Usage Agreement

Between the user of Lumina’s Orbits, hereinafter referred to as ‘You’

and 

Lumina X Ltd. with Company Registration Number 14783184, hereinafter referred to as ‘Lumina’.

1. Preamble
   1. Lumina provides a managed product, called “Orbits” to perform a mostly-automated arbitrage solution.
   2. You intend to make use of Orbits as provided by Lumina.
   3. This agreement seeks to clarify the relationship between You and Lumina.

2. Definitions
   1. ‘Ground Control’ refers to the set of documents of detailed instructions and information found under the aptly named Ground Control part of the website. This should be regarded as a living document and will be updated frequently.
   2. ‘Service Fee’ refers to the use of Orbits defined in 2.5.
   3. ‘An Orbit’ refers to the process of performing arbitrage from the point that funds leave Your Treasury Outsourcing Account until they return, with the goal of achieving profit.
   4. ‘Profit’ is the nett gain in Rand value at the completion of each Orbit. This will be nett of all fees incurred in deriving this income (such as SWIFT, conversion fees, deposit fees, and trading fees) but excludes the Rand withdrawal fee as profit calculations occur before this fee is taken.
   5. ‘Orbits’ refers to Lumina’s managed service offering – including, but not limited to software, software updates, websites, infrastructure, hedging capabilities, monitoring services, networks, process design, databases, and intellectual property.
   6. For standard definitions, please refer to the glossary found in Ground Control.

3. Rights and Obligations
   1. Lumina
      1. Lumina will provide the use of Orbits to perform arbitrage on Your behalf.
      2. Each Orbit will be performed by Lumina on an ad-hoc basis as initiated and requested by You.
      3. Lumina will perform this Orbit as fast as possible to reduce Your exposure to risk.
      4. Lumina will provide support, with respect to the arbitrage process, to You when needed.
      5. Lumina will pay You 5% of the income Lumina earns from any referral of Yours for future users as described in the Satellites section of Ground Control. This amount is payable within 30 days of Lumina receiving the income.

4. You
   1. It’s important to understand the overall process of arbitrage as well as to understand how Lumina’s Orbits works. You acknowledge that You have read through Ground Control documentation and understand the overall process and the risks involved.
   2. By Your use of Orbits, You are required to follow the instructions and guidelines as set out in Ground Control, any material updates and changes to these documents will be communicated to You. 
   3. You will manage Your own cryptocurrency exchange accounts – the details of which are found in Ground Control – Accounts.
   4. You will not interfere with the exchanges while an Orbit is running as this could result in a loss. This includes fiddling with (changing or revoking) API keys and opening or cancelling orders/trades.
   5. You will update your details via the website of any alterations You make to the exchange accounts, including: API key updates, beneficiaries and changes in the amount of BTC You are holding as this affects the profit calculation. You undertake to inform Lumina before launching an Orbit again as this would cause issues with the Orbit.
   6. In order to hedge against the price movements and avoid the risk of price volatility, a variable amount of Bitcoin is shared with You. You agree to return this to Lumina after each Orbit. This step is normally automated, and no intervention is usually required. If any intervention is required, You will undertake to do this by the close of business or within 6 hours of receiving communication from Lumina, whichever occurs sooner.
   7. You will be contactable for the expected duration of the Orbit.
   8. You will keep Lumina updated with Your contact details in the event that Lumina needs to get in urgent contact with You.

4. Liability
   1. There are various risks involved in the arbitrage process. You undertake to be familiar with the risks involved as detailed in Ground Control here and accept the ownership of liability as outlined in the document.
   2. Specifically, risks relating to Foreign Exchange Risk, Cryptocurrency Exchange Risk, and the Arbitrage Rate Risk as detailed in Ground Control are solely Your liability.
   3. Lumina’s Processing Risk, and the Bitcoin Price Risk are solely Lumina’s liability as stipulated in Ground Control.
   4. In undesirable macroeconomic and exogenous conditions (refer to 4.2), Lumina will do as much as it can to avoid a loss for You, considering the risk factors. However, losses are occasionally unpreventable.
   5. Lumina is not an authorised FSP. As a result of this, Lumina will not have control over Your funds and You will have full access to Your funds for the entire Orbit as well as in between the Orbits (i.e. while funds are sitting in Your foreign exchange holding/bank account).

5. Performance and Returns
   1. Due to the nature of the arbitrage process and the sources of the risks involved, Lumina can neither guarantee any set return nor guarantee against loss. 
   2. Past performance is not indicative of future performance.

6. Fees
   1. A Service Fee is charged for the usage of Lumina’s Orbits.
   2. The fee for this service is set at a percentage of the returns achieved by the Orbit. The percentage is a standard 33.33% or one-third (⅓) of the profit obtained in each Orbit.
   3. In the unlikely event of a loss, Lumina assumes a 0% return and therefore 0% fee – and will not share in this loss with You – as per the risks outlined under the Liability section. 
   4. The exception for the above (6.3) is if the loss was caused by any issues on Lumina’s side – in which case Lumina will cover the result of the lost income (other risk factors considered). Please refer to Ground Control for the extent of this coverage.
   5. The fees involved in trading, i.e. exchange trading fees and cryptocurrency withdrawal fees, are considered as a cost of generating profit. The Service Fee will be calculated as nett of these fees. Therefore these fees are shared between Lumina and You.
   6. The fiat withdrawal fee to a designated bank account as well as the bank charges for Your treasury outsourcer/bank account are excluded from the profit calculation. Therefore this fee is for Your account.

7. Payment
   1. The Service Fee is calculated and automatically deducted from the profit for each Orbit.
   2. Lumina will provide an invoice for all fees deducted.
   3. Under extremely rare circumstances You might need to manually intervene and make a manual payment to Lumina. Lumina will alert You in this case with further instructions. You agree to make payment within 5 business days upon receiving this request.

8. Breach
   1. Should You commit any of the following acts, such actions will be deemed to be a breach of the agreement:
      1. Interfere while an Orbit is running
      2. Delay the return of Bitcoin to Lumina
      3. Delay the payment of the Service Fee
      4. Share confidential information about Lumina’s Orbits
      5. Set up your API credentials incorrectly

9. Indemnity
   1. You agree to indemnify and hold Lumina and all of its directors, employees, and agents harmless from any and all claims, demands, losses, liabilities (with the exception of 4.3), and expenses (including attorney’s fees) arising from or in connection with:
      1. Your use of our service
      2. Services or goods obtained through the use of Orbits and our services
      3. A breach of any of the terms of this agreement

10. Privacy and security
    1. Lumina will take every reasonable precaution to secure the entire Orbit from end-to-end. In the unlikely event of a security breach, Lumina will communicate with any affected users within 24hrs of it being brought to our attention to remedy the situation and instruct You to secure Your accounts. This is however mitigated by security precautions as detailed in Ground Control and You are responsible for implementing the security measures described. 
    2. All Your data will be regarded as private and any statistics derived from any trades will be aggregated and anonymous. Any of Your details will be changed or removed from Lumina’s systems as per Your request. 

11. Confidentiality
    1. The overall arbitrage process is relatively well-known and well-established. The exact method of Lumina’s arbitrage is not – therefore a breach in confidentiality and the sharing of in-depth details of how Orbits works with external parties who could attempt to replicate Orbits will result in a termination of the contract. You are welcome to share the parts covered in the process overview.
    2. You may not remove any copyright or other proprietary notices from any portion of Lumina’s Orbits or services.
    3. You may not reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, transmit, or otherwise exploit Orbits or Lumina’s services except as expressly permitted by Lumina.
    4. You may not decompile, reverse engineer or disassemble Lumina’s Orbits or services except as may be permitted by applicable law.
    5. You may not attempt to gain unauthorized access to or impair any aspect of Lumina’s Orbits or services or its related systems or networks.

12. Severability
    1. If any provision of this contract is found to be unenforceable or invalid for any reason, the remaining provisions will continue to be enforceable and valid.

13. Term and Termination
    1. This contract will start from the date of You using Lumina’s Orbits or services, or when you create an account on www.orbits.co.za – whichever occurs first.
    2. This contract will be in force for the duration of Your use of Orbits.
    3. As the usage of Orbits is on an ad-hoc basis, no formal termination is necessary – simply stop using Orbits. As a matter of courtesy, let Lumina know if this is Your intention so that Lumina can improve Orbits and budget for the loss of You, a wonderful user.
    4. Alternatively, a formal cancellation may be provided by either party in writing.
    5. This contract will supersede any previous agreements between the parties in relation to arbitrage agreements. 
    6. A heads-up is always courteous to let us know if there’s anything we could do better to get You to stay on as a user of our systems. This way, we can also delete Your details from our database.

14. Agreement
    1. Both parties agree to the contents of this contract, by Lumina providing services and by You using these services.
    2. By continuing to use Orbits and/or services provided by Lumina, and/or any affiliated entities in our company and our representatives and service partners, You acknowledge and agree that you have read and understood the terms as set out in this document and those in Ground Control and confirm to act accordingly.