Client Agreement (Broker-Dealer Services)

This Client Agreement (the "Agreement") is entered into by and between you (the "Client," referred to as "you" or "your") and ARP Digital FZCO ("ARP Digital," "we," "us," or "our"), a company registered in the United Arab Emirates with its registered office at: Dubai, HDS Tower M Cluster, Jumeirah Lake Towers 34th Floor, HDS Tower Dubai, United Arab Emirates. ARP Digital is licensed and regulated by the Dubai Virtual Assets Regulatory Authority (VARA) to provide Broker-Dealer Services. ARP Digital conducts its business in a fair, honest, and transparent manner and in the best interests of its clients and the integrity of the market, in accordance with its regulatory obligations.

ARP Digital FZCO is part of the ARP Digital group of companies (the "Group"), which includes affiliated entities providing digital asset services in other jurisdictions.

Please read this Agreement carefully. By creating an account with ARP Digital or using any of our Services, you acknowledge that you have read, understood, and agree to be bound by all the terms and conditions contained herein. If you do not agree, you must not use our Services.

1.1. Scope: This Agreement governs your access to and use of the digital asset trading services provided by ARP Digital (the "Services"), including over-the-counter ("OTC") brokerage for buying, selling, and exchanging Virtual Assets.

1.2. Binding Agreement: This Agreement, together with our Privacy Policy and any other guidelines or documents expressly incorporated by reference, constitutes the complete and binding legal agreement between you and ARP Digital regarding the Services. Additional information relating to ARP Digital’s operational practices, safeguarding arrangements, supported Virtual Assets, and risk management framework may be made available through ARP Digital’s published policies and disclosures on its website. Where referenced, such policies form part of the overall client disclosure framework. ARP Digital will ensure that any links or references to these materials remain accurate and up to date in accordance with applicable regulatory requirements.

1.3. Amendments: ARP Digital reserves the right to amend or update this Agreement from time to time. We will provide notice of any changes at least 30 calendar days before such changes take effect, either by email, through the Client Account portal, or via other Communication Channels. Your continued use of the Services after the effective date of any amendment constitutes your acceptance of the revised terms. If you do not agree to any amendment, you must stop using the Services and may terminate this Agreement as described below.

1.4. Changes to Services: ARP Digital may modify, suspend, or discontinue certain aspects of the Services in its discretion, in compliance with applicable law. However, in all such cases, we will provide you with at least 30 calendar days’ prior written notice of any change to, or discontinuation of the Services. The notice will describe the nature of the change and its effective date.

For the purposes of this Agreement, the following terms have the meanings given below:

• Affiliate – any entity that directly or indirectly controls, is controlled by, or is under common control with another entity (for example, entities under the ARP Digital Group).
• Agreement – this Client Agreement, including all policies or documents referenced within it.
• AML/CFT – anti-money laundering and combating the financing of terrorism.
• Applicable Law – all laws, regulations, rules, and regulatory guidance from any government or regulatory authority that apply to the Services or to either party.
• Business Day – any day other than a Saturday, Sunday, or official public holiday in Dubai, UAE.
• Client Account – the account you register with ARP Digital to access and use the Services.
• Communication Channels – the communication methods designated by ARP Digital for interacting with you regarding Services, such as email, our secure online platform, or approved messaging applications (e.g., encrypted chat or Telegram) for requesting Quotes and executing trades.
• Fiat Currency – any government-issued currency that is designated as legal tender (for example, UAE Dirhams, US Dollars, etc.).
• Order – a firm, binding instruction from you to buy or sell a specified quantity of a Virtual Asset at a quoted price.
• OTC Desk – our over-the-counter trading desk service through which ARP Digital executes trades as principal counterparty to clients.
• Quote – an indicative, time-limited price quote provided by ARP Digital for buying or selling a specified Virtual Asset.
• Services – the virtual asset trading, brokerage, and related services provided by ARP Digital under this Agreement, including OTC trade execution and any ancillary services.
• Settlement – the final transfer of Virtual Assets or Fiat Currency to complete a confirmed trade.
• Virtual Asset (also referred to as Crypto-Asset) – a digital representation of value that can be digitally traded or transferred and used for payment or investment purposes (for example, Bitcoin or Ether).

3.1. Eligibility: To be eligible to use our Services, you must be at least 18 years old (or the age of majority in your jurisdiction, if higher) and have the legal capacity to enter into this Agreement. If you are registering or using the Services on behalf of a legal entity (such as a company), you represent that you have the authority to bind that entity to this Agreement. You must not be a resident or located in any jurisdiction where the Services are not offered or where your use of the Services would violate Applicable Law (for example, certain sanctioned or high-risk countries as determined by us).

3.2. Registration: You are required to register for a Client Account to access the Services. As part of our onboarding and AML/CFT compliance procedures, you agree to provide current, accurate, and complete information about yourself (and, if applicable, about the entity you represent) as requested by us. This includes, but is not limited to, your full legal name, address, date of birth or incorporation, government identification number (such as Emirates ID or passport number for individuals, or registration number for entities), and any supporting documents we may request. You agree to promptly update your information if it changes. We may refuse to open an account or provide Services to any applicant at our sole discretion, especially if eligibility criteria are not met or due diligence requirements are not satisfied.

3.3. Verification: You authorize ARP Digital to conduct any inquiries we consider necessary, either directly or through third-party services, to verify your identity, background, and compliance with Applicable Law. This may include identity verification processes, sanction screenings, credit or background checks, and ongoing monitoring as required by law or internal policy. If you do not provide the requested information or if we cannot verify your identity to our satisfaction, we may reject your account application, or suspend or terminate your Client Account.

3.4. Account Security: You are responsible for maintaining the confidentiality and security of your Client Account login credentials. You must not share your password or API keys with anyone, and you must use appropriate security measures (such as enabling two-factor authentication) to protect access to your account and Communication Channels. You agree to notify us immediately if you become aware of any unauthorized access to or use of your account, or any other breach of security. You are responsible for all activities that occur under your Client Account, except to the extent such activities result from a security breach of our systems.

4.1. OTC Desk: ARP Digital operates an OTC Desk that facilitates large-volume and block trades of Virtual Assets. When you trade through our OTC Desk, you are trading directly with ARP Digital as your counterparty (principal). We do not operate a public order-book exchange; each trade is individually negotiated or executed based on your requests for Quotes and our offers.

4.2. Pre-Funded Trading (Non-Custodial): ARP Digital does not provide custodial wallet services for ongoing trading purposes. All trades are conducted on a pre-funded basis, meaning you must deliver the required funds or Virtual Assets to us prior to execution of a trade (as described in Section 6 below). For the avoidance of doubt, ARP Digital assumes control of, and liability for, client Virtual Assets only at the point such assets are received into ARP Digital-designated wallets for the sole purpose of executing a specific client instruction or settling a confirmed transaction. ARP Digital remains liable for such Virtual Assets until settlement is completed in accordance with the relevant Trade Confirmation. At all other times, including prior to pre-funding and immediately following completion of settlement, Virtual Assets are not under the control of ARP Digital and remain the responsibility of the Client or the relevant external wallet or banking institution designated by the Client. We will hold any such client funds or assets solely for the purpose of executing your trade and will not use them for any other purpose. Where there is any change to the custody or control arrangements affecting client Virtual Assets — including the involvement of third-party providers or changes in the location of such assets — ARP Digital will notify Clients accordingly and update its disclosures in line with applicable regulatory requirements. Client fiat funds are maintained in designated client bank accounts, and client Virtual Assets are held in secure wallets, separate from ARP Digital’s own assets, in accordance with regulatory requirements. ARP Digital does not commingle your assets with its proprietary assets, and we will never lend, reinvest, or otherwise dispose of your assets except to facilitate your trades or returns as instructed by you.

4.3. External Wallet Requirement and Withdrawal Obligations: Clients are required to maintain and provide their own external wallet addresses for the receipt of Virtual Assets following the completion of each transaction. ARP Digital does not provide custodial wallet services for the ongoing holding of Virtual Assets.

All client wallet addresses used for settlement must be pre-validated in accordance with ARP Digital’s security and compliance procedures (including, where applicable, wallet whitelisting requirements).

Clients are expected to promptly withdraw any Virtual Assets delivered to ARP Digital-designated wallets for settlement purposes. ARP Digital does not support the ongoing storage of Virtual Assets and may, at its discretion, restrict account functionality (including placing accounts in "withdraw-only" mode), suspend trading access, or take other appropriate measures where assets remain unwithdrawn beyond a reasonable timeframe, or where such circumstances may give rise to unintended custodial, operational, or regulatory risk.

4.4. Execution Venues: To fulfill your Orders, ARP Digital may at its sole discretion utilize a variety of liquidity sources or execution venues. This can include trading directly from our own inventory, engaging affiliated liquidity providers within the ARP Digital Group, or accessing external third-party market makers, exchanges, OTC liquidity partners, or custodians. We will handle the routing and execution of client Orders in a manner we determine to be commercially reasonable, aiming for timely execution at the agreed Quote price (see Section 5 on trading process). By using our Services, you authorize ARP Digital to decide how and where to execute your trades, including the use of such third-party service providers or affiliates as necessary.

4.5. Third-Party Service Providers: In providing the Services, ARP Digital may rely on certain third-party service providers and infrastructure. For example, we use regulated banking partners to hold client fiat funds, secure wallet technology providers for safeguarding Virtual Assets, and third-party liquidity providers for sourcing trade liquidity. We take care in selecting reputable partners; however, ARP Digital is not liable for losses caused solely by the failure or insolvency of third-party institutions, except as provided in this Agreement. In connection with the provision of the Services, ARP Digital utilises the following identified third-party and group service providers:

Where any service is provided by an Affiliate within the ARP Digital Group, such Affiliate acts strictly pursuant to written intra-group agreements, on an arm’s length basis, and remains subject to equivalent regulatory, confidentiality, and control obligations.

4.6. Supported Virtual Assets: The list of Virtual Assets currently supported by ARP Digital is set out in Schedule 1 to this Agreement. Any addition to or removal from that list will be notified to the Client through the applicable Communication Channels in accordance with this Agreement.

4.7. Network Events, Airdrops, Forks, and Protocol Changes: Virtual Assets are subject to technological developments that may impact their functionality, value, or availability, including but not limited to forks, airdrops, protocol upgrades, validator changes, or other network events ("Network Events").

Upon becoming aware of a Network Event that may materially affect a supported Virtual Asset, ARP Digital will assess the nature and potential impact of the change as soon as reasonably practicable. Following such assessment, ARP Digital will determine, at its discretion, whether to support the resulting asset, suspend services, or discontinue support.

ARP Digital will communicate clearly and promptly with affected Clients regarding any decision that materially impacts the availability, transferability, or tradability of the relevant Virtual Asset, including any actions Clients may be required to take.

ARP Digital shall not be liable for losses arising from Network Events that are outside its control. Clients remain responsible for monitoring communications issued by ARP Digital relating to such events.

5.1. Requesting a Quote: To initiate a trade, you may request a Quote from us to buy or sell a specific Virtual Asset for a specified amount of Fiat Currency or another Virtual Asset. Quotes may be requested through the designated Communication Channels (for example, via our electronic trading interface or through an agreed secure messaging channel with our traders). We may require you to specify the asset, the amount, and whether you are buying or selling.

5.2. Quote Validity: All Quotes provided by ARP Digital are indicative and time-sensitive. Each Quote will have a short validity period (for example, a Quote may only be valid for 15–30 seconds, depending on market conditions). This is because digital asset prices can be highly volatile. We will inform you of the expiration time along with the Quote. You understand that if you do not promptly accept a Quote within its validity period, the Quote may expire. ARP Digital is not responsible if you attempt to act on an expired Quote, and any Order sent in relation to an expired Quote may be rejected.

5.3. Placing an Order: If you wish to accept a Quote, you must send us a clear and binding Order through the Communication Channel while the Quote remains valid. By placing an Order, you are confirming that you agree to transact at the price and quantity specified in the Quote. Once you place an Order, it is irrevocable – you cannot cancel, modify, or withdraw your Order unless we explicitly confirm that such cancellation is possible (for example, if the Order had not yet been executed and both parties agree to cancel).

5.4. Trade Confirmation: Upon receiving your Order, ARP Digital will proceed to execute the trade. A trade is considered executed and binding on both parties only when we send you a confirmation notice (a "Trade Confirmation") through the Communication Channel (for instance, an email or message confirming the transaction details). The Trade Confirmation will include details such as the asset traded, quantity, price, and timestamp of execution. If, due to extreme market volatility or other circumstances, we are unable to fill your Order at the quoted price (for example, if the market price moves significantly such that the Quote can no longer be honored), we reserve the right to decline or cancel the Order. In such an event, we will inform you promptly, and neither party will be obligated to proceed with the trade at the expired Quote.

5.5. Right to Refuse Orders: ARP Digital reserves the right to refuse to provide a Quote or to accept or execute any Order in its discretion, without liability, in situations including but not limited to: (a) if required by law or regulation (for example, due to sanctions or AML concerns); (b) if we suspect market manipulation, fraud, or other prohibited activity; (c) if fulfilling the Order would cause us to violate risk limits or operational constraints; or (d) if unexpected technical or market events make execution impractical. We will notify you if we reject an Order and, if possible, the reason for rejection.

6.1. Pre-Funding Requirement: All trades through ARP Digital must be fully pre-funded before execution. This means:

• For Buy Orders (you buying a Virtual Asset): Prior to placing a buy Order, you must transfer and make available to us the full amount of Fiat Currency (or other currency, if applicable) required to settle the purchase, including any fees that have been communicated. We will designate a specific bank account or payment method for you to send the funds. These funds must be received in our account before or at the time you place your Order.
• For Sell Orders (you selling a Virtual Asset): Prior to placing a sell Order, you must transfer the full amount of the Virtual Asset you wish to sell to the wallet address we designate for settlement. You should only send the exact Virtual Asset and amount agreed; sending any other assets or amounts may result in loss or delay.

Funds or assets that you pre-fund to ARP Digital for a pending trade will be held in our client accounts or wallets as described in Section 4.2, and will be applied toward the completion of your transaction.

6.2. Settlement: After a Trade Confirmation has been issued for your Order, ARP Digital will settle the trade by delivering the corresponding assets to each party:

• If you are the buyer of a Virtual Asset: We will deliver the purchased Virtual Asset to the wallet address you have provided. The delivery will occur as soon as reasonably practicable following the Trade Confirmation and receipt of your cleared funds, taking into account any necessary blockchain network confirmations.
• If you are the seller of a Virtual Asset: We will deliver the Fiat Currency proceeds (or other agreed currency) to your designated bank account or payment account. Settlement of fiat will typically be initiated on the same Business Day as the Trade Confirmation (cutoff times permitting), or otherwise on the next Business Day. The time it takes for funds to reach your bank account may depend on the banking system.

We will use commercially reasonable efforts to complete settlement promptly. You acknowledge that blockchain transactions and bank transfers involve processes outside our control (such as blockchain network congestion or bank processing times) which may cause delays.

6.3. Client Responsibilities in Settlement: You are solely responsible for ensuring that the wallet address and bank account details you provide to us for settlement are accurate and under your control. ARP Digital will rely on the information you provide; we are not liable for any loss if the settlement is completed to an incorrect address or account provided by you. Blockchain transactions are irreversible – if you provide an incorrect wallet address, the Virtual Asset sent may be permanently lost. Similarly, you must ensure that any bank account details are correct and that you are authorized to receive funds in that account. If at any time you believe a settlement has not been correctly completed, you must notify us immediately.

7.1. Pricing and Spread: The Quote we provide for a trade will typically include a spread or margin in the price, which is how ARP Digital earns revenue on trades (the "Spread"). This means the price you pay (or receive) already reflects our fee for the transaction. Unless otherwise expressly communicated to you before execution, ARP Digital does not add extra commissions on top of the quoted price. In the event that any additional fees (for example, a flat service fee or a financing charge) are applicable, these will be disclosed to you in advance and agreed upon.

7.2. Network Fees: You are responsible for any third-party costs associated with transferring assets to or from ARP Digital. For example, if you are transferring Virtual Assets, you may incur blockchain network transaction fees (often called "gas fees") which you must bear. If ARP Digital transfers Virtual Assets to you on a blockchain (for instance, delivering purchased assets to your wallet), we will typically deduct the necessary network fee from the amount delivered, or include it as part of the Quote calculation. We will endeavor to inform you of any significant network fees in advance. Similarly, if you are sending or receiving Fiat Currency, you are responsible for any bank wire fees or other payment processing charges imposed by your bank or payment provider.

7.3. Other Charges: ARP Digital will not impose any hidden fees. However, you acknowledge that external institutions (such as your bank or a card provider) might charge you fees for deposits, withdrawals, currency conversion, or other services related to a transaction. Any such external charges are outside of our control and are your responsibility. We may, from time to time, introduce new types of fees (for instance, account maintenance fees or inactivity fees) or promotional discounts. If we introduce or change any fees for the Services, we will notify you through our Communication Channels in advance as required under Section 1.3.

By entering into this Agreement and each time you use our Services, you make the following representations, warranties, and undertakings to ARP Digital:

8.1. Representations and Warranties: You represent and warrant that:

• Knowledge and Risk Awareness: You have sufficient knowledge, experience, and understanding of Virtual Assets and the risks involved in trading them. You understand that the value of Virtual Assets can be highly volatile and that trading involves significant risks (as further described in Section 9).
• Legitimate Funds: All Fiat Currency and Virtual Assets you use in connection with the Services are owned by you or you are validly authorized to transact with them, and such funds and assets are from legitimate sources. They are not the proceeds of any criminal or illegal activity. You will not use the Services to conceal or transfer proceeds of any criminal or illegal activity or to further any fraudulent or unlawful purpose.
• Compliance with Laws: You will abide by all Applicable Laws when using our Services. This includes laws related to anti-money laundering, sanctions, anti-corruption, tax, and securities regulations. You are not subject to any sanction, embargo, or legal prohibition that would prevent you from using the Services.
• Accuracy of Information: All information and documentation you provide to ARP Digital (during account opening or at any time thereafter) is true, accurate, current, and complete. You will promptly notify us of any material changes to such information and provide updated documents upon request.

8.2. Your Ongoing Responsibilities: You acknowledge and agree that you are responsible for:

• Safeguarding Communication Channels: Maintaining the security of the devices, accounts, and applications you use to communicate with us or to access the Services. For example, if you use email or messaging apps for Quotes, you should enable security features (such as two-factor authentication on your email or chat account) to prevent unauthorized access. ARP Digital is not responsible for breaches of security or unauthorized instructions that occur due to your compromised Communication Channels.
• Accurate Instructions: Ensuring that any instructions or Orders you provide to us are clear, accurate, and complete. You must carefully review trade details, addresses, and amounts before confirming any transaction. ARP Digital is not liable for errors or losses caused by incorrect instructions provided by you.
• Monitoring and Notices: Regularly monitoring your email and other Communication Channels for communications from us, including Trade Confirmations, notices of changes to this Agreement, or other important announcements. If you become aware of any error, irregularity, or suspicious activity related to your account or transactions (such as a Trade Confirmation for a transaction you did not initiate, or a discrepancy in balances), you must contact us promptly and cooperate with any investigation.
• Use of Services for Own Account: Using the Services only for your own account and benefit, and not on behalf of any third party unless you have disclosed this to ARP Digital and we have agreed in writing. You will not resell or provide our Services to others or act as an intermediary, broker, or aggregator without our consent.
• No Misuse: Not engaging in any activities that could harm ARP Digital or the integrity of the trading platform, such as attempting to interfere with our system operations, initiating unreasonable loads on our infrastructure, engaging in automated scraping or data extraction, or any form of abusive or disruptive behavior.

Trading or investing in Virtual Assets carries significant risks. By using our Services, you acknowledge and accept the following key risk factors (this list is not exhaustive):

9.1. Market Risk: The market prices of Virtual Assets are volatile and can fluctuate widely in short periods. The value of a Virtual Asset may increase or decrease rapidly and could even drop to zero. You may incur significant losses in a short time. You should only trade with funds you can afford to lose and understand that past performance of an asset is not indicative of future results.

9.2. Liquidity Risk: Some Virtual Assets may have limited liquidity, meaning there may be difficulty finding buyers or sellers at desired prices. This can result in spreads (differences between buy and sell prices) that are wide and trades that are executed at unfavorable prices or cannot be executed at all for a time. In extreme cases, a market could lack liquidity to the point that you cannot exit a position.

9.3. Irreversibility of Transactions: Transactions in blockchain-based Virtual Assets (cryptocurrencies) are generally irreversible once confirmed on the network. If you send Virtual Assets to an incorrect or unintended address, or if unauthorized transactions occur (for example, due to compromise of your private keys or account), you may not be able to recover those assets. ARP Digital is not able to reverse blockchain transactions.

9.4. Operational and Technology Risk: The Services depend on complex technological systems, including blockchain networks, internet connectivity, and our own platforms. These systems may fail or be disrupted due to circumstances like software bugs, downtime, server outages, cyber-attacks, hacking, distributed denial of service (DDoS) attacks, or other cybersecurity incidents. Such events could prevent or delay your access to the Services, cause errors in trade execution or settlement, or result in loss or theft of Virtual Assets. While we employ cybersecurity measures and backup systems to mitigate these risks, no technology is completely secure or infallible.

9.5. Regulatory Risk: The legal and regulatory environment for Virtual Assets is evolving and uncertain. New laws or regulations, or changes in the interpretation of existing laws, may adversely impact the Services or your ability to use or value Virtual Assets. Governmental authorities may impose restrictions, such as bans on cryptocurrency exchanges or transactions, that could limit or prevent the use of Virtual Assets or cause their value to diminish. ARP Digital may be required to comply with law enforcement or regulatory directives that could affect your use of the Services (for example, a directive to suspend or restrict accounts or assets).

9.6. Counterparty Risk: When you engage in a transaction through our OTC Desk, ARP Digital acts as the counterparty to your trade. This means your ability to complete a trade or receive assets depends on ARP Digital’s performance of its obligations. While ARP Digital enters into offsetting transactions to hedge its positions, you are relying on our financial stability and operational capabilities. In the unlikely event that ARP Digital or one of our critical liquidity partners becomes insolvent, breaches its obligations, or otherwise fails to deliver assets or funds as promised, you may experience loss that is not covered by insurance or indemnity.

9.7. Security Risk: Despite our efforts to maintain strong security protocols, the risk of unauthorized access to your account or wallets (e.g., through phishing attacks, malware on your devices, or other cyber fraud) is ever-present. If an attacker gains access to your account or to the private keys of any wallet you use, they may be able to misappropriate your Virtual Assets. You should always use robust security practices to protect your accounts and devices. ARP Digital will never ask you for sensitive information like passwords via email or chat; be vigilant against social engineering attacks.

9.8. No Deposit Protection: Virtual Assets and any fiat funds held with ARP Digital for the purpose of trading are not insured or guaranteed by any government or financial authority. Unlike funds held in a bank account, which may be protected by deposit insurance in some jurisdictions, there is no such protection for the assets held in your ARP Digital account or in our client accounts. If ARP Digital were to cease operations or become insolvent, there is a risk that you may not recover all of your assets (though we follow legal and regulatory requirements to segregate client assets as described in this Agreement).

9.9. Service Failure and Safeguarding Risk: Clients acknowledge that the provision of Virtual Asset services involves operational, technological, and third-party dependencies. Losses may occur as a result of service disruptions, cybersecurity incidents, infrastructure failures, human error, insolvency of service providers, or other unforeseen events that could affect the safeguarding, transfer, or availability of Virtual Assets or Fiat Currency.

To mitigate such risks, ARP Digital maintains a control framework designed to safeguard client assets and support operational resilience, including:

• segregation of client assets from ARP Digital’s proprietary assets;
• reconciliation processes designed to ensure client entitlements are accurately recorded;
• technology governance and cybersecurity controls;
• incident response and business continuity arrangements; and
• oversight of critical third-party service providers.

However, no control framework can eliminate risk entirely, and ARP Digital does not guarantee the prevention of all potential losses.

9.10. Other Risks: There may be additional risks that are not foreseen or specified in this Agreement. You should carefully consider your own financial situation and risk tolerance before engaging in any Virtual Asset transactions. ARP Digital does not provide financial advice, and any decisions to use our Services are made at your own risk.

By using the Services, you acknowledge that you have understood these risks. You agree that ARP Digital is not responsible for any losses you incur as a result of the materialization of these risks, except as provided by law or explicitly in this Agreement.

ARP Digital is committed to protecting your personal data. We collect, process, and store your personal information in accordance with UAE data protection laws (including the UAE Personal Data Protection Law) and our published Privacy Policy. By entering into this Agreement and using the Services, you acknowledge that you have read and understood our Privacy Policy, which explains how we manage your personal data.

Key points regarding our data practices include:

• Use of Data: We will use your personal information only as necessary to provide the Services, to comply with legal and regulatory obligations (such as AML/CFT requirements and record-keeping), and to improve our offerings. This may include using your data for verification, transaction processing, risk assessment, and communicating with you about your account.
• Confidentiality: We will not share your personal data with third parties for their own marketing purposes. We may share information with our Affiliates or service providers under confidentiality obligations, strictly for the purposes of supporting our operations (for example, identity verification providers, cloud hosting services, or banking partners), or as required by law.
• Legal Disclosures: You understand that ARP Digital may be compelled to disclose your information to regulatory authorities, law enforcement, or courts in the event of a legal requirement (such as a court order, regulatory inquiry, or to comply with VARA’s rules). Any such disclosure will be done in accordance with Applicable Law, and where permissible, we may attempt to notify you.
• Data Security: We implement technical and organizational security measures to safeguard your personal and financial information. However, you should also take precautions, such as protecting your account credentials and using secure networks when accessing the Services.
• Retention: We will retain your personal data only for as long as necessary to fulfill the purposes for which it was collected, or as required by law (for instance, retention requirements for transaction records under financial regulations).

If you have any questions about how we handle your data or wish to exercise any rights you may have under data protection law (such as accessing or correcting your data), please refer to the Privacy Policy or contact us through the provided channels.

11.1. Your Right to Terminate: You may terminate this Agreement at any time by closing your Client Account and discontinuing all use of the Services. To close your account, you should notify ARP Digital in writing (which may be via email or through the account settings on our platform, if available). Before the account is closed, you must ensure that all outstanding transactions have been settled and that there are no pending obligations towards ARP Digital (for example, unpaid fees or negative balances). You should withdraw any remaining fiat or Virtual Assets from your account prior to closure. Once your account is closed, this Agreement will be considered terminated (except for provisions that survive termination as noted below).

11.2. Our Right to Suspend or Terminate: ARP Digital may, upon notice when practicable, suspend your access to the Services or terminate this Agreement (and close your Client Account) for any reason at our discretion, including (without limitation) the following:

• If you breach any term of this Agreement or any other policy that you have agreed to with ARP Digital;
• If you engage in conduct that we suspect is fraudulent, abusive, unlawful, or that poses unacceptable regulatory or financial risk to us (such as attempts to circumvent security measures, involvement in money laundering, or market manipulation);
• If we are required to do so by a court order, law, or direction from a regulatory authority (for example, if VARA or another regulator instructs us to suspend services to you);
• If you become insolvent or bankrupt, or in the case of an entity, you are dissolved or face any analogous event;
• If we decide to discontinue the Services or any portion thereof for all clients (or for a category of clients that includes you);
• If your account has been inactive for an extended period, or we have reason to believe you will not maintain the required standards of compliance or eligibility.

Suspension may involve locking your account and preventing any new transactions (though you may be allowed to withdraw existing assets, unless prohibited by law), whereas termination involves closing your account entirely.

11.3. Effect of Termination: Upon termination of this Agreement for any reason:

• All rights granted to you under this Agreement will immediately cease. You must stop using the Services.
• Any of your pending Orders may be cancelled. We will attempt to settle or unwind any in-progress trades, and we will return any of your remaining funds or Virtual Assets in our custody to you, minus any amounts you owe to ARP Digital.
• If you have any outstanding obligations to us (for example, fees owed or negative balances), termination does not relieve you of those obligations. You will remain liable for any amounts due and must promptly pay or satisfy them.
• We may maintain certain records as required by law, and any provisions of this Agreement necessary for enforcing or interpreting your and our rights and obligations will survive (such as indemnification, limitation of liability, governing law, and dispute resolution provisions).

11.4. No Liability for Termination: To the extent permitted by law, ARP Digital shall not be liable to you for any compensation, reimbursement, or damages in connection with any suspension or termination of your access to the Services, or closure of your account, whether or not such termination was unilateral or for cause. This includes loss of anticipated profits, loss of goodwill, or any other loss following or resulting from the termination or suspension. However, termination shall not affect any rights and remedies which have accrued prior to termination.

12.1. Disclaimer of Warranties: Except as expressly provided in this Agreement, the Services are provided on an "AS IS" and "AS AVAILABLE" basis, without any warranty of any kind. To the maximum extent permitted by Applicable Law, ARP Digital disclaims any and all warranties, whether express, implied, or statutory, including (without limitation) any warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising out of course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted, error-free, or completely secure. ARP Digital does not guarantee the accuracy, timeliness, or completeness of any information provided as part of the Services (for example, price data or notifications), and we make no warranties that any orders will be executed, accepted, recorded, or remain open. You acknowledge that there are risks inherent in internet connectivity and fully electronic trading, which could result in the failure of hardware, software, or telecommunications systems, and that ARP Digital shall not be responsible for any communication failures, distortions, or delays beyond our direct control.

12.2. Limitation of Liability: To the extent permitted by law, in no event will ARP Digital, its Affiliates, or any of their respective officers, directors, employees, or agents be liable for:

• Indirect or Consequential Damages: Any indirect, incidental, special, punitive, or consequential damages, or any loss of profits, loss of revenue, loss of data, loss of business opportunity, loss of goodwill, or other intangible losses, arising out of or in connection with your use of (or inability to use) the Services, even if we have been advised of the possibility of such damages.
• Direct Damages Cap: Any direct damages in excess of the fees actually received by ARP Digital from you in the transaction or service to which the claim relates. Specifically, our total aggregate liability to you for any claim arising from a particular transaction shall not exceed the total amount of fees and spreads that we earned from that transaction, or if the claim does not relate to a specific transaction, our liability shall be limited to the total fees paid by you to ARP Digital in the six (6) months immediately preceding the event giving rise to the claim.
• Scope of Limitations: The limitations above apply to any theory of liability, whether based in contract, tort (including negligence), strict liability, or otherwise, and even if an exclusive remedy provided in this Agreement is found to have failed of its essential purpose.

Nothing in this Agreement shall limit or exclude liability for gross negligence, fraud, or intentional misconduct, or for any liability that cannot be limited or excluded by law (for example, certain statutory liabilities under UAE law).

12.3. Indemnification: You agree to indemnify, defend, and hold harmless ARP Digital, its Affiliates, and their respective officers, directors, employees, and agents (each an "Indemnified Party") from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to:

• your breach or violation of this Agreement or of any Applicable Law;
• your use of the Services in violation of any law or regulation, or in a manner that is fraudulent or deceptive;
• any negligent or wrongful act or omission by you or any person acting on your behalf;
• any dispute between you and any other user or third party (for example, relating to a payment or an asset transfer);
• our compliance with any instruction given by you that is false, misleading, or in error, or our refusal to act on an instruction for reasons permitted under this Agreement.

We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate in asserting any available defenses. This indemnity obligation will survive the termination of this Agreement and your use of the Services.

13.1. Electronic Communications Consent: You consent to receive all communications, agreements, documents, receipts, notices, and disclosures (collectively, "Communications") from ARP Digital electronically. We will provide Communications via email to the address associated with your Client Account, via instant messaging through agreed Communication Channels, via notifications within our online platform (if applicable), or by posting them on our website. You agree that any Communications that we send electronically satisfy any legal requirements that such communications be in writing.

13.2. Contact Information: You are responsible for keeping your registered email address and other contact information up to date in your Client Account profile. You understand and agree that if we send you a Communication but you do not receive it because your contact information on file is incorrect, out of date, or blocked by your service provider, or you are otherwise unable to receive electronic Communications, ARP Digital will be deemed to have provided the Communication to you. We are not responsible for any auto-filtering or spam filtering that might apply to our emails.

13.3. Method of Notice: Except as otherwise specified in this Agreement, any notice or Communication we provide to you will be deemed effective and received by you:

• if sent by email, on the date we send the email (provided we do not receive an error or bounce-back indicating the email was not delivered);
• if posted on our website or platform, at the time of posting;
• if delivered via messaging application or in-platform notification, at the time of transmission;
• if physical notice is required by law or deemed necessary by us, then 5 Business Days after we send it by courier or post to the latest physical address you provided.

If you need to contact us for any reason relating to this Agreement or the Services, you should do so via the official support email or contact form provided on our website (or any other contact method we designate). For example, you can reach us at info@arpdigital.io for general inquiries or support matters.

13.4. Complaints and Dispute Resolution: If you have a complaint or dispute with ARP Digital, you agree to contact us first and attempt to resolve the issue informally. You can submit complaints by emailing our support team at support@arpdigital.io or through the designated support channel on our platform. We will acknowledge receipt of your complaint and investigate the matter. Our aim is to resolve complaints promptly and fairly. If we require additional information, you agree to cooperate with our investigation. We will communicate the resolution or determination regarding your complaint through email or your account. In the event that a dispute is not resolved to your satisfaction through this internal process, Section 14.2 of this Agreement sets forth the process for formal dispute resolution.

14.1. Governing Law: This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of the United Arab Emirates, as applicable in the Emirate of Dubai.

14.2. Dispute Resolution and Jurisdiction: The Parties shall use all reasonable efforts to resolve any dispute arising out of or relating to this Agreement amicably through negotiations. If any dispute remains unresolved through good-faith discussions within a reasonable time, each party agrees that the dispute shall be subject to the exclusive jurisdiction of the courts of Dubai, UAE. You and ARP Digital consent to the personal and subject-matter jurisdiction of those courts. Notwithstanding the foregoing, nothing in this Agreement limits either party's ability to seek interim injunctive relief or any other provisional remedy in a court of competent jurisdiction, as necessary to preserve rights or prevent irreparable harm.

14.3. Entire Agreement: This Agreement (including any documents incorporated by reference, such as the Privacy Policy and, if applicable) constitutes the entire understanding between you and ARP Digital with respect to the Services. It supersedes all prior or contemporaneous oral or written communications, agreements, or understandings between the parties regarding its subject matter. Each party acknowledges that, in entering into this Agreement, it has not relied on any statement, representation, warranty, or agreement other than those expressly set out herein.

14.4. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall remain in full force and effect. The invalid or unenforceable provision shall, to the extent permitted by law, be deemed replaced by a valid and enforceable provision that comes closest to the parties’ intent underlying the invalid or unenforceable provision.

14.5. Assignment: You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent. Any attempt by you to assign this Agreement without permission will be null and void. ARP Digital may assign or transfer this Agreement, in whole or in part, to any of its Affiliates or in connection with a merger, acquisition, restructuring, or sale of all or substantially all of its assets, or by operation of law or otherwise, and you hereby give your approval to such assignment. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective permitted successors and assigns.

14.6. Force Majeure: Neither party shall be liable for any delays, failure in performance, or interruption of the Services which result directly or indirectly from any cause or condition beyond its reasonable control (a "Force Majeure" event), including but not limited to: acts of God; epidemic or pandemic; acts of civil or military authority; acts of terrorists; cyber attacks or hacking incidents that are not preventable by commercially reasonable measures; network or computer failure; telecommunication failures; electricity or utility failures; fires; floods; earthquakes; wars; insurrections; governmental actions; or labor disputes. The party affected by such an event shall be excused from performance for the duration of the event and a reasonable period thereafter, and shall use commercially reasonable efforts to mitigate the impact of the event and resume normal performance as soon as possible.

14.7. No Waiver: No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy. No waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of the party granting the waiver. A waiver of one provision shall not be construed as a waiver of any other provision or of the same provision on another occasion.

14.8. No Agency: Nothing in this Agreement is intended to, or shall, create any partnership, joint venture, agency, consultancy, or fiduciary relationship between you and ARP Digital. You and ARP Digital are independent contractors, and neither party has the authority to bind the other or to act on behalf of the other.

14.9. Language: This Agreement is drafted in the English language. If it is translated into any other language, the English-language version shall prevail in the event of any conflict or ambiguity between the English version and a translation. Any communications and notices to be made or given pursuant to this Agreement must be in English, unless otherwise agreed by ARP Digital.

14.10. Rights of Third Parties: This Agreement is for the benefit of you and ARP Digital (and our permitted assigns). Except for ARP Digital’s Affiliates (who are expressly made third-party beneficiaries of the liability limitations and indemnification provisions herein), no other person or entity shall have any right to enforce any of its terms.

By creating an account, signing below, or otherwise electronically accepting this Agreement, you acknowledge that you have read this Client Agreement in its entirety, understand its contents, and agree to all of the terms and conditions set forth above. You also acknowledge that you have been given the opportunity to seek independent legal advice regarding this Agreement and the risks associated with virtual asset trading.

On behalf of ARP Digital FZCO, we thank you for your business and look forward to providing you with a secure and professional trading service.

ARP Digital FZCO (Broker-Dealer Services Provider licensed by VARA)

The following Virtual Assets are supported on the ARP Digital FZCO platform as at the Effective Date of this Agreement.

All Virtual Assets listed above are subject to VARA’s listing and trading standards. ARP Digital reserves the right to add or remove Virtual Assets from this Schedule in accordance with applicable VARA Rules, and the Firm’s internal Virtual Asset Listing Policy. The availability of specific trading pairs (e.g., BTC/AED, ETH/USD) will be confirmed at the time of quotation.