Koladen Terms of Service

These Terms of Service ("Terms") govern access to and use of the website and platform operated by Koladen ("Koladen," "we," "us," or "our"). By accessing or using our website or platform, you agree to be bound by these Terms. If you do not agree, do not use our website or platform.

1. Description of Service

Koladen operates a technology platform that connects registered investment advisers (RIAs) with institutional bank lenders to facilitate derivative and lending solutions, including but not limited to collar advance transactions. The platform is designed to streamline processes such as documentation, verification, and comparison of quotes among participating institutions.

2. Role of Koladen

Koladen provides technology infrastructure that facilitates communication and coordination between RIAs and institutional lenders. Koladen is not a party to, and does not execute, any transaction facilitated through the platform. Any agreement reached as a result of using the platform is solely between the RIA and the applicable lending institution. Koladen does not guarantee that any transaction will be completed, that any particular terms will be offered, or that any institution will choose to participate in a given transaction.

3. No Investment, Legal, or Tax Advice

Nothing on our website or platform constitutes investment, legal, tax, or accounting advice, or a recommendation, offer, or solicitation to buy, sell, or hold any security or financial product. Users are responsible for obtaining independent advice before entering into any transaction.

4. Eligibility

Our platform is intended for use by registered investment advisers, institutional lenders, and their authorized representatives. It is not directed to, and should not be used by, retail investors or individuals under the age of 18.

5. Account Registration and Security

You may be required to register for an account to access certain features of the platform. You agree to provide accurate and complete information, to keep your login credentials confidential, and to notify us promptly of any unauthorized use of your account. You are responsible for all activity that occurs under your account.

6. Acceptable Use

You agree not to:

- Use the platform for any unlawful purpose or in violation of these Terms

- Misrepresent your identity, affiliation, or authority to act on behalf of any firm or institution

- Interfere with or disrupt the platform, its servers, or its networks

- Attempt to gain unauthorized access to any portion of the platform or any systems or networks connected to it

- Use any automated means to access or extract data from the platform without our prior written consent

- Upload or transmit any content that is false, misleading, or infringes the rights of any third party

7. User Content and Communications

You are solely responsible for any information, documentation, or communications you submit through the platform. By submitting content, you represent that you have the right to do so and that the content is accurate. Koladen may use content submitted through the platform solely to operate, maintain, and improve the platform and to facilitate the transactions for which it was submitted.

8. Fees

Certain services offered through the platform may be subject to fees. Applicable fees will be disclosed to you before you incur any obligation to pay them.

9. Third-Party Institutions and Services

The platform facilitates connections with third-party institutions, including RIAs and lenders, and may incorporate services provided by third-party vendors. Koladen is not responsible for the actions, omissions, terms, or services of any third-party institution or vendor. Any transaction, agreement, or dispute between a user and a third-party institution is solely between those parties.

10. Intellectual Property

The platform, including its content, features, design, and underlying technology, is owned by Koladen or its licensors and is protected by intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of the platform, nor may you reverse engineer or attempt to extract the source code of the platform, except as permitted by law.

11. Confidentiality

Information exchanged through the platform in connection with a transaction is intended to be shared only with the parties relevant to that transaction. Users agree not to disclose confidential information obtained through the platform except as necessary to complete a transaction or as required by law.

12. Disclaimers

THE PLATFORM AND WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. KOLADEN DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY INFORMATION PROVIDED THROUGH THE PLATFORM, INCLUDING INFORMATION OR QUOTES PROVIDED BY THIRD-PARTY INSTITUTIONS.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, KOLADEN AND ITS OFFICERS, EMPLOYEES, AND AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM OR RELATED TO YOUR USE OF THE PLATFORM OR WEBSITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. KOLADEN'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OR YOUR USE OF THE PLATFORM WILL NOT EXCEED THE AMOUNT OF FEES PAID BY YOU TO KOLADEN, IF ANY, IN THE TWELVE MONTHS PRECEDING THE CLAIM.

14. Indemnification

You agree to indemnify and hold harmless Koladen and its officers, employees, and affiliates from any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or related to your use of the platform, your violation of these Terms, or your violation of any rights of a third party.

15. Termination

We may suspend or terminate your access to the platform at any time, with or without notice, for conduct that we believe violates these Terms or is otherwise harmful to Koladen, other users, or third parties. You may stop using the platform at any time.

16. Changes to These Terms

We may update these Terms from time to time. Continued use of the platform or website after changes take effect constitutes acceptance of the revised Terms.

17. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or your use of the platform will be subject to the exclusive jurisdiction of the state and federal courts located in Delaware.

18. Miscellaneous

These Terms constitute the entire agreement between you and Koladen regarding your use of the platform and website and supersede any prior agreements. If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect. Koladen's failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

19. Contact Us

Questions about these Terms can be directed to us through the contact information provided on our website.

20. Broker Dealer Marketing Disclosures

Koladen has entered into a chaperoning agreement with Finalis Securities LLC, a U.S. registered broker-dealer, to conduct business with or on behalf of parties based in the U.S. Any business interaction pursuant to this document must be executed within the provisions of such chaperoning agreement and in compliance with all applicable laws, rules, and regulations of the U.S. If the recipient of this document is a party based in the U.S., such party may be required to meet the "U.S. Institutional Investor" definition. This document may not be copied, duplicated, and / or transmitted onward to any U.S. person that is not a "U.S. Institutional Investor".