Terms of Use

Introduction

This Terms of Use Agreement ("Agreement") is between 40 ACRES, S.A. DE C.V., a company incorporated in El Salvador with registered office at Calle Cuscatlán #4312, Colonia Escalón, San Salvador, El Salvador, trading under the name Lunar Rails ("Company", "Lunar Rails", "We", "Us", "Our"), and You ("Client"). 40 ACRES, S.A. DE C.V. is registered as a digital asset service provider in El Salvador (DASP Registration No. PSAD-0046; Bitcoin Service Provider Registry No. 2024113630) and is authorised and supervised by the Comisión Nacional de Activos Digitales (CNAD), the Superintendencia del Sistema Financiero (SSF), and the Banco Central de Reserva de El Salvador (BCR). Lunar Rails is the trade name under which 40 ACRES, S.A. DE C.V. provides the Services described in this Agreement.

Throughout this Agreement, the terms "We", "Us", and "Our" refer to the Company, together with its employees, consultants, directors, successors, subsidiaries, affiliates, and assignees. The terms "You", "Your", and "Client" refer to the Client to whom the Services shall be rendered. The parties are individually referred to as "Party" and collectively as "Parties".

By accessing or using the Platform or requesting our Services, you confirm that: (a) you are of legal age and have full authority to enter into this Agreement; (b) you have read and understood the terms of this Agreement in full; (c) you shall be bound by this Agreement and comply with all applicable laws and regulations; (d) you have read and understood our Privacy Policy; and (e) you acknowledge the risks associated with virtual assets as set out in our Risk Disclosure Statement.

This Agreement, together with the following documents (as amended from time to time and published on our Platform), forms the entirety of your contractual relationship with us:

• Privacy Policy
• Risk Disclosure Statement

The above documents are available at https://lunarrails.io. By requesting our Services, you consent to the terms of all the above documents.

Definitions

In this Agreement, the following words shall have the following meanings:

1. Account Establishment

1.1 Prior to the Company's provision of any Services, the Client is required to create an account with the Company. Account creation is subject to the Client and all Authorised Users completing the Company's due diligence and client verification process, including any requirements under AML/CFT Laws.

1.2 The Client must complete the Company's onboarding questionnaire and provide accurate and complete information, including supporting documentation, to allow for proper verification of the Client's identity, the identity of any Authorised Users, and the Client's business activities. These measures are implemented to prevent and detect money laundering, terrorist financing, and other financial crime. By undergoing the Company's due diligence process, the Client permits the Company to retain copies of all information obtained for audit and compliance purposes.

1.3 The Client acknowledges that, where required to ensure ongoing compliance with AML/CFT Laws or other applicable obligations, the Company may require additional documentation or information during or following the initial due diligence process. If the Client refuses to provide such information, the Company reserves the right to immediately terminate the Client's account and cancel any pending Transactions. The Client shall immediately notify the Company of any changes to the information or documentation previously provided.

1.4 The Company may, at its sole discretion, deny an application to establish an account, or at any time restrict, limit, or terminate an existing account and the Services available to the Client, in the event the Client is found to have provided incorrect, incomplete, inaccurate, or false information, or where the Company deems it necessary for compliance, reputational, or operational reasons.

1.5 All Clients are subject to periodic due diligence review. Clients are responsible for ensuring that any changes to ownership structure, beneficial ownership, or Authorised Users are promptly notified to the Company. Failure to provide required information may result in suspension or termination of the account.

1.6 The Client represents and warrants that:

• the Company has not previously suspended or terminated the Client's account for any breach or default;
• the Client has had the opportunity to seek independent legal, accounting, and tax advice regarding the use of our Services;
• neither the Client nor its beneficial owners, directors, or key personnel are located in, or resident of, any jurisdiction where use of the Services is restricted or prohibited;
• neither the Client nor its beneficial owners, directors, or key personnel appear on any sanctions list or are subject to any sanctions;
• neither the Client nor any of its beneficial owners or officers have been convicted of a financial crime or offence involving dishonesty; and
• the Client has full power and authority to enter into this Agreement without violating any other agreement to which it is a party.

1.7 The Client warrants that it shall not use the Platform or Services for any purpose other than their intended use, shall remain compliant with the Company's eligibility criteria, and shall not use the Platform or Services in breach of any Applicable Laws or this Agreement.

1.8 When using the account, the Client must take all reasonable steps to keep login credentials safe at all times, change passwords regularly and immediately upon any suspicion of compromise, and promptly inform the Company of any actual or suspected unauthorised access to the account.

1.9 Access to the Platform is provided on an "as-is" basis. The Company makes no warranties regarding the Platform's fitness for a particular purpose. The Company shall not be liable to the Client for losses arising from technical failures, delays, or malfunctions outside the Company's reasonable control.

1.10 The Company warrants that it will act honestly, fairly, and in the best interests of its Clients in the performance of Services, in accordance with all Applicable Laws. All terms and communications shall be fair, transparent, accurate, and not misleading.

2. Suspension, Restriction, and Termination

The Company reserves the right, at any time and at its sole discretion, to refuse to process a Transaction or to suspend, restrict, or terminate the Client's account or access to the Services, for any reason including:

• a breach of any provision of this Agreement;
• failure to make payment for a Transaction;
• any attempt to gain unauthorised access to the Company's systems or any other client's account;
• any suspicion of illegal activity or non-compliance with AML/CFT Laws; or
• operational, technical, or compliance requirements.

3. Client Classification

3.1 Lunar Rails provides Services exclusively to institutional and corporate clients. Individual retail clients are not eligible to use the Services.

3.2 During onboarding, the Company will classify each Client in accordance with applicable regulatory requirements. The Client's classification will be determined based on the information provided during the onboarding process.

3.3 The Client shall promptly notify the Company of any changes that may affect its classification. The Company may, at any time, request information to reconfirm that the Client's classification remains accurate.

4. Supported Virtual Assets

4.1 The Company currently supports the following Virtual Assets:

• Bitcoin (BTC)
• Bitcoin Cash (BCH)
• Litecoin (LTC)
• Ethereum (ETH) and ERC-20 tokens
• Tron (TRX) and TRC-20 tokens

4.2 The Company may add or remove supported Virtual Assets at any time, subject to applicable regulatory requirements and client demand. Clients will be notified of any material changes to the list of supported assets.

4.3 If, due to any network event including a fork or protocol change, a previously supported Virtual Asset is no longer supportable, the Company will assess the impact and notify the Client of all measures taken to manage any resulting exposure.

5. Services

5.1 The Company provides the following Services to eligible Clients:

Custody Services. The Company will safeguard Client Virtual Assets by maintaining Custody Wallets and controlling the relevant private keys. Client Virtual Assets are held separately from the Company's own assets. The Company exercises appropriate security controls, including key management procedures, to protect Client Virtual Assets.

Exchange Services. The Company will facilitate the exchange of Virtual Assets for Fiat Currency, Fiat Currency for Virtual Assets, or Virtual Assets for other Virtual Assets, at agreed exchange rates. Exchange transactions are executed on a principal basis with regulated liquidity partners.

Transfer Services. The Company will facilitate the transfer of Virtual Assets between verified wallets and the transfer of Fiat Currency between verified bank accounts, subject to AML/CFT compliance checks.

Treasury Management. The Company provides a treasury management platform enabling Clients to monitor and manage their virtual asset holdings, access real-time reporting, and configure portfolio parameters.

5.2 To request a Service, the Client shall submit a Service Request in the form and manner specified by the Company. The Company will review the Service Request and issue a Service Confirmation setting out the agreed terms, or notify the Client that the request cannot be fulfilled.

5.3 A Service Confirmation is binding on the Client upon issuance. The Client shall ensure it is in a position to fulfil its obligations under a Service Confirmation before submitting a Service Request.

5.4 All Transactions are subject to compliance screening. The Company reserves the right to delay, suspend, or cancel any Transaction where there is any reason to believe it may be connected to illegal activity, sanctions violations, or other regulatory concerns.

5.5 Transactions are irreversible once executed. The Company shall not be liable for losses arising from incorrect instructions provided by the Client, including incorrect wallet addresses or bank account details.

5.6 The Company will issue a Transaction Summary to the Client following the completion of each Transaction.

5.7 The Client accepts the risk of price volatility in Virtual Assets between the time a Service Request is submitted and the time the relevant Transaction is executed. The Company is not liable for adverse price movements occurring between submission of a Service Request and completion of the Transaction.

5.8 The Company's responsibility in respect of a Transaction is fulfilled upon notification to the Client that the relevant Virtual Assets or Fiat Currency have been dispatched to the Client's verified wallet address or bank account.

6. Client Money

6.1 The Company will promptly place any Client Money received into the Client Money Account. Client Money Accounts are held with licensed banks and are maintained separately from the Company's own funds.

6.2 Client Money may be held in a pooled account with funds from multiple clients, but is at all times maintained separately from the Company's own monies.

6.3 The Company does not provide deposit services. Client Money does not accrue interest and is not subject to any deposit protection scheme.

6.4 The Company may require the Client to provide documentation confirming the source of funds prior to accepting a deposit. The Company reserves the right to reject any deposit where it is not satisfied as to the legitimacy of the source of funds.

6.5 The Company will only accept deposits from, and make withdrawals to, verified and whitelisted Client Bank Accounts. Anonymous or third-party deposits will not be accepted.

7. Client Virtual Assets

7.1 The Company will promptly place any Client Virtual Assets received into the relevant Custody Wallet. Custody Wallets are maintained separately from the Company's own assets. The Company holds the private keys for Custody Wallets.

7.2 The Company does not provide deposit services. Client Virtual Assets do not accrue interest and are not subject to any deposit protection scheme.

7.3 The Company may require the Client to provide documentation confirming the source of Virtual Assets prior to accepting a deposit. The Company reserves the right to reject any deposit where it is not satisfied as to the legitimacy of the source.

7.4 The Company will only accept Virtual Asset deposits from, and make withdrawals to, verified and whitelisted Client Wallets. Anonymous or third-party transfers will not be accepted.

8. Fees and Taxes

8.1 The fees payable for each Service are as agreed in the relevant Service Confirmation. The Company's general fee schedule is available upon request.

8.2 The Client bears sole responsibility for any taxes arising from Transactions conducted under this Agreement, including any taxes on the acquisition, ownership, use, sale, or transfer of Virtual Assets. The Client shall indemnify the Company against any claim, liability, or penalty in respect of such taxes.

8.3 The Company may collect its charges in Fiat Currency or Virtual Assets. The Company is authorised to deduct its fees prior to transferring funds or Virtual Assets to the Client.

8.4 The Client is solely responsible for reporting and paying all applicable taxes to the relevant tax authorities. The Company does not provide tax advice.

9. Representations and Warranties

9.1 Each Party represents and warrants that:

• it has full power and authority to enter into and perform its obligations under this Agreement;
• it will provide reasonable notice of any change of circumstances that may affect the provision of Services; and
• it will comply with all Applicable Laws in exercising its rights and performing its obligations under this Agreement.

9.2 The Company represents and warrants that it will perform the Services with reasonable care and skill in a timely and competent manner in accordance with applicable industry standards.

9.3 The Client represents and warrants that:

• it will use the Services only in accordance with the rights granted under this Agreement;
• it will not resell the Services to a third party without the prior written consent of the Company;
• any Fiat Currency or Virtual Assets used in Transactions are beneficially owned by the Client and have not been obtained from unlawful activities;
• any Virtual Assets provided to the Company are not derived from unlicensed or non-compliant platforms; and
• all information provided to the Company in connection with onboarding and ongoing due diligence is accurate, complete, and not misleading.

10. Term and Termination

10.1 This Agreement becomes effective when accepted by the Client and continues indefinitely unless terminated in accordance with its provisions.

10.2 Either Party may terminate this Agreement upon 30 days' written notice specifying the effective date of termination.

10.3 Either Party may terminate this Agreement with immediate effect upon written notice if the other Party materially breaches any of its obligations and fails to cure such breach within 14 days of receiving written notice. Failure to make payment when due constitutes a material breach.

10.4 Either Party may terminate this Agreement immediately upon written notice if the other Party becomes insolvent, files for bankruptcy, is subject to insolvency proceedings, or makes an assignment for the benefit of creditors.

10.5 The Company may terminate this Agreement immediately if:

• there is reason to believe that the Client's funds or Virtual Assets are connected to unlawful activity or suspicious transactions;
• the Client fails to provide required information or documentation upon request;
• continued provision of Services poses a reputational, regulatory, operational, or compliance risk to the Company;
• the Client is found to have provided false or misleading information; or
• the Company is unable to contact the Client using registered contact details despite reasonable attempts.

10.6 Upon termination, all pending Transactions that have not been settled or cancelled will be treated as a single agreement and netted accordingly to determine any sum owed between the Parties.

10.7 Clauses 10, 11, 12, 14, 17, 18, 20, and 21 survive termination of this Agreement.

11. Confidentiality

11.1 "Confidential Information" means any information of a Party (the "Disclosing Party") disclosed to the other Party (the "Receiving Party"), whether in tangible form or orally, relating to either party's business, financial, technical, or operational activities. Confidential Information includes business plans, client lists, pricing, trade secrets, and the existence of this Agreement.

11.2 Each Party agrees to hold the other Party's Confidential Information in strict confidence and to use it only to the extent necessary to perform its obligations under this Agreement. The Receiving Party shall not disclose or permit third-party access to Confidential Information except where necessary to perform the Services.

11.3 Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) the Receiving Party rightfully possessed prior to disclosure; (c) is furnished to the Receiving Party by a third party without restriction; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party where legally permissible.

12. Intellectual Property

12.1 Lunar Rails is the owner or authorised user of all intellectual property rights in and to the Platform, including trademarks, service marks, patents, copyrights, and database rights, unless otherwise indicated.

12.2 Use of the Platform does not grant the Client any right, title, or licence to any intellectual property. The Client is not authorised to use the Company's trademarks or branding without prior express written consent.

13. Prohibited Use

13.1 The Client shall not exploit the Platform in any unauthorised manner or use it for any illegal, immoral, or prohibited purpose. Prohibited uses include but are not limited to:

• Unlawful activities: Any activity that violates, or assists in the violation of, any law, regulation, or sanctions programme, or that involves proceeds of any unlawful activity.
• Abusive activities: Actions that impose a disproportionate load on the Company's infrastructure, transmit malicious software, attempt to gain unauthorised access to systems or other user accounts, or transfer account access to third parties without authorisation.
• Harm to other users: Defaming, harassing, threatening, or violating the legal rights of other users, or collecting personal information about other users without consent.
• Fraud: Providing false or misleading information to the Company, engaging in any activity designed to defraud the Company or any other person, or any market manipulation or deceptive practice.
• Intellectual property infringement: Engaging in transactions involving items that infringe any intellectual property right, or using the Company's intellectual property without express consent.

13.2 The Company reserves the right to impose limits on the use of the Platform, including limiting available features, supported assets, or transaction sizes, at its sole discretion.

14. Complaints

Complaints about the Services or the Platform will be handled in accordance with the Company's complaints handling procedure. To submit a complaint, contact the Company at compliance@lunarrails.io.

15. Liability

15.1 The Company shall not be liable for any incidental, special, indirect, or consequential damages, including loss of profits, loss of revenue, or loss of clients, whether arising in contract, tort, or otherwise, even if advised of the possibility of such damages.

15.2 The Client will be liable for any loss, expenses, costs, damage, or liability incurred by the Company on the Client's behalf arising from a Service Confirmation or the Client's failure to comply with this Agreement, except where such loss is a direct result of the Company's negligence, wilful misconduct, or fraud.

15.3 Subject to clause 15.1, the Company's liability is limited to reasonably foreseeable direct losses suffered by the Client as a direct result of the Company's negligence, fraud, error, or omission. The Company's total liability shall not exceed the value of the relevant Transaction giving rise to the claim.

15.4 The Company shall not be liable for the acts or omissions of third parties engaged to assist with due diligence or Services, provided the Company exercised reasonable care and skill in selecting and instructing such third parties.

15.5 The Company does not provide investment advice. The Company shall not be liable for any investment decisions made by the Client.

15.6 The Company does not accept liability for loss or corruption of data arising from a security breach of the Client's own systems.

16. Disclaimers

By using the Services, the Client understands and accepts that:

• an account with Lunar Rails is not a bank account, and Virtual Assets or funds held by the Company do not accrue interest;
• Virtual Assets and funds held in the course of providing the Services are not insured by the Company or any governmental authority unless separately arranged by the Client;
• Transactions are irreversible once executed and losses from fraudulent or accidental transactions may not be recoverable;
• the price and liquidity of Virtual Assets are subject to significant fluctuation, and the Client may lose some or all value in their Virtual Assets;
• Virtual Assets are not legal tender and are not backed by a government or central bank;
• Virtual Asset exchanges and infrastructure have been subject to cyberattacks resulting in loss or theft, and similar risks apply to the Services;
• changes to Applicable Law may adversely affect the use, transfer, exchange, or value of Virtual Assets, potentially without notice;
• the Company reserves the right to reject or delay executing any Service Request that is unclear, conflicting, incorrect, incomplete, or potentially in breach of any security procedure or Applicable Law;
• the Company is not responsible for incorrect wallet addresses or bank account numbers provided by the Client;
• the Company is not responsible for technical errors on any blockchain network during transfer of Virtual Assets; and
• the Client is solely responsible for any decision to enter into a Transaction and has not relied on any representation by Lunar Rails other than as expressly set out in this Agreement.

16.2 Any market information, quotes, or charts provided by the Company are provided "as is" without warranties of any kind and may contain errors or inaccuracies. While the Company may correct such errors, it is under no obligation to do so.

17. Indemnity

17.1 The Client shall indemnify, defend, and hold harmless the Company, its affiliates, officers, employees, and agents from and against any losses, claims, damages, liabilities, or expenses arising from: (a) information provided by the Client to facilitate the Services; (b) breach of warranties under this Agreement; (c) breach of the Client's obligations under this Agreement; (d) anything done or omitted in carrying out Transactions at the Client's instructions; or (e) gross negligence or wilful misconduct by the Client.

17.2 The Company shall indemnify and hold harmless the Client from and against losses arising from: (a) actual or alleged infringement of a third party's intellectual property rights in connection with the Services; (b) material breach of the Company's obligations under this Agreement; or (c) negligence or wilful misconduct of the Company or its employees in connection with the Services.

18. Data Protection

18.1 The Parties shall comply with all applicable Data Protection Legislation. For the purposes of Data Protection Legislation, Lunar Rails is the data controller in respect of personal data processed under this Agreement, and will process such data in accordance with the Data Protection Legislation and the Company's Privacy Policy.

18.2 The Company shall: (a) only process personal data where there is a lawful basis to do so; (b) maintain appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, loss, or damage; (c) ensure all personnel with access to personal data are bound by appropriate confidentiality obligations; (d) notify the Client without undue delay upon becoming aware of a personal data breach; and (e) not transfer personal data internationally except in compliance with applicable Data Protection Legislation.

19. Asset Segregation

19.1 The Company will maintain all Client Money and Client Virtual Assets in accounts or wallets that are distinct from the Company's own operating funds and assets. Client assets are not subject to claims by the Company's creditors.

19.2 In the event of the Company's insolvency or bankruptcy, Client Money and Client Virtual Assets will remain protected and will not form part of the Company's estate, to the extent permitted by applicable law.

19.3 The Company will ensure that appropriate arrangements are in place with any third-party custody technology provider to protect Client assets from inclusion in any insolvency estate.

19.4 The Company will notify Clients promptly of any insolvency or bankruptcy proceedings and provide instructions for retrieval or transfer of their assets.

20. Third-Party Service Providers

In the course of providing the Services, Lunar Rails may engage third-party service providers including KYC/AML technology providers, blockchain analytics providers, custody technology providers, liquidity partners, and banking partners. Prior to engagement, the Company conducts due diligence including security, legal, and compliance assessments. Details of currently engaged third-party providers are available upon request.

21. Relationship of the Parties

Each Party acts as an independent contractor. Neither Party is an agent of the other, and no Party has authority to represent the other in any matter. Neither Party's employees shall be considered employees or agents of the other Party.

22. Notices

22.1 All notices under this Agreement shall be in writing and sent to the respective addresses or email addresses notified by each Party.

22.2 Notices shall be deemed duly given: upon delivery when delivered by hand or courier; upon confirmation of receipt if sent by post; or upon the date of sending if sent by email on a business day, and the next business day if sent on a weekend or public holiday.

23. Amendments

The Company reserves the right to amend this Agreement at any time. The Client will be provided with a copy of any amended Agreement at least 30 days before the change takes effect. If the Client does not wish to continue this Agreement following an amendment, it may terminate the Agreement by written notice before the change takes effect. Continued use of the Services following the effective date of an amendment constitutes acceptance of the revised Agreement.

24. Severability

If any provision of this Agreement is found to be invalid, void, or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect.

25. No Waiver

A delay or omission by either Party in exercising any right under this Agreement shall not be construed as a waiver. No waiver shall be effective unless made in writing and signed by an authorised representative of the waiving Party.

26. Entire Agreement

This Agreement, together with the Privacy Policy and Risk Disclosure Statement, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements, understandings, and representations.

27. Force Majeure

Lunar Rails shall not be liable for any non-performance or delay in performance of its obligations caused by circumstances beyond its reasonable control, including acts of God, terrorism, cyberterrorism, sabotage, equipment failure, adverse governmental action, pandemic, or other emergencies (each a "force majeure event"). The Company shall use reasonable endeavours to resolve any force majeure event and resume performance as soon as reasonably practicable.

28. Governing Law and Jurisdiction

28.1 This Agreement shall be governed by and construed in accordance with applicable laws.

28.2 Any dispute, controversy, or claim arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the competent courts of the applicable jurisdiction. Each Party waives any objection to proceedings in such courts on grounds of inconvenient forum.

Contact

For any questions about this Agreement, contact us at compliance@lunarrails.io.