Kleos Terms of Service

Kleos is a trademark owned by Kleos Ireland SR Limited., A company incorporated in Ireland with registration n°800152 located at The Black Church, St. Mary’s Place, Dublin 7, Ireland, D07 P4AX. (referred to herein as “Kleos”, “we”, “us”).

Website: https://kleos.money
Customer Support Email: support@kleos-capital.com
Postal Address: The Black Church, St. Mary’s Place, Dublin 7, Ireland, D07 P4AX.

PREMISES

These Terms of Service (the “Agreement”) are a legally binding contract between you and Kleos. The Agreement explains the terms and conditions by which you may access and use the services provided by Kleos, which include (a) the provision of a software platform from which you may have access to the Kleos Services and to the Third-Party Providers Services, according to the terms and conditions indicated in this Agreement; (b) the possibility to connect Third-Party crypto wallet (the “Wallet”); and (c) any other product or service as Kleos may decide to make available on the App from time to time or that are indicated as provided by us in this Agreement (services under letters (a) (b) (c) are jointly referred to also as the “Kleos Services”, the “App”, or “Kleos App”). In addition, the Kleos Services will allow you the access to third-party services rendered by third-party providers (the “Third-Party Services”). Kleos Services and Third-Party Services are jointly also referred to as the “Services”.

Kleos provides customers with a mobile application that enables users to access, manage and monitor third-party crypto asset, payment and card services through a single interface. The Kleos App allows users to connect supported wallets and payment accounts, initiate transactions, monitor balances, access crypto asset services, use virtual IBAN (vIBAN) functionality and access payment card services made available by regulated Third-Party Service Providers.

Kleos does not control or operate any of the Third-Party Services. By using the App, you understand that when you operate with crypto you are not buying or selling digital assets from us and that we do not operate any liquidity pools or control trade execution on the blockchain. However, when your card is topped up using your crypto assets, such crypto assets are sold by regulated Third-Party Services to fund the balance on your card.

You must read this Agreement carefully as it governs your use of the Services. By accessing or using any of the Services, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree, you are not authorised to access or use any of our Services and should not use our Services.

A Kleos account is intended for personal use only and may not be used for business-related purposes. Any use of the account for commercial or business activities is strictly prohibited. Access to and use of third-party services are subject to the verification, identification, eligibility and any other requirements established by the respective third-party service providers, in accordance with their terms and conditions and applicable law.

By accepting this Agreement, you understand and accept that the Third-Party Services made accessible through the App are solely the responsibility of each individual Third-Party Service Provider as, in relation to them, Kleos is only providing the software platform (i.e. the App) to make available such Third-Party Services. By using the Third-Party Services, and in relation to them, you understand and agree that Kleos has not and will not have any contractual relationship with you, nor will it provide any services to you. Kleos reserves the right to change or discontinue any Third-Party Services at any time without prior notice. Nothing in this section shall be construed as an obligation on Kleos to offer any specific service, product, or opportunity.

The Services include access to third-party services, including crypto asset infrastructure, fiat payment infrastructure and card issuing services provided by independent regulated providers, including:

• Lightspark Payments Europe AS (registry code: 16298772), address: Pärnu mnt 110, Tallinn, Estonia, in accordance with its terms and conditions., which provides crypto asset services infrastructure, exchange and transfer services, and virtual IBAN (vIBAN) services; and
• Wallester AS (registry code: 11812881), address Ahtri 6, 10151 Tallinn, Estonia, in accordance with its terms and conditions., which provides payment card issuing and related payment processing services

You acknowledge and agree that Kleos shall not be held liable for any issues, disputes, claims, or damages arising from or in connection with the use of these Third-Party Services. You further agree to hold harmless, defend, and indemnify Kleos from any and all liabilities, claims, damages, losses, or expenses (including legal fees) that may arise as a result of your use of, or reliance on, any Third-Party Services accessed through the App.

By signing up to use the Kleos App, create an account through Kleos or make use of the Services, you agree that you have read, understood, and accept all of the terms and conditions contained in this Agreement, including its Annexes, and have read and understood our Privacy Policy.

Finally, you represent that your access and use of any of the Services will fully comply with all applicable laws and regulations, and that you will not access or use any of the Services to conduct, promote, or otherwise facilitate any illegal activity. If we find that you have breached the Agreement, we reserve all our rights and remedies under the Agreement and the law and will take all necessary actions against you.

The Services are only available to you – and you should only access any of the Services – if you agree completely with these terms.

1. PREMISES, ANNEXES, AND FORM IN THE LANGUAGE.

1.1. The Premises and the Annexes constitute an integral and substantial part of this Agreement.

1.2. In this Agreement the singular includes the plural and vice versa.

2. ELIGIBILITY.

2.1. Access to third-party services is subject to the eligibility requirements established by the relevant third-party service providers, in accordance with their terms and conditions and applicable law.

3. KLEOS APP

3.1. The App provides a mobile-based means of access to a range of services, as better described in sections from 5 to 9 below. that allow the user to:

i) Request to initiate a transaction within the App (an "Order");

ii) Facilitate the fiat to crypto exchange on the Third-Party Service Provider platform;

iii) Facilitate the crypto to fiat exchange on the Third-Party Service Provider platform;

iv) Order a VISA debit card from a Third-Party Service Provider;

v) Top up the VISA debit card using (i) crypto balance in the Wallet, or (ii) fiat balance in the E-Wallet;

vi) Pay with the VISA debit card through the mean of either Apple Pay, Google Pay, the physical card, or a non-tokenized virtual card;

3.2. By using the App, you understand that, when operating with cryptocurrencies, Kleos will not offer you any digital assets. You are not buying or selling digital assets from us, and we do not operate any liquidity pools or control trade execution on the blockchain for the purpose of buying from you and/or selling to you any digital assets. Kleos is not a liquidity provider and liquidity providers are independent third parties. However, when your card is topped up, your crypto assets are sold using the Third-Parties Service Provider(s) to fund the balance on your card.

3.3. With regards to the Wallet connected to the App, you understand and accept that your relationship with the Wallet provider is governed by the applicable terms of service. We do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its content. By connecting the wallet to our App you agree to be bound by this Agreement and all of the terms incorporated herein by reference.

3.4. The Services are accessible through the Kleos mobile application available on supported iOS and Android devices and, where applicable, through other access channels that Kleos may make available from time to time.

3.5. The App and certain Services may be temporarily unavailable due to scheduled maintenance, upgrades, security updates, emergency interventions, or circumstances affecting third-party infrastructure providers. Kleos will use reasonable efforts to minimise disruptions and, where reasonably practicable, notify users of planned maintenance in advance.

4. REGISTRATION OF A KLEOS ACCOUNT

4.1. To use the Kleos Services, you will need to (i) download the App from the App Store or Google Play Store and (ii) register for a Kleos account (a “Kleos Account”), unless otherwise required, by providing your email address and accepting the terms of this Agreement.

4.2. During the registration process on the App, you shall choose a username and a password. The password shall include at least 8 characters and shall comply with the criteria specified on the App. You undertake to ensure the confidentiality of the password associated to your Kleos Account and you are responsible of all actions carried out through it. You are liable for all unauthorized uses of Kleos Account. You accept to promptly notify us, in writing, should any unauthorized use of the password or violation of its security occur. To the maximum extent permitted by the applicable law, Kleos shall not be liable for any loss or damage due to the fact that you did not secure properly your password nor notified us its loss or theft and you shall indemnify and hold us harmless from any loss and/or damage deriving from an unauthorized use of your Kleos Account.

4.3. Kleos implements reasonable technical and organisational security measures designed to protect user accounts, authentication credentials, personal data, and system integrity. Such measures may include encryption, access controls, authentication procedures, monitoring systems, and other safeguards appropriate to the nature of the Services.

4.4. You undertake: (i) to verify that the technical specifications of the App are consistent with the ones of your device; (ii) to update the App when required; (iii) not to modify the App and/or use any software that might interfere with the correct functioning of the App.

4.5. By using a Kleos Account, you agree and represent that you will use the Services only for yourself, and not on behalf of any third party, unless you have obtained prior approval from Kleos. You are fully responsible for all activity that occurs under your Kleos Account.

4.6. You may connect to the Kleos App the Wallet or E-Wallet that is provided by the regulated Third-Party Service Providers. Upon connection you will be redirected to the Wallet or E-Wallet you want to connect, and you will be able to (i) view and display the balances of the connected Wallet/E-Wallet within the Kleos App, and (ii) initiate a transaction or card top-ups directly through the Kleos App.

5. CONNECTING A THIRD-PARTY WALLET

5.1. The Wallet you create with a Third-Party Service Provider allows you to (a) store digital assets, and (b) perform any additional services that we may add from time to time.

5.2. You acknowledge and accept that the Wallet is not designed to function as a general-purpose crypto wallet, but rather as a support tool strictly linked to the execution and facilitation of the Third-Party Services provided via the Kleos App. Its functionality is limited to operations that are directly connected with such Services, and it should not be used as a substitute for independent, full-featured digital asset wallets.

5.3. You acknowledge that crypto asset accounts, exchange and transfer services, and virtual IBAN (vIBAN) services are provided through infrastructure operated by Lightspark Payments Europe AS;

5.4. You should know Kleos does not provide banking services or payment accounts;

5.5. Kleos does not control execution of transactions processed via Lightspark infrastructure.

5.6. Pricing and fees applicable to the Services are made available on the Kleos website and/or within the Kleos App. By using the Services, you acknowledge that you have reviewed the applicable pricing. Kleos may update its pricing from time to time in accordance with this Agreement. Any changes to applicable fees shall be communicated through the Kleos App, the Kleos website, or other communication channels made available by Kleos.

5.7. Where fees are collected from customers through LSP EU, Kleos shall instruct LSP EU to debit such fees in accordance with the pricing applicable to the relevant customer, as communicated and agreed with the customer in accordance with these Terms and Conditions.

5.8. Kleos shall be responsible for reimbursing any fees charged to a customer where such fees have not been consented to by the customer or are otherwise not in accordance with the applicable pricing.

5.9. You should not use your Wallet to store, send, request, or receive any assets other than the one in connection with the Third-Party Services offered. We do not assume any responsibility for any attempts to use or transfer crypto assets to your Wallet that are not related to the Services.

5.10. You acknowledge and agree that by confirming any transaction facilitated by the App, you have checked and confirmed that the recipient address supports the type of digital asset being sent, is a valid address, and is the correct, confirmed recipient address. We are not liable for any losses of your crypto-assets and are under no obligation to assist you in retrieving them.

5.11. You cannot cancel, reverse, or change a transaction once you have agreed and signed for its execution. Due to the nature of digital currency protocols, transactions cannot be cancelled or altered once they are initiated.

5.12. We accept no responsibility for, or liability to you, in connection with your use of a Wallet – that is created with a Third Party – and make no representations or warranties regarding custodial responsibilities or fiduciary duties with respect to users’ assets, and users retain sole responsibility for managing and securing their own assets held within these wallets. In addition, the terms on Non-Custodial and No Fiduciary Duties, as set forth in Section 10, shall apply to the connected Wallet and and E-Wallet.

6. IDENTITY VERIFICATION AND KYC

6.1. Identity Verification and KYC requirements applicable to third-party services are determined and administered by the relevant third-party service providers in accordance with their terms and conditions and applicable law.

7. CARD ISSUANCE AND TOP-UP

7.1. You acknowledge and accept that any payment cards accessible through the Kleos App are issued and managed by a regulated Third-Party Service Provider, and that your contractual relationship in respect of such cards is solely with that Third-Party Service Provider. Kleos does not issue, control, or operate the cards and assumes no liability in connection with the underlying card services. Kleos solely provides the digital interface that enables you to access, view, and manage card-related functionalities through the App for your convenience.

7.2. Upon validation of your KYC, which shall be made following the procedures indicated by the relevant Third-Party Service Provider, you may order a VISA debit card (the “Card”) issued by an authorized EMI and Visa Principal Member Third-Party Service Provider.

7.3. You will be able to top up the Card by (i) selling the crypto balance in your Wallet on your mobile device (the “Off-Ramping”) or (ii) using fiat in your E-Wallet to fund transactions for the purchase of goods and services or to withdraw cash in fiat currency from ATMs that accept cards displaying the Visa symbol.

7.4. The issuing and use of the Card is governed by separate terms and conditions of business you enter with the relevant card issuer, Third-Party Service Provider (“Card Terms”), namely Wallester AS (“Wallester”), an Electronic Money Institution regulated under the laws of Estonia and duly passported in the countries in which the App is accessible. You are required to accept the Card Terms displayed on Wallster website – including when shown through the App – in order to request and use a Card.

7.5. Notwithstanding the successful completion of the KYC process, the issuance of a Card remains subject to the sole and absolute discretion of the card issuer, which reserves the right to refuse the issuance of a card to any user at any time, in conformity with the applicable Card Terms.

7.6. In addition to the cases set forth in the Card Terms, we may flag your account to the Card Third-Party Provider in order to evaluate a suspension, restriction, or termination of your Card and/or any or all of the related services with immediate effect where:

7.7. For all aspects related to the card issuance, its use and its termination, please refer to the Card Terms, which you have duly accepted as part of the separate card application process, outside of your contractual relationship with Kleos.

7.8. To the extent that Kleos processes personal data on behalf of and upon the documented instructions of Lightspark Payments Europe AS and/or the card issuer, Kleos acts as a data processor. In all other circumstances where Kleos determines the purposes and means of processing personal data in connection with the Services, Kleos acts as an independent data controller. Nothing in this Agreement shall be construed as creating a joint controllership relationship unless expressly stated otherwise.

8. OTHER SERVICES

8.1. We may from time to time offer additional services, and such additional services shall be reflected in an amended version of this Agreement which will be subject to your acceptance.

9. THIRD PARTY SERVICES, AND OTHER THIRD PARTIES

9.1. Some Third-Party Service Providers will provide us with access to certain information that you have provided to them, including through such Third-Party Services, and we will process such information in accordance with our Privacy Policy. For more information about the privacy implications of activating Third-Party Services and our processing of personal data related to you and your use of such Third-Party Services within our Services,

please see our Privacy Policy. In some instances, Third Party Service Providers act as independent data controller and collect data directly from you. In this case, such Third-Party Service Providers will provide you with the relevant privacy policy and Kleos has no control over and is not responsible for such Third-Party Providers processing of your personal data, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of such Third Party providing Third-Party Services prior to using such services.

9.2. Third-Party Services include services provided by independent regulated providers, including:

• crypto asset infrastructure, exchange and transfer services, and virtual IBAN (vIBAN) services provided by Lightspark Payments Europe AS;
• card issuing and payment processing services provided by Wallester AS.
• Users acknowledge that Lightspark acts as an independent regulated service provider and Kleos acts solely as a software interface.

9.3. Aside from the Third-Party Service Providers listed in this Agreement, Kleos does not endorse or recommend any different Third-Party Service nor Third-Party Service Provider to perform any additional services (“Other Third-Party”). Kleos strongly discourages the use of such Other Third-Party services, as they operate entirely outside of Kleos’s network and due diligence processes.

9.4. If you grant express permission to an Other Third-Party to access or connect to your Kleos Account, you acknowledge that granting permission to Other Third-Party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any Other Third Party with access to your Kleos Account and any action of such Other Third-Party shall be considered to be an action authorised by you.

9.5. We may refuse access to Other Third-Parties for objectively justified and duly evidenced reasons relating to unauthorized or fraudulent access to Kleos App, money laundering, terrorist financing, fraud, or any other financial crime, and as required by applicable law. In such cases, unless we are prohibited by applicable law, we will inform you that another Third Party’s access has been denied and the reasons why. We will permit access again once we are satisfied that the reasons for refusing access no longer exist.

9.6. You, and not Kleos, will be responsible for any and all costs and charges associated with your use of any Third-Party Service, or any eventual Other Third-Party service.

9.7. Any engagement you have with Other Third-Parties while using our Services are between you and such Other Third Party and it is undertaken solely at your own risk. Kleos shall not be responsible or liable, directly or indirectly, for any damage, loss, or consequence, caused or alleged to be caused, by or in connection with use of or reliance on any Other Third-Party Services.

9.8. Kleos does not make any representations, warranties, or guarantees on behalf of Lightspark Payments Europe AS or any card issuer, including but not limited to the availability, performance, legality, or regulatory compliance of their respective services. All

obligations, liabilities, and warranties in relation to such services are solely governed by the applicable terms and conditions of the relevant Third-Party Service Provider.

9.9. In relation to services provided by Lightspark Payments Europe AS, any card issuer, or any other Third-Party Service Provider, the applicable terms and conditions of such Third-Party Service Provider shall govern the provision and use of their respective services. Nothing in this Agreement is intended to supersede, override, or take precedence over the terms and conditions of any Third-Party Service Provider.

9.10. Further, you acknowledge and agree that you will not hold Kleos responsible for, and will indemnify Kleos from, any liability arising out of or related to any act or omission of any Other Third-Party with access to your Kleos Account.

10. NON-CUSTODIAL AND NO FIDUCIARY DUTIES

10.1. Kleos is only providing the software platform (i.e. the App) to make available Third-Party Services. We do not ever have custody, possession, or control over any of the connected Wallet and the assets therein at any time. We are not able to move your crypto asset stored in your wallet. It further means you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold, and you should never share your wallet credentials or seed phrase with anyone. If the Third-Party Service Provider offers you a custodian Wallet, the contractual relationship is with the Third-Party Service Provider and not with Kleos, since Kleos only provides the software platform (i.e. the App) to make available the Third-Party Services. We accept no responsibility for, or liability to you, in connection with your use of a wallet and make no representations or warranties regarding how any of the Services available via the App will operate with any specific wallet.

10.2. Likewise, you are solely responsible for the E-Wallet created with a Third-Party Service Provider that you may connect to the App, and we are not liable for any acts or omissions by you in connection with or as a result of your wallet being compromised.

10.3. Kleos does not guarantee the security or functionality of any Third-Party software or technology intended to be compatible with any Wallet and is not responsible for any losses due to the failure, improper functioning, or incompatibility of any Third-Party software or technology.

10.4. This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that in addition to any other obligation provided for by the applicable law, the only duties and obligations that we owe you are those set out expressly in this Agreement.

11. RELATIONSHIP OF THE PARTIES

11.1. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you or Kleos or authorise you to act as an agent of Kleos.

12. PROHIBITED ACTIVITY

12.1. You agree not act against any applicable law and regulation, and to not engage in, or attempt to engage in, any of the categories of prohibited activity in relation to your access and use of your Kleos Account, as set forth in Annex 2.

12.2. If we find that you have breached the Agreement or any applicable law and regulation, we reserve all our rights and remedies under the Agreement and the law and will take all necessary actions against you.

12.3. The Services are not designed or intended to facilitate anonymous, untraceable, or unlawful transactions, and may only be used in compliance with applicable laws and regulatory requirements.

13. LIMITED LICENSE

13.1. All content included in or made available through the Kleos Services, Kleos App and the related content materials and information such as text, graphics, logos, button icons, images, digital downloads, data compilations, and software (“Content”) and all intellectual properties related to it is the property of Kleos, licensors, or its content providers.

13.2. We give personal license to you, which is limited, non-exclusive, non-transferable, not permitting any sub-licensing, free and revocable, to install and use the App exclusively for the purposes of performing this Agreement. To the extent permitted by law, you commit and warrant not to reproduce, duplicate, copy, sell, transfer, use for commercial purposes, modify, de-code, disassemble, all or in part, the App or create systems deriving from the latter, or attempt to access their source codes in any way.

13.3. By installing the App, you acknowledge and accept that the App will be installed on your device and that we may access, store and process your personal data and any other content relating to the use of the App, if required by law or if such activities are necessary for the performance of this Agreement. You acknowledge and accept that our IT systems may be physically placed in countries outside of the European Economic Area, in accordance with the applicable privacy law provisions.

13.4. You acknowledge and accept that the App may automatically report data relating to diagnostics and automatically download software updates to update, improve and further develop the App and the system, including the availability and correction a of bugs, patches, advanced functions, plug-ins and new versions. The App is provided “as it is”, and it may not be available or may not function properly. We do not warrant or guarantee in any way the quality, the functioning, the availability or the performance of the App, or of any other content or service or Services accessible through the App.

14. CONTACT INFORMATION AND COMMUNICATIONS

14.1. Any communication and/or notice we might send to you or any notice or communication that you want to send to us (the “Communications”) shall be made:

14.1.1. If addressed to You: using the contact details indicated by you at the moment of your registration to the App and / or use of the Services.

14.1.2. If addressed to us: kleos@kleos-capital.com

14.2. We reserve the right to provide these Communications to you by posting them on the App, or via push notifications and you agree that such Communications will constitute sufficient notice of the subject matter therein.

14.3. You are responsible for keeping your contact details (including your email address) and your data up to date in your Kleos Account profile, also to receive any notices or alerts that we may send to you (including notices or alerts of actual or suspected security breaches). You understand and agree that if Kleos sends you a Communication, but you do not receive it because your primary email address or contact details you have provided is incorrect, out-of-date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Kleos will be deemed to have provided the Communication to you.

14.4. You may update your information by logging into your Kleos Account and visiting settings or by contacting us via the contact details indicated above.

14.5. For the purpose of this Section, Communications shall include, but shall not be limited to: (a) terms of use and policies you agree to, including updates to these agreements or policies; (b) account details and any other account or transaction information; (c) legal, regulatory, and tax disclosures or statements we may be required to make available to you; and (d) responses to claims or customer support inquiries filed in connection with your Kleos Account.

14.6. Kleos provides customer support to assist users with questions relating to the use of the Kleos App and Services, including technical support, account-related inquiries, transaction issues, complaints, and general service requests.

14.7. Customers may contact Kleos customer support at: support@kleos-capital.com.

14.8. Kleos will use reasonable efforts to acknowledge receipt of customer support requests within a reasonable timeframe and to provide an initial response within 48 hours of receipt of the request. Complex requests, complaints, or claims may require additional time for investigation, and Kleos will keep the customer reasonably informed of progress until resolution.

14.9. Nothing in this Section limits any statutory or regulatory rights available to consumers under applicable law.

15. MODIFICATIONS OF THIS AGREEMENT OR OUR SERVICES

15.1. We reserve the right to update and amend this Agreement at any time, including modifying any Services. In such case, we will inform you of the occurred modifications directly on the App or through a notice addressed to you to be done at the email address provided during the registration.

15.2. By accepting the amendments to the Agreement as notified on the App, or by continuing to use the App after having received the email notifying the amendments you declare to accept such amendments. In any case, the amendments shall only be effective in relation to the Services requested after their notification date.

15.3. You shall have the right to terminate this Agreement, in accordance with Section 18 below, should you not accept the amendments to the Agreement. If you decline the new amendments, you must either disconnect the Wallet and/or E-Wallet or withdraw the funds held therein within 90 days, after which your account will be closed.

16. TRANSFER AND ASSIGNMENT

16.1. This Agreement is personal to you, and you cannot transfer or assign your rights, licenses, interests and/or obligations to anyone else, without our express consent.

16.2. In the event of your death or incapacity, the representative(s) or legal beneficiary/beneficiaries of your estate may give us written notice. If we have reason to believe you have died, we may suspend your Kleos Account, until either a representative of your estate or authorized beneficiary completes a successful inheritance application to receive the assets in your Kleos Account; or you provide satisfactory proof that you are not deceased. Our ability to provide your representative(s) with the assets in your Kleos Account is subject to the restrictions imposed by applicable law and this Agreement. We do not commit to any timeline for the transfer of assets held to the credit of your Kleos Account.

16.3. We reserve the right to assign our rights without restriction (except to the extent of any notice requirement under applicable law), including without limitation to any Kleos affiliates, controller or subsidiaries, or to any successor in interest of any business associated with the Kleos Services. In the event that Kleos is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. You reserve the right to terminate the agreement with immediate effect in the event we transfer and/or assign the Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

16.4. You acknowledge and accept that we may subcontract the performance of the Services, in whole or in part, to third parties.

17. DURATION, SUSPENSION AND SEVERABILITY CLAUSE

17.1. This Agreement is effective indefinitely, without limitation as to duration, being understood that any Party may terminate it at any time, providing the other Party with written notice. For the avoidance of doubt, it is nonetheless understood that, in the case you terminate the Agreement, such termination shall have no effect in relation to the Services already requested or performed prior to the effective date of the termination and shall continue to be regulated by the Agreement until the complete performance of the Parties’ obligations in relation to such Services. Your closing of your account on the App shall be interpreted as an exercise of your right of termination. The closing by us of your account shall be interpreted as an exercise of our right of termination.

17.2. You acknowledge and accept that we do not warrant in any way that the access to the App and/or the Services shall be available. Accordingly, we and our Third Party Service Providers, should the case be, reserve the right to suspend or interrupt permanently, at any time, our business and the access to the App and/or to the Services, also by suspending or deleting your account, without prejudice to the rights acquired by you in relation to the Services requested or performed prior to the suspension or the end our business.

18. TERMINATION

18.1. We reserve the right to terminate the provision of our Services by giving written notice to you if you breach any of the terms of this Agreement and fail to remedy such breach within 15 (fifteen) days from the date of receipt of written notice from Kleos requesting remedy of such breach.

18.2. We may terminate this Agreement with immediate effect, by way of written notice if you breach one of the following provisions: Section 4.4; Section 7.7; Section 12; Section 13.2, Annex 2. It is understood that such termination shall be without prejudice to any potential claim for damages we may be entitled to.

18.3. Upon termination of this Agreement for any reason, you shall immediately cease all use of the App and the Services. Your access to the Kleos App may be denied, and you must delete all related materials in your possession. Any outstanding obligations incurred prior to termination shall remain in effect.

18.4. In case of Termination, the same conditions as per Section 15.3 shall apply.

19. INVALIDITY

19.1. If any provision of this Agreement is determined to be invalid or unenforceable under any applicable law, this will not affect the validity of any other provision. If any provision is found unenforceable, the unenforceable provision will be severed, and the remaining provisions will be enforced.

20. WARRANTIES AND LIABILITY

20.1. To the maximum extent not prohibited by law, Kleso shall not be liable for damages of any type, whether direct or indirect, arising out of or in any way related to your use or inability to use the services, including but not limited to damages allegedly arising from the compromise or loss of your login credentials or funds, or loss of or inability to restore access, or for mistakes, omissions, interruptions, delays, defects and/or errors in the transmission of transactions or messages to any network, or the failure of any message to send or be received by the intended recipient in the intended form, or for diminution of value of any digital asset. Kleos shall not be liable under any circumstances for any lost profits or any special, incidental, indirect, intangible, or consequential damages, whether based in contract, tort, negligence, strict liability, or otherwise.

20.2. You acknowledge and accept that we are not the subjects providing you with the Third Party Services, therefore, in relation to these services we shall not be liable to you for mis-provision or failure to provide the Third-Party Services, as well as for any other damage, cost, burden or expense sustained by you and caused by the provision of the Third Party Services and/or in any way related to them, being the Third Party Service Providers your contractual party.

20.3. Kleos shall not be liable for any failure, delay, error or interruption in services provided by third-party infrastructure providers, including:

• crypto asset services and vIBAN infrastructure operated by Lightspark Payments Europe AS;
• card issuing and payment processing services provided by Wallester AS.

20.4. Furthermore, we are not liable in any way for failure to perform or partial performance of our obligations by virtue of force majeure such as, including but not limited to: acts of the State and the Public Administration, acts by Public Authorities, limitations due to legal provisions, fires, floods, explosions, popular mobilizations, riots, strikes, industrial sabotage, lack of primary resources, lack of electricity, interruptions of telephone lines, lack of oil fuels and others (together, “Force Majeure”).

20.5. With the exception of gross negligence, willful misconduct, death or physical damage, as well as damages deriving from our breach of public order regulations, where you acts as a consumer, the provisions of which shall prevail in any case over what is prescribed by this clause 20.4: (i) in no case we shall be liable to you for loss of profit, potential damages or loss of opportunity, or other similar forms of damages deriving from our breach of this Agreement; and (ii) the total maximum liability which we may accrue, in whatever way, under this Agreement, shall not, in any case, exceed the amount of fees you paid to Kleos in the 12 (twelve) months preceding the day in which the event that caused the damages occurred.

20.6. You acknowledge and agree that your use of the App and of each of the Services is at your own risk. We do not represent or warrant that:

20.7. You acknowledge the inherent risks related to digital assets, given the nature of digital assets and their underlying technologies, including, but not limited to:

21. NO INVESTMENT ADVICE – TAXES AND TAX RETURN

21.1. The Services and information provided through the Kleos App do not constitute, and should not be construed as, investment advice, financial planning, or any other form of professional advisory service. Kleos does not offer recommendations or guidance regarding the purchase, sale, or holding of any cryptocurrencies, other digital assets, or other asset in general. Users are solely responsible for conducting their own research and seeking independent professional advice before making any decisions.

21.2. Kleos is not an intermediary, agent, or advisor and has no fiduciary relationship or obligation towards you in relation to any transaction or other decision or activity undertaken by users using Kleos Services, especially the Services provided by Third-Party Service Providers. You accept and acknowledge that Kleos is only providing the software platform (i.e. the App) to make available such Third-Party Services. We do not control whether the use of the Services aligns with your goals. It is your responsibility to assess whether their financial resources are adequate for your activity and for your risk tolerance in the Services you use.

21.3. The material contained on the App is not intended as an offer, invitation or solicitation for the purchase or sale of any investment. The crypto assets or any other Service available through this platform are not intended to be offered, sold or otherwise made available to, and will not be offered, sold or otherwise made available to, any retail investor in the United Kingdom.

21.4. Kleos does not file tax declarations on your behalf. It is your responsibility to determine any applicable taxes, report and remit the correct tax information to the appropriate tax authority and to take all necessary steps to pay taxes in accordance with applicable laws. You agree that Kleos is not responsible for determining whether taxes apply to your transactions, nor for collecting, reporting, withholding, or remitting any taxes arising from any trades or transactions.

21.5. You acknowledge that, when, where, and as required by applicable law, Kleos will report information related to any of your information available to us to the relevant regulatory and tax authorities or other public authorities.

22. INDEMNIFICATION

22.1. You agree to hold harmless, release, defend, and indemnify Kleos, our affiliates and our affiliates’ respective officers, directors, employees, contractors, agents, service providers, licensors, and representatives (collectively, the “Kleos Parties”) from and against all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from or relating to: (a) your access and use of any of the Services;

(ii) any of your own customers or users.

22.2. We will provide notice to you of any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification, and you agree to cooperate with any reasonable requests assisting our defense of such matter. You may not settle or compromise any claim against any Kleos Party without our written consent.

23. ENTIRE AGREEMENT AND APPLICABLE LEGAL TERMS

23.1. This Agreement, together with the Privacy Policy, constitutes the entire set of legal terms governing your use of the Kleos Services and your relationship with Kleos. Except for the Privacy Policy, no additional terms, policies, or agreements shall apply to your relationship with Kleos unless expressly incorporated into this Agreement.

23.2. Where Third-Party Service Providers are involved in the provision of certain services (including Lightspark Payments Europe AS and any card issuer), such services are made available as part of the Kleos Services under this Agreement. For the avoidance of doubt, the terms and conditions of the relevant Third-Party Service Providers shall govern the respective third-party services provided by such providers, including any applicable rights, obligations, eligibility requirements, and service-specific terms. Any reference to third-party terms relates to the applicable third-party services and does not exclude or replace the application of this Agreement between you and Kleos.

24. GOVERNING LAW – COMPETENT COURTS – DISPUTE RESOLUTION

24.1. You agree that this Agreement and the relationship between us shall be governed by the laws of Ireland and the non-exclusive jurisdiction of Ireland courts, subject to any mandatory local law, and any rights available to you as a Consumer under applicable law.

24.2. Notwithstanding the above, if you are a Consumer resident in the European Union, nothing in this Agreement shall limit your rights under applicable mandatory consumer protection laws, including your right to bring proceedings in your country of residence.

24.3. We will use our best efforts to resolve any potential disputes through informal, good faith negotiations but in case this is not possible, where you act as a “consumer”, the competent forum shall be that of the place where you are resident or have elected domicile.

24.4. If you are resident of a country in the European Union, you also have the right to submit your complaint in any official language of the European Union to the European Commission's ODR (Online Dispute Resolution) platform at the following link: https://ec.europa.eu/consumers/odr/. The complaint will then be forwarded to your local dispute resolution body.

ANNEX 1 – VERIFICATION PROCEDURES

Verification Procedures applicable to third-party services are determined and carried out by the relevant third-party service providers in accordance with their terms and conditions and applicable law.

ANNEX 2 – KLEOS PROHIBITED & CONDITIONAL USE POLICY

Effective Date: 27 July 2026

Any prohibited or conditional use restrictions applicable to third-party services are determined and enforced by the relevant third-party service providers in accordance with their terms and conditions and applicable law.