KGOLD Token Terms and Conditions
The Kulce Gold Token (the “KGold Token”) is a cryptographic token issued by Kulce Commodities Sociedad Anonima S.A., a company incorporated in Panama (the “Issuer”), and compliant with applicable blockchain standards. The Kulce Token represents certain rights and interests in an equivalent amount of physical gold.
Such physical gold is held and maintained on behalf of Kulce Token holders by one or more custodians appointed by the Issuer from time to time (each, a “Custodian”), together with other service providers engaged by the Issuer from time to time (each, an “Authorized Entity” and collectively, the “Authorized Entities”).
Subject to the terms and conditions set forth herein, KGold Token holders may redeem their KGold Tokens for supported U.S. dollar-denominated stablecoins (the “Stablecoins”).
Upon the sale of KGold Tokens, legal ownership of the corresponding physical gold transfers to the KGold Token Holders, while physical possession of that gold remains with the Issuer for custody and administrative purposes on behalf of the KGold Token Holders. For the avoidance of doubt, the Issuer does not itself operate secure vaults or provide professional custody services; all such physical custody, vaulting, and safekeeping services are provided by independent third-party custodians (each, a “Custodian”). The Issuer shall not be directly responsible for the acts or omissions of such Custodians, but shall exercise reasonable care in their selection and ongoing oversight.
To the extent there is any conflict between these Kulce Gold Token Terms (the “Token Terms”) and the terms of any other agreement you (as a user or customer, as applicable) may have with Kulce Commodities Sociedad Anonima S.A. (including, without limitation, the general Terms and Conditions, Privacy Policy, or any platform or service-specific terms, collectively, the “Kulce Contractual Documentation”), the provisions of these Token Terms shall govern and prevail with respect to your use of the KULCE Token.
For the avoidance of doubt, these Kulce Gold Token Terms constitute an addendum to, and form an integral part of, the Kulce Contractual Documentation, and shall be deemed incorporated therein by reference.
1. Acceptance Of Terms
Any acquisition, holding, transfer, redemption, or other use of the Kulce Gold Token (“KGOLD”), as well as any access to the Kulce website (the “Website”) or use of any related websites, platforms, hosted applications, mobile applications, or other technologies or services provided by Kulce Commodities Sociedad Anonima (collectively, the “KGold Services”), constitutes your agreement to be bound by these KGOLD Token Terms (the “Token Terms”).
These Token Terms are incorporated by reference into, and form an integral part of, the Kulce general terms and conditions, privacy notices, and any other applicable policies, guidelines, or documentation (collectively, the “Kulce Documentation”), as may be amended from time to time. You acknowledge that you have reviewed and understood the disclosures set forth in these Token Terms and the Kulce Documentation.
You are advised to review these Token Terms carefully prior to accessing or using the KGOLD Services in order to understand your rights, obligations, and any applicable limitations. If you do not agree to these Token Terms (including any amendments), you must immediately discontinue any access to or use of the KGOLD Services.
Acceptance of these Token Terms may be provided electronically, including through the use of “I Agree” buttons or similar acknowledgment mechanisms on the Website or through any digital interface. Such electronic acceptance shall have the same legal validity and enforceability as a handwritten signature.
2. Definitions
Allocated Gold: A specific gold bar held in an LBMA-approved security carrier vault, identifiable by a unique serial number, weighting and purity percentage.
Segregated Gold: Physical gold that is held separately and distinctly for the benefit of KGOLD holders and is not commingled with the assets of the Custodian, the Issuer, or any third party.
Vault: A secure storage facility operated by or on behalf of a Custodian for the safekeeping of physical gold.
Custodian: Any independent third-party entity appointed by the Issuer to hold, safeguard, and administer physical gold backing KGOLD.
LBMA: London Bullion Market Association.
Redemption: The process by which a holder of KGOLD requests the exchange of KGOLD for supported stablecoins, subject to applicable conditions.
Minting: The creation and issuance of new KGOLD tokens against the deposit or allocation of physical gold.
Quote: A price quotation provided by the Company in connection with a minting or redemption transaction, which includes the applicable price, quantity, and fees, and which shall lapse if not accepted within the specified period.
Underlying Assets: The physical gold corresponding to the KGold Tokens, consisting of LBMA Gold 1 kilogram bars or LBMA Good Delivery bars, held in physical form by one or more custodians or authorized custodians, on either an allocated or unallocated basis, on behalf of the Company for the benefit of KGold Token holders.
Stablecoin: Digital assets pegged to fiat currency, as may be supported by the Issuer from time to time.
3. Eligibility
3.1. Eligibility Requirements
3.1.1. You maintain an active account in good standing on the Kulce platform (the “Account”) and comply with all applicable requirements, policies, and procedures of such platform, as may be updated from time to time.
3.1.2. You meet any investor qualification, accreditation, or similar requirements applicable under the laws and regulations of your jurisdiction.
3.1.3. You are at least eighteen (18) years of age, or otherwise have the legal capacity to enter into binding agreements under applicable law.
3.1.4. You are not, and are not acting on behalf of, any individual or entity that is subject to any economic or trade sanctions administered or enforced by any competent governmental or regulatory authority, including but not limited to those imposed by the United States, the European Union, the United Kingdom, or the United Nations, nor are you located, organized, or resident in any jurisdiction that is subject to comprehensive sanctions or embargoes (each, a “Restricted Person”).
3.1.5. You do not use the KGOLD Services, directly or indirectly, for or on behalf of any Restricted Person.
3.1.6. You are not a citizen, resident, or otherwise located in any jurisdiction where the offering, distribution, or use of KGOLD is restricted or prohibited under applicable law or regulation, as determined by the Issuer in its sole discretion.
4. KGold Token Specifications.
4.1. The KGold Token constitutes a cryptographic token operating on one or more blockchain networks and is divisible up to eighteen (18) decimal places. The KGold Token is issued by the Kulce Commodities S.A. and may only be transferred to persons satisfying the eligibility requirements set forth in Article 3.
4.2. Each KGold Token represents legal and beneficial rights in respect of one (1) gram of physical gold, consisting of LBMA Gold 1 kilogram bars or LBMA Good Delivery bars (the “Underlying Assets”). Such Underlying Assets are stored in physical form with one or more custodians, or other authorized service providers appointed by the Company from time to time.
4.3. Underlying Assets are held physically by the relevant custodian(s), the KGold Token constitutes a digital representation of such assets on the Platform. Accordingly, ownership and transfers of KGold Tokens are recorded and effected digitally on the Platform, whereas the physical gold remains stored and safeguarded by the custodian.
4.4. Subject to the terms set forth in Article 6, KGold Token Holders may redeem their KGold Tokens for a corresponding amount of Supported Stablecoins.
5. Minting KGold Tokens.
5.1. KGold Tokens are issued by the Company only against the transfer of LBMA-standard gold and/or Supported Stablecoins, and are thereby created (“minted”) upon such transfer. Once the relevant assets are received and accepted, the Company shall allocate and credit an equivalent amount of KGold Tokens to your Account.
5.2. Where minting is requested against physical gold, you must demonstrate—through documentation acceptable to the Company—that the gold complies with applicable LBMA standards, including relevant bar lists, refinery certifications, warehouse records, or similar evidence. The Company may decline any minting request if such compliance cannot be satisfactorily confirmed. Any verification, refining, or related costs shall be borne by you.
5.3. In cases where Supported Stablecoins are used, the required amount must be transferred to the Company either from your Account or from a pre-approved and whitelisted wallet address designated for this purpose.
5.4. Following submission of a minting request, the Company will provide a pricing confirmation (a “Quote”) setting out the key transaction terms, including valuation and applicable fees. Such Quote must be accepted within the indicated period; otherwise, it may lapse and be replaced with a revised Quote at the Company’s discretion. Upon acceptance of the Quote and successful receipt of the relevant assets, KGold Tokens will be issued and credited to your Account, generally within a T+3 settlement timeframe. Once a minting transaction has been initiated or completed, it cannot be revoked or amended.
5.5. Holding KGold Tokens does not grant any form of equity, ownership, or participation rights in the Company or any affiliated entity.
5.6. The Kulce Commodities S.A. may, at its discretion, suspend, reject, or alter any minting request or associated Quote if it identifies potential legal, regulatory, security, or operational concerns, including inaccuracies, system risks, or suspected non-compliance with these Terms.
5.7. For the avoidance of doubt, under no circumstances shall any KGold Token be created, minted, or issued prior to the corresponding physical gold backing such token being fully purchased, allocated, and securely deposited under the custody of the designated Custodian. The Company shall maintain a strict 100% physical gold backing ratio at all times, ensuring that no KGold Token shall ever exist or enter into circulation without its underlying physical gold equivalent being physically present in the vault first.
6. Redeeming KGold Tokens.
6.1. KGold Token Holders may submit a redemption request at any time, subject to these Terms. At the time of submission, the full amount of KGold Tokens to be redeemed must be available in the user’s Account. The redemption is requested in the form of Supported Stablecoins.
6.2. The Kulce Commodities S.A. may impose certain operational or compliance requirements in connection with redemptions. All such requirements must be satisfied prior to processing any redemption request. The applicable requirements, as may be updated from time to time at the Company’s discretion, shall be made available through the Platform or Website.
6.3. Following submission of a redemption request, the Company will issue a Quote setting out the relevant transaction terms, including valuation, fees, and costs. The Quote must be accepted within the specified validity period; otherwise, it may expire and be replaced with a revised Quote, which may differ from the previous terms.
6.4. Upon acceptance of the Quote and receipt of the KGold Tokens to be redeemed, the Kulce Commodities S.A. shall promptly remove such tokens from circulation (i.e., “burn” them) and arrange for the corresponding delivery of assets, as applicable: crediting to the user’s Account an amount of Supported Stablecoins equal in value to the redeemed KGold Tokens at the time of redemption, less any applicable fees, costs, or charges.
6.5. Kulce Commodities S.A. has rights to refuse, suspend, or modify any redemption request where it reasonably determines that such request involves errors, inaccuracies, security concerns, regulatory issues, or potential breaches of these Terms, or may otherwise expose the Company to legal or operational risk.
6.6. Redemption transactions that have been submitted or processed may not be cancelled, reversed, or amended. Users are advised to carefully review all applicable risks associated with redemption prior to submitting a request.
7. Service Suspension, Termination and Wind-Down
7.1. The Kulce Commodities S.A. reserves the right to deny, limit, suspend, or terminate your ability to access or use the KGold Token Services, in whole or in part, where it determines, acting reasonably, that such action is necessary, including in circumstances where:
a. compliance with applicable laws, regulations, or orders of competent authorities so requires;
b. there are grounds to believe that you have failed to adhere to these Terms;
c. your conduct or status presents legal, regulatory, or reputational risks, including involvement in any investigation, proceeding, or dispute; or
d. the continued provision of the Services is not feasible due to limitations or failures affecting third-party service providers or supporting systems.
7.2. Where access to the KGold Token Services is restricted or terminated, the Kulce Commodities S.A. will, to the extent legally permissible, notify you of such action. You acknowledge that certain measures may be taken based on internal risk assessments, security considerations, or other confidential criteria that the Company is not obliged to disclose.
7.3. If the Kulce Commodities S.A. becomes subject to dissolution, insolvency, bankruptcy proceedings, or similar events, or if the KGold Token Services are discontinued on a permanent or indefinite basis, Kulce Commodities S.A. will use reasonable efforts to inform users as soon as practicable. In such circumstances, the Kulce Commodities S.A shall implement an orderly wind-down process, which may include facilitating the redemption or repurchase of KGold Tokens held by users, either directly or through an appointed third party. Any resulting proceeds shall be transferred in accordance with the user’s instructions or, failing such instructions, to the user’s last known account or address, subject to applicable costs and expenses.
8. Fees, Charges and Taxes.
8.1. You are responsible for all costs arising from your use of the KGold Token Services, including any applicable blockchain transaction fees (such as gas fees), network charges, or other operational expenses required to process transactions on the relevant blockchain networks.
8.2. You shall bear full responsibility for determining, reporting, and paying any and all taxes, duties, levies, or similar charges imposed by any applicable tax authority in connection with your transactions involving KGold Tokens. The Company does not undertake any obligation to calculate, withhold, or remit taxes on your behalf. All tax filings and payments required under applicable laws remain solely your responsibility.
8.3. For the avoidance of doubt, all amounts payable by you under these Terms are exclusive of any value-added tax (VAT) or similar indirect taxes. Where such taxes are applicable, you agree to pay an additional amount equal to the relevant tax.
9. Legal Compliance with Law and Prohibited Activities.
9.1. You are solely responsible for ensuring that your acquisition, holding, transfer, redemption, or any other use of KGold Tokens complies with all applicable laws, regulations, and requirements in any relevant jurisdiction, including any obligations relating to reporting, disclosures, and tax payments. The Company does not undertake to assess or advise on the legal or tax treatment applicable to you or your activities.
9.2. You agree not to use the KGold Token Services in connection with any activity that is unlawful, restricted, or subject to sanctions under any applicable legal framework. This includes, without limitation, engaging in or facilitating transactions involving prohibited persons or jurisdictions, or using the Services in a manner that could involve the proceeds of illegal activity.
9.3. You further agree not to:
a. attempt to access or interfere with the underlying blockchain protocols or related systems without authorization;
b. engage in fraudulent, deceptive, or manipulative conduct affecting other users or the integrity of the Services; or
c. take any action that may disrupt, compromise, or adversely impact the operation, security, or reliability of the KGold Token Services.
10. Risk Factors and Limitation of Liability
10.1. You acknowledge that the use of KGold Tokens and the related Services involves significant risks, including the potential loss of all or part of your assets. By using the Services, you assume full responsibility for such risks and agree that the Company shall not be liable for any loss, damage, or claim arising from your use of the KGold Token Services.
10.2. KGold Token ecosystem relies on blockchain networks, smart contracts, and third-party service providers, each of which may be subject to failures, cyber-attacks, technical disruptions, delays, forks, or other operational issues beyond the Kulce Commodities S.A.’s control. The Kulce Commodities S.A. does not guarantee the security, availability, or uninterrupted functionality of such systems and shall not be responsible for any resulting losses.
10.3. The Underlying Assets (physical gold) are stored by independent custodians and may be subject to risks, including loss, delay, restriction, or seizure by competent authorities. The Kulce Commodities S.A. does not control such custodians and disclaims liability for their acts or omissions.
10.4. Transactions involving KGold Tokens are generally irreversible, and errors (including transfers to incorrect addresses) may result in permanent loss. Additionally, regulatory treatment of digital assets may be uncertain, and changes in laws or enforcement practices may adversely affect the use, transfer, or value of KGold Tokens.
10.5. The value of KGold Tokens is linked to gold, which may fluctuate, and there is no guarantee of liquidity, market availability, or redemption under all circumstances. The Company does not provide any guarantee of price stability, market conditions, or investment outcomes.
10.6. No content provided in connection with the KGold Token Services constitutes legal, financial, tax, or investment advice, and you are solely responsible for conducting your own due diligence and seeking independent professional advice before engaging in any transaction.
11. Services; Segregation, Proof of Reserves
11.1. The Underlying Assets consist of LBMA-standard physical gold bars and are held in custody with one or more independent third-party custodians (Custodians) appointed by the Company from time to time. Such assets are held on an allocated basis and are kept separate and segregated from the assets of the Company, the Custodian and any third party.
With respect to KGold Tokens that have been issued or minted but have not yet been purchased by or transferred to a KGold Token Holder, legal ownership of the corresponding portion of the Underlying Assets shall remain with the Company.
Upon the purchase or transfer of KGold Tokens by or to a KGold Token Holder, legal ownership of the corresponding portion of the Underlying Assets shall transfer to the relevant KGold Token Holder and shall remain the property of the KGold Token Holder until the KGold Token Holder transfers them again.
Any economic benefit attributable to such portion of the Underlying Assets shall belong to the relevant KGold Token Holder.
11.2. Nothing in these Terms shall be construed as creating any direct contractual, fiduciary, or proprietary relationship between you and any custodian or vault provider. All custody arrangements are entered into by the Company, acting on behalf of the KGold Token ecosystem.
11.3. The Company may make available information relating to the minting, redemption, and backing of KGold Tokens, including on-chain records or periodic reports concerning the Underlying Assets, through the Platform or other designated channels.
11.4. The Company shall engage an independent, internationally recognized audit or assurance firm (including, but not limited to, Big Four firms, BDO, RSM, or equivalent qualified independent verification providers) to perform independent reserve verification engagements. An initial full reserve verification shall be conducted prior to, or in connection with, the launch of the KGold Token Services. Thereafter, the Company shall ensure that such independent reserve verifications are conducted on a yearly basis.
11.5. The verification shall be designed to confirm that the physical gold held in custody by the Custodian is at all times sufficient to fully back the outstanding KGold Token supply on a strict basis of one (1) KGold Token = one (1) gram of physical gold. The scope of the audit shall include the reconciliation of the outstanding token supply against the quantity of physical gold held in the Vault, and the verification of relevant custody records, inventory statements, and supporting documentation provided by the Custodian (including bar weight, fineness, and refinery details).
11.6. Following the completion of each verification, the Company shall publish the independent Proof of Reserves report or attestation on the Platform or Website to enable KGold Token Holders to verify that the outstanding token supply is fully backed. The exact format of the report and whether underlying custody statements and/or individual bar serial numbers are published in full shall depend on confidentiality, security, and operational considerations, and shall be determined at the sole discretion of the Company and the Custodian.
12. KGold Staking and Rewards Program
12.1. The Company may, at its sole discretion, launch a token staking and rewards program (the “Staking Program”) subsequent to the initial launch of the KGold Token Services. Participation in the Staking Program is entirely voluntary and is subject to KGold Token Holders satisfying all eligibility, whitelisting, and KYC/AML requirements set forth in Article 3.
12.2. Staking rewards are funded exclusively from the Company’s platform revenues and/or its own funds, which includes transaction commissions collected from facilitating KGOLD trades and markups applied for pricing and risk management purposes. For the avoidance of doubt, the physical gold reserve backing circulating KGold Tokens shall never be used for external lending, yield generation, or third-party financing activities.
Notwithstanding the foregoing, future leasing arrangements may be permitted, provided that legal ownership of the Underlying Assets constituting the physical gold backing of the KGold Tokens held by the relevant KGold Token Holder remains vested in such KGold Token Holder at all times, and that no transfer of ownership of such Underlying Assets occurs as a result of, or in connection with, any such leasing arrangement.
12.3. The Company shall ensure that all KGold Tokens distributed as staking rewards are 100% physically backed by physical gold in the Vault:
(a) Initial Set-Aside: For the first year of the Staking Program, the Company shall initially set aside a designated amount of physical gold, in such number of kilograms as determined by the Company, exclusively to cover staking rewards. This set-aside gold shall be restricted and shall not be available for active trading.
(b) Deficiency Coverage: If the total staking rewards earned by participants exceed the initially allocated set-aside physical reserve, the Company shall purchase and deposit additional physical gold into the Vault equal to or greater than the excess reward amount.
(c) Matching Mint: Any such additional physical gold deposited to cover staking rewards shall be matched by minting corresponding KGold Tokens to ensure that the total physical gold reserve remains perfectly aligned with the total outstanding KGold Token supply.
12.4. Physical gold set aside or purchased for the Staking Program shall be subject to the same strict protections set forth in Article 13. Such gold shall not be pledged, lent, or otherwise encumbered, except for limited futures leasing or similar risk management arrangements, provided always that such arrangements do not impair the ownership, backing, or physical redemption rights of KGold Token Holders.
12.5. The Staking Program operates via blockchain-based smart contracts. Participants acknowledge and accept all risks associated with smart contract interactions, including but not limited to bugs, protocol exploits, network disruptions, or cyber-attacks. The Company disclaims all liability for any loss of digital assets resulting from smart contract exploits or technical failures beyond its direct control.
13. Restrictions on Use and Encumbrance of Underlying Assets
The Company shall ensure that the Underlying Assets are at all times held free and clear of any pledge, lien, charge or other form of security interest and shall not lend, lease or otherwise encumber the Underlying Assets, except for any futures leasing or similar risk management arrangements, provided that such arrangements do not impair or otherwise adversely affect the legal or beneficial ownership rights of KGold Token Holders, the required reserve backing of the KGold Tokens, or the redemption rights of KGold Token Holders under these Terms.
For the avoidance of doubt, the foregoing restrictions shall not prevent or restrict:
(i) the transfer of legal ownership of the corresponding portion of the Underlying Assets to KGold Token Holders upon the issuance or transfer of KGold Tokens;
(ii) the transfer of physical gold between Custodians appointed by the Company; or
(iii) the allocation of gold held by the Company for its own account in connection with any rewards programme.
Following any transfer of legal ownership to a KGold Token Holder, the corresponding portion of the Underlying Assets shall continue to be held free and clear of any pledge, lien, charge or other security interest. Any futures, leasing, hedging or similar risk management arrangement relating to the Underlying Assets shall at all times remain subject to the safeguards set out above and shall not impair or otherwise adversely affect the ownership rights of KGold Token Holders, or the required reserve backing of the KGold Tokens under these Terms.
14. Effective Period and Termination
14.1. These Terms shall come into force upon your acceptance or upon your first access to or use of the KGold Token Services, whichever occurs earlier, and shall remain in effect until terminated in accordance with these Terms.
14.2. Following the termination of these Terms or your access to the Services, you are required to immediately cease any further use of the KGold Token Services.
15. Service Disclaimer and Liability Limits
15.1. The KGold Token Services are provided without any guarantees as to their performance, reliability, or suitability for any specific purpose. Except where explicitly stated, the Company does not assume any responsibility for the accuracy, availability, or uninterrupted operation of the Services, and all use is at your own risk.
15.2. You acknowledge that the operation of the Services depends on external systems, including blockchain networks and third-party platforms, which are beyond the Company’s control. The Company does not assume responsibility for failures, delays, security incidents, or disruptions arising from such systems or from the actions of other users or third parties.
15.3. To the maximum extent permitted by applicable law, the Kulce Commodities S.A. shall not be responsible for any form of loss that is not directly caused by its gross negligence or wilful misconduct. In particular, the Kulce Commodities S.A. shall not be liable for any loss of profit, loss of data, loss of value, or any indirect or consequential damages arising in connection with the use of the KGold Token Services.
15.4. Where the exclusion or limitation of certain liabilities is restricted by law, such limitations shall apply only to the extent legally permitted. If you do not agree with or are dissatisfied with the KGold Token Services, your sole option is to stop using them.
16. Third Party Claims and Indemnity.
16.1. You accept that any consequences arising from your use of the KGold Token Services, including legal claims, losses, or disputes, shall be your sole responsibility where such consequences result from your actions, omissions, or non-compliance with these Terms or applicable laws. You agree to fully compensate and protect the Kulce Commodities S.A., its personnel, affiliates, and service partners from any costs, liabilities, or damages (including legal expenses) that may arise in connection with such circumstances. The Kulce Commodities S.A. may, at its discretion, manage or participate in the handling of any such matter, and you agree to provide reasonable cooperation where required.
16.2. Any conflict, disagreement, or claim involving other users or external parties in relation to the KGold Token Services shall be addressed directly between you and the relevant third party. The Kulce Commodities S.A. shall not be involved in such matters and shall bear no responsibility in connection therewith.
17. Dispute Resolution; Agreement to Arbitrate.
17.1. Any dispute, claim, or controversy arising out of or in connection with these Terms shall be finally resolved by arbitration administered by the Swiss Arbitration Centre in accordance with the Swiss Rules of International Arbitration. The seat of arbitration shall be Zurich or Geneva, Switzerland, as agreed between the parties; in the absence of such agreement, the seat shall be Zurich, Switzerland. The tribunal shall consist of a sole arbitrator, and Swiss substantive law shall apply.
17.2. Prior to initiating arbitration, the parties shall attempt to resolve the dispute in good faith following written notice. If no resolution is reached within a reasonable period, either party may proceed with arbitration. Either party may seek interim or protective measures from a competent court.
17.3. The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction. The arbitrator may allocate costs, including legal fees, as deemed appropriate.
17.4. The arbitration process and all related materials shall be treated as confidential, except where disclosure is required by law or necessary for enforcement or professional advice.
17.5. Disputes shall be conducted on an individual basis only, and not as part of any class, collective, or representative action. If arbitration is deemed unenforceable, disputes shall be submitted to the courts of the agreed seat, or failing agreement, the courts of Zurich, Switzerland.
18. Notices.
18.1. The Company may deliver any notices or communications to you through electronic means, including email or other digital channels made available via the KGold Token Services.
18.2. You may send notices to the Company via the designated support email address provided on the Platform.
18.3. Unless otherwise indicated, any notice shall be deemed received at the time it is sent, provided that no delivery failure notification is received.
19. General Terms
19.1. The Company may update or amend these Terms at any time. Any changes will become effective upon publication, and continued use of the KGold Token Services constitutes acceptance of the updated Terms.
19.2. You agree to receive all communications from the Company in electronic form.
19.3. Any waiver must be made in writing. Failure to enforce any provision shall not constitute a waiver of rights. All rights and remedies under these Terms are cumulative, and the Company may seek injunctive or equitable relief where appropriate.
19.4. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
19.5. The Company shall not be liable for any delay or failure resulting from events beyond its reasonable control, including technical failures, network disruptions, or force majeure events.
19.6. You may not assign or transfer your rights under these Terms without the Company’s prior consent. The Company may assign its rights and obligations at its discretion.
19.7. Nothing in these Terms creates any partnership, joint venture, or similar relationship between you and the Company.
19.8. These Terms constitute the entire agreement between you and the Company and supersede all prior understandings. Certain provisions, including those relating to liability, disputes, and obligations, shall survive termination.
19.9. These Terms shall be governed by the laws of Panama.