Refundly Terms of Service

Article 1 (Definitions)

The principal terms used in these Terms are defined as follows:

•“User” means a person who enters into a use agreement under these Terms and uses the Service provided by the Company.

•“Member” means a User who has registered for the Service and created an account.

•“Non-member User” means a User who uses the Service without registering as a Member.

•“Use Agreement” means the agreement entered into between the Company and a User in connection with use of the Service.

•“Partner Exchange” means a virtual asset exchange in respect of which the User has entered the Company as referrer when joining or using the exchange, enabling the Company to verify the trading fees of the User’s exchange account.

•“UID” means the unique identifier assigned to the User by a Partner Exchange, used for payback linkage.

•“Payback” means the service of accruing and paying, in USDT, a certain percentage (the “Payback Rate”) of the trading fees arising at a Partner Exchange to a User who joined that exchange with the Company as referrer, or the amount of USDT so accrued or paid.

•“Reward” means the compensation accrued and paid in USDT to a referring Member where a Member who joined the Service by entering that other Member as referrer receives Payback, or the amount so accrued or paid.

Article 2 (Formation of the Use Agreement and Membership Registration)

(a) These Terms are concluded when a prospective User (an “Applicant”) applies to use the Service by indicating agreement to these Terms, and the Company accepts the application. The Company’s acceptance is indicated by notifying the Applicant that use of the Service is available.

(b) A User wishing to become a Member (a “Registration Applicant”) must enter an email address and password, agree to these Terms, and complete email verification. Registration is completed when the Company notifies that membership registration is complete.

(c) The Company may refuse, or cancel its acceptance of, an application to use the Service or to register as a Member in any of the following cases, and may claim damages where the Company suffers loss as a result:

(1) where the Applicant or Registration Applicant is not a natural person, legal entity or organisation with full legal and contractual capacity;

(2) where the Applicant or Registration Applicant is under 18 years of age;

(3) where the Service is used by abnormal or circumventing means in a country in which the Company does not provide the Service;

(4) where the application is made for a purpose prohibited by applicable law, contrary to public order and morals, or otherwise for an improper purpose;

(5) where the applicant is suspected of being a person whose Use Agreement was terminated by the Company under these Terms and who is re-applying;

(6) where the application is suspected of using another person’s email address or information;

(7) where the email address provided does not exist or email verification is not completed; or

(8) any other case equivalent to the foregoing where acceptance is deemed inappropriate.

(d) The Company may withhold acceptance until the relevant cause is resolved where there is insufficient capacity in its facilities, a technical impediment, or a Service malfunction.

Article 3 (Effect and Amendment of the Terms)

(a) These Terms take effect and the Use Agreement is formed when the Company posts these Terms on the Service web page or application, or notifies the User by email, and the User indicates agreement. Membership registration is a procedure for using certain parts of the Service, and whether or not a User registers does not affect the validity of the Use Agreement.

(b) The Company may amend these Terms within the scope permitted by applicable law. In the case of amendment, the Company will announce or individually notify the amendment, together with the current Terms and stating the effective date and the reason, from seven (7) days before the effective date. However, where the amendment is unfavourable to Users or concerns material provisions on the rights or obligations of Users, the Company will give such notice at least thirty (30) days before the effective date.

(c) Where the Company, when announcing or notifying an amendment under (b), also clearly states that failure to express refusal by the effective date will be deemed consent, and a User does not expressly refuse within that period, the User is deemed to have consented to the amendment. A User who does not consent may terminate the Use Agreement or discontinue use within that period.

Article 4 (Privacy Policy and Operating Policies)

(a) The protection of Users’ personal data processed in the course of using the Service is governed by applicable law and the Company’s published Privacy Policy.

(b) The Company may separately announce or provide operating policies where necessary. Where these Terms conflict with an operating policy, the operating policy prevails with respect to the matter concerned.

Article 5 (Management of User Information and Accounts)

(a) Where there is reasonable ground to suspect that information provided by a User is erroneous, inaccurate or incomplete, the Company may request correction or suspend the provision of related Services in whole or in part, and any disadvantage to the User arising therefrom is borne by the User.

(b) Users must accurately enter and keep up to date their contact details, including email address, so that the Company can effectively communicate with them; any loss or additional cost arising from the Company’s inability to make contact is borne by the User.

(c) Users are responsible for maintaining the confidentiality of their account and password and for all activities conducted through their account, and agree as follows:

(1) Users must immediately notify the Company upon becoming aware of any unauthorised use of their account, password leakage, or other breach of confidentiality, so that the Company may take appropriate measures;

(2) Users must strictly comply with the security, authentication, transaction, and Payback and Reward withdrawal procedures of the Service;

(3) Users must exit the website/application following the correct procedure at the end of each session; and

(4) Users understand that the Company requires a reasonable time to act on their requests, and the Company is not responsible for results arising before such action is taken.

Article 6 (Content of the Service)

(a) Where a User enters the Company’s referral code or joins through the Company’s referral link at a Partner Exchange, the Company accrues as Payback a portion of the benefit obtained by the Company (calculated at the announced Payback Rate) based on the trading fees arising from the User’s futures trading (USDT trading pairs and other transaction types announced by the Company) at that exchange, and, upon the User’s request in respect of Payback above a certain amount, pays it to the User’s Partner Exchange account.

(b) The Company may adjust the Payback Rate for Payback not yet accrued, and where the Company does not obtain a benefit from a Partner Exchange due to causes beyond the Company’s control (such as the Partner Exchange’s insolvency), the Company may not accrue Payback or may not pay Payback already accrued.

(c) Where a User enters another Member as referrer upon joining, the Company pays the referring Member a certain Reward based on the Payback accrued to the User who entered that Member as referrer.

(d) Where a Member who joined by entering another Member as referrer loses Member status through withdrawal or termination by the Company, the Reward data attributable to Payback paid to the Member who lost status is deleted from the Reward accrued to the referring Member.

(e) Accrual and payment of Payback and Reward are available only in respect of transactions made within the preceding five (5) years, and may vary within that period according to the Company’s policies.

(f) Where Payback or Reward is accrued even though the payment conditions under this Article are not met, the Company may extinguish it without separate notice, and any amount already withdrawn or paid may be deducted from Payback or Reward subsequently accrued.

(g) In providing the Service, the Company does not introduce or broker the use of any particular exchange, is not granted authority to access the User’s exchange account (a Member may link only the Member’s own UIDs and may link multiple UIDs), and does not handle the User’s digital assets. The Company does not request or store exchange API keys, withdrawal permissions, or wallet private keys.

(h) A Member may apply for withdrawal where the aggregate of the remaining Payback and Reward across the Member’s linked UIDs is 10 USDT or more.

Article 7 (Obligations of the Company)

(a) For continuous and stable provision of the Service, the Company will use its best efforts to repair or restore without delay any failure of facilities or loss or damage of data, unless there is an unavoidable cause such as a natural disaster, emergency, or a fault unresolvable with current technology.

(b) The Company will faithfully comply, in good faith, with its obligations under applicable law and these Terms.

Article 8 (Obligations of Users and Prohibited Acts)

(a) Users must observe the principle of good faith in using the Service, and all acts of the User must comply with applicable law.

(b) Users must not engage in any of the following acts:

(1) abnormally accruing Payback or Reward through unfair or abnormal trading such as pump-and-dump, wash trading, self-trading, front-running, quote stuffing, spoofing, or layering;

(2) using deep links, web crawlers, bots, spiders, or other automated means to access, obtain, copy or monitor any part of the Company’s assets;

(3) copying or circumventing the structure or reproduction of the Service to obtain, or attempt to obtain, materials or information in a manner not intended by the Service;

(4) accessing the Company’s servers, systems or networks by hacking, crypto-mining or other unlawful or prohibited means without the Company’s authorisation;

(5) probing, scanning or testing the vulnerability of the Service or connected networks, or breaching security or authentication measures;

(6) reverse looking-up, tracing or investigating any information of other Users or visitors;

(7) imposing an excessive or disproportionate load on the infrastructure or networks of the Service or connected systems;

(8) using any device, software or routine to interfere with the normal operation of the Service, trading at Partner Exchanges, or others’ use of the Service;

(9) forging headers, impersonating identity, or otherwise manipulating identifiers or the origin of transmissions; or

(10) otherwise using the Service in a manner that infringes the legitimate rights or interests of others or that is unlawful or contrary to fairness and community norms.

(c) The User is solely responsible for taxable income arising in the course of using the Service and for all hardware, software, communication and other costs.

Article 9 (Provision of the Service and Risk Disclosure)

(a) The Service is, in principle, provided 24 hours a day, year-round, unless there is a particular operational or technical impediment for the Company.

(b) The Company may temporarily suspend all or part of the Service in cases such as regular system maintenance, expansion or replacement, power failure, facility failure, surges in use, or natural disaster or other causes beyond the Company’s control. The Company will, in principle, give prior notice, but may give notice afterwards where unavoidable.

(c) The Company provides the Service via website and application, and is not responsible for any inability to use the Service or additional charges arising from changes of device or number, international roaming, and the like.

(d) The Company does not solicit the trading of or investment in virtual assets. The Service is one through which Users who wish to trade virtual assets independently of the Service may obtain convenience in trading; the Company and the Service have no connection with Users’ virtual asset trading or investment and provide no guarantee or assume any responsibility therefor. When trading virtual assets at Partner Exchanges, Users may face various risks, including policy, compliance, return-on-investment, transfer, force majeure, delisting, technical, operational and account-freeze risks, which are unrelated to the Company and the Service.

(e) The Company provides the Service on an “as-is” and “as-available” basis and makes no express or implied warranty as to fitness for a particular purpose, absence of errors or omissions, accuracy, reliability or the like.

(f) Users must determine, at their own discretion, the authenticity, legality and validity of relevant virtual assets and information, and bear all responsibility and loss arising therefrom; unless expressly required by law, the Company has no obligation to pre-screen User data, trading activity or related matters.

Article 10 (Modification and Suspension of the Service)

(a) The Company may modify the Service for operational or technical needs and will announce the relevant content within the Service before the change. However, where modification is unavoidable, such as bug or error fixes or urgent updates, or where the change is not material, the Company may announce it afterwards.

(b) Where it is difficult to continue the Service for significant managerial reasons such as discontinuation, transfer, division or merger of business, expiry of content-provision agreements, or a marked deterioration in profitability, the Company may discontinue the Service, in which case it will announce and notify the date and reason at least thirty (30) days before the discontinuation date in the manner set out in Article 3(a).

Article 11 (Provision of Advertising)

(a) The Company may place advertisements within the Service in connection with its operation and may transmit advertising information only to Users who have consented to receive it; Members may refuse such receipt at any time.

(b) Banners or links within the Service may connect to advertisements or services provided by third parties.

(c) Advertisements or services of third parties connected under (b) are not within the Company’s service domain; the Company does not guarantee their reliability or stability and is not responsible for any loss to Users arising therefrom.

Article 12 (Intellectual Property Rights)

(a) Copyright and other intellectual property rights in all intellectual outputs included in the Service — including, without limitation, all content produced by the Company, logos, databases, designs, text and graphics, software, photographs, video and audio, and source code — belong to the Company.

(b) Users must not, without the Company’s prior written consent, use any data displayed in the Service for commercial purposes, or allow others to do so, by means of reproduction, transmission, editing, publication, distribution, broadcasting, or the creation of derivative works.

(c) Users must not infringe the intellectual property rights of others in connection with their use of the Service.

(d) The Company’s permitting a User to use the Service is in no case to be construed as the Company assigning or disposing of its intellectual property rights.

(e) This Article continues to apply after termination of the Use Agreement.

Article 13 (Restriction of Use and Objections)

(a) The Company may restrict use of the Service where a User breaches its obligations under these Terms or interferes with the normal operation of the Service.

(b) When taking a restriction measure, the Company will notify the User of the reason, the content of the measure, and the method for filing an objection.

(c) A User wishing to object may submit a written objection stating the grounds, by writing, email or equivalent means, within fourteen (14) days of receiving the notice.

(d) The Company will respond within fourteen (14) days of receiving the objection; where a response is difficult within that period, it will notify the reason and the processing schedule. Where the grounds are valid, the Company will take corresponding measures.

Article 14 (Termination of the Agreement)

(a) A User may at any time terminate the Use Agreement by an expression of intent by writing, email or equivalent means (for Non-member Users) or by membership withdrawal (for Members).

(b) Upon membership withdrawal, all use information held by the Member within the Service is deleted and rendered unrecoverable, unless otherwise provided in the Privacy Policy, and the User may not re-register using the same email address.

(c) A User may use the Service as a Non-member User after withdrawal. However, as Reward is a Member-only service, all accrued Reward is extinguished upon loss of Member status through withdrawal or termination by the Company.

(d) The Company may suspend use of the Service or terminate the Use Agreement where there is a significant cause making it impossible to maintain the agreement, such as a Member engaging in acts prohibited under these Terms or violating law. Significant causes include, but are not limited to, the cases set out in Article 2(c) and Article 8(b).

(e) Where the Use Agreement is terminated, the Company has no obligation to transmit or disclose to the User or any third party any information relating to the User’s account or use of the Service, including personal data, except where required by law.

(f) Termination under this Article does not affect indemnification under Article 15.

Article 15 (Indemnification)

(a) The Company or a User is liable to compensate the other party for any loss caused by a breach of these Terms.

(b) There is no liability under (a) in the absence of intent or negligence; however, operational errors in the course of using the Service are deemed the negligence of the User.

Article 16 (Disclaimer of the Company)

(a) The Company is not responsible for the provision of the Service where it cannot provide the Service due to a natural disaster or equivalent force majeure.

(b) The Company is not responsible for loss arising to a User from any of the following causes, except where caused by the Company’s intent or negligence:

(1) where use of the Service is unavailable due to repair, replacement, regular inspection, construction or equivalent causes of Service facilities;

(2) impediments to use of the Service due to the User’s intent or negligence;

(3) where normal provision of the Service is difficult, such as Payback not accruing, due to the User’s breach of a Partner Exchange’s terms;

(4) transactions or disputes arising between Users or between a User and a third party through the Service;

(5) leakage of Member information arising from the Member’s failure to manage account or device passwords and the like;

(6) inability to use all or part of the Service due to changes of device, number or OS, international roaming, or change of carrier;

(7) unlawful third-party access to or use of servers, or abnormal interference with access using programs; or

(8) any other cause equivalent to the foregoing not attributable to the Company.

(c) Responsibility for the reliability and accuracy of information or materials posted by a User lies with that User, and the Company is not responsible for any loss to the User or third parties arising from inaccuracy or falsity.

(d) The Company is not responsible for loss arising to the User or third parties from the User’s intent or negligence, loss arising from the User disclosing or providing personal or use-related information to others, or loss arising from the User’s use of materials obtained through the Service, except where caused by the Company’s intent or negligence.

Article 17 (Governing Law and Dispute Resolution)

(a) These Terms and the entire Use Agreement are made under, and are governed and construed and enforced in accordance with, the laws of England and Wales. Any claim or action arising out of or in connection with the Service or these Terms (including any claim in tort against the Company) is governed by, and construed and enforced under, the laws of England and Wales.

(b) Disputes between the Company and a User shall first be resolved by mutual consultation; failing resolution, the courts of England and Wales have exclusive jurisdiction. The User unconditionally agrees that jurisdiction over all claims and proceedings arising out of these Terms or the Use Agreement lies exclusively with the courts of England and Wales, and the doctrine of forum non conveniens does not apply to the courts so chosen.

(c) As its business expands, the Company may transfer its operating entity or governing jurisdiction to a common-law jurisdiction such as the Dubai International Financial Centre (DIFC). In such case, the Company will give prior notice in the manner set out in Article 3, and construction under common-law principles will be maintained after the change.

(d) These Terms are executed in the English language, which is the governing and authoritative language. Any translation into another language is provided for convenience only; in the event of any conflict or inconsistency, the English version prevails, except to the extent that the mandatory law of a User’s country of residence requires the local-language version to prevail.

Article 18 (Country-Specific Provisions)

The following provisions apply additionally to Users resident in the countries specified below and prevail over inconsistent provisions of these Terms to the extent of the matters they address.

18.1 Republic of Korea

These Terms are provided to Users resident in the Republic of Korea, with a Korean-language version available.

Notwithstanding the governing law in Article 17, mandatory provisions of the laws of the Republic of Korea (including consumer-protection and personal-data-protection rules) that apply to resident consumers irrespective of agreement may prevail to that extent.

Virtual-asset business and transactions may be subject to Korean regulation, including the Act on Reporting and Use of Specific Financial Transaction Information and the Virtual Asset User Protection Act; Users are responsible for compliance with applicable law.

18.2 Vietnam

These Terms are provided to Users resident in Vietnam; a Vietnamese-language translation may be provided. In case of discrepancy, the governing language designated by the Company prevails, subject to mandatory local law.

Mandatory provisions of Vietnamese law (including consumer protection and the Law on Personal Data Protection (Law No. 91/2025/QH15)) may prevail to that extent.

Vietnam does not recognise virtual assets as lawful means of payment and related regulation is developing; Users are responsible for compliance, and the scope of the Service may be limited by local regulation.

18.3 Thailand

These Terms are provided to Users resident in Thailand; a Thai-language translation may be provided, subject to the same governing-language rule.

Mandatory provisions of Thai law (including consumer protection and the Personal Data Protection Act B.E. 2562 (2019)) may prevail to that extent.

Digital-asset business in Thailand may be subject to regulation by the SEC Thailand under the Emergency Decree on Digital Asset Businesses B.E. 2561 (2018); Users are responsible for compliance with applicable law.

18.4 Singapore

These Terms are provided to Users resident in Singapore; the definitive version may be in English.

Mandatory provisions of Singapore law (including consumer protection and the Personal Data Protection Act 2012) may prevail to that extent.

Digital payment token services in Singapore may be subject to regulation by the Monetary Authority of Singapore (MAS) under the Payment Services Act 2019; Users are responsible for compliance with applicable law.

Supplementary Provision

These Terms take effect on 30 June 2026.