Terms of Service

• These Terms and Conditions form part of the contract between you and Phase Labs Technologies Limited, Unit IH-00-01-01-OF-01, Level 1, Innovation Hub, Dubai International Financial Centre, Dubai, United Arab Emirates (the owner of the Netrunner brand, the owner of the Netrunner web-application that can be found on https://app.netrunner.tax/, the landing page website that can be found on www.netrunner.tax, all associated code and other elements that make up this whole, social media sites of Netrunner, found on Discord, Telegram and X. (all together “Netrunner”, hereinafter referred to as “Phase Labs” or “We”)). Please read these Terms and Conditions (“Terms” or “Agreement”), the Privacy Policy, and any other applicable rules, policies and conditions published on Netrunner’s website and/or web-application, before you use any of the services. By using Netrunner, creating an account, linking your wallet(s), using the tax suite, and/or using any other service of Netrunner, you agree to be bound by the terms of this Agreement on behalf of yourself and any third parties using the aforementioned services within your account. If you do not accept the terms of this Agreement, you may not use Netrunner and/or any of its services.

• Netrunner is a Solana-focused crypto tax reporting platform that helps individuals simplify tax reporting, categorize transactions, calculate gains/losses, and generate tax reports. It can be used as a standalone web-application.
• User or you is a term that describes anyone who interacts with Netrunner in any way shape or form.
• Tax Suite Services or “TSS” is a service, where Users can connect their crypto wallet(s) and import transactions from the blockchain, categorize imported transactions, calculate gains/losses, and generate tax reports.
• Subscription means the yearly subscription plan for accessing TSS.
• Payment Service Provider our payment provider of choice is Sphere, the third-party service used for processing subscription payments. The choice of payment service provider can be subject to change and is entirely in the discretion of Phase Labs.
• Solana is a crypto currency with the symbol “Sol”.

• Netrunner provides Tax Suite Services as defined above. Other services that Netrunner may execute are ancillary to the services mentioned in the previous sentence (“Services”).

• Users may access Netrunner through the Internet.
• In order for the Users to use Netrunner’s services (TSS), Users must create an account.
• Users may choose to create a Netrunner account using either its Discord or Google account (“Account”).
• The Users are solely responsible for protecting, securing and maintaining their User Account credentials (Discord account and all its credentials, Google Account and all its credentials including its email, password etc.). Phase Labs shall bear no liability whatsoever for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of profits, loss of data, loss of opportunity, or loss of digital assets, arising out of or in connection with the use of, or inability to use the Services.
• The User may adjust settings in the Settings/Account section of Netrunner. The list of settings are subject to change at any time with Phase Labs holding full discretion regarding such changes.
• Phase Labs has no control over and no way of identifying, nor does it bear any responsibility to identify, the actual User of your Account, therefore it is presumed that, regardless of who actually used your Account, it was used by you or by another person with your authorization.
• If the User wishes to delete its Account it can do so in the Settings/Account section of Netrunner.

• Upon successfully creating an Account and activating a valid Subscription, the User may access and use the TSS.
• The Services include the following core functionalities, offered on a non-exclusive, “as is” and “as available” basis:
• Blockchain-Based Transaction Import: The User may copy/paste their wallet address of choice to import on-chain transaction data directly from supported blockchain networks. Netrunner runs automated processes to gather and parse publicly available wallet activity. This feature is entirely algorithm-driven, and may contain errors, omissions, or inconsistencies due to blockchain complexity, metadata variations, or third-party limitations. This tool is intended solely for informational and reference purposes and should not be relied upon as definitive transaction history. Note: Importing a wallet triggers an automatic blockchain scan for transactions, consuming your Fair Use Policy allocation — regardless of later removal or report generation. Double-check wallet details before importing to avoid unintended usage.
• Categorization of Transactions: The User may use the platform to categorize imported transactions based on predetermined filters that may be subject to change. Categorization is performed using algorithmic filters based on available metadata and tagging logic. As with all algorithmic tools, the categorization feature is subject to inaccuracies, edge-case misclassifications, and false positives. The output should not be treated as professionally reviewed or suitable for filing purposes without independent verification.
• Tax Report Generation: Netrunner provides the User with the ability to generate crypto tax reports based on the available transaction data and selected jurisdictions. Reports are generated via automated calculation engines informed by publicly available tax frameworks. While Phase Labs endeavors to keep tax treatment logic up to date, Phase Labs does not guarantee accuracy, completeness, or compliance with any specific legal or regulatory requirement. Tax reports generated through Netrunner are informational in nature, and are not intended to replace advice from a licensed tax, legal, or accounting professional.
• Additional Inputs: The User may optionally upload CSV files or connect third-party APIs (such as exchange accounts or portfolio trackers) to supplement transaction data. The integrity, compatibility, and accuracy of imported data from third-party sources are the sole responsibility of the User.
• The User is solely responsible for verifying the correctness of all data submitted and all outputs generated, and for obtaining appropriate professional guidance before relying on the reports for tax filing or regulatory compliance.
• Phase Labs assumes no liability for any reporting errors, miscalculations, or legal consequences arising from reliance on outputs generated through the Service.

• Netrunner operates on a yearly subscription model with full advance payment required at the time of activation. The subscription provides Users with unlimited access to generate reports during the active subscription period in accordance with the Fair Use Policy.
• By subscribing to the Service, the User agrees to pay the full annual subscription fee in advance.
• All subscription payments are non-refundable.
• If the User chooses to cancel their subscription at any time, they will not receive a partial or full refund. However, the User will continue to have access to the Service until the end of the current prepaid subscription period.
• Users expressly acknowledge and consent that they do not have the right to withdraw from the Service after purchase under the exception set forth in Article 16(a) of the EU Consumer Rights Directive 2011/83/EU, which excludes digital content services that are fully performed upon commencement of use and where the consumer has consented to immediate performance.
• If the User breaches these Terms, including but not limited to misuse of the platform, unauthorized access, using the platform in conflict with the Fair Use Policy, or prohibited conduct, Phase Labs reserves the right to suspend or permanently disable the User’s account without refund, credit, or compensation of any kind. Access to the Services may be immediately revoked upon such action.
• The User acknowledges that these terms are fair and reasonable in light of the nature of the Service, and agrees not to contest the enforceability of the non-refundable and account suspension clauses in any jurisdiction.

• The User acknowledges and understands that, due to the permissionless and decentralized nature of the blockchain, Phase Labs has no control over the blockchain. Specifically, given these inherent characteristics of the blockchain, the User acknowledges that their usage of Netrunner is entirely voluntary and undertaken at their sole risk. The User agrees that Phase Labs shall not be responsible for any direct, indirect, incidental, consequential, or special damages, including but not limited to loss of funds, business, reputation, or data, arising out of or related to the User's use of Netrunner.
• Furthermore, the User expressly acknowledges and agrees that Phase Labs shall not be liable for any consequences, legal or otherwise, resulting from the User's failure to comply with these conditions. Phase Labs' knowledge, lack of knowledge, or failure to act upon any non-compliance by the User shall not be deemed a waiver of any rights, remedies, or defenses available to Phase Labs under these Terms or applicable law.
• Non-Custodial: Phase Labs operates strictly as a TSS provider and does not, at any point, take custody, possession, or control of your digital assets, tokens, private keys, or wallet credentials, nor is it responsible for the acts or omissions of your custodians and other service providers. Users are solely responsible for managing and safeguarding their cryptographic private keys and wallet access. Phase Labs does not request, store, or recover your private keys, and the User should not share its private keys and wallet access information with Phase Labs or any unauthorized party, and any transactions executed through its wallet (whether by Users or any third party) shall be deemed authorized by User. Phase Labs makes no representations or warranties regarding the compatibility of its Services with any specific wallet provider, blockchain network, or third-party application. The User acknowledges that its wallet is an independent, third-party tool, and that Phase Labs assumes no responsibility or liability for its security, functionality, errors, or any unauthorized access, failures, or disruptions in connection with the User’s use of any wallet. Phase Labs is not responsible for any loss of funds, penalties, or other detrimental events resulting from issues related to your wallet, incorrect transactions, or unauthorized access.
• No Fiduciary Responsibility: These Terms do not create or impose any fiduciary duties on Phase Labs. To the fullest extent permitted by law, the User acknowledges and agrees that Phase Labs owes the User no fiduciary obligations, trust obligations, or equitable duties. Any and all fiduciary duties that may otherwise exist at law or in equity are hereby expressly disclaimed, waived, and eliminated. The User further agrees that Phase Labs has no duty to act in the User’s best interest beyond the obligations expressly set forth in these Terms.

• The User may not use Netrunner in any manner contrary to its intended purpose of generating informational cryptocurrency tax reports.
• The User agrees not to circumvent, alter, hack, misuse, or otherwise compromise the functionality, security, or integrity of Netrunner.
• The User agrees to use Netrunner in accordance with the Fair Use Policy. Any deviation from such usage is restricted and will be classified as misuse and a breach of these Terms.
• By using Services, the User agrees not to engage in any unlawful, unauthorized, or harmful activities, including but not limited to:

• Using Services to prepare or submit fraudulent, misleading, incomplete, or otherwise inaccurate tax reports;
• Providing false, deceptive, or misleading information when creating an Account, submitting data, or interacting with Netrunner;
• Attempting to gain unauthorized access to any Accounts, systems, servers, or networks connected to Netrunner or its affiliated services;
• Engaging in conduct that could harm, disable, overburden, disrupt, or impair the performance or security of Netrunner;
• Violating any applicable laws, regulations, or tax obligations in any jurisdiction, including but not limited to anti-money laundering (“AML”), counter-terrorism financing (“CTF”), or economic sanctions regulations;
• Using Services from jurisdictions where the offering or use of crypto-related services is restricted or prohibited by applicable law;
• Infringing upon intellectual property rights, including copyrights, trademarks, patents, trade secrets, privacy rights, or publicity rights related to Phase Labs, Netrunner and/or third parties;
• Engaging in any form of fraud, deceit, misrepresentation, or impersonation when using Netrunner and/or contacting Phase Labs;
• Introducing malware, viruses, or other harmful material intended to disrupt or damage software, hardware, or data;
• Disseminating false, misleading, defamatory, or harmful statements regarding Netrunner, Phase Labs, its owners, affiliates, or the Services offered, during or after the term of the User’s access.

• Phase Labs reserves the right to suspend or terminate the User’s Account and/or access to the Services for any violation of these prohibitions and to take any further legal or technical action deemed necessary.
• The parties acknowledge that a violation of this section would cause Phase Labs irreparable harm that is difficult to quantify at the time of contracting, and that the actual damages resulting from such a breach may be substantial and uncertain. Accordingly, in lieu of actual damages, violations of this section shall result in liquidated damages of USD 10,000.00 (ten thousand 0/100 United States Dollars) per breach, which amount the parties agree represents a reasonable and good faith pre-estimate of Phase Labs' anticipated losses, including but not limited to costs of remediation, lost revenue, and legal fees. This liquidated damages provision is without prejudice to Phase Labs’ right to seek injunctive relief, civil and/or criminal liability, or additional damages proven to exceed this amount.
• Phase Labs may identify violators through Account information, IP addresses, device identifiers, or other available technical methods.
• The User agrees that Phase Labs may offset any claims for penalties or damages against any subscription fees paid or withhold access to generated reports without further notice.

Phase Labs is dedicated to delivering an outstanding user experience through its unlimited plan, which supports a significant volume of transactions per subscription each year. In accordance with the Fair Use Policy this plan is carefully crafted to offer seamless access and exceptional flexibility, empowering users to maximize the benefits of our Services without facing undue limitations.

To uphold Service quality and safeguard against potential misuse, each subscription is limited to a maximum of 100,000 (one hundred thousand) transactions per subscription annually (“Fair Use Amount”). Note: Importing a wallet triggers an automatic blockchain scan for transactions, consuming your Fair Use Policy allocation — regardless of later removal or report generation. Double-check wallet details before importing to avoid unintended usage.

Within this context, “unlimited use” is defined by the substantial allowance of the Fair Use Amount. In case the Fair Use Amount is exceeded, you will receive an ERROR message alerting you to the reached limit. If Phase Labs suspects misuse it may act in accordance with the section “Restrictions” of these Terms.

• Underaged natural persons may not use Netrunner nor any of its services. Depending on your residency the term underaged may vary in accordance with the law anywhere from fourteen (14) to twenty-one (21) years old.

• Phase Labs or its partners are not responsible in any way for the accuracy of the displayed information on Netrunner.
• To the fullest extent permitted by applicable law, Phase Labs and its affiliates, directors, officers, employees, agents, contractors, licensors, and partners shall have no liability whatsoever for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of profits, loss of data, loss of tax refunds, financial penalties, reputational damage, or regulatory sanctions, arising out of or in connection with the use of, or inability to use, the Services, even if Phase Labs has been advised of the possibility of such damages.
• Phase Labs provides the Services strictly “as is” and “as available,” with all faults and without warranties of any kind, whether express, implied, or statutory, to the maximum extent permitted by law. The User acknowledges and agrees that their use of the Services is entirely at their own risk.
• Phase Labs makes no representations or warranties regarding:

• The accuracy, completeness, or timeliness of any reports generated;
• The correctness of any imported transaction data from third-party integrations or manual uploads;
• The applicability of any tax outcomes, estimated liabilities, or classifications presented in the generated reports;
• The uninterrupted or error-free operation of the Services.

• Phase Labs is not liable for:

• Any inaccuracies, delays, omissions, or errors in transaction data or tax calculations;
• Failures or malfunctions of third-party services or APIs connected to Netrunner;
• Events of force majeure, including but not limited to internet disruptions, cyberattacks, regulatory actions, wars, pandemics, or acts of God;
• Misuse of the Services by the User, including the submission of inaccurate, fraudulent, or incomplete data;
• Any losses arising from reliance on reports not reviewed by qualified tax, accounting, or legal professionals;
• Unauthorized access to User accounts due to User negligence (such as failure to secure login credentials).

• The User’s sole and exclusive remedy for dissatisfaction with the Services is to stop using the Services.
• Phase Labs does not guarantee that the Services will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusions, and the User expressly agrees to release Phase Labs from any liability relating thereto.
• Phase Labs does not operate or control any third-party platforms, services, or integrations that may interface with the Services. The User’s interactions with any third-party services are solely at their own risk, and Phase Labs disclaims any liability for failures, inaccuracies, or breaches caused by such third parties.
• The User agrees to indemnify, defend, and hold harmless Phase Labs, its directors, officers, employees, agents, contractors, licensors, and affiliates from any claims, demands, losses, liabilities, damages, or expenses (including reasonable attorneys’ fees) arising from: (i) The User’s breach of these Terms, (ii) The User’s misuse of the Services, (iii) Any violation of applicable law, regulation, or third-party rights.
• Phase Labs reserves the right to assume exclusive defense and control of any matter otherwise subject to indemnification by the User, in which case the User agrees to cooperate in such defense at their own expense.
• Without prejudice to the foregoing, and notwithstanding any provision herein, in no event shall the total, aggregate liability of Phase Labs, its affiliates, directors, officers, employees, and agents for any and all claims exceed the cost of one (1) yearly subscription. This amount shall constitute the full and final settlement of any claims against Phase Labs arising from the use of the Services.
• The User acknowledges and agrees that monetary damages are an adequate remedy for any alleged loss or harm and waives any right to seek injunctive relief or specific performance.
• By continuing to access or use the Services, the User expressly acknowledges and agrees to all disclaimers, limitations, and indemnities contained in this section. If the User does not agree to any part of this Disclaimer, they must immediately cease using Services.

• All parties expressly and unconditionally acknowledge that all intellectual property rights related to Netrunner, including but not limited to its current and future versions, source code, platform architecture, functionalities, technical processes, algorithms, designs, trade secrets, innovations, brand identity, logos, trademarks, domain names, website, documentation, and related materials, are the sole and exclusive property of Phase Labs, and are protected by applicable intellectual property and industrial property laws worldwide.
• These rights are held exclusively, without geographic or temporal limitation, and without restriction as to form or media, whether existing now or arising in the future. No ownership rights are transferred to the User under these Terms.
• By purchasing a subscription or accessing the Services, the User is granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to use Netrunner solely for personal or internal business purposes, and only for the duration of the active subscription period.
• This usage right does not grant the User any ownership interest or intellectual property rights in the platform or its components. The User may not copy, modify, reverse engineer, decompile, distribute, or otherwise exploit any part of the platform, its code, or design, except as expressly permitted under applicable law.
• The User acknowledges and agrees that Phase Labs may use anonymized or aggregated interaction data (such as metadata, usage patterns, or de-identified content examples) to train, refine, or evaluate machine learning and artificial intelligence models, including but not limited to models used for user support, transaction categorization, or automated reporting features. Phase Labs may use such data for the purposes of increasing the quality of Netrunner and Services, without compensation to the User. No personal or identifiable transaction data will be used in these materials without explicit User consent, unless required by law. This processing is further described in Netrunner’s www.netrunner.tax/privacy.
• The User agrees not to assert or encourage any third party to assert any intellectual property claim against Phase Labs relating to use of the platform.
• Phase Labs and/or its partners may use User’s testimonials, its provided real and/or fiction names as well as provided profile pictures for advertising purposes of Netrunner. The Users are not entitled to any compensation for such commercial use.

• Information and data collected by Phase Labs. Phase Labs collects and processes data in accordance with the Privacy Policy.
• NO CLASS ACTION: TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE AGREE THAT THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT, HEARD, OR ARBITRATED AS A CLASS ACTION (INCLUDING WITHOUT LIMITATION OPT OUT CLASS ACTIONS OR OPT IN COLLECTIVE CLASS ACTIONS), OR IN A REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL CAPACITY ON BEHALF OF A CLASS OF PERSONS OR THE GENERAL PUBLIC. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. HOWEVER, THIS PROVISION MAY NOT BE ENFORCEABLE IN ALL JURISDICTIONS AND, IN SUCH CASES, CLASS ACTION LAWSUITS, CLASS-WIDE ARBITRATIONS, PRIVATE ATTORNEY-GENERAL ACTIONS, AND ANY OTHER PROCEEDING WHERE SOMEONE ACTS IN A REPRESENTATIVE CAPACITY ARE NOT PROHIBITED AND MAY BE AVAILABLE.
• Successors and Assigns: These Terms will benefit the parties and their respective permitted successors, assigns, transferees, and delegates, and will be binding on all of the foregoing persons as well as any Person who may otherwise succeed to any right, obligation, or liability under these Terms by operation of law or otherwise.
• No Assignment: The User may not assign, transfer, or delegate any of its rights or obligations under these Terms without our prior written consent. Any attempted assignment or transfer in violation of this provision shall be null and void. Phase Labs reserves the right to assign, transfer, or delegate our rights and obligations under these Terms, in whole or in part, without restriction or prior notice to You. This agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.
• Entire Terms: The rule of contra proferentem, which provides that any ambiguity in a contract should be interpreted against the drafter, shall not apply to these Terms. The parties acknowledge that these Terms have been mutually reviewed, and any ambiguity shall not be used to the detriment of Phase Labs. All provisions shall be interpreted fairly and in accordance with their intended purpose. These Terms along with a specific written agreement entered into between a User and Phase Labs (if any executed between the parties) and/or an acceptance of an offer for Services (a "Service Agreement") comprise the parties' complete agreement relating to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings, both written and oral, between the parties.
• Hierarchy and Conflict of Terms. In the event of any conflict or inconsistency between:(a) these Terms;(b) any general terms and conditions of any other contractual party; and(c) the Service Agreement between the contractual parties,the following order of precedence shall apply:
• The specific Service Agreement shall take precedence over all other terms to the extent it expressly addresses the subject matter in question;
• Where the Service Agreement is silent, these Terms shall govern;
• Where both the Service Agreement and these Terms are silent, the matter shall be governed by applicable law.
• Under no circumstances shall the general terms and conditions of any other party apply, and such terms are hereby expressly excluded.
• Notices: All notifications under these Terms must be in writing (including e-mail). Notices shall be regarded as given when they are received.
• Force Majeure: A Force Majeure Event refers to any event or circumstance beyond the reasonable control of Phase Labs that prevents, delays, or hinders its ability to perform its obligations under these Terms. Such events include, but are not limited to:

In the event of a Force Majeure Event, Phase Labs shall not be liable for any failure, interruption, or delay in performing its obligations under these Terms. Phase Labs will make commercially reasonable efforts to mitigate the effects of the Force Majeure Event and to resume normal Services as soon as practicable. The User acknowledges and agrees that Force Majeure Events may disrupt or suspend access to Services without notice, and waives any claims for damages, refunds, or compensation arising from such events.

• Suspected abuse and/or breach of contract. In the event of suspected abuse of Netrunner and/or breach of any provision of the Agreement (including these Terms and Conditions and other Annexes), Phase Labs reserves the right to permanently disable access to and/or remove, without explanation, any User whose account is suspected of having abused and/or attempted to abuse Netrunner and/or its content and/or breached the Agreement without any refund for the Services already paid for. Phase Labs also reserves the right to claim damages for such behaviour and/or breach.
• Changes to the Terms and Conditions. Phase Labs reserves the right to modify the terms, conditions, content, and features of the Netrunner at its sole discretion. Changes to prices will not affect services already provided. The User shall be informed of the changes in accordance with the applicable legislation. Continued use of Netrunner shall be deemed to constitute acceptance of the amended terms and conditions and/or other changes.
• Availability of documentation. The Terms and Conditions and other relevant legal documents are accessible at all times on the website: www.netrunner.tax/terms.
• Disputes. This contract is governed by law of the Dubai International Financial Centre (“DIFC”). The parties shall resolve any disputes arising from this Agreement amicably. If an amicable resolution is not possible, any dispute, difference, controversy or claim arising out of or in connection with this Agreement, including (but not limited to) any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre (“the DIFC Courts”).
• Nullity. In the event that any provision/s of this Agreement is/are invalid, all other provisions shall remain in full force and effect.
• Contact details. For assistance and further information regarding Netrunner or resolution of other problems, the User can contact Phase Labs by email at info@netrunner.tax.