1. Agreement to Terms

By using our Services, you agree to be bound by these Terms. If you do not want to be bound by these Terms, you are not authorized to access or use the Services and must immediately cease all further access or use of the Services.

2. Privacy Policy

Please review our Privacy Policy , which also governs your use of the Services, for information on how we collect, use and share your information.

3. Changes to these Terms or the Services

We may update the Terms from time to time in our sole discretion. If we do, we will let you know by posting the updated Terms on the Site and/or may also send other communications. It is important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, it means that you accept and agree to the changes. If you do not agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time, and without notice, at our sole discretion.

4. Who May Use the Services

• Eligibility. You may use the Services only if you are at least 18 years old, capable of forming a binding contract with Ten Key Labs, and not otherwise barred from using the Services under applicable law or by these Terms.
• Compliance. The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law. You certify that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Services. Without limiting the foregoing, by using the Services, you represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo; (ii) you are not listed on any U.S. Government list of prohibited, sanctioned, or restricted parties; and (iii) you are not designated or specified under regulations made under the Sanctions and Anti-Money Laundering Act 2018 (Chapter 13) of the laws of England and Wales. You are solely responsible for ensuring that your access and use of the Services does not violate any applicable law. You must not use any software or networking techniques, including use of a Virtual Private Network (VPN) to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition. Without limiting the foregoing, if the access or use of the Services in your jurisdiction or residence or domicile is prohibited by applicable law, you are not permitted to access or use the Services. We reserve the right, but have no obligation, to monitor the locations from which our Services are accessed. Furthermore, we reserve the right, at any time, in our sole discretion, to block access to the Services, in whole or in part, from any geographic location, IP addresses, and unique device identifiers, or to any user who we believe is in breach of these Terms.

5. About the Services

The Services facilitate tracking and analytics of your Capitalization Table (”Cap Table”), Employee Stock Option Plans (”ESOP”), Document Collection & Extraction, and other related artifacts in the domain of Equity Management.

6. Suspension or Termination

We may suspend or terminate your access to the Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we, in our sole discretion, determine you are violating these Terms or the terms of any third-party service provider. Such suspension or termination shall not constitute a breach of these Terms by Ten Key Labs. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, Ten Key Labs may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Services. Such limitations may include, where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services.

7. Feedback

We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

8. Intellectual Property

We may make available through the Services content that is subject to intellectual property rights. We or our licensors, or the third parties who otherwise own the intellectual property rights, retain all rights to that content.

9. General Prohibitions and Enforcement Rights

You agree not to do any of the following:

• Use, display, mirror or frame the Services or any individual element within the Services, Ten Key Labs’ name, any Ten Key Labs trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without Ten Key Labs’ express written consent;
• Access, tamper with, or use non-public areas of the Services, Ten Key Labs’ computer systems, or the technical delivery systems of Ten Key Labs’ providers;
• Attempt to probe, scan, or test the vulnerability of any Ten Key Labs system or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Ten Key Labs or any of Ten Key Labs’ providers or any other third party (including another user) to protect the Services;
• Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Ten Key Labs or other generally available third-party web browsers;
• Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive, or false source-identifying information;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
• Collect or store any personal identifying information from the Services from other users of the Services without their express permission;
• Impersonate or misrepresent your affiliation with any person or entity;
• Engage or assist in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity (including but not limited to money laundering, terrorist financing, or deliberately engaging in activities designed to adversely affect the performance of the Services);
• Fabricate in any way any transaction or process related thereto;
• Place misleading offers;
• Disguise or interfere in any way with the IP address of the computer you are using to access or use the Services, or that otherwise prevents us from correctly identifying the IP address and geographic location of the computer you are using to access the Services;
• Transmit, exchange, or otherwise support the direct or indirect proceeds of criminal or fraudulent activity;
• Violate any applicable law or regulation; or
• Encourage or enable any other individual to do any of the foregoing.

Ten Key Labs is not obligated to monitor access to or use of the Services or to review or edit any Services content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

11. Links to Third Party Websites or Resources

The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products, or services on or available from those resources or links displayed on such websites. You acknowledge that you have sole responsibility for, and assume all risk arising from, your use of any third-party resources.

12. Termination

We may suspend or terminate your access to and use of the Services at our sole discretion, at any time and without notice to you. You may disconnect your account at any time. You acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us or any third party, to the fullest extent permitted by applicable law. Upon any termination, discontinuation or cancellation of the Services, the following Sections will survive: 6, 9, 12, 13, 14, 15, 16, 17, 18 and 19.

13. Warranty Disclaimers

THE SERVICES AND ANY CONTENT CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TEN KEY LABS (AND ITS SERVICE PROVIDERS, LICENSORS, AGENTS, REPRESENTATIVES AND AFFILIATES) MAKE NO WARRANTY THAT THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (III) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. TEN KEY LABS (ON BEHALF OF ITSELF AND ITS SERVICE PROVIDERS, LICENSORS, AGENTS, REPRESENTATIVES AND AFFILIATES) DISCLAIMS ANY AND ALL OTHER WARRANTIES, GUARANTEES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AS TO THE SERVICES AND ANY CONTENT CONTAINED THEREIN. WE (ON BEHALF OF OURSELVES AND OUR SERVICE PROVIDERS, LICENSORS, AGENTS, REPRESENTATIVES AND AFFILIATES) FURTHER EXPRESSLY DISCLAIM ALL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THIRD PARTY SERVICES. NOTHING HEREIN NOR ANY USE OF OUR SERVICES IN CONNECTION WITH THIRD PARTY SERVICES CONSTITUTES OUR ENDORSEMENT, RECOMMENDATION, OR ANY OTHER AFFILIATION OF OR WITH ANY THIRD PARTY SERVICES.

NONE OF TEN KEY LABS OR ANY OF ITS SERVICE PROVIDERS, LICENSORS, AGENTS, REPRESENTATIVES AND AFFILIATES REPRESENT, WARRANT OR GUARANTEE THAT ANY CONTENT ON THE SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE AND NONE OF THE FOREGOING WILL BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN, OR TAKEN IN RELIANCE ON, MATERIAL OR INFORMATION CONTAINED ON THE SERVICES. WHILE TEN KEY LABS ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES AND ANY CONTENT THEREIN SAFE, NONE OF TEN KEY LABS OR ANY OF ITS SERVICE PROVIDERS, LICENSORS, AGENTS, REPRESENTATIVES AND AFFILIATES REPRESENT, WARRANT, OR GUARANTEE THAT THE SERVICES, ANY CONTENT THEREIN, OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY.

NONE OF TEN KEY LABS OR ANY OF ITS SERVICE PROVIDERS, LICENSORS, AGENTS, REPRESENTATIVES AND AFFILIATES WILL BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) UNAUTHORIZED ACCESS TO SERVICES; OR (IV) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.

THE SERVICES MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF THE SERVICES AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY, OR PERFORMANCE OF THE SERVICES CAUSED BY SUCH FACTORS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY, OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER DATA.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.

14. Assumption of Risk

You accept and acknowledge:

• You are solely responsible for determining what, if any, taxes and gas fees apply to your purchases and interactions via the Services. Ten Key Labs is not responsible for determining or paying the taxes or gas fees that apply to such transactions.
• There are risks associated with using an Internet based digital asset, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your profile. Ten Key Labs will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when effecting transactions with our Services, however caused, including any gas gees paid or payable in connection therewith. Ten Key Labs does not store your password, passkey, private key or other credentials needed to access any NFTs following sale, and will not be able to recover such items if you should lose them. You should keep a copy of your password, private key or passkey in a secure location.
• Transactions involving our Services may rely on third-party platforms to perform transactions which are outside of our control.

15. Indemnity

You will indemnify and hold Ten Key Labs, its affiliates, representatives, agents, licensors and service providers and their respective officers, directors, employees, and agents (collectively, the “Ten Key Labs Parties”), harmless from and against any claims, disputes, demands, liabilities, damages, losses, costs, and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way related to (a) your access to or use of the Services, or (b) your violation of these Terms.

16. Limitation of Liability

• TO THE MAXIMUM EXTENT PERMITTED BY LAW, NONE OF THE TEN KEY LABS PARTIES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY OF THE TEN KEY LABS PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
• TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE TEN KEY LABS PARTIES’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, EXCEED ONE HUNDRED U.S. DOLLARS ($100).
• BY USING THE SERVICES, YOU ACKNOWLEDGE THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE MATERIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TEN KEY LABS AND YOU.

17. Governing Law

These Terms and any action related shall be governed by and construed in
accordance with the laws of the Province of Ontario and the federal laws of Canada.

18. General Terms

• Reservation of Rights. Ten Key Labs and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of Canada, the United States of America, and other countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.
• Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Ten Key Labs and you regarding use of the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Ten Key Labs and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Ten Key Labs’ prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null and void in its entirety. Ten Key Labs may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and any permitted assigns.
• Notices. Any notices or other communications provided by Ten Key Labs under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
• Waiver of Rights. Ten Key Labs’ failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Ten Key Labs. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
• Notices. Any notices or other communications provided by Ten Key Labs under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.