Kleos Terms of Service

Kleos is a trademark owned by Kleos Ireland SR Limited, a company incorporated in Republic of 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").

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:

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 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 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.

We operate under the regulatory licences of two service providers duly authorized in the Republic of Lithuania: (i) UAB Stanhope Financial, licensed as an Electronic Money Institution (EMI licence No. 78, authorisation code LB002039), registered in Lithuania under company code 305574870 (the "SH Financial"), authorized and supervised by the Bank of Lithuania and a principal member of Visa; and (ii) UAB SH Digital Europe, a Virtual Asset Service Provider (VASP) registered in Lithuania with company code 306074971 (the "SH Digital"). Under this regulatory framework, all electronic money services offered through the App (such as the issuance of payment cards and fiat e-wallet services) are provided by SH Financial pursuant to its EMI licence, and all virtual asset (cryptocurrency) services are provided by SH Digital pursuant to its VASP registration.

Kleos acts solely as a technical interface platform connecting you to these Third-Party Service Providers, and does not itself directly offer or hold any electronic money or virtual assets. All required customer identity verification, Know-Your-Customer (KYC), and Anti-Money Laundering (AML) procedures are carried out by SH Financial and SH Digital, as applicable, in accordance with European Union and Lithuanian laws and regulations.

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. To access or use any of the Kleos Services, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in the country in which the relevant Kleos Services are accessible, you are not under any legal or judicial prohibition, nor any incapacity, and have the full right, power, and authority to enter into and comply with the terms and conditions of this Agreement.

You further represent that you are not (a) a resident of a country different than a country in which the relevant Kleos Services are accessible; or (b) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties.

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.

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

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

2. ELIGIBILITY

1. To be eligible to use any of the Kleos Services, you must be at least 18 years old and reside in a country in which the relevant Kleos Services are accessible.

3. KLEOS APP

3.1 Functionality

The App provides a mobile-based means of access to a range of services that allow the user to:

3.2 No Direct Asset Sales

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 by regulated Third-Party Service Providers to fund the balance on your card.

3.3 Connected Wallet Terms

With regard 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.

4. REGISTRATION OF A KLEOS ACCOUNT

4.1 Account Creation

To use the Kleos Services, you will need to:

4.2 Password and Security

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 with your Kleos Account, and you are responsible for all actions carried out through it. You are liable for all unauthorized uses of your Kleos Account. You agree to promptly notify us, in writing, of any unauthorized use of the password or any violation of its security.

To the maximum extent permitted by applicable law, Kleos shall not be liable for any loss or damage due to your failure to secure your password or to notify us of its loss or theft, and you shall indemnify and hold us harmless from any loss and/or damage arising from any unauthorized use of your Kleos Account.

4.3 Technical Compliance

You undertake:

4.4 Personal Use Only

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.

4.5 Connecting Wallets and E-Wallets

You may connect to the Kleos App the Wallet or E-Wallet 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:

5. CONNECTING A THIRD-PARTY WALLET

5.1 Wallet Functionality

The Wallet you create with a Third-Party Service Provider allows you to:

5.2 Limited Wallet Purpose

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 Appropriate Use

You should not use your Wallet to store, send, request, or receive any assets other than those 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.

5.4 Transaction Verification

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;
• is the correct recipient address.

We are not liable for any loss of your crypto assets and are under no obligation to assist you in retrieving them.

5.5 Irreversible Transactions

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.

5.6 No Custodial Responsibility

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. 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 E-Wallet.

6. IDENTITY VERIFICATION AND KYC

6.1 Required Services

The services related to:

are accessible only after the successful completion of identity verification. Such identity verification (KYC) procedures are carried out by the relevant Third-Party Service Provider (SH Financial for services (i)–(iii) and SH Digital for service (iv)), in accordance with applicable European Union and Lithuanian anti-money laundering laws and regulations.

6.2 KYC Requirements

For completing the Know Your Customer ("KYC") process, you must comply with the requirements indicated from time to time, including:

6.3 Mandatory Completion

Successful completion of the abovementioned verification steps is mandatory for accessing the Services listed in Section 6.1 above.

6.4 One Account Per User

Only one fully verified account per user is permitted.

7. CARD ISSUANCE AND TOP-UP

7.1 Third-Party Card Relationship

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 Card Ordering

Upon validation of your KYC, which shall be carried out 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 Card Top-Up Options

You will be able to top up the Card by:

7.4 Card Terms and Conditions

The issuing and use of the Card is governed by separate terms and conditions of business you enter into with the relevant card issuer (Third-Party Service Provider) ("Card Terms"), namely SH Financial, an Electronic Money Institution regulated and supervised under the laws of Lithuania by the Bank of Lithuania which has duly passported its license to the countries in which the App is accessible. You are required to accept the Card Terms displayed on SH Financial website – including when shown through the App – in order to request and use a Card.

7.5 Card Issuance Discretion

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 to issue a card to any user at any time, in conformity with the Card Terms and applicable laws.

7.6 Card Suspension and Termination

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

7.7 Card Terms Applicability

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.

8. OTHER SERVICES

8.1 Additional Services

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 Regulated Service Providers

All electronic money (fiat) services and virtual asset (cryptocurrency) services accessible through the App are provided by regulated Third-Party Service Providers. In particular, electronic money services are provided by UAB Stanhope Financial (a licensed Electronic Money Institution), and virtual asset services are provided by UAB SH Digital Europe (a registered Virtual Asset Service Provider).

9.2 Privacy and Data Processing

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 controllers 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 Service 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 each Third-Party Service Provider before using such services.

9.3 Other Third-Party Services Not Endorsed

Aside from the Third-Party Service Providers listed in this Agreement, Kleos does not endorse or recommend any other Third-Party Service or Third-Party Service Provider to perform any additional services ("Other Third-Party"). Kleos strongly discourages the use of any such Other Third-Party services, as they operate entirely outside of Kleos's network and due diligence processes.

9.4 Responsibility for Other Third-Party Access

If you grant express permission to an Other Third-Party to access or connect to your Kleos Account, you acknowledge that granting permission to an 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 authorized by you.

9.5 Access Denial and Reinstatement

We may refuse access to Other Third-Parties for objectively justified and duly evidenced reasons relating to unauthorized or fraudulent access to the 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 the Other 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 Costs and Charges

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 Other Third-Party service.

9.7 No Liability for Other Third-Party Services

Any engagement you have with Other Third-Parties while using our Services is between you and such Other Third Party and 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 Indemnification for Other Third-Party Acts

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 Non-Custodial Arrangement

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 or the assets therein at any time. We are not able to move your crypto asset stored in your Wallet. This means that 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 custodial 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 E-Wallet Responsibility

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 E-Wallet being compromised.

10.3 Third-Party Software and Technology

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 No Fiduciary Duties

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 obligations provided for by the applicable law, the only duties and obligations that we owe you are those expressly set out in this Agreement.

11. RELATIONSHIP OF THE PARTIES

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

12. PROHIBITED ACTIVITY

12.1 Prohibited Conduct

You agree not to act against any applicable law or 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 as well as in relation to your access and use of Third-Party Services.

12.2 Consequences of Breach

If we find that you have breached the Agreement or any applicable law or regulation, including related to the services provided by the Third Parties, we reserve all our rights and remedies under the Agreement and the law and will take all necessary actions against you.

13. LIMITED LICENSE

13.1 Content Ownership

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

13.2 Limited License Grant

We grant you a personal license, which is limited, non-exclusive, non-transferable, non-sublicensable, 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, or disassemble, in whole or in part, the App or create systems derived from it, or attempt to access its source code in any way.

13.3 Data Access and Processing

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 applicable privacy law provisions.

13.4 App Updates and Availability

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

14. CONTACT INFORMATION AND COMMUNICATIONS

14.1 Method of Communication

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 you provided at the time of your registration to the App and/or use of the Services.

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

14.2 Posting Communications

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 Contact Information Maintenance

You are responsible for keeping your contact details (including your email address) up to date in your Kleos Account profile, so that you can 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 other contact details you have provided are 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 Updating Information

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

14.5 Types of Communications

For the purpose of this Section, Communications shall include, but shall not be limited to:

15. MODIFICATIONS OF THIS AGREEMENT OR OUR SERVICES

15.1 Right to Modify

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

15.2 Acceptance of Amendments

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 agree to such amendments. In any case, the amendments shall only be effective in relation to Services requested after their notification date.

15.3 Right to Terminate Upon Amendment

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 disconnect the Wallet and/or E-Wallet or withdraw the funds held therein within 90 days, after which your account will be closed.

15.4 Fee Changes

Kleos may introduce or amend fees applicable to the Services. Where such changes have a material impact on users, Kleos will provide advance notice and the right to terminate the Agreement free of charge before such changes take effect.

16. TRANSFER AND ASSIGNMENT

16.1 Non-Transferability

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 Death or Incapacity

In the event of your death or incapacity, the representative(s) or legal beneficiary(ies) 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 an 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 Kleos Assignment Rights

We reserve the right to assign our rights under this Agreement 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 Subcontracting

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 Duration and Termination

This Agreement is effective for an indeterminate period, without limitation as to duration, it being understood that either Party may terminate it at any time by providing the other Party with written notice. For the avoidance of doubt, in the event you terminate the Agreement, such termination shall have no effect on Services already requested or performed prior to the effective date of termination and shall continue to be governed by this Agreement until the complete performance of the Parties' obligations in relation to such Services. Closing your account on the App shall be interpreted as an exercise of your right of termination. Closing of your account by us shall be interpreted as an exercise of our right of termination.

17.2 Availability and Suspension

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

18. TERMINATION

18.1 Termination for Breach

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 Immediate Termination

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 Effect of Termination

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 Post-Termination Obligations

In case of termination, the same conditions as set forth in Section 15.3 shall apply.

19. INVALIDITY

19.1 Severability

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, that provision will be deemed severed and the remaining provisions will be enforced.

20. WARRANTIES AND LIABILITY

20.1 Limitation of Liability

To the maximum extent not prohibited by law, Kleos 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, 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 be sent or 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 Third-Party Services Liability

You acknowledge and accept that we are not the entities providing you with the Third-Party Services; therefore, in relation to these services we shall not be liable to you for any 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 or in any way related to them, since the Third-Party Service Providers are your contractual counterparties.

20.3 Force Majeure

Furthermore, we are not liable in any way for failure to perform or partial performance of our obligations by virtue of force majeure events such as, including but not limited to: acts of the State or Public Administration, acts by public authorities, limitations due to legal provisions, fires, floods, explosions, public disturbances, riots, strikes, industrial sabotage, lack of primary resources, lack of electricity, interruptions of telephone lines, lack of fuel, and other similar events ("Force Majeure").

20.4 Liability Cap

With the exception of cases of gross negligence, willful misconduct, death or personal injury, as well as damages arising from our breach of public order regulations (where you act as a consumer, the provisions of applicable law shall prevail over what is prescribed by this clause 20.4):

20.5 No Warranties

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

No advice, information, or statement that we make should be treated as creating any warranty concerning the App or any of the Services. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning any of the Services.

20.6 Digital Asset Risks

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 No Investment Advice

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 any asset in general. Users are solely responsible for conducting their own research and seeking independent professional advice before making any decisions.

21.2 No Fiduciary Relationship

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 you using Kleos Services, especially Services provided by Third-Party Service Providers. You 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 your financial resources are adequate for your activity and risk tolerance in using the Services.

21.3 Investment Opportunities

Investment opportunities, if applicable, may be provided by Third-Party Service Providers (the "Investment Opportunities"). Kleos is only providing the software platform (i.e. the App) to make available such Third-Party Services. You acknowledge and agree that such Investment Opportunities, where offered by Third Parties, are governed by separate terms and conditions, including but not limited to subscription documents, offering memoranda, or terms provided by the Third-Party Service Providers where applicable. You are required to review and accept any such documents before investing. You acknowledge that all Investment Opportunities carry inherent risk, including the risk of partial or total loss of invested capital. Kleos neither provides financial advice nor guarantees of any kind with respect to the performance of such investments made with Third-Party Service Providers (if applicable), nor acts as an intermediary, agent, or party to any such investment agreements, and disclaims any responsibility or liability arising therefrom. You are solely responsible for evaluating the suitability and risk of any Investment Opportunity.

21.4 Restricted Offering

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.

21.5 Tax Responsibility

Kleos does not file tax declarations on your behalf. It is your responsibility to determine any applicable taxes, and to 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.

21.6 Tax Authority Reporting

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

22. INDEMNIFICATION

22.1 Indemnification Obligation

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:

22.2 Defense of Claims

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 that is subject to indemnification under this Section, and you agree to cooperate with any reasonable requests in assisting our defense of such matter. You may not settle or compromise any claim against any Kleos Party without our written consent.

23. GOVERNING LAW – COMPETENT COURTS – DISPUTE RESOLUTION

23.1 Governing Law and Jurisdiction

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

23.2 Consumer Protection Rights

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.

23.3 Informal Dispute Resolution

We will use our best efforts to resolve any potential disputes through informal, good faith negotiations, but if 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.

23.4 EU Consumer Redress Platform

If you are a resident of a country in the European Union, you also have the right to submit your complaint using the Consumer Redress in the European Union platform at the following link: https://consumer-redress.ec.europa.eu/index_en. The complaint can be submitted directly with the trader or using out-of-court complaint dispute resolution procedures. Despite the selected out-of-court complaint handling procedure nothing shall limit your right to bring proceedings to the court in your country of residence.

24. FEES AND CHARGES

The fees applicable to your use of the Kleos platform, including account and banking fees, card fees, foreign exchange conversion fees, crypto on/off-ramp fees, subscription plan fees, and vault platform fees, are set out in our Fee Schedule, available at kleos.money/pricing. The Fee Schedule forms part of these Terms and Conditions and is incorporated herein by reference. We reserve the right to amend our fees at any time. Where we do so, we will provide you with no less than sixty (60) days' prior written notice by email or in-app notification before any change takes effect. Continued use of the platform following the expiry of that notice period constitutes your acceptance of the revised fees. If you do not accept any change, you may close your account in accordance with the termination provisions of these Terms.

ANNEX 1 – VERIFICATION PROCEDURES

Kleos and/or Third-Party Service Providers use multi-level systems and procedures to collect and verify information about you in order to protect Kleos and the community from fraudulent users, and to keep appropriate records of Kleos' customers.

Verification procedures may be carried out directly by us, in partnership with a third-party service provider, or solely through a Third-Party Service Provider, as Kleos may deem appropriate.

Your access to one or more Services or the Kleos App, and limits imposed on your use of the Services (and any changes to such limits from time to time), may be based on the identifying information and/or proof of identity you provide to Kleos and/or the Third-Party Service Providers.

Kleos may require you to provide or verify additional information, or to wait some amount of time for the necessary verifications, before permitting you to use any Services.

ANNEX 2 – KLEOS PROHIBITED & CONDITIONAL USE POLICY

Effective Date: 20 May 2026

The policies below play an important role in keeping our ecosystem safe and apply to your Kleos Account and use of the Services (as defined in the Agreement). For further information, refer to our Agreement or if you have questions about how these requirements apply to you, please contact us at kleos@kleos-capital.com

1. Type of Prohibited Activity

You shall not use your Kleos Account nor the Services available through the App to engage in the following categories of activity:

Business and Commercial Use

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, business practices, and professional sale of services and goods is strictly prohibited.

Unlawful Activity

Activity which would violate, or assist in violation of, any law, statute, ordinance, regulation, or sanctions program where Kleos or Third-Party Service Providers conduct business, or which would involve proceeds of any unlawful activity; publishing, distributing or disseminating any unlawful material or information.

Abusive Activity

Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Kleos App that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Kleos App, other Kleos Accounts, computer systems or networks connected to Kleos, through password mining or any other means; use Kleos Account information of another party to access or use the Kleos App, except in the case of specific merchants and/or applications which are specifically authorized by a user to access such user's Kleos Account and information; or transfer your account access or rights to a third party, unless by operation of law or with the express permission of Kleos.

Abuse Other Users

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

Fraud

Activity which operates to defraud Kleos, Kleos users, Third-Party Service Providers or any other person; provide any false, inaccurate, or misleading information to Kleos.

Data Collection

Conduct any systematic or automated data collection activities (including, but not limited to, scraping, data mining, and data harvesting) on or in relation to the App without the explicit written consent of Kleos.

Unlawful Gambling

Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; or games of chance that are not sanctioned by a governmental body or regulatory authority.

Intellectual Property Infringement

Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of Kleos intellectual property, name, or logo, including use of Kleos trade or service marks, without express consent from Kleos or in a manner that otherwise harms Kleos or the Kleos brand; any action that implies an untrue endorsement by or affiliation with Kleos.

Automation

Access or otherwise interact with the App through the use of robots, spiders, or other automated means, except for search engine indexing or with the explicit written consent of Kleos.

Effective Date: 20 May 2026