1. ABOUT THESE TERMS AND CONDITIONS OF USE.

1.1. These terms and conditions of use (the "Terms and Conditions" or "Terms"), set out the general terms and conditions under which a user (hereinafter referred to as a "User"), may use the Services (as defined under clause 3.1.) with various Digital Assets (as these terms are defined below)

The services are provided to each user according to the conditions of residence, territory or jurisdiction that apply to them in accordance with these terms and conditions or the agreements or contracts signed between the parties in each Company, which are expressly accepted by the users when entering, making use of the platform, when submitting or subscribing to specific conditions. Notwithstanding the foregoing, the companies (hereinafter, the Company) described below may have specific operating and functioning conditions, which it is up to each user to determine and accept, as applicable:

Colombia: Sanmor tech, S.A.S. Domicilio: Calle 93b 13-30 Bogotá D.C. E-mail: contact@soulbit.io;  Jurisdicción: Bogotá D.C. 

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1.2. The User accepts and acknowledges that the use of the Service offered by the relevant Company, as well as the execution of any transaction or the general use of the Service in any way, implies acceptance of these Terms and Conditions. Likewise, the User understands that each order made with the Company, whether by email, invoice, purchase order or any other means of electronic communication that the Company accepts and/or provides, will result in the execution of one or more binding transactions (each, a "Transaction"). You assume full and complete responsibility for all use of the Services as a result of the process set forth in these Terms. The user expressly accepts that the services are subject to the conditions of the penalty clause applicable in the event of non-compliance.

1.3. The Company reserves the right to amend and/or modify these Terms and Conditions without prior notice. The User accepts and acknowledges this power of the Company and undertakes to know and accept the Terms at all times, with the exception of those materially relevant changes, in which case the Company undertakes to keep the User informed about them. If the User does not accept these Terms and/or any amendments or modifications that may be made, then he/she must refrain from using the Services and/or terminate his/her account.

1.4 These Terms and Conditions (hereinafter the "Terms and Conditions" or "T&Cs") describe the general conditions applicable to any natural and/or legal person who for any reason accesses the Site (hereinafter indistinctly the "Users", or the "User"), in the jurisdiction or territory that applies to it. If the User uses the Site, it will be understood that he has fully and without reservation or limitation these Terms and Conditions. Consequently, the User undertakes to comply with all the provisions contained in these Terms and Conditions, under the applicable laws, statutes, regulations and regulations applicable to the use of the Site. The Site Owner reserves the right to revise these T&Cs at any time, updating and/or modifying this page. The User must review these Terms and Conditions each time they access the Site, since they are mandatory and binding. Likewise, due to the fact that certain services and content offered to Users through the Site may contain specific rules that regulate, complement and/or modify these T&Cs, Users are recommended to become specifically aware of them before using the Site.

1.5. The User accepts and acknowledges that the acceptance of these Terms and Conditions does not create any partnership, partnership, mandate, franchise, or employment relationship between the Company and the User.

2. RISKS RELATED TO DIGITAL ASSETS.

2.1. Neither the Company nor its affiliates, controlling and/or subsidiaries, have authority or control over the blockchains or software protocols that govern operations with Digital Assets enabled under the Transactions and/or the Services. In general, these blockchains and protocols are open-source and can be used, copied, modified, and distributed by anyone.

2.2. By using the Service, the User acknowledges and agrees that:

(i) neither the Company nor its affiliates, controlling and/or controlled parties are responsible for the operation of the blockchains and the underlying protocols, nor do they guarantee their functionality, security or availability, and, (ii) the blockchains and protocols are subject to sudden changes in their operating rules (such as in the case of eventual forks),  which may materially and/or significantly affect the value, functionality and/or denomination of the Digital Asset in question, and create new digital assets. In the event of a Fork, the User agrees that the Company may temporarily suspend its operations without prior notice and, if it deems it necessary, (a) configure or reconfigure its systems and/or (b) decide not to support (or no longer support) a protocol and/or the original and/or alternative Digital Asset,  provided that the User has the opportunity to withdraw the original Digital Assets from the Platform. The User agrees that the Company has not and will not have any obligation to assign or in any way credit to the User the alternative digital assets from a Fork. The User agrees that the Company, affiliates, controlling and/or controlled parties assume no obligation or responsibility with respect to a Fork, an unsupported branch of a blockchain, or an alternative protocol to an existing one.

2.3. The risk of suffering a loss when using the Services or holding a position with any of the Digital Assets is high. The price set for a Digital Asset may vary in short periods of time. Many Digital Assets are not backed by assets, commodities or financial entities or any central bank. The User hereby understands and accepts these risks and, therefore, obtains in particular any type of fiscal, financial and/or legal advice before using the Services. Therefore, the User declares to hold harmless and free from all damages the Company, its affiliates, controlling and/or controlled companies, shareholders, directors, employees and/or third parties for any damage and/or loss, direct or not, occurring as a result of the Services.

2.4 It is expressly stated, and the User accepts that the Company, through the Site, does not provide any type of advice or advice on buying or selling in relation to the Service. The Company may provide information on the price, range, volatility and events that have affected the price of Digital Assets, but this shall in no case be considered advice and should not be construed as such. Any decision to purchase or sell Digital Assets is the sole decision of the User, and the Company shall not be liable for any loss suffered and/or adverse result as a result of such decision.

3. ABOUT THE SITE. AUTHORIZATION TO USE THE SERVICES.

3.1. Once enabled to operate, the User may (i) carry out purchase and sale operations of Bitcoin (BTC), Ethereum (ETH), Solana (SOL), Tron (TRX), USD Coin (USDC), Tether (USDT), and all those tokens that are subsequently incorporated, enabled or made available (hereinafter, the "Digital Assets"), in accordance with the contract that will be signed for this purpose; and (ii) to carry out the custody of the Digital Assets through the vault tool, provided by the Company and developed for this purpose for the User (hereinafter, the "Service"). The Service will be provided through the website https://www.soulbit.io (the "Site").

3.2. To access the Service, the User must have an account enabled to operate within the Site. To do so, you must log in to the Site and register using a form for this purpose. Once the form has been completed, the Company staff will contact the User to finalise the registration process and possible enablement. Notwithstanding the foregoing, the Company reserves the right to enable Users, under the guidelines and limits established to operate by the Company in relation to the User's transactional profile, the applicable jurisdiction, and the information available to the User.

3.3. Once the User has completed his/her registration process, the Company will send the User for signature and express acceptance: (i) these Terms and Conditions; (ii) the operations management contract; (iii) affidavits; and (iv) any other document that, in the Company's opinion, is sufficient and necessary to complete the User's transactional profile. Once all this documentation has been received by the Company, the User may be entitled to access the Site and use the Service.

3.4. The Service includes the Company acting as an exchange in transactions and acting as an agent of the User in relation to them. Notwithstanding the foregoing, the Company does not provide advice and/or recommendations regarding the viability and/or potential of transactions and/or use of the Service. Therefore, the User will take his/her own advice and/or recommendations under his/her own responsibility and judgment before concluding a transaction and/or making use of the Service.

4. OF THE USER.

4.1. Users may be those individuals who accredit, among others, the following requirements: (i) be over 18 years of age; (ii) have full capacity to contract; (iii) have sufficient financial capacity, the minimum limit of which is USD$S 2,500 (two thousand five hundred US dollars); and (iv) any other documentation that the Company deems necessary.

4.2. In the case of legal persons, in addition to the above requirements, they must accredit: (i) bylaws or social contracts of the legal entity duly registered with the corresponding registry, as well as any modifications that may exist; (ii) power of attorney or mandate with sufficient capacity to exercise representation; and (iii) any other documentation that the Company deems necessary. Notwithstanding the foregoing, the Company may require any other information that it deems necessary and pertinent for the purposes of generating the registration and subsequent possible authorization of the User to operate on the Site and use the Services.

5. SERVICES.

5.1. The User shall use the Service in accordance with and in accordance with the provisions of these Terms and Conditions and/or as set forth on the Site, if applicable. The User accepts, declares and acknowledges that the Company reserves the right to limit, suspend and/or discontinue the provision of the Service for any reason, including but not limited to non-compliance with these Terms and Conditions, insufficient funds or market conditions and/or any other conditions that in the Company's discretion so require.

5.2. Regardless of the time or means used and/or provided by the Company and/or employed by the User to use the Service, the User accepts, acknowledges and understands that the nature of the Digital Assets and the market in which they operate implies that the price may vary significantly. The Company shall not be liable, and the User shall hold harmless the Company and/or affiliates, controlling companies, shareholders, directors, employees and/or representatives at all times for any direct or indirect loss, or damage suffered and/or caused as a result of this variation. The User further acknowledges that the Service is independent of third-party exchanges and that the Company is not subject to or obliged to reflect and/or quote and/or reference a particular price or index.

6. ABOUT PRICE.

6.1. The User acknowledges and accepts that the Service may contain the charging of a commission that the Company will determine at its sole will and discretion, based on market conditions. The User accepts and acknowledges that the commission to be charged by the Company may vary according to market conditions and the Digital Assets involved.

6.2 The user understands and accepts that transactions through the blockchain require the payment of fees to the communities or controllers of these networks or platforms. For the transaction to be successful, the user understands and agrees that they must have sufficient funds in the native token of the transaction so that the corresponding fees can be charged or debited.

7. ABOUT DIGITAL ASSETS.

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7.1. The Company, once the User's operating account has been enabled, will assign, at the Company's discretion, one or more vaults so that the User can safeguard their Digital Assets within the Site and make use of the Service (hereinafter, a "Wallet"). At all times, the User shall have ownership of all Digital Assets transferred by the Company to his/her Wallet.

7.2. The User accepts and acknowledges that:

1) Digital Assets may be held in a master wallet owned and owned by the Company, together with the Digital Assets of other Users;

2) The Company will not dispose of or manage the User's Digital Assets without their express authorization;

3) The Company shall not be liable for the unauthorized use of the Wallet delegated by the User to third parties and the risk that this implies; and

4) The Digital Assets supported by the Services may vary from time to time.

7.3. The User acknowledges and agrees that the Digital Assets shall not be segregated. Consequently, if the Company or any third party related to it becomes insolvent or bankrupt or for any reason ceases to provide services, there may be delays in identifying the Digital Assets belonging to each User, increasing the risk of definitive loss of the same.

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7.4. In accordance with the provisions of subsection 2) of article 7.1., the User acknowledges and agrees that, by using the Services, (i) he/she grants an irrevocable mandate to the Company to manage and store the Digital Assets in the User's Wallet; and (ii) irrevocably authorizes the Company to send and receive Digital Assets to and from the User's Wallet in accordance with the orders given by the User.

7.5. The User acknowledges that in the Wallet or the Custody service authorized by Soulbit Investment, it is possible that he may receive digital assets from other wallets. The User agrees that it is only permitted to receive digital assets or tokens that are expressly authorized by Soulbit Investment. 

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8. TAXES.

8.1. It will be the sole responsibility of the User to determine whether any tax, tribute, fee or similar is applicable for the use of the Services and, for this reason, to report them to the corresponding tax authorities. The Company does not and will not provide any advice on tax and/or fiscal matters for the Services provided to the User.

9. SECURITY.

9.1. The User shall be solely and fully responsible for keeping his/her data in a secure and secret place in order to use the Site and to control and monitor the use of his/her password and username (the "Account"). Therefore, the User shall not allow or inform or share his/her Account with third parties. The User acknowledges and accepts that any operation or action that is executed through their Account will be in the name and account of the User, releasing the Company, its affiliates, controlling companies, shareholders, directors, employees and/or representatives from all types of liability and holding harmless at all times. If the User believes or thinks that his or her Account is compromised, he or she must immediately contact support@soulbit.io.

9.2. By accepting these Terms and Conditions, the User accepts and acknowledges that he/she will be bound by these Terms and will hold harmless and free from all damage, direct or otherwise, the Company, its affiliates, controlling companies, shareholders, directors, employees and/or representatives.

10. INFORMATION CONTAINED IN TRANSACTION ORDERS.

10.1. All information provided to the User through the Site and through the Services and/or any other means established and determined by the Company cannot and should not be considered as advice, opinions and/or indications in relation to the Site and/or the Services to be used by the User. The User shall take this information for the sole purposes of the Service and may not and shall not reproduce in any way the information provided by the Company.

11. USER GUARANTEES.

11.1. The User guarantees to the Company that:

a) The User complies and has complied with all the laws of the relevant jurisdiction that apply to him or her according to the Company with which he or she has a contract or agreement, and any other jurisdiction that may have an interest in any transaction when using the Services under these Terms and Conditions, including anti-money laundering and counter-terrorism financing laws. The User agrees to continue to comply with all such applicable laws and regulations for as long as these Terms and Conditions are applicable to him;

b) The information relating to the User and delivered to the Company is true, accurate and complete in all respects, and the User shall immediately notify the Company in writing of any changes.

c) If the User is a legal entity, he/she declares that:

(i) exists and is in force and in good standing under the laws of the jurisdiction in which it was incorporated; (ii) has all power and authority necessary to be bound by these Terms, to perform its obligations, and to perform the operations contemplated herein and obligations arising out of the Services; iii) the execution and granting of these Terms and Conditions, the execution of the obligations and the consummation of the operations when using the Services contemplated herein, have been duly authorized by any business and/or corporate action and/or resolution that has been required; vi) the human person who accepts and/or subscribes in the name and representation of the Legal Person User, is vested with sufficient power and authority to bind himself in the name and representation of the Legal Person User, on behalf and order of the Legal Person User and to bind the Legal Person User under the full scope hereof.

d) The User acknowledges that in the event of authorizing the Company to transfer its Digital Assets to another wallet other than the one provided under the Service, it will be understood (i) that the Company will be acting on behalf of the User; and (ii) that said wallet is the property of the User, releasing the Company from all liability for any problem and/or inconvenience and/or failure and/or technical error and/or of any other nature that may occur at the time of executing the transfer. Likewise, the rules set forth in Article 7.3., of these Terms will apply.

e) The User, in addition, shall hold harmless and free from all damages the Company, its affiliates, controlling companies, shareholders, directors, employees and/or representatives for any loss or damage caused by the breach of these Terms and Conditions and by the use of the Services;

f) The Company may disable and close a User's Account and, consequently, prevent the use of the Service through the Site, by sending a written communication and/or email and/or any other means of communication established between the Company and the User to the extent that the Company determines, in its sole discretion,  that the User has incurred in a material breach of the guarantees and/or obligations contained in these Terms and Conditions as well as in any other document that the Company and the User have signed. Notwithstanding the foregoing, prior to the disqualification and closure of the Account, the Company, by means of a communication, will grant the User a period of five (5) business days to clean up and regularize the non-compliance, if applicable. After this period, the Company may proceed with the disqualification and subsequent closure of the Account.

g) The User guarantees to the Company that the fiat funds used for the Services come from a lawful source, releasing the Company, its affiliates, controlling companies, shareholders, directors, employees and/or representatives from any type of damage and/or harm that this may cause.

h) By accepting these Terms, the User grants a sufficient and irrevocable express mandate to the Company so that it disposes of the Digital Assets subject to the Service in accordance with the instructions given by the User, at its sole discretion.

12. STATEMENTS ABOUT THE SERVICE.

12.1. The Service is provided on an "as is" basis and according to its availability. The Company does not warrant that it will be provided error-free or uninterrupted.

12.2. Neither the Company nor its affiliates, controlling and/or controlled, expressly or implicitly, in whole or in part, guarantee: a) the normal and correct functioning of any third-party system or protocol that may be used to support the Service; b) the valuation and liquidity over time of the Digital Assets; c) the amount of time under which a transaction may hold a quote; d) the immutability and/or security of the blockchain or technology underlying the Digital Assets or any wallets, including those provided by the Company associated with the Service; or e) the free and available technology that accompanies the Service, as well as the absence of any errors, viruses, bugs, dysfunctions or any attempt to compromise security or integrity, or that any data or information related to any digital asset will be secure against loss of corruption or theft during transmission over the Internet or any other network.

12.3. The Company makes no other representations or warranties, and hereby expressly disclaims, and the Counterparty disclaims any other representations, warranties or remedies of any kind, whether express, implied or statutory, relating to this Agreement, any Trade Order, any Digital Asset purchased or any other items provided under or in connection with this Agreement,  including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement, and any warranties arising out of course of dealing, course of performance or usage of trade. Without limiting the foregoing, all digital assets purchased are provided on an "as is," "where is," and "as available" basis

12.4 In the event that the Company must carry out operations to return balances or assets, the User will have a peremptory period of 72 hours to make the transfer to another wallet. The period will count from the sending of the communication to the email registered by the user. When the User does not carry out the requested return operation, and under the responsibility of the User who understands and accepts, the Company must carry out the return operations to the Wallet of origin on its own, in which, for reasons beyond the Company's control, there may be a high risk of loss of the returned assets. In any case, the user understands and accepts this condition and guarantees indemnity to the Company with respect to any operation, condition or effect that is generated by their direct omission to the communication sent by the Company.

13. LIMITS ON LIABILITY.

13.1. Neither the Company nor its affiliates, nor their directors, representatives and/or shareholders, shall be liable to the User and/or third parties, and the User shall indemnify and hold harmless the Company and its affiliates, for any loss, damage, claim, cost and/or expense that may arise directly or indirectly from:

a) The Service;

b) Any delay in the execution of any operation related to the Service;

c) The occurrence of any of the subparagraphs under Clause 12, with the exception of fault or intent on the part of the Company. Notwithstanding the foregoing, the Company shall in no case be liable for any amount greater than the amount of Digital Assets at the time of the claim and/or loss claimed by the User.

d) Any failure or delay related to causes beyond the Company's reasonable control, including, but not limited to, communication failures, problems or failures of any third-party software, service, or hardware, terrorist acts, market disruptions, war, riots, torts of God, whether the action or inaction of the government.

e) Any refund of balances or assets that the Company must make imperatively and of those that the User has not made by himself and within the period granted.

13.2 To the maximum extent permitted by applicable law, in no event shall the company or its affiliates, their directors, representatives and/or shareholders, be liable for any indirect, special, incidental, consequential, punitive or exemplary damages of any kind (including, but not limited to, loss of revenue, revenue, or profits) arising out of or in any way connected with the business of any digital asset pursuant to this agreement or any trade order,  or otherwise relating to this Agreement or any order of trade, regardless of the form of the action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable).

13.3 To the maximum extent permitted by applicable law, in no event shall the total liability of the company and its affiliates, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), or other theory, arising out of or in any way connected with the trading of any digital asset under this agreement or any trade order,  or otherwise related to this Agreement or any trade order, exceeds the limits or amounts established pursuant to local jurisdiction and previously disclosed in the company's specific contracts.

14. USERS WHO ARE NATURAL PERSONS

14.1. As of the validity of these terms and conditions, Soulbit Investment Users who are individuals will operate through the Soulbit Platform or Wallet, where they will be able to manage all Investment operations, view balances, among other functionalities.

14.2 As of October 21, 2024, the custody of digital assets will be transferred and managed only by the company Sanmor tech, S.A.S. responsible for the operation of the Soulbit Platform or Wallet that corresponds by country (Colombia: Sanmor tech, S.A.S.) and/or its Affiliates and will be subject to the general terms and conditions of each local Sanmor Tech company,  S.A.S. Soulbit Investment will not carry out the custody of any type of digital asset.

14.3 In accordance with these terms and conditions, the User grants an irrevocable mandate for Soulbit Investment to execute the Management Orders, through the User's available balances on the Soulbit Platform, as well as the management of other operations of Soulbit Investment through the company responsible for the operation of the Soulbit Platform,  such as: the purchase or sale of digital assets, the sending or receiving of digital assets, and the execution of any other available services.

14.4 The User accepts that the balance in local currency that is in force on the Platform will be managed and credited by the Company Sanmor tech, S.A.S., which corresponds to each country, or whoever it designates, from the acceptance of these terms and conditions. Likewise, the User authorizes Soulbit Investment and/or its Affiliates to execute Management Orders related to transfers of funds from their available balance.

15. TERMINATION

15.1. The Company, at its sole discretion, may: a) disable and close a User's Account, as stipulated in 11.1 d); and b) suspend or discontinue the provision of the Service, without the possibility of any claim by the User. In the event that this occurs, and to the extent that the Company can execute it, it will transfer the Digital Assets to the User within 5 (five) business days from the date on which the suspension or discontinuation of the Services occurs.

16. ADDITIONAL DOCUMENTATION.

16.1. The Company may require the User to sign and/or deliver any additional documentation that at its sole discretion it deems convenient and/or necessary for the best performance and provision of the Service, according to the profile of each User.

16.2. In the event of a discrepancy between these Terms and Conditions and any additional documentation and/or contract that has been entered into between the Company and the User, the User and the Company shall use their best efforts to find a solution.

16.3. Likewise, in the event that any court and/or competent body determines the invalidity or nullity of any of the clauses of these Terms and Conditions, such clause will be considered unwritten and the integrity of the rest of the content of these Terms and Conditions will not be affected.

17. APPLICABLE JURISDICTION. MISCELLANEOUS.

17.1. These Terms shall be governed by, and construed and enforced in accordance with, the laws of the applicable jurisdiction as of the company, territory or jurisdiction in which you are authorized, pursuant to Section 1.1, without giving effect to its principles of private international law. The User and the Company, under this Agreement, agree that (i) any dispute or dispute arising out of these Terms shall be resolved only by the competent courts in the seat in the jurisdiction of the company with which the User has a contract and according to the respective product, and (ii) such courts shall have exclusive jurisdiction to assess and decide such matters.

17.2. In the event of any difference, disagreement or conflict arising from the use of the Site, the Account or the Service, or the application, interpretation, validity, and/or scope of these Terms and Conditions, the User undertakes to initiate his/her claim exclusively through the means provided on the Site, or failing that, to communicate with the Company in a reliable manner.  sending him his claim, so that the parties try to reach an agreement.

17.3. All notices and/or communications to be made to the Company for the provision of the Services, the Site and/or the Account under these Terms and Conditions must be made in writing to the email address indicated below: Email: contact@soulbit.io.

17.4. The Company may assign to any of its affiliates, controlling and/or controlled companies or to a third party its contractual position, these Terms and Conditions, and/or any of the rights and obligations arising therefrom. The User hereby gives his/her consent for any and all of the aforementioned operations. Unless there is express written consent from a duly authorised representative of the Company, the User may not assign to any third party his contractual position, this contract, or any of the rights or obligations arising from it.