Last updated: October 15, 2026

These Terms of Use (the "Terms") govern your access to and use of the technology platform, interfaces, APIs and related services made available by Lumx US OP LLC ("Lumx", "we", "us" or "our"). These Terms constitute the "Lumx User Terms" referred to in the agreements entered into between Lumx and its Platforms. Please read these Terms carefully before accepting them. By accepting these Terms you enter into a direct, autonomous and binding contractual relationship with Lumx, in your own name and on your own behalf. If you do not agree with these Terms, you must not access or use the Services.

NOTICE OF ARBITRATION AND CLASS ACTION WAIVER: THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER IN CLAUSE 21. UNLESS YOU OPT OUT AS PROVIDED IN CLAUSE 21.6, DISPUTES BETWEEN YOU AND LUMX WILL BE RESOLVED BY INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

1. Key Information
   This Clause 1 summarizes, in plain language and for your convenience, the essential elements of your relationship with Lumx. It does not replace the remaining Clauses of these Terms, which apply in full. Capitalized terms used in this Clause 1 have the meanings given to them in Clause 3.

   1.1. Who we are. Lumx US OP LLC is a limited liability company organized under the laws of the State of Wyoming, United States of America, with EIN No. 39-4963473 and registered office at 30 N Gould St Ste R, Sheridan, WY 82801, United States. Lumx is registered with the Financial Crimes Enforcement Network (FinCEN) as a money services business. Such registration is not a license, does not mean that Lumx provides regulated financial services under these Terms and does not alter the technology nature of the Services.

   1.2. Who you are. You are the individual or legal entity that accepts these Terms and accesses or uses the Services, whether directly or through the application, platform, interface, API or channel of a Platform (the "Client", "Customer", "User" or "you"). You contract with Lumx directly. No Platform and no third party contracts with Lumx on your behalf, and no Platform is a party to these Terms.

   1.3. What we provide. Lumx provides technology services: access to Lumx's Platform; the technical and operational connection between you and the Payment Providers; support for your onboarding with Payment Providers; transaction routing, orchestration and monitoring functionalities; the enablement of an individualized U.S. Virtual Account in your own name; and related operational, reporting and integration functionalities, all as described in Clause 4.

   1.4. What we do not provide. Lumx does not provide custody of Virtual Assets or of fiat funds, does not hold or control private keys, does not perform money transmission, currency conversion, foreign exchange, exchange or settlement, does not take deposits, does not grant credit, and does not provide investment, tax or legal advice. All regulated activities underlying the Services are performed by Payment Providers, under their own licenses, registrations or authorizations.

   1.5. Your direct relationship with Payment Providers. By accessing or transacting through Lumx's Platform, you establish a direct contractual relationship with, and become a customer or client of, the applicable Payment Provider, subject to your acceptance of and compliance with the applicable PassThrough Terms and Operating Regulations.
   
   1.6 Fees. IMPORTANT: THE PRICE DISPLAYED TO YOU FOR EACH TRANSACTION MAY BE A CONSOLIDATED PRICE, COMBINING LUMX'S TECHNOLOGY FEES AND THE COSTS OF THE APPLICABLE PAYMENT PROVIDER. ALL REGULATED FINANCIAL SERVICES ARE PROVIDED EXCLUSIVELY BY THE PAYMENT PROVIDER, SUBJECT TO YOUR SPECIFIC ACCEPTANCE OF ITS TERMS AND CONDITIONS. THE PAYMENT PROVIDER'S EXCHANGE RATES, SPREADS AND OTHER CHARGES ARE SET BY IT, ALLOCATED AUTOMATICALLY TO IT AND RECEIVED DIRECTLY BY IT. ONLY LUMX'S TECHNOLOGY FEES ARE AMOUNTS DUE TO LUMX.
   
   1.7. Supported assets and currencies. Virtual assets referenced to fiat currency (stablecoins), including USDC and USDT, and such other assets and networks as indicated by Lumx in its supported assets and networks documentation; and foreign fiat currencies supported by Lumx from time to time, typically the United States Dollar (USD). Supported assets, networks and currencies may be added, suspended or withdrawn for technical, operational, regulatory, liquidity, security or compliance reasons.
   
   1.8. Territorial and currency scope. The Services are provided exclusively outside Brazil and in Foreign Currency, and do not involve any activity directed to Brazil or any operation in Brazilian reais (BRL), as further set out in Clause 4.5.
   
   1.9. Term. These Terms are entered into for an indefinite term, commencing upon your acceptance, and remain in force until terminated, rescinded, permanently suspended or replaced by a new version, in accordance with Clauses 13 and 19.
   
   1.10. Contact. Questions regarding these Terms or the Services may be directed to support@lumx.io.
   
   

2. Acceptance and Formation of the Contract
   2.1. These Terms are accepted by you through an affirmative opt-in, given personally or by a person holding powers to represent you, prior to or upon first use of the Services. Acceptance of these Terms is a condition of access to and use of the Services, and no access will be granted or maintained in the absence of a valid acceptance recorded by Lumx.

   2.2. Your acceptance may be given by electronic signature, click, checkbox selection, in-app confirmation, multi-factor authentication, API command, token, biometrics, password, digital certificate, authenticated channel or other electronic means accepted by Lumx, producing the same legal effects as a handwritten signature to the fullest extent permitted under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.), the Wyoming Uniform Electronic Transactions Act (Wyo. Stat. § 40-21-101 et seq.) and other Applicable Law. You agree not to contest the validity or enforceability of these Terms on the ground that they were accepted electronically.

   2.3. If you are an individual, you represent that you have reached the age of majority in your jurisdiction of residence, and in any case are at least 18 (eighteen) years of age, and that you have full legal capacity. If you are a legal entity, you represent that you are duly organized or incorporated, validly existing and in good standing under the laws of your jurisdiction. Any person accepting these Terms on behalf of a legal entity represents and warrants that they hold sufficient powers to bind such entity.

   2.4. No Platform holds authority to accept these Terms on your behalf in the absence of due powers of representation. Where a Platform presents these Terms to you through its own interface, it does so solely as a presentation channel, and the resulting contractual relationship is formed exclusively between you and Lumx.

   2.5. Lumx may keep records of your acceptance, including the version of the Terms accepted, date and time, Client identifier, IP address, device data, hash, authentication logs, audit trail and other technical evidence necessary to demonstrate the engagement. Such records will constitute sufficient evidence of your acceptance.

   2.6. Consent to electronic communications. You consent to receive these Terms and all notices, disclosures, statements, receipts, records and other communications relating to the Services in electronic form, including by e-mail, in-platform notice or through a Platform's interface, and you agree that such electronic communications satisfy any legal requirement that such communications be in writing. If you are a consumer, the following also applies, in accordance with the E-SIGN Act: (i) your consent covers all communications relating to these Terms and the Services for as long as you use the Services; (ii) you may request a paper copy of any communication, free of charge, by contacting support@lumx.io; (iii) you may withdraw your consent at any time by contacting support@lumx.io, in which case Lumx may terminate these Terms, since the Services are provided exclusively by electronic means; (iv) to access and retain electronic communications, you need a device with internet access, a current web browser, software capable of reading PDF files and a valid e-mail address; and (v) you must keep your e-mail address and contact details up to date. By accepting these Terms, you confirm that you are able to access and retain electronic communications in the manner described in this Clause.
   
   

3. Definitions
   3.1. The capitalized terms below have the meanings assigned to them. References to the singular include the plural and vice versa. References to legislation encompass any amendments, replacements and supplementary rules thereto. Headings are for convenience only and do not affect interpretation.

   (a) "Applicable Law" means all statutes, laws, regulations, ordinances, rules, judgments, orders, notifications, decrees, approvals, guidelines, policies, directions, directives or other governmental restrictions, or any similar form of decision, determination, interpretation or adjudication having the force of law, issued by any statutory or governmental authority, tribunal, board or court of any relevant jurisdiction.

   (b) "Conversion Services" means the sale, conversion, exchange or settlement of a Virtual Asset against Foreign Currency, or of Foreign Currency against a Virtual Asset, in each case performed by a Payment Provider, in its own name, on its own behalf and under its own licenses, registrations or authorizations.

   (c) "Custody Services" means the custody, safekeeping, storage and control of Virtual Assets and of the corresponding private keys, including through custodial wallets, in each case provided by a Provider acting as custodian, in its own name and on its own behalf.

   (d) "Foreign Currency" means any foreign fiat currency supported by Lumx from time to time, typically the United States Dollar (USD), with the express exclusion of Brazilian reais (BRL).

   (e) "Lumx's Platform" means the platform, dashboard, APIs, interfaces, software, systems, integrations, documentation and technology infrastructure owned, licensed or made available by Lumx through which the Services are provided.

   (f) "Operating Regulations" means, to the extent applicable to the Services, the operating rules, network rules, scheme rules, technical standards, procedures, guidelines and requirements of any financial institution, payment network, banking network, card network, settlement system, clearing system, messaging system or other third-party provider involved in the provision of the Services, as amended from time to time.

   (g) "Platform" means a third party that has entered into an agreement with Lumx and that integrates the Services into its own products, services, applications, platforms, APIs, interfaces or operations, and through whose channel you may have been onboarded, referred or introduced.

   (h) "Pass-Through Terms" means the terms, policies, operating rules, network rules and other contractual instruments of the Payment Providers that apply to the Services or any portion thereof, as amended from time to time, and which govern your direct relationship with the relevant Payment Provider.

   (i) "Payment Providers" or "Providers" means the financial institution service providers, banks, duly licensed and/or authorized money transmitters, payment institutions, custodians, processors, technology providers and payment networks, in each case integrated with or connected to Lumx's Platform and engaged to provide all or part of the financial services or other solutions made available via the Services, holding, to the extent applicable and necessary for the activities they perform in the relevant regulated environment, the licenses, registrations, authorizations and approvals required under Applicable Law. References to a Payment Provider acting as custodian include the provider of the Custody Services.

   (j) "Prohibited Activities List" means Lumx’s list of prohibited business activities, available at https://lumx.io/legal/legal-and-privacy/prohibited-business-activities (or successor page), as amended from time to time, together with any activity prohibited under the applicable Pass-Through Terms.

   (k) "Services" means the technology services rendered by Lumx to you under these Terms, as described in Clause 4, it being understood that any regulated activities or solutions comprised in, integrated into, or otherwise made available via the Services are performed by duly licensed and/or authorized Payment Providers in accordance with these Terms and the relevant terms and policies of the Payment Provider, including any applicable Pass-Through Terms.

   (l) "U.S. Virtual Account" means an individualized virtual account, with its own account number and routing number, made available in your own name through a banking Payment Provider, for the purpose of receiving and sending payments in Foreign Currency.

   (m) "Virtual Asset" means a digital representation of value that may be traded or transferred by electronic means, including, for purposes of these Terms, virtual assets referenced to fiat currency (stablecoins), provided that they are supported by Lumx and its Payment Providers.
   
   

4. Scope of the Services and Regulatory Status
   4.1. The purpose of these Terms is the provision, by Lumx to you, of the Services described in this Clause, on a modular basis, according to the functionalities enabled by Lumx and actually used by you.

   The use of one module does not oblige you to engage or use any other module, and Lumx is under no obligation to enable any functionality that has not been expressly made available to you.

   4.2. Services provided by Lumx. Subject to these Terms and to the completion of all applicable compliance procedures, Lumx may make available to you:

   (a) access to Lumx's Platform, including its interfaces, dashboard, APIs and documentation;

   (b) the technical and operational connection between you and the Payment Provider, including support for your onboarding, identification, verification and enablement with the relevant Payment Provider;

   (c) the technical enablement of the transfer of Virtual Assets received in connection with your use of Lumx's Platform through to Custody Services provided by the relevant Payment Provider;

   (d) the routing, orchestration, transmission and status tracking of the instructions you submit, for execution by the relevant Payment Provider;

   (e) the enablement of an individualized U.S. Virtual Account in your own name, under the conditions set out in Clause 12; and

   (f) other connection, routing, reporting, reconciliation and technology infrastructure functionalities described in Lumx's Platform documentation made available to you.

   4.3. Services not provided by Lumx. For the avoidance of doubt, Lumx does not, under these Terms or in its own capacity:

   (a) provide Custody Services, hold Virtual Assets in its own name, or hold, generate, storeor control private keys;

   (b) provide Conversion Services, money transmission, foreign exchange, exchange, clearing or settlement services;

   (c) hold, receive, custody, control or transfer fiat funds belonging to you, nor take deposits of any nature;

   (d) purchase, sell or exchange Virtual Assets against Brazilian reais, nor perform any form of international payment or transfer of Virtual Assets from Brazil;

   (e) issue, mint, burn, redeem or guarantee the redemption or par value of any Virtual Asset;

   (f) grant credit, provide guarantees, or act as a counterparty to any transaction executed by a Payment Provider; or

   (g) provide investment, financial, accounting, tax or legal advice, or any recommendation as to the merits of any transaction.

   4.4. Regulatory status. The Services constitute technology services. Lumx is a financial technology and payments infrastructure company, and its role under these Terms is limited to providing the technology layer that enables you to access the services of Payment Providers.

   4.5. Territorial and currency exclusion. You acknowledge and agree that the Services are provided exclusively outside Brazilian territory and in Foreign Currency, and that nothing in these Terms creates, or will be interpreted as creating, any foreign exchange transaction in Brazil, any provision of foreign currency in Brazil, any foreign-currency account in Brazil, or any regulated financial service in Brazil.

   You must not use the Services, directly or indirectly, for any activity within or directed to the Brazilian jurisdiction, and you are solely responsible for any domestic arrangements you may hold with local providers, to which Lumx is not a party.

   4.6. Changes to the Services. Lumx may, at any time, add, modify, enhance, restrict, suspend or discontinue any Service, functionality, rail, jurisdiction, supported asset, network, account or integration where Lumx reasonably determines that such action is required or advisable due to Applicable Law, regulatory interpretation, supervisory expectation, Payment Provider requirement, sanctions, market conditions, liquidity risk, operational risk, security risk or changes in its risk appetite. Lumx will provide prior notice where reasonably practicable and not prohibited by Applicable Law or by compliance, security or risk considerations.
   
   

5. Payment Providers, Direct Relationship and Pass-Through Terms
   5.1. All regulated activities underlying the Services, including Custody Services, Conversion Services, money transmission, currency conversion, settlement and movement of funds, are performed exclusively by Payment Providers, duly licensed and/or authorized for such activities, integrated with Lumx's Platform, acting in their own name, on their own behalf and under their own licenses, registrations or authorizations.

   5.2. By accessing or transacting through Lumx's Platform, you establish a direct contractual relationship with, and become a customer or client of, the applicable Payment Provider. Your use of the portions of the Services performed by Payment Providers is subject to the applicable Pass-Through Terms and Operating Regulations, which are incorporated into these Terms by reference and are binding upon you and, where applicable, upon your beneficiaries and counterparties.

   5.3. The Payment Providers engaged in connection with the Services are identified in the applicable Pass-Through Terms presented to you and/or at lumx.io (or successor website), as updated by Lumx from time to time. You are responsible for reviewing, accepting and complying with the applicable Pass-Through Terms before transacting.

   5.4. In the event of a conflict between these Terms and any Pass-Through Terms or Operating Regulations, the Pass-Through Terms or Operating Regulations will govern solely with respect to the functionality, processing or activity provided or governed by the relevant Payment Provider or network. In all other respects these Terms will prevail.

   5.5. Custody. Custody of Virtual Assets is provided to you directly by a Provider acting as custodian, through custodial wallets made available under the Provider's own terms, conditions, governing law, risks, fees, limits and policies. Lumx is not a party to, does not participate in, does not benefit from and is not responsible for that custody relationship, does not receive the Virtual Asset in its own name, does not exercise possession or discretionary control over it, and does not assume the status of custodian.

   5.6. Conversion. The decision to request Conversion Services, as well as the timing, price, rate, spread and counterparty of such services, are determined exclusively between you and the relevant Payment Provider, without participation, approval, intervention, control or instruction from Lumx. Any delivery of Foreign Currency to you as a result of Conversion Services is the exclusive act of the Payment Provider and not of Lumx.

   5.7. No guarantee or endorsement. Lumx does not guarantee, and is not responsible for, the solvency, licensing, regulatory standing or performance of any Payment Provider. Any due diligence onducted by Lumx on a Payment Provider serves exclusively Lumx's internal purposes and does not constitute a guarantee, recommendation or endorsement towards you. It is incumbent upon you to assess such aspects before transacting.

   5.8. Substitution of Payment Provider. Lumx may add, replace or discontinue any Payment Provider at its sole discretion, without requiring your prior approval. Lumx will notify you in advance where reasonably practicable, including where such substitution results in a change of your account identifiers, wallet addresses or applicable Pass-Through Terms, save where prior notice is prohibited or impracticable by reason of Applicable Law, an order of an authority, sanctions, fraud prevention, security or a Provider requirement.

   5.9. No agency. Lumx does not act, and will not be construed as acting, as attorney-in-fact, commission agent, proxy, representative, agent, correspondent, arranger, guarantor, custodian or intermediary of any Payment Provider, nor does any Payment Provider act in any such capacity for Lumx. Each of Lumx and each Payment Provider is exclusively and independently liable for the services it provides and the acts it performs, with no joint and several liability, subsidiary liability, cross-liability or any other form of shared liability among them, except as otherwise mandatorily required by Applicable Law.
   
   

6. Platforms
   6.1 You may have been onboarded, referred or introduced to Lumx through the application, platform, API, interface or channel of a Platform, which integrates the Services into its own products or operations. Any such onboarding or referral is operational and informational in nature and does not constitute a binding referral, recommendation, mandate, commission, intermediation, representation or guarantee on the part of the Platform.

   6.2. A Platform is not an agent, representative, attorney-in-fact or proxy of Lumx, does not provide the Services in its own name or on behalf of Lumx, and holds no authority to bind Lumx, to assume obligations on its behalf, to alter these Terms, to grant waivers, or to make representations or guarantees regarding the Services.

   6.3. Platform fees. A Platform may apply its own fees, whether flat and/or percentage-based, in addition to the amounts charged in connection with the Services. Such Platform fees are set, collected and owned by the Platform, at its sole discretion and responsibility, and are neither charged, received, shared nor determined by Lumx. Any question regarding Platform fees must be addressed to the relevant Platform.

   6.4. Your relationship with a Platform, including the products, services, interfaces, support and terms offered by that Platform, is governed by separate instruments entered into between you and the Platform, to which Lumx is not a party, in which it does not participate and for which it is not responsible. Questions regarding such instruments must be directed to the Platform and not to Lumx.

   6.5. Should you, acting on your own initiative and without solicitation, inducement or encouragement by Lumx, elect to engage Lumx directly rather than through a Platform, such engagement will remain governed by these Terms.
   
   

7. Onboarding, Eligibility and Ongoing Compliance
   7.1 Access to and continued use of the Services are conditional upon your satisfying, at all times, the onboarding and ongoing compliance requirements of Lumx and of the Payment Providers, including Know Your Customer (KYC), Know Your Business (KYB), beneficial ownership identification, sanctions and watchlist screening, source of funds and source of wealth verification, enhanced due diligence and related information requests.

   7.2. You must provide, promptly and upon request, all information, documents, clarifications and supporting evidence reasonably required by Lumx or by any Payment Provider, and must keep such information complete, true, accurate and up to date throughout the term of these Terms, notifying Lumx without delay of any material change.

   7.3. Lumx and the Payment Providers may refuse onboarding, refuse any transaction, require additional controls, impose limits, reserves or delayed funding, or suspend, restrict or terminate the Services where you fail to satisfy ongoing compliance requirements or present elevated risk, in each case in accordance with Clauses 11 and 13. Where required by Applicable Law, including the Fair Credit Reporting Act, Lumx will provide you with the notices applicable to any adverse decision based on information obtained from a consumer reporting agency.

   7.4. Activation of any functionality, including the U.S. Virtual Account, is subject to the completion of all applicable compliance reviews, and Lumx gives no assurance as to the timing or outcome of such reviews.
   
   

8. Your Representations, Warranties and Undertakings
   8.1 You represent, warrant and undertake to:

   (a) provide complete, true, accurate, up-to-date and verifiable information to Lumx and to the Payment Providers;

   (b) use the Services exclusively for lawful purposes compatible with Applicable Law, including the laws of the United States of America and of any jurisdiction in which you are established, resident or operate;

   (c) not use the Services for money laundering, terrorist financing, financing of the roliferation of weapons of mass destruction, fraud, sanctions evasion, corruption, tax evasion, concealment of assets, unlawful currency exchange, market manipulation, or any activity set out in the Prohibited Activities List (including, by way of example, adult content or services, illegal or controlled substances, unlawful gambling, counterfeit goods, violence or hate, weapons, and unauthorized pharmaceutical or pharmacy referral services);

   (d) not use the Services to transfer funds between accounts held in your own name under a different pretext, nor to carry out transactions incompatible with the stated purpose of the relationship;

   (e) ensure that the U.S. Virtual Account data, beneficiary data, banking data, wallet addresses, networks and other instructions provided are correct, complete, supported and compatible with the Services;

   (f) keep confidential your credentials, keys, tokens and other access mechanisms, use multi-factor authentication where made available, and immediately notify Lumx of any suspected loss, compromise or misuse;

   (g) comply with all tax, foreign exchange, reporting and regulatory obligations applicable to you, in any relevant jurisdiction, including with respect to the source and destination of funds and the underlying obligation that may justify any transaction, it being understood that Lumx does not determine, calculate, collect, withhold, report or remit taxes on your behalf;

   (h) not reside, be located, operate, or have an ultimate beneficial owner, counterparty or beneficiary in a restricted or sanctioned jurisdiction, or in a jurisdiction not supported by Lumx or by the applicable Payment Provider; and

   (i) cooperate with Lumx and the Payment Providers in investigations, audits, information requests, disputes and security procedures.
   
   

9. Instructions, Execution and Irreversibility
   9.1 You are solely responsible for the accuracy, completeness, legitimacy and authorization of every instruction submitted through Lumx's Platform, including as to asset, quantity, network, address, account, beneficiary, purpose and supporting documentation. Lumx is entitled to rely on any instruction submitted through your authenticated credentials as having been validly issued by you.

   9.2. Instructions submitted by you are transmitted by Lumx to the relevant Payment Provider for execution. Execution, rejection, timing and settlement are determined by the Payment Provider in accordance with the applicable Pass-Through Terms, Operating Regulations, cut-off times, compliance criteria and Applicable Law. Lumx does not execute transactions and does not guarantee that any instruction will be accepted, processed or settled.

   9.3. Transactions involving Virtual Assets and payments in Foreign Currency may be irreversible after submission, confirmation, settlement or transmission to a Payment Provider. Subject to Clause 9.6, Lumx does not guarantee the cancellation, reversal, recall or chargeback of confirmed transactions. Transfers made to an incorrect, unsupported, compromised or wrong-network address may result in the permanent and irrecoverable loss of the relevant Virtual Asset.

   9.4. Execution of the Services may depend on blockchain networks, Payment Providers, financial institutions, ACH, RTP, wire transfer, SWIFT and other payment or messaging networks, and other hird parties. Lumx does not guarantee the availability, speed, cost, finality or continuity of such third parties or networks, nor the absence of network-level events such as congestion, reorganizations, forks, outages or protocol changes.

   9.5. Lumx and the Payment Providers may establish transactional limits, whether per transaction, daily, monthly or per Client, as well as restrictions on assets, networks, currencies, counterparties, beneficiaries, jurisdictions and other operational parameters, which may be introduced or changed for legal, regulatory, commercial, risk, security or liquidity reasons.

   9.6. Consumer rights under U.S. law. If you are a consumer under U.S. law, you may have rights under the Electronic Fund Transfer Act and Regulation E, including error resolution rights and limits on your liability for unauthorized electronic fund transfers and, for remittance transfers, the right to receive pre-payment disclosures and receipts, to cancel a remittance transfer within 30 (thirty) minutes of payment and to report errors within 180 (one hundred and eighty) days of the promised date of availability. Where such rules apply, the required disclosures will be provided to you, and errors will be investigated and resolved, by Lumx or by the applicable Payment Provider, as the case may be, within the periods required by Applicable Law. Such rights do not apply to transfers of Virtual Assets and cannot be waived or limited by these Terms, by any arbitration provision or limitation of liability, or by any agreement between you and a Platform. In the event of any inconsistency between these Terms and such rights, Applicable Law will prevail.
   
   

10. Fees and Taxes
    10.1 The amounts payable in connection with the Services, including any fees, spreads and applicable conversion rates, are those disclosed to you through Lumx's Platform, through the Platform's interface, or in the applicable Pass-Through Terms, in each case prior to or upon submission of the relevant instruction, as applicable.

    10.2. You acknowledge and agree that: (i) transactions are executed directly with and through the applicable Payment Provider, in accordance with the applicable Pass-Through Terms; (ii) the amounts of each transaction are split automatically through Lumx's technology at the time of the transaction, within the Payment Provider's own settlement flow, such that the principal amount is delivered to you or to the beneficiary designated by you, the Payment Provider's exchange rate, spread and charges are received directly by the Payment Provider, and only Lumx's technology fees are remitted to Lumx;

    and (iii) no portion of the principal amount or of the Payment Provider's charges transits through any account or wallet of Lumx, and Lumx does not receive, hold, custody, control or transfer your funds.

    10.3. Lumx's technology fees belong exclusively to Lumx. Fees of Payment Providers and of Platforms are governed by Clause 10.2 and Clause 6.3, respectively, and are not owed to or charged by Lumx. Where Lumx receives compensation from a Payment Provider in connection with your transactions, such compensation is paid by the Payment Provider out of the fees disclosed to you and does not increase the total amount disclosed to you. Any question or dispute regarding Lumx's technology fees must be submitted to Lumx in accordance with Clause 19.5, without prejudice to Clause 9.6.

    10.4. The effective conversion rate is determined and applied by the Payment Provider and may vary according to prevailing market and liquidity conditions. Lumx will disclose its technology fees and make available to you such information regarding the Payment Provider's exchange rate and any spread as the Payment Provider provides to Lumx.

    10.5. You are solely responsible for determining which taxes, levies or contributions apply to your use of the Services, to your transactions and to any payment made to or received by you, in any relevant jurisdiction, and for reporting and paying them. Lumx does not provide tax advice and does not determine, calculate or pay taxes on your behalf. However, where Lumx or a Payment Provider is required by Applicable Law to collect tax documentation, report information to tax authorities or withhold taxes, you must promptly provide the requested documentation (such as IRS Forms W-9 or W-8), and Lumx or the Payment Provider may report and withhold as so required, without liability to you.
    
    

11. Compliance, AML, Sanctions and Prohibited Activities
    11.1 Lumx adopts policies, procedures and controls consistent with its legal and regulatory obligations in the United States, including under the Bank Secrecy Act and the sanctions programs administered by the Office of Foreign Assets Control (OFAC), and in other applicable jurisdictions. Such controls include customer identification, transaction monitoring, sanctions screening and the prevention of money laundering, terrorist financing and sanctions evasion. Lumx performs its own anti-money laundering, know-your-customer, sanctions screening and transaction monitoring checks in connection with the Services, and Payment Providers may independently perform their own checks under their own policies and Applicable Law. Checks performed by Lumx do not limit or replace those performed by Payment Providers, and vice versa.

    11.2. Lumx may, without liability for indirect losses or lost profits, suspend, restrict, review, reject, delay, cancel or report instructions and access to the Services, and may request the relevant Payment Provider to hold, freeze or block transactions, whenever it deems necessary for compliance with Applicable Law, an order from an authority, sanctions programs, fraud prevention, a Payment Provider requirement, Operating Regulations or risk management. In particular, where Lumx identifies, suspects or has reasonable grounds to suspect fraud, money laundering, terrorist financing, sanctions evasion or any other unlawful or suspicious activity, Lumx may, without prior notice, suspend or block your access to the Services and to the U.S. Virtual Account functionality, discontinue the Services, and request the relevant Payment Provider to hold, freeze or block the related transactions, accounts or funds. Any hold, freeze or block of funds is effected by the Payment Provider; Lumx does not itself hold or control funds.

    11.3. Lumx is not obliged to disclose to you the criteria, alerts, scores, models or details of confidential investigations that are protected by confidentiality or whose disclosure could violate Applicable Law, an order of an authority or a compliance policy, including any obligation not to tip off.

    11.4. In remediable cases that do not, in Lumx's reasonable judgment, pose a material risk to Lumx, the Payment Providers or the Services, Lumx will notify you and grant a cure period of not less than 5 (five) business days before any suspension. Lumx may suspend, restrict or terminate immediately, without prior notice or cure period, where it determines that the relevant act, omission, transaction or use of the Services constitutes or may constitute a material breach, a serious compliance concern, a sanctions risk, fraud, or a violation of Applicable Law, Pass-Through Terms or Operating Regulations.
    
    

12. U.S. Virtual Account
    12.1 The U.S. Virtual Account is made available in your own name, with its own account number and routing number, for the purpose of receiving and sending payments in Foreign Currency, and is operated through a banking Payment Provider designated by Lumx or through the relevant Payment Provider involved in the Services.

    12.2. Lumx does not hold, store or accumulate funds received into the U.S. Virtual Account. Any holding, custody or processing of such funds is carried out exclusively by the relevant Payment Provider under the applicable Pass-Through Terms and, where so provided in the flows made available through Lumx's Platform, such funds are processed automatically through the corresponding settlement and payment flows.

    12.3. The U.S. Virtual Account is not an account of Lumx, does not constitute a deposit with Lumx, does not bear interest and is not insured by the Federal Deposit Insurance Corporation (FDIC) or by any equivalent scheme, except to the extent, if any, that pass-through deposit insurance is expressly made available by the relevant banking Payment Provider and disclosed to you in the applicable PassThrough Terms. Lumx is not a bank, and Lumx does not represent that you are eligible for pass-through deposit insurance, which, if available, depends on the requirements of applicable FDIC regulations and on the account structure maintained by the banking Payment Provider.

    12.4. Clause 5.8 applies to the replacement of the banking Payment Provider, including where it results in a change of account or routing numbers, and Lumx will not be liable for the discontinuity of identifiers resulting from such replacement.
    
    

13. Suspension, Restriction and Termination
    13.1. You may terminate these Terms at any time, by written notice to Lumx, provided that all pending instructions, obligations and amounts due have been settled. Termination does not affect transactions already submitted, confirmed or settled.

    13.2. Lumx may terminate these Terms, in whole or in part, upon 30 (thirty) days' prior written notice, or immediately and without prior notice in the circumstances set out in Clause 11.4, in the event of a material breach by you, where Lumx identifies, suspects or has reasonable grounds to suspect any of the activities referred to in Clause 11.2, or where required by Applicable Law, an order of an authority, sanctions, a Payment Provider requirement or the discontinuation of the Services.

    13.3. Upon termination, your right to access and use Lumx's Platform and the Services ceases immediately, the license granted under Clause 18.2 terminates automatically, and you remain liable for all amounts due and for all obligations accrued up to the effective date of termination.

    13.4. Termination of these Terms does not, by itself, terminate your direct relationship with any Payment Provider, which remains governed by the applicable Pass-Through Terms. You are responsible for making your own arrangements with the relevant Payment Provider in respect of any Virtual Asset or funds held or in transit.

    13.5. Lumx may retain information and records relating to you, your transactions and your acceptance of these Terms to the extent required or permitted under Applicable Law, Payment Provider requirements, Pass-Through Terms, Operating Regulations or its internal record-retention, audit and compliance policies.
    
    

14. Disclaimers, Risk Acknowledgements and Limitation of Liability
    14.1. To the maximum extent permitted by Applicable Law, Lumx's Platform and the Services are provided "as is" and "as available", without warranties of any kind, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, uninterrupted availability or error-free operation.

    14.2. Lumx will not be liable for any act, omission, insolvency, failure, delay, error, breach, suspension, freezing, blocking or discontinuity of any Payment Provider, blockchain network, financial institution, payment or messaging network, Platform or other third party, nor for the consequences of any instruction validly submitted through your credentials, except as otherwise provided in Clause 9.6.

    14.3. You acknowledge that Virtual Assets are not national currency, foreign currency, electronic money, a bank deposit, a security or a guarantee of receipt of foreign currency, are not insured by the Federal Deposit Insurance Corporation (FDIC) and are not protected by the Securities Investor Protection Corporation (SIPC). You acknowledge and accept the risks inherent to Virtual Assets and to distributed ledger technology, including loss of peg or reference value, price volatility, illiquidity, redemption restrictions, freezing or blocking by issuers or custodians, protocol failure, network congestion, forks, smart-contract defects, cyber-attacks and the irreversibility of confirmed transactions.

    14.4. To the maximum extent permitted by Applicable Law, Lumx will not be liable for any indirect, special, consequential, incidental, punitive, exemplary, multiple or enhanced losses or damages of any kind, nor for any loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss or corruption of data, loss of goodwill, reputational harm or business interruption, in each case whether characterized as arising from breach of contract, warranty, tort, strict liability or otherwise, even if foreseeable or if Lumx has been advised of the possibility of such damages.

    14.5. Nothing in these Terms excludes or limits the liability of Lumx for fraud, willful misconduct, gross negligence, or for any liability which may not be excluded or limited under Applicable Law, including any mandatory consumer protection rules applicable to you.
    
    

15. Indemnity
    15.1. You must indemnify, defend and hold harmless Lumx, its affiliates, officers, directors, employees, agents and Payment Providers against any costs, losses, damages, liabilities, fines, penalties, judgments and expenses (including reasonable attorneys' fees) arising out of or in connection with any claim, action or proceeding (including third-party and regulatory claims) resulting from (i) your breach of these Terms, of any Pass-Through Terms or Operating Regulations, or of Applicable Law; (ii) any instruction, data, document or information submitted by you or through your credentials; (iii) your use of the Services for any prohibited, unlawful or unauthorized purpose; or (iv) any tax, reporting or regulatory obligation applicable to you.

    15.2. This indemnity will not apply to the extent that the relevant loss arises directly from the fraud, willful misconduct or gross negligence of Lumx.
    
    

16. Force Majeure
    16.1. Neither party will be liable for any failure or delay in the performance of its obligations to the extent caused by an event beyond its reasonable control, including governmental action, nationalization, expropriation, confiscation, seizure, embargo, sanctions, prohibition of import or export, regulation, order or restriction, war, civil commotion, insurrection, strike, riot, fire, flood, natural disaster, epidemic or pandemic, failure or unavailability of telecommunications, internet, blockchain networks, payment networks or third-party systems, or cyber-attack. This Clause does not excuse any obligation to pay amounts already due.
    
    

17. Privacy and Data Protection
    17.1. The processing of personal data carried out by Lumx in connection with these Terms will comply with Applicable Law, including, to the extent applicable, the Gramm-Leach-Bliley Act and its implementing regulations, applicable U.S. state privacy and data security laws and, where applicable under their own territorial scope, foreign data protection laws such as the Brazilian General Data Protection Law (Law No. 13,709/2018), as further detailed in Lumx's privacy notice. If you are a consumer, Lumx will provide you with its privacy notice, including information on any applicable optout rights, as required by the Gramm-Leach-Bliley Act.

    17.2. You acknowledge that Lumx shares personal and transactional data with Payment Providers, service providers, auditors, legal and compliance advisers, regulators, governmental authorities, courts and law enforcement agencies, in each case to the extent reasonably necessary for the provision of the Services, compliance with Applicable Law, fraud prevention, sanctions screening, risk management, audits, investigations or regulatory reporting, including by means of international transfers of data.

    17.3. Security incidents involving personal data will be handled in accordance with Applicable Law and Lumx's internal procedures, and Lumx may notify you, data subjects, authorities or third parties as required by Applicable Law.
    
    

18. Intellectual Property
    18.1. Lumx is and will remain the sole and exclusive owner of all rights, title and interest in and to Lumx's Platform, including its APIs, dashboard, software, source and object code, systems, tools, modules, integrations, documentation, materials, databases, workflows, interfaces, methods, processes, know-how, trademarks, trade names, domain names and any other intellectual property developed, created, owned, licensed, provided or made available by Lumx, whether before, on or after the date of your acceptance of these Terms.

    18.2. Subject to your compliance with these Terms, Lumx grants you a personal, limited, nonexclusive, non-sublicensable, non-transferable and revocable license to access and use Lumx's Platform solely for the purpose of using the Services, which will terminate automatically upon the termination of these Terms. No assignment, transfer, sale, conveyance or license of any intellectual property is made or will be implied beyond the limited rights expressly granted in this Clause.

    18.3. You must not, directly or indirectly, and must not permit any third party to:

    (a) copy, reproduce, distribute, assign, sublicense, lease, rent, lend, pledge, encumber, sell, transfer or otherwise make available, in whole or in part, any rights relating to Lumx's Platform, its documentation, manuals or related information;

    (b) modify, adapt, translate or create software, hardware, services, products, tools, systems or derivative works based on Lumx's Platform or the Services;

    (c) copy, duplicate, scrape, extract, mirror, frame or reproduce any content, data, layout, interface, workflow or functionality that forms part of, or is made available through, Lumx's Platform;

    (d) reverse engineer, decompile, disassemble, decode, reconstruct, derive source code from, or otherwise attempt to discover the source code, object code, architecture, structure, algorithms, underlying ideas, methods or technical implementation of Lumx's Platform, except to the limited extent such restriction is expressly prohibited by Applicable Law;

    (e) access or use Lumx's Platform for the purpose of copying any idea, feature, function, workflow, layout, interface, design, method or process of Lumx, or to build, develop, support, improve or commercialize any competing product, service, platform, software, infrastructure, API, dashboard, tool or functionality;

    (f) access or use Lumx's Platform by means of any robot, bot, crawler, spider, scraper, headless browser or other automated or programmatic means, other than through the APIs and integration methods expressly authorized by Lumx and within the scope, rate limits and purposes so authorized, or otherwise circumvent, disable or interfere with any access control, rate limit, authentication or security measure; or

    (g) use, or permit any third party to use, Lumx's Platform, the Services or any content, data or output obtained therefrom to train, fine-tune, develop, validate, benchmark or improve any artificial intelligence, machine learning or large language model, or to input or upload any of the foregoing into any such model or system operated by any third party.

    18.4. Any implementations, revisions, modifications, improvements, enhancements, customizations, adaptations, derivative works, updates, upgrades, integrations or other changes made to or in connection with Lumx's Platform or the Services, at any time, including where arising from or connected with your requests, feedback, specifications or use cases, will be owned exclusively by Lumx and may be incorporated, commercialized, licensed, modified, used or otherwise exploited by Lumx at its sole discretion, without you being entitled to claim any ownership, participation, compensation, restriction or approval right in relation thereto.

    18.5. You must not use the trademarks, trade names, business names, logos, service marks or other brand elements of Lumx without its prior written authorization, nor in a manner that may diminish their value, impair their distinctiveness, mislead third parties, suggest unauthorized endorsement or partnership, or harm the reputation, goodwill or image of Lumx.
    
    

19. Amendments, Notices and Communications
    19.1. Lumx may amend these Terms from time to time. Except where an immediate amendment is required by Applicable Law, an order of an authority, sanctions, security or a Payment Provider requirement, Lumx will notify you of any material amendment at least 10 (ten) days (or 30 (thirty) days in the case of a Substantial Amendment, as defined in Clause 19.2, or such longer period as may be required by Applicable Law) in advance of its effective date, by notification, e-mail, in-platform notice or through the Platform's interface.

    19.2. Each new version of these Terms supersedes and replaces the previous version as from its effective date. Your continued access to or use of the Services, or the maintenance of your account, after the effective date of a new version constitutes your acceptance of that version, except in the case of a Substantial Amendment. A "Substantial Amendment" is an amendment that materially alters the nature of the Services, your essential rights or obligations, or the allocation of liability under these Terms. A Substantial Amendment requires your express acceptance, which Lumx may request through Lumx's Platform or the Platform's interface, and Lumx may restrict access to the affected functionalities until such acceptance is given. If you do not agree with a new version, you must cease using the Services and may terminate these Terms in accordance with Clause 13.1.

    19.3. Notices to you will be sent to the e-mail address or other contact details recorded in your registration, or delivered through Lumx's Platform or the Platform's interface, and will be deemed received on the date of sending or of in-platform publication. Notices to Lumx must be sent in accordance with Clause 1.10. Lumx will send marketing communications only in accordance with Applicable Law, and you may opt out of receiving them at any time.

    19.4. You are responsible for keeping your contact details up to date and for regularly reviewing the notices, policies and materials made available by Lumx.

    19.5. Support and complaints. You may contact Lumx and submit complaints regarding the Services at support@lumx.io. Lumx will acknowledge and respond to complaints within a reasonable period and, where Applicable Law establishes a specific period, within such period. Complaints regarding the regulated services of a Payment Provider may also be submitted through the support and complaint channels of that Payment Provider indicated in the applicable Pass-Through Terms. You may also contact the competent regulatory authority, including the Consumer Financial Protection Bureau or the financial regulator of your state of residence.
    
    

20. General Provisions
    20.1. Assignment. You may not assign or transfer these Terms or any right or obligation hereunder without the prior written consent of Lumx. Lumx may assign these Terms, in whole or in part, to any of its affiliates, subsidiaries, group companies or third parties, including pursuant to any restructuring, reorganization or other corporate action.

    20.2. Severability. If any provision of these Terms is held invalid or unenforceable, such provision will be construed so as to reflect, to the greatest extent permitted, the original intent of the parties, and the remaining provisions will remain in full force and effect.

    20.3. No waiver. The failure of Lumx to enforce any right or provision of these Terms will not constitute a waiver, and Lumx may exercise its rights within the applicable legal time limits. Any waiver is effective only if recorded in writing.

    20.4. Entire agreement. These Terms, together with the applicable Pass-Through Terms, the Prohibited Activities List and the privacy notice referred to in Clause 17.1, constitute the entire agreement between you and Lumx in respect of their subject matter and supersede any prior understanding or communication relating thereto.

    20.5. Independent parties; no third-party beneficiaries. Nothing in these Terms creates any joint venture, partnership, association, employment, agency, franchise or fiduciary relationship between you and Lumx. These Terms are not intended to be for the benefit of, and are not enforceable by, any third party.

    20.6. Survival. Clauses 8, 10, 11, 13.3 to 13.5, 14, 15, 17, 18, 20 and 21, and any other provision which by its nature is intended to survive, will survive the termination or expiry of these Terms.

    20.7. Language. These Terms are executed in the English language. Any translation is provided for convenience only, and in the event of any discrepancy the English version will prevail.
    
    

21. Governing Law and Dispute Resolution
    21.1. These Terms will be governed by the laws of the State of Wyoming, without regard to its conflict of law rules, and this Clause 21 will be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

    21.2. Before commencing any proceeding, the parties will use reasonable efforts to resolve the dispute amicably through direct negotiation, for a period of not less than 30 (thirty) days from written notice of the dispute, save where urgent relief is required.

    21.3. Any dispute arising out of or relating to these Terms, including their formation, validity, interpretation, performance, breach, termination or enforceability, will be finally resolved by confidential arbitration administered by the International Centre for Dispute Resolution under its International Arbitration Rules or, where you are a consumer resident in the United States, by the American Arbitration Association under its Consumer Arbitration Rules. The seat of arbitration will be New York, New York, the language will be English, and the tribunal will consist of one arbitrator.

    Disputes will be arbitrated on an individual basis only, and no class, collective or representative proceeding is permitted. Where you are a consumer, Lumx will reimburse your arbitration filing fee for claims of US$ 10,000 (ten thousand U.S. dollars) or less, unless the arbitrator finds the claim frivolous or brought for an improper purpose, and any in-person hearing will take place in the federal judicial district where you reside, unless the parties agree otherwise. Judgment on the award may be entered in any court having jurisdiction.

    21.4. Notwithstanding Clause 21.3, either party may bring an individual claim in a small claims court of competent jurisdiction, and either party may seek interim injunctive relief from any competent court to prevent the actual or threatened unauthorized use or disclosure of confidential information, infringement of intellectual property rights or unauthorized access to Lumx's Platform, without waiving the agreement to arbitrate. To the extent any dispute is litigated in court, each party waives any right to a jury trial, to the maximum extent permitted by Applicable Law.

    21.5. Nothing in this Clause 21 deprives you of the protection of any mandatory provision of the law of the country in which you are habitually resident from which no derogation is permitted by agreement, nor of the right to bring proceedings before the courts of that country where such right may not be excluded by agreement.

    21.6. You may opt out of the agreement to arbitrate in Clause 21.3 by sending written notice to support@lumx.io within 30 (thirty) days of your first acceptance of these Terms, stating your name, the e-mail address associated with your use of the Services and a clear statement that you wish to opt out. If you opt out, all other provisions of these Terms will continue to apply to you.

    21.7. If any part of this Clause 21, other than the class action waiver in Clause 21.3, is found to be unenforceable, the remaining parts will remain in full force and effect. If the class action waiver in Clause 21.3 is found to be unenforceable with respect to a dispute that is to proceed on a class, collective or representative basis, the agreement to arbitrate will be null and void with respect to such dispute, which will be resolved exclusively by the state or federal courts located in the State of Wyoming, without prejudice to Clause 21.5.