> For the complete documentation index, see [llms.txt](https://docs.trymatrix.xyz/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.trymatrix.xyz/informational/terms-of-service.md). # Terms of Service PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, INCLUDING A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER IN SECTION 22, MANDATORY RISK DISCLOSURES IN SECTION 10, AND LIMITATIONS OF LIABILITY IN SECTION 20. BY ACCESSING OR USING ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES. ### 1. Introduction and Acceptance of These Terms These terms of service (these "Terms") constitute a legally binding agreement between KDK Protocol Labs S.A., a sociedad anonima organized under the laws of the Republic of Panama ("Kodiak", the "Company", "we", "us" or "our"), and you or the person or entity you represent ("you" or "your"), governing your access to and use of: * our websites, including kodiak.finance, perps.kodiak.finance and trymatrix.xyz, and any subdomains, forums, blogs, social media pages and other online properties we operate (collectively, the "Sites"); * our web applications, including the Kodiak Finance web application and the Kodiak Perps trading interface at perps.kodiak.finance (the "Web Apps"); * the Matrix mobile application for iOS and Android, together with any updates, upgrades, bug fixes and new versions thereof (the "App" or "Matrix"); and * any other products, features, content, tools and services we make available through the Sites, the Web Apps or the App (together with the Sites, the Web Apps and the App, the "Services"). By creating an account, clicking to accept these Terms, or accessing or using any of the Services, you acknowledge that you have read, understood and agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you are using the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, in which case "you" refers to that entity. Supplemental terms, product-specific rules or disclosures (including any risk disclosure statement presented in the App) may apply to particular Services. Those supplemental terms are incorporated into these Terms and, in the event of a conflict, control with respect to the applicable Service. ### 2. Eligibility To access or use the Services, you represent and warrant that you: * are at least 18 years of age (or the age of legal majority in your jurisdiction, if higher) and have the full right, power and legal capacity to enter into these Terms; * are not a Sanctioned Person (as defined in Section 3); and, if you are a Restricted Person or are located in the United States or any Restricted Territory, you will not access or use, or attempt to access or use, any Trading Feature, will limit your use of the Services to restricted access mode as described in Section 3, and will not use any virtual private network, proxy or other privacy or anonymization tool to circumvent, or attempt to circumvent, any restrictions that apply to the Services; * are not, and are not owned or controlled by, a person that is the subject of economic or trade sanctions administered or enforced by any governmental authority, including designation on the U.S. Treasury Department's Specially Designated Nationals and Blocked Persons List, or otherwise a sanctioned or restricted party; * have not previously been suspended or removed from the Services; and * will use the Services only for your own account and benefit, and not on behalf of any third party except as expressly permitted by us. We may require you to provide information or documentation to verify your eligibility at any time, and we may suspend or restrict your access to the Services pending such verification or if we believe any of the foregoing representations is inaccurate. ### 3. Restricted Jurisdictions; Sanctions and Export Compliance TRADING FEATURES (AS DEFINED BELOW) ARE NOT OFFERED TO, AND MAY NOT BE ACCESSED, USED OR ATTEMPTED TO BE ACCESSED OR USED BY, ANY PERSON OR ENTITY WHO RESIDES IN, IS A CITIZEN OF, IS LOCATED IN, IS INCORPORATED IN, OR HAS A REGISTERED OFFICE IN THE UNITED STATES OR ANY RESTRICTED TERRITORY (ANY SUCH PERSON OR ENTITY BEING A "RESTRICTED PERSON"). DO NOT ATTEMPT TO ACCESS TRADING FEATURES FROM WITHIN THE UNITED STATES OR ANY RESTRICTED TERRITORY. USE OF A VIRTUAL PRIVATE NETWORK, PROXY OR SIMILAR TOOL TO CIRCUMVENT THESE RESTRICTIONS IS PROHIBITED. "Trading Features" means (a) trading in perpetual futures and other derivatives, (b) trading in prediction markets, (c) deposits of digital assets into any Venue or trading account, and (d) transfers of digital assets into or between Venues or trading accounts, in each case through any of the Services. Trading Features are offered, operated, matched and settled entirely by the applicable Venues and underlying protocols as described in Section 4, and are made available through the Services only to persons who are not Restricted Persons or Sanctioned Persons. "Restricted Territories" means the United States, Antigua and Barbuda, Algeria, Bangladesh, Bolivia, Belarus, Burundi, Burma (Myanmar), Cote D'Ivoire (Ivory Coast), the regions of Crimea, Donetsk and Luhansk, Cuba, the Democratic Republic of Congo, Ecuador, Iran, Iraq, Liberia, Libya, Mali, Morocco, Nepal, North Korea, Somalia, Sudan, Syria, Venezuela, Yemen, Zimbabwe, and any other country or region to which the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions. "Sanctioned Person" means any person or entity that is a member of any sanctions list or equivalent maintained by the United States government, the United Kingdom government, the European Union or the United Nations, including designation on the U.S. Treasury Department's Specially Designated Nationals and Blocked Persons List. You represent and warrant that you are not a Sanctioned Person, that if you are a Restricted Person you will comply with the Trading Feature restrictions and restricted access limitations set forth in this Section 3, and that you do not and will not transact with any Restricted Person or Sanctioned Person in connection with any Trading Feature. #### Restricted Access Mode If you are a Restricted Person, or if you access the Services from the United States or any Restricted Territory, the Services operate in restricted access mode: the App will display a restricted region notice, and Trading Features will be unavailable. In restricted access mode, your use of the Services is limited to downloading the App, creating and accessing your account, viewing markets and market data for informational purposes, managing your account and settings, and withdrawing your digital assets, in each case subject to applicable law. Restrictions may vary by product and by Third-Party Venue, and particular features may be unavailable in additional jurisdictions under a Venue's own terms. Nothing in these Terms obligates us to make any feature available in any jurisdiction, and we may expand or contract restricted access mode at any time. You may not use the Services in violation of applicable export control, sanctions or import laws and regulations of any jurisdiction. You agree that you will not export, re-export or transfer, directly or indirectly, any software or technology comprising the Services except in compliance with such laws. ### 4. Description of the Services #### 4.1 The Kodiak Protocol and Interface Portions of the Services provide a user interface (the "Platform") that facilitates your interaction with public, permissionless blockchain protocols deployed on the Berachain network and other supported networks, including: (a) Kodiak DEX, a decentralized exchange for trading cryptocurrencies and other blockchain-based assets ("Digital Assets") in a decentralized, peer-to-peer manner; (b) Kodiak Islands and Permissionless Islands, automated liquidity management vaults; (c) Kodiak Sweetened Islands, an integrated incentive layer; (d) Panda Factory, a no-code token deployer factory; (e) kX, an advanced swap aggregator and API; (f) Baults, ERC-4626 compatible yield-bearing vaults; (g) Kodiak Perps, a perpetuals exchange powered by the Orderly One perpetual contract service; (h) Perp Bots, automated grid and copy trading bots for perpetual futures; and (i) any other interfaces we may provide from time to time (collectively, the "Protocol"). The Protocol consists of open-source or source-available self-executing smart contracts and third-party infrastructure. We do not own or control the underlying blockchain networks, do not operate validator infrastructure on your behalf, and cannot reverse, cancel or modify transactions that have been confirmed on a blockchain. We do not provide execution, settlement or clearing services of any kind and are not responsible for the execution, settlement or clearing of transactions automated through the Services. We do not act as your agent, and, to the fullest extent not prohibited by applicable law, we owe no fiduciary duties to you, and you irrevocably disclaim and waive any such duties that may otherwise exist. #### 4.2 The Matrix App Matrix is a mobile-first application that provides a unified interface for trading perpetual futures ("Perps") and event-based prediction markets ("Predictions") through supported trading venues. When you sign up, Matrix creates a Matrix Wallet for you (if you do not already have one) and prepares venue-specific trading accounts for supported Perps and Predictions venues. You may also link supported existing accounts (currently Hyperliquid and Kodiak Perps accounts) using connection codes, QR codes or manual credential entry. Matrix routes orders you configure and confirm to the venue you select; the venue, not Matrix, processes the order according to its own market rules and available liquidity. #### 4.3 Third-Party Venues The trading venues available through Matrix, currently including Hyperliquid, Kodiak Perps and Polymarket (each a "Third-Party Venue" or "Venue"), are operated by third parties or by autonomous smart contract systems that we do not control (other than the Kodiak Perps interface we operate as described in Section 4.1). Each Venue may impose its own terms of service, fees, trading rules, eligibility requirements and geographic restrictions, which apply to your activity on that Venue in addition to these Terms. You are responsible for reviewing and complying with each Venue's terms. We are not a party to, and have no responsibility for, your relationship with any Third-Party Venue, and we make no representation or warranty regarding any Venue's solvency, security, legality, uptime or performance. #### 4.4 Non-Custodial Nature of the Services The Services are non-custodial. Your Matrix Wallet is a self-custodial wallet: you retain sole control over the digital assets held in it, and we do not take custody, possession or control of your digital assets or private keys. We will never ask you to share your private keys, wallet seed or account password. We are not a bank, custodian, trust company, exchange, broker, dealer, futures commission merchant, clearing organization, commodity pool operator, commodity trading advisor, money transmitter or financial institution, and we are not your counterparty to any trade, and no deposit insurance (including FDIC or SIPC protection or any equivalent) applies to any assets you hold or trade through the Services. If you export, lose or compromise your private keys or credentials, we may be unable to recover your assets, and you may permanently lose access to them. ### 5. Mobile Application; App Store Terms #### 5.1 License to the App Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use the App in object code form on mobile devices that you own or control, solely for your personal, non-commercial use, and, with respect to any copy of the App obtained through the Apple App Store, only on Apple-branded products and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that the App may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing where applicable. #### 5.2 Additional Terms for the Apple App Store If you download or use the App from the Apple App Store, the following terms apply, and to the extent any other provision of these Terms is less restrictive than or otherwise conflicts with this Section 5.2, this Section 5.2 controls with respect to your use of that copy of the App: * Acknowledgement. These Terms are concluded between you and the Company only, and not with Apple Inc. ("Apple"). The Company, not Apple, is solely responsible for the App and its content. * Maintenance and Support. The Company is solely responsible for providing any maintenance and support services with respect to the App, as specified in these Terms or as required under applicable law. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. * Warranty. The Company is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App (if any) to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the Company's sole responsibility. * Product Claims. The Company, not Apple, is responsible for addressing any claims by you or any third party relating to the App or your possession and use of the App, including (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy or similar legislation. * Intellectual Property Claims. In the event of any third-party claim that the App or your possession and use of the App infringes that third party's intellectual property rights, the Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such claim. * Legal Compliance. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. * Developer Contact. Questions, complaints or claims with respect to the App should be directed to the Company at the contact details set forth in Section 26. * Third-Party Terms. You must comply with applicable third-party terms of agreement when using the App (for example, your wireless data service agreement and the terms of any Third-Party Venue). * Third-Party Beneficiary. Apple and Apple's subsidiaries are third-party beneficiaries of these Terms as they relate to your license of the App, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. #### 5.3 Additional Terms for Google Play If you download or use the App from Google Play, your use of the App is also subject to the Google Play Terms of Service. These Terms are between you and the Company only; Google LLC has no obligation or liability to you with respect to the App. #### 5.4 App Updates; Device Requirements We may, but are not obligated to, provide updates to the App, and updates may be installed automatically depending on your device settings. The App may not function properly, or at all, if you do not install available updates or if your device or operating system is not supported. You are responsible for all fees charged by your mobile carrier and for maintaining compatible hardware, software and internet access. The App does not perform, and may not be used to perform, cryptocurrency mining or similar background processes on your device. ### 6. Account Registration; Matrix Wallet; Security #### 6.1 Account Creation You must create an account to trade through the App. During early access, account creation may require an invite code, and we may limit, waitlist, prioritize or revoke access to the Services in our sole discretion. You may sign up using a supported method (currently email verification, Google or Apple sign-in). You agree to provide accurate, current and complete information and to keep it updated. You may not create an account for anyone other than yourself, use another person's account, sell, transfer or lend your account or invite codes except as we expressly permit, or maintain multiple accounts to circumvent restrictions, limits or promotional rules. #### 6.2 Matrix Wallet and Keys Your Matrix Wallet is generated for you at sign-up and is self-custodial. The Matrix Wallet is provisioned and secured through Privy, a third-party embedded wallet infrastructure provider. Private keys are generated and secured within trusted execution environments using a sharded key architecture such that neither we nor Privy can unilaterally access, reconstruct or control your private keys, and signing occurs only upon your authenticated instruction. Your creation and use of the Matrix Wallet may also be subject to Privy's applicable terms and policies. Certain features permit you to view or export private keys (including your Matrix Wallet key and agent wallet keys). Wallet export is performed through a Company-operated web page using Privy's client software, which displays your key in your browser after you re-authenticate with Privy; the key is reconstructed only on your device and in Privy's secure environment, is not transmitted to or stored on our servers, and is displayed only once. Anyone with access to a private key can control the associated assets. WE ARE NOT RESPONSIBLE FOR THE SECURITY OR SAFETY OF YOUR DIGITAL ASSETS, KEYS OR CREDENTIALS. YOU ACKNOWLEDGE AND ACCEPT THE RISKS OF EXPORTING, TRANSMITTING, STORING AND USING PRIVATE KEYS, AND YOU AGREE TO HOLD THE COMPANY PARTIES HARMLESS FROM ANY CLAIMS ARISING IN CONNECTION WITH YOUR KEYS. You are solely responsible for safeguarding access to your account, your wallet, your credentials, your devices, and any private keys, agent keys, export payloads or connection codes generated through the Services. We have no ability to recover lost keys, reverse unauthorized transactions, or restore assets transferred from your wallet. #### 6.3 Security You agree to (a) enable and use available security features (such as biometric unlock) where appropriate; (b) notify us promptly of any unauthorized access to or use of your account; and (c) sign out of your account at the end of each session on shared devices. You are responsible for all activity that occurs under your account or through your wallet, whether or not authorized by you, except to the extent caused by our breach of these Terms. #### 6.4 Linked Venue Accounts When you link an existing Venue account to Matrix, you authorize Matrix to display information from, and route your instructions to, that Venue account. Revoking an agent or connection stops integrations that use its credentials. You are responsible for managing, monitoring and revoking linked accounts and agent authorizations. ### 7. Deposits, Withdrawals and Transfers The Services support deposits and withdrawals of supported digital assets on supported networks only. Digital asset transactions require payment of network (gas) fees, which are set by the applicable network and not by us; the App's Get Gas feature, where available, allows you to swap supported assets for the native token required to pay such fees. Before initiating any transfer, you are solely responsible for verifying the destination address, the selected asset and the selected network. Transfers of digital assets are irreversible. Assets sent to an incorrect address, on an unsupported network, or in an unsupported token may be permanently lost, and we have no obligation or ability to recover them. Balances associated with your Matrix Wallet, your Perps accounts and your Predictions accounts are separate, and funds and trading activity remain venue-specific. Transfers between products, venues or accounts may involve on-chain transactions, third-party bridges or venue-specific processes, each of which may involve delay, failure or loss outside our control. Withdrawals from a Venue are processed by that Venue and subject to its rules, including any minimums, holds or delays. We do not offer fiat currency deposits, withdrawals, custody or conversion. ### 8. Fees We do not currently charge fees for your use of the Services. We reserve the right to introduce fees in the future on a prospective basis, with notice provided through the Services, and any fees introduced will be disclosed through the Services, including in a posted fee schedule or in the applicable transaction flow. Third-Party Venues, underlying protocols and blockchain networks charge their own fees (including trading fees, funding payments and network gas fees), which we do not control, which may change without notice, and which may apply to your activity through the Services. Except as required by law, fees paid to third parties are not refundable by us. ### 9. Trading Features; Automated Strategies; Agent Wallets #### 9.1 Orders and Execution The Services allow you to configure and submit various order types (including market, limit, and advanced or conditional orders) and quick orders. All orders are submitted to and executed (if at all) by the selected Venue according to its rules and available liquidity. We do not guarantee that any order will be filled, that displayed prices, estimates, fees, payouts or profit-and-loss figures will match final execution, or that market data shown in the Services is accurate, complete or current. Estimated costs, fees, payouts and winnings shown before order confirmation are estimates only. #### 9.2 Leverage, Margin and Liquidation Perps trading involves leverage and margin. You are solely responsible for selecting your margin mode, leverage level and position sizing, and for monitoring your margin ratio and account risk. Positions may be liquidated automatically by the applicable Venue if margin requirements are not maintained, and liquidation may result in the total loss of the collateral supporting a position, and in some cases losses exceeding it. We are not responsible for liquidations, auto-deleveraging, socialized losses, funding payments or any other outcome determined by a Venue's risk engine. #### 9.3 Prediction Markets Predictions allow you to buy and sell positions on the outcome of real-world events. Resolution of prediction markets is determined by the applicable Venue or its designated oracle or resolution process, not by us. You acknowledge that market resolution may be delayed, disputed or resolved in a manner you disagree with, and that positions in markets that resolve against you may become worthless. Prediction markets may be restricted or prohibited in your jurisdiction; you are solely responsible for determining whether your participation is lawful. #### 9.4 Perp Bots and Automated Strategies The Services may allow you to deploy automated strategies, such as grid trading bots ("Perp Bots"), through the Perps account and Venue you select. You are solely responsible for the configuration, funding, monitoring, pausing and stopping of any bot you deploy. Automated strategies can generate losses rapidly, including while you are not monitoring them, and can continue trading during volatile or dislocated market conditions. Past performance statistics displayed for any strategy (including ROI, APR, volume or fill data) are historical only and are not a prediction or guarantee of future results. When you deploy a Perp Bot, the trade-only venue API key for the applicable trading account is transmitted from your device to our bot infrastructure over an encrypted connection and is stored in encrypted form for the duration of the bot's operation so that trades can be executed while you are not actively using the App. Venue API keys used by Perp Bots cannot withdraw funds; withdrawals require your Matrix Wallet. You acknowledge that a compromise of our bot infrastructure could result in unauthorized trading activity, but not withdrawals, on the affected account, and you accept that risk by deploying a bot. #### 9.5 Agent Wallets and API Access Where the Services allow you to create agent wallets or export credentials for use with third-party integrations, you do so at your own risk. You are responsible for the security and conduct of any integration you authorize, for revoking agents you no longer use, and for all activity conducted through agent credentials. ### 10. Assumption of Risk; Risk Disclosures You acknowledge and agree that trading digital assets, perpetual futures and prediction markets is highly speculative and involves substantial risk of loss, including the risk of losing the entire value of your assets. Without limiting the foregoing, you acknowledge and accept the following risks: * Market risk. Digital asset prices are extremely volatile. Leverage amplifies both gains and losses, and losses can accrue quickly, including total loss of collateral through liquidation. * Technology risk. Blockchain networks, smart contracts, bridges, oracles, wallets and the Services themselves may contain bugs, vulnerabilities or design flaws, may be exploited or attacked, and may fail, fork, congest or reorganize, any of which may result in the partial or total loss of your assets. * Third-party risk. Third-Party Venues may experience outages, insolvency, security breaches, oracle failures, rule changes, delistings or regulatory action, and may freeze, restrict or lose customer assets. We have no control over and no responsibility for any Third-Party Venue. * Self-custody risk. Loss of your credentials, devices or private keys may result in the permanent, unrecoverable loss of your assets. Blockchain transactions are irreversible. * Wallet infrastructure risk. Creation of, access to, signing with and recovery of your Matrix Wallet depend on the continued operation and availability of third-party embedded wallet infrastructure (currently provided by Privy). Suspension, failure, compromise or discontinuation of that infrastructure, or of its availability to us, could delay or prevent access to your wallet or assets. * Regulatory risk. The legal and regulatory treatment of digital assets, derivatives and prediction markets is uncertain and evolving. New laws, regulations or enforcement actions may adversely affect the Services, the Venues, particular markets, or the value or liquidity of your assets, and may require us to restrict or discontinue the Services in your jurisdiction. * No legal tender; no insurance. Digital assets are not legal tender, are not backed by any government, and are not subject to deposit insurance or investor protection schemes. * Information risk. Market data, charts, estimates, funding rates and other information displayed in the Services may be delayed, inaccurate or incomplete and is provided for informational purposes only. You represent that you are knowledgeable and experienced in digital asset markets, that you understand the risks of leveraged trading and prediction markets, that you have determined that trading through the Services is suitable for you in light of your financial condition, and that you can afford to lose the full amount of any assets you commit to the Services. ### 11. No Investment Advice; No Brokerage or Fiduciary Relationship The Services are provided for informational and transactional convenience only. Nothing in the Services constitutes, and we do not provide, investment, financial, trading, legal, accounting or tax advice, or any recommendation, solicitation or offer to buy or sell any digital asset or to enter into any transaction or strategy. Any market data, news, research, statistics, leaderboards, shared positions or other content available through the Services is not a recommendation. We are not your broker, dealer, intermediary, agent, advisor or fiduciary, and no communication or information provided to you by us is intended as, or shall be considered or construed as, advice. You are solely responsible for all trading decisions and for evaluating the merits and risks of any transaction before entering into it, and you should consult your own professional advisors. ### 12. Prohibited Activities You agree that you will not, and will not attempt to, directly or indirectly: * use the Services in violation of any applicable law or regulation, including securities, commodities, derivatives, gaming and gambling, anti-money laundering, counter-terrorist financing, sanctions or export control laws; * access or use the Services from a Restricted Jurisdiction, or use any VPN, proxy or similar tool to disguise your location or identity in order to circumvent restrictions; * engage in improper or abusive trading practices, including (i) any fraudulent act or scheme to defraud, deceive, trick or mislead; (ii) trading ahead of another user or front-running; (iii) fraudulent trading; (iv) accommodation trading; (v) fictitious transactions; (vi) pre-arranged or non-competitive transactions; (vii) violations of bids or offers; (viii) cornering or attempted cornering of any Digital Asset; (ix) wash trading; (x) spoofing or layering; (xi) manipulation of prices, funding rates or oracles; (xii) knowingly making any bid or offer for the purpose of making a market price that does not reflect the true state of the market; (xiii) "money pass" transactions; (xiv) manipulation of the resolution of any prediction market or of the outcome of any underlying event; or (xv) any other trading activity that we determine, in our sole discretion, to be abusive, improper or disruptive to the operation of the Services; * use the Services to transact in any Digital Asset that may be considered a security under applicable law, or transact with or on behalf of any Restricted Person or Sanctioned Person; * use the Services to launder money or other proceeds of crime, finance terrorism, or conduct transactions involving stolen assets or darknet markets; * exploit, or benefit from, any bug, vulnerability, error or unintended behavior of the Services, the Protocols or any Venue, or interfere with, disrupt, overburden or attack the Services or their infrastructure; * circumvent, disable or interfere with security features of the Services, or reverse engineer, decompile, disassemble or derive the source code of the App or any non-public portion of the Services, except to the extent such restriction is prohibited by applicable law; * use any robot, spider, scraper, script or other automated means to access the Services other than through interfaces we expressly provide, or harvest data about other users; * abuse invite codes, referral programs, promotions, rewards, fee tiers or points programs, including through self-dealing, multiple accounts or misrepresentation; * infringe or misappropriate the intellectual property or other rights of any person, or upload or transmit any unlawful, defamatory, harassing or fraudulent content; * impersonate any person or entity, or misrepresent your affiliation with any person or entity, including us; or * encourage, facilitate or assist any third party to do any of the foregoing. We reserve the right to investigate suspected violations, to freeze, restrict or terminate accounts, to cancel or unwind activity where we are able to do so, to withhold or claw back rewards or promotional benefits, and to report suspected unlawful activity to and cooperate with law enforcement and regulators. ### 13. Taxes You are solely responsible for determining what taxes, duties or other governmental charges apply to your transactions and activity through the Services, and for reporting, withholding, collecting and remitting the correct amounts to the appropriate authorities. We are not responsible for determining, and do not advise on, the tax treatment of any transaction. We may collect and report information regarding your activity where required by applicable law. ### 14. Intellectual Property; Limited License to the Services The Services, including all software, code, text, graphics, designs, logos, trademarks, service marks, trade dress, interfaces, data compilations and other content (excluding open-source components of the Protocols, which are licensed under their respective licenses, and excluding user content and third-party content), are owned by us or our licensors and are protected by intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for their intended purposes. No rights are granted to you by implication or otherwise except as expressly set forth in these Terms. "Kodiak", "Matrix", and associated logos are trademarks of the Company or its affiliates, and you may not use them without our prior written consent. ### 15. Feedback If you provide us with any suggestions, ideas, feedback, bug reports or other input regarding the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, reproduce, modify and otherwise exploit the Feedback for any purpose, without compensation, attribution or obligation to you. ### 16. Third-Party Services and Content The Services may display, link to or interoperate with third-party services, content, websites, applications, wallets, exchanges, data providers, bridges and networks, including the Third-Party Venues and embedded wallet infrastructure providers (including Privy) (collectively, "Third-Party Services"). Third-Party Services are provided by their respective operators under their own terms and privacy policies, and your use of them is at your own risk. We do not endorse, control, audit or assume any responsibility for any Third-Party Service, and we are not responsible for any loss or damage arising from your use of, or reliance on, any Third-Party Service. ### 17. Privacy Our collection, use and disclosure of information about you is described in our Privacy Policy, available at link, which is incorporated into these Terms by reference. The App may request device permissions (such as notifications, camera access for QR code scanning, or biometric authentication); you may manage these permissions through your device settings, though disabling certain permissions may limit App functionality. ### 18. Modifications, Suspension and Termination; Account Deletion We may, at any time and in our sole discretion, with or without notice: modify, update or discontinue all or any part of the Services; impose limits on features; restrict access to some or all users; or suspend or terminate your access to the Services, including if we believe you have violated these Terms, if required by applicable law, or to protect the Services or other users. Where reasonably practicable and lawful, we will provide notice of material adverse changes and an opportunity to withdraw your assets. You may stop using the Services at any time. You may request deletion of your account through the App or by contacting us as set forth in Section 26, and we will delete your account and associated personal information in accordance with our Privacy Policy and applicable law. Because the Services are non-custodial, termination or deletion of your account does not affect your control of your Matrix Wallet keys that you have exported or your assets on public blockchains, but you are responsible for withdrawing or securing your assets before your access ends. Sections of these Terms that by their nature should survive termination (including Sections 10, 11, 13, 14, 15, 19, 20, 21, 22, 23 and 25) will survive. ### 19. Disclaimers of Warranties TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. WE AND OUR AFFILIATES, LICENSORS AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THAT ANY ORDER WILL BE EXECUTED, EXECUTED AT ANY PARTICULAR PRICE, OR CAPABLE OF BEING CANCELLED; OR THAT ANY DIGITAL ASSET, PROTOCOL, NETWORK OR THIRD-PARTY VENUE WILL FUNCTION AS INTENDED OR RETAIN ANY VALUE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. ### 20. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, LICENSORS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, THE "COMPANY PARTIES"), BE LIABLE TO YOU OR ANY OTHER PERSON, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA OR DIGITAL ASSETS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS ARISING FROM: (A) YOUR USE OF OR INABILITY TO USE THE SERVICES; (B) THE EXECUTION, NON-EXECUTION, DELAY, FAILURE OR LIQUIDATION OF ANY ORDER, POSITION OR STRATEGY; (C) ANY THIRD-PARTY VENUE, PROTOCOL, NETWORK, BRIDGE, ORACLE OR OTHER THIRD-PARTY SERVICE; (D) UNAUTHORIZED ACCESS TO OR LOSS OF YOUR WALLET, KEYS, CREDENTIALS OR ASSETS; OR (E) ERRORS, OMISSIONS OR INACCURACIES IN ANY DATA OR CONTENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE COMPANY PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES ACTUALLY PAID BY YOU TO THE COMPANY FOR USE OF THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (II) ONE HUNDRED U.S. DOLLARS (US$100). Some jurisdictions do not allow the limitation of liability for certain damages, so some of the above limitations may not apply to you. The limitations in this Section 20 are fundamental elements of the basis of the bargain between you and us. ### 21. Indemnification To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold harmless the Company Parties from and against any and all claims, actions, proceedings, investigations, demands, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use of the Services; (b) your violation of these Terms or of any applicable law or regulation; (c) your violation of the rights of any third party; (d) your trading activity, including on any Third-Party Venue; or (e) any inaccuracy in your representations and warranties under these Terms. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense. ### 22. Dispute Resolution; Binding Arbitration; Class Action Waiver PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF, INCLUDING BY WAIVING YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. #### 22.1 Informal Resolution Before initiating any arbitration or proceeding, you agree to first contact us at the email address in Section 26 with a written description of your dispute and to attempt in good faith to resolve the dispute informally for at least sixty (60) days. #### 22.2 Agreement to Arbitrate Any dispute, claim or controversy arising out of or relating to these Terms or the Services, including their existence, validity, interpretation, breach or termination, and including any non-contractual claims (each, a "Dispute"), that is not resolved informally shall be finally settled by binding arbitration administered by the International Centre for Dispute Resolution under its International Arbitration Rules by one arbitrator appointed in accordance with such rules. The seat of the arbitration shall be Panama City, Republic of Panama, the language of the arbitration shall be English, and the arbitration may be conducted remotely by videoconference to the extent the rules permit. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator shall have exclusive authority to resolve any dispute regarding the interpretation, applicability or enforceability of this agreement to arbitrate, except that a court of competent jurisdiction shall decide any question regarding the validity or enforceability of the class action waiver in Section 22.3. #### 22.3 Class Action and Jury Trial Waiver You and the Company agree that each may bring Disputes against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any form of class or representative proceeding. To the extent any Dispute proceeds in court rather than arbitration, you and the Company each waive any right to a jury trial to the fullest extent permitted by law. #### 22.4 Exceptions; Opt-Out Nothing in this Section 22 prevents either party from seeking temporary or preliminary injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration, or from pursuing an individual claim in a small claims court of competent jurisdiction to the extent available. You may opt out of this agreement to arbitrate by sending written notice to the email address in Section 26 within thirty (30) days of first accepting these Terms, stating your name, account email and intent to opt out; opting out of arbitration does not affect any other provision of these Terms, including the class action waiver to the extent enforceable. #### 22.5 Time Limit To the maximum extent permitted by applicable law, any Dispute must be commenced within one (1) year after the cause of action accrues, or it is permanently barred. ### 23. Governing Law These Terms and any Dispute shall be governed by and construed in accordance with the laws of the Republic of Panama, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Subject to Section 22, the courts of Panama City, Republic of Panama shall have exclusive jurisdiction over any matter not subject to arbitration. ### 24. Changes to These Terms We may modify these Terms at any time by posting the revised Terms through the Services and updating the "Last Updated" date above. For material changes, we will provide reasonable advance notice through the Services or by other means (such as email or in-app notification) where required by applicable law. Your continued access to or use of the Services after the effective date of the revised Terms constitutes your acceptance of them. If you do not agree to the revised Terms, you must stop using the Services and, if applicable, withdraw your assets. ### 25. General Provisions Entire Agreement. These Terms, together with the Privacy Policy and any supplemental terms, constitute the entire agreement between you and the Company regarding the Services and supersede all prior agreements and understandings on that subject. Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent, and any attempted assignment in violation of this sentence is void. We may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization or sale of assets. Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. No Waiver. Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision. Force Majeure. We will not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, pandemics, power or internet failures, or failures of blockchain networks or third-party services. No Third-Party Beneficiaries. Except as expressly provided in Section 5.2 with respect to Apple and its subsidiaries and with respect to the Company Parties under Sections 20 and 21, these Terms do not confer any rights on any third party. Relationship. Nothing in these Terms creates any partnership, joint venture, employment, agency or fiduciary relationship between you and the Company. Electronic Communications. You consent to receive communications from us electronically, including through the Services, push notifications and email, and agree that such communications satisfy any legal requirement that communications be in writing. Headings; Interpretation. Headings are for convenience only. The words "include" and "including" are deemed to be followed by "without limitation." Language. These Terms are drafted in English; any translation is provided for convenience only and the English version controls. Survival. Provisions that by their nature should survive termination will survive as described in Section 18. ### 26. Contact Us If you have any questions, complaints or claims regarding these Terms, the Services or the App, please contact us at: KDK Protocol Labs S.A. Email: Notices to us under these Terms, including any dispute notice or arbitration opt-out notice under Section 22, may be delivered by email to the address above and will be deemed received on the business day following transmission.