Kulce Commodities Platform Terms and Conditions

Kulce Commodities is a platform offering a range of blockchain-based services and products through an integrated ecosystem.

The platform is owned and operated by Kulce Commodities Sociedad Anonima together with its affiliated entities (collectively referred to as the “Company”, “we”, “us” or “our”).

By accessing or using the website located at kulce.io, including any related application programming interfaces (APIs), mobile applications or other digital interfaces (each, a “Site”), and/or by using any services or products made available by the Company, or by creating or maintaining an account with the Company, you (the “User”) acknowledge that you have read, understood and agreed to be bound by these terms and conditions, as may be amended or updated by the Company from time to time (the “Agreement”), together with the Privacy Policy (available at [kulce.io.])

For the avoidance of doubt, the Company is not a licensed financial institution, bank, or regulated investment firm in any jurisdiction unless expressly stated. The Services are provided on a cross-border basis subject to applicable laws.

Certain Services/Products may be subject to additional terms and conditions specific to those Services/Products (the “Product Terms”). In the event of any inconsistency between this Agreement and the Kulce Gold Token Terms, the Kulce Gold Token Terms shall prevail.

If you have any questions regarding the Services/Products or this Agreement, please contact our customer support team at “support@kulce.io”

Using the Services or purchasing, selling, holding or investing in the Products involves significant risks (including but not limited to loss of the Digital Assets, substantial decrease in or loss of the entire value of the Digital Assets, inability to trade, access or transfer the Digital Assets or to receive the benefits related to holders of the Digital Assets, unauthorised access or erroneous transfers, and legal, regulatory and tax risks) and is not suitable for everyone. Before doing so, you should ensure you fully understand the risks and nature of the relevant Services/Products and undertake your own independent review on whether the relevant Services/Products are suitable for you in light of your own financial situation, investment experience, investment objectives and risk appetite. If you have any question about the Services/Products available on the Site, you should seek professional advice from your own independent financial, legal and/or tax advisers. The risks set out in this Agreement are not comprehensive and do not reflect all of the risks (or other important factors) you should consider before using the Services or trading or acquiring the Products.

Digital assets linked to real-world assets (including gold) may involve additional considerations, including reliance on third-party custody arrangements, operational processes, and potential differences between token value and underlying asset value.

You understand and agree that the Company is not your broker, intermediary, agent or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities you make using the Services, whether such trades or other decisions or activities take place on the Site or not. You agree that nothing on the Site and no communication from the Company shall constitute investment, financial, trading or other advice to you.

The Company’s decision to support or not to support the trading, transfer or storage of any particular Digital Assets through the Services does not indicate the Company’s approval or disapproval of the Digital Assets or the integrity, security or operation of the Digital Assets or its underlying technology. The Company makes no representation or undertaking on whether any Digital Assets will always be supported by the Company or third party service providers and any Digital Assets is subject to de-listing in the sole and absolute discretion of the Company. The Company also does not own or control the underlying technology which governs the operation of Digital Assets supported on the Site. Any Digital Assets or its underlying technology may change or otherwise cease to operate as expected due to a change made to the underlying technology, including without limitation, a "fork", a "rollback", or a "bootstrap" of a Digital Asset or blockchain. It is your responsibility to apprise yourself of any (potential) changes to any Digital Assets or its underlying technology.

The underlying physical gold backing KGOLD is held with independent third-party custodians and/or vault providers and may be covered by insurance maintained or arranged by the relevant custodian or vault provider. Any such insurance shall be subject to the terms and conditions, coverage limits, conditions and exclusions of the applicable insurance policy and the relevant custody arrangements. The Company does not itself provide insurance or any government-backed deposit protection in respect of KGOLD or the underlying physical gold backing KGOLD.

For the avoidance of doubt, while digital KGOLD Tokens are recorded on a shared blockchain network, the underlying physical gold backing such Tokens is maintained under an allocated and segregated structure and is physically held with independent third-party custodians.

Legal ownership of the underlying physical gold belongs to the relevant Users, and such gold is not commingled with the Company’s proprietary assets or general estate.

Gold-Backed Tokens are maintained under an allocated and segregated structure, and are not intended to be commingled with assets of other users, subject to operational processes and third-party custody arrangements.

You agree to comply with all applicable Laws (including in respect of taxation, withholding or tax reporting), this Agreement, the relevant Product Terms, the Privacy Policy and all policies, procedures, or rules as may be announced by the Company from time to time. It is your responsibility to check the Site and your email address in our records frequently for any announcements and we are not responsible for any information that you obtain through unofficial channels not owned or controlled by the Company.

You agree and confirm that all payments shall be made by you to the Company without deduction or withholding for any taxes. In the event that you are required to deduct or withhold any taxes from the amounts payable to the Company, you shall (i) remit such tax to the relevant taxing authorities to the extent required by applicable law and (ii) pay an additional amount, so that the Company receives the amounts due to it under this Agreement in full, as if there were no withholding or deduction. If the Company becomes liable as a result of your failure to withhold taxes in respect of any payment made by you hereunder, then you shall indemnify and hold harmless the Company, in respect of all taxes, including interest, penalties and additions to tax, and any expenses associated with such liability.

1. Definitions

As used in this Agreement, the following terms shall have the following respective meanings

1.1. “Digital Assets” shall mean any cryptocurrencies, stablecoins, decentralised application tokens and protocol tokens.

1.2. “Fees” shall mean any charges, costs, commissions, spreads, premiums, discounts or other amounts payable by the User to the Company in connection with the use of the Services, including but not limited to fees relating to account maintenance, transactions, subscriptions, redemptions, conversions, custody arrangements (if applicable), or any other services provided by or through the Company, as set out in the applicable Fee Schedule or otherwise notified to the User from time to time,

1.3. “Fee Schedule” means the schedule of fees, charges and costs applicable to the Services, as published on the Site or otherwise made available to the User from time to time.

1.4. “Gold Tokens” shall mean digital tokens made available via the Services which reference and are linked to physical gold holdings as described in Section 9.

1.5. “Laws” shall mean laws and regulations, including without limitation, sanctions programs governmental and regulatory actions, orders, decrees, whether domestic or foreign.

1.6. “Services/Products and each a “Service” or a “Product”) shall mean the services/products available on the Site. The Company may, at its sole discretion, modify or change the services/products available on the Site from time to time, and such services/products shall automatically become subject to this Agreement and any specific services/products terms, as applicable.

2. Account Registration

You shall register an account (the “Account”) with the Company before using the Services/Products. You agree to provide us with information that is accurate, current and complete at all times. Failure to do so constitutes a breach of this Agreement which may result in suspension or immediate termination of your Account or a Service/Product at the Company’s sole and absolute discretion. You undertake to notify us immediately when any of the information provided by you changes. You agree that you will not register multiple Accounts with the Company, unless a written consent from the Company is obtained.

2.2. You agree that the Company reserves its right to decline, at our sole and absolute discretion, to open an Account for any person without providing any reason.

2.3. You hereby represent, warrant and undertake to the Company as follows, which representations and warranties will be deemed repeated each time you access your Account or use the Services or purchase, sell or invest in the Products:

2.3.1. As an individual, you are at least 18 years old and you have the requisite power to form a binding contract and perform your obligations in accordance with this Agreement and the Product Terms (if any) under applicable laws and regulations.

2.3.2. As a legal person or organisation, you have full legal capacity and authorisation to enter into this Agreement and the Product Terms (if any).

2.3.3. Your entry into and performance of your obligations under this Agreement and the Product Terms (if any) do not and will not conflict with any Laws applicable to you.

2.3.4. All information in any form provided by you to the Company is accurate, current and complete.

2.3.5. You are not located in, established in, or a citizen or resident of any country or jurisdiction where use of the Services or your purchase, sale, holding of or investment in the Products is restricted or prohibited (please see our list of restricted countries here).

2.3.6. Your use of the Services or your purchase, sale, holding of, or investment in the Products will not negatively affect the Company’s reputation or cause the Company to be subject to any penalties, fines or sanctions, and is not subject to any contractual or other restrictions binding on you or any of your assets you use to purchase or invest in the Products.

2.3.7. You represent and warrant that any fiat funds used to fund your Account or to purchase or acquire gold-backed tokens made available by the Company are beneficially owned by you, free from any lien, encumbrance or third-party interest, and are not, directly or indirectly, derived from any unlawful, fraudulent or illicit activity.

The Company reserves the right, at its sole discretion, to reject, suspend or return any deposit where (i) the funds do not originate from an account held in your name, or (ii) the transaction raises compliance, anti-money laundering or sanctions-related concerns. In such cases, the relevant funds may be returned to the originating source, subject to applicable laws and operational constraints.

Fiat transfers, including U.S. dollar payments, are subject to applicable banking cut-off times and processing procedures. Transfers received prior to the relevant cut-off time will generally be credited on the same business day or the next business day; however, no guarantee is given as to processing timelines. Transfers may not be processed outside standard banking hours and may be delayed due to bank holidays, regulatory checks, or the internal processes of your bank and the Company’s banking partners.

2.3.8. You are using the Services only for your own benefit and you are not using the Services or purchasing, selling, holding or investing in the Products on behalf of or for the benefit of any third party(ies), unless you have obtained prior written consent from us.

2.3.9. You are not subject to any economic sanctions programs administered or enforced by any relevant country or government or international authority, including but not limited to: the US Department of the Treasury's Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury, the Hong Kong Monetary Authority or the Monetary Authority of Singapore.

2.3.10. You have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of any Gold-Backed Tokens that you decide to acquire or trade, and the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits and the risks of any Gold-Backed Tokens.

2.4 You acknowledge and agree that, in order to access and use the Services, you may be required to provide personal identification and verification information for the purposes of client onboarding and ongoing compliance with applicable laws and regulations, including know-your-customer (KYC), anti-money laundering (AML) and counter-terrorist financing (CFT) requirements. Such information may be requested at the time of account registration and on an ongoing basis, including where additional verification or enhanced due diligence is required. The Company reserves the right, upon prior notice, to charge reasonable fees and costs associated with any enhanced due diligence procedures conducted in respect of your Account. You acknowledge and agree that the collection, use, processing and disclosure of your personal data will be carried out in accordance with the Privacy Policy. The Company may share your information with its affiliates, service providers, banking partners, custodians and other third parties, where necessary, for the purposes of complying with applicable KYC, AML, CFT, sanctions or other regulatory requirements.

2.5 The Company implements commercially reasonable measures to safeguard the security of Users’ Accounts and the integrity of the platform. However, you acknowledge that risks may arise from your own actions, the actions of other users, or third parties beyond the Company’s control.

You are solely responsible for maintaining the security and confidentiality of your Account and agree to:

2.5.1. take all reasonable steps to protect your login credentials, authentication methods and any security devices or information associated with your Account;

2.5.2. not share, disclose or otherwise make available such credentials or information to any third party;

2.5.3. promptly notify Kulce Commodities Sociedad Anónima (S.A.) upon becoming aware of any unauthorised access to or use of your Account or any unauthorised transaction;

2.5.4. accept full responsibility for any actions, transactions or instructions carried out through your Account, whether authorised by you or resulting from your failure to maintain adequate security;

2.5.6. acknowledge that where you grant access or permissions to any third party, you remain fully responsible for all acts and omissions of such third party, and such acts shall be deemed to have been authorised by you.

3. Products and Services

As an Account holder, you may access and use the Services, subject to your continued satisfaction of the applicable eligibility and compliance requirements. The Company reserves the right, at any time and at its sole discretion, to limit, modify, suspend or discontinue all or part of the Services, including restricting your ability to purchase, acquire, hold or redeem gold-backed tokens, without prior notice where reasonably required.

3.2. You acknowledge and agree that certain Services may only be available where you maintain a sufficient balance in your Account, as determined by the Company from time to time.

3.3. You acknowledge and agree that the Company operates a platform providing blockchain-based services in relation to gold-backed tokens, and that certain Services may be provided by the Company or its affiliates and/or third-party service providers.

3.4. You acknowledge and agree that the Company may, at its sole discretion and from time to time, apply, adjust or remove limits in respect of deposits, redemptions or other transactions associated with your Account.

3.5. Certain Products offered via the Services may provide exposure to real-world assets (including gold) through digital representations (“Gold Tokens”), which may be linked to specific underlying assets as described in Section 9.

4. Fees

4.1. You agree to pay all applicable fees, charges and costs (the “Fees”) in connection with your use of the Services and your purchase, acquisition, holding or redemption of gold-backed tokens, in accordance with the applicable fee schedule, if any (the “Fee Schedule”). The Company reserves the right to amend or update the Fees at any time at its sole discretion. Any such changes shall become effective upon publication on the Site or upon notice to you. Your continued use of your Account following such publication or notice constitutes your acceptance of the updated Fees. If you do not agree to any such changes, you must cease using the Services and close your Account. You authorise the Company to deduct, debit or set-off any Fees due from your Account.

4.2. You acknowledge that your bank, payment service provider or any third-party intermediary may impose additional charges, transaction fees or other costs in connection with the transfer of fiat funds to or from your Account. Such charges are your sole responsibility and may reduce the amount credited to or received from your Account.

4.3. Without prejudice to Clause 4.1, the Company may, at its sole discretion, modify the Fee Schedule or any Fees upon reasonable prior notice, including by publishing the updated Fee Schedule on the Site.

4.4. Certain Products (including Gold Tokens) may involve spreads, minting or redemption fees, storage-related costs, or other service-related charges depending on market conditions and operational factors.

5. Covenants

5.1. You shall not access or use the Site or the Services in any manner that violates any applicable laws or regulations.

5.2. Without limitation, you shall not use the Site or the Services to:

5.2.1. support, facilitate, incite or participate in any terrorist or unlawful activities;

5.2.2. engage in money laundering, sanctions evasion or any other illicit activities, including the use of anonymisation or obfuscation techniques designed to conceal the origin or destination of funds;

5.2.3. infringe the rights or legitimate interests of the Company or any third party, including interfering with or disrupting the proper functioning of the Services or other Users’ access to or use of the Services;

5.2.4. engage in any form of market abuse or manipulation in relation to gold-backed tokens, including any conduct that creates a false or misleading appearance of activity, demand or pricing, or that artificially influences or attempts to influence the value, availability or transferability of such tokens;

5.2.5. undertake any activity that may compromise the integrity, security or normal operation of the Site or the Services;

5.2.6. use any technical means (including proxies, VPNs, Tor or similar tools) to conceal or misrepresent your identity or location, or to circumvent any restrictions implemented by the Company;

5.2.7. use, reproduce, distribute, modify or otherwise exploit any content, data or materials made available on or through the Site without the prior written consent of the Company.

5.2.8. All content, materials, software, data and information made available on or through the Site (the “Data”), including their design, structure, selection, coordination and overall appearance, are owned by, controlled by or licensed to the Company. Nothing in this Agreement grants you any ownership or intellectual property rights in respect of the Services or the Data, other than a limited right to access and use the Services in accordance with this Agreement.

5.3. You shall not:

5.3.1. without the prior written consent of the Company, access, use, copy, reproduce, adapt, modify, distribute, transmit, publish, license, sublicense, assign, sell, lease or otherwise exploit the Site, the Services or any content made available through the Site, in whole or in part, nor remove, obscure or alter any proprietary notices, or create derivative works based on the Site or the Services;

5.3.2. use any automated or systematic means (including bots, scripts, crawlers or similar tools), or any manual process, to access, collect, extract, copy or monitor any content, data or information from the Site or the Services, or otherwise attempt to bypass, circumvent or interfere with the intended operation, structure or functionality of the Site or the Services;

5.3.3. attempt to gain unauthorised access to any part of the Site, the Services, any User Account, or any systems, networks or infrastructure connected to the Site or operated by the Company;

5.3.4. probe, scan, test or exploit the vulnerability of the Site, the Services or any related systems or networks, or breach or attempt to breach any security or authentication measures;

5.3.5. attempt to trace, identify or obtain information relating to any other user of the Site or the Services, except as expressly permitted;

5.3.6. take any action that imposes an unreasonable or disproportionate load on the infrastructure of the Site or the Services, or otherwise disrupts or adversely affects the availability or performance of the Services;

5.3.7. use any device, software or method to interfere with or disrupt the proper functioning of the Site or the Services, or any transaction carried out through the platform, or the use of the Services by any other user; or

5.3.8. falsify or manipulate headers, impersonate any person or entity, or otherwise misrepresent your identity or the origin of any communication or transaction conducted through the Services.

6. Liabilities

6.1. The Company does not represent or guarantee that any request or transaction relating to gold-backed tokens or the Services will be processed, completed, recorded or remain effective. Where the Company identifies any mistake, inconsistency or irregularity in relation to any transaction or activity—whether arising from user input, technical malfunction or third-party involvement—the Company may, at its sole discretion, amend, cancel or reverse such transaction. You authorise the Company to take such actions. The Company does not warrant that any such corrective action will be successful and shall not be liable for any resulting consequences.

6.2. Without limiting any other rights or remedies available to the Company, you agree to indemnify and hold harmless the Company, its affiliates and their respective directors, officers, employees and agents from and against any losses, claims, liabilities, costs or expenses (including reasonable legal fees, penalties and regulatory sanctions) arising from or in connection with: (i) your non-compliance with applicable laws or infringement of third-party rights; (ii) any breach by you of this Agreement or any related terms or policies; (iii) the enforcement or attempted enforcement of the Company’s rights under this Agreement and/or (iv) your access to or use of the Services or any transaction involving gold-backed tokens.

6.3. To the maximum extent permitted by applicable law, the Services are provided on an “as available” and “as is” basis. The Company disclaims all warranties of any kind, whether express or implied, including any warranties relating to accuracy, reliability, completeness, merchantability, fitness for a particular purpose or non-infringement. The Company does not guarantee that the Site or Services will operate without interruption, error or security vulnerabilities, or that they will be free from harmful elements such as viruses.

Without limiting the above, the Company shall not be liable for any losses arising from or in connection with:

(i) any inaccuracies or omissions in pricing or data;

(ii) delays, interruptions, failures or disruptions in the operation or transmission of the Services;

(iii) any maintenance or technical work carried out by the Company or third-party service providers; or

(iv) any acts or omissions of other users or third parties.

6.4. To the fullest extent permitted by law, the Company and its affiliates, together with their shareholders, directors, officers, employees and agents, shall not be liable for any indirect, incidental, consequential, special or punitive damages, including (without limitation) loss of profits, revenue, data or business opportunities, arising out of or in connection with the Site or the Services, except where such losses are finally determined by a competent court to result from the Company’s gross negligence, wilful misconduct or fraud.

7. Termination

7.1. You accept that the Company may, at its sole discretion and without prior notice, restrict, suspend or terminate your access to your Account, the Site or the Services (including freezing your Account or restricting your ability to purchase, acquire, hold, transfer or redeem gold-backed tokens) where the Company reasonably determines that:

7.1.1. you have breached or are likely to be in breach of any applicable laws or regulations, this Agreement, the Privacy Policy or any other applicable terms, policies or procedures;

7.1.2. such action is required for compliance with sanctions, legal or regulatory obligations, or pursuant to any court order, governmental request or other legal process affecting your Account or any funds associated with it;

7.1.3. your Account is subject to, or connected with, any investigation, inquiry, dispute or legal proceeding;

7.1.4. there are reasonable grounds to suspect unauthorised, fraudulent, suspicious or otherwise unlawful activity, including money laundering, sanctions evasion or financial crime;

7.1.5. such action is necessary to protect the integrity, security or reputation of the Company or the Services.

You further agree that the Company shall not be liable for any losses arising from the exercise of the above rights.

7.2. The Company may, at its sole discretion and without prior notice or liability, refuse to accept any deposits, impose limits on deposits, return funds to the originating source or terminate your Account where:

7.2.1. you are in breach, or reasonably suspected to be in breach, of applicable laws, this Agreement or any applicable terms or policies;

7.2.2. any information provided by you is false, inaccurate, outdated or incomplete;

7.2.3. you use the Site or the Services for any unlawful purpose;

7.2.4. you become subject to any insolvency event, including bankruptcy, liquidation or similar proceedings; and/or

7.2.5. the Company determines, at its sole discretion, that your Account should be closed.

7.3. If you choose to terminate your Account with us, you shall provide the Company with notice in writing of your intention to terminate the Account.

7.4. You may terminate your Account at any time by providing written notice to the Company.

7.5. The termination or closure of your Account shall not affect any rights or obligations accrued prior to the date of termination, including any outstanding fees, charges, taxes or other liabilities.

7.6. The Company shall be entitled to deduct, debit or set-off any outstanding amounts owed by you against any balance held in your Account prior to its closure.

7.7. The Company may, at its sole discretion, transfer any balance in an inactive or dormant Account to a non-interest-bearing suspense account.

8. Miscellaneous

8.1. License

Provided that you comply at all times with applicable laws and regulations, as well as the terms of this Agreement, the Privacy Policy and any other policies or procedures issued by the Company from time to time, the Company grants you a limited, non-exclusive, revocable, non-transferable and non-sublicensable right to access and use the Site and the Services solely for your personal use.

You shall not use the Services for any commercial purpose, including acting on behalf of any third party, providing services to others, or otherwise using the Services in a professional or business capacity without the Company’s prior written consent.

8.2. Force Majeure

To the extent that the performance of the Company’s obligations under this Agreement is affected by circumstances beyond its reasonable control, the Company shall not be liable for any delay, interruption or failure in performance. Such circumstances include, without limitation, any failure or unavailability of third-party service providers (including banking partners, custodians or infrastructure providers), disruptions to financial or communication networks, war (declared or undeclared), terrorism, sabotage, civil unrest, strikes, natural disasters (including earthquakes, floods, storms or fires), epidemics or pandemics, or any governmental, regulatory or administrative actions, restrictions or delays.

In the event of any such circumstance, the Company shall use commercially reasonable efforts to mitigate any disruption or loss, but shall not be liable for any losses arising directly or indirectly from such events.

During the continuation of any such event, the Company’s obligations under this Agreement shall be suspended for the duration of the event.

8.3. Performance

You understand and agree that the Company will perform its obligations under this Agreement, including acting on your instructions, only to the extent permitted by and in accordance with applicable laws and regulations.

8.4. Governing Law

This Agreement, together with any non-contractual obligations arising out of or in connection with it, shall be governed by and interpreted in accordance with the laws of the Republic of Panama, excluding any rules on conflict of laws.

8.5. Dispute Resolution

Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by binding arbitration on an individual basis.

The arbitration shall be administered by the Centro de Conciliación y Arbitraje de Panamá (CeCAP) in accordance with its rules in force at the time of the arbitration. The seat of arbitration shall be Panama City, Republic of Panama, and the language of the arbitration shall be English.

The arbitral tribunal shall consist of three arbitrators.

You agree that the arbitration proceedings, including any award, shall remain confidential, except to the extent disclosure is required by applicable law, for the protection or enforcement of a legal right, or for the purpose of enforcing or challenging the arbitral award in good faith legal proceedings.

8.6. Assignment

You may not transfer or assign your rights or obligations under this Agreement unless you have obtained the Company’s prior written approval.

The Company may transfer or assign its rights or obligations under this Agreement, in whole or in part, at any time and without your consent.

8.7. Amendments

The Company may, at its sole discretion, update, revise or amend this Agreement, the Privacy Policy and any other applicable terms or policies from time to time. Unless otherwise stated, any such changes shall become effective upon being published on the Site.

You are responsible for reviewing the latest versions of these terms and policies prior to accessing or using the Services. Your continued use of the Site or the Services following any such update shall constitute your acceptance of the revised terms.

If you do not agree with any changes, you must cease using the Services and may terminate your Account by providing notice in accordance with the applicable provisions of this Agreement.

8.8. No Waiver of Rights

No failure or delay by the Company in exercising any right, remedy or power under this Agreement shall constitute a waiver thereof, nor shall any partial or single exercise of any such right prevent any further exercise.

8.9. Interpretation

This Agreement shall be interpreted in accordance with its plain and reasonable meaning. The principle that any ambiguity should be construed against the party responsible for drafting this Agreement shall not apply.

8.10. Severability

If any provision of this Agreement is found to be unlawful, invalid or unenforceable, such provision shall not affect the validity or enforceability of the remaining provisions of this Agreement.

8.11. Records

The Company shall be entitled to retain and use transaction data and any information relating to your Account in accordance with applicable laws and its internal policies.

You consent to the monitoring and recording (whether by telephone or electronic means) of any communications with the Company for security, compliance and quality assurance purposes. You further agree that any such recordings or electronic records may be used and relied upon as evidence in any legal or regulatory proceedings arising out of or in connection with this Agreement.

8.12. Language

In the event that this Agreement is translated into any language other than English, the English version shall prevail in case of any inconsistency or conflict.

All notices and communications under or in connection with this Agreement shall be made in the English language.

8.13. No Partnership, Joint Venture or Agency

Nothing in this Agreement shall be deemed to create, or be construed as creating, any partnership, joint venture, agency or similar relationship between you and the Company, or between you and any of the Company’s affiliates, service providers, banking partners or custodians.

9. Kulce Gold Token Terms

9.1. Overview

The Company may offer digital tokens linked to the value of gold (“Gold Tokens”) through the Services. These tokens are designed to provide users with exposure to gold in a digital format.

9.2. Gold Reference

The Company aims to maintain arrangements intended to support the value of Gold Tokens with physical gold or equivalent exposure mechanisms.

Such arrangements may include holdings managed by the Company and/or third-party providers.

9.3 Custody

Gold or gold-related exposure supporting the Gold Tokens may be held with third-party custodians or service providers.

While the Company works with service providers it considers reliable, it does not guarantee the performance of any third party.

9.4 Nature of Rights

Gold Tokens (including KGOLD) represent direct, fractional legal ownership of the underlying physical gold held in custody. Upon the sale or transfer of KGOLD to a User, legal ownership of the corresponding portion of the underlying physical gold (at a ratio of 1 gram of physical fine gold per 1 KGOLD) shall immediately and directly transfer to the relevant KGOLD Holder.

The Company maintains internal records linking Users’ Gold Token balances to the corresponding gold holdings.

The Issuer does not provide custody, vaulting or safekeeping services. The physical gold backing KGOLD is held and safeguarded by one or more independent third-party custodians and/or vault providers appointed by the Issuer from time to time.

The underlying gold backing KGOLD is maintained under a fully traceable structure, including bar-level identification and tracking, where applicable. The Company shall ensure that the reserve gold backing KGOLD in circulation is not pledged, lent, leased or otherwise encumbered.

In the event of the Company’s insolvency, bankruptcy or similar proceedings, the underlying gold shall, subject to applicable law and the relevant custody arrangements, be treated as the legal property of the relevant KGOLD Holders and shall be held separately from the Company’s general assets, debts and liabilities.

9.5 Redemption (If Available)

Where supported by the Company and subject to the Company’s approval, users may request redemption of Gold Tokens.

Redemption conditions, including minimum amounts, fees, and processing requirements, may apply and will be communicated via the Site.

The Company may limit, delay or suspend redemption where reasonably necessary.

Redemption may be subject to availability of underlying gold, operational constraints, and third-party dependencies, and is not guaranteed.

9.6 Pricing

The value of Gold Tokens is generally based on market gold prices.

However, prices available through the Services may differ due to spreads, fees, liquidity conditions or other factors.

9.7 Transparency

The Company may provide information regarding arrangements supporting Gold Tokens from time to time.

Such information may include details relating to specific gold holdings (including bar identifiers or serial numbers) associated with users’ Gold Tokens.

Such information is for general informational purposes only and may be updated periodically.

The Company may perform internal reconciliation processes and may, from time to time, obtain reports or verifications from third-party custodians or service providers. Such processes do not constitute a guarantee or independent audit unless explicitly stated.

The Company does not guarantee that any displayed information (including bar numbers or identifiers) will be continuously available, accurate, or free from error at all times.

9.8 Risks

In addition to general risks described in this Agreement, Gold Tokens involve specific considerations, including:

Reliance on third parties;

Market price volatility;

Availability of liquidity or redemption;

Operational constraints;

Regulatory uncertainty.

In addition, discrepancies may arise between recorded allocations and actual holdings due to operational timing, reconciliation processes, or third-party dependencies.

9.9 Regulatory Position

The regulatory treatment of Gold Tokens may vary across jurisdictions and may evolve over time.

The Company does not represent that Gold Tokens are subject to or benefit from any specific regulatory framework.

You are responsible for ensuring compliance with applicable laws in your jurisdiction.

9.10 No Advice

The Company does not provide investment, financial or trading advice in relation to Gold Tokens.

Users should make their own independent decisions.

9.11 No Guarantee

The Company does not guarantee the performance, value stability, or continued availability of Gold Tokens.

The Company does not guarantee that Gold Tokens will at all times correspond on a one-to-one basis with physical gold holdings without temporary discrepancies.