Terms of Use

OffCode.pro, hereinafter referred to as “OffCode.pro,” “we,” “us,” or “our,” operates the Platform, as defined below, and provides the Services, as defined below. These Terms of Use, hereinafter referred to as the “Agreement,” form a legally binding agreement between OffCode.pro and you, hereinafter referred to as “you” or the “User,” and govern your access to the Platform and use of the Services.

Any additional terms and documents, including, without limitation, the fee schedule, Risk Disclosure, Privacy Policy, applicable Product Terms, conditions, restrictions, disclaimers, and obligations, are incorporated into this Agreement by reference.

You must read this Agreement carefully. By accessing the Platform or using the Services, you acknowledge that you have read, understood, and agreed to this Agreement. OffCode.pro may amend or supplement it in accordance with Section 17 and Applicable Law.

Risk Disclosure

Trading Digital Assets, as defined below, involves significant risk and may not be suitable for every investor. The value of Digital Assets may fluctuate substantially on any given day and may be affected by external financial, technological, regulatory, or political events. Price volatility and unpredictability may result in significant losses, including the possible total loss of an investment over a short period. You are responsible for determining, in light of your financial circumstances, whether buying, selling, or holding Digital Assets is appropriate for you.

In some jurisdictions, activities involving Digital Assets may be unregulated or subject to limited regulation. Regulatory changes or actions by competent authorities, including actions unrelated to OffCode.pro, may adversely affect the use, transfer, exchange, or value of Digital Assets. The government of the country or region in which you reside may regard the trading of Digital Assets or use of particular Services as unlawful.

Read the Risk Disclosure made available by OffCode.pro for additional information about risks associated with access to the Platform and use of the Services. That disclosure cannot explain every possible risk or how each risk relates to your personal circumstances. Before accessing the Platform or using the Services, you must fully understand the risks involved.

OffCode.pro does not maintain a fiduciary relationship or fiduciary duty in connection with any Transaction, as defined below, or any other activity you perform through the Services. We are not your broker, intermediary, agent, investment adviser, financial adviser, tax adviser, or legal adviser. No communication or information supplied by us constitutes or should be interpreted as advice.

You acknowledge that you use the Services at your own risk and are responsible for independently determining whether the Services are suitable for your investment objectives, financial circumstances, risk tolerance, experience, knowledge, and needs. You are responsible for your losses and obligations. We do not recommend that you buy, acquire, sell, or hold any Digital Asset. Before doing so, conduct your own due diligence and, where appropriate, consult independent financial, legal, tax, and other professional advisers.

OffCode.pro takes reasonable steps to seek the accuracy of information displayed on the Platform. Nevertheless, unless Applicable Law provides otherwise, OffCode.pro is not responsible for losses arising from the purchase, sale, or holding of Digital Assets, including losses caused directly or indirectly by use of or reliance on information supplied through the Platform.

1. Definitions

Unless the context requires otherwise, the following words and expressions have the meanings set out below.

“Account” means any account or sub-account maintained by you with OffCode.pro.

“Account Credentials” means your Account information, username, password, personal identification number, API key, API secret, or any other code or authentication method used to access your Account or the Services or to submit Instructions.

“Account History” means the written or electronic record of your Account and Transactions.

“Affiliate” means any person, entity, or company that directly or indirectly controls, is controlled by, or is under common control with another person, entity, or company.

“Airdrop” means the distribution or attempted distribution of a Digital Asset by a Digital Asset network to addresses that support that network.

“API” means an application programming interface supplied by OffCode.pro, its Affiliates, or a third-party application relying on that API.

“Applicable Law” means all applicable laws, regulations, equitable principles, rules, standards, regulatory requirements, notices, orders, warrants, injunctions, judgments, local ordinances, decisions, directives, announcements, mandatory codes of conduct, guidelines, practice notes, and relevant interpretations issued by a government, court, or regulatory authority and applicable to the provision, receipt, or use of the Services; any product or result delivered in connection with the Services; this Agreement; or other applicable terms.

“Authorised Person” means any person identified by you and notified to OffCode.pro as authorised to act on behalf of a User in relation to a Corporate Account.

“Available Digital Assets” means the Digital Assets offered on the Platform in connection with the Services, as amended from time to time.

“OffCode.pro Intellectual Property” means all Intellectual Property owned by or licensed to OffCode.pro.

“Corporate Account” means an Account maintained by OffCode.pro to provide Services to a company, entity, or other organisation.

“Digital Asset” means a digital representation of value or rights that may be electronically transferred and stored using distributed-ledger technology or similar technology, including, without limitation, cryptocurrencies, stablecoins, non-fungible tokens, and tokenised derivatives of Digital Assets. Digital Assets do not include Fiat Currency.

“Dominant Digital Asset” means the Digital Asset resulting from a Fork that OffCode.pro determines, in its sole discretion and in good faith, to be dominant in relation to one or more alternative versions resulting from that Fork.

“Fiat Currency” means a national or supranational currency issued by a government or central bank that is not a Digital Asset, and any monetary obligation denominated in that currency.

“Fork” means any planned or unplanned, sudden or scheduled, expected or unexpected, public or undisclosed, consensual or contentious change to the basic operating rules of a Digital Asset that creates one or more versions of the existing Digital Asset.

“Improper Intent” means any suspected or actual market manipulation or market abuse, as reasonably determined by OffCode.pro, including, without limitation, obtaining a profit where the executable price of a Transaction does not reflect the prevailing market price or improperly taking advantage of how OffCode.pro supplies prices.

“Instruction” means any instruction, request, or order concerning operation of your Account or execution of a Transaction submitted by you or an Authorised Person to OffCode.pro in the method and form OffCode.pro may require.

“Intellectual Property” means: (i) registered and unregistered copyright, patents, database rights, trademarks, designs, know-how, and confidential information; (ii) applications to register and rights to claim registration of those rights; and (iii) every other form of intellectual-property right and equivalent or similar protection existing anywhere in the world.

“Network Event”, in relation to a Digital Asset, means any event other than an Airdrop or Fork occurring on the Digital Asset’s blockchain or smart contract, beyond OffCode.pro’s reasonable control, that results in: (a) loss of control or ownership of the Digital Asset by OffCode.pro or a third party; or (b) alteration, reversal, or invalidation of transaction records on the blockchain through fraudulent conduct or consensus, including a double-spend attack, 51% attack, or blockchain reorganisation. OffCode.pro will determine the existence of a Network Event in good faith using reasonable criteria.

“Platform” means the digital platform made available by OffCode.pro or its Affiliates through the Site, a mobile application, an API, or another method specified from time to time.

“Product Terms” means the product-specific terms and conditions applicable to use of a Service or product.

“Prohibited Country or Region” means the following countries and regions and any other location specified by OffCode.pro from time to time: Alberta, Canada; Cuba; China; Hong Kong; Iran; North Korea; Singapore; Sudan; Syria; Iraq; Libya; Yemen; Afghanistan; the Central African Republic; the Democratic Republic of the Congo; Guinea-Bissau; Haiti; Lebanon; Somalia; the Netherlands; and South Sudan.

“Restricted Person” means a person included on a trade-embargo, economic-sanctions, terrorism, or corrupt-foreign-official list, including lists issued by the United Nations Security Council, governments, the United Kingdom, the European Union, or Canada; or a person located, incorporated, resident, or a citizen in a Prohibited Country or Region.

“Risk Disclosure” means the risk-disclosure statement published by OffCode.pro on the Site.

“Services” means the services provided by OffCode.pro to you through the Platform.

“Transaction” means a sale, purchase, entry into, or agreement to sell, purchase, or enter into a transaction involving Digital Assets, derivatives, other assets, or products that OffCode.pro may permit on the Platform, and any transfer of Digital Assets into or out of your Account.

“South Sudanese Person” means a natural person who is a citizen or resident of South Sudan, or an entity incorporated, formed, or operating in South Sudan, or whose director, ultimate beneficial owner, or Authorised Person is a citizen or resident of South Sudan.

“User Intellectual Property” means Intellectual Property owned by or licensed to you on the effective date of this Agreement and Intellectual Property subsequently acquired or licensed to you, excluding OffCode.pro Intellectual Property.

“User-Created Intellectual Property” means Intellectual Property created by you under this Agreement, including User Materials but excluding User Intellectual Property.

“User Materials” means Intellectual Property in comments, posts, information, data, and opinions supplied by you or other users to OffCode.pro through the Services, Site, or Platform.

“Site” means www.offcode.pro and any other website, page, functionality, or content owned or operated by OffCode.pro.

2. Eligibility

Before using the Services, you must register on the Platform. To open an Account and use the Services, you must:

2.1 be a natural person, company, or other organisation with full power and capacity to access and use the Services and enter into and perform this Agreement;

2.2 be at least 18 years old if you are a natural person;

2.3 be duly authorised to represent and bind an entity if you act as its employee, agent, or representative;

2.4 not be suspended or disqualified from using the Services;

2.5 not already hold another Account unless expressly authorised by OffCode.pro;

2.6 not access the Services from a jurisdiction in which access or use is prohibited, restricted, or unlawful;

2.7 not otherwise be prohibited, restricted, unauthorised, or ineligible to use all or part of the Services under this Agreement, law, or a regulatory requirement; and

2.8 not be a Restricted Person.

3. Services

3.1 Once an Account has been opened, you may use the Services subject to this Agreement and applicable Product Terms. You acknowledge that Affiliates of OffCode.pro may provide part of the Services.

3.2 The Platform may offer, with scope updated from time to time:

(i) information about Digital Asset projects, including real-time quotations and trading information;

(ii) Digital Asset trading services;

(iii) customer support;

(iv) technical and administrative services required for operation of the Platform; and

(v) other services publicly announced by the Platform.

3.3 Fiat Currency services:

(i) OffCode.pro does not conduct or offer direct exchange from one Fiat Currency to another.

(ii) OffCode.pro does not directly provide conversion between Fiat Currency and Digital Assets. Equivalent services accessible through the Platform or by redirection are provided by third parties, referred to as “Fiat Service Providers.”

(iii) To use those services, you must agree to the terms, rules, and policies of the relevant third party and provide the information it requires. Those services are governed by the Fiat Service Provider’s terms and conditions.

4. Fees and Taxes

4.1 You agree to pay all fees applicable to use of the Services as stated in the fee schedule, Product Terms, or other notice supplied by OffCode.pro.

4.2 Fee calculations made by OffCode.pro are final and binding, except in the case of manifest error or where law provides otherwise, and will be made in good faith using the methods applicable to the relevant Service.

4.3 You authorise OffCode.pro to deduct from your Account fees, commissions, interest, charges, and other amounts due. If you owe a particular Digital Asset but lack a sufficient balance in that asset, OffCode.pro may deduct the equivalent amount from other assets in your Account, converting them at the rate then offered on the Platform or another commercially reasonable rate. If the Account does not contain sufficient assets, the unpaid amount becomes an immediately payable debt in an amount and form commercially reasonably determined by OffCode.pro and permitted by Applicable Law.

4.4 OffCode.pro may amend its fee schedule, including by introducing new fees or charges. If you do not accept a change, you may close your Account. Continued use after the change takes effect constitutes acceptance, subject to notice duties under Applicable Law.

4.5 You are responsible for determining which taxes apply to payments you make or receive and for calculating, reporting, and paying the correct taxes to the competent authorities. OffCode.pro is not responsible for determining the tax treatment of your Transactions or for calculating, reporting, or paying your taxes. You acknowledge that OffCode.pro may report Transactions to tax authorities, provide necessary documents or records, and withhold or deduct taxes where required by Applicable Law.

5. Your Account

Account opening

5.1 To access the Platform and use the Services, you must register an individual or Corporate Account. All Accounts are provided exclusively by OffCode.pro, which may reject an application subject to Applicable Law.

5.2 If you are an individual User, you may use your Account only in your own name and not for a third party. If you are a corporate User, an Authorised Person may use the Account only for the benefit of the entity and not for a third party. You must not provide direct Platform access to another person, including through a sub-account, unless that person has completed the identity-verification process required by OffCode.pro and accessed the Platform independently. A person authenticated in that manner may be treated as an Authorised Person. You are responsible for activity conducted through your Account and resulting risks and losses, except to the extent OffCode.pro is responsible under Applicable Law.

5.3 Before opening an Account, you must complete identity verification. OffCode.pro may request information about you and, where relevant, Authorised Persons. An individual User may not hold more than one Account without permission. You agree that:

(i) all information supplied will be complete, accurate, true, and promptly updated;

(ii) OffCode.pro may conduct investigations necessary to verify identity and protect you, the Platform, and third parties against fraud, money laundering, terrorist financing, and other financial crime, and may take reasonable action based on the results;

(iii) personal data may be disclosed to identity-verification, compliance, credit-reference, fraud-prevention, or financial-crime institutions, which may respond to OffCode.pro’s enquiries;

(iv) OffCode.pro may require enhanced due diligence, additional information about you, your business, or Authorised Persons, records, documents, or interviews;

(v) personal data will be retained for the period necessary to provide the Services and comply with the Privacy Policy, anti-money-laundering duties, and Applicable Law; and

(vi) further information about personal-data processing appears in the Privacy Policy.

Account maintenance

5.4 OffCode.pro may request information at any time to comply with Applicable Law, identification requirements, or investigations relating to money laundering, terrorist financing, fraud, or other financial crimes, or for another justified reason. You agree to provide requested information and permit retention of Transaction records for the period required by the purpose and Applicable Law.

5.5 Access rights and Transaction limits may change based on information collected. If OffCode.pro reasonably suspects that information is incorrect, false, outdated, or incomplete, it may require correction, deletion, or another necessary action.

5.6 You must comply with lawful information requests. Refusal or failure to respond within the stated period may result in immediate suspension or termination of access to the Account or part of the Services, without prior notice where permitted by law.

5.7 You must ensure that an Account registered in your name is not used by another person and that a Corporate Account is accessed only by Authorised Persons.

Account information and Transaction records

5.8 You may view your Account History. User-facing records are supplied for reference. If information shown on the Platform conflicts with OffCode.pro’s internal records, the internal records prevail except in the case of manifest error or where law provides otherwise.

5.9 You are responsible for checking Account History for errors. An error or unauthorised Transaction must be reported within five calendar days after the history is made available, without limiting any non-waivable statutory period.

5.10 OffCode.pro may correct an error in Account History and cancel, void, reverse, or adjust a Transaction involving or resulting from an error, acting reasonably and in compliance with Applicable Law.

5.11 OffCode.pro may be required to share Account and history information with third parties, Affiliates, or authorities and may do so under this Agreement, the Privacy Policy, and Applicable Law.

Account security

5.12 You must protect hardware and data from viruses, malware, and inappropriate materials and maintain backups where appropriate. Unless law provides otherwise, OffCode.pro is not responsible for losses caused by your failure to use reasonable security measures.

5.13 You and each Authorised Person must keep Account Credentials secure and under proper control. If you know or suspect that the Account, associated email, or credentials have been compromised or used without authorisation, you must notify OffCode.pro immediately.

5.14 You must monitor Account History and promptly report suspicious or unauthorised activity.

5.15 If you suspect a security breach, immediately notify OffCode.pro, provide accurate and current information, use any available account-disable mechanism, and cooperate with reasonable mitigation, management, investigation, and reporting steps. OffCode.pro may require relevant documents and share information with third parties necessary to investigate the incident, subject to the Privacy Policy and Applicable Law.

Account closure

5.16 You may close your Account using the applicable procedure after paying outstanding amounts. You authorise OffCode.pro to cancel or suspend pending Transactions and deduct amounts owed at closure.

5.17 You may be unable to close the Account while:

(i) attempting to evade an investigation by a competent authority;

(ii) Transactions or claims remain pending;

(iii) outstanding amounts remain due;

(iv) the Account is frozen, suspended, restricted, or held; or

(v) another justified reason permitted by Applicable Law exists.

6. Transactions

6.1 You may trade directly with OffCode.pro or with other users, including Transactions intermediated or not intermediated by OffCode.pro, as supported by the Services. OffCode.pro does not represent or warrant that every Transaction will complete successfully or within a particular period.

6.2 You are responsible for control of your Account. Instructions issued using your Account Credentials by you or an Authorised Person may be treated as valid. OffCode.pro is not liable for losses arising from unauthorised Instructions, including those resulting from User error, negligence, or fraud, except where the unauthorised Instruction resulted from a technical failure, fault, or responsibility legally attributable to OffCode.pro.

6.3 To satisfy retention requirements, you permit OffCode.pro, without creating an obligation beyond law, to keep Transaction records during the life of the Account and for the period required by the stated purpose and Applicable Law. The Privacy Policy explains collection and use of those data.

6.4 If you execute a Transaction with Improper Intent or an erroneous Transaction, OffCode.pro may, without paying compensation, penalties, or liability and in compliance with Applicable Law:

(i) cancel or declare the Transaction void and treat it as though it never occurred; or

(ii) amend the Transaction price to reflect the prevailing market price during the relevant period, determined using reasonable sources of fair pricing.

You are responsible for third-party Transactions that must be cancelled or amended as a result, except where responsibility arises from OffCode.pro’s own conduct.

Transaction limits

6.5 Your Account may be subject to limits based on the value or volume of Transactions or the amount of Digital Assets transferred into or out of the Account.

6.6 OffCode.pro may amend applicable Transaction limits, acting reasonably and in accordance with law. You may request a change, but approval remains subject to OffCode.pro’s risk, security, and compliance conditions.

7. Instructions

7.1 You must ensure that every Instruction is complete and accurate. OffCode.pro is not required to verify the accuracy, authenticity, or validity of every Instruction or monitor apparent duplicates. Where OffCode.pro has reasonable doubt, it may reject or delay execution and request additional information.

7.2 Instructions are irrevocable once received by OffCode.pro’s servers unless OffCode.pro gives written consent or law requires otherwise. OffCode.pro’s Instruction records are binding, subject to manifest error and non-waivable rights.

7.3 By submitting an Instruction, you authorise OffCode.pro to initiate Transactions, credit or debit Digital Assets, or provide settlement information to a third party. You must maintain sufficient balance for the Transaction and related fees. If the balance is insufficient, OffCode.pro may reject the Transaction and may reject Instructions in other circumstances permitted by this Agreement.

7.4 You acknowledge that Instructions and messages sent through the internet or email may pass through public and international networks that are not specially protected. OffCode.pro cannot guarantee absolute protection from unauthorised access. You accept inherent transmission risks without limiting OffCode.pro’s legal security duties.

7.5 Subject to this Agreement and Product Terms, and provided sufficient unrestricted balance exists, you may request withdrawal to an external wallet. After receipt, OffCode.pro will: (i) deduct the corresponding amount from your Account; and (ii) initiate the on-chain transfer to the address you supplied. The request may be refused where restricted by law, and withdrawals may be suspended to resolve Platform incidents. Functionality will be restored after resolution when possible and permitted.

8. Termination, Suspension, and Restriction

8.1 OffCode.pro may modify, suspend, or terminate a Service or feature when necessary, subject to this Agreement and Applicable Law.

OffCode.pro may, where permitted: (i) reject, prohibit, cancel, or reverse an authorised Transaction; (ii) terminate, suspend, or restrict access to Services; (iii) terminate, suspend, close, hold, or restrict an Account; (iv) refuse to transmit information or Instructions to a third party, including a wallet operator; and (v) take necessary action, including immediate action, in any of the following circumstances:

(i) you lose eligibility for one or more Services;

(ii) OffCode.pro reasonably suspects that: (a) a person other than you accessed or will access the Account for unlawful, fraudulent, or unauthorised purposes; (b) an unauthorised person accessed or will access a Corporate Account; (c) multiple unauthorised persons accessed the same Account; or (d) information supplied is incorrect, false, outdated, or incomplete;

(iii) OffCode.pro has reasonable concern about solvency or financial condition, including: 1. bankruptcy, mental incapacity, an act of bankruptcy, or insolvency proceedings involving an individual; 2. death, bankruptcy, incapacity, or proceedings involving a partner, or dissolution or material partnership changes; 3. a company’s inability to pay debts when due or the commencement of bankruptcy, judicial administration, receivership, administration, or a similar process; or 4. a meeting of creditors, compromise, arrangement, or assignment of assets for creditors;

(iv) information or documents required under Section 5 have not been supplied;

(v) enhanced due diligence required under Section 5.3(iv) has not been completed;

(vi) Applicable Law, a court, or a competent authority in a jurisdiction where OffCode.pro operates requires action;

(vii) OffCode.pro determines or suspects that: 1. you breached this Agreement or Product Terms; 2. you breached an express or implied warranty or made a false statement; 3. a Transaction was unauthorised, erroneous, fraudulent, or unlawful, or Account or Service use was or is fraudulent, unauthorised, or unlawful; or 4. money laundering, terrorist financing, fraud, or another crime occurred in relation to the Account;

(viii) Account use is subject to a pending or ongoing legal, governmental, or regulatory action, investigation, or proceeding, or activities present heightened non-compliance risk;

(ix) you owe an outstanding debt to OffCode.pro;

(x) a communication sent to your email is returned as undeliverable;

(xi) an identity-verification issue exists;

(xii) you attempted to circumvent controls, opened multiple Accounts without permission, or abused an event or promotion; or

(xiii) another justified reason requires action to protect the Platform, users, or third parties.

OffCode.pro may also suspend, terminate, or replace an Account where necessary or legally required, including without prior notice where permitted.

8.2 You acknowledge that:

(i) the examples in Section 8.1 are illustrative and not exhaustive; and

(ii) measures may be based on confidential criteria essential to OffCode.pro’s risk-management and security protocols. OffCode.pro is not required to disclose details that would compromise those protocols.

8.3 If access to a Service is terminated, suspended, held, or restricted:

(i) pending Instructions, orders, positions, or Transactions may be closed by you or OffCode.pro, as applicable;

(ii) Account debits may result in immediate suspension or restriction;

(iii) reactivation may require full payment of amounts and fees due; and

(iv) if a debit exists, you authorise OffCode.pro to deduct costs and fees from assets in the Account without prior notice where permitted by law.

8.4 Unlawful possession. If OffCode.pro knows or reasonably believes that Digital Assets in an Account were stolen or unlawfully held, whether through error or otherwise, it may hold the relevant assets and Account until it receives acceptable evidence of lawful entitlement. OffCode.pro is not required to resolve private ownership disputes between users or third parties.

8.5 Access from other jurisdictions. Residents of certain countries or regions may have access to only part of the Services. Available Services may change. If you travel to a Prohibited Country or Region, access may be restricted, affecting trading, monitoring of open orders or positions, and other functionality. You must not circumvent restrictions through a virtual private network or any method intended to alter or conceal IP address or location.

9. Available Digital Assets

9.1 OffCode.pro provides Services only for Available Digital Assets and may remove or suspend one or more assets, using commercially reasonable efforts to give advance notice. After removal or suspension, you may be limited to withdrawing the asset. At the end of the notified period, if an unsupported asset remains in the Account, OffCode.pro may convert it in a commercially reasonable manner into a stable Digital Asset after advance notice and an opportunity to withdraw.

OffCode.pro is not responsible for an unsupported asset sent to an Account or an Available Digital Asset sent to an incompatible address or network. Those assets may be lost. For certain assets, OffCode.pro may, in its sole discretion, offer an attempted recovery and charge a fee disclosed before authorisation. Recovery and the amount recovered are not guaranteed and may differ from an estimate. OffCode.pro is not liable for losses inherent in an attempted recovery or later use of recovered assets, except for non-excludable legal responsibility.

9.2 OffCode.pro may suspend Services relating to a particular Digital Asset while deciding whether to support a Fork. It has no obligation to support a forked version even if that version becomes the Dominant Digital Asset. If a Fork is supported, OffCode.pro will issue an official announcement through the Site or another appropriate channel.

OffCode.pro does not control the creation or implementation of a Fork and does not guarantee the security, functionality, or availability of a resulting asset. You may be unable to trade after a Fork and may lose value associated with the relevant asset.

9.3 OffCode.pro does not promise or guarantee a result or support for a proposed Fork, post-Fork asset, or Airdrop. It may decide whether to declare, list, or distribute any resulting asset and the applicable eligibility conditions. If you wish to participate directly in a Fork or Airdrop, you should consider withdrawing affected assets to a private wallet before the event, accepting the risks of withdrawal and self-custody.

9.4 The Platform may support Digital Assets that are represented as backed by or linked to another asset, including a Digital Asset, silver, or gold, referred to as “Asset-Backed Digital Assets.” Before conducting a related Transaction, you confirm that you have read and understood the applicable terms and risks. OffCode.pro has no obligation to purchase, repurchase, or assist with redemption of an Asset-Backed Digital Asset and may change, suspend, or terminate related Services. OffCode.pro makes no representation that such an asset will maintain its value relative to a reference asset or that an issuer or third party maintains sufficient or adequate reserves.

10. Intellectual Property

10.1 OffCode.pro Intellectual Property remains the property of OffCode.pro. During this Agreement or until access is suspended or terminated, whichever occurs first, OffCode.pro grants you a limited, revocable, non-exclusive licence to use its Intellectual Property, excluding trademarks, solely for personal non-commercial use or internal business use necessary to receive the Services.

10.2 User Intellectual Property. You grant OffCode.pro a perpetual, irrevocable, royalty-free, worldwide, non-exclusive licence to use User Intellectual Property where that use: (i) constitutes or relates to use of User-Created Intellectual Property; and (ii) is necessary to provide the Services. The licence includes the right to sublicense to a third party where necessary for OffCode.pro or its Affiliates to provide the Services.

10.3 User-Created Intellectual Property automatically belongs to OffCode.pro from creation. You assign all present and future right, title, and interest in it with full title guarantee and will ensure equivalent assignment by agents, representatives, and contractors. Upon request, you must sign documents and take steps necessary to perfect that transfer without additional compensation, subject to Applicable Law.

10.4 User Materials. OffCode.pro is not responsible for materials made available by users or third parties. You use such materials at your own risk, without warranties, subject to non-excludable legal obligations.

10.5 Rights over User Materials. OffCode.pro may remove, modify, or refuse content submitted, posted, or displayed on the Platform where there is a contractual, legal, security, or moderation basis. It may issue a warning, remove content, seek compensation, freeze or close an Account, suspend access, or restrict future use of Services in accordance with this Agreement and Applicable Law.

11. Prohibited Uses

11.1 By opening an Account or conducting a Transaction, you agree that neither you nor an Authorised Person will:

(i) breach this Agreement, Product Terms, or a related agreement;

(ii) use the Services for unauthorised resale or commercial purposes, including trading on behalf of another person or entity, unless OffCode.pro has expressly agreed in writing;

(iii) use the Services in a manner that OffCode.pro reasonably considers to constitute market manipulation or market abuse, whether or not independently prohibited by Applicable Law, including a pump-and-dump scheme, wash trading, self-trading, front running, quote stuffing, spoofing, or layering;

(iv) engage in fraudulent activity or a Transaction that OffCode.pro reasonably suspects to be fraudulent;

(v) use the Services to participate in raffles, gambling, penny auctions, sports forecasting or odds calculations, fantasy leagues with cash prizes, online gambling, contests, sweepstakes, or prohibited speculative games;

(vi) obtain or attempt to obtain funds from the same Transaction simultaneously from OffCode.pro and another user during a claim; conduct business or use the Services in a way likely to result in claims, disputes, actions, refunds, chargebacks, fees, fines, or other liability for OffCode.pro, another user, a third party, or you; or allow the Account to maintain a negative balance or negative quantity of Digital Assets;

(vii) provide false, inaccurate, or misleading information when using the Services, communicating with OffCode.pro, or in relation to this Agreement;

(viii) buy or sell identity-verification or KYC information in any form. OffCode.pro is not responsible for Account-ownership or asset disputes resulting from breach of this restriction and may immediately freeze or terminate the Account;

(ix) use deep links, crawlers, robots, spiders, automated devices, programs, scripts, algorithms, methods, or equivalent manual processes to access, obtain, copy, or monitor a part of the Platform; reproduce or circumvent its navigation structure or presentation to obtain material not intentionally made available; gain unauthorised access to the Platform or related servers; use hacking, password mining, or another prohibited method; probe, scan, or test vulnerabilities without authorisation; breach security or authentication measures; reverse-look-up or trace information about another user or visitor; impose an unreasonably or disproportionately large load on the Services or connected infrastructure; interfere with normal operation; forge headers; impersonate another person; or manipulate identity to conceal the origin of a message or transmission;

(x) modify or adapt all or part of the Platform or combine or integrate it with another program or application without authorisation;

(xi) decompile, disassemble, reverse engineer, or attempt to derive source code, object code, underlying concepts, ideas, or algorithms of the Platform or any part of it;

(xii) modify, copy, reproduce, download, store, transmit, distribute, transfer, disassemble, broadcast, publish, remove or alter copyright notices or labels, license, sublicense, sell, mirror, design, rent, lease, label, create a security interest over, create derivative works from, or otherwise exploit OffCode.pro Intellectual Property without authorisation;

(xiii) disseminate a virus, Trojan horse, worm, or other computer program capable of damaging, maliciously interfering with, secretly intercepting, or unlawfully occupying a system, data, or information related to the Services;

(xiv) use an anonymous proxy to evade restrictions; use temporary, disposable, self-destructing, or similar email addresses; use a device, program, or method to circumvent robot-exclusion headers; interfere or attempt to interfere with the Site or Services; or take action likely to cause OffCode.pro to lose services from an internet provider or another supplier;

(xv) create or claim to create a security interest over Digital Assets in the Account without OffCode.pro’s prior written consent;

(xvi) violate or attempt to violate Applicable Law; OffCode.pro’s or a third party’s copyright, patent, trademark, trade secret, or other Intellectual Property; or publicity or privacy rights; or

(xvii) access, use, or attempt to access or use the Services directly or indirectly through a Prohibited Country or Region or a Restricted Person. In particular, South Sudanese Persons are prohibited from accessing the Platform or using the Services. A change in residence or Applicable Law may make continued activity unlawful. You are responsible for ensuring that each Transaction is and remains lawful.

12. Representations and Warranties

12.1 You continuously represent and warrant that:

(i) every document and item of information supplied to OffCode.pro is true, accurate, complete, and current in all respects and may be relied on to determine eligibility;

(ii) every decision relating to this Agreement was made voluntarily after assessing your financial resources, capacity and willingness to bear the relevant risks, and financial objectives;

(iii) you have full power, authority, and capacity to access and use the Platform and Services and to enter into and perform this Agreement and every related agreement, including Product Terms;

(iv) if you are a company, partner, or trustee: 1. the company, partnership, or trust will act in compliance with Applicable Law and its constitutional documents; 2. you will immediately notify OffCode.pro of a resignation, removal, appointment, or death affecting a director, partner, trustee, settlor, ultimate beneficial owner, or Authorised Person; and 3. you will immediately notify OffCode.pro of voluntary or involuntary dissolution;

(v) every third-party consent, permission, authorisation, approval, agreement, licence, registration, declaration, and filing required by a regulator, government department, commission, agency, or other body with jurisdiction over you has been obtained unconditionally in writing, disclosed to OffCode.pro, and has not been withdrawn or modified. Those permissions must cover access to and use of the Platform and Services and entry into and performance of this Agreement and related agreements;

(vi) this Agreement and each related agreement constitutes a valid and legally binding obligation enforceable against you according to its terms, subject to Applicable Law;

(vii) you are not a Restricted Person;

(viii) if you are a legal entity, you are duly incorporated, organised, validly existing under the laws of your jurisdiction, and have full power to conduct business; and if you are an individual, you are at least 18 years old; and

(ix) your access to and use of the Platform and Services and performance of this Agreement will not: 1. violate the constitutional documents of a legal entity, partnership, or trust; 2. breach an instrument, agreement, document, or undertaking binding on you or your property; or 3. cause you, OffCode.pro, or a third party to breach Applicable Law or a judicial, arbitral, governmental, or regulatory decision.

13. Disclaimers

13.1 No representations or warranties. To the fullest extent permitted by Applicable Law, the Services and information made available on the Site and Platform are provided “as is” and “as available,” without express or implied representation or warranty. OffCode.pro disclaims implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. It does not represent or warrant that access to the Site, Platform, Account, Services, or materials will be continuous, uninterrupted, timely, secure, or error-free. An interruption may prevent trading for a period and cause delay.

13.2 Suspension of access. OffCode.pro may suspend access to an Account or Service for scheduled or emergency maintenance. It will use reasonable efforts to process Transactions promptly but makes no representation or warranty about completion time because processing depends on factors beyond its control.

13.3 Content. Although OffCode.pro uses reasonable efforts to update information, it makes no express or implied representation or warranty regarding the accuracy, completeness, or currency of content on the Site or Platform, including information relating to Services.

13.4 Third-party websites. For convenience, the Site or Platform may provide access or links to third-party websites, content, materials, information, or services. OffCode.pro is not responsible for any aspect of them.

13.5 Network access and hardware. You are responsible for obtaining the data-network access and compatible hardware or devices necessary to use the Services and for maintaining them. OffCode.pro does not warrant that the Services will operate on a particular device. Services may be affected by failures and delays inherent in the internet and electronic communications beyond OffCode.pro’s reasonable control.

14. Material Interests and Conflicts

14.1 You acknowledge that OffCode.pro participates in activities involving Digital Assets.

14.2 Except where expressly stated, neither your relationship with OffCode.pro, the Services, nor another matter creates a legal, equitable, agency, or fiduciary duty for OffCode.pro or an Affiliate. OffCode.pro and its Affiliates may act in different capacities and receive fees or commissions from users. They may provide services or conduct business for you, an Affiliate, or another user.

14.3 Neither OffCode.pro nor an Affiliate is required to take into account material information of which it becomes aware, disclose that information to you, or exploit it for your benefit. OffCode.pro may obtain and use general market information in the ordinary course of business, subject to confidentiality, data-protection, market-abuse, and manipulation laws.

14.4 OffCode.pro seeks to maintain effective organisational and administrative arrangements to identify and manage conflicts between OffCode.pro, users, and related third parties. Where those arrangements are insufficient to prevent a risk of harm to a User’s interests, OffCode.pro will disclose the nature or source of the conflict and mitigation measures so that the User may make an informed decision. OffCode.pro may refuse a Service where a conflict cannot otherwise be properly managed.

15. Indemnification

15.1 Third-party claims. To the fullest extent permitted by law, you agree, on demand, to indemnify and hold harmless OffCode.pro, its Affiliates, and representatives against third-party, governmental, or industry-body claims, actions, proceedings, demands, disputes, charges, or investigations and all related losses, liabilities, actual or consequential damages, lost profits, reputational harm, costs, interest, fines, reasonable legal fees, and professional expenses arising from or relating to:

(i) your access to or use of your Account or the Services;

(ii) your actual or alleged breach of this Agreement, applicable Product Terms, or terms incorporated by reference;

(iii) your breach of Applicable Law; or

(iv) your infringement of a third party’s rights.

15.2 Release. To the extent permitted by law, you irrevocably and unconditionally release OffCode.pro from claims and demands arising directly or indirectly from a dispute between you and another user or third party concerning the Services or this Agreement, without excluding liability of OffCode.pro that cannot legally be excluded.

16. Liability

16.1 OffCode.pro’s liability. Except for losses directly caused by OffCode.pro’s gross negligence, wilful misconduct, proven fraud, or material and continuing breach of this Agreement, OffCode.pro is not liable for losses to the fullest extent permitted by law. Subject to mandatory law, the aggregate liability of OffCode.pro and its Affiliates to you is limited to the total fees you paid to OffCode.pro during the three months immediately preceding the event giving rise to the loss. Where legally valid, that amount is full and final payment for all losses and claims relating to the event. You acknowledge that damages may be an adequate remedy and that proprietary claims, injunctions, specific performance, or other relief may be excluded to the extent permitted.

16.2 Limitation of liability. To the fullest extent permitted by law, OffCode.pro and its Affiliates are not liable to you or another person for:

(i) direct or indirect losses or damage, including loss of profit, business, or opportunity, arising from:

1. a risk described in the Risk Disclosure;

2. operation, functionality, security, or availability of a protocol underlying a Digital Asset;

3. the inability of an Asset-Backed Digital Asset to maintain value or of its issuer to maintain sufficient reserves;

4. an act or omission taken under this Agreement;

5. inaccurate, missing, delayed, or interrupted Digital Asset pricing data;

6. scheduled or unscheduled maintenance and a resulting interruption or change to Services;

7. theft of a device from which Services are accessed;

8. an act, omission, or breach by another user or third party;

9. a computer virus, spyware, malware, phishing, spoofing, hardware failure, damage or destruction, corruption or loss of data, internet-service problem, technical or system failure, communication-line failure, network congestion, excessive requests, security vulnerability, or similar technical defect;

10. OffCode.pro’s decision to reject an Account application;

11. termination, suspension, holding, or restriction of an Account or Service, including inability to withdraw Digital Assets, submit Instructions, or execute Transactions during the restriction;

12. a Transaction limit;

13. OffCode.pro’s decision whether to support a Digital Asset;

14. OffCode.pro’s inability to contact you using the details supplied;

15. termination of an inactive Account;

16. failure or delay in completing a Transaction;

17. refusal or delay in executing an Instruction;

18. a security breach affecting your email Account;

19. an act of a third party, including a fraud or scam in which OffCode.pro merely receives Digital Assets;

20. a transfer of Digital Assets away from the Platform at your request;

21. a new Digital Asset launch, initial coin offering, or listing or delisting decision;

22. a Network Event, Fork, or Airdrop;

23. the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing, or continued availability of the Services; delays or omissions; failure to supply or maintain access through a connection service; interruption or interference; or a communication error, regardless of cause; or

24. a Transaction, Instruction, or action performed or purportedly performed through your email or Account;

(ii) loss of business, profits, expected savings, or opportunities, or special, punitive, aggravated, incidental, indirect, or consequential loss or damage arising from the Site, Platform, Account, Services, this Agreement, Product Terms, Privacy Policy, or a related agreement;

(iii) loss or damage caused by manifest error, extreme market volatility, or cancellation or amendment of a Transaction, including lost profit or opportunity, even if foreseeable or if OffCode.pro was aware of the possibility; or

(iv) a loss that is the subject of a claim not commenced through formal legal action within one calendar year after the event giving rise to the claim, where that limitation is permitted. If Applicable Law prohibits a reduced period, the minimum lawful period applies. Claims are subject to binding arbitration under Section 18 where legally applicable.

16.3 Damage or interruption. OffCode.pro is not responsible for damage or interruption caused by a computer virus, spyware, scareware, Trojan horse, worm, other malware, phishing, or spoofing, except to the extent legally attributable to OffCode.pro. SMS and email are vulnerable to spoofing and phishing. You and Authorised Persons are responsible for protecting Account Credentials and carefully examining messages claiming to originate from OffCode.pro.

17. Amendments

17.1 OffCode.pro may amend this Agreement and terms incorporated by reference, including Product Terms. Amendments will be published on the Site and may also be notified by email, application, or another appropriate method. Continued use after an amendment takes effect constitutes acceptance where permitted by law.

17.2 OffCode.pro will seek to notify Users before an amendment takes effect. An amendment may take immediate effect when required to satisfy a legal or regulatory duty or when it merely clarifies the Agreement, in which case notice will be provided as soon as reasonably possible.

17.3 Except for immediate amendments, updates take effect after notice. If you do not accept an amendment, you may close the Account. A material amendment may require renewed express acceptance where law or the nature of the change requires it.

18. Governing Law and Dispute Resolution

18.1 Governing law. This Agreement is governed by and construed under the laws of Hong Kong, without regard to conflict-of-law or choice-of-law rules, subject to any mandatory law that applies to the User.

18.2 Notice of claim. To the extent permitted by law, you agree to waive trial by jury and use the resolution procedure in this Section. Before commencing formal proceedings, you must send a written notice to [email protected] containing:

(i) your name, residential address, email address, and telephone number;

(ii) the nature and basis of the claim; and

(iii) the specific relief requested.

If the parties do not agree on resolution within 30 days after receipt, either party may submit the dispute to binding arbitration as described below.

18.3 Dispute resolution. Any dispute, controversy, difference, or claim between you and OffCode.pro or an Affiliate arising out of or relating to: (a) this Agreement or Product Terms, including their existence, validity, subject matter, interpretation, performance, breach, negotiation, termination, enforceability, or invalidity; (b) your relationship as a User with OffCode.pro or an Affiliate, whether based in contract, tort, statute, fraud, misrepresentation, or another legal theory and whether brought during or after the life of this Agreement; or (c) a non-contractual obligation related to this Agreement, Product Terms, or that relationship, will be submitted to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC rules in force when arbitration begins. The award is final and binding. This arbitration clause survives termination.

You and OffCode.pro agree that:

(i) Hong Kong law governs this arbitration clause;

(ii) the seat of arbitration is Hong Kong;

(iii) the proceeding will be conducted in English;

(iv) unless otherwise agreed, there will be one arbitrator with relevant legal and technical expertise;

(v) if the parties do not agree on an arbitrator within 15 business days after commencement, HKIAC will appoint the arbitrator; and

(vi) the arbitrator may conduct only an individual arbitration and may not: 1. consolidate multiple persons’ claims; 2. conduct a class or representative action; or 3. conduct a proceeding involving more than one person.

A claim must be commenced within one calendar year after it arises or it is irrevocably time-barred, where this limitation is permitted. If law prohibits the limitation, the minimum period required by law applies. To the extent valid, claims will be resolved exclusively by binding arbitration.

OffCode.pro may seek an injunction, emergency relief, or equivalent equitable remedy in any competent jurisdiction.

A dispute will involve only you and OffCode.pro and will be resolved through an individual proceeding, not class arbitration, a class action, or another representative action.

If part of this clause is unenforceable or unlawful: (i) only that part will be severed; (ii) severance will not affect the remainder or arbitration of other claims; and (iii) if a claim must proceed on a class, joint, consolidated, or representative basis, it must be brought in a competent civil court rather than arbitration, and court proceedings may be stayed while individual claims remain in arbitration.

18.4 Confidentiality. Arbitration is confidential. Its existence, the existence and content of a claim, exchanged or submitted documents and information, decisions, and awards may not be disclosed except to the arbitral tribunal, HKIAC, the parties, legal advisers, experts, witnesses, accountants, auditors, insurers, reinsurers, and persons necessary to conduct the arbitration.

Confidential information may be disclosed: (i) with the other party’s written consent; (ii) as required by Applicable Law, a regulator or supervisor, or an order of a competent court or tribunal; (iii) to commence, conduct, or defend legal proceedings enforcing or challenging an award; or (iv) where the information is already public without breach of this Agreement. The confidentiality obligations survive termination and conclusion or suspension of arbitration.

19. General Provisions

19.1 Compliance with law. In using the Services, Account, and Platform, you and each Authorised Person must comply with Applicable Law, relevant licensing requirements, and third-party legal requirements, including data-protection, anti-money-laundering, and counter-terrorist-financing laws.

19.2 Notices. OffCode.pro may send notices or communications relating to the Services to the email associated with your Account. You are responsible for maintaining an accurate and current email address. A notice sent to that address may be deemed received even if delivery fails, to the extent permitted by law. Formal notices, consents, and communications under this Agreement must be in writing, in English, and signed or otherwise authorised by the issuing party unless OffCode.pro accepts another language or form.

19.3 Announcements. Official announcements, news, and events will be published on the Site or Platform. They may affect the value or security of your Digital Assets. You must regularly review official channels and carefully consider their contents.

19.4 Entire agreement. This Agreement and applicable Product Terms constitute the entire agreement concerning the Services. Except as expressly provided, neither party relies on or has a right or remedy regarding an external statement, representation, or warranty, whether negligently or unknowingly made.

19.5 Assignment. You may not assign or transfer a right or delegate an obligation under this Agreement without OffCode.pro’s prior written consent. OffCode.pro may assign or transfer a right or obligation to another person, including in connection with a merger, acquisition, or corporate reorganisation, subject to Applicable Law.

19.6 Severability. If a provision is unlawful, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions are not affected.

19.7 Records. Subject to Applicable Law, OffCode.pro may record communications relating to this Agreement, including Instructions and Transactions, without further notice or consent where permitted. Records may serve as evidence and may be used for compliance, support, dispute handling, and other lawful purposes. They are the exclusive property of OffCode.pro and may be disclosed to regulatory, law-enforcement, tax, or other competent authorities where required.

19.8 Language. This Agreement may be translated into languages other than English. A translation is provided for convenience only. In the event of inconsistency or ambiguity, the English version prevails to the extent permitted by Applicable Law.

19.9 Third-party rights. Except in relation to Affiliates, nothing in this Agreement grants a legal or equitable right or remedy to a person other than the parties and their permitted successors and assigns.

19.10 Survival. Every provision that by its nature should continue after expiration or termination remains binding.

19.11 Relationship. OffCode.pro is not your agent for performance of this Agreement. Nothing creates an association, joint venture, partnership, or franchise between the parties.

19.12 Digital Assets. OffCode.pro records in your Account the quantity and type of Digital Assets credited. Those assets are not necessarily held separately on-chain from assets held for other users or by OffCode.pro for business purposes. An internal ledger records each customer’s entitlement. Every User has an off-chain ledger Account or sub-account with a unique identifier (“UID”) and associated credentials. OffCode.pro is not a trustee of Digital Assets credited to your Account and has no fiduciary responsibility regarding them. When you instruct OffCode.pro to transfer or otherwise deal with Digital Assets, OffCode.pro is not required to use specifically identifiable assets. Subject to this Agreement, it will use Digital Assets of the same type and quantity as those credited to the Account. You are entitled to Digital Assets of the same type and quantity recorded in the Account.

19.13 Force majeure. OffCode.pro is not liable for inability or delay in performing a requirement caused by factors beyond its reasonable control, including labour disputes, strikes, lockouts, shortages or unavailability of energy, raw materials, or supplies, war, terrorism, civil unrest, epidemics, systemic network failures, or equivalent events.

19.14 Waiver. Delay or omission by OffCode.pro in exercising a right or remedy is not a waiver of that or another right or remedy. Rights and remedies are cumulative and do not exclude those supplied by Applicable Law.

19.15 Set-off. In addition to other rights or remedies, OffCode.pro may set off an amount you owe under this Agreement or other terms. Unless Applicable Law provides otherwise, you must pay amounts due without set-off, counterclaim, deduction, or withholding.

19.16 Privacy. If you obtain information about another user through the Platform or Services, you must keep it confidential and use it only in connection with the Services and in accordance with Applicable Law. You must not disclose, distribute, or otherwise use it except as reasonably necessary to complete a Transaction.

19.17 Death or incapacity of the Account holder. If you die or become incapacitated, or OffCode.pro reasonably believes you have died, it may freeze your Account. The Account will remain frozen until: (i) a legal representative or beneficiary successfully completes OffCode.pro’s succession procedure to receive Account assets; or (ii) you adequately prove that you are alive and capable. Transfer is subject to Applicable Law and this Agreement. OffCode.pro does not guarantee a particular transfer period.

19.18 Taxes. You are responsible for determining, calculating, declaring, and paying taxes applicable to payments and Transactions. OffCode.pro does not assume those obligations. It may report Transactions to authorities, supply information needed to calculate obligations, and withhold or deduct taxes where required by Applicable Law.