This risk disclosure statement (the “Statement”) outlines a non-exhaustive list of risks which may be associated with the services or products we offer (the “Services”). In this Statement, references to “AYA”, “us”, or “we” means Web 3 Innovations FZE. References to “Virtual Assets” has the meaning ascribed to it in the Law No. [4] of 2022 Regulating Virtual Assets in the Emirate of Dubai, as may be amended from time to time.

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1. General risks

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1. This Statement does not set out all risks arising in relation to the services or products we may offer, and should not be relied upon as doing so. The risks applicable to any particular investment or service will depend on your particular circumstances and the terms of the relevant transaction. You should not deal in any investment unless you understand the nature of the product you are dealing in (or contract you are entering into), the extent of your exposure to risk, and unless you are satisfied that the product is appropriate for you. 

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2. You should consider carefully whether or not any product is suitable for you in light of your circumstances and financial position, and if in any doubt, seek professional advice. 

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3. All financial products carry a degree of risk and even low-risk investment strategies contain an element of uncertainty. Prices may fluctuate and there is a risk you may lose some or all of your investment. The types of risk that might be of concern will depend on various matters. The specific risks of a particular product will depend upon the nature of the asset and the circumstances of the relevant parties involved. 

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4. The nature and extent of investment risks varies with, amongst other things, the type of investment, the diversification or concentration in a portfolio and the complexity of the transaction, amongst other things. The price or value of an investment will depend on fluctuations in the financial markets and current performance, past performance, stimulated past performance or forecast performance are no indicator of future performance. Types of risks that may have an impact on your investment include (without limitation) liquidity risk, market risk (including volatility risk and the impact of market conditions), settlement risk, currency risk, operational risk, business risk, tax risk, regulatory risk, legal risk, barriers to or restrictions on divestment, risks inherent in “over the counter trading” and/or risks as a result of you assuming additional obligations in relation to the investment. These risks may occur simultaneously and may have an unpredictable effect on the value of your investment. The types of risks outlined in this Statement are not an exhaustive list of the risks which may occur in relation to Investments and you should consider any and all additional material provided to you in connection with your investment when assessing your risk exposure.

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5. Risks arising generally in relation to Investments include: 

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1. risk relating to market conditions, namely, the price of an Investment and its disinvestment risk may each be affected by factors relating to wider market conditions, both positive and negative, and such market conditions will affect each Investment differently.

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2. disinvestment risk, namely, investments may be affected by impediments to disinvestment, (e.g. Investments may prove illiquid or difficult to sell and/or may be difficult to sell at a price equal to or greater than the transaction price at the point in time that you wish to sell).

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2. Default and termination 

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1. If any event of default occurs in relation to you, or at any time after we have determined, in our sole and absolute discretion, that you have not performed (or we reasonably believe that you will not be able or willing in the future to perform) any of your obligations to us, we shall be entitled without prior notice to you (i) to close out, terminate, accelerate, cancel, replace or reverse any transaction, buy, sell, borrow or lend any investment or enter into any other transaction or take, or refrain from taking, such other action at such time or times and in such manner as we consider (at our discretion) necessary or appropriate to cover, reduce or eliminate our loss or liability under or in respect of any of your transactions, contracts, positions or commitments, including refraining from delivering any Investments due to you and/or (ii) terminate any transaction and to terminate any agreement(s) immediately. A termination may involve the payment of a termination amount from you, which may be netted and/or set-off against other payment obligations due between us and you.

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3. Disruption events 

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1. If a disruption event occurs, we may, in our sole and absolute discretion, make such changes, conversions, adjustments or modifications to the exercise, settlement, payment or any other terms of such transaction as we determine to be appropriate (which may include cancelling any relevant Transaction and calculating any payment due to or from you based on the closing prices we reasonably deem to be appropriate). We make no assurances in relation to the nature of any adjustments we decide to make.

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4. Collateral 

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1. You may be required to transfer collateral to us on demand, in such amounts and types as we may require in our absolute discretion, which may be in the form of cash or Virtual Assets as specified by us prior to the entry into a transaction and from time to time during the term of a transaction. Collateral may be required in relation to any transaction, whether entered under the agreement(s) or any other trading arrangement.

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5. Risks relating to Virtual Assets

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Generally

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1. Virtual Assets are a new and evolving asset class and are part of a new and rapidly evolving industry that is subject to a high degree of uncertainty. The characteristics of particular Virtual Assets within the “class” may differ significantly, and the investment characteristics of Virtual Assets as an asset class differ from those of traditional currencies, securities and commodities. Virtual Assets present a constantly changing environment in which the associated risks are also constantly changing. Accordingly, the risks described herein, which may become outdated, are only a brief summary of certain aspects of the risks associated with investing in Virtual Assets and are exhaustive.

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2. Virtual Assets are not legal tender in most jurisdictions. The level of the intrinsic values of Virtual Assets may be subject to a broad spectrum of opinions. The price of many Virtual Assets is based on the agreement of the parties to a transaction. There are specific risks associated with the unique features of Virtual Assets which need to be understood.

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Price volatility

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3. The price of a Virtual Asset is ultimately based on the perceived value of the Virtual Asset and can be subject to changes in sentiment, which may make these products highly volatile. Certain Virtual Assets have experienced daily price volatility of more than 20%. You should be aware of the potentially extreme price volatility of some Virtual Assets and the possibility of rapid and substantial price movements, which could result in significant losses, including the loss of the full value of such Virtual Assets. Moreover, Virtual Assets are not backed by a central bank, a national or international organisation, assets or other forms of credit, although in some specific cases may be backed to an extent by physical assets. Virtual Assets may have no inherent value; in most cases, the price of Virtual Assets is entirely dependent on the value that market participants place on them, meaning that any increase or loss of confidence in Virtual Assets may affect their value.

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4. Virtual Assets may also be subject to momentum pricing due to speculation regarding future appreciation in value, leading to greater volatility. Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for future appreciation in value, if any. It is possible that momentum pricing of Virtual Assets has resulted, and may continue to result, in speculation regarding future appreciation in the value of Virtual Assets, making Virtual Asset prices more volatile. As a result, Virtual Assets may be more likely to fluctuate in value due to changing investor confidence, which could impact future appreciation or depreciation in Virtual Asset prices. 

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5. There is no assurance that Virtual Assets will maintain their long-term value or become more widely adopted (whether as a form of currency or otherwise). On the contrary, they may cease to be used altogether; they may lose their value in part or in full.

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Irreversibility and irrecoverability

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6. Virtual Asset transactions and transfers are generally irreversible without the consent and active participation from the recipient of the transaction. To the extent that any of your Virtual Assets are incorrectly or fraudulently transferred, they are likely to be irretrievable. Furthermore, where Virtual Assets have been lost, stolen or destroyed under circumstances rendering a party liable to you, then you may have limited recourse against the responsible party. For example, as to a particular event of loss, the only source of recovery might be limited to your custodian or, to the extent identifiable, other responsible third parties (e.g. a thief or terrorist), which may not have the financial resources (including liability insurance coverage) to satisfy a valid claim.

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Liquidity

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7. Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing you from selling out of these illiquid investments at an advantageous price, or at all. Thin markets can also amplify volatility and cause significant delays in executing trades. Any markets for these investments can be expected to involve wider price spreads and more sensitivity to buying and selling pressures than is found in more active markets. Illiquidity can be caused by various factors, including but not limited to market conditions, regulatory actions, technological issues, or other unforeseen circumstances. Illiquidity may impact the ability to open or close positions, leading to potential losses or delays in accessing funds. Virtual Assets may be illiquid investments that are not easily and readily convertible into fiat currencies, and some Virtual Asset markets may be thinner than others.

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Opaque market

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8. Virtual Asset balances are generally maintained as an address on the blockchain and are accessed through private keys, which may be held by a market participant or a custodian. Although Virtual Asset transactions are not typically private and are publicly available on a blockchain or distributed ledger, the public address does not identify the controller, owner or holder of the private key. Unlike bank and brokerage accounts, Virtual Asset exchanges and custodians that hold Virtual Assets do not always identify the owner. The opaque underlying or spot market may pose asset verification challenges for market participants, regulators and auditors and potentially give rise to an increased risk of manipulation and fraud.

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Cybersecurity 

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9. The cybersecurity risks of Virtual Assets and related digital wallets or spot exchanges include hacking vulnerabilities and a risk that publicly distributed ledgers may not be immutable. A cybersecurity event could potentially result in a substantial, immediate and irreversible loss for market participants that trade Virtual Assets. Even a minor cybersecurity event in a Virtual Asset is likely to result in downward price pressure on that product and potentially other Virtual Assets. Virtual Assets may be subject to fraud, manipulation and theft, not only through hacks but through other means, such as targeted schemes, and that clients may not benefit from legal protections in such circumstances.

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Personal Data

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10. All information collected in connection with any of our Services (including information generated by cookies from your use of our websites) will be stored, used, disclosed, handled, transferred and processed with appropriate safeguards and security measures in place, in compliance with the provisions of the Federal Decree-Law No. 45/2021 On the Protection of Personal Data (the “PDPL”), without limitation to the following: 

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• Encryption of your Personal Data; and

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• Information identifying the data subject shall be replaced with pseudonyms or other covered coding, which is also in line with the European Union’s (EU) General Data Protection Regulations (GDPR). 

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11. However, in connection with Clause 5.9 above, such cybersecurity risks of exposure or loss from cyber-attack, data, system or security breach, include, but are not limited to, any breach of Personal Data security. While we would, to the extent that it is commercially reasonable, ensure that any storage, use, disclosure, handling, transfer, and processing of your Personal Data or the means thereof are in line with the PDPL, there is no guarantee that information stored by us or on our behalf may not be accessed, collected, used, disclosed, copied, modified or deleted by unauthorised parties through any hacking vulnerability and/or cyber-attack causing such data, system and/or security breach. By acquiring and/ or using our Services, you hereby agree that we shall not be liable and shall be held harmless, for any breach of security measures or for any hacking activity that seeks to compromise the technical and organisational measures in place for our data, system, security and networks, which is beyond our reasonable control.  

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Digital wallets and loss or distraction of private keys

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12. Virtual Assets are generally only controllable by the possessor of the unique private key or keys relating to the wallet in which the Virtual Assets are held. These keys are typically created by and stored within software known as a “digital wallet.” While each Virtual Assets network may require a public key be published when used in a transaction, any private keys linked with such public key must be safeguarded and kept private in order to prevent a third party from accessing the Virtual Assets held in a digital wallet. To the extent a private key is lost, destroyed or otherwise compromised and no backup of the private key is accessible, you (or any custodian acting on your behalf) will be unable to access the Virtual Assets held in the related wallet and, in most cases, the private key will not be capable of being restored. The loss or destruction of a private key required to access a Virtual Asset may be irreversible. Any loss of private keys relating to Virtual Assets could lead to substantial losses. The risk of loss due to losses of private keys or similar methodologies of secure access is generally greater for Virtual Assets than that of other asset classes, given the variations in the sophistication of access methodologies and the inherent technological designs of Virtual Assets.

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13. Our platform requires the use of users’ digital wallets. If your private key or password is lost or stolen, the Virtual Assets associated with your digital wallet may be unrecoverable and may be permanently lost. We are in no way responsible for your digital wallet which is used on our platform (including unhosted digital wallets) and you are solely responsible for the access and security of your digital wallet, for any security breach of your wallet and/with any loss of Virtual Assets resulting from digital wallet service providers, including any termination of the service by the digital wallet service provider and/or bankruptcy of the digital wallet service provider. 

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Virtual Assets Standard (“VA Standards”) 

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14. As a licensed entity under VARA, we have established virtual asset standards in accordance with the considerations laid down in Part VIII.A.4. of the Market Conduct Rulebook (the “MCR”), in respect of all Virtual Assets. In compliance with the MCR, we will assess the relevant information to ensure that the Virtual Assets Activities (the “VA Activities”) that are provided continue to meet its VA Standards. AYA reserves the right to set, review, change, amend and/or update conditions under which VA Activities in relation to a Virtual Asset may be suspended, including where a Virtual Asset no longer meets its VA Standards. Within commercially reasonable efforts, we ensure that necessary operational procedures and controls are in place in the event such conditions are met. 

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15. VA Activities shall include Advisory Services, Broker-Dealer Services, Custody Service, Exchange Services, Lending and Borrowing Services, Virtual Assets Management and Investment Services and Virtual Assets Transfer and Settlement Services, as defined in the Virtual Assets and Related Activities Regulations 2023 (the “Regulations”). 

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16. In the event that such conditions are met so that a Virtual Asset no longer meets its VA Standards, as referred to in Clause 5.14 above, you are hereby informed and made aware that VARA shall be notified and AYA shall take such steps as may be directed by VARA to mitigate any adverse impact on you as a result. 

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17. In addition to the above, VARA shall have the right to require the suspension of a VA Activity in respect of any Virtual Asset upon reasonable grounds it deems appropriate. AYA shall not be liable and shall be held harmless for any official instruction, decision and/or requirement by VARA through no fault of AYA. 

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6. Instructions and settlement

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1. We may, in accordance with applicable laws and regulations and at our discretion, refuse to accept instructions from you, including (but not limited to) cases where instructions require us to make any payment or incur any liability before receipt of sufficient cleared funds from you. Similarly, we will not be obliged to settle any transaction or make certain payments or deliveries to you until we (or our settlement agent) have received all necessary documents or cleared funds from you. We shall not be deemed to be holding property on your behalf pending settlement of a transaction. In any event, AYA reserves the right to set off any amount, monies and/or funds held by AYA on your behalf against any unpaid amount payable to AYA and any existing payment obligations due and owing by you. 

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7. Liability, indemnity, and force majeure 

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1. We shall not be liable for any loss arising from any act or omission in the course of or relating to the activities to which any of the agreement(s) with you or other trading arrangements apply, subject to certain limitations. Moreover, you undertake to indemnify and hold us, our associates (including in respect of any associate that is a broker) harmless against any loss which any of the foregoing may suffer or incur directly or indirectly in connection with or as a result of anything done or omitted to be done for the purpose of carrying out any transaction for your account or providing any service to you or otherwise acting on your instructions, subject to certain limitations. You shall also pay any penalties arising in respect of the transactions you enter. In the event of any failure, interruption or delay in the performance of our obligations resulting from acts, events or circumstances not reasonably within our or any associate’s control, neither we nor any associate shall be liable or have any responsibility for any loss whatsoever thereby incurred or suffered by you, and we shall not be obliged to take or refrain from taking any action in such circumstances.

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8. No investment advice 

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1. Information provided by us does not constitute investment advice, financial advice, trading advice, or any other type of advice whatsoever and is presented rather as general market commentary. We shall not provide any investment advice in relation to a transaction in the form of personal recommendations or advise on the merits of buying, selling, or otherwise dealing in particular instruments and/or investments or executing particular transactions, any tax, legal or other economic consequences or any other rights or obligations attaching to such instruments, investments or transactions. Therefore, you must rely solely on your own judgement and research in deciding to enter into or close a transaction and we make no assessment of the suitability of such actions for you. We give no warranty as to the performance or profitability of any transaction or investment that you may effect through us. We will not be held responsible for any investment decisions made based on the information provided by us.

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9. Risks relating to initial dex offerings (“IDO”)

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1. All participants agree and understand the potential risk associated with taking part in any of our IDOs activities. The potential risks may include complete loss of all of your investments which you agree and acknowledge that you freely participate in without any duress whatsoever. Participating in IDOs will have a high level of risk.

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2. We encourage all investors to understand how IDOs work before participating in any of our activities. All investors should be aware that taking part of any crypto related activities carries significant risk, any principal amounts invested in any crypto activity can be lost completely without any chances of getting back your money. You will only participate in our IDOs project solely at your own risk. 

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3. While this website can be accessed worldwide, not everyone should or is invited or asked to access this website. As such, the information provided and the products and/or services accessible through this website are respectively only intended for use by any person in any country where such access and/or use would not be contrary to local law or regulation. If you choose to access this website from any location, then you do so on your own initiative and at your own risk. It is your sole responsibility to ascertain the terms of use and comply with any local law or regulation to which you are subjected to.

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4. The eligible jurisdictions applicable to participate in an IDO may be determined by the individual project creator in certain cases. Consequently, there may exist a restricted list of eligible jurisdictions from which residents can participate in the IDO. Depending on factors such as the IDO's characteristics, nature and size, some participants may be unable to participate in the IDO. Participants should carefully evaluate their eligibility and consider any potential risks associated with their involvement. We will not be held responsible for any exclusion or inability to participate arising from these jurisdictional limitations.

Web 3 innovations FZE takes into account the following considerations in respect to of all virtual assets as set out in VARA market conduct rulebook Rule- VIII.A & VIII.B

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VARA Market Conduct Rulebook Part VIII

A. Requirements to have VA Standards

1. VASPs shall establish standards for the Virtual Assets it provides VA Activities in relation to VA Standards

2. VASPs shall take all reasonable steps including, but not limited to, conducting relevant due diligence to ensure all Virtual Assets meet its VA Standards prior to, and at all times during, the VASP providing any VA Activities in relation to such Virtual Assets

3. VASPs shall disclose their VA Standards on their website.

4. VA Standards shall, to the extent relevant to the VA Activity, include but not be limited to the following considerations in respect of all Virtual Assets—

b. its design, features and use cases, whether or not intended by the Issuer or relevant developers;

f. the security and immutability of the underlying DLT protocol;

g. its future development [e.g. “roadmap”] as communicated by the Issuer and/or relevant developers;

h. whether it may be susceptible to price manipulation for any reason and relevant mitigations that will be implemented by the VASP;

i. whether potential or actual conflicts of interest may arise should a VASP provide any VA Activities in relation to the Virtual Asset and relevant mitigations;

j. the background of its Issuer including, but not limited to, relevant experience in the Virtual Asset sector and whether it has been subject to any investigations or claims in relation to fraud or deceit;

l. sufficient assets are available to satisfy any obligation with respect to any VA Activities;

m. VASPs shall ensure that Virtual Asset terms and conditions reflect, to the extent possible, the operation of any existing underlying physical market and avoid adverse impacts to such market [if applicable]; and

n. VASPs should review Virtual Asset terms and conditions on a periodic basis for appropriate correlation with any physical market to ensure such terms and conditions conform to standards and practices in that physical market [if applicable].

B.

Implementation and Control

1. VASPs shall regularly, and on an ongoing basis, assess relevant information to ensure that a Virtual Asset that it provides VA Activities in relation to continues to meet its VA Standards.

2. VASPs must maintain all records relevant to such assessments for eight [8] years and provide such records for VARA’s inspection upon request.

4. VASPs shall notify VARA as soon as possible after becoming aware that a Virtual Asset no longer meets its VA Standards and shall take such steps as VARA may direct to minimise any adverse impact on clients arising as a result.

5. VARA shall have the right to require the suspension of a VA Activity in respect of any Virtual Asset upon reasonable grounds it deems appropriate.

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Dispute Resolution and Complaint Handling

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4.1 Complaints

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1. All complaints, whether oral or written, made against the Company in relation to its conduct of its services, should be directed to the CO who is responsible for ensuring that complaints are dealt fairly, efficiently, and with due diligence and consideration.

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2. A complaint is any oral or written expression of dissatisfaction from a client to the Company in connection with the provision of, or failure to provide, its services. 

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4.2 Receipt of Complaints

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(1) On receipt of a complaint, the Company must record the complaint in the Register of Complaints (Appendix 3) and request the complainant to fill the Customer Complaints Form (Appendix 4) to initiate formal processing. The Company must acknowledge receipt of the complaint in writing within one week by providing the complainant with: 

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1. the contact details of any individual responsible for handling the Complaint;

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2. key particulars of the Company’s handling procedures; and

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3. a statement that a copy of the procedures is available free of charge upon request.

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4.3 Investigation of Complaints

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1. The Company must ensure that any individual handling the complaint is not or was not involved in the conduct of the service about which the complaint has been made and is able to handle the complaint in a fair and impartial manner. 
2. The individual(s) responsible for handling the complaint must have sufficient authority to resolve the complaint or has access to individuals with the necessary authority.  Normally, the CO or the CEO will be responsible for investigating any complaints and will be authorised to assign tasks involved in the investigation process to any person or employee as deemed appropriate in that situation. Complaints posing high risk to the Company and depending upon severity of the matter involved, CEO should bring the matter to the attention of the Board. 
3. Where the provision of services involve any third-party Entities, the Company shall establish procedures to facilitate the handling of such complaints between their clients and such third-party Entities. W3I will remain responsible for the resolution of such complaints.

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4.4 Resolution of Complaints

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1. The Company aims to resolve all complaints within 4 weeks from the time the complaint was made.  If the resolution is taking longer the Company must provide an update in writing to the complainant and should be resolved no later than 8 weeks from the time the complaint was made.

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Upon conclusion of an investigation of a complaint, the Company must promptly: 

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1. advise the complainant in writing of the resolution of the complaint;

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2. provide the complainant with clear terms of redress, if applicable; and

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3. comply with the terms of redress if accepted by the complainant.

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2. If the complainant is not satisfied with the terms of redress offered by the Company, the Company must inform the complainant of other avenues, if any, for resolution of the Complaint and provide him with the appropriate contact details upon request.

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3. Other avenues for resolution of a complaint may include an external dispute resolution scheme, arbitration or the Dubai Courts.

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4. The CO must record the resolution in the Register of Complaints and, if applicable, the steps the Company has taken to remedy a recurring or systemic problem revealed by the complaint.

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5. All employees should sign on an annual basis a declaration of Customer Complains (Appendix 5)

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5.    Complaints Handled by Third Parties

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(1)  The Company understands that there will be instances where the Complaint will be handled by a third party. In these cases, the Company will follow the following procedures. 

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(2) The Company will contact the third party and try to obtain a copy of the complaint handling procedures to understand the process, timelines of response, etc. 

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(3) The Client will be promptly notified that the Complaint will be handled by a third party,  and if available, copy of the complaint handling procedures will be attached, as well as an expected timeframe for when they can expect to hear back from the third party.

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(4) The Company will work closely with the third-party provider on the solution of the complaint and will provide the third party with all relevant information about the complaint. This includes the customer's name, contact information, the date of the complaint, a brief description of the issue, and any supporting documentation. 

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(5) The Company will do its best efforts to assist the third party with the investigation. This could involve attending calls with the customer, providing relevant records and conducting interviews with the third party. 

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(6) The Company will do its best efforts so that the third party resolves the complaint promptly and fairly. 

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(7) A follow- up correspondence will be sent from the Company to the customer to ensure that their issue has been resolved within the times specified in the third-party’s complaints handling procedure. 

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(8) If the customer is not satisfied with the solution, the Company will propose other avenues, if any, for resolution of the Complaint and provide him with the appropriate contact details upon request.

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4.6 Record Keeping

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1. This Register of Complaints will contain the name of the complainant, the substance of the complaint, a record of the Company's response, and any other relevant correspondence or records, and the action taken by the Company to resolve each complaint.

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2. The CO will retain any record of Customer Complaints in employee compliance files for at least 8 years from the date the employee ceased to be an employee of the Company.

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3. The Company must maintain a record of all complaints made against it for a minimum period of 8 years from the date of receipt of a complaint.

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 October 2023 

Potential Conflicts of Interests: At the date of this disclosure, W3I intends to promote investment projects in its platform to which Group entities of W3I may also invest into – specific rights and conditions may be applied to such investments. Furthermore, individuals covering management roles in W3I or its Group companies may also hold executive roles within the W3I and/or be involved in its operations and distribution. W3I may appoint as service providers one or more entity forming part W3I Group  and avail of such services performed by these counterparties  – the terms of such arrangements will be either negotiated at arm’s length or otherwise entered into at conditions which are deemed to be more favorable for clients than those otherwise available in the open market. Moreover, W3I  has in place a conflict of interest policy detailing, amongst others, how it handles potential or actual conflict of interests. Further information on the conflict of interest management approach adopted by W3I are available upon written demand. 

Withdrawal of assets: W3i does not hold client assets at any time, Our platform requires the use of users’ digital wallets. If your private key or password is lost or stolen, the Virtual Assets associated with your digital wallet may be unrecoverable and may be permanently lost. We are in no way responsible for your digital wallet which is used on our platform (including unhosted digital wallets) and you are solely responsible for the access and security of your digital wallet, for any security breach of your wallet and/with any loss of Virtual Assets resulting from digital wallet service providers, including any termination of the service by the digital wallet service provider and/or bankruptcy of the digital wallet service provider. 

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Counterparty risks:W3i shall adopt its best efforts to manage counterparty risks in adherence to industry standards. Among the key arrangements envisaged to this end, W3i shall select providers only after having performed thorough due diligence entailing analysis on the regulatory status of the parties involved, well-defined and structured internal approvals processes as well as adopting strong risk management practices.

Liquidity Risks: Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing a fund from selling out of these illiquid investments at an advantageous price, or at all. Thin markets can also amplify volatility. Any markets for these investments can be expected to involve wider price spreads and more sensitivity to buying and selling pressures than is found in more active markets. Virtual Assets may be illiquid investments that are not easily and readily convertible into fiat currencies, and some Virtual Asset markets may be thinner than others.. 

Other disclosures: No senior management has been involved in any conviction/prosecution to be disclosed in accordance with VARA rules. W3I has in place, at group level, multiple arrangements to deal with potential risks of market offences, ranging from personal account dealing framework, trade surveillance arrangements, communication monitoring and recording, as well as similar measures entailing internal and external audit.

Policies: 

Based on the stipulated requirements from VARA, our policies are published on our website: aya.foundation/policies Policy. 

For access to the Internal whistleblowing policy: you can write to support@aya.foundation for a copy of our whistleblowing policy. 

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The Company’s Whistle Blowing Policy outlines the procedures and expectations for employees who wish to report malpractice, impropriety, non-compliance, or wrongdoing within the organization. Here's a breakdown of the key points:

Policy Objective: The policy states that the firm will not tolerate any form of misconduct, and it encourages employees to report such concerns without fear of adverse consequences.

Reporting Process: Employees are encouraged and expected to report any potential breaches of laws, regulations, or internal policies and procedures. They are encouraged to discuss these concerns confidentially with an appropriate senior manager or the Compliance Officer.

Nature of Concerns: Employees are encouraged to come forward with concerns related to the legality, probity, or ethics of their work. Such concerns should be based on an honest and reasonable suspicion of malpractice or abuse.

Purpose of Whistleblowing: The policy emphasizes that whistleblowing provides senior management with critical information to take corrective action and holds those responsible accountable for their actions or inactions.

Protections Against Retaliation: Victimizing or deterring employees from raising concerns about abuse or malpractice is considered a disciplinary offense and will be addressed following the firm's disciplinary procedures.

Abuse of Whistleblowing: The policy warns that employees who abuse the whistleblowing process, such as making malicious or unfounded allegations or making concerns public without reasonable cause, may face disciplinary action.

Examples of Disclosures: The policy provides examples of issues that should be disclosed, which include criminal offenses, failure to comply with legal obligations, miscarriages of justice, health and safety risks, environmental damage, and cover-ups of any of these issues.

Reporting Channels: The policy suggests that employees should typically report concerns to their supervisor. If this is not deemed appropriate for any reason, they can contact the Compliance Officer or the CEO (Chief Executive Officer). In cases where the complaint is against the CEO, the matter may be referred to the Compliance Officer or directly to a non-executive member of the Board.

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Terms and Conditions

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This end user agreement (the "Agreement") should be read by you (the "User" or "you") in its entirety prior to your use of AYA’s Services or products. Be aware that this Agreement constitutes a legally binding agreement between you and Web 3 Innovations FZE (referred to herein as "AYA", "Us" or "We") which owns and operates the website on the Internet and the Services at https://aya.foundation. You consent to adhering to all the terms set forth in this Agreement when/if you are provided with an “I Agree” button and clicking on it.

1. Definitions and interpretation

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1. Unless otherwise defined, capitalised terms used shall have the following meaning:

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“Agreement”

means this end user agreement;

“AML”

has the meaning ascribed to the term ‘Anti-Money Laundering’ in Federal Decree-Law No. [20] of 2018 On Combating Money Laundering Crimes, the Financing of Terrorism and the Financing of Unlawful Organisations, as may be amended from time to time;

“CFT”

has the meaning ascribed to the term ‘Countering the Financing of Terrorism’ in Federal Decree-Law No. [20] of 2018 On Combating Money Laundering Crimes, the Financing of Terrorism and the Financing of Unlawful Organisations, as may be amended from time to time;

“DLT”

has the meaning ascribed to the term “Distributed Ledger Technology” in the Law No. [4] of 2022 Regulating Virtual Assets in the Emirate of Dubai, as may be amended from time to time;

“Cross-Border Processing”       

Dissemination, use, display, transmission, receipt, retrieval, sharing or Processing of Personal Data outside the territory of the UAE;

“Data Subject”

The natural person who is the subject of the Personal Data;

“Establishment”

Any company or sole proprietorship established inside or outside the UAE, including companies which the federal or local government partially or wholly owns or has a shareholding therein;

“Intellectual Property”

means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Issuer”

means any legal entity responsible for the issuance of Virtual Assets.

“KYC”

means ‘Know-Your-Client’, a mandatory process for financial institutions and designated non-financial businesses and professions in the UAE to comply with anti-money laundering and countering the financing of terrorism;

“Law”

means any law, ordinance, regulation or code or any lawful declaration, decision, notification, determination, opinion, order, licence, licence condition or direction made by any Regulatory Authority in the relevant jurisdiction;

“Personal data”

Any data including personal and financial relating to an identified natural person, or one who can be identified directly or indirectly by way of linking data, using identifiers such as name, voice, picture, identification number, online identifier, geographic location, or one or more special features that express the physical, psychological, economic, cultural or social identity of such person. It also includes Sensitive Personal Data and Biometric Data;

“Regulatory Authority”

means a government or a governmental, semi-governmental or judicial entity or authority both inside and outside the UAE;

“Service”

means all the services and functionality available and described on the AYA.com website;

“State”

the territory of United Arab Emirates (UAE);

“VARA”

means the Virtual Assets Regulatory Authority of the United Arab Emirates or its successors; and

“Virtual Assets”

has the meaning ascribed to it in the Law No. [4] of 2022 Regulating Virtual Assets in the Emirate of Dubai, as may be amended from time to time.

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2. In this Agreement:

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1. reference to any act, law, statute or statutory provision shall (where the context so admits and unless expressly provided otherwise) be construed as a reference to that act, law, statute or statutory provision, as respectively amended, consolidated, modified, extended or re-enacted as at the date of this Agreement and any subordinate legislation made thereunder as at the date of this Agreement respectively;

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2. where the context so admits, words importing the singular shall include the plural and vice versa; words importing the masculine gender shall include the feminine gender; and words importing persons shall include firms, bodies corporate, corporations and unincorporated associations;

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3. unless otherwise indicated, reference to a specified Clause shall be construed as reference to that specified Clause of this Agreement;

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4. Clause and paragraph headings are for ease of reference only and shall not affect the construction of this Agreement. The recitals to this Agreement shall be deemed to be incorporated in this Agreement and to form part of this Agreement;

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5. reference to this Agreement is to this Agreement as it may be amended, varied or supplemented from time to time; and

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6. any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

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2. AYA

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1. AYA is operated by Web 3 Innovations FZE, a limited liability free zone establishment incorporated under the Dubai World Trade Centre Authority whose registered address is HD 109, Floor 25, Sheikh Rashid Tower, Dubai World Trade Centre, Dubai, United Arab Emirates ( with registration number L-2673).

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2. As a licensed entity under VARA, We have established virtual asset standards in which We take into account key considerations in respect of all Virtual Assets. These standards are stipulated in the VA standards manual published on https://aya.foundation/policies

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3. AYA (as a licensed entity by VARA) has made the following public disclosures on their website which can be accessed at https://aya.foundation:

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1. policies and procedures relating to data privacy, whistleblowing and handling of client complaints;

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2. a statement as to AYA’s arrangements for the protection of clients’ assets held by AYA and how it determines usage of client Virtual Assets including but not limited to a detailed description of such uses;

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3. a statement as to how in the course of the provision on VA Management and Investment Services (as defined in the rules issued by VARA), client Virtual Assets are used and how clients’ interests in respect of those Virtual Assets are thereby respected;

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4. a statement explaining that client Virtual Assets used by AYA in the course of the provision of VA Management and Investment Services may be at risk, including the types and nature of such risks, while noting that the listed risks are illustrative and not exhaustive, and providing a statement on the likelihood and severity of any losses which may be suffered;

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5. such other information as VARA may require from time to time.

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3. Grant of license

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1. AYA grants the User a non-exclusive, personal, non-transferable right to use the Service on your personal computer or other device that accesses the Internet in order to access and use the Service, subject to the terms and conditions contained herein. The User hereby agrees not to access the Service on behalf of any other person, notwithstanding possession of a power of attorney, and acknowledges that such unauthorised access may result in termination of the Services.

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2. The Service is not for use by (i) individuals under the age of 18 years, or minors as defined by their respective jurisdiction; (ii) individuals accessing or using the Service from any jurisdiction in which it is illegal to do so. AYA does not have the ability to verify the legality of the Service in every jurisdiction, therefore it is entirely up to the User to ensure compliance with local laws, regulations and guidelines, including determining the legality of using the Service in their jurisdiction. By using the Service, the User represents and warrants that they are in compliance with all applicable laws and regulations in their jurisdiction of residence.

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3. AYA and its licensors are the sole holders of all rights in and to the Service and code, technology, organisation and structure, architecture, including copyright, trade secrets, intellectual property and other rights. You may not:

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1. copy, create derivative works, distribute, publish, reverse engineer, decompile, disassemble, modify, or translate the AYA website or the Service; or

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2. use the Service that in any way that is prohibited by applicable laws or regulations

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(each of the above herein defined as an "Unauthorised Use").

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4. AYA reserves any and all rights implied or otherwise, which are not expressly granted to the User hereunder and retain all rights, title and interest in and to the Service. You agree that you will be solely liable for any damage, costs or expenses arising out of or in connection with the commission by you of any Unauthorised Use. You shall notify AYA immediately upon becoming aware of the commission by any person of any Unauthorised Use and shall provide AYA with reasonable assistance with any investigations it conducts in light of the information provided by you in this respect. You may contact AYA for further information on measures that you can take to protect your keys and/or seed phrases from misuse or unauthorised access, and the consequences of sharing your private keys and other security information.

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5. The brand ‘AYA’, its domain names and any other Intellectual Property used by Us as part of the Service, are solely owned by AYA. All content on the website including, inter alia, images, pictures, graphics, photographs, animations, videos, music, audio and text belongs to AYA and is protected by copyright and/or other intellectual property or other rights. You hereby acknowledge that by using the Service, you obtain no rights in the contents on the website and/or the Intellectual Property, or any part thereof. Under no circumstances may you use the content of the website and/or the Intellectual Property without our prior written consent. You agree not to do anything that will harm or potentially harm the rights including, inter alia, our Intellectual Property.

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4. No warranties

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1. AYA disclaims any and all warranties, expressed or implied, in connection with the Service which is provided to you "as is" and We provide you with no warranty or representation whatsoever regarding its quality, fitness for purpose, completeness or accuracy.

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2. Regardless of our efforts, We make no warranty that the Service will be uninterrupted, timely or error-free, or that defects will be corrected.

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5. Authority and terms of service

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1. You agree to the rules of the Service provided and described on the website. We retain all authority over the issuing, maintenance, and closing of the Service. The decision of AYA management, concerning any use of the Service, or dispute resolution, is final and shall not be open to review or appeal.

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6. Your representations and warranties

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1. You as a Data Subject, give your unconditional consent for processing of your personal data. Further, you acknowledge and understand that:

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1. there is a risk of losing Virtual Assets & other funds of value when using the Service and AYA has no responsibility to you for any such loss;

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2. your use of the Service is at your sole option, discretion and risk;

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3. you are solely responsible for any applicable taxes which may be payable on Virtual Assets traded or transacted by you through your using the Service; and

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4. the telecommunications networks, blockchain networks and Internet access services required for you to access and use the Service are entirely beyond the control of AYA and We shall have no liability whatsoever for any outages, slowness, capacity constraints or other deficiencies affecting the same.

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2. You hereby represent and warrant that:

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1. you are (i) aged 18 or over, (ii) you are of the age of majority in your jurisdiction, (iii) you are accessing the Service from a jurisdiction in which it is legal to do so, (iv) you are not a politically exposed person (PEP) nor are you on any United States or European Union sanctions lists or terrorism finance watchlists, and (v) that you will inform AYA immediately if you enter onto one of these lists or change your residence to a prohibited jurisdiction;

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2. should you discover a bug or error that may lead to an exploit of the Service or other loss of funds from AYA, you have the responsibility to notify Us in a timely manner. Furthermore, any attempt by you to use such a discovered exploit or bug for illicit financial gain is illegal and strictly prohibited under this Agreement. AYA reserves the right to prosecute to the fullest extent of the law anyone who exploits or attempts to exploit the Service in an unlawful manner.

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7. Prohibited uses

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1. Prior to your use of the Service and on an ongoing basis you represent, warrant, covenant and agree that:

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1. PERSONAL USE. The Service is intended solely for the Users personal use. The User is only allowed to use the Service for personal use, and may not create multiple accounts, including for the purpose of collusion and/or abuse of service (e.g. token allocation manipulation and insider trading.

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2. EXPLOITS & BUGS. The Service is provided as is, and any exploitation of the Service or errors in program logic and/or code (bugs) constitutes a Prohibited Use and a material breach of this Agreement. Any funds the User may misappropriate in this manner pursuant to this clause shall be considered void and the immediate property of AYA, without limit.

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8. KYC and AML policy

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1. We may, in connection with the Services, use, share and store personal and financial data about you (if you are an individual), your employees and other individuals whose details you or a person acting on your behalf provide to Us, including but not limited to contact details of individuals (such as telephone numbers and e-mail addresses) and personal identifiers, such as copies of identification documents (collectively referred to herein as “Client Personal Data”).

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2. You shall provide to Us all relevant personal data required by Us for the purpose of our compliance with the applicable AML/CFT Laws, such as passport details for KYC and AML checks from time to time. Failure to provide this personal data within reasonable time could mean that We are unable to provide or to continue to provide the Service to you until such time as all relevant checks are completed.

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3. For the purposes of completing all relevant KYC and customer due diligence checks, We may obtain Client Personal Data from various sources (including from our client onboarding forms, third parties and publicly available sources) which may be included in the information We hold about you (or relevant employees).

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4. We reserve the right, at any time, to ask for any KYC documentation we deem necessary to determine the identity and location of a User. We reserve the right to restrict the Service and any payments that may be due to you until your identity is sufficiently determined.

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5. We further reserve the right to share submitted KYC information and documentation you have submitted with third parties for the purpose of verifying the authenticity of the information. In doing so, we ensure that such third parties maintain sufficient data protection measures in compliance with applicable UAE regulations and standards to safeguard your data. Your agreement to this data sharing policy is signified by your use of the Service. AYA has engaged Blockpass, a third party service provider, to manage and conduct regulatory compliant KYC and AML/CFT verification. You acknowledge and understand that your data may be processed outside the UAE.

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6. We may conduct a risk assessment on your digital wallet connected to the AYA platform. We reserve the right to restrict or suspend any transactions that we deem suspicious or in violation of relevant and applicable AML/CFT Laws and regulations. In such an event, AYA will notify the User promptly, detailing the reason for such restriction or suspension. Furthermore, AYA commits to providing a mechanism for Users to contest such decisions and address their grievances through a fair and impartial dispute resolution process.

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9. Data Subject rights

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1. You, being the Data Subject, based on a request submitted thereby to AYA, have the right to obtain the following information without charge:

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1. the types of your Personal Data that is processed;

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2. purposes of Processing;

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3. decisions made based on Automated Processing, including Profiling;

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4. targeted sectors or establishments with which your  Personal Data is to be shared, whether inside or outside the State;

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5. controls and standards for the periods of storing and keeping your Personal Data;

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6. procedures for correcting, erasing or limiting the Processing and objection to your personal data;

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7. protection measures for Cross-Border Processing as enumerated in Articles (22) and (23)  of the Federal Decree-law No. 44 of 2021; or

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8. procedures to be taken in the event of a breach or infringement of your Personal Data, especially if the breach or infringement poses a direct and serious threat to the privacy and confidentiality of your Personal Data.

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2. However, AYA may refuse your request to obtain the information, as stated above, if it is found out that:

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1. the request is not related to the information referred to in the Clause above or is excessively repetitive;

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2. the request conflicts with the judicial procedures or investigations made by the competent authorities;

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3. the request may adversely affect the efforts of the AYA to protect information security; or

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4. the request affects the privacy and confidentiality of the Personal Data of others.

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3. You, as the Data Subject, has the right to obtain your Personal Data provided to the AYA for Processing in a structured and machine-readable manner, so long as the Processing is based on the Consent of the Data Subject or is necessary for the fulfilment of a contractual obligation and is made by automated means. The Data Subject has the right to request the transfer of his/her Personal Data to another Controller whenever this is technically feasible.

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4. You, as the Data Subject, have the right to request the correction or completion of your inaccurate Personal Data held with the AYA within a reasonable period of time.

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5. Without prejudice to the legislation in force in the State and what is required by the public interest, the Data Subject has the right to request the erasure of his/her Personal Data held with the AYA in any of the following cases:

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1. if the Personal Data is no longer required for the purposes for which it is collected or processed;

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2. if there is withdrawal of Consent on which the Processing is based;

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3. if there is an objection to the Processing or if there are no legitimate reasons for the AYA to continue the Processing; or

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4. if the Personal Data is processed in violation of the provisions hereof and the legislation in force, and the erasure process is necessary to comply with the applicable legislation and approved standards in this regard.

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6. With the exception of what is stated above, you as a Data Subject, have no right to request erasure of your Personal Data held with the AYA in the following cases:

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1. if the request is for the erasure of Personal Data related to public health and held with private establishments;

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2. if the request affects the investigation procedures, claims for rights and legal proceedings or defense by the AYA;

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3. if the request conflicts with other legislation to which the AYA is subject; or

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4. any other cases set by the Executive Regulations of this Decree Law.

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7. You, as the Data Subject, has the right to oblige the AYA to restrict and stop Processing in any of the following cases:

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1. if there is objection to the accuracy of your Personal Data, in which case the Processing shall be restricted to a specific period allowing the AYA to verify accuracy of the data’

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2. if there is objection to the Processing of your Personal Data in violation of the agreed purposes; or

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3. if the Processing is made in violation of the provisions hereof and the legislation in force.

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8. You, being the Data Subject, has the right to request the AYA to continue to keep your Personal Data after fulfillment of the purposes of Processing, if such data is necessary to complete procedures related to claiming or defending rights and legal proceedings.

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9. Notwithstanding the provisions as stated above, the AYA may proceed with the Processing of your Personal Data without your Consent in any of the following cases:

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1. if the Processing is limited to storing Personal Data;

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2. if the Processing is necessary to initiate or defend against any actions to claim rights or legal proceedings, or related to judicial procedures;

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3. if the Processing is necessary to protect the rights of third parties in accordance with the legislation in force; or

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4. if the Processing is necessary to protect the public interest.

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In all cases, the AYA shall notify you accordingly.

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10. You have the right to object to and stop the Processing of your Personal Data in any of the following cases:

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1. if the Processing is for direct marketing purposes, including Profiling related to direct marketing; or

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2. if the Processing is for the purposes of conducting statistical surveys, unless the Processing is  necessary to achieve the public interest. if the Processing is in violation of the provisions of Article (5) of the Federal Decree-Law No. 45/2021.

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10. Breach

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1. Without prejudice to any other rights, if a User breaches in whole or in part any provision contained herein, We reserve the right to take such action as it sees fit, including terminating this Agreement or any other agreement in place with the User and/or taking legal action against such User. We may issue a notice/warning prior to any action being taken.

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2. You agree to indemnify, defend, and hold harmless AYA and its shareholders, directors, agents, and employees from and against all claims, demands, liabilities, damages, losses, costs, and expenses, including legal fees and other charges, that are directly and reasonably foreseeable arising as a result of:

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1. your breach of this Agreement, in whole or in part;

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2. any violation by you of any applicable law or any third-party rights;

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3. your use of the Service, provided that such indemnification shall not apply to claims resulting from AYA’s gross negligence or wilful misconduct.

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3. AYA reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify AYA, and you agree to cooperate with AYA's defence of such claims.

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11. Limitations and liability

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1. Under no circumstances, including negligence, shall AYA be liable for any special, incidental, direct, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, or loss of business information) arising out of the use (or misuse) of the Service, except to the extent that such damages are a direct result of AYA's fraudulent acts, willful misconduct, or gross negligence. Furthermore, AYA shall not be liable for any damages arising from events beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, or strikes.

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2. AYA’s total liability under this Agreement, if any, shall in all cases be limited to the lesser of (a) the amount paid by the user for the services which gave rise to the claim; or (b) a sum equivalent to USD 1,000, whichever is lower.

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3. Nothing in this Agreement shall exclude or limit AYA liability for death or personal injury resulting from its negligence.

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12. Complaints procedure

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1. We have established complaints handling procedures for the prompt, fair and consistent handling of complaints received from its clients in accordance with applicable Laws. Please refer to our Compliance Procedures Manual which can be accessed here https://aya.foundation.

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2. A summary of our complaints handling procedure is set out below:

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Complaints

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1. All complaints, whether oral or written, made against AYA in relation to its conduct of its services, should be directed to the Compliance Officer of AYA who is responsible for ensuring that complaints are dealt with fairly, efficiently, and with due diligence and consideration.

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2. A complaint is any oral or written expression of dissatisfaction from a client to AYA in connection with the provision of, or failure to provide, its services.

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Receipt of Complaints

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1. On receipt of a complaint, AYA must record the complaint in the Register of Complaints (Appendix 3 of the Compliance Procedures Manual) and request the complainant to fill the Customer Complaints Form (Appendix 4 of the Compliance Procedures Manual) to initiate formal processing. AYA must acknowledge receipt of the complaint in writing within one week by providing the complainant with:

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1. the contact details of any individual responsible for handling the complaint;

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2. key particulars of AYA’s handling procedures; and

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3. a statement that a copy of the procedures is available free of charge upon request.

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Investigation of Complaints

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1. AYA must ensure that any individual handling the complaint is not or was not involved in the conduct of the service about which the complaint has been made and is able to handle the complaint in a fair and impartial manner.

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2. The individual(s) responsible for handling the complaint must have sufficient authority to resolve the complaint or has access to individuals with the necessary authority. Normally, the Complaince Officer or the Chief Executive Officer will be responsible for investigating any complaints and will be authorised to assign tasks involved in the investigation process to any person or employee as deemed appropriate in that situation. Complaints posing high risk to AYA and depending upon severity of the matter involved, Chief Executive Officer should bring the matter to the attention of the board of AYA.

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3. Where the provision of services involve any third-party entities, AYA shall establish procedures to facilitate the handling of such complaints between their clients and such third-party entities. AYA will remain responsible for the resolution of such complaints.

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Resolution of Complaints

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1. AYA aims to resolve all complaints within 4 weeks from the time the complaint was made. If the resolution is taking longer AYA must provide an update in writing to the complainant and should be resolved no later than 8 weeks from the time the complaint was made. Upon conclusion of an investigation of a complaint, AYA must promptly:

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1. advise the complainant in writing of the resolution of the complaint;

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2. provide the complainant with clear terms of redress, if applicable; and

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3. comply with the terms of redress if accepted by the complainant.

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2. If the complainant is not satisfied with the terms of redress offered by AYA, AYA must inform the complainant of other avenues, if any, for resolution of the complaint and provide him with the appropriate contact details upon request.

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3. Other avenues for resolution of a complaint may include an external dispute resolution scheme, arbitration or the Dubai Courts.

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4. The Compliance Officer must record the resolution in the Register of Complaints and, if applicable, the steps AYA has taken to remedy a recurring or systemic problem revealed by the complaint.

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5. All employees should sign on an annual basis a declaration of Customer Complains (Appendix 5 of the Compliance Procedures Manual).

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Record Keeping

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1. This Register of Complaints will contain the name of the complainant, the substance of the complaint, a record of AYA’s response, and any other relevant correspondence or records, and the action taken by AYA to resolve each complaint.

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2. The Compliance Officer will retain any record of Customer Complaints in employee compliance files for at least 8 years from the date the employee ceased to be an employee of AYA.

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3. AYA must maintain a record of all complaints made against it for a minimum period of 8 years from the date of receipt of a complaint.

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13. Amendment

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1. We reserve the right to update, modify, or otherwise change this Agreement and/or the Service or any part thereof at any time to better serve our clients or to comply with regulatory requirements. We will notify you of any material changes to this Agreement at least thirty (30) calender days prior to any change taking effect. Notifications will be sent to the email address associated with your account. It is your responsibility to regularly check your email and to update your account with a current, working email address. Therefore, We encourage you to periodically check the most current version of the Agreement in force at such time. Your continued use of the Service following the notification of changes will constitute your acceptance of such changes.

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14. Governing law

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1. This Agreement (and any non-contractual obligations arising out of or in connection with it) shall be governed by and construed in accordance with the laws of the United Arab Emirates. Any dispute, controversy or claim arising out of or relating to (i) this Agreement, (ii) the breach, termination or invalidity hereof or (iii) any non-contractual obligations arising out of or in connection with this Agreement shall be resolved before the local courts of the United Arab Emirates.

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15. Severability

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1. Any term or provision of this Agreement entered into pursuant hereto, contemporaneous herewith or in consequence thereof which shall prove to be invalid, void or illegal shall in no way affect, impair, or invalidate any other term or provision of this Agreement. Where any terms of this Agreement or the other agreements or arrangements are held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement and the other agreements or arrangements, including all of the remaining terms, shall remain in full force and effect as if such invalid or unenforceable term had never been included.

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16. Assignment

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1. We reserve the right to assign this Agreement, in whole or in part, at any time without notice. The User may not assign any of his/her rights or obligations under this Agreement.

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17. Miscellaneous

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1. No waiver by AYA of any breach of any provision of this Agreement (including the failure of AYA to require strict and literal performance of or compliance with any provision of this Agreement) shall in any way be construed as a waiver of any subsequent breach of such provision or of any breach of any other provision of this Agreement.

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2. Nothing in this Agreement shall create or confer any rights or other benefits in favour of any third parties not party to this Agreement.

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3. Nothing in this Agreement shall create or be deemed to create a partnership, agency, trust arrangement, fiduciary relationship or joint venture between you and Us.

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4. We may assign, transfer, charge, sub-license, or deal in any other manner with this Agreement, or sub-contract any of its rights and obligations under this Agreement, to any other party.

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5. This Agreement constitutes the entire understanding and agreement between you and Us regarding the Service and supersedes any prior agreement, understanding, or arrangement between you and AYA.

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6. All notices under this Agreement shall be in writing and shall be delivered by email to compliance@aya.foundation for AYA and to the registered email address for the User.

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7. AYA shall not be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorist acts, etc.

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18. Virtual Assets

‍

1. Values of Virtual Assets can fluctuate greatly depending on the market condition. The User warrants that it is aware of the volatile nature of Virtual Assets and holds AYA harmless for any loss or damages arising from such volatility.