User Agreement

Rain MENA FZE: Client Agreement

Version 6.2. Last updated: August 2026.

1. Introduction

This Client Agreement ("Agreement") governs your ("Client" or "you") access to and use of the services provided by Rain MENA FZE ("Company," "we," "us," "Rain", or "our"). By creating an account, accessing the Platform, or using our Services, you confirm that you have read, understood, and agreed to be bound by this Agreement and Code of Conduct.

This Agreement is a legally binding agreement between you and the Company, an applicant for authorisation as a Virtual Asset Service Provider (and, on grant of its Licence, a "VASP"), incorporated in the Dubai World Trade Centre ("DWTC"), Dubai, United Arab Emirates ("UAE"), with its registered office at Level 5, The Offices 3, One Central, World Trade Center, Dubai, United Arab Emirates.

The Company has received In-Principle Approval from the Virtual Assets Regulatory Authority ("VARA") under reference IPA/26/04/001 in respect of the following Virtual Asset activities and, upon grant of its VA Activity Licence, will be regulated by VARA to provide them:

• VA Broker-Dealer Services to serve Retail, Qualified, and Institutional Investors.

• VA Exchange Services to serve Retail, Qualified, and Institutional Investors.

Commencement and licensing status. The Company does not yet hold the VA Activity Licence. This Agreement, and the Services it governs, take effect upon and are conditional on the grant of that Licence. Until the Licence is granted, no VA Activities or Services are offered or provided. References in this Agreement to activities or assets "approved by", "regulated by", "authorised by" or "licensed by" VARA are to be read as taking effect on grant of the Licence.

This Agreement will be provided to you on the Platform and upon your acceptance of this Agreement, Rain will send you a copy of this Agreement in durable form (by email to your registered email address or otherwise made available to you in a durable and accessible format) promptly after it has been entered into. You should retain a copy of this Agreement for your records.

Rain will not provide any VA Activities or services to you until (a) the Licence is granted and (b) you have validly accepted this Agreement in accordance with applicable law. By creating an account, clicking to acknowledge you have read the Agreement, or by continuing to access the Platform following any variation to the Agreement, you confirm that you have read, understood and agree to be bound by this Agreement and all documents incorporated by reference herein.

The Company is a part of a wider group of entities (collectively the "Rain Group") that includes:

• Rain Trading Limited, an entity incorporated in the Abu Dhabi Global Markets ("ADGM") and licensed by the ADGM Financial Services Regulatory Authority ("FSRA") to provide regulated activities relating to virtual assets, including the provision of custody and Dealing in Investments as Agent.

• Rain Management W.L.L, an entity incorporated in Manama, Bahrain and licensed by the Central Bank of Bahrain ("CBB") as a Category 3 Crypto Asset Service Provider.

• Rain Kripto Varlık Alım Satım Platformu Anonim Şirketi, an entity incorporated in Turkey that is registered with the Financial Crimes Investigation Board ("MASAK"), complying with Turkish AML/CTF Regulations.

• Rain Technology Services Limited, a non-regulated entity incorporated in the Dubai International Financial Centre ("DIFC").

• Rain Financial Saudi for Information System Technology, an entity providing relationship managers and customer experience staff based in the Kingdom of Saudi Arabia for the Rain Group.

• Rain Intermediate, LLC, an entity incorporated in the State of Delaware in the United States.

• Rain Financial Inc., an entity incorporated in the State of Delaware in the United States.

The Rain Group description will be updated from time to time in accordance with Clause 32 (Variations).

2. Regulatory Compliance

Rain MENA FZE is an applicant for VASP authorisation from VARA in Dubai, UAE (In-Principle Approval reference IPA/26/04/001; full VA Activity Licence pending grant). Its Dubai World Trade Centre Authority Commercial Licence number is L-4043. Our services are designed to comply, and upon licensing will comply with all applicable VARA rules, including the Broker-Dealer Services Rulebook, ensuring transparency, investor protection, and risk management.

Capitalised words in this Agreement have the meaning assigned to them in this Agreement or in the relevant VARA Rulebook.

3. Definitions

Account: The account(s) and/or sub-account(s) set up in your name when you apply for and are granted the right to access and use the Services on the Platform, which are established and operated by Rain.

Addendum: means a document published by the Company that the Company identifies as being an Addendum in the body of that document that governs additional products and services offered by the Company.

Agreement: means this Agreement and any subsequent Addendum(s).

AML Procedures: Rain's anti-money laundering (AML), countering the financing of terrorism and proliferation financing (CFT) and customer/client due diligence and verification (CDD) procedures.

Applicable Law: The laws, regulations, and rules of any Competent Authority that apply to Rain, the Rain Services, and/or Users, as they are enacted, replaced, amended, extended, consolidated, substituted, or re-enacted.

Available Balance: In relation to your Account and to the relevant sub-accounts, the total amount of Virtual Assets or Fiat Currency available for Transactions.

Business Day: Any day which is not a Saturday or Sunday or a bank holiday in the United Arab Emirates (UAE).

Business Hours: an hour between 9 a.m. and 5 p.m., during a weekday (Monday through Friday), excluding bank holidays in the UAE.

Charges: All fees, costs and charges payable to Rain in relation to your access to and use of the Services, including without limitation brokerage and trading fees, spreads and markups applied to Transaction prices, Withdrawal fees and Deposit fees, as set out in the Fee Schedule (available here: Disclosure: Fees and Charges which is incorporated into this Agreement by reference and updated from time to time.

Client, you: A Person who is a party to this Agreement and to whom Rain provides Services in accordance with and subject to terms of this Agreement.

Client Money: Money of any Fiat Currency which Rain holds on behalf of a Client or which Rain treats as Client Money.

Code of Conduct: Rain's Exchange Code of Conduct governing the conduct of Users and trading venue participants on the Platform, as published here: Disclosure: Trading Venue Code of Conduct

Complaints Handling and Appeal Procedure: Rain's complaints handling and appeal procedure published on and accessible via the Platform.

Data Privacy Policy: Rain's Data Privacy Policy providing information about the scope, nature and purpose of processing of personal data by the Company, the duration of the processing and the types of personal data and categories of data subjects, a copy of which is published on the Company's website here: Disclosure: Data Privacy Policy.

Data Protection Law: the Federal Decree Law No. 45 of 2021 Regarding the Protection of Personal Data as from time to time amended.

Deposit: An operation involving transfer of Funds to the Account.

Emirate: all zones across the Emirate of Dubai, including Special Development Zones and Free Zones but excluding the Dubai International Financial Centre.

Entity: Any Person other than a natural person.

Fiat Currency: Government issued currency that is designated as legal tender in its country of issuance through government decree, regulation or law.

FIU: The UAE's Financial Intelligence Unit.

Funds: The amount of Fiat Currency and Virtual Assets in credit to your Account and available for use.

Instruction: Any Order, request, response, direction or similar communication from you to Rain.

Institutional Investor: (a) any Entity regulated by a competent financial services regulator in the Jurisdiction, including but not limited to the CBUAE, the UAE Securities and Commodities Authority, the Dubai Financial Services Authority and the ADGM FSRA; (b) any VASP; (c) any government with relevant knowledge in respect of Virtual Assets for the nature of the VA Activities to be provided, the manner of demonstration of which shall be defined by the VASP prior to offering any products or services and shall be demonstrated to VARA on request; (d) any institution which performs the functions of a central bank; or (e) any multilateral agency with relevant knowledge in respect of Virtual Assets for the nature of the VA Activities to be provided, the manner of demonstration of which shall be defined by the VASP prior to offering any products or services and shall be demonstrated to VARA on request.

IP Rights: All rights in and to the Platform including all patents, utility models, trade and service marks, rights in designs, get-up, trade, business or domain names, copyrights (whether registered or not and any applications to register or rights to apply for registration of any of the foregoing), rights in inventions, look and feel, software (frontend and back-end), know-how, techniques, methodologies, trade secrets and other confidential information, rights in databases and all other intellectual property rights and proprietary rights of a similar or corresponding character, which may now or in the future subsist in any part of the world and any rights to receive any remuneration in respect of such rights.

Marketing Regulation: the Regulations on the Marketing of Virtual Assets and Related Activities 2024.

Onboarding Procedures: Rain's online application and registration procedures.

Order: An order to buy or sell a quantity of a Virtual Asset on the Platform.

Person: Includes any natural person or company, including a legal Entity, company, partnership, trust, foundation, unincorporated association, government or state.

Platform: Rain's user interface providing Clients with access to the Services and includes the publicly accessible website www.rain.com as well as any other medium for provision of Services by Rain, including but not limited to its mobile application, and any online communication tool operated within the Platform for notification to Clients and for management of Client information.

Qualified Investor: means (a) an individual that has relevant knowledge in respect of Virtual Assets, or complex structured products, for the nature of the VA Activities to be provided to the individual and such individual (i) maintains net assets (comprising fiat currency, financial instruments, Virtual Assets and/or equity in tangible real estate assets, or any combination thereof) of at least AED 3,500,000 in equivalent value, supported by documentary proof of funds (e.g. account statements) that illustrate the relevant assets have remained, and will remain, liquid for a reasonable period of time and which shall be checked periodically, provided that (1) the following assets shall be excluded from the calculation of an individual's net assets: (i) the value of property that is the individual's primary residence, including any equity held by the individual net of any obligation against that residence; (ii) any rights of the individual under a qualifying contract of insurance; and (iii) any benefits (in the form of pensions or otherwise) payable on the termination of the individual's service, or on death or retirement, and to which the individual or the individual's dependents are, or may be, entitled; and (2) for the calculation of net assets, only 50% of the market value of Virtual Assets belonging to the individual may be included; or has an annual income of AED 700,000 or more; or (b) a legal entity validly incorporated in the jurisdiction in which it is located (i) maintaining net assets (comprising fiat currency, financial instruments, Virtual Assets and/or equity in tangible real estate assets, or any combination thereof) of at least AED 3,500,000 in equivalent value supported by documentary proof of funds (e.g. account statements) that illustrate the relevant assets have remained, and will remain, liquid for a reasonable period of time and which shall be checked periodically, provided that, for the calculation of net assets, only 50% of the market value of Virtual Assets belonging to the legal entity may be included; and (ii) whose directors have relevant knowledge in respect of Virtual Assets for the nature of the VA Activities to be provided to the legal entity, the manner of demonstration of which shall be defined by the VASP prior to offering any products or services and shall be demonstrated to VARA on request.

Reporting Entity: A Person within the UAE that has an obligation to report suspicious transactions/activities to the UAE FIU as per the Applicable Laws.

Retail Investor: An Entity that is not an Institutional Investor or a Qualified Investor. All Clients will be Retail Investors, unless Rain determines that they are eligible to be designated as a Qualified Investor or Institutional Investor and the Client agrees with that designation as further set out in this Agreement.

Risk Disclosure Statement: A statement available here (Disclosure: Risk Disclosure Statement) and updated from time to time, disclosing all material risks associated with: (a) Rain's Services; (b) Virtual Assets generally; and (c) the Virtual Asset that may be the subject of a Transaction on the Platform.

Rule: means a rule issued by VARA under these Regulations which have binding effect.

Security Measures: All passwords, signatures associated with and/or required to access or use the Platform and to operate the Account.

Third Party Service Providers: means the providers listed in clause 40 of this Agreement.

Transaction: A transaction that results in modification of your Available Balance including Deposit and Withdrawal.

UAE: United Arab Emirates.

VA activity: means the activities listed in Schedule 1 of the Regulations, as may be amended from time to time.

VASP: means an Entity authorised by VARA to conduct VA Activity[ies] in the Emirate. Rain MENA FZE is an applicant for such authorisation and will be a VASP on grant of its VA Activity Licence.

VARA: The Dubai Virtual Assets Regulatory Authority.

VARA Rulebook: A rulebook issued by VARA containing Rules and/or Guidance, as may be amended from time to time.

Virtual Asset: A digital representation of value that may be digitally traded, transferred, or used as an exchange or payment tool, or for investment purposes. This includes Virtual Tokens, and any digital representation of any other value as determined by VARA.

Wind-Down Plan: A plan Rain establishes and maintains to ensure the safeguarding and orderly operation of Virtual Asset markets in the event that Rain either voluntarily discontinues its business or operations or becomes insolvent or subject to Insolvency Proceedings.

4. Associated Risks

The following risks are associated with Virtual Assets and you should consider each of them carefully before using the Services:

• Virtual Assets are highly volatile and may lose significant value rapidly. There is a substantial risk that you may lose some or all of the money or Virtual Assets you invest, trade or hold through the Platform.

• Virtual Assets may not always be transferable. Transactions in Virtual Assets may be irreversible, meaning that any losses resulting from fraudulent or erroneous transactions may not be recoverable.

• Virtual Asset markets may become illiquid. There is no guarantee that you will be able to buy, sell or exchange your Virtual Assets at any given time or at any given price.

• Some Virtual Asset transactions are recorded on public distributed ledgers and may not be private. Your transaction history may be accessible to third parties.

• Virtual Assets may be subject to fraud, manipulation, theft, hacking and cybersecurity threats. Virtual Assets and Virtual Asset services may not benefit from the same legal protections as traditional financial products.

Rain implements the following controls to mitigate the material risks described above. These measures are designed to reduce, but cannot eliminate, the risk of loss arising from the provision of the Services:

Cybersecurity controls: Rain implements industry-standard security controls across its Platform and systems. Clients are responsible for protecting their own credentials and devices, and Rain recommends the use of reputable virus screening and prevention software at all times.

Custody and multi-signature wallet technology: Client Virtual Assets are held in custody by BitGo Custody MENA FZE, which provides both custodial services and technological infrastructure, including multi-signature wallet technology. Rain is designated as one of the multi-signature signatories required to authorise the transfer or movement of your Virtual Assets, with private keys maintained by both BitGo Custody MENA FZE and Rain through a multi-signature key structure.

Segregation of Client Assets: Client Money is held in segregated Client Accounts, separate from Rain's own funds and clearly distinguished in Rain's books and records. Client Virtual Assets are held in omnibus Client VA Wallets that are segregated from Rain's own Virtual Assets and from the assets of BitGo Custody MENA FZE. Client Virtual Assets are held on a one-to-one basis, meaning Rain holds at least the same amount of each Virtual Asset as the aggregate Client Virtual Asset balance owed to all clients.

Daily reconciliation: Rain conducts a daily reconciliation of Client Money and Client Virtual Assets held on your behalf. You may view your near-real time statement at any time upon logging into your Account.

Third-party banking partner assessment: Rain conducts an appropriate and continuing risk assessment of its third-party banking partners prior to entering into a partnership, in order to ensure those banks are safe repositories for Client Money.

Transaction monitoring and AML controls: Rain maintains tailored and detailed policies and procedures covering transaction monitoring and anti-money laundering (AML) procedures. Rain monitors transactions on an ongoing basis to ensure consistency with client activity and risk profiles, pays particular attention to unusually large or unusual patterns of transactions, and screens clients against relevant sanctions lists.

Ongoing due diligence: Rain conducts ongoing monitoring and due diligence throughout the duration of the client relationship to detect and prevent financial crime, including reviewing client risk ratings on a continuing basis.

These controls are reviewed on an ongoing basis. Further detail on Rain's approach to risk management is set out in the Risk Disclosure Statement, available here : Disclosure: Risk Disclosure Statement.

5. Eligibility

You must be of legal age in your country of residence, or at least 18 years old if residing in the UAE, to form a binding contract with Rain, create an account and use the Platform. You represent and warrant that: (i) you have the right, authority, and capacity to enter into and abide by the terms of this Agreement and in doing so will not violate any other agreement to which you are a party; (ii) your Account is personal and will only be used by you; (iii) your use of the Platform and Services will not violate any laws and regulations applicable to you, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing, and that you will comply with the Code of Conduct at all times; (iv) you have not previously been suspended or removed from using our Services; (v) you have read and understood all documents and other information provided to you in relation to the Platform and Services, and you possess the sophistication, expertise and knowledge necessary to make informed decisions in respect of any activities that you undertake on the Platform, and that you will not rely on any communication or statement (written or verbal) by Rain as investment advice or as a recommendation; and (vi) if you are registering to use the Services on behalf of a legal Entity, Person or legal arrangement, you represent and warrant that (a) such legal Entity, Person or legal arrangement is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (b) you are duly authorized by such legal Entity or legal arrangement to act on its behalf.

Your rights to access and use the Services will not take effect until we have notified you that we have completed our checks, confirmed your identity and confirmed your right to access and use the Services.

Some products and Services may not be available in certain jurisdictions or regions or to certain users. Rain reserves the right to change, modify or impose additional restrictions at its discretion at any time without notice to you. Due to United States regulations and federal laws, United States nationals, United States residents or any Persons accessing the Platform from the United States are strictly prohibited from such access or use of the Platform, and such persons are prohibited from signing up for an account.

6. Local Law Requirements

You acknowledge that Rain has received In-Principle Approval from, and upon grant of its VA Activity Licence will be regulated in the Emirate by, VARA only and not in any other jurisdiction. It is your responsibility to abide by local laws in relation to the legal usage of the Services in your local jurisdiction as well as other laws and regulations that may be applicable to you.

You acknowledge that Rain may not be regulated in the jurisdiction in which you reside, the Services which you avail may not be within the scope of the jurisdiction of your local financial services regulator, and you will not be subject to protection under any compensation scheme. You agree that Rain has not actively solicited you and you should always carefully consider whether trading or holding Virtual Assets or utilising the Services through the Platform is suitable for you in light of your financial condition and financial goals.

7. Onboarding Process

In order to use the Platform and avail of the Services, you must first successfully provide the required identification information pursuant to our Onboarding Procedures.

When applying to access and use the Services, you may be required to provide Rain with a number of identification documents and certain personal information, including, but not limited to, the following: Email Address; Phone Number; Full Legal Name; Date of Birth; Nationality; Dual Nationality (if applicable); Residential Address; Domicile Address (if separate to Residential Address); Purpose of Relationship/Primary Use of Rain; Experience in trading or Virtual Asset trading; Expected Transaction Frequency/Size; Place of Birth; IP Address (Geo Location); Employment Status; Business Activity (if Self Employed Business Owner or Non Business Owner); Jurisdiction of Business Incorporation (if Self Employed Business Owner); Name of Legal Entity (if Self Employed Business Owner); Source of Funds; Source of Wealth (Verification document required) (if applicable); Source of Funds (Verification document required) (if applicable); Approximate Annual Income (if applicable).

We will treat your information consistent with our Data Privacy Policy and Applicable Laws. In submitting this or any other information as may be required, you confirm that the information is accurate and true, and you agree to promptly inform Rain of any information changes, including but not limited to if you cease to have a residential and/or domicile address within the UAE if applicable, or provide updates at Rain's request. You authorize Rain to make any inquiries, whether directly or through third parties, that we consider necessary to verify your identity, protect against fraud or other financial crime, and to take any action we consider necessary based on the results of such inquiries and you agree to answer all questions you are asked in connection with your application accurately and fully, and to the best of your knowledge and belief.

When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to fraud prevention or financial crime agencies (which may be outside of the Emirate), and that these agencies may respond to our inquiries in full.

We may require you to wait a certain period of time after completion of a Transaction, before permitting you to further use the Services.

8. Ongoing Due Diligence

Throughout the term of this Agreement and for the duration of your use of the Platform, we may conduct ongoing monitoring and due diligence to support our ongoing relationship and to detect and prevent financial crime. This includes (on a non-exclusive basis):

• monitoring Transactions undertaken during the course of our relationship with you to ensure that the Transactions are consistent with Rain's knowledge of your activities on the Platform and of any applicable business and risk rating;

• paying particular attention to any unusually large Transactions or unusual patterns of Transactions;

• reviewing the adequacy of the AML Procedures and of information we hold as a result of those AML Procedures to ensure that the information is kept up to date, particularly for clients with a high risk rating;

• reviewing your risk rating to ensure that it remains appropriate in light of the associated money laundering risks; and

• reviewing your personal details against any relevant sanctions list.

9. Your Rain Account

After satisfying the eligibility requirements described above, to access Rain's Platform and Services, you must register and open an Account, which is comprised of the following: a user account (User Account); a Fiat Currency account (Fiat Account) that reflects its Fiat Currency balance; and a Virtual Asset account (Virtual Asset Account) that reflects its Virtual Asset balance.

Fiat Currency in your Fiat Account may be held or transferred to any of our affiliates' bank accounts and will be exclusively used for the purchase of Virtual Assets. Virtual Assets held in your Virtual Asset Account will be held or transferred to wallet addresses in accordance with this Agreement.

Rain will not accept Fiat Currency Deposits in cash. Fiat Currency Withdrawals will only be made from User Accounts. Fiat Currency Deposits and Withdrawals will be processed during normal Business Hours on Business Days. Deposits and Withdrawals of Virtual Assets will be processed based on the authentication and approval procedures prescribed by Rain from time to time and may be delayed in the event of scheduled downtime or disruptions in the network we use. We are not responsible for any delays in Deposits or Withdrawals of Fiat Currency or Virtual Assets. You agree, represent, and warrant that all Funds in your Account, or funds exchanged or to be exchanged by you in the future on Rain, are not the direct or indirect proceeds of any criminal or fraudulent activity. You acknowledge and agree that all Orders placed are "Execution-Only" Transactions.

Neither Rain nor any of its group entities is a bank or other depository institution, and the User Account is not a deposit account or a bank account, and none of the Virtual Assets are depository, savings or bank programs.

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

10. Our Services

The Company will offer, once its VA Activity Licence is granted by VARA, a trading platform facilitating the following products and services under its Broker-Dealer and Exchange Services VA Activity Licences:

• Spot trading (including Over The Counter ("OTC"));

• Exchange; and

• Margin Trading (on a spot basis).

Margin Trading is offered by the Company pursuant to the Rain MENA FZE Margin Trading Terms and Conditions (the "Margin Trading T&Cs"), which constitute an Addendum to this Agreement for the purposes of the definition of "Addendum" and "Agreement" set out in Clause 3 above.

The Client Agreement and the Margin Trading T&Cs are related documents that must be read and accepted together. If you wish to access Margin Trading Services, you will be required to separately accept the Margin Trading T&Cs before those services are made available to you. By accessing Margin Trading Services, you confirm that you have read, understood, and expressly consent to both this Agreement and the Margin Trading T&Cs. Both documents form part of the binding agreement between you and Rain for the provision of Margin Trading Services.

The Company will not provide Margin Trading Services to you until: (a) you have validly accepted this Agreement; and (b) you have separately and expressly accepted the Margin Trading T&Cs.

In the event of any inconsistency between this Agreement and the Margin Trading T&Cs, this Agreement shall prevail. The Margin Trading T&Cs are available here: Margin Trading Terms and Conditions.

You may use your Account to place Orders to buy or sell Virtual Assets. Once an Order is placed, the full amount of funds required to fill the Order (including any Charges) are placed on hold in your Account until your Order is filled or is cancelled. An Order will be rejected if you do not have enough Funds in your Account to settle the Order.

All trade settlements are recorded on our internal ledger and result in adjustments to your Account balances. All Transactions are processed in accordance with our Data Privacy Policy.

The assets and funds which you pay into your User Account remain your property at all times. The Company does not have any proprietary interest in those assets and funds, other than as provided by this Agreement (for example, to satisfy any Order which you have placed).

If you choose to avail of our OTC Desk services, the Over the Counter Services Agreement will also apply to you and you are bound by those terms and conditions.

All Users must comply with the Code of Conduct when accessing and using the Platform and Services. The Code of Conduct sets out the standards of conduct expected of Users and trading venue participants, and the disciplinary measures that may be imposed for breaches. The Company shall ensure that the Code of Conduct is fairly disclosed and made readily accessible to all Users via the Platform. Users confirm that they have received, read, understood and agreed to be bound by the Code of Conduct.

11. Supported Virtual Assets

The Virtual Assets currently supported on the Platform are listed here: Disclosure: Listed Virtual Assets. Rain may add, remove or suspend support for particular Virtual Assets from time to time.

12. Sending Virtual Assets

You may send your Virtual Assets from your Account to a designated wallet address. Dynamic network fees may apply to any Virtual Assets you send from your Virtual Asset Account at Rain in accordance with its respective network. Once submitted to a Virtual Asset network, a Virtual Asset send and its corresponding network fee may be unconfirmed for a period of time pending sufficient confirmation by its network. Rain estimates these network fees and notifies you of the applicable fee at the time you authorize the Accepted Virtual Asset send request. The dynamic network fees are deducted from the total Accepted Virtual Asset amount you send. The network fees applied by Rain are non-refundable. Confirmation level and time of your send(s) may vary depending on the network. Once your Accepted Virtual Asset send is confirmed it will be reflected on your Virtual Asset Account at Rain.

13. Errors and Cancellations

Rain endeavors on a reasonable efforts basis to execute all valid confirmed trades on its Platform. You may modify and cancel your trades prior to confirmation. A trade Order is considered confirmed and actionable by Rain once confirmed by you and accepted on the Platform. Once confirmed, a trade is binding and cannot be reversed, cancelled, or modified by you.

You accept that confirmed trades may not execute in the event market price movements surpass the confirmed or quoted prices. Any unexecuted trades may be cancelled by us at our sole discretion.

In the event of an error, whether via our Services, in a purchase Order confirmation, in processing your purchase, or otherwise, we reserve the right to correct such error and revise your purchase Transaction accordingly (including charging the correct price) or to cancel the purchase and refund any amount received. Your sole remedy in the event of an error is to cancel your purchase Order and obtain a refund of any amount charged.

14. Receipts

Rain will make available for a reasonable time following an Order trade receipts for all Orders and trades settled in your User Account or will by electronic communication send receipts detailing the terms of the Order or trade, provided, however, that the failure to provide such confirmation or receipt does not prejudice or invalidate any Transaction in any way.

15. Forks and Airdrops

The Company will seek to address changes affecting supported virtual assets. The following provisions apply whenever we become aware of or are notified about a proposed or actual fork, airdrop, or similar event ("Event"):

• As soon as reasonably practicable after becoming aware of the nature and potential consequences of an Event, we will: assess the technical and operational impact of the Event on our ability to support the affected virtual asset(s); and determine whether (and on what terms) we will elect to support any resulting forked virtual asset or to claim, list or distribute any airdropped virtual asset.

• We will communicate clearly and promptly with all clients whose accounts or holdings may be affected by the Event. Such communications will, at a minimum, describe the nature of the Event, its likely impact on your holdings and access to Services, and any actions you may need to take.

• All decisions regarding whether to (i) support or list forked virtual assets, (ii) claim, list or distribute airdropped virtual assets, and (iii) establish eligibility criteria or other terms for participation in an Event, shall be made by us in our sole discretion. We make no representations or warranties, and accept no liability, concerning the outcome of any Event or our decision to support (or not support) any resulting virtual asset.

• We reserve the right to suspend any or all Services related to a virtual asset pending completion of our impact assessment and determination of support for the Event. You acknowledge and agree that we are under no obligation to continue to support any forked virtual asset, regardless of which version becomes dominant.

• You acknowledge that we have no control over the initiation, design, or implementation of any fork, airdrop, or similar Event. We cannot guarantee the security, functionality, or continued supply of any new or existing virtual asset, and you may be unable to trade or realize value in any Forked or Airdropped virtual asset on our platform.

• If you wish to participate in an Event, you should withdraw any affected virtual asset to a private wallet prior to the anticipated date of the fork or airdrop. We assume no responsibility for any failure to receive, claim, list, distribute, or trade any virtual asset resulting from your failure to do so.

16. Client Money

Rain does not provide interest on Client Money.

All money received from you or on your behalf in connection with the Services will be held by Rain as Client Money in a segregated Client Account, titled to include the words 'Client Account', separate from Rain's own funds.

Client Money is not owned by Rain. Rain will not take ownership of Client Money under this Agreement. Client Money does not form part of Rain's estate and will not be used to satisfy Rain's own obligations in the event of Rain's insolvency or dissolution.

Rain will maintain procedures to ensure that all withdrawals from a Client Account are authorised. Client Money will only be paid out of a Client Account in the following circumstances:

a. where the Client Money is due and payable to Rain, including in respect of any fees, commissions or charges that have become due and payable to Rain under this Agreement;

b. where the Client Money is paid to you as the client on whose behalf the Client Money is held;

c. where the Client Money is paid in accordance with your instruction as the client on whose behalf the Client Money is held, including where you direct Rain to make payment to a third party or nominated entity;

d. where the Client Money is required to meet your own payment obligations as the client on whose behalf the Client Money is held, including in connection with the settlement of trades or other financial obligations on the Platform; or

e. where such payment is otherwise authorised by VARA.

Rain will not use Client Money held on your behalf to satisfy any obligation owed to any other client or to any other entity, including for liquidity, capital ratio or balance sheet purposes.

Client Money held with Rain does not benefit from any form of deposit protection or government compensation scheme.

Rain will provide you with a statement of your Client Money balance at least monthly, including total balance, credits and debits since the prior statement, and any interest earned or charged. Statements will be prepared within 25 calendar days of the relevant statement date.

Client Money held on behalf of clients in the UAE will be held in Client Accounts with Third-Party Banks in the UAE. Client Money held on behalf of clients outside the UAE may initially be deposited with a Third-Party Bank outside the UAE but will be moved to, and maintained with, a Third-Party Bank in the UAE, with such move initiated within twenty-four (24) hours of receipt.

Client Money will be paid into a Client Account within one (1) calendar day of receipt by Rain. This requirement does not apply to: (a) Client Money temporarily held by Rain before forwarding to an entity nominated by you; or (b) Client Money received in connection with a delivery versus payment transaction where, in respect of your purchase of a Virtual Asset, Client Money from you will be due to Rain within one (1) calendar day upon the fulfilment of a delivery obligation, or, in respect of your sale of a Virtual Asset, Client Money will be due to you within one (1) calendar day following your fulfilment of a delivery obligation. Where Rain has not fulfilled its delivery or payment obligation in respect of a delivery versus payment transaction within three (3) calendar days of receipt of the relevant Client Money, Rain must pay that Client Money into a Client Account.

When Client Money is held in Rain's Client Money account, you will be subject to the protections conferred by the Client and relevant Client Money Rules as provided under Part IV of the Compliance and Risk Management Rulebook relating to the holding of Client Money. Your Client Money will be pooled with other Client Money into one account, therefore your money is not physically segregated from other Client Money, but will remain segregated from Rain's own money.

Client Money will be held in Client Money accounts by third party banking partner(s). Rain's third party banking partners may change from time to time.

Rain will conduct a daily reconciliation of your Client Money that Rain holds on your behalf. You may view your near-real time statement at any time upon logging into your Account.

Rain will not be liable for insolvency, acts or omissions of third-party banking partner(s) holding Client Money. However, Rain continues to conduct an appropriate and continuing risk assessment of our third-party banking partner(s) prior to entering into a partnership, in order to ensure those banks are safe repositories.

17. Custody Provisions in Relation to Virtual Assets

Client Asset Ownership. All Client Money and Client Virtual Assets held by Rain on your behalf remain your property at all times. Client Money and Client Virtual Assets do not form part of Rain's assets or estate and will not be treated as such for any purpose, including in the event of Rain's insolvency, administration or dissolution. Rain does not take ownership of Client Money or Client Virtual Assets under this Agreement.

No Deposit Protection. Neither your Client Money nor your Client Virtual Assets held with Rain benefit from any form of deposit protection, government guarantee, or compensation scheme. In the event of Rain's insolvency, your ability to recover Client Money or Client Virtual Assets may be limited.

Asset Not Owned By Client. There are no circumstances under this Agreement in which Client Money or Client Virtual Assets will cease to be owned by you.

Custody Arrangement. Rain maintains custody of the Client's Virtual Assets through a custodial arrangement with BitGo Custody MENA FZE. BitGo Custody MENA FZE acts as custodian of your Virtual Assets on Rain's behalf and provides the technological infrastructure (including multi-signature wallet technology and API access) to facilitate secure custody. Rain is designated as one of the multi-signature signatories required to "sign" or authorise the transfer or movement of your Virtual Assets. The private keys are maintained by BitGo Custody MENA FZE and Rain through a multi-signature key structure. Your Virtual Assets are held in custody accounts controlled and secured by BitGo Custody MENA FZE in accordance with the services agreement between Rain and BitGo Custody MENA FZE, and are segregated from both the property of BitGo Custody MENA FZE and the assets of other customers of BitGo Custody MENA FZE. Client Virtual Assets are held on a one-to-one basis, meaning Rain holds at least the same amount of each Virtual Asset as the aggregate Client Virtual Asset balance owed to all clients. Rain will retain responsibility at all times to you for safeguarding your Virtual Assets. Your Virtual Assets may at any point be held in custody in a jurisdiction outside the Emirate and, if so, you acknowledge that the market practices, insolvency and legal regime applicable in that jurisdiction may differ from the regime applicable in the Emirate. Rain does not provide interest on the Virtual Assets held on your behalf. Rain will inform you of the location of your Virtual Assets upon request. Your Virtual Assets will be pooled with other Clients' Virtual Assets into an omnibus Wallet, therefore your Virtual Assets are not physically segregated from other Clients' Virtual Assets, but will remain segregated from Rain's Virtual Assets. Rain will conduct a daily reconciliation of your Virtual Assets that it holds or controls on your behalf. You may view your near-real time statement at any time upon logging into your Account. Rain will maintain adequate systems and controls to ensure that Client Virtual Assets are identifiable, segregated and secure at all times.

Unless otherwise specified, Client Virtual Assets deposited by you with Rain are held in custody by Rain on your behalf and are not used by Rain for any other purpose. Rain shall not loan, rehypothecate, pledge, or otherwise encumber Client Virtual Assets without your prior explicit written consent granting Rain discretionary authority to do so, and only to the extent Rain holds the requisite VARA authorisation and licence to carry out the relevant activities. Rain does not currently rehypothecate Client Virtual Assets. For clarity, Client Virtual Assets are not considered depository liabilities or assets of Rain and, unless otherwise agreed, shall remain your property and shall not be deemed "property" of Rain or any Rain affiliates.

In the event of any insolvency proceedings, Client Virtual Assets shall be treated by any liquidator or provisional liquidator appointed under applicable law as your user assets and not as part of the insolvency estate of Rain or any Rain affiliates.

If Rain proposes to change the custody arrangements for Client Virtual Assets (including by appointing a new custodian or materially changing the terms of the existing custody arrangement), Rain will notify you at least 30 calendar days in advance in accordance with Clause 32 (Variations).

18. Treatment of Client Assets

Unless otherwise specified, Client Money and Client Virtual Assets ("Client Assets") deposited by users with Rain are held in custody by Rain on behalf of users and are not used by Rain for any other purpose. Rain shall not loan, rehypothecate, pledge, or otherwise encumber Client Assets without the Client's prior explicit written consent and only to the extent Rain holds the requisite VARA authorisation and licence to carry out the relevant activity. For clarity, a Client's grant of a security interest over margin Collateral under the Margin Trading Addendum (Clause 9.4A of that Addendum) constitutes such prior explicit written consent in respect of that Collateral only, and does not affect the treatment of any other Client Assets. Client Assets are not considered depository liabilities or assets of Rain and, unless otherwise agreed, shall remain the Client's property and shall not be deemed "property" of Rain or any Rain affiliates. In the event of any insolvency proceedings, the Client Assets shall be treated by any liquidator or provisional liquidator appointed under applicable law as user assets and not as part of the insolvency estate of Rain or any Rain affiliates.

19. Account Termination / Closure

Rain may (a) suspend, restrict, or terminate your access to any or all of the Services and/or Platform and/or (b) deactivate or cancel your Account at its sole discretion. Examples of when we may do so include, but are not limited to (i) we are so required by a valid subpoena, court order, or binding order of a government or quasi-government authority; (ii) we reasonably suspect you of using your Account in connection with a Prohibited Use (as defined in clause 24 below), or use of your Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; (iii) you are in, under the control of, or a resident, or a national of one of the FATF high-risk and other monitored jurisdictions, or a jurisdiction that prohibits the use of any of the Accepted Virtual Assets, or other jurisdiction which has strategic deficiencies in its anti-money laundering and countering the financing of terrorism regimes that pose significant threats to the financial system of the EU under Commission Delegated Regulation (EU) 2016/1675, or that is subject to the United Nations Security Council Sanctions List or to the sanctions list of the UAE (each a "Sanctioned Country"), or if you are a Person that is, or your wallet is, on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, or the UAE, EU or United Kingdom HM Treasury's financial sanctions regime (or are owned or controlled by such a Person); (iv) you are in, under the control of, or a resident, or a national of a country or territory that is unrecognised by at least one member state of the United Nations or has limited diplomatic recognition or is a jurisdiction at any time requiring obligatory national license for Virtual Asset exchange business, or special registration, which Rain might not have; (v) you are a Person who fails to meet any due diligence standards, requests, or requirements of Rain, or are otherwise reasonably considered by Rain to be of high risk; (vi) our service partners are unable to support your use of our Services and/or Platform; (vii) you take any action that Rain deems as circumventing Rain's controls; (viii) there is threatening or abusive behavior made towards our employees; (ix) (if a natural person) you die; (x) you become bankrupt or subject to any analogous insolvency procedure in any relevant jurisdiction; and/or (xi) you breach the terms of this Agreement, any other policies or procedures published on Rain's website, the AML Procedures or any Applicable Laws.

You acknowledge that Rain's decision to take certain actions, including limiting access to, suspending, or closing your Account, may be based on confidential criteria that are essential to Rain's risk management and security protocols. You agree that Rain is under no obligation to disclose (a) the reason it suspends or closes your Account or terminates your access to any or all of the Services and/or Platform, or (b) the details of its risk management and security procedures to you.

You agree to indemnify, defend, and hold all of Rain and its affiliates harmless from all actions, claims, liabilities, losses, costs, attorney's fees, or damages associated with our compliance with any legal process that we reasonably believe in good faith to be valid. You further agree that we and any third-party provider may honor any legal process, regardless of the method or location of service.

You may cancel your Account at any time by withdrawing all balances and notifying us at the contact information provided below. You will not be charged for canceling your Account, but you will be required to pay any outstanding amounts owing to Rain. You authorize us to cancel any pending Transactions at the time of cancellation.

You acknowledge and agree that in the event of Account suspension, termination or cancellation, we have the right to offset any negative balances in your Account against any and all debts you owe to Rain, by buying or selling your Accepted Virtual Assets as necessary. For the avoidance of doubt, this offset right is exercisable only in respect of debts you owe to Rain MENA FZE and your own assets, and does not extend to any other Rain group entity.

If your Account remains closed or dormant for a long enough period of time, we may be required, upon the passage of applicable time periods, to report any remaining funds in your Account as unclaimed property in accordance with abandoned property and escheat laws. If this occurs, we will use reasonable efforts to send you a written notice. If you fail to respond to any such written notice within the time specified therein, we may be required to deliver any such funds to the applicable governmental authority as unclaimed property. We reserve the right to deduct an administrative fee resulting from such unclaimed funds, as permitted by Applicable Law.

In the event of Rain's insolvency, and pursuant to VARA's Company Rulebook, Rain will co-operate fully with the Insolvency Appointee to implement the wind down plan as set out in Rule VII.A.1 with readily available information in order to achieve the timely recovery and return of Client Money and Clients' Accepted Virtual Assets held by Rain to Clients.

20. Financial Crime Prevention, International Control and Sanctions

Rain takes its obligations to mitigate the risk of the Services and/or Platform being used for money laundering, terrorist financing and associated financial crimes very seriously. We have tailored and detailed policies and procedures covering, among other areas, transaction monitoring and AML Procedures. These are kept under review on an ongoing basis. This Agreement sets out some of these measures; however, please contact us if you would like further information about our AML Procedures.

Depending on your place of residence, or the location from which you access or attempt to access the Services, there might be other factors which might limit or preclude your access to or use of the Services. It is your responsibility to follow and adhere to any laws or regulations that are applicable to you in your country of residence and/or place from which you access the Services. You agree not to use a VPN or other device that might mask or alter your location.

Rain reserves the right to limit or prohibit, at any point of time, use of the Platform and/or the Services for certain jurisdictions if Applicable Laws, local laws, Rain's AML Procedures, or any other relevant risk management measures require such limitation or prohibition.

Rain further reserves the right at any time to apply enhanced due diligence measures in connection with Persons reasonably considered by Rain to be of high risk, including (without limitation) Persons who are in, under the control of, or are residents, or nationals of a Sanctioned Country or any Person who is, or appears to be, or becomes a politically exposed Person ("PEP") or is associated with a PEP.

21. Responsibilities to the UAE Financial Intelligence Unit (FIU)

Rain is registered as a Reporting Entity to the UAE Central Bank FIU for the purposes of submitting informational reports relating to the suspected or actual use of the Platform and Services to facilitate any financial crime. We are committed to our engagement with the FIU and in the fight against money laundering and terrorism financing. You agree that we have no obligation to notify you of any information we provide to the FIU in relation to your use of the Platform and/or the Services.

You acknowledge and agree that (subject always to Applicable Laws and VARA requirements and approvals) Rain has sole discretion and absolute control over, and the right to modify at any time, the functionality, configuration, appearance and content of the Platform. You will be notified as far in advance as reasonably practicable by written notice via the Platform.

22. Statements

Your transaction history is always available on Rain. You are responsible for monitoring your Account and Transaction history. You may report any unauthorized or suspicious activity to Rain using the contact information provided below.

23. Intellectual Property

Rain, including its Platform, logo and other intellectual property is protected by applicable copyright, trademark and other intellectual property laws. Unless otherwise specified, all materials on or accessible via the Platform are the property of Rain and are protected by copyright, trademark and other Applicable Laws.

You agree and understand not to modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from, or store Rain source code or similar proprietary or confidential data or other similar information provided via Rain, or to display Rain's logo or other trade or service marks, without our express prior written consent. We hereby grant you a non-assignable and non-exclusive personal, worldwide, royalty-free license to use Rain and to access the Services and other informational content in accordance with this Agreement.

All other uses are prohibited. All rights in and to Rain, and not granted herein, are reserved.

You may view, print and/or download a copy of the materials from the Platform solely for your personal, informational and/or non-commercial use, provided you comply with all copyright and other proprietary notices.

24. Prohibited Use

You are solely responsible for your conduct while using our Services and/or Platform. Without limiting the generality of the foregoing, you agree that you will not use your Account to engage in the following categories of activities (each a Prohibited Use):

• use our Services and/or Platform in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services, or that could damage, disable, overburden or impair the functioning of our Services and/or Platform in any manner;

• use our Services to pay for, support or otherwise engage in any illegal gambling activities; fraud; money-laundering; or terrorist activities; or other illegal activities;

• use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services and/or Platform or to extract data;

• use or attempt to use another user's account without authorization, or to threaten, abuse, harass, stalk or otherwise violate or infringe on the legal rights of others, or to incite hateful, intolerant or violent speech or acts against another party;

• attempt to circumvent any of Rain's controls or technology, or attempt to access any service or area of our Services and/or Platform that you are not authorized to access;

• develop any third-party applications that interact with our Services and/or Platform without our prior written consent;

• create or execute false, fraudulent, inaccurate, or misleading information, transactions or activities, including, but not limited to, any manipulative or pre-arranged trades; and

• encourage or induce any third party to engage in any of the activities prohibited under this clause.

When accessing or using the Platform and/or the Services, you acknowledge and agree that you will not violate any law, contract, IP rights and/or other third-party right or commit a tort, and that you are solely responsible for your conduct while using Rain's Platform.

25. Security

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

You must observe at all times the security duties in relation to your Security Measures to prevent unauthorised use or fraud. You are advised to: never access the Services from any public internet access point; never access the Services in such a way that third parties would be able to see, access or obtain your Security Measures; keep your Security Measures secret and never record them on any software or utilise any "save password" facility; and never leave your devices unattended whilst using the Platform. Further precautions: keep your devices secure; and always treat emails purporting to be from your bank and/or Rain with caution and be wary of requests for personal security details (we and law enforcement bodies will never contact you to ask for your Security Measures).

You must comply with all instructions which we may give you from time to time in relation to the operation of the Platform, Services, Security Measures and security arrangements. You agree to cooperate fully with us, VARA and any relevant law enforcement body in relation to any investigation into any actual or suspected misuse of your security details.

You acknowledge that any use of the Internet may be subject to a virus attack and/or communication failure. Rain and its affiliates shall not bear any liability, whatsoever, for any damage or interruptions caused by computer viruses, spyware, Trojan horses, worms or other malware, or any phishing, spoofing or other virus attacks. Rain recommends that you use a reputable and available virus screening and prevention software at all times.

26. Liability

EXCEPT TO THE EXTENT REQUIRED BY LAW, RAIN DISCLAIMS ALL LIABILITY TO YOU, WHETHER IN CONTRACT OR TORT, FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SIMILAR DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF) IN CONNECTION WITH THIS AGREEMENT, YOUR USE OR ATTEMPTED USE OF RAIN, OR ANY OF THE INFORMATION, SERVICES OR TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. MOREOVER, AND ALSO EXCEPT TO THE EXTENT REQUIRED BY LAW, WE HEREBY DISCLAIM ANY LIABILITY TO YOU, WHETHER IN CONTRACT OR TORT, FOR ANY DIRECT DAMAGES OF ANY KIND (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF) IN CONNECTION WITH THIS AGREEMENT, YOUR USE OR ATTEMPTED USE OF THE PLATFORM, THE SERVICES OR ANY OF THE INFORMATION OR TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE PLATFORM OR ANY SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS CAUSED IN WHOLE OR IN PART BY ANY INACCURACIES OR INCOMPLETENESS, DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS, INCLUDING, BUT NOT LIMITED TO, THOSE ARISING FROM OUR NEGLIGENCE OR CONTINGENCIES BEYOND OUR CONTROL IN PROCURING, COMPILING, INTERPRETING, COMPUTING, REPORTING, OR DELIVERING THE PLATFORM AND SERVICES THEREON OR THE INFORMATION THEREIN. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON, OR IN CONNECTION WITH YOUR USE OF, THE PLATFORM AND SERVICES THEREON OR THE INFORMATION THEREIN.

SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SIMILAR DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF) IN CONNECTION WITH THIS AGREEMENT, SHALL INCLUDE ANY LOSS OF PROFITS OR LOSS OF EXPECTED REVENUES OR GAINS HOWEVER ANTICIPATED AND/OR LOSSES OF OPPORTUNITIES TO TRADE.

In addition to the above, we are not responsible or liable to you if: you divulge or give any security information and/or your Security Measures to an unauthorised third party; any third party sees information concerning your Account displayed on your screen; any third party observes you when entering your Security Measures; or any third party overhears any telephone call that you make to us in connection with your Account or any aspect of the Platform.

Subject always to our obligations as data controller or processor for the purposes of the Federal Data Protection Law and any other applicable data protection laws, we are not liable for any disclosure of confidential information to any third party resulting from your misuse of the Platform or where you have failed to keep any Security Measures safe and confidential.

Except if it arises from our negligence, fraud or wilful default, you will be liable to compensate us in full for any losses, costs, liabilities, actions and/or expenses resulting from your failure to comply with this Agreement, or resulting from any action taken by us or our agents in accordance with your Instructions and this Agreement.

You acknowledge and agree that the exclusions and limitations of liability set out in this clause 26 (Liability) are integral to the level of Charges payable by you for access to and use of the Platform and Services, and that, were Rain to assume any further liability other than as expressly set out, such Charges would of necessity be set substantially higher. As such, you agree that the limitations and exclusions of liability set out in this clause 26 (Liability) are reasonable.

27. Charges

Details of the fees and charges applicable to your use of the Services are set out in our Fee Schedule, which is available at Disclosure: Fees and Charges and is incorporated into this Agreement by reference. Rain will ensure that all fee-related links and references in this Agreement are maintained and remain accurate at all times.

The price quoted to you for a Transaction reflects the prevailing market price of the relevant Virtual Asset at the time of the Transaction (which may be sourced from one or more third-party liquidity providers or exchanges), together with a spread or markup applied by Rain. The applicable spread or markup and any other Charges are set out in the Fee Schedule. The price quoted may vary depending on factors including the availability of the relevant Virtual Asset, prevailing market conditions and liquidity at the time of the Transaction.

You agree to pay all Charges applicable to your access to and use of the Services.

28. Availability of Service

Rain will use all reasonable endeavours to ensure continuous availability of the Platform and/or Services, but you acknowledge that there may be times when the Platform and the whole or any part of the Services is unavailable due to technical problems, for maintenance, if we suspect security breaches or fraud, due to strike, industrial action, failure of power supplies, failure of equipment (hardware or software) or events generally beyond our reasonable control.

We will use reasonable endeavours to inform you without undue delay through the Platform if any Service is unavailable. We may withdraw or suspend all or part of the Platform and/or Service to you where we consider it necessary or advisable to do so. We are not responsible and shall not be liable to you for any loss (including loss of profit), expense or delay that you may suffer as a result of any delay, withdrawal, failure or suspension of the Platform, the Services and/or the processing of any Instruction.

29. Tax

You are responsible for accounting for and meeting all tax liabilities you may incur in connection with your Account and as a result of your access to and use of the Services and/or activities on the Platform and for providing any relevant tax authority with any information that is requested from you.

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

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

30. Records

We keep records of your Transactions for not less than eight (8) years from the date of termination of this Agreement and your right to access and use the Services. Electronic communications that evidence, constitute or relate to a Transaction, an Order or a trade confirmation — including, in respect of the OTC Desk, the communications exchanged within the dedicated OTC Telegram group established for you, together with any screenshots of them and the corresponding entries in our OTC trade log and settlement records — form part of those Transaction records and are retained for not less than eight (8) years on the same basis. Without prejudice to our obligation to maintain records sufficient to meet the requirements of Applicable Laws, other voice and electronic communications that do not evidence, constitute or relate to a Transaction, an Order or a trade confirmation may be kept for a minimum of one (1) year.

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

Electronic communications and trade confirmations. 

Where you communicate with us electronically in connection with the Services — including, in respect of the OTC Desk, through the dedicated OTC Telegram group established for you (as described in the OTC Agreement) — you agree that: (a) such electronic communications, together with any screenshots of them and the corresponding entries in our OTC trade log and settlement records, are valid and binding and together constitute a binding trade confirmation between you and us, recording the existence, timing, content and terms of the relevant Order; (b) such electronic records are admissible in evidence in any dispute or proceeding, and you will not dispute their admissibility, validity or enforceability solely on the ground that they are in electronic form, are produced by computer, or are not in writing; and (c) this paragraph is without prejudice to, and is to be read together with, the evidential provisions in the preceding paragraph of this Clause 30. This paragraph takes effect in accordance with Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services and any other Applicable Law.

31. Data Protection

We are committed to meeting our obligations as data controller or processor, and safeguarding the privacy of our Clients, and to protecting the personal data we collect and store in the course of providing our Services including, without limitation, records kept in accordance with the provisions with respect to clause 30 (Records) above. Further information about the processing of personal data by Rain is set out in the Data Privacy Policy.

When you apply to access and use the Platform and/or Services, you consent to us using your personal data in accordance with the Data Privacy Policy. If you provide personal data on any third party (including any authorised representatives), you must ensure that the third party is aware of how we use personal data (as set out in this Agreement and the Data Privacy Policy, as applicable). You agree that you will comply with all Applicable Laws relating to data protection and the Data Privacy Policy.

32. Variation

Rain may, at any time, unilaterally change the terms of this Agreement, including and/or change the Services, or any part of the Services or VA Activities offered under this Agreement. You acknowledge and agree to Rain's right to make such unilateral changes, subject always to the notice requirements set out below.

Rain shall notify you of any such changes at least 30 calendar days prior to any change taking effect. Notification will be provided by email to your registered email address and/or notice on the Platform. Continued use of the Platform or Services following the expiry of the notice period will constitute your acceptance of the amended Agreement.

Rain will maintain a record of all versions of this Agreement and will be able to identify all changes between versions. Previous versions of this Agreement will be made available to you upon request.

33. Conflicts of Interest

Rain maintains a Conflicts of Interest Policy which is available upon request. In accordance with that policy, we have in place arrangements to identify and manage conflicts of interest that arise between Rain and our Clients and between our different Clients. In order to mitigate the risks arising from potential conflicts, Rain has in place strict segregation of duties, management oversight, adequate professional training, and effective compliance programs.

Your attention is drawn to the fact that if and when we deal on your behalf, we, or some other Person connected with us, may have an interest, relationship or arrangement that is material in relation to the transaction or service concerned. In the event of a material conflict of interest being identified, we will undertake to address or remove that conflict in as appropriate and timely manner as possible. If we are unable to remove the conflict, we will notify you of it and advise what options are available to take matters forward.

34. Questions, Feedback, and Complaints

Rain maintains a Complaints Handling Policy and Procedure, a copy of which is available here: Disclosure: Complaints Handling Policy and Procedure. To submit a complaint, you may contact Rain through any of the following channels: Email: Rain Support; Online form: Official Complaint Form. You are not limited to a single channel or method to submit a complaint.

Rain will acknowledge receipt of your complaint within one (1) calendar week of receipt. Rain will investigate and resolve your complaint within four (4) calendar weeks of receipt. Where extraordinary circumstances prevent resolution within four weeks, Rain will provide you with an explanation and a status update within four weeks and will resolve the complaint no later than eight (8) calendar weeks from the date of receipt. Rain will not impose any fees or charges for the submission or handling of complaints. Rain will maintain records of all complaints received and the outcomes thereof for a minimum of eight (8) years.

35. Force Majeure

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

36. Confidentiality

Each of Rain and you hereby agree not to disclose and to otherwise keep confidential any valuable business and financial information and other confidential and proprietary information, including any such confidential and proprietary information relating to the Client Account, Platform, and/or Services. The obligation under this section to maintain confidentiality shall not extend to information that is publicly available; rightfully possessed by you before it was disclosed; or developed independently by you without the use of, access to or referencing any Rain confidential information.

37. Communications and Notices

This Agreement and all documents and information in connection with the Agreement and the Platform will be provided to you in English. We will communicate with you in connection with the Agreement in English, and we will only accept Instructions and notices from you given in English. All communications from us will be via email or the Platform. If we send an email to the email address on record for your User Account or via the Platform, you agree and understand that this constitutes notice from us to you. If you email us, this constitutes notice from you to us. For all such notices made by email, the date of receipt is the date of transmission. It is your responsibility to make sure the email address we have on file for you is up to date and valid, that we have been added to your safe senders list, and your account is able to receive emails.

38. Assignment and Subcontracting

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

39. Rights Under This Agreement

Only the Company and each individual Client accepting the terms of this Agreement shall have any rights, including but not limited to, the right to bring a claim under this Agreement. For the avoidance of doubt, any legal or natural Person who is not a party to this Agreement shall not have any rights under this Agreement, except as expressly set out below.

Notwithstanding the foregoing, nothing in this Agreement shall limit, restrict or otherwise affect the rights, powers or duties of VARA or any other applicable regulatory or governmental authority in the exercise of their regulatory or supervisory functions. VARA's rights as regulator are not derived from this Agreement and are not affected by it.

40. Third Party Service Providers

The Company engages a number of third-party service providers in connection with the provision of the Services. A list identifying each provider and the role they perform can be found here: Disclosure: Third-Party Service Providers and Outsourcing Statement. The Company will update this list as and when material changes occur and will ensure it is aligned with the Company's Outsourcing Register at all times.

41. Severability

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

42. Entire Agreement

This Agreement (together with any documents referred to therein) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

43. No Waiver

Any delay or failure to exercise any right or remedy under this Agreement by us shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.

44. Cumulative Remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by Applicable Law.

45. Governing Law and Jurisdiction

This Agreement is governed by the laws of the UAE and you agree to submit to the exclusive jurisdiction of the Courts of the UAE. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, interpretation, or termination, shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre ("DIAC"), which Rules are deemed to be incorporated by reference into this section. The number of arbitrators shall be three. The seat of arbitration shall be Dubai, UAE. The language to be used in the arbitration shall be English.