and completeness of the content and materials of third-party providers. Third-party materials are provided on an “as is” basis without warranties. Thus, the use of such content and materials of third-party providers is your sole responsibility.   

3. 31.3 You agree that you shall not in any circumstances a) modify, adapt, reproduce, translate, or create derivatives work of our Website and Platform or the content and materials provided through our Website and Platform by the third-party providers; b) you shall not attempt to reverse engineer, decompile, disassemble, or attempt to discover the source code of our Website or Platform; c) make any personal or commercial use of Our trademark, logo, and brand name; d) edit, translate, modify, or remove any derivative work from Our Website or our Platform or remove any copyright notice, trademark, logo, or product details from our Website or Platform.   

32. TERMINATION   

1. 32.1 We reserve the right to terminate your services to use our website or our Platform in cases where:   

1. 32.1.1 You breach any of the provisions of the Terms, or if We believe that You have carried out any transaction which is fraudulent, unauthorized, suspicious, without limitation in relation to money laundering, terrorist financing, and/or any other illegal activities.   

2. 32.1.2 We have reasonable grounds to believe that the funds or proceeds, including the Virtual Assets in your account, are associated with any criminal activities or are illegally possessed by you.   

3. 32.1.3 We believe that you have been subjected to any insolvency or dissolution proceeding that may affect or cause a threat to us.   

4. 32.1.4 You have violated the laws and regulations set by the regulatory authorities.   

5. 32.1.5 We have been directed by the government authorities to do so.   

6. 32.1.6 Where OFZA reasonably determines that continued provision of Services would pose unacceptable legal, regulatory, operational, or financial crime risk. 

7. 32.1.7 Terms and Conditions may be terminated by notice:   

1. (a) At any time by either party, and such notice shall be effective on the date that is the later of: (a) fifteen (15) calendar days following notice, and (b) the latest settlement date in respect of any Transaction entered under these Terms and Conditions or any Trading Agreement.   

2. (b) Such notice shall be given to us at [email protected] or [email protected]  and, if given to you, shall be sent in accordance with your contact details provided to us at the time of your account opening and will be deemed to have been received (whether actually received) by you on the date on which we send you such notice.   

33. COMMUNICATIONS WITH US   

1. 33.1 You can contact us via our dedicated email, mobile applications, social media or online chat. Contact details can be found on the Contact Us page of our website.   

2. 33.2 It is your responsibility to make sure that you can receive the emails we send you.   

3. 33.3 Notices will be deemed received when sent to the most recent contact details provided by you, or when posted in your account or on the Website, unless Applicable Laws and Regulations require another method. 

34. GENERAL PROVISIONS   

1. 34.1 These Terms supersede all prior or contemporaneous agreements, representations, warranties, or understandings, whether written or oral, relating to the subject matter hereof.   

2. 34.2 Any headings and captions are just for the purpose of convenience and in no way shall define or explain any section of the provision thereof.   

35. FORCE MAJEURE   

1. 35.1 Force majeure events are events beyond the control of either of the Parties and are not reasonably foreseen and substantially prevent either Party from complying with the obligations set forth herein and shall include such events:   

1. 35.1.1 Acts of God, explosion, tempest, war, state or governmental actions, exchange controls, nationalizations, devaluations, political interference.   

2. 35.1.2 Forfeitures, natural disasters, terrorism, war, riots, civil commotion, military action, insurrections, rebellions or revolutions, and similar acts;   

3. 35.1.3 Pandemics and epidemics;   

4. 35.1.4 Any other similar acts, events, delays, disruptions, distortions, or delays.   

36. TRANSFER OF BUSINESS   

1. 36.1 In the event of a transfer of the whole or part of the business of OFZA to any third party, the User consents to the transfer of the business relationship between the User and OFZA, which includes but is not limited to the User’s:   

• • Account;   

• • Assets;   

• • Liabilities; and   

• •  Protected Data.   

2. 36.2 If OFZA is acquired by or merged with a third-party entity, OFZA reserves the right to transfer or assign the information collected from Users as part of the acquisition, merger, sale, or other change of control.   

37. MARKET SURVEILLANCE AND NOTIFICATIONS TO VARA   

1. 37.1 Our Platform providing Exchange Services shall share information for surveillance and disciplinary purposes with VARA, including establishing arrangements that allow us to share information on large exposures in correlated markets.   

2. 37.2 Our Platform providing Exchange Services shall ensure that their fee structures are transparent, fair, and non-discriminatory and that they do not create incentives to place, modify, or cancel orders or to execute transactions in a way that disrupts the fair and orderly functioning of any market involving Virtual Assets.   

38. GOVERNING LAW   

1. 38.1 The Terms, including the use of Services on Our Website and Platform or any claim or counterclaims or disputes of any kind or nature whatsoever arising from or out of the Terms, shall be governed by the laws and regulations of Dubai, U.A.E. The courts in Dubai, U.A.E., shall have jurisdiction to entertain any disputes that may arise regarding the present Terms.   

2. 38.2 We do not support any solicitation and offerings in your country, and you cannot use our Platform for any prohibited offerings.   

39. RESTRICTED JURISDICTIONS   

1. 39.1 USERS FROM THE FOLLOWING JURISDICTIONS ARE PROHIBITED FROM ACCESSING OR USING ANY SERVICES PROVIDED BY OFZA FINTECH VIRTUAL ASSETS EXCHANGE SERVICES L.L.C.: 

1.  39.1.1 AFGHANISTAN, BELARUS, CENTRAL AFRICAN REPUBLIC, DEMOCRATIC REPUBLIC OF THE CONGO, ERITREA, GUINEA BISSAU, HAITI, IRAN, IRAQ, LEBANON, LIBYA, MALI, MYANMAR (BURMA), NORTH KOREA, RUSSIA, SOMALIA, SOUTH SUDAN, SUDAN, SYRIA, VENEZUELA, YEMEN, US MINOR OUTLYING ISLANDS, THE UNITED STATES, AND CHINA, OR ANY OTHER COUNTRY OR TERRITORY THAT IS FATF HIGH-RISK, SUBJECT TO SANCTIONS OR RESTRICTIONS IMPOSED BY THE UNITED NATIONS, THE UNITED STATES, THE EUROPEAN UNION, OR THE UNITED ARAB EMIRATES.   

2. 39.2 THE LIST OF RESTRICTED JURISDICTIONS IS SUBJECT TO CHANGE AT ANY TIME IN ACCORDANCE WITH UPDATES IN RELEVANT INTERNATIONAL SANCTIONS LISTS, FATF MUTUAL EVALUATION REPORTS, U.A.E. REGULATIONS, OFZA INTERNAL RISK ASSESSMENTS, AND OUR INTERNAL AML/COMPLIANCE POLICIES. OFZA MAY IMPLEMENT SUCH CHANGES WITHOUT PRIOR NOTICE, AND USERS ARE REQUIRED TO REGULARLY REVIEW THE MOST CURRENT VERSION OF THESE TERMS TO REMAIN INFORMED.   

40. PROHIBITED BUSINESS   

1. 40.1 ANY USE OF OUR SERVICES IN CONNECTION WITH THE FOLLOWING ACTIVITIES OR BUSINESSES IS STRICTLY PROHIBITED (‘PROHIBITED BUSINESSES’). OFZA RESERVES THE RIGHT TO MONITOR, REVIEW, AND INVESTIGATE ANY ACCOUNT, TRANSACTION, OR USER ACTIVITY FOR INDICATIONS OF ENGAGEMENT IN SUCH PROHIBITED BUSINESSES:   

2. (a) Adult and entertainment services;   

2. (b) Arms trading and the unlicensed sale of weapons, including but not limited to firearms, ammunition, knives, explosives, and related accessories;   

3. (c) Gambling activities, including betting and games of chance;   

4. (d) Payments to non-regulated charity organizations and religious organizations;   

5. (e) Deceptive marketing, pyramid schemes, or false advertising services;   

6. (f) Unlicensed money service businesses (MSBs); 

7. (g) Proliferation Financing supporting industries including dual use goods and weapons of mass destruction. 

8. (h) Production or activities involving harmful or exploitative forms of forced labour/harmful child labour, 

9. (i) Pornography and other mature audience content (including literature, imagery and other media) depicting nudity or explicit sexual acts. 

10. (j) Production or trade in pharmaceuticals subject, pesticides/herbicides to international phase outs or bans, retailers selling products derived from cannabis cannabidiol. 

11. (k) Trading in or distribution of drugs, narcotics, controlled substances, and related paraphernalia, including bongs, vaporizers, and hookahs;  

12. (l) Use or operation of shell banks;   

13. (m) Sale or distribution of unapproved or unlicensed pharmaceuticals and medical products;   

14. (n) Money laundering, fraud, terrorist financing, or any other form of financial crime;   

15. (o) Trading in or distribution of drugs, narcotics, controlled substances, and related paraphernalia, including bongs, vaporizers, and hookahs;   

16. (p) Goods or services that infringe upon intellectual property rights, including but not limited to copyrights, trademarks, and patents;   

17. (q) Counterfeit, fake, stolen, or unauthorized goods, including the sale of forged documents or novelty items such as fake IDs;   

18. (r) Activities involving market manipulation, wash trading, spoofing, front-running, insider trading, or other deceptive practices within financial markets;   

19. (s) Entities with bearer share ownership structures;   

20. (t) Defense industry, firearms and munitions manufacturers, nuclear energy; transactions or business involving ivory and protected species.   

21. (u) Extractive industries; 

22. (v) Precious metals and stones 

23. (w) Embassies/Consulates 

24. (x) Activities involving market manipulation, wash trading, spoofing, front-running, insider trading, or other deceptive practices within financial markets; 

25. (y) Any other activity that is unlawful or that, at OFZA’s sole discretion, may violate applicable laws, regulations, sanctions, or is determined to involve proceeds from illegal activities.   

26. 40.2 ENGAGING IN OR FACILITATING ANY PROHIBITED BUSINESS WILL BE CONSIDERED A MATERIAL BREACH OF THESE TERMS AND CONDITIONS. OFZA RESERVES THE RIGHT TO TAKE ANY OF THE FOLLOWING ACTIONS, WITHOUT PRIOR NOTICE:   

26.   a) Immediate suspension or permanent termination of your account;   

1.   b) Rejection, blocking, or freezing of related transactions or funds;   

2.  c) Disclosure or reporting of suspected prohibited activity to relevant law enforcement or regulatory authorities.   

41. SEVERABILITY   

1. 41.1 If any provision of these Terms is held by any competent authority or court to be void or unenforceable in whole or in part, the other provisions of these Terms and the remainder of the affected provisions shall continue to be valid and will be enforceable.   

42. DISCLAIMER   

1. 42.1 YOU UNDERSTAND THAT SINCE VIRTUAL ASSETS ARE VOLATILE IN NATURE, THEY CARRY SUBSTANTIAL RISKS, AND THERE IS A POSSIBILITY THAT YOU MAY LOSE MONEY WHILE DEALING AND INVESTING IN VIRTUAL ASSETS. BEFORE INVESTING OR DEALING IN VIRTUAL ASSETS, YOU SHOULD CONDUCT PROPER RESEARCH OF THE VIRTUAL ASSETS, AS EACH VIRTUAL ASSET HAS ITS OWN UNIQUE FEATURES.  FOR FURTHER INFORMATION, PLEASE REFER TO OUR RISK DISCLOSURE STATEMENT. 

2. 42.2 YOU UNDERSTAND THAT THE INFORMATION SHARED ON OUR WEBSITE AND OUR PLATFORM IS NOT INVESTMENT ADVICE. ANY INFORMATION THAT IS SHARED WITH YOU THROUGH OUR WEBSITE OR EMAILS, AND/OR THROUGH ANY OTHER MEANS OF COMMUNICATION, IS FOR GENERAL INFORMATION PURPOSES ONLY. WE DO NOT PROVIDE ANY LEGAL, INVESTMENT, OR TAX ADVICE TO ANY OF OUR USERS, AND YOU SHALL SOLELY BE RESPONSIBLE FOR DETERMINING WHETHER THE INVESTMENT STRATEGY RELATED TO ANY TRANSACTION IS BENEFICIAL FOR YOU OR NOT, DEPENDING ON YOUR OBJECTIVES AND RISK TOLERANCE. YOU FURTHER UNDERSTAND THAT THE INFORMATION WE SHARE SHALL NOT BE TREATED BY YOU AS A RECOMMENDATION/SUGGESTION OR AS AN ENCOURAGEMENT TO SOLICIT TO BUY AND SELL OR HOLD ANY VIRTUAL ASSETS AND ENGAGE IN ANY SORT OF TRADING STRATEGY OR ACTIVITY. YOU MAY TAKE CONSULTATION FROM YOUR FINANCIAL ADVISOR OR YOUR TAX OR LEGAL PROFESSIONAL, WHO CAN GUIDE YOU IN TAKING FINANCIAL DECISIONS AND THEREBY CAREFULLY LOOKING INTO YOUR FINANCIAL CONDITION, AND CAN SUGGEST TO YOU WHETHER TO TRADE OR NOT TO TRADE IN VIRTUAL ASSETS.   

3. 42.3 PLEASE CAREFULLY NOTE THAT WE DO NOT PROMISE OR PROVIDE ANY INSURANCE ON COVER FOR THE LOSSES SUFFERED BY YOU WHILE TRADING IN VIRTUAL ASSETS ON OUR PLATFORM.   

43. COMPLAINT HANDLING   

1.  

2. 43.1 OFZA has established a Dispute Resolution and Complaint Handling Policy to address and resolve User grievances. Please refer to OFZA Complaint handling policy published on the website. 

2. 43.2 clients can raise their complaints through one of the following OFZA platform and monitored channels: 

1. 43.2.1 Interactive chatbot on OFZA website https://ofza.com/en/login  

2. 43.2.2   Fully dedicated Email for receiving client complaints: [email protected]  

3. 43.2.3       Official social-media platforms (listed on website): https://ofza.com/en  

4. 43.2.4   Log the complaint through Complaint Form available at OFZA website. 

5. 43.3 OFZA shall investigate all complaints promptly and resolve complaints as soon as practicable within a reasonable period of time, in accordance with the following requirements; 

1. 43.3.1    OFZA will acknowledge all complaints within five (5) days of complaint being made; 

2. 43.3.2   OFZA will resolve all complaints within four (4) weeks of the complaint being made 

3. 43.3.3   except in extraordinary circumstances, in which case OFZA must: 

1. (a) provide the client an update on the status of the complaint, and explain the extraordinary circumstances delaying its resolution, within four (4) weeks of the complaint being made; and 

2. (b)  resolve the complaint no later than eight (8) weeks from when the complaint was made. 

3. 43.4 The initial acknowledgment sent to the complainant will include all relevant details about the process, timelines, and contact information. 

5. 43..5 Complaint outcomes and updates will always be communicated in writing, unless the complainant specifically requests an alternative communication method. 

6. 43.6 The complaints process will be provided free of charge, and OFZA will not impose any fees for the submission, review, or handling of complaints. 

44. CONTACT INFORMATION   

1. For any questions about these Terms, please contact us at [email protected] or [email protected].