Terms of Service

Effective date: June 10, 2024

Hello, and welcome to Lombard Finance’s Terms of Use (these “Terms”). These Terms are important because they describe your rights and obligations when using the Services (defined below) offered by us or our affiliates.

Please note that these Terms contain Indemnification, Governing Law, Dispute Resolution, Assumption of Risk and Disclaimer of Warranties and Limitation of Liability sections that affect your rights, including your ability to bring legal claims against us.

Please read these Terms, our Privacy Policy (the “Privacy Policy”) and any other terms referenced in this document carefully. If you do not agree to be bound by these Terms of Use, you are not permitted to use our Services.

1. Introduction

Lombard Finance is operated by Lombard Finance Ltd (“Lombard Finance”, “we”, “us”, “our”). These Terms govern your access to and use of the Lombard Finance website (“Website”) and/or the website-hosted user interface, available at lombard.finance (the “App”), (collectively, the “Services”). By signing up to use an account, you agree to be bound by the terms and conditions contained in these Terms, including Section 10 ("Dispute Resolution"), as well as the Privacy Policy.

LOMBARD FINANCE IS NOT A BROKER, FINANCIAL INSTITUTION OR CREDITOR. THE SERVICES ARE OFFERED AS AN ADMINISTRATIVE PLATFORM ONLY.

Lombard Finance is not authorised or regulated by the UK Financial Conduct Authority. Protections provided by the UK regulatory system will not be available to you when using Lombard.

2. Using Our Services

The Services. The App included in the Services is a front-end interface to the Protocols (as defined below). The Protocols facilitate the staking and restaking of digital assets. The Protocols are not part of the Services and are not operated by Lombard Finance. Accordingly, prior to using the Services you should read the Terms carefully, including the Important Disclaimers that follow, and familiarize yourself with the Protocols from other publicly available sources.

Important Disclaimers.

Not financial advice. The Services are not intended as, and do not provide, any investment or financial advice whatsoever. As with any financial or investment decisions, you should conduct your own research and due diligence investigation, to properly evaluate the benefits and risks of any investment or financial transaction. You should also seek the advice and guidance of qualified accountants, financial advisors, tax advisors, legal counsels and investment advisors, in connection with any investment or financial transaction.

Wallets. To use certain of the Services you may need to link a third-party digital wallet ("Wallet") with the Services. By using a Wallet in connection with the Services, you agree that you are using the Wallet under the terms and conditions of the applicable third-party provider of such Wallet. Wallets are not associated with, maintained by, supported by or affiliated with the Lombard Finance. You acknowledge and agree that we are not party to any transactions conducted while accessing the Services, and we do not have possession, custody or control over any digital assets appearing on the Services. When you interact with the App, you retain control over your digital assets at all times. We accept no responsibility or liability to you in connection with your use of a Wallet, and makes no representations and warranties regarding how the App will operate with any specific Wallet. The private keys and/or seed phrases necessary to access the assets held in a Wallet are not held by us. We have no ability to help you access or recover your private keys and/or seed phrases for your Wallet.

Third-party technologies. The App included in the Services displays data that, in conjunction with certain technologies (including validator nodes, network bridges, and your Wallet) controlled or operated by parties other than Lombard Finance (the “Third-Party Technologies”), facilitates your interfacing with a set of decentralized technologies that allow digital assets, such as Bitcoin (BTC), to be staked and re-staked. The technologies facilitating the staking of Bitcoin are referred to herein as the "Babylon Protocol” and the technologies facilitating the liquid representation of staked or re-staked digital assets are referred to herein as the “Lombard Protocol” (and together are referred to herein as the “Protocols"). The App is not essential to accessing the Protocols. Any transactions or messages that you submit to either Protocol will be executed programmatically, which Lombard Finance cannot pause, reverse, or recall. The Protocols and the Third-Party Technologies are not part of the Services, and your engagement with the Protocols via the App is entirely at your own risk.

Informational purposes only. Information about the Protocol is available on the Website at lombard.finance (the “Documentation”) is provided for informational purposes only and may be incomplete, contain mistakes, or become out-of-date. Users are responsible for verifying that the Documentation is accurate and up to date. Anytime you interact with the Protocol, you should conduct a test transaction prior to conducting a material transaction. We are not liable for any damage or loss caused or alleged to be caused by your reliance on the Documentation.

Rewards. In your use of the Services, we may attribute to you certain reputation indicators, points, or other intangible rewards (“Rewards”). Rewards are not, and may never convert to, accrue to, be used as basis to calculate, or become any other tokens or virtual assets or distribution thereof. Rewards are virtual items with no monetary value. Rewards do not constitute any currency or property of any type and are not redeemable, refundable, or eligible for any fiat or virtual currency or anything else of value. Rewards are not transferable between users, and you may not attempt to sell, trade, or transfer any Rewards, or obtain any manner of credit using any Rewards. Any attempt to sell, trade, or transfer any Rewards or tokens redeemable for or representing any Rewards will be null and void.

Yield. Your engagement of the Protocols or Third-Party Services (as defined in Section 7) may result in the accumulation and/or transfer of certain digital assets (“Yield”) to an account or Wallet of yours. The amount of Yield you accumulate and/or actually receive, if any, is determined entirely by the Protocols and/or Third-Party Services. We cannot and do not offer or guarantee the receipt of Yield in connection with your use of the Services or your engagement of the Protocols and/or Third-Party Services.

Eligibility. You may not use the Services if you:

1. are below the legal age in your jurisdiction, or if it is otherwise illegal in your jurisdiction for you to access, view and/or use the Services;

2. do not have the technical knowledge necessary or advisable to understand and evaluate the risks of using App, engaging the Protocols, the Third-Party Technologies, and Third-Party Services;

3. are currently located in or, a resident, citizen, national or agent of, or an entity organized, incorporated or doing business in, Belarus, Burundi, Crimea and Sevastopol, Cuba, Democratic Republic of Congo, Iran, Iraq, Libya, North Korea, Russia, Somalia, Sudan, Syria, the United States of America, Venezuela, or Zimbabwe;

4. are a person or entity that is (i) on any list of prohibited or restricted parties maintained by the government of the United Kingdom, the European Union, or the United States, including without limitation the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List, (ii) located or organized in any country or region any country or region that has been designated by the government of the United Kingdom, the European Union, or the United States, as "terrorist supporting" or is otherwise subject to embargo by any of the foregoing, or (iii) owned or controlled by, or intend to transact with, such persons or entities listed in (i)-(ii).

If you do not leave the Services, then you will be deemed for all purposes to have represented that none of the conditions listed in (a)-(d) above apply to you.

Updates to Terms of Use. Your use of the Services is subject to your agreement to these Terms, which may be updated by us at any time with or without notice to you. The Effective Date of the most up to date Terms will be provided at the top of each version of these Terms, respectively. Any such updates will be effective upon our publishing such updated Terms. If you do not agree with these Terms, you may not use the Services.

Updates to the Services. We may update and change our Services from time to time, for example, to reflect changes to our products, our users' needs and our business priorities. We will try to give you reasonable notice of any major changes.

Terms of Use. By using the Services, you agree: (a) to provide accurate, current and complete information about yourself; (b) to maintain and promptly update from time to time as necessary your information; (c) that you will use our Services only for yourself, and not on behalf of any third party, unless authorized by such third party; and (d) that you are fully responsible for all activity on the Services that occurs under your name or account. We may, in our sole discretion, refuse to allow you to use the Services, or suspend or terminate your access to the Services. You also agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You may opt out of receiving promotional emails that you have previously opted-in to at any time by following the instructions to unsubscribe, as provided therein.

3. Termination of Access to Services

Suspension, Termination, and Cancellation. Lombard Finance may, at its option and in its sole discretion: (a) suspend, restrict, or terminate your access to any or all of the Services if: (i) we are so required by a facially valid subpoena, court order or binding order of any government authority; (ii) we reasonably suspect you of using the Services in connection with any Prohibited Uses (as defined below); (iii) your use of the Services is subject to any pending litigation, investigation, or government proceeding and/or we, in our sole discretion, perceive a heightened risk of legal or regulatory non-compliance associated with your activity; (iv) any of our service partners are unable to support your use thereof; (v) you take any action that Lombard Finance deems in its sole discretion as circumventing Lombard Finance’s controls, or abusing promotions which Lombard Finance may offer from time to time; or (vi) you breach these Terms.

If Lombard Finance suspends your access or terminates your use of the Services for any reason, we will provide you with notice of our actions, unless a court order or other legal process prevents or prohibits Lombard Finance from providing you with such notice. You acknowledge that Lombard Finance’s decision to take certain actions, including limiting access to or suspending your User Account, may be based on confidential criteria that are essential to Lombard Finance’s risk management and/or security protocols. You agree that Lombard Finance is under no obligation to disclose the details of its risk management and/or security procedures to you.

4. User Conduct

Prohibited Uses. You may not use the Services to engage in the following categories of activity ("Prohibited Uses"). The Prohibited Uses listed below are representative, but not exhaustive, and Lombard Finance reserves the right to update or amend such list in its sole discretion at any time, with or without notice to you. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use or have questions about how these requirements apply to you, please contact us at [e-mail]. By using the Services, you agree that you will not use the Services to do or undertake any of the following, as determined by Lombard Finance in its sole discretion:

• Abusive Activity: Actions which: (i) conduct, facilitate, authorize, or permit any text or data mining or web scraping, (ii) impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; (iii) transmit or upload any material to the Services that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs; or (iv) attempt to gain unauthorized access to the Services.

• Unlawful Activity: Activity which would violate, or assist in the violation of, any law, statute, ordinance or regulation, sanctions programs administered in any of the countries where Lombard Finance conducts business, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or which would involve proceeds of any unlawful activity.

• Abuse Other Users: Interfere with another individual's access to or use of the Services; defame, abuse, extort, harass, stalk, threaten, or otherwise violate or infringe the legal or other rights (such as, but not limited to, rights of privacy, publicity, and intellectual property) of others; or harvest or otherwise collect information from the Services about others, including, without limitation, email addresses, without proper consent.

• Fraud: Activity which operates to defraud Lombard Finance, any Lombard Finance user(s) or any other person, or provide any false, inaccurate, or misleading information to Lombard Finance.

5. Copyright and License to You

Information Ownership. Unless otherwise indicated in writing by us, the Services and all content and other materials contained therein, including, without limitation, the Lombard Finance logo and all designs, text, graphics, trademarks, pictures, information, data, software, sound files, and/or other files related thereto and/or associated therewith and the selection and arrangement thereof (collectively, “Content”) are and shall remain the sole and proprietary property of Lombard Finance or our affiliates or licensors, if and as applicable.

Third-Party Intellectual Property. Notwithstanding anything to the contrary in these Terms, the Services and Content may include software components provided by Lombard Finance or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern the usage of such software components, as applicable.

Third-Party Services. The Services may contain links to third-party websites (“Third-Party Websites”) and/or applications (“Third-Party Applications”). When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies, if and as applicable) of another website or destination. Lombard Finance provides these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications or their products or services. You use all links in Third-Party Websites and Third-Party Applications at your own risk.

Limited License to You. These Terms grant users a limited and non-exclusive right to use the Services, including all Content thereon. Except as indicated otherwise herein or in any additional terms or conditions, you may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, or otherwise exploit any of the Content on our Services, except as follows:

• Your device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

• You may store files that are automatically cached by your web browser for display enhancement purposes.

• You may download a single copy of the mobile application to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

• Modify copies of any Content from the Services.

• Use any illustrations, photographs, video, or audio sequences or any graphics available through the Services separately from the accompanying text.

• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials available through the Services.

If you wish to make any use of Content other than that set out in this Section, please address your request to: [e-mail].

6. Risks Inherent to Blockchain Technologies

By accessing and using the Services, you represent that you understand the risks inherent to and associated with blockchain networks and cryptographic systems and warrant that you have the technical sophistication and working knowledge required to use, engage, or interact with the Third-Party Technologies, the Protocols, and related blockchain networks, cryptographic systems, smart contracts, and digital assets (collectively, “Blockchain Technologies”).

By accessing and using the Services, you assume all risks associated with using Blockchain Technologies, including, but not limited to, the risk of hardware, software and internet connections failure or problems, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within the Blockchain Technologies. You accept and acknowledge that Lombard Finance will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using any Blockchain Technologies for processing transactions, however caused.

Additionally, you understand that the markets for cryptographic and digital assets are nascent and highly volatile due to risk factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge that we are not responsible for any of these variables or risks, do not own or control any blockchain, and cannot be held liable for any resulting losses that you experience as a result of your use of Blockchain Technologies. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using Blockchain Technologies as part of your use of the Services.

7. Third-Party Services and Materials

The Services, including the App, may allow you to browse certain services or products that are developed or operated by persons other than Lombard Finance (“Third-Party Services”), including services or products that purport compatibility with restaked digital assets. The Third-Party Services may display, include or make available content, data, information, applications or materials from third-parties (“Third-Party Materials”) or provide links to certain third party websites. We do not endorse or recommend any Third-Party Materials, the use of any provider of any Third-Party Services, or the restaking or delegation of any assets to any Third-Party Services. You agree that your access and use of such Third-Party Services and Third-Party Materials is governed solely by the terms and conditions of such Third-Party Services and Third-Party Materials, as applicable. We are not responsible or liable for, and make no representations as to any aspect of such Third-Party Materials and Third-Party Services, including, without limitation, their content or the manner in which they handle, protect, manage or process data or any interaction between you and the provider of such Third-Party Services. We are not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality, security or any other aspect of such Third-Party Services or Third Party Materials or websites. You irrevocably waive any claim against us with respect to such Third-Party Services and Third-Party Materials. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such Third-Party Services or Third-Party Materials, or your reliance on the privacy practices, data security processes or other policies of such Third-Party Services. Third-Party Services, Third-Party Materials and links to other websites are provided solely as a convenience to you. Certain Third-Party Services or Third-Party Materials may automatically populate on the Company’s Services. We reserve the right to remove any Third-Party Services or Third-Party Materials from the Services for any reason whatsoever.

8. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Lombard Finance, and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the “Lombard Finance Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities of every kind, and nature whatsoever, whether known or unknown, that are caused by, arise out of, or are related to (a) your use or misuse of the Services, (b) your violation of these Terms, and/or (c) your violation of any right(s) of any third party. You agree to promptly notify Lombard Finance of any Claim(s) and shall cooperate fully with the Lombard Finance Parties in defending such Claims. You further agree that the Lombard Finance Parties shall have control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN ANY WRITTEN AGREEMENT(S) BETWEEN YOU AND LOMBARD FINANCE.

9. Limitation of Liability

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY LOMBARD FINANCE, THE SERVICES, CONTENT CONTAINED THEREIN, AND ANY BLOCKCHAIN TECHNOLOGIES REFERENCED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. LOMBARD FINANCE (AND ITS AFFILIATE(S), LICENSOR(S) AND/OR OTHER BUSINESS ASSOCIATE(S)) MAKES NO WARRANTY THAT THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL OR SAFE. LOMBARD FINANCE DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES, CONTENT CONTAINED THEREIN. 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 UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

YOU AGREE AND ACKNOWLEDGE THAT LOMBARD FINANCE HAS NO CONTROL OVER AND MAKES NO GUARANTEES OR PROMISES WITH RESPECT TO THE OWNERSHIP RECORD OR SMART CONTRACTS. LOMBARD FINANCE MAKES NO OFFER OR INVITATION TO ACQUIRE, PURCHASE, TRANSFER, SELL, OR OTHERWISE DEAL IN BLOCKCHAIN TECHNOLOGIES. YOU WAIVE ANY AND ALL RIGHTS AND CLAIMS YOU MAY HAVE, WHETHER KNOWN OR UNKNOWN AGAINST LOMBARD FINANCE (AND ANY RELATED PARTIES) RELATED TO BLOCKCHAIN TECHNOLOGIES AVAILABLE ON THE SERVICES.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL LOMBARD FINANCE OR ITS AFFILIATES, OR ITS OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, OR DIRECTORS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF DIGITAL ASSETS, LOSS OF PRIVATE KEY, LOSS OF SEED PHRASE, LOSS OF ACCESS TO ANY DIGITAL WALLET, OR ANY OTHER DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY CONTENT ON THE SERVICES OR ANY OTHER WEBSITES AND MOBILE APPLICATIONS OR ANY ITEMS OBTAINED THROUGH THE SERVICES OR SUCH OTHER WEBSITES AND MOBILE APPLICATIONS, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

IN NO EVENT WILL LOMBARD FINANCE’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, REWARDS OR ANY PRODUCTS OR SERVICES ON THE SERVICES EXCEED $100.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM SHALL BE DEEMED PERMANENTLY WAIVED AND BARRED.

THIS SECTION DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW, THEREBY MINIMIZING OUR LIABILITY TO YOU TO THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW.

10. Dispute Resolution

This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully.

Informal Process. You agree that in the event of any dispute between you and Lombard Finance, you will first contact Lombard Finance in a writing that specifically references this section and which describes the dispute and your position in relation to it in sufficient details for the receiving company to engage in meaningful discussions about the dispute (“Dispute Notice”). For a period of no less than thirty days after receipt of the Dispute Notice, or such longer period as the parties may agree in writing, you shall make a good faith and sustained effort for a to resolve the dispute before resorting to more formal means of resolution.

Agreement to Arbitrate. All claims, disputes and controversies directly or indirectly arising out of or in connection with or directly or indirectly relating to these Terms or any of the matters or transactions contemplated by these Terms (for the avoidance of doubt, including any claim seeking to invalidate, or alleging that, all or any part of these Terms is unenforceable, void or voidable) (such claims, disputes and controversies, collectively, “Disputes”) shall be resolved by confidential, binding arbitration to be seated in the Cayman Islands and conducted in the English language by a single arbitrator pursuant to the International Arbitration Rules of the International Centre for Dispute Resolution (the “Rules”). The arbitrator shall be appointed in accordance with the procedures set out in the Rules. The award or decision of the arbitrator shall be final and binding upon the parties and the parties expressly waive any right under the laws of any jurisdiction to appeal or otherwise challenge the award, ruling or decision of the arbitrator. The judgment of any award or decision may be entered in any court having competent jurisdiction to the extent necessary. If any party elects to have a Dispute resolved by arbitration pursuant to this provision, no party hereto shall (or shall permit its representatives to) commence, continue or pursue any Dispute in any court; provided, however, that we shall be entitled to obtain an injunction or injunctions to prevent breaches of this provision and to enforce specifically the terms and provisions thereof, this being in addition to any other remedy to which we are entitled at law or in equity, and the parties hereto hereby waive the requirement of any posting of a bond in connection with such injunctive relief or specific performance.

After the informal dispute resolution process, any remaining dispute arising out of or in connection with these Terms or Lombard Finance’s services and/or products, including but not limited to the Services, or relating in any way to the communications between you and Lombard Finance or any other user of the Services, including any question regarding its existence, validity or termination (collectively, “Dispute”), shall be referred to and finally resolved by confidential, binding arbitration to be seated in the Cayman Islands and conducted in the English language by a single arbitrator pursuant to the International Arbitration Rules (the “Rules”) of the International Centre for Dispute Resolution (the “ICDR”)for the time being in force, which rules are deemed to be incorporated by reference in this clause. You and Lombard Finance shall endeavor to agree upon the arbitrator, and if you and Lombard Finance fail to do so within twenty-one (21) days of the commencement of the Arbitration, the appointment shall be made by ICDR in accordance with the Rules. This mandatory arbitration agreement applies to you and to Lombard Finance. However, this arbitration agreement does not (a) govern any Dispute initiated by Lombard Finance for infringement of its intellectual property, or (b) bar you from making use of applicable small claims court procedures in appropriate cases.

The laws of the Cayman Islands shall govern this arbitration agreement, which shall survive any termination of these Terms.

If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to: [e-mail] .

Arbitration Procedure and Rules. The arbitration will be administered by the ICDR under the Rules by a sole arbitrator. You can access the Rules at https://www.icdr.org/rules_forms_fees . Each party shall bear its own filing and administrative fees in the first instance. Lombard Finance will reimburse those fees for claims where the amount in dispute is less than $10,000, unless the arbitrator determines the claims are frivolous, and we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence will not apply to the “Class Action Waiver” section below.

Class Action Waiver. Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case or to be a party to a class or representative action is waived, and that any claims must be decided individually, through arbitration.

Waiver of Jury Trial. If for any reason a claim proceeds in court rather than in arbitration, you and Lombard Finance each waive any right to a jury trial.

11. Miscellaneous

Governing Law and Venue. These Terms, your access to and use of the Services and Content, and your participation in the Services, shall be governed by and construed and enforced in accordance with the laws of the Cayman Islands.

Severability. If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.

Wavier. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

Assignability. These Terms are personal to you, and are not assignable, transferable, or sublicensable by you except with Lombard Finance’s prior written consent.

Notices. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

12. Contact us

If you have any questions or complaints about our Services or these Terms, please email us at [e-mail] .