IMPORTANT NOTICE: PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE KVANTS PLATFORM, APPLICATIONS, OR ANY ASSOCIATED SERVICES. BY ACCESSING OR USING ANY KVANTS SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS IN THEIR ENTIRETY. IF YOU DO NOT AGREE, YOU MUST IMMEDIATELY DISCONTINUE ALL USE.

1. Definitions and Interpretation

1.1 Definitions

In these Terms and Conditions, unless the context otherwise requires:

"Company", "we", "us", or "our" means Catena Venture Capital Ltd, a company incorporated in the British Virgin Islands, operating under the trade name Kvants, including its affiliates, subsidiaries, officers, directors, employees, agents, and successors.

"Platform" means the Kvants platform, including but not limited to the Kvants web application, Telegram Mini App (located at https://t.me/kvants_mini_bot), mobile applications, APIs, smart contracts, DeFi vaults, and all related services, tools, and interfaces provided by the Company.

"User", "you", or "your" means any individual, entity, or organisation that accesses, browses, or uses the Platform or any of its Services.

"$KVAI Token" or "Token" means the digital utility token issued by the Company, which functions exclusively as a subscription and access key to tiered services on the Platform. The Token does not represent equity, debt, ownership, profit-sharing rights, governance rights, voting rights, or any form of security or financial instrument.

"Services" means all features, functionalities, and services provided through the Platform, including but not limited to DeFi vaults, quantitative trading strategies, gamified features (tap-to-earn), XP points, leaderboards, quests, challenges, and any digital assets or rewards.

"Smart Contracts" means self-executing code deployed on blockchain networks that facilitate Platform operations, including vault management, token distribution, and related functions.

"Digital Assets" means any blockchain-based digital tokens, cryptocurrencies, or virtual assets, including but not limited to the $KVAI Token.

"Wallet" means a third-party digital wallet application or service used to interact with blockchain networks and the Platform.

"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, proprietary algorithms, trading strategies, source code, designs, and all other intellectual property owned or licensed by the Company.

1.2 Interpretation

1. References to legislation include all amendments, re-enactments, and subsidiary legislation made under it.
2. Words in the singular include the plural and vice versa.
3. Headings are for convenience only and do not affect interpretation.
4. References to "including" or "includes" mean "including but not limited to".
5. All monetary amounts are in United States Dollars unless otherwise specified.

2. Acceptance of Terms and Eligibility

2.1 Acceptance

By accessing, browsing, or using the Platform in any manner, you irrevocably and unconditionally agree to be bound by these Terms. This agreement is formed upon your first use of the Platform. If you are accessing the Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms.

2.2 Eligibility

To use the Platform, you must satisfy all of the following conditions:

1. You are at least 18 years of age, or the age of legal majority in your jurisdiction, whichever is higher.
2. You have full legal capacity and authority to enter into a binding agreement.
3. You are not a citizen, resident, or located in any Restricted Jurisdiction (as defined in Section 3).
4. You are not subject to any economic sanctions, trade restrictions, or designated on any sanctions list maintained by the United Nations, European Union, United Kingdom, United States (including OFAC SDN List), or any other applicable authority.
5. You have not been previously suspended, banned, or removed from the Platform.
6. Your use of the Platform complies with all applicable local, state, national, and international laws and regulations.
7. You are not using the Platform for any unlawful purpose, including but not limited to money laundering, terrorist financing, fraud, or market manipulation.

2.3 Ongoing Compliance

Eligibility is not a one-time determination. You represent and warrant that you will continue to satisfy all eligibility requirements throughout your use of the Platform. If at any time you cease to meet any eligibility requirement, you must immediately discontinue use and notify the Company.

3. Restricted Jurisdictions

3.1 Prohibited Access

The Platform and its Services are not available to, and may not be used by, any person or entity located in, incorporated in, or a citizen or resident of any Restricted Jurisdiction. Restricted Jurisdictions include, without limitation:

1. The United States of America and its territories
2. The People's Republic of China (excluding Hong Kong and Macau SARs)
3. Any jurisdiction where the use, access, or provision of the Platform or its Services would be prohibited by applicable law or regulation
4. Any jurisdiction subject to comprehensive economic sanctions by the UN, EU, UK, or US

3.2 User Responsibility

It is your sole responsibility to determine whether your access to and use of the Platform is lawful in your jurisdiction. The Company makes no representation that the Platform or its Services are appropriate or available for use in any particular jurisdiction. The Company reserves the right to restrict or terminate access from any jurisdiction at any time without notice.

4. User Registration and Accounts

4.1 Account Creation

Certain features of the Platform may require account creation linked to your Telegram ID, Wallet address, or other authentication methods. By creating an account, you agree to:

1. Provide accurate, current, and complete information during registration and maintain the accuracy of such information.
2. Maintain the security and confidentiality of your account credentials, private keys, seed phrases, and any authentication mechanisms.
3. Accept full and sole responsibility for all activities conducted under your account, whether authorised by you or not.
4. Notify the Company immediately upon becoming aware of any unauthorised access, use, or breach of your account.

4.2 Account Security

The Company shall not be liable for any loss or damage arising from your failure to maintain the security of your account credentials, private keys, or Wallet access. You acknowledge that blockchain transactions are irreversible, and the Company cannot recover lost, stolen, or misdirected Digital Assets resulting from compromised account security.

4.3 Account Suspension and Termination

The Company reserves the right, at its sole and absolute discretion, to suspend, restrict, or terminate your account at any time, with or without notice, for any reason, including but not limited to:

1. Breach or suspected breach of these Terms.
2. Provision of false, misleading, or incomplete information.
3. Suspected fraudulent, illegal, or harmful activity.
4. Regulatory or legal requirements.
5. Extended periods of account inactivity.
6. Technical, security, or operational reasons.

Upon termination, you will lose access to any in-platform digital assets, XP points, rewards, or other non-transferable items associated with your account. The Company shall have no liability to you for any such termination.

5. $KVAI Token — Utility, Risks, and Disclaimers

5.1 Nature of the Token

THE $KVAI TOKEN IS A UTILITY TOKEN ONLY. It functions exclusively as a subscription and access mechanism for tiered services on the Kvants Platform. The Token:

1. Does NOT represent equity, shares, ownership, or any proprietary interest in the Company or any affiliated entity.
2. Does NOT confer any right to dividends, profits, revenue, returns, or any form of financial yield.
3. Does NOT confer any governance rights, voting rights, or decision-making authority over the Company, its operations, or its direction.
4. Does NOT constitute a security, financial instrument, investment contract, collective investment scheme, or derivative under any applicable law.
5. Does NOT carry any guarantee, representation, or warranty of value, appreciation, liquidity, or tradability.
6. Is NOT designed, marketed, or intended as an investment of any kind.

5.2 Utility Function

The sole function of the $KVAI Token is to serve as a subscription key to access different tiers of services on the Platform. Holding specific quantities of $KVAI Tokens may unlock access to:

1. Advanced quantitative trading strategies and DeFi vaults.
2. Premium analytical tools and performance dashboards.
3. Enhanced platform features and priority support.
4. Other services as the Company may introduce from time to time.

The Company reserves the right to modify, expand, reduce, or discontinue any Token utility features at any time, at its sole discretion, without prior notice or liability.

5.3 No Expectation of Profit

By acquiring, holding, or using the $KVAI Token, you expressly acknowledge and agree that:

1. You are acquiring the Token solely for the purpose of accessing Platform services and NOT as an investment.
2. You have no expectation of profit, appreciation, income, or financial return from holding or using the Token.
3. The value of the Token may decrease to zero, and you accept the risk of total loss.
4. No person or entity has made any promise, guarantee, or representation regarding the future value or performance of the Token.
5. Past performance of the Platform, its strategies, vaults, or any associated Digital Assets is not indicative of future results.

5.4 Token Risks

Without limiting the generality of the foregoing, you acknowledge and accept the following risks:

1. Market Risk: The Token may experience extreme volatility, including rapid and substantial decreases in value. Cryptocurrency markets are highly speculative and unpredictable.
2. Liquidity Risk: There may be insufficient liquidity to sell or transfer Tokens at any given time, or at any particular price.
3. Regulatory Risk: Changes in law, regulation, or enforcement actions in any jurisdiction may adversely affect the Token, the Platform, or your ability to hold, use, or transfer Tokens.
4. Technology Risk: Smart contracts and blockchain technology are subject to bugs, vulnerabilities, exploits, hacks, and other technical failures that may result in loss of Tokens or value.
5. Operational Risk: The Company may cease operations, become insolvent, or be unable to continue providing the Platform or its Services.
6. Third-Party Risk: The Platform relies on third-party infrastructure, including blockchain networks, oracles, exchanges, and wallet providers, over which the Company has no control.
7. Fork and Protocol Risk: Blockchain networks may undergo forks, upgrades, or changes that could affect the Token or its functionality.

5.5 No Refund Policy

ALL TOKEN ACQUISITIONS ARE FINAL AND NON-REFUNDABLE. The Company is under no obligation to repurchase, redeem, exchange, or refund any Tokens under any circumstances, including but not limited to changes in Token utility, Platform discontinuation, market conditions, or regulatory changes.

6. DeFi Vaults and Quantitative Trading Strategies

6.1 Nature of Services

The Platform provides access to DeFi vaults that deploy quantitative trading strategies. You acknowledge and agree that:

1. All trading involves substantial risk of loss, including the possibility of losing your entire deposited amount.
2. Past performance of any vault, strategy, or trading algorithm is not indicative of future results and should not be relied upon.
3. The Company does not guarantee any level of return, yield, or performance.
4. Vault strategies are automated and operate based on algorithmic parameters that may not account for all market conditions.
5. Smart contract interactions carry inherent risks, including but not limited to bugs, exploits, oracle manipulation, and flash loan attacks.

6.2 No Financial Advice

Nothing on the Platform constitutes financial, investment, legal, tax, or other professional advice. The Company is not a registered investment adviser, broker-dealer, financial planner, or fiduciary. Any information provided through the Platform is for informational purposes only and should not be construed as a recommendation to buy, sell, hold, or otherwise transact in any Digital Asset. You are solely responsible for conducting your own due diligence and making your own investment decisions.

6.3 User Responsibility

You are solely responsible for:

1. Evaluating the risks and merits of any transaction or strategy.
2. Ensuring sufficient understanding of DeFi protocols, smart contracts, and blockchain technology.
3. Monitoring your positions, deposits, and withdrawals.
4. Paying all applicable taxes on any gains or transactions.
5. Complying with all applicable laws regarding Digital Asset transactions in your jurisdiction.

7. Gamification Features

7.1 XP Points and Leaderboards

The Platform includes gamified features such as tap-to-earn mechanics, XP points, quests, challenges, and leaderboards. You acknowledge and agree that:

1. XP points are virtual, have no monetary value, and are non-redeemable for cash, cryptocurrency, or any other form of consideration.
2. XP points are non-transferable outside the Platform and cannot be sold, traded, or exchanged.
3. The Company reserves the right to modify, reset, or remove XP points, leaderboard standings, or any gamification feature at any time without notice or compensation.
4. Any rewards or benefits associated with gamification features are provided at the Company's sole discretion and may be modified or discontinued at any time.

7.2 Fair Play

The following activities are strictly prohibited and may result in immediate account termination:

1. Use of bots, scripts, automation tools, or any non-manual input methods.
2. Exploitation of bugs, glitches, or vulnerabilities in the Platform.
3. Creation or use of multiple accounts to gain unfair advantage (multi-accounting).
4. Collusion with other Users to manipulate leaderboards or rewards.
5. Any form of cheating, fraud, or manipulation of Platform features.

8. Intellectual Property Rights

8.1 Company Ownership

The Company owns or holds valid licences to all Intellectual Property associated with the Platform, including but not limited to: trading algorithms, quantitative strategies, source code, software, user interface designs, graphics, logos, trademarks, trade names, domain names, documentation, and all content made available through the Platform. All rights not expressly granted herein are reserved.

8.2 Limited Licence

Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform for your personal, non-commercial use. This licence does not include the right to:

1. Copy, modify, distribute, or create derivative works of any Platform content.
2. Reverse engineer, decompile, disassemble, or attempt to extract source code from any Platform software.
3. Scrape, crawl, or use automated means to extract data from the Platform.
4. Use the Platform or its content for any commercial purpose without prior written consent.
5. Remove, alter, or obscure any proprietary notices or attributions.

8.3 User-Generated Content

By submitting, posting, or sharing any content on the Platform, you grant the Company a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable licence to use, reproduce, modify, adapt, publish, translate, distribute, and display such content in any media. You represent and warrant that you own or have the necessary rights to grant this licence and that your content does not infringe upon any third-party rights or violate any applicable law.

9. Data Collection and Privacy

9.1 Data Collection

The Platform collects and processes personal data in accordance with our Privacy Policy. By using the Platform, you consent to the collection, processing, storage, and transfer of your personal data as described in the Privacy Policy. Data collected may include:

1. Device and browser information, IP addresses, and geolocation data.
2. Wallet addresses, transaction history, and blockchain interaction data.
3. Account information, Telegram ID, and authentication data.
4. Usage patterns, interaction history, and behavioural analytics.
5. Communications with the Company, including support requests.

9.2 Blockchain Data

You acknowledge that blockchain transactions are publicly recorded and permanently immutable. The Company cannot delete, modify, or control information recorded on public blockchain networks. Wallet addresses and transaction data on public blockchains are not subject to data deletion requests.

9.3 Cookies and Tracking

The Platform uses cookies and similar tracking technologies. By using the Platform, you consent to our use of cookies as described in our Cookie Policy. You may manage cookie preferences through your browser settings, but disabling cookies may impair Platform functionality.

10. Prohibited Activities

In addition to restrictions stated elsewhere in these Terms, you agree not to:

1. Use the Platform for any unlawful purpose, including money laundering, terrorist financing, tax evasion, fraud, or market manipulation.
2. Circumvent, disable, or interfere with any security features, access controls, or technical measures of the Platform.
3. Introduce malware, viruses, or any harmful code to the Platform.
4. Engage in any activity that could damage, overburden, or impair the Platform's infrastructure.
5. Impersonate any person or entity, or falsely represent your affiliation.
6. Harass, abuse, threaten, or defame other Users.
7. Access or use another User's account without authorisation.
8. Use the Platform to facilitate or promote any illegal activity.
9. Attempt to gain unauthorised access to any part of the Platform, other accounts, or connected systems.
10. Use the Platform from a Restricted Jurisdiction or while subject to applicable sanctions.

11. Disclaimers

11.1 As-Is Basis

THE PLATFORM AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

1. Implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
2. Warranties regarding the accuracy, completeness, reliability, or timeliness of any information.
3. Warranties that the Platform will be uninterrupted, error-free, secure, or free of viruses or harmful components.
4. Warranties regarding the performance, outcome, or results of any vault, strategy, or trading activity.

11.2 No Guarantee of Access or Continuity

The Company does not guarantee continuous, uninterrupted, or secure access to the Platform. The Platform may be modified, suspended, or discontinued at any time without notice. The Company shall not be liable for any modification, suspension, or discontinuation.

11.3 Third-Party Services

The Platform may integrate with or provide links to third-party services, protocols, blockchain networks, exchanges, or applications. The Company does not endorse, control, or assume responsibility for any third-party services. Your interactions with third-party services are governed by their respective terms and are at your own risk.

11.4 Smart Contract Disclaimer

While the Company endeavours to deploy secure and audited smart contracts, the Company makes no warranty that any smart contract is free from bugs, vulnerabilities, or exploits. You acknowledge that smart contract interactions carry inherent and potentially unrecoverable risks. The Company shall not be liable for any loss arising from smart contract failures, exploits, or unforeseen behaviours.

12. Limitation of Liability

12.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY:

1. Indirect, incidental, special, consequential, punitive, or exemplary damages.
2. Loss of profits, revenue, data, goodwill, or anticipated savings.
3. Loss or depreciation in value of any Digital Assets, including $KVAI Tokens.
4. Damages arising from unauthorised access to or alteration of your data or transmissions.
5. Damages arising from any interruption, suspension, or termination of the Platform.
6. Damages arising from third-party actions, services, or smart contract interactions.

This exclusion applies regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise), even if the Company has been advised of the possibility of such damages.

12.2 Maximum Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED US DOLLARS (US$100).

12.3 Essential Basis

You acknowledge and agree that the disclaimers and limitations of liability set forth in these Terms are an essential basis of the agreement between you and the Company, and that the Company would not provide the Platform or Services to you without these limitations.

13. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees and costs) arising from or relating to:

1. Your use of or access to the Platform or its Services.
2. Your breach or alleged breach of these Terms.
3. Your violation of any applicable law, regulation, or third-party rights.
4. Any content you submit, post, or transmit through the Platform.
5. Your negligence or wilful misconduct.
6. Any tax liability arising from your use of the Platform or Digital Asset transactions.

This indemnification obligation survives termination of these Terms and your use of the Platform.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms and any dispute arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to conflict of law principles.

14.2 Informal Resolution

Prior to initiating any formal dispute resolution proceedings, the parties agree to attempt in good faith to resolve any dispute through informal negotiation for a period of not less than thirty (30) days from the date of written notice of the dispute.

14.3 Binding Arbitration

If the dispute cannot be resolved through informal negotiation, it shall be finally resolved by binding arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the SIAC Rules in force at the time of filing. The arbitration shall be:

1. Seated in Singapore.
2. Conducted in the English language.
3. Decided by a sole arbitrator appointed in accordance with SIAC Rules.
4. Confidential, with the arbitral award being final and binding on the parties.

The arbitral award may be enforced in any court of competent jurisdiction. The prevailing party shall be entitled to recover its reasonable costs and legal fees from the non-prevailing party.

14.4 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION.

14.5 Injunctive Relief

Notwithstanding the foregoing, the Company may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of the Company's Intellectual Property, confidential information, or other proprietary rights.

15. Force Majeure

The Company shall not be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay is caused by circumstances beyond the Company's reasonable control, including but not limited to:

1. Natural disasters, pandemics, epidemics, or acts of God.
2. War, armed conflict, terrorism, or civil unrest.
3. Government actions, sanctions, embargoes, or regulatory changes.
4. Blockchain network congestion, failures, forks, or protocol changes.
5. Cyberattacks, distributed denial-of-service attacks, or hacking.
6. Third-party service provider failures or outages.
7. Power outages, telecommunications failures, or internet disruptions.
8. Labour disputes, strikes, or shortages.

16. Anti-Money Laundering and Compliance

16.1 AML/KYC

The Company reserves the right to implement and enforce anti-money laundering (AML) and know-your-customer (KYC) procedures at any time. You agree to comply with any verification requests and to provide such documentation and information as the Company may reasonably require. Failure to comply may result in restricted access or account termination.

16.2 Suspicious Activity

The Company reserves the right to report suspicious transactions or activities to relevant authorities in accordance with applicable law. The Company may freeze, suspend, or restrict account access pending investigation of suspected illegal activity.

17. Modifications to Terms and Platform

17.1 Amendments

The Company reserves the right to modify, amend, or replace these Terms at any time, at its sole discretion. Material changes will be communicated through the Platform, by updating the "Last Updated" date, or by other reasonable means. Your continued use of the Platform after any such changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue all use of the Platform.

17.2 Platform Changes

The Company reserves the right to modify, update, suspend, or discontinue any aspect of the Platform, including features, functionalities, Token utilities, vault strategies, fee structures, and any other element, at any time without prior notice or liability. No modification shall give rise to any claim, right, or cause of action against the Company.

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, and any other policies referenced herein, constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersede all prior or contemporaneous communications, proposals, negotiations, and agreements, whether oral or written.

18.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

18.3 Waiver

No failure or delay by the Company in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof. No single or partial exercise of any right shall preclude further exercise of that or any other right. All waivers must be in writing and signed by an authorised representative of the Company to be effective.

18.4 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without the Company's prior written consent. The Company may freely assign, transfer, or delegate its rights and obligations under these Terms to any affiliate, successor, or acquirer without your consent.

18.5 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and do not create any third-party beneficiary rights. No person or entity other than you and the Company may enforce any provision of these Terms.

18.6 Survival

The following provisions shall survive termination or expiration of these Terms: Sections 5 ($KVAI Token), 8 (Intellectual Property), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 14 (Governing Law and Dispute Resolution), and 18 (General Provisions), together with any other provisions which by their nature should survive.

18.7 Notices

Notices to the Company should be directed to the official contact channels listed on the Platform. The Company may provide notices to you through the Platform interface, email, or any other reasonable means.

18.8 Language

These Terms are drafted in the English language. In the event of any conflict between the English version and any translation, the English version shall prevail.

BY USING THE KVANTS PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS IN THEIR ENTIRETY.