Terms of Use

Last Updated: May 7, 2025

Welcome to LumaSphere Capital, a multi-asset investment platform that empowers users to access and manage a wide array of investments. These Terms of Use govern your access to and use of the LumaSphere Capital platform, including all services offered through our website, mobile applications, and other digital interfaces (collectively, the "Platform").

By accessing or using the LumaSphere Capital Platform, you agree to be bound by these Terms of Use. If you do not agree to these terms, please do not use our Platform. These Terms of Use constitute a legally binding agreement between you and LumaSphere Capital Technologies Ltd. ("LumaSphere Capital," "we," "our," or "us").

We recommend that you read these Terms of Use carefully and keep a copy for your records. If you have any questions about these terms, please contact us at legal@lumaspherex.com.

Acceptance of Terms

1.1 Binding Agreement: By accessing or using the Vestwell Capital Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use, our Privacy Policy, and any additional terms and conditions that may apply to specific services offered by Vestwell Capital.

1.2 Legal Capacity: You represent and warrant that you have the legal capacity to enter into these Terms of Use. If you are using the Platform on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind such entity to these Terms of Use.

1.3 Compliance with Laws: You agree to comply with all applicable laws, regulations, and rules when using our Platform. You acknowledge that certain services offered by LumaSphere Capital may be subject to additional regulations, including securities laws, banking regulations, and commodity trading rules.

1.4 Age Restrictions: The Platform is not intended for use by individuals under the age of 18, or the age of majority in your jurisdiction, whichever is higher. By using the Platform, you confirm that you are at least 18 years of age or the age of majority in your jurisdiction.

Eligibility and Registration

2.1 Account Creation: To use certain features of the Platform, you must create an account. When registering for an account, you agree to provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

2.2 Verification Requirements: Due to regulatory requirements, LumaSphere Capital implements Know Your Customer (KYC) and Anti-Money Laundering (AML) procedures. You may be required to provide additional information and documentation to verify your identity, including but not limited to government-issued identification, proof of address, and source of funds documentation.

2.3 Ineligible Persons: LumaSphere Capital reserves the right to restrict access to the Platform or certain services based on your country of residence or other factors. The Platform is not available to users from jurisdictions where offering such services would be prohibited by law, including but not limited to residents of:

• Countries subject to comprehensive economic sanctions;
• Jurisdictions identified by the Financial Action Task Force (FATF) as high-risk or non-cooperative; and
• Other restricted jurisdictions as determined by LumaSphere Capital from time to time.

2.4 Account Security: You are solely responsible for maintaining the security of your account and password. You must immediately notify LumaSphere Capital of any unauthorized use of your account or any other breach of security. LumaSphere Capital will not be liable for any loss or damage arising from your failure to comply with this section.

2.5 One Account Per User: Each user is permitted to maintain only one account. If we detect multiple accounts associated with the same user, we reserve the right to merge or terminate such accounts.

Platform Services

3.1 Available Assets: LumaSphere Capital provides a consolidated investment platform where users can allocate capital into various asset classes, including:

• Precious Metals: Including gold, silver, platinum, and other metals;
• Digital Assets: Including cryptocurrencies such as Bitcoin and Ethereum;
• Energy Commodities: Including crude oil and natural gas;
• Agricultural Commodities: Including wheat, corn, and other agricultural products;
• Real Estate: Via tokenized or fractional ownership models;
• Public Equities: Stocks from major global markets; and
• Fixed-Income Securities: Including government and corporate bonds.

3.2 Investment Features: The Platform offers various features to help users manage their investments, including:

• Portfolio creation and management tools;
• Real-time analytics and performance tracking;
• Educational resources and market insights;
• Secure storage and regulated access for digital assets; and
• Transaction history and reporting features.

3.3 Service Availability: LumaSphere Capital strives to provide continuous access to the Platform, but we do not guarantee that the Platform will be available at all times. We reserve the right to suspend access to the Platform for maintenance, updates, or other operational reasons without prior notice.

3.4 Third-Party Services: The Platform may integrate with third-party services or link to third-party websites. LumaSphere Capital is not responsible for the content, privacy policies, or practices of any third-party services or websites. Your use of third-party services is subject to their respective terms and conditions.

3.5 Service Limitations: Certain services may be limited based on your jurisdiction, verification level, or other factors. Vestwell Capital reserves the right to modify, suspend, or discontinue any service at any time without prior notice.

User Responsibilities

4.1 Compliance: You agree to use the Platform in compliance with these Terms of Use and all applicable laws and regulations. You are responsible for determining whether your use of the Platform complies with applicable laws in your jurisdiction.

4.2 Prohibited Activities: You agree not to engage in any of the following prohibited activities:

• Using the Platform for any illegal purpose or in violation of any laws;
• Attempting to gain unauthorized access to the Platform or other users' accounts;
• Interfering with or disrupting the integrity or performance of the Platform;
• Uploading or transmitting any viruses, malware, or other harmful code;
• Engaging in any activity that could damage, disable, overburden, or impair the Platform;
• Using the Platform for market manipulation or fraudulent activities;
• Scraping, data mining, or otherwise extracting data from the Platform without written permission; and
• Circumventing or attempting to circumvent any security measures implemented by LumaSphere Capital.

4.3 Account Information: You are responsible for keeping your account information, including contact details and tax information, accurate and up to date. Failure to maintain current information may result in service disruptions, tax reporting issues, or other complications.

4.4 Tax Obligations: You are solely responsible for determining, reporting, and paying any taxes that may arise from your use of the Platform and any investments made through the Platform. LumaSphere Capital may provide tax forms or documentation as required by applicable laws, but we do not provide tax advice.

4.5 Due Diligence: You are responsible for conducting your own research and due diligence regarding any investment made through the Platform. While LumaSphere Capital strives to provide accurate information, we do not guarantee the accuracy of any information provided through the Platform.

Fees and Payments

5.1 Fee Structure: LumaSphere Capital charges various fees for its services, which may include but are not limited to:

• Transaction Fees: Applied when buying or selling assets;
• Management Fees: Periodic fees based on assets under management;
• Custody Fees: Fees for secure storage of certain assets; and
• Service Fees: Additional fees for premium features or services.

5.2 Fee Schedule: The current fee schedule is available on the Platform and may be updated from time to time. LumaSphere Capital will provide notice of any material changes to the fee schedule as outlined in Section 10 (Modifications to Terms).

5.3 Payment Methods: LumaSphere Capital accepts various payment methods, which may include bank transfers, credit/debit cards, and certain digital currencies. Available payment methods may vary based on your location and the specific service.

5.4 Payment Authorization: By using the Platform, you authorize LumaSphere Capital to charge the applicable fees to your designated payment method. You represent and warrant that you have the legal right to use any payment method you provide to LumaSphere Capital.

5.5 Taxes and Withholding: All fees are exclusive of taxes, unless stated otherwise. You are responsible for paying all applicable taxes related to your use of the Platform. If required by law, LumaSphere Capital may withhold taxes from distributions or proceeds from your investments.

5.6 Refunds: Fees paid to LumaSphere Capital are generally non-refundable unless otherwise specified or required by applicable law. In the event of a technical error or service failure attributable to Vestwell Capital, we may issue refunds or credits at our sole discretion.

Investment Risks

6.1 General Risk Disclosure: All investments involve risk, and the value of your investments may fluctuate. Past performance is not indicative of future results. You may lose some or all of your investment. You should only invest funds that you are willing to lose.

6.2 Asset-Specific Risks: Different asset classes available on the Platform carry different types and levels of risk:

• Digital Assets: Cryptocurrencies and other digital assets are highly volatile and may be subject to regulatory changes, technological failures, security breaches, and market manipulation;
• Precious Metals: Subject to price volatility, storage risks, and potential liquidity constraints;
• Commodities: Subject to supply and demand fluctuations, weather conditions, geopolitical events, and regulatory changes;
• Real Estate: Subject to property market fluctuations, tenant risks, property damage, and liquidity constraints;
• Public Equities: Subject to market volatility, company performance, economic conditions, and sector-specific risks; and
• Fixed-Income Securities: Subject to interest rate risks, credit risks, inflation risks, and liquidity risks.

6.3 No Investment Advice: LumaSphere Capital provides information and tools to help you make investment decisions, but we do not provide personalized investment advice. The content on the Platform is for informational purposes only and should not be construed as investment advice.

6.4 No Guarantees: LumaSphere Capital does not guarantee any returns on investments made through the Platform. We do not guarantee that any investment will meet your investment objectives or that the Platform will generate positive returns.

6.5 Risk Assessment: Before investing through the Platform, you should carefully consider your investment objectives, financial situation, and risk tolerance. If you are unsure about any investment, you should consult with a financial advisor or other professional.

Privacy and Data Protection

7.1 Privacy Policy: Our Privacy Policy, available at lumaspherex.com/privacy, describes how we collect, use, disclose, and protect your personal information. By using the Platform, you consent to the collection and use of your information as described in the Privacy Policy.

7.2 Data Security: LumaSphere Capital implements reasonable security measures to protect your personal information from unauthorized access, disclosure, alteration, and destruction. However, no security system is impenetrable, and we cannot guarantee the security of your information.

7.3 Data Retention: LumaSphere Capital retains personal information for as long as necessary to fulfill the purposes outlined in our Privacy Policy, unless a longer retention period is required or permitted by law. This includes retention required for regulatory compliance, tax purposes, audit requirements, and legal claims.

7.4 Third-Party Sharing: LumaSphere Capital may share your information with third parties as described in our Privacy Policy. This includes sharing information:

• With service providers who perform services on our behalf;
• With financial institutions and custodians to facilitate transactions;
• With regulatory authorities as required by law or regulation; and
• In connection with a merger, acquisition, or sale of all or a portion of our assets.

7.5 Your Rights: You may have certain rights regarding your personal information, which may include the right to access, correct, delete, or restrict the processing of your information. The availability of these rights depends on your jurisdiction and applicable law. Please refer to our Privacy Policy for more information about your rights and how to exercise them.

7.6 Cookies and Tracking: The Platform uses cookies and similar technologies to enhance your experience, analyze usage patterns, and deliver personalized content. You can adjust your browser settings to refuse cookies, but this may limit your ability to use certain features of the Platform.

Account Termination

8.1 Termination by User: You may terminate your account at any time by following the account closure process available on the Platform or by contacting our customer support. Before terminating your account, you must liquidate all investments and withdraw any available funds.

8.2 Termination by LumaSphere Capital: LumaSphere Capital reserves the right to suspend, limit, or terminate your account and access to the Platform at any time, for any reason, and without prior notice, including but not limited to:

• Violation of these Terms of Use;
• Suspected fraudulent, illegal, or unauthorized activity;
• Provision of false or misleading information;
• Regulatory or legal requirements;
• Extended periods of inactivity; or
• Any other reason that LumaSphere Capital deems appropriate.

8.3 Effect of Termination: Upon termination of your account:

• You will lose access to the Platform and all associated services;
• Any pending transactions may be canceled;
• LumaSphere Capital may liquidate any remaining investments at market prices; and
• After deducting any applicable fees, taxes, or other amounts owed to LumaSphere Capital, any remaining funds will be returned to you through your designated withdrawal method.

8.4 Survival of Terms: The provisions of these Terms of Use that by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability.

8.5 Record Retention: Even after account termination, LumaSphere Capital will retain certain information related to your account as required by law, regulation, or for legitimate business purposes. For more information about our data retention practices, please refer to our Privacy Policy.

Modifications to Terms

9.1 Updates to Terms: LumaSphere Capital reserves the right to modify these Terms of Use at any time. We will notify you of material changes by posting the updated terms on the Platform and, when required by law, by sending a notification to your registered email address.

9.2 Effective Date: The modified terms will be effective upon posting or, if we notify you through other means, as of the date specified in the notification. The "Last Updated" date at the top of these Terms of Use will indicate when the terms were last revised.

9.3 Continued Use: Your continued use of the Platform after the effective date of the modified terms constitutes your acceptance of the modified terms. If you do not agree to the modified terms, you must stop using the Platform and terminate your account.

9.4 Material Changes: For material changes to these Terms of Use, we will make reasonable efforts to provide advance notice. Material changes may include significant updates to:

• Services offered through the Platform;
• Fee structure or payment terms;
• Dispute resolution procedures;
• Limitation of liability provisions; or
• Other terms that significantly affect your rights or obligations.

9.5 Governing Version: The English-language version of these Terms of Use is the governing version. Any translations are provided for convenience only and do not modify or replace the English-language version.