Terms of Use & Click-Through Agreement

1. Legal Entity & Scope of Service

This Terms of Use Agreement ("Agreement") is entered into by and between the operator of this software platform ("Company," "we," "us," or "our"), a corporate entity duly organized and existing under the commercial laws of the Republic of Costa Rica, and the individual or legal entity using the Platform ("User" or "you"). This Agreement governs your access to and use of the Platform and should be read together with our Privacy Policy and the Provider Terms (defined in Section 3.2).

1.1 The Platform: The Company operates software, a user interface, and infrastructure for transmitting, as you direct, your order instructions to Providers (the "Platform") that allows you to initiate the purchase of digital assets, including stablecoins ("Digital Assets"), with fiat currency through independent third-party service providers, and to have those Digital Assets delivered directly to a blockchain wallet that you control (an "On-Ramp Transaction").

1.2 What the Company Does and Does Not Do: The Company provides software and technology. In providing the Platform, the Company does not itself act as a bank, financial institution, money transmitter, payment processor, exchange, custodian, escrow agent, or virtual asset broker, and does not perform the functions of those parties. To the extent an On-Ramp Transaction involves any such function, it is performed by a Provider. The Company does not sell Digital Assets to you and does not act as the counterparty to your purchase. The Company does not provide investment, tax, or legal advice, and nothing on the Platform is a recommendation to buy, sell, or hold any Digital Asset.

1.3 Eligibility: You must be at least eighteen (18) years old (or the age of majority in your jurisdiction), have full legal capacity, and not be restricted from using the Platform under Section 7. If you use the Platform on behalf of a legal entity, you represent that you have authority to bind that entity to this Agreement.

2. How the On-Ramp Service Works

2.1 Transaction Flow: An On-Ramp Transaction generally proceeds as follows: (a) you connect, or enter the address of, a non-custodial wallet that you control, and select a Digital Asset and blockchain network; (b) you complete identity verification and screening with the applicable Provider; (c) you review a quote and confirm your order; (d) you pay the fiat amount to the Provider using a payment method the Provider supports; and (e) the Provider delivers, or causes to be delivered, the purchased Digital Assets on-chain to the wallet address you specified.

2.2 Quotes & Confirmation: Before you confirm an order, the Platform will display the fiat amount, the estimated Digital Assets you will receive, the exchange rate, and the applicable fees. Quotes are estimates, are valid for a limited time, and may change due to market conditions, network conditions, or Provider requirements. By confirming, you authorize the order on the terms displayed.

2.3 Delivery to Your Wallet: Digital Assets are delivered only to the wallet address you provide. Delivery times depend on Provider processing, payment method, verification status, and blockchain network conditions, and the Company does not guarantee any delivery time. Delivery occurs when the transfer is broadcast to the blockchain network for the address you specified, after which neither the Company nor the Provider can recall, redirect, or modify it.

2.4 No Custody of Funds: At no point does the Company take possession, custody, escrow, or legal title to any fiat currency or Digital Assets belonging to you. Fiat payments are received and processed by Providers, and Digital Assets move from the Provider to your wallet. The Company transmits your order instructions to the Provider as you direct and does not route, receive, or hold funds or Digital Assets. Where the Platform displays or applies a Company Fee as described in Section 5, it does so as software, and the Company does not hold or control funds or Digital Assets on your behalf.

3. Third-Party Providers

3.1 Independent Providers: On-ramping, fiat payment processing, currency conversion, and customer due diligence (including identity verification, sanctions and AML screening, and transaction monitoring) are performed exclusively by independent, licensed or registered third parties, such as on-ramp, payment processing, banking, liquidity, and identity-verification partners (collectively, "Providers"). The Company does not execute fiat conversions, accept card or bank payments, hold fiat deposits, or issue fiat refunds or payouts.

3.2 Provider Terms: Your use of a Provider's services is subject to that Provider's own terms of service, privacy policy, and fee schedule ("Provider Terms"), which you will be asked to accept. The Provider, and not the Company, is your contracting counterparty for the purchase, payment, and verification services. If the Provider Terms and this Agreement conflict, the Provider Terms govern the Provider's services and this Agreement governs your use of the Platform.

3.3 Provider Decisions: Providers may, in their sole discretion and in accordance with their own legal obligations, approve, decline, delay, hold, cancel, or reverse an order, impose limits, or request additional information from you. The Company does not control and is not responsible for these decisions. Any refund, reversal, or chargeback is handled solely by the Provider under the Provider Terms.

3.4 Disclaimer & Changes: The Company expressly disclaims responsibility and liability for banking or payment delays, rejected or reversed payments, account freezes, failed or delayed deliveries, chargebacks, errors, outages, or insolvency of any Provider. The Company may add, remove, or replace Providers, or transmit your order instructions to a different Provider, at any time.

4. Non-Custodial Wallets & User Responsibility

4.1 Exclusive Self-Custody: Your wallet is non-custodial software or hardware that is controlled solely by you. The Company does not create, host, control, or have access to your wallet, and has no ability to move Digital Assets out of it.

4.2 Wallet Address Accuracy: You are solely responsible for providing a correct wallet address that is compatible with the Digital Asset and blockchain network you selected. Digital Assets delivered to an incorrect, incompatible, or unsupported address or network, or to a wallet you do not control, may be permanently lost, and the Company will have no liability for that loss.

4.3 Private Key Management: You retain sole and exclusive responsibility for maintaining the security, control, and confidentiality of your cryptographic private keys, seed phrases, hardware wallets, and access credentials. The Company has no technical capability to access, retrieve, reset, or recover them.

4.4 Irreversibility of Transactions: You acknowledge that blockchain transactions are permanent and irreversible. Once Digital Assets have been broadcast to a blockchain network, the Company cannot halt, reverse, cancel, or modify the transfer. You accept full responsibility for transactions directed to incorrect, incompatible, or fraudulent destination addresses.

4.5 Your Wallet and Your Funds: You may direct delivery only to a wallet that you own or control, and you may pay only with funds and payment methods that belong to you. You may not purchase Digital Assets on behalf of, or for delivery to, any other person.

5. Fees, Pricing & Payments

5.1 Fees: The total cost of an On-Ramp Transaction may include Provider fees, exchange rate spreads, blockchain network ("gas") fees, and a platform fee charged by the Company ("Company Fee"). All applicable fees will be disclosed in your quote before you confirm the order.

5.2 How Fees Are Collected: As shown in your quote, the Company Fee is either included in the fiat amount you pay or deducted by the Provider from the Digital Assets in the delivery transaction. The Company does not receive, hold, or modify the Digital Assets purchased for you, and the amount of Digital Assets delivered to your wallet is the amount determined by the Provider and shown in your quote, net of the disclosed fees. A fee deduction does not mean that the Company holds or controls your funds or Digital Assets.

5.3 Payments & Refunds: All fiat payments are made to Providers, and requests for refunds, reversals, or payment disputes must be directed to the applicable Provider under the Provider Terms. Company Fees are non-refundable except where required by applicable law or expressly stated on the Platform.

5.4 Limits: The Company and Providers may impose minimum and maximum transaction amounts, velocity limits, and supported-region, currency, payment-method, and Digital Asset restrictions at any time.

6. Identity Verification, AML & Data Authorization

6.1 Diligence Performed by Providers: Providers conduct customer identification (CIP/KYC), sanctions screening, anti-money laundering and counter-terrorist financing (AML/CTF) checks, and enhanced due diligence (EDD), where required, on you and your transactions under their own licenses and legal obligations. You must complete these requirements before an order can be processed. The Company may rely on the verification results and determinations provided by Providers.

6.2 Company Risk Controls: The Company maintains risk-management policies, informed by Financial Action Task Force (FATF) recommendations and, on a voluntary basis, U.S. Financial Crimes Enforcement Network (FinCEN) standards, as a risk control that supplements the Providers' diligence. The Company does not itself perform customer identification, verification, or due diligence on you, and these controls do not replace the Providers' obligations described in Section 6.1. As part of these risk controls, the Company may screen wallet addresses and orders, and may refuse, suspend, or report any activity where it identifies risk.

6.3 User Representations: You represent and warrant that all identification documents, business details, and personal data you submit are true, accurate, current, and complete, and that the funds you use are lawfully obtained and belong to you. You agree to promptly update all information in the event of any material change.

6.4 Data Sharing Authorization: You authorize the Company to share your identity information, verification status, order and transaction details, and wallet address with Providers, banking intermediaries, service vendors, and competent regulatory and law enforcement authorities, to the extent necessary to process On-Ramp Transactions, perform due diligence, prevent fraud, and comply with applicable law. Providers act as independent controllers of the personal data they collect from you under the Provider Terms. The Company's handling of personal data is described in its Privacy Policy.

7. Eligibility Restrictions, Prohibited Use & Sanctions

7.1 Sanctions Representation: You represent that neither you nor any beneficial owner, officer, or affiliate is listed on any sanctions list maintained by OFAC (U.S.), the United Nations, the European Union, or the United Kingdom, nor located in, or a resident of, any jurisdiction in which the Platform or the Providers' services are unavailable or prohibited.

7.2 Prohibited Uses: You agree not to use the Platform to:

• Engage in or facilitate money laundering, terrorist financing, fraud, sanctions evasion, or any other unlawful activity.
• Pay with stolen, borrowed, or unauthorized funds, cards, or accounts, or purchase Digital Assets for the benefit of another person.
• Split or structure orders to evade limits, verification thresholds, or screening, or use VPNs or other means to disguise your location or identity.
• Direct delivery to any wallet address that is sanctioned or associated with illicit activity.
• Interfere with, reverse engineer, or attempt to gain unauthorized access to the Platform or any Provider's systems.

8. Risk Disclosures

The Company shall not be liable for any damages, losses, or failures resulting from the operation, mechanics, or vulnerabilities of public blockchain protocols, Digital Assets, wallets, or Providers. You expressly assume all risks associated with:

• Price volatility of Digital Assets, including the risk of losing all or part of the value of your purchase between the time of quote and any later sale or use.
• Blockchain network congestion, high network ("gas") transaction fees, and settlement latency.
• Smart contract bugs, vulnerabilities, exploits, soft or hard forks, or chain reorganizations ("reorgs").
• Systemic failure, de-pegging, or issuer-imposed freezes or restrictions on algorithmically or asset-backed stablecoins.
• Malicious software, phishing, endpoint compromises, failures of wallet software or hardware, or unauthorized access to your devices.
• Provider outages, insolvency, or changes in Provider services, and changes in laws or regulations affecting Digital Assets.

You should purchase only amounts that you can afford to lose.

9. Access Restriction & Termination

9.1 Interface Revocation: The Company reserves the right, in its sole discretion, to block, restrict, or revoke your access to the Platform's graphical interface, APIs, or software, with or without notice, if you violate this Agreement or compliance standards, engage in suspicious activity, fail ongoing screening, or if a Provider requires it.

9.2 Effect on Your Assets: Because the Platform is non-custodial, restricting your access will not affect your control of Digital Assets already delivered to your wallet. Orders in progress at the time of restriction will be handled by the applicable Provider under the Provider Terms. You may stop using the Platform at any time.

10. Taxes & Regulatory Status

10.1 Licensing & Regulatory Status: You acknowledge that the Company operates in accordance with the commercial laws of the Republic of Costa Rica. The Company does not hold a license as a financial institution, money transmitter, payment processor, exchange, or virtual asset service provider, because it provides software and does not perform those regulated activities. The regulated services involved in an On-Ramp Transaction are provided by Providers, which hold the licenses or registrations required for the services they provide.

10.2 User Tax Responsibility: You bear sole responsibility for determining, reporting, and paying any taxes arising from your purchase, holding, transfer, or disposal of Digital Assets, including income, capital gains, value-added (VAT), or similar taxes, to the tax authority in your jurisdiction of tax residence. The Company does not provide tax advice.

11. Disclaimers, Limitation of Liability & Indemnification

11.1 Disclaimer of Warranties: THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTY REGARDING THE SERVICES, AVAILABILITY, OR PERFORMANCE OF ANY PROVIDER.

11.2 Liability Cap: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR DIGITAL ASSETS). THE TOTAL AGGREGATE LIABILITY OF THE COMPANY ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMPANY FEES PAID BY YOU TO THE COMPANY IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

11.3 Indemnification: You agree to defend, indemnify, and hold harmless the Company from any claims, damages, losses, liabilities, and expenses (including legal fees) arising out of your breach of this Agreement or any Provider Terms, your provision of an incorrect wallet address, your unauthorized or prohibited use of the Platform, or your violation of applicable law.

12. General Provisions

12.1 Changes to this Agreement: The Company may update this Agreement from time to time by posting the revised version on the Platform. Updates apply to On-Ramp Transactions initiated after the effective date of the update, and your continued use of the Platform constitutes acceptance.

12.2 Miscellaneous: This Agreement, together with the Privacy Policy, is the entire agreement between you and the Company regarding the Platform. If any provision is held unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver. The Company may assign this Agreement; you may not without our written consent. We may give you notice electronically, including through the Platform or to the contact details you provide.

13. Governing Law & Dispute Resolution

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Republic of Costa Rica, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to this contract, including its formation or breach, shall be submitted to binding arbitration in San José, Costa Rica, under the Rules of Arbitration of the International Center for Conciliation and Arbitration of the Costa Rican-American Chamber of Commerce (CICA-AMCHAM).