1. Introduction

1.1 These Terms and Conditions (“Terms”) form a binding agreement between Ares Financial Technology, Inc., a Delaware corporation (“Kira,” “we,” “us,” or “our”), and each business, organization, or other legal entity that accesses or uses the Services (“Customer,” “you,” or “your”). These Terms govern Customer’s access to and use of Kira’s software, platform, APIs, data tools, workflow automation, compliance enablement tools, and related technology services. Kira provides technology and operational enablement services only and does not act as a bank, money transmitter, custodian, broker, investment adviser, fiduciary, or other regulated financial institution unless expressly stated otherwise in a separate written agreement.

1.2 By clicking to accept these Terms, executing an Order Form or other commercial agreement that incorporates these Terms, creating an account, accessing or using any part of the Services, submitting information to Kira, integrating with the APIs, or permitting any Authorized User or End User to do any of the foregoing, Customer agrees to be bound by these Terms. Customer represents and warrants that the individual accepting these Terms or otherwise using the Services on Customer’s behalf has full power and authority to bind Customer. If such individual lacks such authority, or if Customer does not agree to these Terms, Customer must not access or use the Services.s.

1.3 Kira provides software, workflow, and compliance enablement technology that facilitates Customer’s access to cross-border payment, foreign-exchange, settlement, and related operational capabilities made available through licensed Partner Institutions. Kira does not itself provide banking services, money transmission, custody, escrow, deposit-taking, lending, investment advisory, brokerage, or legal services, and does not receive, hold, own, or control Customer funds. All regulated financial services are performed by Partner Institutions under their own licenses, terms, policies, and compliance programs. Kira does not guarantee the availability, timing, routing, settlement, execution, legality, or success of any Transaction.

1.4 These Terms govern all access to and use of the Services and supersede all prior or contemporaneous online or click-through terms relating to the same subject matter. The Services may also be subject to an Order Form, commercial agreement, Privacy Policy, Documentation, product-specific terms, Partner Institution requirements, onboarding requirements, acceptable-use policies, and other policies or notices made available by Kira from time to time. In the event of any conflict, the following order of precedence applies unless expressly stated otherwise in a signed writing: (i) a signed commercial agreement or Order Form; (ii) these Terms; (iii) product-specific terms; (iv) the Privacy Policy, Documentation, and other operational policies.

1.5 These Terms become effective on the earliest of: (i) Customer’s acceptance of these Terms; (ii) Customer’s execution of an Order Form or other agreement incorporating these Terms; (iii) Customer’s creation of an account; (iv) Customer’s first access to or use of any portion of the Services; or (v) Customer’s submission of onboarding, integration, or transactional information to Kira (the “Effective Date”). These Terms will remain in effect until terminated in accordance with Section 11.

1.6 Kira may modify these Terms, the Services, the Documentation, and related policies from time to time in its sole discretion. Unless earlier effectiveness is required for legal, regulatory, security, fraud-prevention, technical, or Partner Institution reasons, Kira will use commercially reasonable efforts to provide notice of material changes through the Services, by email, or by other reasonable means. Any changes become effective on the date stated in the notice, or if no date is stated, upon posting. Customer’s continued access to or use of the Services after the effective date constitutes acceptance of the revised Terms. If Customer does not agree to the revised Terms, Customer’s sole remedy is to stop using the Services and terminate in accordance with Section 11.

1.7 Kira may modify, suspend, discontinue, or impose conditions on any feature, integration, corridor, currency, API, Partner Institution connection, or functionality at any time, with or without notice, and without liability, particularly where required for legal, regulatory, risk, security, operational, or commercial reasons.

1.8 Customer is responsible for all acts and omissions of its Authorized Users, administrators, employees, contractors, agents, affiliates, and End Users in connection with the Services, and any act or omission by any such person that would constitute a breach of these Terms if committed by Customer will be deemed a breach by Customer

2. Definitions

2.1 “Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting interests of such entity or the power to direct the management or policies of such entity, whether through ownership, contract, or otherwise.

2.2 “Aggregated Data” means data, statistics, metrics, benchmarks, and analytics derived from the use of the Services that are combined with other data and do not identify Customer, any Authorized User, End User, or any natural person.

2.3 “AI Features” means any artificial-intelligence, machine-learning, algorithmic, predictive, classification, extraction, recommendation, screening, matching, summarization, workflow, or automation functionality made available as part of the Services

2.4 “Applicable Law” means any and all applicable federal, state, local, and foreign laws, statutes, ordinances, regulations, rules, regulatory guidance, supervisory requirements, consent orders, judgments, decrees, sanctions programs, payment-network rules, and legally binding requirements of governmental authorities, central banks, self-regulatory organizations, or regulatory agencies, in each case as applicable to Kira, any Partner Institution, the Services, or Customer’s access to or use of the Services.

2.5 “Authorized User” means any individual whom Customer, directly or indirectly, permits, authorizes, enables, or provides credentials to access or use the Services on Customer’s behalf, including any employee, officer, director, contractor, consultant, agent, representative, administrator, or other person acting for or through Customer.

2.6 “Confidential Information” means any non-public information disclosed by or on behalf of one party to the other party that is designated as confidential or that reasonably should be understood to be confidential under the circumstances, including business, technical, financial, security, product, and operational information. Confidential Information does not include information that: (i) is or becomes publicly available without breach of these Terms; (ii) was lawfully known to the receiving party without restriction before disclosure; (iii) is lawfully received from a third party without restriction; (iv) is independently developed without use of the disclosing party’s Confidential Information; or (v) constitutes Aggregated Data, De-Identified Data, usage analytics, system performance metrics, or residual knowledge retained in the unaided memory of the receiving party’s personnel..

2.7 “Customer Data” means all data, content, materials, records, files, documents, information, prompts, inputs, API calls, instructions, transaction-related information, account information, beneficiary information, end-user information, usage data, and other data or information that is submitted, uploaded, transmitted, generated, provided, accessed, or otherwise made available by or on behalf of Customer, any Authorized User, or any End User in connection with the Services. Customer Data does not include Aggregated Data, De-Identified Data, system logs, analytics, telemetry, benchmark data, model learnings, or any data derived from Customer Data that does not identify Customer or any natural person.

2.8 “De-Identified Data” means data that has been anonymized, de-identified, transformed, masked, or otherwise processed so that it does not reasonably identify Customer, any Authorized User, End User, or any natural person.

2.9 “Documentation” means the user guides, technical specifications, API documentation, implementation materials, onboarding instructions, policies, and other materials that Kira makes available for the Services, as updated by Kira from time to time.

2.10 “End User” means any employee, contractor, customer, client, vendor, counterparty, beneficiary, payor, payee, or other third party whose data, payment instructions, or transaction activity is submitted to or processed through the Services by or on behalf of Customer

2.11 “Force Majeure Event” means any event or circumstance beyond a party’s reasonable control that prevents, delays, or impairs performance, including acts of God, natural disasters, flood, fire, earthquake, war, terrorism, civil unrest, labor disputes, epidemic, pandemic, public-health emergency, cyberattack, denial-of-service event, utility failure, telecommunications failure, internet disruption, software or infrastructure outage, failure or delay of a Partner Institution, bank, correspondent bank, payment network, vendor, or service provider, and any act of government, regulator, court, or military authority.

2.12 “Order Form” means any ordering document, statement of work, subscription form, or other commercial agreement entered into by the parties that references these Terms.

2.13 “Partner Institution” means any bank, Sponsor Bank, trust company, payment processor, money transmitter, foreign-exchange provider, settlement provider, custody provider, regulated financial institution, or other third-party service provider or infrastructure participant that Kira makes available, integrates with, or utilizes in connection with the Services or any Transaction.

2.14 “Services” means Kira’s platform, software, APIs, dashboards, documentation, artificial-intelligence and machine-learning features, workflow tools, analytics, reconciliation tools, compliance enablement tools, integrations, support services, and related technology and operational functionality made available by Kira from time to time.

2.15 “Sponsor Bank” means any bank, trust company, or other regulated financial institution that sponsors, supports, settles, clears, holds accounts for, or otherwise participates in the provision of financial services or Transaction-related functionality made available through the Services.

2.16 “Transaction” means any requested, attempted, initiated, submitted, screened, routed, queued, approved, rejected, canceled, reversed, pending, processed, settled, or completed payment, transfer, conversion, funding, settlement, reconciliation, or related instruction or operation submitted through or in connection with the Services.

2.17 “Usage Data” means technical logs, telemetry, metadata, activity data, performance metrics, diagnostic information, and other information relating to Customer’s access to or use of the Services

3. Scope of Services

3.1 Kira provides technology, workflow, data-routing, compliance enablement, automation, and related operational tools that allow business customers to access payment, settlement, foreign-exchange, and related infrastructure made available through Partner Institutions. Kira does not receive, hold, own, or control funds on behalf of Customer, and does not guarantee the availability, execution, routing, timing, settlement, legality, permissibility, or success of any Transaction or Service feature.

3.2 All regulated payment, funds-transfer, settlement, custody, account, and other financial-service functions are performed exclusively by Partner Institutions or Sponsor Banks under their own licenses, policies, procedures, underwriting, and compliance programs. Customer’s access to certain Services or Transaction capabilities may be subject to separate Partner Institution terms, approvals, onboarding requirements, and ongoing compliance determinations.

3.3 Kira may provide dashboards, APIs, interfaces, automation tools, and related functionality that transmit, format, translate, route, screen, reconcile, or otherwise process data and instructions in connection with the Services. Kira acts solely as a technology and operational intermediary. Any monitoring, review, audit, or vendor-management activities Kira undertakes with respect to Partner Institutions are for Kira’s own business purposes and do not create any duty, warranty, or liability to Customer regarding the acts, omissions, compliance, or performance of any Partner Institution.

3.4 Customer hereby irrevocably authorizes Kira, during the Term and solely in connection with the Services, to receive, access, accept, format, translate, route, relay, submit, resubmit, correct, supplement, cancel, reject, hold, sequence, prioritize, reconcile, and otherwise process payment instructions, settlement instructions, account instructions, data files, supporting documents, and other operational instructions or information submitted by or on behalf of Customer or its End Users to Sponsor Banks, Partner Institutions, payment networks, vendors, and service providers.

Such authorization includes any actions Kira determines are necessary or appropriate to facilitate Transactions or related services, including screening, exception handling, returns processing, reconciliation, operational movement of funds between accounts maintained by Partner Institutions, remediation of errors, prevention of fraud, compliance with Applicable Law, and satisfaction of Partner Institution requirements.

Customer ratifies and accepts all actions taken by Kira in good faith pursuant to the foregoing authorization.

3.5 Kira may add, remove, replace, suspend, or modify any Partner Institution, Sponsor Bank, payment corridor, currency pair, settlement pathway, feature, or integration at any time, in its sole discretion, with or without notice. Customer acknowledges that Partner Institutions are independent third parties and that Kira is not responsible or liable for their acts, omissions, delays, decisions, outages, suspensions, or changes in terms, availability, or regulatory status. Any such changes may affect pricing, timing, feature availability, supported jurisdictions, settlement mechanics, or transaction limits, and shall not constitute a breach by Kira.

3.6 The Services, including any data, dashboards, alerts, workflow tools, automation, analytics, recommendations, or AI-generated output, do not constitute financial, banking, investment, legal, tax, accounting, compliance, foreign-exchange, or other professional advice, and do not create any deposit, custody, escrow, agency, advisory, or fiduciary relationship. Customer is solely responsible for evaluating and approving its counterparties, beneficiaries, source and destination of funds, legal and tax treatment, and the business, legal, and regulatory consequences of any Transaction or use of the Services.

3.7 Kira may modify, update, enhance, suspend, limit, discontinue, or impose conditions on any part of the Services, including any feature, API, integration, corridor, currency, Partner Institution connection, or workflow, at any time and with or without notice, including for security, legal, regulatory, fraud-prevention, operational, commercial, technical, or Partner Institution reasons. Kira may perform scheduled or unscheduled maintenance, deploy patches, modify interfaces, rotate credentials, or implement emergency controls without liability. Kira will use commercially reasonable efforts, where practicable, to minimize material disruption, but does not guarantee continued availability of any specific feature or functionality.

3.8 Customer is solely responsible for its own systems, devices, networks, internet connectivity, API environment, credential security, identity and access management, endpoint protection, data backup, disaster recovery, and security configurations used to access or integrate with the Services. Customer is responsible for ensuring the accuracy, completeness, formatting, and security of all data, instructions, files, credentials, and integrations submitted to the Services. Kira is not liable for any loss, delay, misdirection, unauthorized access, or other issue arising from Customer’s systems, credentials, configurations, connectivity, integrations, or security failures.

4. Eligibility and Authorized Use

4.1 The Services are available only to legal entities duly organized, validly existing, and in good standing under the laws of their jurisdiction of formation and using the Services solely for lawful business purposes. By registering for, accessing, or using the Services, Customer represents and warrants that it has full power and authority to enter into these Terms, perform its obligations hereunder, and use the Services in each jurisdiction relevant to its business, transactions, users, and counterparties. Customer further represents that neither Customer nor its use of the Services is prohibited by Applicable Law, sanctions restrictions, or Partner Institution policy.

4.2 Each Authorized User must be at least eighteen (18) years old and legally permitted to act on Customer’s behalf. Customer is solely responsible for all acts, omissions, instructions, submissions, approvals, and other activity of its Authorized Users, administrators, employees, contractors, agents, affiliates, End Users, and any other person accessing the Services directly or indirectly through Customer’s account, credentials, systems, API keys, or integrations. Kira may rely on any action taken through Customer’s account or credentials as authorized by Customer.

4.3 Customer shall not access or use the Services, directly or indirectly, in any jurisdiction subject to comprehensive sanctions or embargoes, or for or on behalf of any person or entity that is blocked, sanctioned, restricted, or otherwise listed by OFAC, the U.S. Department of State, the United Nations, the European Union, the United Kingdom, or any other sanctions authority applicable to Kira or any Partner Institution. Customer represents and warrants that neither it nor any of its beneficial owners, directors, officers, Authorized Users, End Users, counterparties, or beneficiaries is a sanctioned party or acting for a sanctioned party.

4.4 Customer shall use the Services solely for lawful commercial purposes and in full compliance with Applicable Law, including laws relating to anti-money laundering, counter-terrorist financing, sanctions, anti-bribery, anti-corruption, tax, privacy, export controls, consumer protection, and financial crimes. Customer is solely responsible for the legality, commercial purpose, economic substance, source of funds, destination of funds, counterparties, and supporting documentation for all Transactions and related activity submitted through the Services.

4.5 Kira may, at any time before or during the Term, request any information, certifications, records, or documentation that Kira or any Partner Institution deems necessary or advisable for onboarding, diligence, compliance, underwriting, security, fraud prevention, risk assessment, audit, operational support, or continued access to the Services, including formation documents, beneficial ownership information, source-of-funds information, financial statements, tax information, licenses, transaction support, customer or counterparty information, and written explanations of business purpose.

4.6 Customer shall notify Kira immediately, and in any event within five (5) business days, of any actual or proposed change in ownership, control, beneficial ownership, management, directors, officers, authorized signers, primary business activities, jurisdictions of operation, source of funds, transaction profile, regulatory status, litigation status, insolvency status, or any other change that could affect Customer’s risk profile or eligibility to use the Services. Kira may re-underwrite, re-verify, condition, restrict, suspend, or terminate Customer’s access to the Services in connection with any such change.

4.7 Customer shall not, and shall not permit any third party to: (i) share credentials except as expressly authorized by Kira; (ii) use the Services for personal, family, household, or consumer purposes; (iii) access or use the Services on behalf of any third party, payment aggregator, marketplace, or money-services business unless expressly approved in writing by Kira; (iv) interfere with, disable, or circumvent any security, access-control, monitoring, rate-limiting, screening, or compliance feature; (v) reverse engineer, decompile, disassemble, scrape, crawl, benchmark, or otherwise attempt to derive source code, underlying ideas, models, workflows, or algorithms from the Services; (vi) introduce malware, harmful code, or automated traffic not approved by Kira; (vii) use the Services in any manner that could impair, overburden, damage, or compromise Kira, the Services, or any Partner Institution; or (viii) use any Output or other Service functionality to train, validate, benchmark, or improve any competing product, model, or service.

4.8 Kira may, in its sole discretion and with or without notice, suspend, restrict, condition, or terminate access to all or any portion of the Services, any Transaction, any account, any API credential, any integration, or any feature if Kira or any Partner Institution determines, suspects, or believes that: (i) Customer or any related person has breached these Terms; (ii) Customer activity presents legal, regulatory, sanctions, fraud, credit, operational, reputational, or commercial risk; (iii) Customer has failed to provide requested information or cooperate with review; (iv) Customer information cannot be verified; (v) continued service is inconsistent with Kira’s or a Partner Institution’s risk appetite, policy, or legal obligations; or (vi) a governmental authority, regulator, payment network, or Partner Institution requests, expects, or requires such action.

4.9 Customer shall fully cooperate with any Kira or Partner Institution audit, review, investigation, diligence request, transaction inquiry, security review, sanctions screening follow-up, dispute review, chargeback review, regulatory inquiry, or compliance assessment relating to Customer, any Authorized User, any End User, any Transaction, or Customer’s use of the Services, including by providing records, supporting documents, system logs, explanations, certifications, and timely responses to requests. Customer authorizes Kira to share the results of any such review with Partner Institutions, vendors, regulators, and law-enforcement authorities as Kira deems appropriate.

4.10 Customer is solely responsible for obtaining and maintaining all notices, disclosures, authorizations, approvals, permissions, consents, and other legal bases necessary for Customer and Kira to collect, use, process, store, transfer, disclose, screen, analyze, and otherwise handle Customer Data, End User data, transaction data, and related information in connection with the Services, Partner Institutions, compliance reviews, fraud prevention, operational support, analytics, and product improvement. Customer represents and warrants that all data provided to Kira may be lawfully processed by Kira and shared with Partner Institutions, Sponsor Banks, vendors, and authorities as contemplated by these Terms.

4.11 Customer may not use the Services for consumer, household, correspondent, marketplace, money-services, payment-facilitation, stored-value, virtual-asset, or other high-risk use cases unless expressly approved in writing by Kira.

4.12 Customer is solely responsible for the completeness, accuracy, legality, and truthfulness of all transaction instructions, payment information, invoices, trade documentation, beneficiary details, and related metadata submitted through the Services.”

4.13 Customer shall comply with all Partner Institution, Sponsor Bank, payment-network, corridor, and onboarding rules, policies, and requirements communicated by Kira from time to time.

4.14 Kira reserves all rights to refuse onboarding, decline activation, condition access, impose limits, require reserves or enhanced due diligence, or deny any Transaction, feature, counterparty, corridor, or business model in its sole discretion.

5. Compliance and Verification

5.1 Kira maintains compliance, risk-management, fraud-prevention, sanctions-screening, and due-diligence programs designed to support its obligations and the obligations of Partner Institutions, Sponsor Banks, and applicable financial infrastructure providers under Applicable Law and internal policy. Customer shall fully cooperate with all onboarding, diligence, underwriting, screening, monitoring, review, verification, audit, and remediation requirements applicable to its access to or use of the Services.

5.2 Customer represents and warrants that all information, records, certifications, and other materials provided to Kira or any Partner Institution are, and will remain, complete, accurate, current, and not misleading in any respect. Kira may require, at onboarding and at any time thereafter, any information or documentation that Kira or any Partner Institution determines necessary or advisable for due diligence, underwriting, sanctions screening, fraud prevention, transaction review, security, audit, operational support, or compliance with Applicable Law or internal policy, including formation documents, beneficial-ownership certifications, organizational charts, financial statements, bank statements, source-of-funds and source-of-wealth information, tax forms, licensing materials, transaction support, invoices, counterparty information, and written explanations of business purpose.

5.3 Kira, its Affiliates, Partner Institutions, Sponsor Banks, and their respective service providers may, before and during the Term, screen, rescreen, monitor, and analyze Customer, its beneficial owners, directors, officers, Authorized Users, End Users, counterparties, beneficiaries, and Transactions against sanctions lists, watchlists, politically exposed person databases, adverse-media sources, fraud signals, internal risk models, and other screening or monitoring tools, including tools operated by third-party vendors.

5.4 If Kira, any Partner Institution, or any Sponsor Bank identifies or suspects a sanctions issue, watchlist match, adverse-media concern, fraud indicator, compliance exception, data inconsistency, unusual activity, elevated-risk pattern, or any other red flag, Kira may, in its sole discretion and without prior notice, suspend, reject, cancel, delay, return, reverse where feasible, condition, or place a hold on any Transaction or access to the Services, require enhanced due diligence, impose reserves or limits, and request additional information, documentation, or certifications until the matter is resolved to Kira’s satisfaction or the satisfaction of the applicable Partner Institution. Customer acknowledges that such actions may be required or expected under Applicable Law, internal policy, or Partner Institution requirements, and Kira shall have no liability for any resulting delay, rejection, market movement, loss, or business interruption.

5.5 Customer shall notify Kira immediately, and in any event within five (5) business days, of any actual or proposed material change in beneficial ownership, control, directors, officers, authorized signers, business model, primary business activities, jurisdictions of operation, customer base, counterparty profile, transaction profile, regulatory status, litigation status, insolvency status, source of funds, or any other fact that could affect Customer’s legal status, eligibility, or risk profile. Kira may re-verify Customer information, require renewed diligence, impose conditions, or suspend access pending completion of such review.

5.6 Kira may disclose, transmit, and otherwise make available Customer Data, transaction-related information, compliance information, and supporting materials to its Affiliates, Partner Institutions, Sponsor Banks, payment networks, vendors, service providers, auditors, insurers, regulators, tax authorities, and law-enforcement authorities as Kira deems necessary or appropriate for onboarding, service delivery, payment processing, screening, sanctions compliance, fraud prevention, settlement, reconciliation, operational support, recordkeeping, dispute handling, security, audit, insurance, legal compliance, or enforcement of these Terms. Customer consents to such disclosures and waives any requirement for additional notice to the extent permitted by Applicable Law.

5.7 Customer shall create, maintain, and preserve complete and accurate books, records, data, supporting documentation, communications, and audit trails relating to its use of the Services, its Transactions, its counterparties, and its compliance with these Terms for not less than five (5) years, or such longer period as required by Applicable Law or requested by Kira or any Partner Institution. Upon request, Customer shall promptly provide copies in the form specified by Kira. Kira may retain compliance records, logs, reports, screening results, communications, and Partner Institution materials for so long as Kira determines necessary or advisable for legal, regulatory, audit, insurance, evidentiary, operational, product, security, or business-continuity purposes.

5.8 Any failure by Customer to comply with this Section 5, any delay in responding to Kira, any inability of Kira to verify Customer information, or any red flag identified by Kira or a Partner Institution may result, in Kira’s sole discretion, in delayed onboarding, rejection or cancellation of Transactions, enhanced due diligence, reserve requirements, service limitations, suspension, termination, disclosure to Partner Institutions, and notification to regulators, tax authorities, law enforcement, or other third parties as Kira deems appropriatent.

5.9 Customer expressly authorizes Kira, its Affiliates, and their service providers to disclose, transmit, access, receive, use, and otherwise process Customer Data, Transaction data, supporting materials, and related information with and through Sponsor Banks, Partner Institutions, payment networks, vendors, and other infrastructure participants to the extent Kira deems necessary or appropriate to facilitate onboarding, payment processing, compliance screening, fraud prevention, settlement, reconciliation, operational support, exception handling, dispute resolution, recordkeeping, security, and regulatory, tax, or audit reporting related to the Services. Such authorization survives for so long as reasonably necessary to complete pending Transactions, satisfy legal or contractual obligations, preserve records, investigate issues, enforce rights, or comply with requests of Partner Institutions or governmental authorities.

5.10 Kira may use internal criteria, models, vendor tools, scoring methodologies, and Partner Institution requirements in conducting diligence, monitoring, and screening, and shall have no obligation to disclose the existence, operation, or weighting of such criteria or tools.

5.11 Customer shall reimburse Kira for reasonable out-of-pocket costs, fees, losses, penalties, and expenses incurred by Kira or imposed by any Partner Institution in connection with Customer-specific reviews, investigations, returns, sanctions escalations, subpoenas, exceptions processing, enhanced due diligence, or remediation efforts arising from Customer’s acts, omissions, data, or Transactions.

5.12 Customer represents and warrants that all funds involved in Transactions originate from lawful sources and are not derived from, connected to, or intended to facilitate unlawful activity, sanctions evasion, money laundering, terrorist financing, fraud, tax evasion, bribery, corruption, or any other violation of Applicable Law.

5.13 Kira may rely conclusively on any compliance, fraud, screening, onboarding, or risk determination made by any Partner Institution, Sponsor Bank, regulator, payment network, or service provider in connection with the Services, without independent investigation or liability.

6. Partner Institutions and Funds Flow

6.1 Certain payment, conversion, settlement, custody, account, and related regulated functions made available through the Services are performed exclusively by one or more Partner Institutions or Sponsor Banks, each acting under its own licenses, approvals, policies, procedures, and compliance programs. Kira may designate, replace, add, or remove such Partner Institutions or Sponsor Banks from time to time in its sole discretion.

6.2 When a Transaction is initiated or processed, the movement, receipt, holding, custody, conversion, and settlement of funds occur solely through the accounts, systems, and networks of the applicable Partner Institution, Sponsor Bank, correspondent institution, or payment network. Kira does not receive, hold, own, control, or acquire any beneficial interest in Customer funds at any time and does not act as a bank, custodian, escrow agent, trustee, or fiduciary with respect to any funds. All funds-flow, settlement, availability, and payment-finality risks remain subject to the terms, rules, and operational procedures of the applicable Partner Institution and related financial infrastructure.

6.3 Each Partner Institution is solely responsible for compliance with the licensing, reporting, transaction-monitoring, sanctions, custody, settlement, and other regulatory obligations applicable to the services it performs. Kira may, for its own risk-management, vendor-management, commercial, contractual, or compliance purposes, review certifications, reports, audit materials, alerts, investigations, and other information made available by Partner Institutions, and may request additional information or reviews where permitted under applicable contracts. Any such monitoring, review, audit, or information request by Kira is undertaken solely for Kira’s own business purposes and does not create any duty, representation, warranty, guaranty, or liability by Kira with respect to any Partner Institution’s compliance, acts, omissions, financial condition, licensing status, or performance.

6.4 Customer acknowledges and agrees that Partner Institutions are independent third parties and not employees, agents, fiduciaries, or joint venturers of Kira. Kira shall have no liability or responsibility for any act, omission, delay, rejection, hold, reversal, investigation, reserve, loss, outage, de-risking decision, insolvency event, compliance determination, or other conduct of any Partner Institution, Sponsor Bank, payment network, correspondent institution, or other third-party financial infrastructure provider. Any funds-flow, payment-execution, conversion, settlement, account, custody, or regulatory risk arising from the use of the Services is subject to the terms, policies, and legal obligations of the applicable third party.

6.5 Kira may add, remove, replace, suspend, or modify any Partner Institution, Sponsor Bank, correspondent arrangement, payment rail, supported jurisdiction, currency pair, settlement pathway, feature, limit, or transaction capability at any time, in its sole discretion, for legal, regulatory, operational, commercial, technical, fraud-prevention, security, strategic, or other business reasons. Such changes may affect feature availability, transaction timing, supported corridors, pricing, limits, workflows, or onboarding requirements, and shall not constitute a breach by Kira or alter Customer’s obligations under these Terms.

6.6 Customer expressly authorizes Kira, its Affiliates, and their service providers to disclose, transmit, access, receive, and otherwise process Customer Data, transaction-related information, supporting materials, and related records with and through Partner Institutions, Sponsor Banks, payment networks, vendors, regulators, and other relevant infrastructure participants as Kira deems necessary or appropriate for onboarding, payment execution, screening, fraud prevention, settlement, reconciliation, exception handling, dispute resolution, recordkeeping, security, and legal or regulatory compliance. Kira will seek to impose confidentiality, security, and data-protection obligations on its Partner Institutions and service providers as Kira deems commercially reasonable and appropriate under the circumstances.

6.7 Kira may maintain vendor-management, reporting, escalation, and contractual review processes with respect to Partner Institutions as Kira determines appropriate for its business. Kira does not undertake to supervise, manage, or ensure the regulatory compliance, record retention, operational performance, or financial condition of any Partner Institution.

6.8 Nothing in these Terms or in the operation of the Services creates any joint venture, partnership, employment, fiduciary, agency, or other similar relationship between Kira and any Partner Institution, Sponsor Bank, or other third-party provider. For the avoidance of doubt, any limited authorization granted by Customer to Kira to transmit operational instructions under Section 3.4 does not create any agency relationship between Kira and any Partner Institution.

6.9 Kira may rely conclusively on any onboarding, compliance, sanctions, fraud, settlement, account, reserve, or operational determination made by any Partner Institution, Sponsor Bank, payment network, or correspondent institution in connection with the Services, without independent investigation or liability.

6.10 Kira does not represent or warrant that any particular Partner Institution, Sponsor Bank, corridor, currency, feature, or integration will remain available for any period of time.

6.11 Customer agrees to comply with all policies, terms, onboarding requirements, transaction limits, callback procedures, and operational rules imposed by any applicable Partner Institution or Sponsor Bank as communicated by Kira from time to time.

6.12 To the fullest extent permitted by law, Customer assumes all risk arising from the acts, omissions, delays, insolvency, de-risking, outages, restrictions, or compliance decisions of Partner Institutions, Sponsor Banks, payment networks, correspondent institutions, and similar third-party infrastructure providers.

7. Fees, Processing, and Risk Disclosure

7.1 Kira may charge platform, subscription, implementation, integration, usage, support, transaction, exception-handling, compliance-review, reserve-management, recovery, pass-through, and other fees in connection with the Services, as set forth in any applicable Order Form, commercial agreement, fee schedule, or as displayed within the Services. Unless expressly stated otherwise in a signed writing, Kira may update its fees from time to time upon notice through the Services, by email, or by other reasonable means. All fees are stated and payable in the currency designated by Kira and are exclusive of taxes, duties, levies, and governmental charges.

7.2 Partner Institutions, Sponsor Banks, correspondent institutions, receiving banks, payment networks, foreign-exchange providers, and other third parties may impose transaction fees, processing fees, lifting fees, intermediary fees, foreign-exchange spreads, deductions, charges, and adjustments in connection with Transactions. Such fees and amounts may not always be known in advance and may differ from any estimate, quote, or prior practice. Kira is not responsible for, and may pass through to Customer, any such third-party fees, spreads, deductions, or adjustments. Any foreign-exchange rate, quote, estimate, or indicative price displayed through the Services is non-binding unless and until expressly confirmed in the manner specified by Kira or the applicable Partner Institution.

7.3 Any settlement, processing, funding, cut-off, or delivery timeframe communicated by Kira is an estimate only and not a guarantee. Processing and settlement times depend on numerous factors outside Kira’s control, including the payment method, destination country, local banking practices, beneficiary bank processing, sanctions or fraud screening, callback procedures, data quality, time-zone differences, holidays, force majeure events, and the policies, availability, and cut-off times of Partner Institutions, Sponsor Banks, correspondent institutions, and payment networks. Kira shall have no liability for any delay, failed delivery, or market movement arising from any such factor.

7.4 Customer is solely responsible for all fees, charges, taxes, duties, levies, withholdings, bank deductions, and governmental assessments arising from or relating to its use of the Services or any Transaction, excluding taxes based on Kira’s net income. If any amount payable to Kira is subject to withholding or deduction, Customer shall gross up the payment so that Kira receives the full amount that would have been payable absent such withholding or deduction, unless such gross-up is prohibited by Applicable Law. To the extent any fees are collected, withheld, deducted, netted, or remitted by a Partner Institution or other third party in connection with the Services, such amounts shall be deemed paid by Customer and applied to Customer’s obligations to Kira.

7.5 Customer acknowledges that the Services and technology-enabled payment and settlement systems involve inherent operational, technical, data, cyber, fraud, and third-party risks, including delays, outages, interruptions, duplicate transmissions, failed callbacks, data corruption, formatting errors, network failures, settlement failures, reversals, screening delays, model or automation errors, and errors or omissions by Partner Institutions, banks, vendors, internet providers, and payment networks. The Services are provided on an ‘as is’ and ‘as available’ basis, and Kira does not guarantee uninterrupted availability, error-free operation, or successful completion of any Transaction.

7.6 Customer bears all risk arising from incorrect, incomplete, stale, duplicative, unauthorized, fraudulent, or improperly formatted instructions, files, approvals, beneficiary details, account information, routing information, invoices, purpose-of-payment descriptions, FX elections, or other data submitted through or in connection with Customer’s systems, credentials, API keys, integrations, administrators, Authorized Users, End Users, or operational workflows. Kira may rely conclusively on any instruction, approval, file, or data submission appearing to originate from Customer, its systems, its credentials, or its authorized environment, and Kira shall have no duty to investigate or verify the authenticity, completeness, or internal authorization of the same absent express written agreement to the contrary.

7.7 If Kira becomes aware of a technical issue that may have affected a Transaction, Kira may, but is not obligated to, provide information, operational support, or coordination assistance to Customer or the applicable Partner Institution. Any such assistance is provided as a courtesy only, does not constitute an admission of fault, and does not create any obligation by Kira to reverse, recover, resubmit, replace, or reimburse any Transaction or loss.

7.8 All fees, charges, and amounts paid or payable in connection with the Services are non-cancelable and non-refundable, except to the extent expressly required by Applicable Law or expressly agreed by Kira in writing. No delay, rejection, cancellation, reversal, suspension, non-use, or termination of the Services or any Transaction entitles Customer to any refund, credit, or offset, to the extent fees have been incurred or charged by Kira or any third party.

7.9 Kira has no obligation to cancel, recall, amend, reverse, or recover any Transaction once submitted for processing, although Kira may attempt to do so in its sole discretion. Any such attempt may be unsuccessful and may be subject to additional fees, market loss, and third-party charges, all of which shall be borne by Customer.

7.10 Customer bears all foreign-exchange, rate-movement, spread, repricing, and market-risk associated with any Transaction, including any delay, rejection, resubmission, cancellation attempt, reversal, or partner-imposed hold.

7.11 Kira may require reserves, prefunding, rolling reserves, transaction limits, or other financial protections, and may net, deduct, withhold, or apply amounts otherwise payable or processed through the Services against amounts owed by Customer, to the fullest extent permitted by Applicable Law.

7.12 Past-due amounts accrue interest at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by Applicable Law, and Customer shall reimburse Kira for all costs of collection, including reasonable attorneys’ fees, enforcement costs, and third-party recovery costs.

7.13 Customer must notify Kira in writing of any alleged billing error, duplicate charge, or Transaction issue within thirty (30) days after the applicable charge, Transaction date, or statement date, after which the issue is deemed waived.

7.14 Kira does not undertake any duty of best execution, best pricing, best routing, or optimization of timing, FX, or settlement path, and may rely on the operational choices, pricing, and infrastructure made available by its Partner Institutions and service providers.

8. Data Protection and Confidentiality

8.1 Kira may collect, access, use, store, host, disclose, transmit, analyze, and otherwise process Customer Data in accordance with these Terms, the Privacy Policy, Applicable Law, and Kira’s internal operational, compliance, security, and product requirements. The Privacy Policy is incorporated by reference and may be updated by Kira from time to time. In the event of any conflict between these Terms, any applicable Order Form or signed commercial agreement, and the Privacy Policy, the following order of precedence shall apply unless expressly stated otherwise in a signed writing: (i) the signed commercial agreement or Order Form; (ii) these Terms; and (iii) the Privacy Policy.

8.2 Kira applies data-protection standards consistent with the California Consumer Privacy Act (CCPA) in the United States, the Federal Law on Protection of Personal Data in Mexico, and Law 1581 of 2012 in Colombia. Where Customer Data is transferred across borders, Kira implements appropriate safeguards consistent with recognized international data-transfer mechanisms to ensure lawful protection.

8.3 Customer acknowledges and agrees that Kira may disclose, transmit, access, receive, host, process, and otherwise make Customer Data, Transaction data, supporting materials, and related information available to its Affiliates, Partner Institutions, Sponsor Banks, payment networks, service providers, vendors, auditors, insurers, regulators, tax authorities, and law-enforcement authorities as Kira deems necessary or appropriate for onboarding, payment processing, compliance screening, fraud prevention, security, settlement, reconciliation, exception handling, dispute resolution, analytics, product support, recordkeeping, legal compliance, audit, insurance, and enforcement of these Terms.

8.4 Each party shall use commercially reasonable measures to protect the other party’s Confidential Information from unauthorized use or disclosure and shall use such Confidential Information only as necessary to exercise its rights, perform its obligations, operate the Services, enforce these Terms, satisfy legal, audit, insurance, security, financing, or compliance requirements, or as otherwise permitted under these Terms. Each party may disclose Confidential Information to its Affiliates, Partner Institutions, Sponsor Banks, subcontractors, service providers, professional advisors, insurers, financing sources, prospective acquirers, and other representatives who have a need to know and are bound by confidentiality obligations or professional duties of confidentiality, and to governmental authorities where required or where the disclosing party deems such disclosure necessary or appropriate under Applicable Law.

Confidential Information shall not include Aggregated Data, De-Identified Data, usage analytics, system performance metrics, security findings, or residual knowledge retained in the unaided memory of the receiving party’s personnel.

8.5 Customer is solely responsible for implementing and maintaining appropriate privacy, data-governance, security, access-control, credential-management, endpoint-protection, backup, and incident-response measures within its own systems, integrations, devices, and user environment, and for ensuring that its Authorized Users and End Users handle Customer Data lawfully and securely.

Kira will maintain administrative, technical, and physical safeguards that Kira determines are commercially reasonable and appropriate for the Services, which may be informed by recognized frameworks such as NIST or comparable industry practices. Kira does not warrant that the Services will be immune from all cyber incidents, unauthorized access, or security threats.

8.6 If Customer becomes aware of any actual or suspected unauthorized access, compromise, misuse, or security incident relating to Customer’s account, credentials, systems, integrations, or data, Customer shall notify Kira without undue delay and in any event within twenty-four (24) hours after discovery, and shall provide all information and cooperation reasonably requested by Kira. Kira may investigate, contain, mitigate, remediate, and communicate regarding any actual or suspected security incident in the manner Kira determines appropriate in light of the circumstances, Applicable Law, and the requirements of Partner Institutions, insurers, regulators, and law enforcement. Kira may make any notices or disclosures that Kira deems necessary or appropriate under Applicable Law or its contractual obligations.

Kira does not admit fault by investigating or responding to any incident.

8.7 Upon termination or expiration of the Services, each party may retain the other party’s Confidential Information and related materials to the extent required or deemed advisable for legal, regulatory, tax, audit, insurance, evidentiary, security, backup, disaster-recovery, business-continuity, dispute-resolution, recordkeeping, or internal business purposes, or as otherwise permitted under these Terms. Kira shall have no obligation to return or delete Customer Data or Confidential Information from backup media, disaster-recovery systems, security archives, audit logs, legal-hold repositories, or other archival systems until deletion occurs in the ordinary course of business.

Any retained information shall remain subject to the confidentiality obligations of these Terms for so long as it is retained.

8.8 Nothing in these Terms limits Kira’s right to create, collect, retain, use, disclose, commercialize, and otherwise exploit Aggregated Data, De-Identified Data, Usage Data, system logs, telemetry, benchmark data, derivative data, model learnings, and other information derived from or relating to Customer’s use of the Services, provided that such information does not reasonably identify Customer or any natural person. Kira may use such data for analytics, benchmarking, compliance reporting, fraud prevention, security, training, testing, tuning, validating, improving, developing, and operating the Services and related products, models, algorithms, and infrastructure.

8.9 Kira may engage Affiliates and third-party service providers, subprocessors, contractors, consultants, cloud providers, identity-verification vendors, data providers, screening providers, analytics providers, AI providers, infrastructure providers, security providers, and other representatives in connection with the Services. Kira may permit such parties to access and process Customer Data and related information as Kira deems necessary or appropriate to operate, secure, support, improve, and provide the Services. Kira will seek to impose confidentiality, data-protection, and security obligations on such parties as Kira determines commercially reasonable and appropriate under the circumstances.

8.10 Customer grants Kira a worldwide, non-exclusive, royalty-free right to host, copy, store, transmit, process, adapt, analyze, derive from, and otherwise use Customer Data and Transaction-related information to provide, support, secure, monitor, test, improve, develop, and operate the Services and related products and infrastructure, and to comply with Applicable Law, internal policy, and the requirements of Partner Institutions, Sponsor Banks, service providers, auditors, insurers, and regulators.

8.11 Customer represents and warrants that it has obtained and will maintain all rights, notices, disclosures, permissions, consents, authorizations, and other legal bases necessary for Kira and its representatives to collect, use, disclose, transfer, screen, analyze, store, and otherwise process Customer Data, End User data, and Transaction-related data as contemplated by these Terms.

8.12 Customer shall not provide, and shall ensure that no Authorized User or End User provides, any sensitive, biometric, health, children’s, or other specially regulated data to the Services except to the extent expressly approved by Kira in writing.

8.13 Except to the extent expressly stated in a signed data-processing addendum or other written agreement, Kira acts as an independent business providing the Services and not as Customer’s fiduciary, trustee, or agent with respect to Customer Data. This is helpful, especially where customers may try to impose processor-style obligations by implication.

8.14 Customer is solely responsible for providing all privacy notices and transparency disclosures required in connection with its collection and submission of Customer Data and End User data to the Services.

8.15 Customer acknowledges that no method of transmission, storage, or electronic security is completely secure, and Kira does not guarantee that the Services will be free from all unauthorized access, loss, corruption, or interception.

9. Prohibited Activities

9.1 Customer shall not access or use the Services, directly or indirectly, for any unlawful, unauthorized, deceptive, misleading, fraudulent, abusive, prohibited, or high-risk purpose, or for any activity that Kira, any Partner Institution, or any Sponsor Bank determines, in its sole discretion, to present legal, regulatory, sanctions, fraud, credit, operational, reputational, commercial, or policy risk. Prohibited activities include, without limitation, fraud, money laundering, terrorist financing, sanctions evasion, tax evasion, bribery, corruption, gambling, human trafficking, deceptive trade practices, sale of illegal goods or services, unlawful adult content, unauthorized financial intermediation, and any activity involving unlawful source of funds or unlawful destination of funds.

9.2 Customer shall not disguise, structure, split, conceal, omit, misstate, or misrepresent the nature, purpose, amount, source, destination, ownership, counterparty, beneficiary, or economic substance of any Transaction, account, relationship, or business activity. Kira may, in its sole discretion and without notice, reject, suspend, cancel, reverse where feasible, restrict, condition, investigate, or terminate any Transaction or access to the Services if Kira or any Partner Institution suspects or determines that any information, activity, or Transaction is inaccurate, incomplete, misleading, unusual, inconsistent with Customer’s disclosed profile, or otherwise presents legal, regulatory, sanctions, fraud, credit, operational, reputational, or policy risk.

9.3 Customer shall not use the Services, directly or indirectly, in connection with any jurisdiction, person, entity, vessel, digital wallet, beneficial owner, intermediary, or transaction that is blocked, sanctioned, embargoed, or otherwise restricted under sanctions laws or programs administered by OFAC, the U.S. Department of State, the United Nations, the European Union, the United Kingdom, or any other sanctions authority applicable to Kira, any Partner Institution, or any Sponsor Bank. This restriction includes any transaction involving a sanctioned party directly or indirectly, including through ownership, control, facilitation, transshipment, routing, nested activity, or other indirect dealing.

9.4 Customer represents, warrants, and covenants on an ongoing basis that neither Customer nor any of its Affiliates, beneficial owners, directors, officers, employees, Authorized Users, End Users, counterparties, beneficiaries, or persons acting on its behalf is a sanctioned or blocked person, owned or controlled by a sanctioned or blocked person, or located, organized, resident, or operating in a comprehensively sanctioned or embargoed jurisdiction, except to the extent expressly disclosed to and approved in writing by Kira.

Customer shall notify Kira immediately upon any change that causes or could cause this representation to become inaccurate.

9.5 Customer shall not, and shall not permit any third party to: (i) interfere with, disable, evade, or circumvent the integrity, security, monitoring, access-control, rate-limiting, screening, logging, fraud-prevention, or compliance features of the Services; (ii) gain or attempt to gain unauthorized access to any system, account, credential, network, API, dataset, model, prompt, or environment; (iii) reverse engineer, decompile, disassemble, decode, scrape, crawl, benchmark, mirror, or otherwise attempt to derive source code, models, algorithms, workflows, pricing logic, or underlying ideas from the Services; (iv) use bots, automated tools, scraping technologies, or unapproved scripts except as expressly authorized by Kira in writing; (v) introduce malware, malicious code, denial-of-service traffic, or harmful payloads; or (vi) use the Services, Output, or Documentation to develop, train, benchmark, or improve any competing service, model, product, or offering.

9.6 Kira may, at any time and in its sole discretion, restrict, deny, condition, suspend, review, or terminate access to the Services, any feature, any integration, any Transaction, any currency pair, any corridor, any geography, any counterparty, any beneficiary, or any business category or model that Kira, any Partner Institution, or any Sponsor Bank determines or suspects to present unacceptable legal, regulatory, sanctions, fraud, credit, operational, reputational, commercial, concentration, policy, or other risk. Kira shall have no obligation to disclose the criteria, methodology, risk-scoring logic, internal policy, or Partner Institution guidance underlying any such determination.

9.7 Customer shall promptly cooperate with Kira, any Partner Institution, and any Sponsor Bank in connection with any actual or suspected violation of this Section 9, any compliance review, screening inquiry, fraud investigation, dispute, chargeback, callback, security review, or regulatory request, including by providing records, certifications, transaction support, system logs, beneficiary information, counterparty information, source-of-funds documentation, and written explanations requested by Kira. Failure to cooperate fully and within the time period specified by Kira shall constitute an independent material breach of these Terms.

9.8 Customer shall not use the Services to provide payment processing, payment facilitation, money transmission, correspondent services, stored-value services, marketplace settlement, wallet services, or other regulated financial services for or on behalf of third parties unless expressly approved in writing by Kira.

9.9 Customer shall not use the Services in connection with virtual assets, digital assets, stablecoins, tokenized assets, blockchain settlement, or related activity unless expressly approved in writing by Kira.

9.10 Customer shall not use the Services in a manner materially inconsistent with the business model, use case, jurisdictions, counterparties, transaction profile, or risk profile previously disclosed to Kira.

9.11 Customer shall not take any action designed to evade, test, manipulate, or circumvent Kira’s or any Partner Institution’s transaction limits, screening rules, callback procedures, geofencing, sanctions controls, or risk-management controls.

9.12 Kira may preserve records, block access, freeze operational activity to the extent available through the Services, and disclose information to Partner Institutions, law enforcement, regulators, tax authorities, or other third parties where Kira deems such action necessary or appropriate in connection with any suspected violation of this Section.

9.13 Kira has no obligation to approve, process, support, or continue supporting any Customer, Transaction, use case, or business model, and may decline to do so without liability and without disclosing the basis for its decision, except to the extent required by Applicable Law.

10. Intellectual Property

10.1 All right, title, and interest, including all intellectual property and proprietary rights, in and to the Services are and shall remain exclusively owned by Kira and its licensors. The Services include, without limitation, all software, source code, object code, APIs, interfaces, dashboards, data structures, databases, models, AI Features, algorithms, prompts, workflows, screening logic, automation logic, system architecture, Documentation, trademarks, logos, trade secrets, methodologies, know-how, analytics, telemetry, derivative works, and all improvements, modifications, updates, enhancements, and configurations thereof. Except for the limited rights expressly granted to Customer under these Terms, no right, title, license, or interest is granted, whether by implication, estoppel, exhaustion, or otherwise

10.2 Subject to Customer’s continued compliance with these Terms and payment of all amounts due, Kira grants Customer a limited, revocable, non-exclusive, non-sublicensable, non-transferable right during the Term to access and use the Services solely for Customer’s own internal business purposes and solely in the manner authorized by Kira. Customer may not use the Services for the benefit of any third party, on a service-bureau basis, as part of a managed service, or in connection with any business model, counterparty flow, or use case not expressly approved by Kira.

10.3 Customer shall not, and shall not permit any third party to, copy, modify, translate, adapt, distribute, sell, license, lease, sublicense, assign, disclose, publish, republish, display, perform, mirror, frame, scrape, crawl, benchmark, reverse engineer, decompile, disassemble, decode, extract, or create derivative works from the Services, Documentation, Output, or any portion thereof. Customer shall not use the Services, Documentation, Output, or any access to the Services to train, validate, benchmark, tune, improve, or develop any competing service, model, algorithm, workflow, or product.

10.4 If Customer or any of its representatives provides Kira with any feedback, suggestions, ideas, enhancement requests, comments, corrections, or other input relating to the Services or Kira’s business (‘Feedback’), Customer hereby irrevocably assigns to Kira all right, title, and interest in and to such Feedback, including all intellectual property rights therein, without compensation or attribution obligation. Kira may use, disclose, commercialize, modify, incorporate, and otherwise exploit Feedback for any purpose, without restriction.

10.5 Customer retains, as between the parties, any rights it may have in Customer Data. Customer hereby grants Kira, its Affiliates, Partner Institutions, Sponsor Banks, service providers, contractors, and representatives a worldwide, non-exclusive, royalty-free, transferable, sublicensable right to host, copy, store, use, access, process, transmit, disclose, analyze, adapt, derive from, and otherwise exploit Customer Data, Transaction data, Usage Data, and related information for the purpose of providing, operating, securing, supporting, monitoring, testing, auditing, enhancing, improving, developing, and maintaining the Services and related products, models, algorithms, workflows, analytics, infrastructure, and compliance programs, and for satisfying legal, regulatory, tax, audit, insurance, contractual, and internal policy requirements. Nothing in these Terms restricts Kira’s right to create, retain, use, disclose, and commercialize Aggregated Data, De-Identified Data, Usage Data, derivative data, benchmark data, analytics, model learnings, and other information that does not reasonably identify Customer or any natural person.

10.6 All right, title, and interest in and to the AI Features, the models underlying them, related prompts, embeddings, tuning methodologies, inference systems, screening logic, and all improvements thereto remain exclusively with Kira and its licensors. Any Output generated through the Services is provided solely as part of the Services. Customer receives only a limited right to use such Output for its internal business purposes during the Term, subject to these Terms.

10.7 Nothing in these Terms limits Kira’s right to develop, acquire, license, market, or provide products, services, features, models, workflows, or functionality that are similar to or competitive with any use made by Customer of the Services.

New 10.8 Kira owns all Usage Data, telemetry, operational metadata, performance metrics, logs, diagnostics, and analytics generated from or relating to the operation or use of the Services.

10.9 Customer acquires no right to use Kira’s or any Partner Institution’s names, logos, trademarks, service marks, or other brand identifiers except as expressly approved by Kira in writing.

10.10 Customer represents and warrants that Customer Data, Feedback, and all other materials provided by or on behalf of Customer do not and will not infringe, misappropriate, or otherwise violate any intellectual property, privacy, publicity, confidentiality, or other rights of any third party.

10.11 Kira may suspend or terminate Customer’s access to the Services immediately if Kira suspects misuse, infringement, unauthorized extraction, reverse engineering, scraping, benchmarking, or other violation of this Section 10.

11. Termination and Suspension

11.1 Kira may terminate these Terms, any Order Form, any account, or any part of the Services at any time, with or without cause, upon notice to Customer. Customer may terminate these Terms for convenience only by ceasing all use of the Services and, if applicable, providing not less than thirty (30) days’ prior written notice, provided that no such termination relieves Customer of any accrued payment obligations, minimum commitments, implementation fees, pass-through charges, or other amounts owed through the effective date of termination.

11.2 Kira may, in its sole discretion and with or without notice, suspend, restrict, condition, or terminate Customer’s access to all or any portion of the Services, any account, any feature, any API credential, any integration, or any Transaction if Kira or any Partner Institution determines, suspects, or believes that: (i) Customer has breached these Terms or any related agreement; (ii) Customer has failed to cooperate with onboarding, diligence, audit, compliance, security, or operational reviews; (iii) any information provided by Customer is inaccurate, incomplete, outdated, unverifiable, or misleading; (iv) Customer activity presents legal, regulatory, sanctions, fraud, credit, operational, reputational, concentration, commercial, or policy risk; (v) continued service is inconsistent with Kira’s or any Partner Institution’s internal policies, contractual obligations, or risk appetite; or (vi) a governmental authority, regulator, payment network, Partner Institution, Sponsor Bank, insurer, or service provider requests, expects, or requires such action.

11.3 Upon suspension, expiration, or termination: (i) Customer shall immediately cease all access to and use of the Services; (ii) all licenses and access rights granted to Customer shall terminate automatically; (iii) Kira may disable accounts, credentials, API keys, integrations, and access points without liability; (iv) Customer shall immediately pay all outstanding fees, charges, pass-through costs, reimbursements, reserves, losses, reversals, adjustments, and other amounts owed; and (v) Kira may, but is not obligated to, continue to process, reject, cancel, reconcile, unwind, or otherwise address pending Transactions, exceptions, holds, disputes, or investigations as Kira deems appropriate. Termination does not obligate Kira to provide transition assistance, data export, continued platform access, or continued support except to the extent expressly agreed in writing.

11.4 The rights and obligations of the parties that by their nature should survive suspension, expiration, or termination shall survive, including without limitation all provisions relating to fees, payment obligations, taxes, reserves, setoff, reimbursement, indemnification, confidentiality, data rights, data retention, recordkeeping, audit, compliance cooperation, intellectual property, usage restrictions, disclaimers, limitations of liability, dispute resolution, injunctive relief, and any accrued rights or remedies.

11.5 Kira may retain Customer Data, Transaction data, logs, audit trails, screening results, reports, communications, backups, system images, and other records for so long as Kira determines necessary or advisable for legal, regulatory, tax, audit, insurance, evidentiary, security, fraud-prevention, dispute-resolution, business-continuity, internal operational, analytics, product-improvement, contractual, or Partner Institution purposes.

11.6 To the fullest extent permitted by Applicable Law, Kira shall have no liability for any loss, damage, liability, cost, expense, delay, market movement, foreign-exchange impact, missed opportunity, business interruption, lost profit, loss of goodwill, or other consequence arising out of or relating to any refusal to onboard, suspension, restriction, condition, delay, rejection, hold, cancellation, reversal where feasible, termination, or discontinuation of the Services or any Transaction, feature, account, or integration, where such action is taken pursuant to these Terms or in connection with Kira’s legal, regulatory, contractual, security, fraud-prevention, operational, commercial, or risk-management judgments.

11.7 Suspension, expiration, or termination does not entitle Customer to any refund, credit, offset, or reimbursement of fees, charges, or pass-through costs, except to the extent expressly required by Applicable Law or agreed by Kira in writing. This should be added expressly, even though Section 7 already addresses non-refundability.

11.8 Kira may delay the effectiveness of termination, or continue limited post-termination processing, to address pending Transactions, returns, reversals, chargebacks, investigations, sanctions reviews, disputes, reserve calculations, or other unresolved matters.

11.9 Kira’s rights to impose reserves, net amounts, withhold payments, debit, deduct, or set off amounts owed by Customer survive termination until all obligations, contingencies, and exposure periods have expired.

11.10 If the Services are terminated or suspended, Kira has no obligation to restore access or re-onboard Customer, and any reinstatement shall be subject to Kira’s then-current policies, diligence requirements, pricing, and Partner Institution approvals.

11.11 Unless expressly agreed by Kira in writing, Kira has no obligation to provide migration assistance, transitional services, custom exports, or ongoing access to historical data following termination.

11.12 Kira may terminate or suspend the Services immediately if any Partner Institution, Sponsor Bank, payment network, insurer, or key service provider ceases to support Customer, the applicable use case, corridor, or business model, or imposes conditions Kira does not elect to satisfy

12. Liability and Indemnification

12.1 To the maximum extent permitted by Applicable Law, Kira’s total aggregate liability arising out of or relating to the Services, these Terms, or any Transaction, whether in contract, tort (including negligence), strict liability, statute, or otherwise, shall not exceed, in the aggregate for all claims, the lesser of (a) the total fees paid or payable by Customer to Kira for the specific Services giving rise to the claim during the three (3) months preceding the first event giving rise to the claim, or (b) fifty thousand U.S. dollars (US$50,000). The foregoing cap applies notwithstanding the failure of any limited remedy of its essential purpose.

12.2 To the maximum extent permitted by Applicable Law, Kira shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages, or for any loss of profits, revenue, business opportunity, goodwill, expected savings, data, use, value, or reputation, or for any business interruption, cost of cover, replacement cost, foreign-exchange loss, market loss, regulatory exposure, or third-party claim, in each case arising out of or relating to the Services, these Terms, or any Transaction, even if advised of the possibility of such damages and regardless of the theory of liability.

12.3 Customer shall defend, indemnify, and hold harmless Kira, its Affiliates, licensors, subcontractors, service providers, Partner Institutions, Sponsor Banks, and each of their respective officers, directors, employees, agents, and representatives (collectively, the ‘Kira Indemnified Parties’) from and against any and all claims, demands, actions, investigations, proceedings, losses, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) Customer’s or any Authorized User’s, End User’s, counterparty’s, or representative’s breach of these Terms; (ii) Customer’s violation of Applicable Law; (iii) Customer Data, Transaction data, or any instructions, files, documents, approvals, or materials provided by or on behalf of Customer; (iv) any Transaction initiated, submitted, attempted, canceled, returned, reversed, or processed in connection with Customer’s use of the Services; (v) fraud, sanctions issues, AML issues, tax issues, privacy issues, consumer issues, licensing issues, or regulatory issues arising from Customer’s business, data, counterparties, or use of the Services; (vi) allegations that Kira’s authorized use of Customer Data or other customer-provided materials infringes, misappropriates, or otherwise violates any third-party rights; or (vii) Customer’s misuse of the Services or Output.

12.4 Kira shall not be liable for any failure, interruption, delay, rejection, reversal, loss, corruption, inaccuracy, or unavailability arising out of or relating to any Force Majeure Event or any act, omission, outage, delay, insolvency event, de-risking decision, suspension, restriction, or requirement of any Partner Institution, Sponsor Bank, correspondent bank, receiving bank, payment network, telecommunications provider, cloud provider, internet service provider, data provider, vendor, regulator, governmental authority, or other third party outside Kira’s reasonable control. No such event shall constitute a breach by Kira.

12.5 Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by Applicable Law. Except solely to that extent, all disclaimers, exclusions, and limitations of liability in these Terms shall apply to the fullest extent permitted by Applicable Law.

12.6 To the maximum extent permitted by Applicable Law, Kira shall have no liability for any data breach, security incident, unauthorized access, loss, corruption, or disclosure of data except to the extent Customer proves direct damages finally awarded by a court of competent jurisdiction and resulting solely from Kira’s gross negligence or willful misconduct. Kira shall have no liability for any incident caused, in whole or in part, by Customer’s systems, devices, credentials, administrators, integrations, vendors, Partner Institutions, telecommunications providers, phishing, social engineering, malware introduced by Customer or third parties, or any circumstances outside Kira’s reasonable control. In no event shall Kira be liable under this Section for indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages, or for loss of profits, loss of goodwill, regulatory fines, third-party claims, or business interruption, except to the extent such exclusion is prohibited by Applicable Law.

12.7 Kira shall have no liability for any loss arising from incorrect, incomplete, duplicative, fraudulent, unauthorized, or compromised instructions, approvals, credentials, API keys, files, or data submitted through or appearing to originate from Customer’s systems, accounts, administrators, Authorized Users, End Users, or operational environment.

12.8 Kira shall have no liability for any onboarding denial, reserve, hold, rejection, return, reversal, closure, de-risking decision, screening result, or other action taken by any Partner Institution, Sponsor Bank, payment network, regulator, or governmental authority in connection with Customer or any Transaction.

12.9 No action or proceeding arising out of or relating to the Services or these Terms may be brought more than one (1) year after the cause of action accrued, and any claim not brought within such period is permanently barred.

12.10 To the maximum extent permitted by Applicable Law, the remedies expressly set forth in these Terms are Customer’s sole and exclusive remedies for any claim arising out of or relating to the Services.

12.11 Any damages recoverable from Kira shall be reduced to the extent resulting from Customer’s acts or omissions, data errors, delays, failure to mitigate, internal controls failures, or the acts or omissions of Customer’s representatives, counterparties, vendors, or third-party providers.

12.12 Customer’s indemnity obligations include the duty to defend, using counsel reasonably acceptable to Kira, and to reimburse Kira promptly upon demand for indemnifiable losses and defense costs.

13. Governing Law and General Provisions

13.1 These Terms and any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or any Transaction shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods and any similar law, rule, or treaty.

13.2 Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or any Transaction shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in English before a single arbitrator in New York, New York, unless Kira elects to permit the proceeding to be conducted remotely.

Notwithstanding the foregoing, Kira may seek temporary, preliminary, or permanent injunctive or equitable relief, or pursue collection, confidentiality, data misuse, or intellectual-property claims, in any court of competent jurisdiction without waiving arbitration for any other dispute.

The arbitration and all related proceedings, materials, and awards shall be confidential except to the extent disclosure is required by law, regulatory obligation, financing, insurance, audit, or enforcement of the award.

13.3 Each party acknowledges that any actual or threatened unauthorized use, disclosure, misuse, or misappropriation of Confidential Information, intellectual property, data, credentials, security controls, or the Services may cause irreparable harm for which monetary damages may be inadequate. Accordingly, Kira may seek temporary, preliminary, and permanent injunctive or other equitable relief in any court of competent jurisdiction, without the necessity of posting bond except to the extent required by Applicable Law, in addition to any other rights or remedies available at law or in equity.

13.4 These Terms, together with any applicable Order Form, commercial agreement, Privacy Policy, Documentation, fee schedule, and any policies or notices incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, communications, negotiations, proposals, representations, warranties, and agreements, whether oral or written, relating thereto.

13.5 Customer may not assign, delegate, transfer, sublicense, or otherwise dispose of these Terms or any rights or obligations hereunder, whether voluntarily, involuntarily, by operation of law, or otherwise, without Kira’s prior written consent. Any attempted assignment in violation of the foregoing is null and void. Kira may assign, delegate, transfer, subcontract, or otherwise dispose of these Terms, in whole or in part, without Customer’s consent, to any Affiliate, successor, acquirer, purchaser of assets, financing source, service provider, or in connection with any merger, acquisition, reorganization, recapitalization, outsourcing, service transfer, securitization, financing, or sale of all or any portion of its business or assets.

13.6 If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified and enforced to the maximum extent permissible so as to most closely reflect the original intent of the parties, and if such modification is not possible, shall be severed, in each case without affecting the validity or enforceability of the remaining provisions.

13.7 No failure, delay, or omission by Kira in exercising any right, remedy, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

13.8 Kira may provide any notice, disclosure, demand, amendment, policy update, fee change, operational communication, or other communication under these Terms by email, through the Services, within an administrative dashboard, by posting to the Kira website or Documentation, by API or developer communication, or by any other reasonable electronic means. Such notices shall be deemed effective upon transmission or posting. Customer shall provide notices to Kira at the contact information designated by Kira from time to time and shall keep its account, billing, and notice information current at all times.

13.9 Customer consents to receive all communications, notices, disclosures, records, and other materials from Kira electronically, including by email, through the Services, within an administrative dashboard, through API or developer communications, or by posting to the Kira website or Documentation. Customer agrees that such electronic communications satisfy any legal requirement that they be in writing and that electronic records shall have the same force and effect as paper records.

13.10 Kira may modify these Terms, the Services, the Documentation, the Privacy Policy, fee schedules, operational requirements, and related policies or materials from time to time in its sole discretion. Unless earlier effectiveness is required for legal, regulatory, security, fraud-prevention, technical, operational, or Partner Institution reasons, Kira will use commercially reasonable efforts to provide at least thirty (30) days’ advance notice of any material change that materially and adversely reduces Customer’s rights. Any such changes shall become effective on the date stated in the notice or, if no date is stated, upon posting. Customer’s continued access to or use of the Services after the effective date constitutes acceptance of the revised terms. If Customer does not agree to the revised terms, Customer’s sole remedy is to cease use of the Services and terminate in accordance with Section 11.

13.11 Customer may report service, compliance, or other concerns to Kira through the contact channels designated by Kira from time to time, including compliance@kirafin.ai. Kira may review, investigate, and respond to such concerns in the manner and timeframe Kira determines appropriate in light of the nature of the issue, Applicable Law, regulatory obligations, Partner Institution requirements, and operational circumstances. Kira does not guarantee any specific response or resolution timeframe.

13.12 Kira may preserve, use, and disclose Customer Data, Transaction information, tax information, and related records to tax authorities, regulators, governmental authorities, law enforcement, Partner Institutions, Sponsor Banks, payment networks, auditors, insurers, and other relevant third parties as Kira deems necessary or appropriate to comply with Applicable Law, legal process, Partner Institution requirements, audit or reporting obligations, risk-management requirements, or enforcement of these Terms, including under FATCA, CRS, anti-money laundering regimes, sanctions programs, and similar legal or regulatory frameworks.

13.13 Except as expressly provided with respect to the Kira Indemnified Parties and any other persons expressly identified in these Terms, these Terms are for the sole benefit of the parties, and their permitted successors and assigns, and nothing herein confers any rights or remedies on any other person or entity.

13.14 These Terms are made only in the English language. Any translation is provided for convenience only, and the English-language version shall control in the event of any conflict or inconsistency.

13.15 These Terms and any related notices, consents, disclosures, approvals, records, or communications may be executed, delivered, accepted, and retained electronically, and electronic signatures and records shall have the same legal effect as originals to the fullest extent permitted by Applicable Law.

13.16 Kira may identify Customer by name and logo as a customer of Kira in its marketing materials, website, and customer lists, subject to Customer’s standard trademark usage guidelines provided in writing to Kira.

13.17 Kira shall have no obligation to update any information, Documentation, or materials previously made available through the Services except as Kira determines in its sole discretion or as expressly required by Applicable Law.

13.18 The words ‘including,’ ‘includes,’ and ‘such as’ shall be deemed to be followed by ‘without limitation.’

13.23 Any operational requirements, compliance controls, reserves, setoff rights, audit rights, data-retention rights, and Partner Institution requirements applicable to pending Transactions, disputes, reversals, investigations, or unresolved matters shall survive suspension, expiration, or termination for so long as relevant to such matters.

13.24 Customer acknowledges that the Services are subject to change and that any descriptions of planned functionality, product roadmap items, beta features, estimated timelines, or expected service developments are informational only and do not create any commitment or obligation by Kira.

13.25 The headings in these Terms are for convenience only and shall not affect their interpretation. These Terms shall not be construed against any party by reason of authorship.

13.26 © 2025 Ares Financial Technology, Inc. and its subsidiaries d/b/a Kira. All rights reserved. Kira is a technology provider and is not a bank, money transmitter, custodian, or other regulated financial institution unless expressly stated otherwise in a separate written agreement. Payment, settlement, and related regulated financial services are provided through licensed Partner Institutions and Sponsor Banks. Fees, foreign-exchange rates, deductions, and processing times may vary by destination, corridor, counterparty, timing, Partner Institution, and network conditions.