1. ACCEPTANCE OF TERMS AND CAPACITY

These Terms of Service (“Terms”) govern your access to and use of the services provided by Kaito Technologies Inc. and its affiliates (“Kaito”).

By clicking “I Agree,” creating an account, or otherwise accessing or using any part of the Services, you agree to be bound by these Terms. You represent and warrant that you are at least eighteen (18) years old and have the legal capacity to enter into binding contracts.

Certain features of the Services may be provided by independent third-party service providers (“Service Partners”). Your use of such services may be subject to additional terms and conditions imposed by those Service Partners, and Kaito does not control and is not responsible for such third-party services.

Access to some or all of the Services may be conditioned upon identity and/or business verification conducted by Kaito, its Service Partners, or authorized third-party vendors. You authorize Kaito and such parties to collect, use, and share information, including from third-party sources, for purposes of verifying your identity, preventing fraud, and complying with applicable laws and regulations. Failure to complete verification to our satisfaction may result in denial, suspension, or termination of access to the Services.

You consent to the use of electronic signatures, electronic records, and electronic delivery of all notices, disclosures, and communications. You agree that your electronic acceptance (including click-through acceptance) constitutes your legal signature and has the same force and effect as a handwritten signature, and you waive any objection to the validity or enforceability of such electronic agreements.

2. DESCRIPTION OF SERVICES

Kaito provides software infrastructure and technology tools. Kaito is a technology provider only and does not act as a bank or a licensed money transmitter in the United States.

1. Kaito Konnect: A WhatsApp-based interface where users can send (push) or request (pull) funds through an automated bot.

2. Kaito Business: A B2B platform allowing companies to register clients via KYB, manage beneficiaries, and execute payments.

3. Intermediary Role: Kaito facilitates access to third-party providers for digital asset exchange and financial operations.

3. RELATIONSHIP WITH SERVICE PARTNERS

Certain features, particularly regulated financial activities, are facilitated through Service Partners.

1. Direct Contracting: By using integrated third-party features, such as the conversion of fiat currency to digital assets, you acknowledge that you are entering into a direct contractual relationship with the applicable Service Partner. Kaito acts solely as a technology provider and is not a party to such agreements.

2. Responsibility for Regulated Activities: Service Partners are exclusively responsible for all regulated activities, including but not limited to: money transmission, fiat custody, payment processing, and compliance with Anti-Money Laundering (“AML”) and Know Your Customer (“KYC”) regulations.

3. Jurisdictional Variance: The availability of services and the specific entity responsible for executing on/off-ramp operations may vary depending on the user's location and the local regulations applicable in each jurisdiction where the platform is accessed.

4. No Insurance or Guarantees: You acknowledge that Service Partners are independent entities and that funds or assets held by third parties are not covered by government insurance (such as the FDIC in the U.S.) or other similar protections. Kaito does not guarantee the financial stability of any Service Partner.

5. Limitation of Liability for Third Parties: Kaito acts solely as a technology provider and is not a party to agreements between you and Service Partners. While Kaito’s support team may assist in facilitating communication, any legal claims or disputes related to regulated services (e.g., fiat custody or payment processing) must be directed to and resolved exclusively with the applicable Service Partner.

4. SELF-CUSTODY AND DIGITAL ASSETS

Kaito provides access to non-custodial digital wallets.

1. No Access to Keys: Kaito never has technical access to your private keys.

2. User Responsibility: You are solely responsible for safeguarding your credentials. Loss of private keys results in permanent loss of assets, as Kaito cannot recover them.

3. Asset Nature: Digital assets within the platform are used solely as a vehicle for payment execution and are not held or custodied over time by Kaito.

5. FEES AND PAYMENTS

1. Direct Fees: Kaito charges fees directly to users for the use of the infrastructure.

2. Transparency: All fees and exchange rates are disclosed to the user at the time of quotation before a transaction is finalized.

3. No Maintenance Fees: There are currently no charges for account maintenance or inactivity.

6. INTELLECTUAL PROPERTY AND RESTRICTIONS

All software, code, logos, and content (including operational reports in Kaito Business) are the exclusive property of Kaito.

1. Prohibited Acts: You agree not to reverse engineer, scrape, or attempt to extract the source code of the Services.

2. Limited License: Users are granted a non-exclusive license to use the platform and share generated reports for their own business operations.

7. LIMITATION OF LIABILITY

1. Disclaimer: The Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, Kaito disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. 

2. Exclusion of Damages: Kaito shall not be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or digital assets.

3. Monetary Cap: In no event shall Kaito’s total liability for any claim arising out of these Terms exceed the total amount of fees paid by the user to Kaito during the three months preceding the event giving rise to the claim.

8. MODIFICATION AND TERMINATION

8.1 Changes to the Terms.  We may update these Terms from time to time. If we make a material change, we will provide notice by posting the updated Terms on the Services and/or by sending a message or notice through the Services (including via WhatsApp or email if available). Unless we state a different effective date, updated Terms will be effective when posted. If you continue to use the Services after updated Terms become effective, you agree to the updated Terms. If you do not agree, you must stop using the Services and, where available, close your account.

8.2 Suspension; Compliance Holds. We may suspend or restrict your access to the Services (in whole or in part) immediately and without liability if we reasonably believe that: (a) you have violated these Terms; (b) your use of the Services presents a security risk or may adversely impact the Services, any other user, Kaito, or a Service Partner; (c) we are required to do so to comply with applicable law, a regulator, a court order, a request from law enforcement, or a Service Partner’s compliance program; or (d) we suspect fraud, money laundering, terrorist financing, sanctions violations, or other unlawful activity.

Where reasonably practicable and permitted by law, we will provide notice of a suspension and information on how to request review.

8.3 Termination by You.  You may stop using the Services at any time. If account closure is available, you may request it through the Services or by contacting support at legal@kaito. Termination does not relieve you of any obligations incurred before termination.

8.4 Termination by Kaito. We may terminate these Terms or your access to the Services at any time with notice, and immediately without notice if we reasonably believe any of the conditions in Section 8.2 apply.

8.5 Effect of Termination. Upon termination, the limited license ends, you must cease using the Services, and you remain responsible for all fees incurred prior to termination. You must also delete any Confidential Information of Kaito in your possession.

8.6 Survival. Sections relating to fees owed, intellectual property, confidentiality, privacy/data use (to the extent applicable after termination), limitations of liability, dispute resolution, and any other provisions that by their nature should survive will survive termination.

9. USER CONDUCT AND PROHIBITED ACTIVITIES

You agree to use the Services only for lawful purposes and in accordance with these Terms. By using the platform, including our automated messaging interfaces (the “Bot”), you agree NOT to:

1. Illegal Use: Use the Services for money laundering, terrorist financing, fraud, or any other activity that violates applicable local, state, or international laws.

2. Abuse of Messaging Interfaces: Use the WhatsApp Bot to send spam, harassing content, or automated scripts that interfere with the Bot’s functionality or Kaito’s infrastructure.

3. Identity Misrepresentation: Impersonate any person or entity, or provide false, inaccurate, or misleading information during the onboarding, KYC, or payment process.

4. Security Interference: Attempt to bypass any security features, reverse engineer the software, or introduce viruses, trojans, or other malicious code into the platform.

5. Unauthorized Commercial Use: Use the Services for the benefit of any third party or in any manner not permitted by these Terms, except as expressly authorized for users of Kaito Business.

10. GEOGRAPHIC RESTRICTIONS AND ELIGIBILITY

Kaito provides a global technology infrastructure; however, the availability of certain Services is subject to jurisdictional limitations.

1. Authorized Jurisdictions: The Services are only intended for use in jurisdictions where Kaito or its Service Partners are authorized to operate. Kaito reserves the right to restrict or terminate access to the Services in any territory at its sole discretion and without prior notice.

2. Prohibited Regions: You may not use the Services if you are located in, or a citizen of, any jurisdiction subject to comprehensive international sanctions or "high-risk" classifications by global financial regulators.

3. User Responsibility: It is your sole responsibility to ensure that your use of the Services complies with the laws of your local jurisdiction. By accessing the platform, you represent and warrant that your use of the Services does not violate any local laws or regulations applicable to you.

4. Dynamic Access: Kaito may use "geofencing" or other technology to block access from restricted regions. You agree not to use VPNs or other methods to circumvent these geographic restrictions.

11. PAYMENT INSTRUCTIONS; TRANSACTION FINALITY; NO REVERSALS.

11.1 Payment Instructions. The Services may allow you to initiate or request payments or transfers (each, a “Payment Instruction”) through a messaging interface (including WhatsApp) or through Kaito Business. You are solely responsible for confirming the accuracy and completeness of each Payment Instruction, including the recipient identifier(s) (such as wallet address, phone number, account number, or other beneficiary details), amount, and currency/asset.

11.2 Authorized Use. You are responsible for all Payment Instructions submitted from your account or device credentials, whether or not authorized by you, except to the extent prohibited by applicable law. You must promptly notify us if you believe your account, credentials, or device has been compromised.

11.3 Quotes; Fees; Exchange Rates. If the Services provide a quote (including fees, exchange rates, and estimated delivery times), the quote may be valid only for a limited time and may change due to market conditions, network conditions, or Service Partner policies. The final amounts, fees, exchange rates, and timing may be determined by the applicable Service Partner.

11.4 Transaction Finality; Irreversibility. You acknowledge that payments, transfers, and digital asset transactions may be irreversible, and that once a Payment Instruction is executed, it may not be able to be canceled, reversed, or recovered. We are not responsible for losses resulting from incorrect Payment Instructions, including incorrect beneficiary details or destination addresses.

11.5 Delays; Failed Transactions. Execution and settlement may be delayed, rejected, reversed, or failed due to network congestion, Service Partner policies, compliance reviews, insufficient funds, technical issues, or other reasons. Where applicable, amounts may be returned net of fees or network costs imposed by third parties. Kaito does not guarantee that any Payment Instruction will be executed or completed.

11.6 No Custody by Kaito. Kaito does not take custody of your fiat funds or digital assets. Any custody, settlement, conversion, on-ramp/off-ramp, or regulated activity is performed by Service Partners under their terms.

12. PRIVACY AND DATA PROTECTION

Your privacy is governed by our Privacy Policy. By using the Services, you acknowledge the following data practices:

1. Data Categories: Kaito collects personal and business information, including Know Your Business (KYB) data, details of ultimate beneficial owners, and transaction metadata.

2. Purpose of Processing: We process this data to facilitate financial services, register users with Service Partners, and provide operational reports.

3. Cross-Border Transfers: To provide the Services, your data may be shared with Service Partners in different jurisdictions, such as the United States or Central America.

4. Third-Party Sharing: Kaito shares collected information with Service Partners as necessary to facilitate regulated transactions and compliance monitoring.

5. Data Retention: Personal and business data are retained for a period of several years as required by applicable law and for compliance purposes.

6. Security: While Kaito implements security measures, you acknowledge that no transmission over the internet or messaging platforms is 100% secure.

13. ELECTRONIC COMMUNICATIONS AND WHATSAPP CONSENT

1. Bot Interaction: The Services of Kaito connect are primarily delivered via an automated WhatsApp bot interface. By initiating a conversation with the designated number, you provide express consent to receive electronic communications.

2. E-Sign Consent: You agree that all agreements, notices, and disclosures provided electronically satisfy any legal requirement that such communications be in writing.

3. WhatsApp Risks: You acknowledge that WhatsApp is a third-party platform. Kaito is not responsible for WhatsApp’s downtime, security breaches on your device, or the interception of messages by unauthorized third parties.

4. Transaction Instructions: You are responsible for the accuracy of information provided to the bot, including beneficiary details and payment amounts.

14. COMPLIANCE: AML, SANCTIONS, AND MONITORING

1. Prohibited Uses: You may not use the Services for money laundering, fraud, sanctions evasion, or any illegal activities.

2. Monitoring and Reporting: Kaito and its Service Partners reserve the right to monitor all usage for compliance and security purposes. We may report suspicious activities to regulatory authorities without notice to you.

3. Holds and Reversals: Transactions on blockchain networks are irreversible. However, Kaito or its Service Partners may place holds on fiat funds or restrict platform access if risk or compliance concerns arise.

4. Regulatory Inquiries: You agree to cooperate fully with any regulatory inquiry or information request regarding your use of the Services.

15. DISPUTE RESOLUTION AND SUPPORT

1. Refund Policy; No Refunds: All fees charged by Kaito are non-refundable. Because transactions on blockchain networks are irreversible and Kaito does not hold or custody user funds, refunds will not be issued once a Payment Instruction has been executed. Notwithstanding the foregoing, Kaito may, in its sole discretion, issue a refund of Kaito’s direct fees (excluding amounts paid to Service Partners or network costs) solely in the following circumstances: (a) a verified technical error attributable exclusively to Kaito’s own infrastructure caused the transaction to fail or resulted in an incorrect charge; (b) the user submits a written refund request to Kaito’s support team within seven (7) calendar days of the event giving rise to the claim; and (c) the user provides documentary evidence sufficient for Kaito to verify the error. Refund requests that do not satisfy all of the foregoing conditions will be denied. This policy does not limit any rights you may have under applicable mandatory consumer-protection law.

2. Support Contacts: Users may report errors or technical issues to Kaito’s support team. While Kaito may decide to compensate users at its discretion, it is not legally obligated to do so for partner-related failures.

3. Partner Disputes: Any disputes regarding regulated activities (e.g., failed fiat transfers or custody issues) must be resolved directly with the applicable Service Partner.

16. SERVICE AVAILABILITY AND BETA FEATURES

1. As-Is Availability: The Services are provided "as is." Kaito does not guarantee uninterrupted access or specific uptime levels.

2. Maintenance: Kaito may modify or discontinue parts of the Services for maintenance or updates at any time.

3. No Service Credits: Kaito does not offer service credits or financial compensation for service interruptions or technical errors.

4. No Blockchain Guarantee: Kaito does not guarantee the availability, functionality, or security of any blockchain network or third-party infrastructure.

17. NOTICES AND CONTACT

1. Notices to You: We may provide notices via the WhatsApp interface, email, or by posting updates on our website.

2. Notices to Kaito: Any formal legal notices to Kaito must be sent to our designated legal contact or registered agent in Delaware.

18. MISCELLANEOUS PROVISIONS

These Terms constitute the entire agreement between you and Kaito regarding the Services.

1. Severability: If any provision is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

2. Force Majeure: Kaito shall not be liable for failures or delays caused by circumstances beyond its control, including blockchain network failures, regulatory changes, or acts of God.

3. Assignment: Kaito may assign its rights under these Terms; you may not assign your rights without Kaito’s prior written consent.

4. Third-Party Beneficiaries: Service Partners are intended third-party beneficiaries of sections regarding the limitation of liability and indemnification.

5. Survival: Provisions regarding intellectual property, liability, and governing law shall survive the termination of these Terms.

19. USER WARRANTIES AND REPRESENTATIONS.

1. Lawfulness of Funds: You represent and warrant that (a) all funds and digital assets you use through the Services are derived from lawful sources and do not constitute the proceeds of any criminal activity; (b) you have full legal right, title, and authority to transfer, send, or direct the use of such funds; (c) no such funds are subject to any lien, claim, encumbrance, freeze order, or other restriction that would prevent their lawful transfer; and (d) your use of the Services does not violate any applicable sanctions, anti-money laundering, or counter-terrorist-financing laws or regulations.

2. Authority and Capacity: If you are using the Services on behalf of a legal entity, you represent and warrant that you are duly authorized to bind that entity, that the entity is duly organized and in good standing under applicable law, and that no insolvency, bankruptcy, or similar proceeding has been commenced against or by such entity.

3. Accuracy of Information: All information you provide to Kaito in connection with account registration, KYC/KYB verification, and Payment Instructions is true, accurate, current, and complete. You will promptly notify Kaito of any material change to such information.

20. NO FINANCIAL, LEGAL, OR TAX ADVICE.

4. No Advice: Nothing in the Services, or in any communication from Kaito or its representatives, constitutes financial, investment, legal, tax, accounting, or regulatory advice. Kaito is a technology provider only. Any information, data, rates, or market information made available through the Services is provided solely for informational and operational purposes and does not constitute a recommendation or solicitation to buy, sell, or hold any digital asset, currency, or financial instrument. You should consult qualified independent advisors before making any financial, investment, legal, or tax decisions in connection with your use of the Services.

5. No Regulatory Status: Kaito is not a broker-dealer, investment adviser, money services business (except as otherwise required by law), bank, or insurance company. Kaito does not provide any form of regulated financial service. Use of the Services does not create any fiduciary, advisory, or similar relationship between you and Kaito.

21. INDEMNIFICATION.

6. User Indemnity: You agree to defend, indemnify, and hold harmless Kaito, its affiliates, and each of their respective officers, directors, employees, agents, Service Partners, and successors (collectively, “Kaito Parties”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use or misuse of the Services, including any Payment Instructions submitted under your credentials; (b) your violation of these Terms or of any applicable law or regulation; (c) your breach of any representation or warranty set forth in these Terms; (d) any claim by a third party that funds you transferred through the Services are derived from unlawful sources or that you lacked authority to transfer such funds; or (e) your negligence or willful misconduct. Kaito reserves the right to assume exclusive control of the defense of any matter for which you are required to indemnify Kaito, and you agree to cooperate with Kaito’s defense of such claims.

22. ARBITRATION; WAIVER OF CLASS ACTION.

22.1 Agreement to Arbitrate. Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the breach, termination, enforcement, interpretation, or validity thereof (each, a “Dispute”) shall be resolved exclusively by final and binding arbitration, rather than in court. You and Kaito each waive any right to a jury trial.

22.2 Arbitration Rules and Seat. Arbitration shall be conducted by the International Court of Arbitration (“ICC”)) under its then-current rules for commercial arbitration, as modified by this Section. The seat of the arbitration shall be New Castle County, Delaware, United States, and proceedings may be conducted in person, by video conference, or by written submissions at the discretion of the arbitrator. The language of the arbitration shall be English. The arbitral award shall be final, binding, and enforceable in any competent jurisdiction.

22.3 Informal Resolution; Opt-Out. Before initiating arbitration, you must send Kaito a written notice of the Dispute at the address set forth in Section 17, describing the nature of the claim and the relief sought. The parties will attempt to resolve the Dispute informally for thirty (30) days from receipt of notice. If the Dispute is not resolved within that period, either party may initiate arbitration. You may opt out of this arbitration agreement within thirty (30) days of first accepting these Terms by sending a written notice of opt-out to Kaito’s legal contact; if you opt out, disputes will be resolved in accordance with Section 23 below.

22.4 Class Action Waiver. To the maximum extent permitted by applicable law, all disputes shall be resolved on an individual basis. neither you nor kaito may bring any claim as a plaintiff or class member in any purported class, collective, or representative action or proceeding. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of class or representative proceeding.

22.5 Exceptions. Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm or to protect intellectual property rights pending the resolution of any arbitration proceeding.

23. GOVERNING LAW.

23.1 Governing Law and Jurisdiction. These Terms and any related disputes will be governed by the laws of the State of Delaware. Any legal action must be brought exclusively in the state or federal courts located in New Castle County, Delaware.

23.2 Time Limit on Claims. To the maximum extent permitted by applicable law, any claim arising out of or relating to these Terms or the Services must be filed within one (1) year after the claim accrued; otherwise, the claim is permanently barred.

Last Updated: March 18, 2026