VORTEX FINANCE - TERMS OF USE

1. Introduction, Parties and Acceptance

1.1 These Terms of Use ("Terms") govern your access to and use of:

• the website operated at https://www.vortexfinance.co/ and any related sub-domains (the "Website");
• any Vortex finance widget, iframe or similar interface embedded in third-party websites or applications (the "Widget");
• any publicly exposed application programming interfaces, software development kits or other technical interfaces made available by Vortex (collectively, the "APIs"); and
• all related services provided by or through Vortex (together, the "Services").

1.2 The Services are provided by SatoshiPay Ltd., a company incorporated in England and Wales with its registered office at Hill Dickinson Llp, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW United Kingdom ("Vortex", "we", "us", "our").

1.3 These Terms form a legally binding agreement between you, as an individual end-user of the Services ("you", "your", "User" or "End User"), and Vortex.

1.4 By accessing or using the Website, Widget or APIs, or by initiating or attempting to initiate any transaction through the Services, you:

• acknowledge that you have read and understood these Terms;
• agree to be bound by these Terms; and
• agree that these Terms apply regardless of whether you access Vortex directly or via a third-party site or application integrating the Widget or APIs.

1.5 If you do not agree with these Terms, you must not access or use the Website, the Widget, the APIs or any other part of the Services.

1.6 These Terms incorporate by reference and should be read together with:

• our Privacy Policy, available at https://www.vortexfinance.co/en/privacy-policy;
• our Cookie Policy, available at https://www.vortexfinance.co/en/privacy-policy; and
• any Partner-specific terms, payment provider terms, wallet provider terms or other third-party terms presented to you in the course of using the Services (collectively, "Third-Party Terms").

In the event of any conflict between these Terms and Third-Party Terms in relation to the fiat-crypto transaction itself, the relevant Third-Party Terms of the Partner, bank, card issuer or payment service provider will generally prevail for that transaction, except where mandatory law requires otherwise.

2. Definitions

2.1 In these Terms, unless the context requires otherwise:

• "API(s)" has the meaning given in clause 1.1 and includes any associated documentation, keys, SDKs and sample code.
• "Business Day" means a day other than a Saturday, Sunday or public holiday.
• "Designated Wallet" means a Digital Asset wallet or address specified by you for receipt or sending of Digital Assets in connection with a Transaction.
• "Digital Asset" means any cryptographic token, virtual currency, crypto-asset, stablecoin, or similar digital representation of value that is supported by the Services from time to time, excluding Fiat Currency.
• "Fiat Currency" means legal tender issued by a central bank or government, such as USD, EUR, BRL or any other fiat currency supported from time to time.
• "Order" means a request by you, via the Services, to buy or sell a Digital Asset or Fiat Currency at a given Quote or within specified parameters.
• "Partner" means any independent third-party service provider (including but not limited to regulated virtual asset service providers, payment institutions, e-money institutions, banks, card acquirers, PSPs and liquidity providers) that provides fiat-crypto conversion, payment processing, payout, settlement or related services in connection with Transactions directly to the user with its own regulation on its own terms.
• "Quote" means a price indication or exchange rate, including associated fees, limits and other parameters, shown to you via the Services for a potential Transaction, which may be time-limited and conditional.
• "Sanctions" means any economic, financial or trade sanctions laws, regulations, embargoes, restrictive measures or similar regimes administered or enforced by the United Nations, the European Union, any EU Member State, the United Kingdom, the United States (including OFAC), or any other relevant governmental or regulatory authority.
• "Services" has the meaning given in clause 1.1.
• "Third-Party Services" means services provided by Partners, banks, card schemes, payment service providers, wallet providers, identity verification providers, analytics providers, hosting providers and any other third parties engaged in connection with the Services.
• "Transaction" means any fiat-crypto or crypto-fiat conversion, and any associated payment, payout or transfer, that is initiated or facilitated through the Services.
• "Wallet" means any software, hardware or custodial wallet that can store or manage Digital Assets.
• "Website", "Widget" and "APIs" have the meanings given in clause 1.1.

2.2 Other capitalised terms are defined in the body of these Terms. References to the singular include the plural and vice versa.

3. Scope and Nature of the Services

3.1 Vortex provides a technical aggregation and routing layer that displays Quotes from Partners for fiat-crypto and crypto-fiat Transactions and enables the technical initiation, routing and status tracking of such Transactions.

3.2 Vortex is not a bank, payment institution, e-money institution, exchange, investment firm, broker, custodian, or wallet provider, and does not provide legal, tax or investment advice.

3.3 The fiat-crypto conversion and any related payment or payout are executed by a Partner, through a decentralized exchange, but not by Vortex. The Partner acts as merchant of record and is responsible for KYC/AML, transaction monitoring and regulatory compliance for its leg of the Transaction.

3.4 Vortex does not:

• hold or control your Fiat Currency or Digital Assets at any time;
• operate or control your Wallet or private keys;
• provide ongoing custody or account balances; or
• guarantee execution of any Order or performance of any Partner.

3.5 Vortex may modify, suspend or discontinue parts of the Services, supported assets, payment methods or Partners at any time, where required for legal, regulatory, security or operational reasons.

3.6 Certain features or jurisdictions may be offered only in cooperation with one or more specific Partners and may be subject to additional terms, eligibility criteria or regulatory requirements.

4. Eligibility, Territories and Restricted Use

4.1 You may use the Services only if, at the time of each use:

• you are at least 18 years old or have reached the age of majority in your jurisdiction, whichever is higher; and
• you have the legal capacity to enter into binding contracts.

4.2 You must not use the Services if:

• use of the Services, or the acquisition, holding or disposal of the relevant Digital Assets, is prohibited, restricted or requires licences or registrations under the laws applicable to you;
• you are a resident, citizen or located in any country, territory or jurisdiction that is subject to comprehensive Sanctions or which Vortex or any Partner designates as high-risk or restricted from time to time (collectively, "Restricted Jurisdictions"); or
• you or any beneficial owner of your funds is:
  • listed on, or owned or controlled by a person listed on, any applicable Sanctions list; or
  • otherwise the subject of Sanctions.

4.3 Vortex and the Partners reserve the right, at any time and in their sole discretion, to:

• refuse to provide the Services in relation to any jurisdiction, person or use case;
• block, restrict or terminate your access to some or all of the Services; or
• cancel or suspend Transactions,

where they reasonably believe that such action is necessary or desirable for legal, regulatory, sanctions, fraud, AML, risk management, reputational or similar reasons.

4.4 You are solely responsible for determining whether your use of the Services is lawful in the jurisdiction(s) where you are resident, located or otherwise subject to law, and for complying with all applicable laws and regulations.

5. Account, Access and KYC

5.1 Vortex may allow or require you to create an account or profile to access certain features of the Services. If so, you must:

• provide accurate, current and complete information;
• keep that information up-to-date; and
• maintain the confidentiality and security of any login credentials or API keys.

5.2 You are responsible for all activities that occur under your account or using your API keys, whether or not authorised by you. You must notify us promptly at support@vortexfinance.co if you suspect any unauthorised access or compromise.

5.3 Partners and/or their designated service providers may require you to undergo KYC/AML checks, including the provision of:

• identity documents;
• proof of address;
• information about source of funds or source of wealth; and
• any other information reasonably required for compliance purposes.

5.4 KYC/AML checks may be performed:

• directly by the Partner;
• by Vortex on behalf of the Partner; and/or
• by third-party identity verification or compliance service providers.

5.5 If you fail to provide requested information, or if KYC/AML checks cannot be completed to the satisfaction of the Partner or Vortex:

• your Orders or Transactions may be refused, cancelled or delayed;
• your access to some or all of the Services may be suspended or terminated; and
• any funds may be handled in accordance with applicable law and the relevant Partner's policies.

6. Quotes, Orders, Execution and Limits

6.1 A Quote shown via the Services is indicative or firm as stated in the interface and is subject to time limits and availability.

6.2 A Quote will generally become binding for the relevant Partner only when all of the following have occurred (unless the interface clearly states otherwise):

• you have confirmed the Order and explicitly consented to proceed;
• the Partner or payment provider has confirmed receipt and successful authorisation of the required Fiat Currency or Digital Asset amount; and
• any required KYC/AML or other compliance checks have been completed without unresolved issues.

6.3 Vortex does not commit to, and does not guarantee, any particular execution time, price or outcome for Orders. Execution is conditional upon:

• availability of liquidity;
• successful receipt and settlement of funds by the relevant Partner;
• successful completion of required compliance checks; and
• absence of technical failures, security incidents, network congestion or external constraints.

6.4 Vortex and/or its Partners may set and change transaction limits at any time, including minimum and maximum amounts and periodic volume limits per User, Partner, asset, network or jurisdiction.

6.5 Vortex and/or any Partner may refuse, cancel or reverse an Order or Transaction (in whole or in part), or apply additional checks, where permitted by law, including if:

• the Order appears unusual, high-risk, fraudulent or linked to prohibited activities;
• the Quote has expired or is manifestly erroneous;
• payment is not received in full, on time or from an acceptable source; or
• technical, legal, regulatory, sanctions or compliance reasons justify such action.

6.6 Where an Order is cancelled or not executed after you have sent funds, the refund or return of such funds (if any) will be handled by the relevant Partner, bank or payment provider according to their policies and applicable law. Vortex is not responsible for any delays, FX movements or fees associated with such processes.

7. Fees, Pricing, FX and Promotions

7.1 Various fees may apply to the use of the Services, including:

• Vortex service fees;
• Partner fees;
• card processing or banking fees;
• blockchain or network fees; and
• spreads or margins embedded in the exchange rate of partners and decentralised exchanges.

7.2 To the extent practicable, applicable fees and charges will be disclosed to you in the flow before you confirm an Order. However, certain third-party fees (such as bank charges or unexpected network fees) may not be fully visible in advance.

7.3 Exchange rates and prices for Digital Assets and Fiat Currencies are highly volatile and may change rapidly. The rates shown in a Quote:

• may differ from rates available on other platforms, at other times, or via other providers; and
• may be updated frequently, even within short time frames.

7.4 Vortex or a Partner may from time to time run promotions, subsidies, discounts or "zero-fee" campaigns. Unless expressly stated otherwise:

• such campaigns are time-limited and subject to change or withdrawal at any time;
• eligibility may depend on criteria such as asset, jurisdiction, payment method, volume or specific integrator; and
• caps or quotas may apply per User, per Partner, per campaign or overall.

7.5 You acknowledge that rounding differences and small residual amounts can occur due to:

• the decimal precision of certain Digital Assets or Fiat Currencies;
• FX conversions; and
• technical limitations.

Subject to mandatory law, such residual amounts may be retained by the Partner or by Vortex where operationally impractical to allocate otherwise.

8. Risk Disclosure

8.1 Digital Assets and related activities involve significant risks, including the risk of loss of some or all of the value of your holdings. Before using the Services, you should carefully consider whether you can afford to lose any amounts involved.

8.2 Without limitation, you acknowledge the following risks:

(a) Market and volatility risk

Digital Asset and FX markets are highly volatile. Prices can move rapidly and unexpectedly, and Digital Assets may lose all or most of their value.

(b) Technology and network risk

Digital Assets rely on blockchain and other distributed ledger technologies. There may be bugs, vulnerabilities, forks, network congestion, delays, failed transactions, double-spends or other technical issues.

(c) Irreversibility and user error

Transactions on many blockchains are generally irreversible once confirmed. If you provide an incorrect address, select the wrong network, send to an unsupported asset or contract, or otherwise make an error, you may permanently lose the funds involved.

(d) Regulatory and legal risk

Laws and regulations relating to Digital Assets and fiat-crypto conversions are evolving and may change quickly. New rules may:

• restrict, prohibit or impose new obligations on the Services or specific assets; or
• require reporting, disclosure or other compliance actions.

(e) Counterparty and credit risk

Banks, card issuers, PSPs, Partners and other intermediaries may experience operational issues, financial difficulties, regulatory restrictions or insolvency. Their failure could result in delays, losses or inability to complete Transactions.

(f) Security risk

Your devices, Wallets, private keys, seed phrases and accounts may be targeted by malware, phishing, social engineering, SIM-swap attacks or other forms of cybercrime. Compromise of your credentials may lead to loss of funds.

8.3 Vortex does not provide:

• investment, financial or trading advice;
• legal, accounting or tax advice; or
• recommendations on whether to buy, sell or hold any Digital Asset.

Any information provided through the Services is of a general nature only and does not take into account your personal circumstances. You are solely responsible for your decisions.

8.4 You should seek independent professional advice before entering into any Transaction and before relying on any information obtained through the Services.

9. Wallets and Addresses

9.1 You must provide accurate and compatible Designated Wallet addresses and select the correct blockchain network and asset when using the Services.

9.2 Vortex does not control, operate or maintain your Wallet(s). We do not store or have access to your private keys, seed phrases or backup phrases. We cannot recover or restore your Wallet if you lose access.

9.3 Vortex cannot and will not:

• recover Digital Assets sent to the wrong address, wrong network, unsupported asset, or smart contract not under the control of Vortex or a Partner; or
• reverse or modify blockchain transactions once broadcast.

9.4 You are solely responsible for:

• verifying the accuracy of all wallet addresses and network selections;
• ensuring that your Wallet supports the Digital Asset and network involved; and
• maintaining appropriate security for your Wallet and devices including the backup of recovery keys (seed phrases) of the wallets used.

10. Third-Party Services and Partners

10.1 The Services rely on Third-Party Services, including Partners, PSPs, banks, card schemes, wallet providers, identity verification providers, data centres and infrastructure vendors. Vortex does not control and is not responsible for:

• the content, terms, privacy practices, availability or security of Third-Party Services; or
• any action or omission of any third party.

10.2 Your use of Third-Party Services may be subject to Third-Party Terms. You are responsible for reviewing and complying with those terms. If you do not accept those terms, you should not use the related part of the Services.

10.3 Any disputes, chargebacks, reversals, refunds or claims relating to:

• bank transfers;
• card payments;
• payment-initiated debits; or
• payout failures

are primarily between you and the relevant bank, card issuer, PSP or Partner, subject to applicable law. Vortex may assist at its discretion but is under no obligation to become involved in such disputes.

10.4 Vortex may receive fees, revenue shares or other economic benefits from Partners or other third parties in relation to your use of the Services. This does not alter your obligations or our disclaimers under these Terms.

11. Refunds, Chargebacks and Reversals

11.1 Fiat refunds (if any) for Transactions are generally handled by the relevant Partner, bank or PSP according to their policies and applicable law. Vortex does not hold your fiat funds and is not responsible for:

• the timing of any refund;
• FX rate changes that occur before a refund is processed; or
• any intermediary bank or card fees.

11.2 On-chain Digital Asset transfers are normally non-reversible. Once a Transaction has been submitted to the blockchain, it cannot be undone by Vortex.

11.3 If you initiate a chargeback, dispute or reversal with your bank or card issuer:

• Vortex and/or the relevant Partner may suspend or terminate your access to the Services;
• investigations may be carried out and additional documentation requested from you; and
• where a chargeback is deemed illegitimate or abusive, Vortex or the Partner may seek to recover resulting losses, including through collection efforts or legal action, where permitted by law.

11.4 In case of over-payments, under-payments, late payments, expired Quotes, or partial fills:

• the Partner may, at its discretion and subject to law, complete the Transaction at a different rate, partially fulfil it, or refund the relevant amount; and
• Vortex is not liable for any resulting FX differences, network fees or opportunity costs.

12. Taxes

12.1 You are solely responsible for:

• determining which taxes (if any) apply to your Transactions and holdings (including income, capital gains, VAT, GST, stamp duty or similar);
• reporting such taxes to the relevant authorities; and
• paying any such taxes in accordance with applicable law.

12.2 Vortex does not provide tax advice and does not assume any responsibility for your tax obligations.

12.3 Vortex, Partners or other third parties may be required by law to:

• collect, withhold or remit certain taxes or levies; or
• report information about you, your Transactions or your accounts to tax or other authorities.

You consent to such actions to the extent required by applicable law.

13. User Obligations and Prohibited Activities

13.1 You agree to use the Services only for lawful purposes and in accordance with these Terms and all applicable laws.

13.2 You must not use the Services, directly or indirectly, for any of the following ("Prohibited Activities"):

• any activity that would violate or attempt to circumvent Sanctions, AML, CTF or other financial crime laws;
• fraud, scams, misrepresentation, identity theft, "phishing", or similar deceptive practices;
• financing or facilitating terrorism, proliferation of weapons, or other serious crime;
• dealing in the proceeds of crime;
• ransomware payments, extortion, blackmail or similar schemes;
• operation of or interaction with darknet markets, mixing services/tumblers (except where expressly permitted by law and policy), or privacy-enhancing technologies where restricted;
• unlicensed money transmission, payment services, banking or investment services;
• unauthorised or illegal gambling, betting or gaming, where restricted by law or by Vortex policy;
• dealing in goods or services that are illegal in your jurisdiction or the jurisdiction of Vortex, a Partner or any relevant payment provider;
• infringement of any third party's intellectual property or privacy rights;
• attempting to access or probe systems without authorisation, or interfering with the security or integrity of any network or system;
• using bots, scrapers or automated tools in a manner that burdens or disrupts the Services, except as permitted by our API terms;
• reverse engineering, decompiling or attempting to derive source code from any part of the Services, except to the extent permitted by mandatory law; or
• any other activity that Vortex reasonably considers to be high-risk, abusive or harmful.

13.3 Vortex may, at its discretion, monitor use of the Services (in compliance with applicable law) and may report any suspicious activity to relevant authorities and Partners.

14. Intellectual Property and Licence

14.1 All intellectual property rights in and to the Services, including but not limited to:

• the Website, Widget and APIs;
• software, source code and object code;
• documentation, text, graphics, logos, trademarks, trade names and interface designs;
• databases and data models; and
• any improvements, modifications or derivative works,

are owned by Vortex or its licensors. All rights not expressly granted under these Terms are reserved.

14.2 Subject to your compliance with these Terms, Vortex grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to:

• access and use the Website and Widget for your personal, lawful purposes; and
• where applicable, use publicly documented endpoints of the APIs for lawful purposes, within any rate limits or usage policies communicated by Vortex.

14.3 If you integrate or embed the Widget or call the APIs from your own site or application without a separate written agreement with Vortex, you additionally agree that:

• you will not misrepresent the nature of the Services or your relationship with Vortex;
• you will comply with all technical and branding guidelines that Vortex may publish from time to time;
• you will not modify, obscure or remove any Vortex branding, legal notices or links included in the Widget without our prior written consent; and
• Vortex may suspend or revoke your integration or API access at any time.

14.4 Nothing in these Terms grants you any rights to use Vortex's names, logos or trademarks except as strictly necessary to use the Services in accordance with these Terms or as permitted in a separate agreement.

15. Service Availability, Changes and Maintenance

15.1 The Services are provided on an "as is" and "as available" basis. Vortex does not guarantee:

• continuous, uninterrupted or error-free access to the Services; or
• that any defect or error will be corrected.

15.2 Vortex may temporarily suspend or limit all or part of the Services for:

• scheduled or emergency maintenance;
• security incidents or vulnerabilities;
• Partner or third-party outages;
• compliance with legal or regulatory requirements; or
• other reasonable operational reasons.

15.3 Vortex may change or discontinue features, supported assets, networks, payment methods or Partners at any time. Where practicable, we will aim to provide notice of material changes, but we are not obligated to do so in all circumstances.

16. Data Protection and Privacy

16.1 Vortex processes personal data in accordance with its Privacy Policy at https://www.vortexfinance.co/en/privacy-policy which forms part of these Terms. By using the Services, you acknowledge and agree to the processing of your personal data as described there.

16.2 Without limiting the Privacy Policy, you acknowledge that:

• Vortex collects and processes personal data such as identification data, contact details, transaction data, device information and usage data;
• certain data may be shared with Partners, PSPs, banks, analytics providers, identity verification providers and other Third-Party Services for purposes including:
  • KYC/AML and fraud prevention;
  • transaction processing and settlement;
  • compliance with legal obligations; and
  • service improvement and analytics; and
• data may be processed in and transferred to multiple jurisdictions, which may have different data protection laws, subject to appropriate safeguards.

16.3 Where required by law, we will seek your consent for specific types of processing (for example, cookies or marketing communications). You may withdraw such consent at any time in accordance with the Privacy Policy, but this may limit your ability to use parts of the Services.

17. Disclaimers and Limitation of Liability

17.1 Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation.

17.2 To the maximum extent permitted by applicable law, and subject to clause 17.1:

(a) No warranties

The Services are provided on an "as is" and "as available" basis. Vortex makes no representations or warranties of any kind, express or implied, including:

• any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or satisfactory quality; or
• any warranty that the Services will be uninterrupted, secure, or error-free.

(b) No responsibility for market movements

Vortex is not responsible for any loss resulting from market movements, volatility, slippage, or price differences between Quotes and other venues.

(c) Third-party and network failures

Vortex is not liable for any loss or damage arising from:

• actions or omissions of Partners, banks, card schemes, PSPs, wallet providers or other third parties;
• blockchain or network failures, forks, attacks, congestion, bugs or other technical events; or
• force majeure events, including natural disasters, war, terrorism, strikes, internet or telecom failures, or governmental actions beyond our reasonable control.

17.3 To the maximum extent permitted by law, Vortex will not be liable for:

• any loss of profits, revenue, business, contracts, anticipated savings, goodwill or opportunity;
• any indirect, incidental, special, punitive or consequential loss or damage; or
• any loss or corruption of data.

17.4 Subject to clauses 17.1-17.3, and to the extent permitted by law, Vortex's aggregate liability to you arising out of or in connection with the Services and these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will be limited to the lesser of:

• the total amount of net fees actually paid by you to Vortex in connection with your use of the Services in the 12-month period immediately preceding the event giving rise to the claim; and
• 5000 USD

18. Indemnity

18.1 To the maximum extent permitted by law, you agree to indemnify and hold harmless Vortex, its affiliates, directors, officers, employees and agents from and against any and all claims, demands, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with:

• your breach of these Terms or of any applicable law or regulation;
• your use or misuse of the Services;
• any Prohibited Activities carried out by you or through your account;
• any claim by a third party relating to your use of the Services, your Wallet, or your Transactions; or
• any chargeback, dispute, reversal or recovery action initiated by you where such action is found to be abusive, fraudulent or otherwise unjustified.

18.2 Vortex may, at its own expense, assume control of the defence of any matter subject to indemnification by you. You must cooperate fully with Vortex in such defence.

19. Suspension, Termination and Closing

19.1 Vortex may, at any time and with or without prior notice (to the extent permitted by law), suspend or terminate your access to all or part of the Services, or close or restrict your account, if:

• you breach these Terms or any applicable law;
• Vortex or a Partner reasonably suspects fraud, money laundering, terrorist financing or other financial crime;
• required by law, regulation, court order, law enforcement or a regulatory authority;
• Vortex or a Partner identifies a material security or operational risk; or
• Vortex decides to cease providing the Services or any part thereof.

19.2 Unless prohibited by law, Vortex will endeavour to provide you with notice of termination or suspension and, where appropriate, the reasons for it. However, Vortex has no obligation to disclose details that would compromise security or any investigation.

19.3 Upon termination:

• your right to use the Services will cease immediately;
• these Terms will continue to apply to any rights and obligations accrued up to the date of termination; and
• clauses that by their nature should survive termination (including without limitation clauses 8, 10, 11, 12, 14, 16, 17, 18, 20, 21 and 22) will continue in full force and effect.

19.4 Termination of your access to the Services does not affect your obligations or rights under any separate agreement you may have with a Partner or other third party.

20. Changes to These Terms

20.1 Vortex may amend or update these Terms from time to time. When we do so, we will:

• publish the updated Terms on the Website; and
• update the "Last updated" date at the top.

20.2 Where changes are material and where reasonably practicable, we will seek to provide notice (for example via the Website, email or within the Widget or APIs) before the new Terms take effect.

20.3 Your continued access to or use of the Services after the effective date of updated Terms will constitute your acceptance of those changes. If you do not agree with the updated Terms, you must stop using the Services.

21. Governing Law and Dispute Resolution

21.1 These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales, without regard to its conflict of law rules.

21.2 Subject to any mandatory consumer protection rules in your country of residence, any dispute, controversy or claim arising out of or in connection with these Terms or the Services, including any question regarding their existence, validity or termination, will be resolved by the courts of England and Wales which will have exclusive jurisdiction.

21.3 If you are a consumer and mandatory law gives you the right to bring claims in the courts of your home country, nothing in these Terms will limit that right.

22. Miscellaneous

22.1 Entire agreement

These Terms, together with the Privacy Policy, Cookie Policy and any other documents or policies explicitly incorporated by reference, constitute the entire agreement between you and Vortex in relation to your use of the Services and supersede any prior agreements or understandings.

22.2 Assignment

You may not assign, transfer or delegate any of your rights or obligations under these Terms without Vortex's prior written consent. Vortex may assign or transfer its rights and obligations under these Terms, in whole or in part, to any affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of assets, without your consent.

22.3 Severability

If any provision of these Terms is held to be invalid, illegal or unenforceable by a competent authority, that provision will be enforced to the maximum extent permitted and the remaining provisions will continue in full force and effect.

22.4 No waiver

No failure or delay by Vortex in exercising any right or remedy under these Terms will operate as a waiver of that right or remedy, nor will any single or partial exercise of any such right or remedy preclude any further exercise.

22.5 Force majeure

Vortex will not be liable for any failure or delay in performing its obligations under these Terms to the extent caused by events or circumstances beyond its reasonable control, including force majeure events, network failures, third-party outages or changes in law.

22.6 Notices

Notices to Vortex under these Terms should be sent to support@vortexfinance.co or to any other contact method specified on the Website. Vortex may provide notices to you via:

• the Website;
• email to the address associated with your account (if any); or
• in-product notifications within the Widget or APIs.

22.7 Language

These Terms may be made available in multiple languages. In case of discrepancies or conflicts between different language versions, the English version will prevail, except where prohibited by applicable law.