Terms of Service & Click-Through Agreement

1. Legal Entity & Scope of Service

This Terms of Service 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 utilizing the software ("Client," "User," or "you").

The Company operates a technical infrastructure, routing software, and gateway (the "Platform") designed to facilitate payment processing, invoice generation, and real-time settlement directly onto decentralized blockchain networks. The Company is strictly a software solution provider. The Platform does not function as a bank, financial institution, money transmitter, custodian, escrow agent, or virtual asset broker.

2. Non-Custodial Architecture & Absolute Client Control

2.1 Exclusive Self-Custody: The Platform is architected on a non-custodial basis. At no point during the initialization, execution, or settlement of a transaction does the Company take possession, custody, escrow, or legal title to any fiat currency, cryptocurrency, token, or virtual asset transferred by or to you. All settlements occur directly on public blockchain networks into private digital wallets controlled exclusively by you or your end-customers.

2.2 Private Key Management: You retain sole, 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 your private keys.

2.3 Irreversibility of Transactions: You acknowledge that blockchain transactions are inherently permanent and irreversible. The Company cannot halt, reverse, cancel, or modify any transaction once broadcasted to a underlying blockchain network. You accept full liability for transactions directed to incorrect, incompatible, or fraudulent destination addresses.

3. On-Ramping, Off-Ramping & Third-Party Partners

3.1 Third-Party Liquidity Providers: Fiat-to-crypto ("on-ramp") and crypto-to-fiat ("off-ramp") conversions are executed exclusively by independent, licensed third-party banking partners, liquidity providers, and payment processors ("Ramp Partners"). The Company does not execute fiat currency conversions, hold fiat deposits, or issue bank payouts. Following an end-customer's purchase of Stablecoin through a Ramp Partner, the Platform facilitates the routing of the purchased Stablecoin to the applicable merchant Client's non-custodial wallet and deducts the Company's applicable processing fees from the transferred Stablecoin amount, as further described in the Embedded Payment Processing Addendum incorporated herein by reference. This on-chain routing and fee-deduction function does not constitute the execution of a fiat currency conversion, the holding of fiat deposits, or the issuance of a bank payout.

3.2 Independent Partner Terms: Your access to and use of fiat conversion services are subject entirely to the separate terms of service, privacy policies, and fee schedules of the applicable Ramp Partner. The Company expressly disclaims any responsibility or liability for banking delays, rejected wire transfers, account freezes, fiat payout failures, or credit card chargebacks initiated by or through Ramp Partners.

4. Customer Identification (KYC/AML) & Data Authorization

4.1 Voluntary Compliance Benchmarks: While incorporated in Costa Rica, the Company voluntarily implements rigorous Customer Identification Programs (CIP), Anti-Money Laundering (AML), Counter-Terrorist Financing (CTF), and Enhanced Due Diligence (EDD) standards benchmarked against U.S. Financial Crimes Enforcement Network (FinCEN) regulations and Financial Action Task Force (FATF) recommendations.

4.2 User Representations: You represent and warrant that all identification documents, beneficial ownership structures, business details, and personal data submitted during onboarding are true, accurate, current, and complete. You agree to immediately update all information in the event of any material change.

4.3 Cross-Border Data Sharing Authorization: By accepting these terms, you grant the Company express, irrevocable authorization to share your verified identity records, KYC/AML validation status, transaction histories, and digital wallet metadata with integrated Ramp Partners, banking intermediaries, and regulatory authorities as necessary to facilitate fiat settlements, prevent fraud, and enforce compliance standards.

5. Blockchain Protocol Risks & Network Disclaimers

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

• 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 or de-pegging of algorithmically or asset-backed stablecoins used in settlements.
• Malicious software, phishing, endpoint compromises, or unauthorized access to your devices.

6. Sanctions Compliance & Interface Access Termination

6.1 Global Sanctions Screening: You represent that neither you nor any beneficial owner, officer, or affiliate is listed on any global sanctions list maintained by OFAC (U.S.), the United Nations, the European Union, or the United Kingdom, nor located in any prohibited jurisdiction.

6.2 Interface Revocation: The Company reserves the right, in its sole and absolute discretion, to immediately block, restrict, or revoke your access to the Platform's graphical interface, APIs, or software without prior notice if you violate compliance standards, engage in suspicious activity, or fail ongoing AML screening. Because the underlying protocol is non-custodial, such interface blocking will not affect your ability to control funds directly via underlying blockchain contracts.

7. Local Tax & SUGEF Compliance Disclaimers

7.1 Costa Rican Legal Status: You acknowledge that the Company operates in accordance with the commercial laws of the Republic of Costa Rica and, where applicable, registers with or complies with directives issued by the Superintendencia General de Entidades Financieras (SUGEF) under Law 7786 / Law 9449 regarding non-traditional financial services.

7.2 Merchant Tax Responsibility: You bear sole responsibility for determining, calculating, reporting, withholding, and remitting any and all sales, value-added (VAT), corporate, income, or capital gains taxes arising from sales processed through the Platform to your local tax authority in your jurisdiction of tax residence.

8. Limitation of Liability & Indemnification

8.1 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.

8.2 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 CRYPTOGRAPHIC ASSETS). THE TOTAL AGGREGATE LIABILITY OF THE COMPANY ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE TOTAL PLATFORM SOFTWARE FEES PAID BY YOU TO THE COMPANY IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

8.3 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, unauthorized use of the software, or violation of applicable laws.

9. 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).