TERMS AND CONDITIONS

Last Updated: April 07, 2026

1. GENERAL PROVISIONS AND THE NATURE OF SERVICES

1.1. This document (“Terms”) constitutes a legally binding agreement between you (the “User”, “Merchant” or “you”) and CodeWave Solutions LTD, a company registered in the British Virgin Islands with reg. no. 2151687, having its registered address at Quijano Chambers, P.O. Box 3159, Road Town, Tortola, British Virgin Islands (“CodeWave”, “we”, “us”, “our”). These Terms govern your access to and use of the website located at https://payplay.io/, our proprietary software, APIs, payment widgets, and all other products or services provided by us (collectively, the “Services”).

1.2. By establishing an Account or utilizing the Services, the User provides full and explicit consent to be bound by these Terms and all policies incorporated herein by reference, including the Privacy Policy and AML/CTF protocols. Accessing the Website or Services without full acceptance of these Terms is strictly prohibited, and any User who does not agree to these Terms must immediately cease all usage of the platform.

1.3. The Company operates exclusively as a technology service provider and technical processor. Nothing in these Terms shall be construed as establishing the Company as a bank, credit union, currency exchange, or custodial storage provider. The Company does not at any stage take title to, custody of, or legal ownership over Virtual Assets, which remain the exclusive legal property of the User. All Transactions are executed on decentralized networks and may be facilitated by third-party liquidity providers; the User acknowledges that such third-party services are governed by their own terms.

1.4. All data provided via the Services regarding market rates or Virtual Asset values is for informational purposes only and does not constitute a financial promotion or an invitation to trade.

1.5. The User hereby warrants and represents as a fundamental precondition of this agreement that they are at least 18 years of age or have reached the legal age of majority, or are a duly incorporated legal entity in good standing, possessing the full legal capacity and authority to enter into and perform these Terms.

1.6. The User further warrants that their use of the Services does not violate any local laws of their origin or residence, and that they are not utilizing the Services to facilitate or engage in any unlawful activity or circumvent international sanctions.

1.7. Usage of the Services is granted under a non-exclusive, non-transferable, and limited license which may be revoked by the Company at any time without prior notice and without providing reasons for such revocation. It remains the User’s sole and exclusive responsibility to follow the rules and regulations of their jurisdiction. The User is conclusively deemed to have understood that holding or transacting in Virtual Assets involves extreme risks, including extreme market volatility and potential total loss of value, and that their continued use of the Services constitutes an informed and irrevocable acceptance of full responsibility for such risks. The User acknowledges that Virtual Assets are not currently regulated as legal tender in many jurisdictions and are not protected by any government insurance or deposit guarantee schemes.

The Company reserves the right to suspend or terminate access to the Services at its sole discretion, without prior notice and without providing specific reasons for such actions, particularly where required by compliance obligations.

1.8. The Company is not a party to the commercial relationship between the User and its Customers and assumes no liability for the quality, legality, or delivery of goods or services offered by the User. Any disputes, refund claims, or commercial disagreements shall be resolved exclusively between the User and the Customer without the Company’s mediation or involvement.

1.9. The User shall include a provision in its own terms with Customers stating that PayPlay is a technical provider and has no authority to reverse transactions or resolve commercial disputes.

2. DEFINITIONS AND INTERPRETATION

Account (PayPlay Account) — a virtual interface within our system, accessible only after successful completion of mandatory KYC/KYB registration and verification procedures, used to manage your balance and process transactions.

Customer — any natural person or legal entity having a monetary obligation to you for goods, services, or donations, intending to discharge such obligation by paying in a Virtual Asset.

Invoice — a payment request generated via our Services based on the amount you wish to collect. An Invoice is only "Complete" once it is fully paid and has reached the required number of block confirmations.

Virtual Asset (Cryptocurrency) — a digital representation of value recorded on a public blockchain. This does not include digital representations of fiat currencies or securities.

Wallet / Address — a unique blockchain identifier for receiving or sending Virtual Assets. You are solely responsible for the accuracy of Wallet details; provided addresses are intended for single-use transactions only.

Balance — a technical record within the PayPlay interface representing the Virtual Assets associated with the User's unique blockchain identifiers; the Balance does not constitute a fiduciary deposit or a debt obligation of the Company.

Miner Fees (Network Fees) — variable fees automatically generated by the blockchain network and paid to miners/validators to process transactions. These are not CodeWave Fees and are non-refundable.

Fees — the charges applied by CodeWave for the provision of Services, as displayed in your Account or on our website. All Fees are non-refundable and paid without deduction or set-off.

Business Day — any day except Saturday, Sunday, or a legal holiday on which banking institutions in BVI are authorized or required by law to close.

UI Timeout — the specific time window displayed on an Invoice during which an exchange rate is guaranteed.

Applicable Law — the laws of England and Wales.

Orphan Payment — a payment received after an Invoice has expired or that cannot be automatically associated with an active Invoice.

Invalid Payment — any transfer made via an unsupported network, involving unsupported Virtual Assets, or sent to an incorrect Wallet address.

3. SCOPE AND NATURE OF THE SERVICE

3.1. The Company provides a proprietary technology platform and technical infrastructure designed to enable you to accept Virtual Assets as a payment method in exchange for goods or services you sell to your Customers. You acknowledge and agree that the Company’s role is limited strictly to that of a software service provider. The Company does not provide banking, credit union, or money transmitter services, nor does it operate as a financial intermediary.

3.2. The Company is not a cryptocurrency exchange and does not provide custodial storage or custody services for Virtual Assets as part of its core Services. The Company does not at any point take legal ownership or title to the Virtual Assets processed through the Services. The Company provides a technical interface for Virtual Assets recorded on the blockchain; at no point does the Company take custody or assume control over the User’s private keys.

3.3. By utilizing the Services, the User acknowledges and agrees that the Company acts strictly as a technical facilitator. The Company’s role is limited to providing the technical infrastructure and software interface necessary to broadcast Transaction data to the blockchain. The User agrees that a payment made by a Customer to the unique technical address generated by the Services is conclusively deemed to satisfy the Customer’s monetary obligation to the User to the extent of such payment. The Company’s provision of a receipt or confirmation of such payment is a technical reflection of blockchain data and does not imply that the Company has taken possession of the funds.

3.4. Nothing in these Terms shall be construed as creating a partnership, joint venture, or fiduciary relationship. The Company does not provide investment, legal, tax, or accounting advice regarding the suitability or profitability of any Virtual Asset or Transaction. All data provided regarding market rates is for informational purposes only; you are solely responsible for your own investment decisions and for consulting with independent advisors.

3.5. The Services rely on decentralized blockchain networks and third-party facilities beyond the Company’s control. The Company does not own or control the underlying software protocols that govern the operation of Virtual Assets and is not responsible for their performance, security, or functionality. Settlement, liquidity, and clearing services may be facilitated by third-party providers; the Company is not liable for the acts or omissions of such third parties.

3.6. The relationship between you and the Company is that of independent contractors. The Company is not a party to the commercial relationship or any underlying contract between you and your Customers. We assume no liability for the quality, safety, legality, or delivery of any goods or services you provide to your Customers.

3.7. The Company does not guarantee the completion of any Transaction on the blockchain, as this is dependent on decentralized network participants (miners/validators) beyond the Company's control. Any Transaction status provided via the Services is for reference only and is subject to network confirmations.

3.8. The Company reserves the unilateral right to decline or refuse to process a Transaction if it is deemed, in the Company’s sole and subjective discretion, to pose an unacceptable regulatory, legal, or reputational risk.

3.9. The User acknowledges and agrees that the Company provides only the technical software interface and API. Any financial operations, including but not limited to currency conversion, liquidity provision, clearing, and settlement services, are performed exclusively by independent third-party financial institutions, licensed liquidity providers, or decentralized protocols. The Company does not operate as a counterparty to any exchange transaction.

3.10. Any storage or management of Virtual Assets is facilitated through third-party infrastructure or decentralized networks. The Company does not have access to, nor does it maintain, the User's private keys, seed phrases, or other credentials that would grant the Company custody or control over the User's assets. The User’s interaction with any third-party provider is subject to the terms and conditions of such third party, and the Company assumes no liability for their acts, omissions, or insolvency.

4. PROHIBITED USE AND RESTRICTIONS

4.1. The User shall not utilize the Services for any purpose that is unlawful, malicious, or otherwise prohibited by these Terms. The categories of prohibited activities and restricted business practices set forth in Articles 4.2 and 4.3 are non-exhaustive and provided for illustrative purposes only. The Company reserves the absolute, unilateral, and final right to determine, in its sole and subjective discretion, whether any activity or business practice constitutes a breach of this Article.

4.2. Usage of the Services is strictly prohibited in connection with:

Transactions involving proceeds from illegal acts or violating any applicable law, statute, ordinance, or regulation.

Transactions involving any person, entity, or jurisdiction subject to international sanctions programs, specifically including those administered by OFAC, the United Nations, the European Union, or the UK Treasury.

The sale or distribution of narcotics, controlled substances, marijuana/cannabis, pseudo-pharmaceuticals, firearms, munitions, explosives, or any items designed to facilitate illegal drug use.

Services related to sexually explicit content, adult entertainment, or escort services.

High-risk or deceptive financial practices, including pyramid or Ponzi schemes, multi-level marketing, "get rich quick" schemes, unregulated high-yield investment programs (HYIP), or items used for speculation and hedging.

Engaging in any form of unlicensed aggregation of funds owed to third parties, payment facilitation on behalf of others, or acting as a "money transmitter" without appropriate licensing.

Any transactions or business activities related to cloud-mining operations or unregulated digital asset mining pools.

Any transaction or business model deemed by the Company to pose an elevated regulatory, legal, compliance, or reputational risk to the Company or its banking and liquidity partners.

4.3. The User is strictly prohibited from:

Imposing an unreasonable or disproportionately large load on the Company’s infrastructure or detrimentally interfering with, intercepting, or expropriating any system, data, or information.

Transmitting or uploading any material containing viruses, trojan horses, worms, or other harmful or deleterious programs.

Attempting to gain unauthorized access to the Software, other User accounts, or computer systems connected to the Services through password mining or any other means.

Reproducing, duplicating, selling, reselling, or sublicensing the Software or Services, or providing access to the Services on behalf of third parties without express prior written authorization.

Altering, manipulating, or obscuring the display of the Website or Services, or using any automated scripts, robots, or spiders to collect information from the Technology.

4.4. The Company reserves the right, at any time and without prior notice, explanation, or liability, to:

Immediately suspend, restrict, or terminate the User’s access to the Services or any specific Account.

Refuse to process, block, any Transaction if the Company reasonably believes it violates these Terms or poses an unacceptable risk.

Report any suspicious or prohibited activity to relevant financial intelligence units or law enforcement authorities, and cooperate fully with any governmental investigation.

4.5. The User expressly acknowledges and agrees that the Company shall not be liable for any losses, damages, or inconveniences (including loss of profits, data, or business reputation) resulting from enforcement actions taken under this Article. The Company is under no obligation to disclose the specific reasons for such enforcement actions if doing so would violate compliance duties.

4.6. If you are uncertain whether your proposed use of the Services involves a prohibited use or have questions regarding the application of these requirements to your specific business model, you must contact us at [email protected] prior to commencing any such activity.

5. VERIFICATION, COMPLIANCE, AND AML/CTF PROCEDURES

5.1. Access to the Services is strictly contingent upon the User successfully completing the Company’s mandatory Know Your Customer (KYC) and Know Your Business (KYB) procedures. The Company reserves the absolute right to reject any registration request or terminate an existing Account at its sole discretion, without prior notice or explanation, if the information provided is deemed inaccurate, incomplete, obsolete, or otherwise fails to satisfy internal compliance standards or risk appetite.

5.2. The User shall provide the Company with all information and documentation deemed necessary by the Company to verify the User’s identity, legal status, authority, and the nature of its business activities. Such requests may include, without limitation, identification data for the User’s principals, directors, and ultimate beneficial owners, as well as comprehensive evidence regarding the legitimate source of funds, source of wealth, and assets processed through the Services. The Company reserves the right to request translated and apostilled copies of any such documents at the User's expense.

5.3. The Company shall perform ongoing monitoring of all Transactions using automated and manual systems and may, at any stage of the business relationship, demand updated or supplementary documentation to ensure continued compliance with applicable AML/CTF legal requirements. The User is under a strict obligation to notify the Company in writing of any material changes to its registration data, operational jurisdiction, or corporate structure within ten (10) Business Days of such change.

5.4. The User expressly authorizes the Company to retrieve, verify, and share information regarding the User with third-party service providers, including but not limited to credit bureaus, identity verification specialists, blockchain analytics providers, and competent legal authorities. The Company reserves the right to utilize such third-party data to assess the regulatory, financial, or reputational risk associated with the User’s Account and to block any incoming Virtual Asset transfers that are flagged as high-risk by such providers.

5.5. The Company does not provide Services to, nor does it process Transactions for, individuals or entities located in, or citizens of, jurisdictions subject to international sanctions or those identified as high-risk by internal and external regulatory bodies. The Company reserves the right to restrict access to the Services based on geographic location or IP address at its absolute discretion and may implement technical barriers (geofencing) to enforce such restrictions.

5.6. The Company shall have the right to restrict, suspend, or limit a User’s access to the Services, including the ability to initiate withdrawals, if activity is deemed suspicious, unusual, or indicative of financial crime. The Company shall not be held liable for any damages, losses, liquidated damages, or default on contractual obligations resulting from such enforcement actions or from its compliance with mandatory legal reporting duties to relevant authorities. The User acknowledges that legal "tipping-off" provisions may prevent the Company from disclosing the specific reasons for any account freeze or investigation.

6. INVOICING, TRANSACTION FINALITY, AND PAYMENT EXCEPTIONS

6.1. To initiate a payment, the User must generate an Invoice via the technical interface, which specifies the settlement amount and the designated Virtual Asset. The exchange rate provided is guaranteed only within the strictly defined and displayed UI Timeout window. Any payment received after the expiration of this window is considered an "Orphan Payment" and shall be subject to current market rates at the time of actual processing, and the User expressly assumes all resulting volatility risks.

The Company reserves the right to cancel any Invoice or Transaction if the exchange rate provided was the result of a technical error, 'oracle failure', or manifest discrepancy with global market rates exceeding 5%.

6.2. The User acknowledges that Virtual Asset transactions are inherently irreversible. Once a Transaction has been broadcast to the blockchain or initiated through the Services, the Company has no technical or legal capacity to cancel, reverse, or void such Transaction, regardless of whether it was initiated in error by the User or the Customer.

6.3. An Invoice is deemed "Complete" only when the full required amount has been received and has achieved the requisite number of block confirmations as determined unilaterally by the Company’s internal risk protocols. The Company shall not be liable for settling Invoices that do not meet these criteria, and any communication by the User to a Customer regarding payment status prior to official completion is done at the User's sole risk.

In the event of a blockchain reorganization ('reorg') or a double-spend attack that results in a previously confirmed Transaction being reversed by the network, the Company shall have the right to debit the User’s Account for the corresponding amount or require the User to reimburse the Company for any resulting loss.

6.4. An Underpayment occurs when a Customer transmits less than the total amount required by the Invoice. In such events, the Invoice remains incomplete. The Company may, at its discretion, credit the partial funds to the Account, but the User remains solely responsible for securing the remaining balance. The Company reserves the right to ignore and not credit payments that are below the Company’s minimum processing threshold or the network's "dust" limit. Any subsequent transactions initiated to fulfill the remaining balance shall be treated as separate Transactions subject to additional Fees.

6.5. If a Customer transmits funds in excess of the Invoice amount, only the specific amount required to fulfill the Invoice will be applied to the User’s Balance. The excess funds are not automatically applied and may be non-recoverable if they fall below administrative fee thresholds. All valid refund requests for excess funds are subject to the deduction of administrative processing fees and applicable Miner Fees.

6.6. The Company assumes no liability for Virtual Assets sent to incorrect Wallet addresses, via unsupported blockchain networks, or involving assets not officially supported by the Services. Such "Invalid Payments" are deemed non-recoverable. The Company is under no obligation to attempt the retrieval of these assets, and the Customer or User may lose all value associated with such transmissions.

6.7. All Transactions are reflected in the User’s Account dashboard. The User is under a strict obligation to identify and report any errors or discrepancies within thirty (30) calendar days from the date the Transaction appears in the Account. Failure to notify the Company within this period constitutes absolute and irrevocable acceptance of the record as final and accurate. The Company shall not be liable for any errors identified after the expiration of this window, regardless of the cause.

6.8. The Company assumes no technical or legal responsibility for identifying or recovering Orphan Payments. The User acknowledges that Orphan Payments may be subject to significant delays in processing. Recovery of such funds, if technically feasible and above minimum thresholds, shall be subject to a separate administrative fee.

7. LIMITATION OF LIABILITY AND INDEMNITY

7.1. The Services and all related technology, software, and Materials are provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, the Company expressly disclaims all warranties, representations, and conditions of any kind, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and title. The Company does not warrant that the Services will be uninterrupted, error-free, timely, or secure, or that any information obtained through the Services will be accurate or reliable. The User acknowledges that the Company does not control the transfer of data over communications facilities, including the internet, and that the Services may be subject to limitations and delays inherent in the use of such facilities.

7.2. The User acknowledges the inherent risks associated with Virtual Assets and blockchain technology. The Company shall not be liable for any losses arising from:

Protocol changes, "forks," or technical failures of underlying blockchain networks.

Unauthorized access to Wallets, Transactions, or Credentials resulting from the User’s failure to maintain security.

Server outages, internet disruptions, malicious attacks (including hacking and viruses), or network congestion.

The loss of Virtual Currency due to market volatility, regulatory uncertainty, or the actions of third-party liquidity providers.

Actions, regulations, or orders of any governmental or regulatory authority, including the freezing of assets or mandatory disclosure of data.

7.3. To the maximum extent permitted by law, in no event shall the Company, its affiliates, directors, or agents be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages. This exclusion includes, without limitation, damages for loss of profits, revenue, data, goodwill, business reputation, or the cost of procurement of substitute goods or services, regardless of the theory of liability and even if the Company has been advised of the possibility of such damages.

The Company assumes no liability for losses resulting from the inherent nature of blockchain technology, including but not limited to network congestion, protocol failures, forks, malicious attacks on the network, or the acts and omissions of third-party liquidity providers and financial institutions.

7.4. Nothing in these Terms shall limit or exclude the Company’s liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors; (b) fraud or fraudulent misrepresentation.

7.5. If performance of any Company’s obligations is prevented, restricted, or interfered with, by reason of: fire, flood, earthquake, explosion or other casualty or accident or act of God; strikes or labor disputes; inability to procure or obtain delivery of parts, supplies, power, telecommunication services, equipment or software from suppliers, war or other violence; any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental authority; or any other act or condition whatsoever beyond our reasonable control, the Company will be excused from such performance to the extent of such prevention, restriction or interference

7.6. The total aggregate liability of the Company arising out of or in connection with these Terms or the use of the Services shall not exceed the total amount of Fees actually paid by the User to the Company during the three (3) month period immediately preceding the event giving rise to the claim. Any claims against the Company must be brought within three (3) months of the occurrence of the event giving rise to the claim, or be forever barred.

7.7. The User agrees to indemnify, defend, and hold harmless the Company, its affiliates, and their respective directors, officers, and employees from and against any and all claims, losses, liabilities, damages, and expenses (including reasonable legal fees) arising from:

The User’s access to or use of the Services.

Any breach of these Terms or the User’s representations and warranties.

The User’s violation of any third-party right, including intellectual property or privacy rights.

Any underlying commercial Transaction between the User and its Customers, or the quality and legality of the User’s goods and services.

The User's failure to comply with applicable tax, AML, or CTF laws and regulations.

Any claims brought by the User’s Customers or other third parties related to the User’s use of the Services.

7.8. The User agrees that the Company may set off any losses or damages it suffers arising from the User's breach of these Terms against any Balances held in the User’s Account.

7.9. To the maximum extent permitted by applicable law, the User and the Company agree that any dispute resolution proceedings will be conducted solely on an individual basis and not in a class, consolidated, or representative action.

8. FEES AND PAYMENT TERMS

8.1. In consideration for the provision of the Services, the User agrees to pay the Fees as specified on the Website or displayed within the User’s Account interface. All Fees are exclusive of applicable taxes, and the User is responsible for any duties, levies, or assessments imposed by any jurisdiction.

8.2. Unless otherwise agreed in writing, the Company shall automatically deduct applicable Fees from the Balance available in the User’s Account at the time a Transaction is processed. Such deduction is performed solely for the purpose of operational fee settlement and does not constitute asset management.

If the primary Virtual Asset Balance is insufficient to cover the due Fees, the Company reserves the right to deduct the equivalent amount from any other Virtual Asset held within the User’s Account. If the total Balance is insufficient, the Company reserves the right to suspend the Services or cancel pending Transactions without liability.

8.3. All Virtual Asset Transactions incur network fees ("Miner Fees") required by the underlying blockchain protocols to ensure processing and confirmation. The User acknowledges that Miner Fees are highly volatile, are not collected by the Company, and are non-refundable even if a Transaction or refund is not successfully executed. The User further acknowledges that the final amount received by the User or the Customer may differ from the sent amount due to the deduction of these network costs.

8.4. To cover the ongoing administrative, compliance, and infrastructure costs of maintaining an operational Account, the Company reserves the right to charge a monthly Inactivity Fee of 50.00 USD (or its equivalent in Virtual Currency) if the total turnover of Transactions within the Account is less than 1,000.00 USD per month.

An Account shall be designated as an “Abandoned Account” if: (i) there have been no processed Transactions for a period of twelve (12) consecutive months; or (ii) the User’s registered contact email address is determined to be invalid, non-functional, or otherwise unreachable.

Prior to designating an Account as Abandoned, the Company shall provide at least thirty (30) days’ notice via the User’s registered email address to explicitly inform them of the impending status change. Should the email address be invalid, the Account shall be deemed Abandoned only upon the completion of the twelve (12) month inactivity period, and the Company shall be exempt from the thirty (30) day prior notice requirement.

Once an Account is designated as Abandoned, the Company shall continue to deduct the Inactivity Fee on a monthly basis until the Account balance reaches zero, at which point the Account may be closed without further notice. The User’s failure to respond to the notice or maintain a functional contact email shall be deemed as irrevocable consent to these charges and the subsequent closure of the Account once the balance is fully exhausted.

8.5. All Fees paid to the Company are non-refundable, non-reversible, and must be paid without any deduction, set-off, or counterclaim. The Company reserves the right to adjust its Fee schedule at its sole discretion upon providing notice through the Website or the User’s Account. The User’s continued use of the Services following a fee adjustment constitutes irrevocable acceptance of the new Fee schedule.

8.6. The User shall be solely responsible for any additional commissions or service fees charged by third-party providers, liquidity partners, or banking institutions used by the User for deposits or withdrawals. The Company is not liable for any discrepancies in the final amount received resulting from third-party fee deductions or exchange rate spreads applied by such intermediaries.

9. UNSUPPORTED, DECLINED, AND INVALID PAYMENTS

9.1. The User acknowledges that the Company operates as a technical processor and does not have the ability to identify or rectify errors made by Customers or the User during the transmission of Virtual Assets. The User assumes all risks associated with the technical parameters of such transmissions, including but not limited to incorrect network selection, insufficient gas limits, and the omission of required destination tags or MEMOs.

9.2. The Company shall not be liable for any assets sent to a Wallet address that are not explicitly supported by the Services at the time of the transaction. This includes, without limitation:

Assets sent via a blockchain network (protocol) not supported by the Company (e.g., sending tokens via the BSC network to an Ethereum-only address);

Virtual Assets that have not been integrated into the Company’s Software;

Transactions involving "wrapped" tokens, Layer-2 solutions, sidechains, or smart contract-based assets not pre-approved by the Company.

9.3. Any Virtual Assets sent under the circumstances described in Clause 9.2 are deemed "Invalid Payments" and are considered permanently lost. The Company is under no legal or technical obligation to attempt recovery, nor shall it be liable for the fiat-equivalent value of such lost assets at any time. The Company shall not be held liable for any fluctuations in the value of Virtual Currency during the period a Transaction is declined or held for review.

9.4. The Company reserves the unilateral right to decline or block any incoming Transaction that:

Originates from a high-risk or sanctioned source as identified by the Company’s compliance monitoring tools.

Exceeds the transaction limits assigned to the User’s Account.

Occurs during a period of system maintenance or network instability.

Is deemed to be part of a "double-spend" attempt, a "dust" attack, or other fraudulent activity.

9.5. In the event of an Invalid or Declined Payment, the Company is not required to provide notice to the Customer. The User is solely responsible for managing all communications and disputes with the Customer regarding failed or unsupported transmissions. The User warrants that it has informed its Customers that Virtual Currency transactions are irreversible and that failed transmissions due to Customer error may result in the total loss of funds.

10. REFUNDS AND ADJUSTMENTS

10.1. The establishment, maintenance, and execution of refund policies remain the exclusive responsibility of the User. The Company operates strictly as a technical service provider and shall not act as a mediator or a party to any refund agreement between the User and its Customers. The User warrants that it has clearly communicated to its Customers that Virtual Asset payments are non-reversible and that any refunds are subject to the Company's technical limitations.

10.2. Where the Services facilitate refund initiation, the Company may, at its sole discretion, process a refund on behalf of the User. Any such processing is strictly subject to the following cumulative conditions:

Successful and unambiguous identification of the original Transaction within the Company's system.

The presence of a sufficient Balance in the User’s Account to cover the full refund amount plus all associated costs and Fees.

The refund request must meet the minimum refundable amounts established by the Company from time to time.

Satisfactory completion of internal risk, fraud, and AML/CTF compliance reviews.

10.3. Refunds are executed in a digital asset selected by the Company at its sole discretion (typically USDT or USDC). Where the original Transaction was made in a different Virtual Asset, the refund amount shall be calculated based on the exchange rate of the original Virtual Asset to the chosen stablecoin at the time and date the refund is processed, or the date the original Transaction was recorded, at the Company's sole and commercially reasonable choice based on available liquidity. The Company shall not be liable for any fiat-value discrepancies resulting from this conversion. The User and Customer expressly acknowledge that they bear all risks related to exchange rate fluctuations, liquidity availability, and currency conversion spreads.

10.4. All Transactions related to refunds incur mandatory costs that are not subject to reimbursement. These include:

Miner Fees required to broadcast and confirm the refund on the blockchain.

Administrative and service Fees charged by the Company for executing the refund, which will be deducted from the available Balance or the refund amount. Original service Fees paid for the initial payment Transaction are non-refundable and will not be returned.

10.5. The User must obtain the Customer's informed consent regarding the refund asset, fees, and conversion method prior to initiating the request. Once a refund Transaction is initiated and broadcast to the blockchain network, it is final, irreversible, and the Company is automatically and irrevocably released from any further liability regarding the value, receipt, or loss of such funds. The Company is not responsible for any errors in the destination Wallet address provided by the User or the Customer.

11. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

11.1. The User acknowledges and agrees that the Services, the proprietary software, APIs, technical infrastructure, Website, and all content, materials, code, graphics, algorithms, database structures, and functional logic associated therewith (collectively, the “Materials”) are the exclusive property of the Company or its licensors. Access to the Services does not constitute a sale, assignment, or transfer of any intellectual property rights, title, or interest to the User.

11.2. Subject to the User's continued compliance with these Terms, the Company grants the User a personal, limited, revocable, non-exclusive, and non-transferable license to utilize the Services solely for their intended internal business purposes. The User is strictly prohibited from and shall not permit any third party to:

Reverse-engineer, decompile, disassemble, duplicate, redistribute, or extract the source code of any Materials provided by the Company;

Modify, create derivative works of, or publicly display any portion of the Materials without express written consent;

Use the Materials to develop a competing product or service or to conduct benchmark tests for competitive purposes.

11.3. All trademarks, service marks, logos, and trade names used within the Services are the proprietary marks of the Company. No right or license is granted to the User to utilize these marks for any marketing, advertising, or public-facing purpose without express prior written authorization from the Company. Any goodwill generated from the use of the Company’s marks shall insure solely to the benefit of the Company.

11.4. Any feedback, suggestions, comments, or ideas for system enhancements provided by the User shall immediately become the exclusive property of the Company upon communication. The Company may utilize such feedback to modify, expand, or improve the Services without any obligation to provide compensation, royalties, credit, or confidentiality to the User. The User hereby waives any moral rights or proprietary claims related to such feedback.

12. TAXES AND FINANCIAL REPORTING

12.1. The User acknowledges that they are solely and exclusively responsible for determining what, if any, taxes apply to the payments received through the Services. It is the User's sole obligation to assess, collect, report, and remit the correct taxes to the appropriate tax authorities in any relevant jurisdiction. The Company shall not be liable for any tax-related liabilities, interests, or penalties incurred by the User as a result of using the Services.

12.2. The Company is a technical infrastructure provider and does not provide tax, accounting, or legal advice. No information provided via the Services or on the Website shall be construed as a professional recommendation regarding the tax implications of processing Virtual Assets. The User is encouraged to seek independent professional advice regarding their specific tax obligations.

12.3. As a payment gateway, the Company is not responsible for the submission of financial statements, balance sheets, or transaction reports to state bodies or regulators on behalf of the User. All liability for late, incomplete, or inaccurate financial reporting rests solely with the User. The User acknowledges that the Company is not a tax withholding agent and will not withhold any taxes from Transactions unless mandated by a specific legal requirement.

12.4. Notwithstanding the above, the Company reserves the right to disclose Transaction data and User information to governmental or tax authorities where mandated by a valid subpoena, court order, mandatory disclosure regime, or applicable law. The User agrees to indemnify and hold the Company harmless against any fines, losses, or penalties resulting from the User’s failure to comply with their tax and reporting obligations. This indemnity shall survive the termination of these Terms.

13. SECURITY AND CREDENTIALS

13.1. The User is solely and exclusively responsible for maintaining the absolute confidentiality and security of all Account Credentials, including registration emails, passwords, two-factor authentication (2FA) codes, and API keys. Any instruction, Transaction, or modification initiated through the Account using valid Credentials shall be deemed by the Company to be conclusively authorized by the User.

13.2. The Company shall not be liable for any loss of funds, data, or assets resulting from the unauthorized access to the User’s Account due to the compromise of Credentials, "phishing" attacks, or the User’s failure to secure their local hardware and software environment.

13.3. The User must notify the Company’s Support Team immediately upon suspecting that their Credentials or Account security has been compromised. Upon receipt of such notification, the Company will use reasonable efforts to suspend Account access, but assumes no liability for any Transactions executed prior to the effective implementation of such suspension.

14. AML/CTF COMPLIANCE AND MONITORING

14.1. The User represents and warrants that all activities conducted through the Services shall comply with all applicable Anti-Money Laundering (AML) and Counter-Terrorism Financing (CTF) laws and regulations, as well as international sanctions programs administered by OFAC, the UN, the EU, and the UK Treasury. The User further warrants that it has implemented its own adequate internal AML/CTF procedures where required by its local jurisdiction.

14.2. The Company employs automated and manual systems to monitor Transactions for indicators of financial crime. The Company reserves the unilateral and absolute right to freeze Balances, delay settlements, restrict Account access, or block Transactions indefinitely if they are deemed suspicious, unusual, or associated with high-risk jurisdictions, "mixing" services, or "darknet" entities. Such actions may be taken based on the Company’s internal risk appetite and without prior notice to the User. To facilitate such monitoring, the User agrees to provide any additional information or documentation requested by the Company to verify the source of funds, the identity of parties involved, or the nature of a transaction. The User acknowledges that failure to provide satisfactory documentation within the timeframe specified by the Company shall constitute a material breach of these Terms, granting the Company the right to immediately suspend or terminate the business relationship without further liability.

14.3. The Company is subject to mandatory legal reporting requirements and may be obligated to disclose User information and Transaction data to financial intelligence units or law enforcement without notifying the User. The User acknowledges that the Company is legally prohibited from disclosing the existence or content of such reports (the "anti-tipping-off" rule). The User expressly waives any and all claims against the Company for its compliance with such reporting duties and any resulting delays or loss of access to funds.

14.4. The User warrants that neither it, nor its directors, officers, or beneficial owners, are included on any international sanctions lists. Any violation of this warranty, or any attempt to use the Services from a prohibited jurisdiction, shall result in the immediate termination of the business relationship and the potential forfeiture or permanent freezing of associated Balances as required by law or regulatory order.

15. WARRANTY DISCLAIMER AND ACKNOWLEDGMENT OF RISKS

15.1. To the maximum extent permitted by applicable law, the Services and Materials are provided on an "as-is" and "as-available" basis. The Company expressly disclaims all warranties, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and quiet enjoyment.

15.2. The Company does not warrant that the Services will be uninterrupted, error-free, or compatible with any specific hardware or software. The User acknowledges that the Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications.

15.3. The User acknowledges and assumes all risks associated with Virtual Assets, including:

Volatility: The extreme fluctuation in value of Virtual Assets relative to fiat currencies.

Regulatory Risk: The potential for legislative or regulatory changes that may restrict the use or value of the Services.

Protocol Failure: Vulnerabilities, hacking, or technical failures within the underlying blockchain protocols or "forks" that may alter the nature or value of a Virtual Asset.

Irreversibility: The fact that once a Transaction is broadcast, it cannot be reversed or recovered by the Company.

15.4. The User acknowledges that Balances held within the Company’s technical infrastructure are not insured by any governmental agency or private insurance scheme.

15.5. In the event of a network 'fork', the Company reserves the sole and absolute right to determine which forked network to support. The Company is under no obligation to support, or credit the User with, any new tokens or assets resulting from a fork, and shall not be liable for any losses or lost opportunities arising from such a decision.

15.6. The Company is under no obligation to support any forks, airdrops, or secondary tokens associated with the supported Virtual Assets. Any such assets reaching the Company’s technical infrastructure shall be deemed unsupported and may be non-recoverable.

15.7. No information, whether oral or written, obtained by the Client from the Company or through the Services shall create any warranty not expressly stated in these Terms.

16. TERMINATION AND SUSPENSION

16.1. The Company reserves the right to immediately suspend or terminate the User’s Account and access to the Services at any time and for any reason, including but not limited to suspicious or fraudulent activity, money laundering or terrorist financing risks, regulatory changes, or any breach of these Terms, with or without prior notice. The Company may also terminate the relationship if the User’s business model no longer meets the Company’s risk appetite, or if the Account has a zero balance for twelve (12) consecutive months or more.

16.2. The User may terminate their Account by providing fourteen (14) days' prior written notice to the Company’s Support Team. Such termination is subject to the completion of all pending Transactions, the payment of all outstanding Fees, and the provision of any documentation required to validate the User’s identity.

16.3. The User is granted a seventy-two (72) hour “Withdrawal Window” from the effective date of termination to withdraw any remaining Balances. This window shall be paused if the Account is subject to an ongoing compliance review under Article 14.

16.4. The Company reserves the right to charge a reasonable administrative termination fee, which may be up to the remaining Balance, to cover the costs of account closure and regulatory compliance. The Company shall not be liable to the User or any third party for any damages resulting from the closure of the Account in accordance with these Terms. Notwithstanding termination, the Company reserves the right to preserve Account records and Transaction data for the period required by applicable law and regulatory purposes.

17. GOVERNING LAW, ARBITRATION AND CLASS ACTION WAIVER

17.1. These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

17.2. Any dispute, controversy, or claim arising out of or relating to these Terms, including the formation, validity, or termination thereof, shall be referred to and finally resolved by arbitration under the LCIA Rules (London Court of International Arbitration), which Rules are deemed to be incorporated by reference into this Clause.

The tribunal shall consist of one (1) arbitrator;

The seat, or legal place, of arbitration shall be London, United Kingdom;

The language to be used in the arbitral proceedings shall be English.

17.3. To the maximum extent permitted by applicable law, the User and the Company agree that any dispute resolution proceedings will be conducted solely on an individual basis and not in a class, consolidated, or representative action.

17.4. No arbitration under Article 17.2 shall be joined to any other arbitration involving any other party subject to these Terms.

18. AMENDMENTS TO TERMS, SERVICES, AND FEES

18.1. The Company reserves the right to amend, modify, or update these Terms, the Fee schedule, and any policies located on the Website at its sole and absolute discretion. Such changes may be necessitated by regulatory requirements, security enhancements, or operational adjustments.

18.2. Amendments will be communicated by updating the "Last Updated" date at the top of these Terms. Unless immediate implementation is required by Applicable Law or urgent security needs, changes shall become effective 15 calendar days after being posted on the Website. The Company is not obligated to provide individual email notifications for every minor change; it remains the User’s sole responsibility to review the Website periodically for updates.

18.3. The User’s continued access to or use of the Services following the effective date of any changes constitutes an irrevocable and legally binding acceptance of the revised Terms and Fees. If the User disagrees with any such amendment, their sole and exclusive remedy is to cease using the Services and terminate their Account in accordance with Article 16.

18.4. The Company may, at any time and without prior notice or liability, alter, enhance, restrict, or terminate any functionality, feature, or portion of the Services. The User acknowledges that there is no guarantee that the Services or specific Virtual Asset support will remain available for any particular period of time. The Company shall not be liable for any losses, including "lost profits," resulting from the removal or modification of any Service feature.

18.5. The Company reserves the right to adjust its Fees upon providing notice via the Website or the User’s Account dashboard. New Fees shall apply to all Transactions initiated after the effective date of the adjustment. The User acknowledges that exchange rate spreads and third-party costs are subject to real-time market fluctuations and may change without prior notice.

19. MISCELLANEOUS PROVISIONS

19.1. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

19.2. The failure of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

19.3. All notices to the Company must be sent in writing to [email protected]. The Company may provide notices to the User via the email address associated with the User's Account.

20. ASSIGNMENT AND TRANSFER

20.1. The User may not assign, transfer, delegate, or sublicense any of its rights or obligations under these Terms to any third party—whether by operation of law, change of control, or otherwise—without the prior express written consent of the Company. Any attempted assignment or transfer in violation of this Section shall be null, void, and of no legal effect.

20.2. The Company reserves the absolute and unrestricted right to assign, transfer, or delegate its rights and obligations under these Terms, in whole or in part, to any affiliate, subsidiary, or third-party successor at its sole discretion. This includes, without limitation, cases of merger, acquisition, corporate reorganization, or the sale of all or substantially all of the Company’s assets.

20.3. In the event of an assignment by the Company, the assignee shall assume all rights and obligations from the effective date of the transfer. The User hereby agrees that upon such assignment, CodeWave Solutions LTD shall be automatically and fully released from all future obligations and liabilities arising under these Terms.

20.4. The User’s continued use of the Services following any such assignment or transfer by the Company shall be conclusively deemed as the User’s consent to the novation of these Terms in favor of the assignee.