These general terms and conditions (hereinafter the Terms or the Agreement) govern the provision of services by KodeLab Ltd (hereinafter KodeLab or We) to users (hereinafter the User or You). When signing up to use the Service, the User confirms that they have read and agree to comply with these Terms made available to you on or through the Online Portal or otherwise. These Terms are binding on any use of the Services by the User. 

These Terms are available in the English language. The Terms will remain available to the User on the company website and on the Online Portal (at [https://kodelab.io]).
However, we encourage the Users to save or print these Terms for future reference.  

These terms of use refer to and should be read together with the following additional terms, which also apply to your use of our website and Services:

a. our [Data Protection Policy] which sets out how we may use your personal information;
b. our Cookie Policy, which sets out information about the cookies on our website; and 
c. any applicable product terms which set out additional terms and conditions that will apply to your use of specific Services (the Product Terms). 

KodeLab has the right to bring legal action against anyone violating these Terms, as well as terminate or suspend the User account.

KodeLab allows Users to:  

a. Access our CHAIN, like Kode Rank, a new concept for relative consensus networks. Our innovative reward ranking system, inspired by Google's PageRank, ensures that users are rewarded based on their network contributions and active participation.

b. Access our AI products, like PICKEY, an AI-powered learning tool that offers a personalised learning experience tailored just for you. Explore a variety of resources to boost your learning and enjoy friendly conversations with our AI buddy. Plus, our AI supports teachers in creating tests and managing daily academic tasks. The innovative HR platform designed to simplify application reviews. Our platform efficiently reduces HR workload and identifies top candidates for your team in a bias-free manner by analysing CVs and cover letters. With help of PICKEY, recruiters can easily conduct screening interviews via chat or video. LUMINA, our all-in-one solution for seamless learning and personalised guidance. Our AI-powered platform offers diverse learning tools, from texts to quizzes, ensuring your success. Get personalised support from our AI buddy throughout your journey. Dive deeper into complex topics with in-depth analysis and question evaluation. Track your progress with detailed statistics and earned rank badges.

In addition, KodeLab will allow Users to access the following cryptoasset services (the Cryptoasset Services): 

c. Access our upcoming Real-World Assets (”RWAs¹”), white-labelled, lending protocol like TALOC, the upcoming independent Decentralised Finance (DeFi) protocol. ‘The KodeLab TALOC’ service will enable a business’ end-users to instantly unlock ultra-flexible credit/liquidity in their assets, directly onto a private/public blockchain, in the form of utility tokens.

d. Exchange one type of crypto asset (i.e. Non-Fungible Tokens or “NFTs2” representing Users Real World Assets (“RWAs”3), against another type of crypto asset (utility tokens) with a view of bringing the former (i.e. Users’ RWA NFTs) as collateral to a obtain a credit facility in the latter (i.e. utility tokens).

(each of the services set out in (a) – (d) a Service and together the Services).

You will be able to use the Services in accordance with these Terms and any applicable Product Terms that govern your use of each specific Service. You acknowledge that some of the Services may be provided by our affiliates.

To provide the upcoming Cryptoasset Services, KodeLab is soon seeking registration with the Financial Conduct Authority (FCA) as a crypto assets activities business under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017) [REGISTRATION NO”] TBR). The Cryptoasset Services will not become available until such registration is in place. 

Only legal persons who have successfully passed the AML/KYC Verifications described below are eligible to register as Users by KodeLab. Legal persons are registered as Users by their authorised representative(s) (the latter must be at least 18 years of age). The representative will provide their own personal information. The representative must ensure that it has a valid authorisation to represent the legal person. KodeLab may, but is not obligated, to examine the proof of such authorisation. 

Access to and use of our Service is subject to Anti-Money Laundering / Know Your Customer (hereinafter the AML/KYC) verifications according to the following conditions:

a. All Users of our Service will be considered as having entered into a long-term business relationship with KodeLab under UK AML law, the purpose of which will be to exchange one type of crypto asset (i.e. their RWA NFTs), against another type of crypto asset (i.e. utility tokens), with a view of bringing their RWA NFTs as collateral to obtain a credit facility in utility tokens.

b. Given the high value of the RWAs the Users will bring as collateral via their NFTs to the independent decentralised protocol DAO, extensive due diligence will also be carried out on the RWAs / properties themselves (including a valuation via an independent surveyor, the Royal Institution of Chartered Surveyors, [RICS]).

c. KodeLab further reserves itself the right to carry out further verifications on its Users or their underlying RWAs (including by making inquiries, whether directly or through third parties), where it deems it justified and / or there may be potential higher risk factors (e.g. higher amounts, PEP/Sanctions match, unusual behaviour or transaction patterns etc), in line with applicable law (including the MLR 2017).

The above conditions shall apply to all the features of our Service, including but not limited to, our Cryptoasset Services. All information that you provide must be complete, accurate and truthful. You must update this information whenever it changes. We may amend our AML/KYC verification requirements at any time in our sole discretion.8. Registration. Users must register to use the Online Portal. In order to become a User, the explicit acceptance of the Terms is required – by clicking to create an account during the registration process, Users agree to the Terms. When registering as a User of the Online Portal, the User must submit a valid e-mail address and choose a password. Confirmation of registration is sent to User’s e-mail. User must inform KodeLab about any changes to their personal information that they have provided. KodeLab retains the right to ask the user for additional personal data if it is required by the applicable laws, necessary for the provision of the Service, combat fraud or any other justified reason.

Upon registration you will be asked to provide a list of persons who are authorised to act on your behalf and use your account (each an Authorised User). Your Authorised Users will use your account only for your benefit, and not on behalf of any third party, unless our prior written consent has been obtained.

The User must have a valid e-mail and password to access their account to the Online Portal. Such credentials are strictly personal and confidential. Users (and their Authorised Users) are responsible for maintaining the confidentiality of their account and password, which should not at any time be disclosed to third parties. The User agrees to accept full responsibility and liability for all activities that occur under their account (including acts and omissions of Authorised Users). Should a User realise or suspect any unpermitted disclosure of their credentials, they shall be obliged to change these and contact Customer support immediately to notify the latter of such unpermitted disclosure.

KodeLab will not at any time enter into possession or act as custodians of your crypto assets. It will merely facilitate an exchange between third party wallets (e.g. Users’ own private wallets where their NFTs are stored), hereinafter “Self-custody” or through the Sub-custodian (TBC), and the protocol. Your crypto assets will therefore remain yours, subject to the protocol’s own conditions for repayment of the credit facility in utility tokens.

Moreover, in the event of a non-repayment of your credit facility4, the independent protocol will seize your RWA NFT in view of its liquidation.  

All fees associated with this agreement (hereinafter the Fees) shall be for the User to bear and will be subtracted from the crypto exchange transaction amounts. KodeLab’s Fees will be displayed on its Online Portal. In addition, operational fees paid to third party providers to facilitate transactions such as network and trading fees may also apply.

You agree that you and any Authorised User may only use our Services in a lawful manner and in full compliance with any and all applicable local, national, or international laws and regulations. In particular, you must not use (and ensure that Authorised Users do not use) our Services: 

a. in any way, or for any purpose, that is unlawful or fraudulent (including but not limited to money laundering, terrorist financing, fraud and other illegal activities);

b. for resale or commercial purposes, including transactions on behalf of other persons or entities, unless expressly agreed by us in writing; and

c. to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware or any other code designed to adversely affect computer hardware, software, or data of any kind. You must not attack our website via a denial-of-service attack or a distributed denial-of service attack.

The Services will be offered worldwide, with the exception of high-risk countries, which at the time of writing includes:

Bulgaria, Burkina Faso, Cameroon, Croatia, Democratic Republic of the Congo, Haiti, Kenya, Mali, Monaco, Mozambique, Namibia, Nigeria, Philippines, Senegal, South Africa, South Sudan, Syria, Tanzania, Venezuela, Vietnam, Yemen (the Prohibited Jurisdictions).

For up-to-date list, see combined UK, and FATF lists here:

• https: //www.legislation.gov.uk/uksi/2022/1183/made
• https://www.fatf-gafi.org/en/publications/High-risk-and-other-monitored-jurisdictions/increased-monitoring-june-2024.html. 

In addition, the Services will be not offered to:.

a. any persons (including Authorised Users) that KodeLab has deemed high risk, including but not limited to, individuals or entities named as a restricted person or party on any list (including sanctions lists) maintained by the United States of America., United Kingdom, European Union or United Nations; and

b. U.S. Persons, which are defined as either U.S. residents or U.S. citizens, (the Restricted Persons).

For a comprehensive list of jurisdictions where we operate, please refer to our Online Portal [TBC].

You (and any Authorised User) shall not access, use, or attempted to access or use the Services directly or indirectly with:

a. any of the Prohibited Jurisdictions; and

b. any Restricted Persons.

You acknowledge that KodeLab has the right to terminate the provision of Service to the User and bring legal action against the User if such activities are detected or suspended.

KodeLab or its affiliates process Users’ personal data pursuant to the KodeLab [Data Protection Policy] for the purposes of the UK Data Protection Act 2018 (hereinafter the “DPA 2018”), and in the context of the “Service”, the data controller is, depending on the circumstances, either KodeLab, or its affiliates. For more information on the data controller ownership, please refer to the Data Privacy Policy. The User confirms having read and understood the Data Privacy Policy.

The User acknowledges that the content of the Online Portal, including (but not limited to) design, graphics, images, text, code, domain, database rights and other copyrights, such as the brand name “[KodeLab Ltd/ KODELAB/ Kodelab/ Kodelab Ltd]” and any and all materials provided or developed in the course of delivering the Services (KodeLab Materials), are intellectual property of KodeLab or its relevant affiliate and that KodeLab, or its relevant affiliate, is and shall be the owner, or licensor of, all relevant Intellectual Property Rights. Such content may not be edited, made into derivative works, be reproduced, distributed or displayed for any other purposes than provided in these Terms, unless provided otherwise by applicable law.

Subject to the User paying the Fees, KodeLab grants the User a worldwide, non-transferable, non-exclusive licence, without sublicensing and distribution rights, to:

a. access and use the Online Portal and the Services; and

b. use any KodeLab Materials (including the right to make reasonable copies of the KodeLab Materials).

The User agrees that it will acquire no right, interest or benefit in or to any Intellectual Property Rights of KodeLab or its affiliate, other than the rights of use granted under this agreement. Any goodwill arising in or related to the Online Portal or the Services resulting the use by the User shall accrue solely to and for the benefit of KodeLab. KodeLab may, at any time, call for a confirmatory assignment of that goodwill and the User shall immediately execute it or procure its execution. Upon the expiry or termination of this agreement for any reason, the User shall have no claim against KodeLab or any of its affiliates for compensation for any goodwill associated with the Online Portal or the Services.

The User shall not, at any time, sub-licence to any other party the right to use or operate or otherwise permit or authorise any other party or person to use or operate, the Online Portal, the Services and/or the KodeLab Materials or any part thereof without the express prior written consent of KodeLab.

If the User suggests any change to the Online Portal, the Services and/or the KodeLab Materials, the User agrees that KodeLab may at its discretion make such change to the Online Portal, the Services and/or the KodeLab Materials for the benefit of all Service users and participants. KodeLab will own all Intellectual Property Rights in such change.

To the extent that the User, any of its affiliates or any person acting on its or their behalf acquires any Intellectual Property Rights in the KodeLab Materials or any other part of the Services, the User shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to KodeLab or such third party as KodeLab may elect. The User shall execute all such documents and do such things as KodeLab may consider necessary to give effect to this right.

The User hereby waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to KodeLab under this Agreement

This clause 12 shall survive the termination or expiry of this Agreement.

“Intellectual Property Rights” means:

a. copyright, author’s rights, patents, inventions, database rights and rights in trade marks, trade names, designs, know-how, domain names, trade secret and confidential information (whether registered or unregistered);

b. applications for registration, and the right to apply for registration for any of the rights referred to in (a) above; and

c. all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.

Each party undertakes that it shall not at any time disclose to any person Confidential Information relating to the other party.

A party may disclose the other’s Confidential Information:

a. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations (and exercising its rights) under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's Confidential Information comply with this clause 13; and

b. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations (and exercising its rights) under this Agreement.

Notwithstanding the above, Confidential Information shall not include:

a. information that is or becomes generally available to the public other than as a result of its disclosure by the receiving party in breach of this agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates;

b. information the parties agree in writing is not confidential or may be disclosed; or

c. information that is developed by or for the receiving party independently of any information disclosed by the disclosing party, provided that this can be proven by contemporaneous written Documentation.

This clause 13 shall survive the termination or expiry of this agreement for a period of [2] years.

For these purposes, “Confidential Information” means:

a. in relation to KodeLab: all information (whether in oral, written or electronic form) relating to KodeLab’s business which may reasonably be considered to be confidential in nature including information relating to KodeLab’s technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers, the KodeLab Materials and any other technical or operational specifications or data relating to each Service.

b. in relation to the User: all data (in any form) that is provided to KodeLab or uploaded or hosted on any part of any Service by the User or by any Authorised User (but excluding feedback provided in relation to the Services).

You hereby represent and warrant to us, at all times, the following:

a. all documents and information you provide to us are true, accurate, complete, and up to date in all respects, and may be relied upon by us in determining whether or not you are eligible to access the Online Portal or to use the Services;

b. that you are not a Restricted Person;

c. you have full power, authority, and capacity to (1) access and use the Online Portal and/or the Services; and (2) enter into and deliver, and perform your obligations under these Terms and any agreement entered into pursuant to, or in connection with, these Terms, including, but not limited to, any Product Terms;

d. such obligations constitute valid, legal and binding obligations in accordance with their terms and their performance will not breach or constitute a default under your articles of association (or other applicable constitutional documents) or any agreement, instrument, order, judgment or other restriction which binds you.

KodeLab disclaims any and all warranties, expressed or implied (to the maximum extent permitted by applicable law), in connection with the Services. The Services are provided “as is” and “as available” and at User’s own risk, and KodeLab does not warrant or represent any quality, fitness for purpose, non-infringement, completeness or accuracy of the Service. Regardless of our efforts to provide the User with services of the highest quality, safety and security, KodeLab makes no warranty that the Service will be uninterrupted, timely or error-free or that defects will be corrected.

In addition, KodeLab makes no representations, warranties or guarantees, whether express or implied, that the content on our website and the Online Platform, including information in relation to the Services, is accurate, complete or up to date.

Links to third-party websites (including, without limitation, content, materials, and/or information in the third-party websites) may be provided as a convenience but they are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the content, materials, information or services contained in any third-party websites accessible or linked from the Online Portal or the website.

KodeLab reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Service, and KodeLab will not be liable to the User for any interruption, modification, or discontinuation of the Service or any function or feature thereof. Reasonable advance notification will be provided of discontinuing or suspension of the Service where possible. KodeLab is not responsible for any difficulties in operating or using the Service that are caused by the web hosting service provider, internet service provider of the User or any other third party, unless prescribed otherwise by applicable law.

KodeLab does not provide any financial, legal, tax or investment advice or recommendations. None of the information or analyses presented are intended to form the basis for any investment decision, and no specific recommendations are intended. Our services are not, do not offer, and shall not be construed as investment or financial products. You are solely responsible for determining whether any of our services are appropriate for you based on your personal objectives, financial circumstances and risk tolerance. You agree and understand that under no circumstances will the operations of KodeLab and your use of our services be deemed to create a relationship that includes the provision of or tendering of investment advice. You should consult your legal or tax professional regarding your specific situation. 

Before dealing with crypto assets via our Service, you should be aware of the different considerably high risks associated with them, including the following: 

a. Legal and Regulatory: The regulatory status of crypto assets is currently unsettled, varies among jurisdictions and is subject to significant uncertainty. It is possible that in the future, certain laws, regulations, policies or rules relating to crypto assets, blockchain technology, or blockchain applications may be implemented, which would directly or indirectly affect or restrict the services we provide to you. In particular, note that:
•  You are responsible for determining whether the use of or purchase of crypto assets via any of our services is legal in your jurisdiction and you shall not use any of our services if illegal in your jurisdiction. If you are uncertain, please seek independent legal advice; 
•  We may be forced to suspend or discontinue or to change certain aspects of our services in some jurisdictions, if required by the relevant regulators and/or laws, and this without notice and for whatever reason. In such instances, crypto assets in your account may be frozen for an indefinite period of time until the matter is resolved;
•  Crypto assets are not legal tender and are not backed by any government.

b. Loss of Value: The price, value and liquidity of crypto assets are extremely volatile and unpredictable, which may adversely affect the value and the ability to liquidate the underlying crypto assets and result in significant or total loss in a short period of time. Among others, note that: 
 • The decrease or discontinuance of willingness of market participants to exchange fiat currencies for crypto assets may also result in significant or total loss of value in your crypto assets.

c. Theft, Hacking and Cyber Attack: Crypto assets may be subject to expropriation, theft and/or fraud; hackers or other malicious groups or organisations may attempt to interfere with our system/network in various ways, including malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing which may result in the loss of your crypto assets, or the loss of your ability to access or control your crypto assets. In such an event, there may be no remedy, and holders of crypto assets are not guaranteed any remedy, refund, or compensation. In particular, note that:
• Any third party who gains access to your account login credentials or your private keys, may be able to liquidate, sell, dispose or transfer crypto assets in your account and may result in significant or total loss of value in your account. 

a. Development of Crypto Assets: Any change in the development of crypto assets, including but not limited to the change of blockchain protocol, forks, management team etc., may significantly impact the availability, usability, liquidity or value of crypto assets. In particular, the User understands that crypto assets are subject to sudden changes in operating rules, and third parties may from time to time create a copy of a crypto asset network and implement changes in operating rules or other features (Forks) that may result in more than one version of a network (each, a Forked Network) and more than one version of a crypto asset (Forked Assets). The User hereby acknowledges that Forked Networks and the available supply of any Forked Assets are wholly outside of the control of the KodeLab, and the KodeLab’s ability to deliver Forked Assets resulting from a Forked Network may depend on third parties outside of KodeLab’s control. The User understands and acknowledges that Forks may materially affect the value, function, and/or even the name of crypto assets. Thus, the User acknowledges that he/she has no right, claim or other privilege to Forked Assets on such unsupported Forked Network and KodeLab does not bear any liability from any loss resulting as a consequence.

b. Third Party Service Providers and Counterparties: In providing our services to you, we may use various third-party service providers and counterparties (together ”Third Party Service Providers ”). The purchase of the underlying crypto assets is subject to the availability and liquidity of such crypto assets offered by Third Party Service Providers, including online crypto assets exchanges. If the availability of any specific crypto assets is scarce, or if such Third-Party Service Providers malfunction, go bankrupt or are subject to hack attack, we may not be able to purchase or liquidate specific crypto assets on a timely basis or at all.  

c. Source Code Weakness: There is a risk that the Online Portal or any of our products may unintentionally include weaknesses or bugs in the source code which may adversely affect the function of the services. 

d. Insurance: The crypto assets held in your account are not protected by any third-party insurance scheme or government-backed insurance scheme.

e. Decentralised Finance (“DeFi”): KodeLab does not assume liability for any losses incurred due to the theft, hacking, cyber-attack, source code weakness, security issues, or any other issues related to DeFi projects and/or their on-chain contracts, which are fully outside our control. By using our Service, you acknowledge that you understand the risks associated with the underlying assets and/or third party services offered.

In light of the foregoing, you understand and agree that your use of our Services is conducted at your own risk. This section is not exhaustive and does not disclose all the risks associated with crypto assets and the use of our Services. You should, therefore, carefully consider whether such use is suitable for you in light of your particular circumstances and financial resources.

Each User is liable for and must compensate to KodeLab any and all damages (including the loss of profits), which arise from the activities of the User (or its Authorised Users).  

KodeLab is liable and must compensate to Users only for direct monetary damages caused by KodeLab intentionally or due to gross negligence.

Notwithstanding the above, KodeLab’s total aggregate liability, whether in contract, tort (including negligence) or otherwise, howsoever arising under or in connection with this Agreement shall not exceed the amount of [fees paid by you to KodeLab in the 12 months preceding the event giving rise to the loss].

Under no circumstances shall KodeLab be liable for:

a. loss of revenue, anticipated profits, business, opportunity, or savings (whether direct or indirect);

b. indirect or consequential damage, in each case whether arising from negligence, breach of contract or otherwise;

c. destruction, loss of use or corruption of data;

d. loss or corruption of software or systems; and/or

e. harm to reputation or loss of goodwill.

KodeLab will not be liable for any damages caused by third parties or by circumstances outside the control of KodeLab, including (but not limited to) fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders or rebellions or revolutions and strikes, lock-outs and labour disputes, technical failures in transmission, communication or computer facilities including power failures and electronic or equipment failures (a Force Majeure Event). Among others, KodeLab will not be responsible for the failings of third-party banking and financial institutions, KodeLab’s business partners (e.g. credit card payment processors etc), CeFi and DeFi projects, including but not limited to instances of personal data breaches or hacked/lost Crypto Assets and/or funds, which may arise on their part.

The limitations or exclusions of liability prescribed in this section will not apply in case such limitation or exclusion is not permissible under applicable law.

Each user is responsible to determine if any taxes apply to the transactions carried out via the Services, as well as to report such taxes correctly and in a timely fashion to the competent tax authorities. User acknowledges that KodeLab is neither responsible for determining whether taxes apply, nor for the collection, reporting, withholding or otherwise of any such taxes arising from the said transactions. However, should we at any point become legally required to withhold any taxes, then we will pay the User the remaining net amount. Similarly, we will not gross up the User for any taxes they might be required to pay.

User agrees to indemnify, defend, keep indemnified and hold harmless KodeLab, its affiliates and its third party service providers from and against any claim, demand, loss, damage, cost, or liability (including reasonable attorneys' fees) (Losses) arising out of or relating to any activities of the User or the misuse of the Service; breach or alleged breach of any of these Terms and the violation of any rights (including intellectual property rights) of a third party.

We reserve the right to assume control of the defence of any third-party claim that is subject to indemnification by you, in which event you shall cooperate as fully required by us in asserting any available defences. You will not settle any claims or Losses without our prior written consent.

This right shall survive termination or expiry of our agreement. 

KodeLab reserves the right to amend any part of the Terms at any time. KodeLab will strive to provide the User with reasonable prior notice of such changes. If the User does not agree to these amendments, or any particular amendment, the User may not be able to continue to use the Online Portal.

This agreement may not be assigned or transferred by User, without the prior written consent of KodeLab. KodeLab may assign its rights and transfer its obligations at any time provided it ensures that User’s rights are still adequately safeguarded after that transfer.

User may terminate the agreement with KodeLab under these Terms by deleting their account on the Online Portal. Upon selecting to delete the account, the User will remain subscribed to the Service for 30 days. However, in such a case, the User understands that they may lose access to their assets (NFT and RWA) via our Online Portal. We therefore invite Users to retrieve their assets from the protocol via our Online Portal before terminating their account with us. If the User does not cancel the deletion of the account, the User’s account will be deactivated after 30 days and the User’s rights to use the Services will be terminated. After this termination KodeLab is not able to retrieve the User data or its account. Moreover, we will be under no obligation to assist User in accessing their funds or other assets on the protocol or providing compensation.

The User acknowledges and agrees that KodeLab may stop (permanently or temporarily) providing the Services and/or terminate the agreement with the User under these Terms at KodeLab’s sole discretion with immediate effect, without the obligation to provide a prior notice to the User, for any reason including, but not limited to where:

a. the User breaches these Terms or any of the Product Terms;

b. the User breaches one of KodeLab’s policies;

c. the User is no longer eligible to use one or more Services;

d. there is a change in applicable regulations or a regulator’s decision which substantially affects the burden, financial or otherwise, borne by KodeLab or makes it impossible or contrary to law for KodeLab to continue performing its obligations under this Agreement;

e. there is a Force Majeure Event;

f. we reasonably suspect that:

i. your account has been or will be used for any illegal, fraudulent, or unauthorised purposes;

ii. the person logged into your Account is not an Authorised User;

iii. the User is subject to any of the following events (or any event analogous to any of the following in a jurisdiction other than England and Wales): becomes insolvent or unable to pay its debts as they fall due, or admits inability to pay its debts, suspends or threatens to suspend payment of its debts, enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator, manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, or becomes unable to pay its debts

On termination of this Agreement:

a. the User shall promptly pay to KodeLab all of KodeLab’s outstanding unpaid Fees;

b. KodeLab shall provide reasonable assistance to the User to retrieve its assets and/or funds prior to closing of the account (subject to and in accordance with applicable law).

The User further understands that, as a legal entity, they are not subject to UK consumer right protections under the agreement as the purpose of the Agreement and the business relationship between the Parties is related to the User’s economic interest in the facilitation of an exchange of crypto assets over the protocol. In particular, by accepting the Terms, the User fully understands that once they have confirmed their crypto asset transactions within the Online Portal, these executed transactions are by nature irreversible and non-refundable.

If you do not agree with these Terms, you should not create an account with us, visit our Online Portal in any way, and/or you should immediately stop using these or our Services in general.

The Terms are governed by the laws of England & Wales. Any disputes arising out of or in connection to these Terms will be finally settled by English Courts, unless otherwise required by mandatory law.

The User shall bear all court expenses related to settlement of disputes arising from the Agreement (including legal fees), unless UK legislation sets forth otherwise (hereinafter the Costs). If the User fails to pay the Costs, KodeLab shall have the right at its discretion to pay the Costs and demand compensation thereof from the User.

If any one or more of the provisions of these Terms is found to be void, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein will not be affected or impaired.

 Upon any User’s infringement of any of these Terms or of the law, KodeLab has the sole right to terminate User’s account immediately without any prior notice.