1. Introduction

1.1 These Terms and Conditions (“Terms”) form a binding agreement between Kira Financial AI, Inc., a Delaware corporation (“Kira,” “we,” “us,” or “our”), and each business or organization that accesses or uses our platform (“you” or “Customer”). These Terms set out the conditions under which Kira provides access to its technology and compliance infrastructure.

1.2 By accessing or using Kira’s platform, APIs, or related services (collectively, the “Services”), you agree to these Terms and represent that you have authority to bind the entity you represent. If you do not agree, you must not use the Services.

1.3 Kira provides technology infrastructure that enables businesses to facilitate cross-border payments, foreign-exchange conversion, and related automation through licensed financial institutions. Kira is not a bank or money transmitter and does not hold customer funds.

1.4 These Terms govern all use of the Services and supersede any prior version. They are supplemented by our Privacy Policy and any specific commercial agreement executed with you.

1.5 If there is a conflict between these Terms and a signed commercial agreement, the signed agreement prevails. These Terms apply upon your first use of the Services and remain in effect until terminated under Section X.

1.6 Kira may update these Terms from time to time. Material changes will be communicated through the platform or by email before they take effect. Continued use constitutes acceptance of the updated Terms.

2. Definitions

2.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

2.2 “Applicable Law” means all laws, rules, and regulations governing anti-money laundering (AML), counter-terrorist financing (CFT), sanctions, data protection, and financial services in any jurisdiction where Kira or Customer operates.

2.3 “Authorized User” means an individual authorized by Customer to access or use the Services on its behalf.

2.4 “Bridge Ventures LLC” or “Bridge” means one of Kira’s licensed Partner Institutions that executes regulated payment and settlement activities.

2.5 “Partner Institution” means a regulated financial institution or payment processor that provides fund-movement or custodial functions on behalf of Kira or its Customers.

2.6 “Customer Data” means all data, files, and information submitted by Customer or its Authorized Users through the Services.

2.7 “Confidential Information” means non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential.

2.8 “Documentation” means the user guides, API specifications, and integration materials Kira makes available to Customers.

2.9 “Force Majeure Event” means an event beyond a party’s reasonable control that prevents performance, including acts of God, war, terrorism, cyberattacks, pandemics, or government action.

2.10 “Services” means Kira’s platform, APIs, software, dashboards, documentation, and support enabling Customers to initiate, track, or reconcile cross-border payments through Partner Institutions.

2.11 “Transaction” means any payment, conversion, or transfer initiated through the Services.

3. Scope of Services

3.1 Kira provides technology tools that allow business customers to access licensed payment networks and FX infrastructure through Partner Institutions. Kira does not receive or hold funds on behalf of Customers and does not guarantee execution or timing of any Transaction.

3.2 All regulated payment functions (including money transmission, settlement, and custody of funds) are performed by Partner Institutions such as Bridge under their own licenses and terms.

3.3 Kira may supply dashboards or APIs that route data and instructions to Partner Institutions. Kira acts solely as a technology facilitator and compliance oversight layer.

3.4 Kira may add, change, or remove Partner Institutions at its discretion so long as regulated coverage remains in place. Customer acknowledges that Partner Institutions are independent third parties and that Kira is not liable for their acts or omissions.

3.5 The Services do not constitute financial, investment, or legal advice, nor do they create a deposit, custodial, or fiduciary relationship. All decisions about use of funds or counterparties remain Customer’s responsibility.

3.6 Kira reserves the right to modify features, perform maintenance, or update the Services without notice where necessary for security or regulatory reasons. Kira will use reasonable efforts to avoid material disruption.

3.7 Customer is responsible for its own internet connection, systems, and security configurations used to access the Services and for implementing appropriate data-backup and access-control measures.

4. Eligibility and Authorized Use

4.1 The Services are available only to legal entities organized for lawful business purposes. By registering an account, you represent that you are duly formed and authorized to enter into these Terms.

4.2 Each Authorized User must be at least 18 years old and legally permitted to act for the Customer. Customer is responsible for all activity performed by its Authorized Users.

4.3 You must not use the Services in any jurisdiction subject to comprehensive U.S. sanctions or on behalf of any person listed by OFAC.

4.4 You agree to use the Services only for lawful commercial purposes and in accordance with Applicable Law, including AML and sanctions requirements relevant to your business.

4.5 Kira may request documentation to verify Customer’s legal status and authority, including corporate formation documents or identification of beneficial owners. Customer must promptly provide any requested information.

4.6 Customer must notify Kira within thirty (30) days of any change in ownership, control, authorized signers, or primary business activities. Failure to notify may result in suspension of the Services.

4.7 Customer will not (i) share login credentials outside its organization; (ii) use the Services for personal or consumer transactions; (iii) interfere with security features or reverse engineer the platform; or (iv) use the Services in a manner that could damage Kira or its Partners.

4.8 Kira may suspend or terminate access if it believes Customer has violated these Terms or presents regulatory risk. Suspension does not relieve Customer of obligations incurred before termination.

4.9 Customer must cooperate with any Kira audit or review relating to compliance with these Terms, including providing records and responding to reasonable requests.

4.10 Customer remains responsible for obtaining all third-party consents necessary to send data or payment instructions through the Services.

5. Compliance and Verification

5.1 Kira maintains an independent AML, CFT, and OFAC compliance program consistent with the U.S. Bank Secrecy Act and related regulations. Customer must cooperate fully with all due-diligence and verification requirements applicable to its use of the Services.

5.2 Customer agrees to provide complete and accurate information regarding its identity, ownership structure, source of funds, and authorized users. Kira may request supporting documentation at onboarding and throughout the relationship, including beneficial-ownership certifications, formation documents, financial statements, and any additional materials required under Applicable Law.

5.3 Kira and its Partner Institutions may screen Customer information against government watchlists and sanctions lists prior to and during use of the Services. Screening may be performed using internal tools or third-party vendors.

5.4 If a potential match or red flag arises, Kira may suspend transactions, restrict access, or request further information until the matter is resolved. Customer acknowledges that regulatory obligations may require temporary holds or cancellations without prior notice.

5.5 Customer must promptly notify Kira of any material change in ownership, directors, business activity, or geographic footprint that could affect its risk profile. Kira may re-verify Customer information following such changes.

5.6 Kira reserves the right to share relevant Customer information with Partner Institutions, sponsor banks, or regulators for compliance or audit purposes. Such sharing will occur under confidentiality obligations and only to the extent required to meet legal or contractual requirements.

5.7 Customer will retain all records related to Transactions and compliance information for at least five (5) years and will provide copies to Kira upon reasonable request. Kira likewise retains compliance records and Partner-Institution reports for not less than five (5) years to ensure full audit traceability.

5.8 Failure to comply with this Section 5 may result in suspension or termination of the Services and, where appropriate, notification to regulators or law enforcement.

6. Partner Institutions and Funds Flow

6.1 Certain payment, conversion, and settlement functions are performed by regulated Partner Institutions, including Bridge Ventures LLC and other licensed entities. These institutions operate under their own regulatory licenses and compliance programs.

6.2 When a Transaction is initiated, the actual movement of funds occurs through the Partner Institution’s accounts and networks. Kira does not receive, hold, or control Customer funds at any time.

6.3 Bridge and other Partner Institutions are responsible for compliance with licensing, reporting, and transaction-monitoring obligations for the activities they perform. Kira retains oversight responsibility and reviews partner certifications, audit reports, and compliance outputs at least annually. Kira also reserves the right to conduct or request additional audits or compliance reviews of Partner Institutions, as permitted under contract, to verify adherence to applicable laws and regulatory standards.

6.4 Customer acknowledges that Partner Institutions are independent from Kira and that Kira is not liable for their acts, omissions, or delays. Any funds-flow or settlement risk is subject to the Partner Institution’s terms and Applicable Law.

6.5 Kira may update its Partner-Institution network from time to time to improve coverage or meet regulatory expectations. Changes do not alter Customer’s obligations under these Terms.

6.6 Customer consents to Kira sharing its relevant data with Partner Institutions to enable payment execution, risk screening, and recordkeeping. Kira will require Partner Institutions to protect such data under confidentiality and data-protection standards comparable to those in Section 8.

6.7 Kira’s oversight of Partner Institutions includes monitoring for compliance with service-level and regulatory requirements, reviewing reports of alerts or investigations, documenting corrective actions when needed, and ensuring that Partner-Institution records are maintained for at least five (5) years.

6.8 Nothing in these Terms creates a joint venture, partnership, or agency relationship between Kira and any Partner Institution.

7. Fees, Processing, and Risk Disclosure

7.1 Kira may charge platform, integration, or usage fees as described in the applicable commercial agreement or as displayed within the Services before you confirm a Transaction.

7.2 Partner Institutions may charge additional transaction or FX fees. Such fees will be disclosed to the extent practicable before execution.

7.3 Settlement and processing times depend on payment method, destination country, recipient bank, and network conditions. Kira does not control external bank or network processing times and cannot guarantee delivery speed.

7.4 Customer is responsible for all charges and taxes applicable to its use of the Services. If fees are deducted by a Partner Institution, those deductions constitute payment in full to Kira for the relevant Service.

7.5 By using the Services, Customer acknowledges that technology-based payment systems carry operational risks, including delays, system errors, and third-party failures. Kira uses reasonable efforts to maintain service continuity but does not guarantee uninterrupted availability.

7.6 Customer bears the risk of incorrect instructions, duplicate payments, or data-entry errors submitted through its own systems. Kira is not responsible for losses arising from Customer error or from Partner-Institution processing decisions.

7.7 If Kira detects a technical error affecting a Transaction, it will use commercially reasonable efforts to assist Customer in resolving the issue with the appropriate Partner Institution.

7.8 All fees are non-refundable except as required by law or mutual agreement.

8. Data Protection and Confidentiality

8.1 Kira collects, stores, and processes Customer Data in accordance with its Privacy Policy and Applicable Law. The Privacy Policy forms part of these Terms by reference.

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 that certain data must be shared with Partner Institutions and service providers to enable Transactions and compliance screening. Such sharing will occur only for legitimate business or regulatory purposes.

8.4 Each party agrees to keep Confidential Information secure and to use it only for the purposes for which it was disclosed. Neither party may disclose Confidential Information to any third party without the other’s consent except as required by law or regulatory authority.

8.5 Customer is responsible for implementing appropriate privacy, security, and access controls within its own systems and for ensuring that its Authorized Users handle Customer Data lawfully. Kira aligns its own cybersecurity framework with the NIST Cybersecurity Framework or comparable industry standards to maintain the security and integrity of Customer Data.

8.6 If Customer suspects any unauthorized access to its account or data, it must notify Kira within twenty-four (24) hours of discovery. Kira will investigate and take reasonable steps to mitigate any confirmed incident and will provide appropriate regulatory notifications if required.

8.7 Upon termination of the Services, each party must either return or securely destroy Confidential Information received from the other unless retention is required by law or legitimate business need.

8.8 Nothing in this Section limits Kira’s right to retain aggregated or anonymized data for statistical and compliance-reporting purposes, provided that such data cannot reasonably identify Customer or its clients.

8.9 Kira may engage third-party service providers for data hosting, analytics, identity verification, or cybersecurity. Such providers are bound by contractual confidentiality and data-protection obligations consistent with this Section.

9. Prohibited Activities

9.1 Customer may not use the Services for any unlawful or prohibited purpose, including but not limited to fraud, money laundering, terrorist financing, sanctions evasion, gambling, human trafficking, or the sale of illegal goods or services.

9.2 Customer must not attempt to disguise or misrepresent the nature of its transactions, counterparties, or source of funds. Kira may suspend or terminate the Services if it reasonably suspects that any activity violates Applicable Law or these Terms.

9.3 Customer must not use the Services to facilitate payments involving jurisdictions, individuals, or entities subject to U.S. or international sanctions, or that are otherwise designated by OFAC, the United Nations, or the European Union.

9.4 Customer represents and warrants that neither it nor its beneficial owners, directors, officers, or Authorized Users are listed on any U.S. or international sanctions list or located in a jurisdiction subject to comprehensive sanctions.

9.5 Customer may not interfere with or disrupt the integrity or performance of the Services, gain unauthorized access to systems, reverse engineer any software, or use automated tools or scraping technologies without written consent.

9.6 Kira reserves the right to restrict or deny use of the Services for high-risk business categories or activities determined by Kira or its Partner Institutions to present unacceptable legal, regulatory, or reputational risk.

9.7 Customer agrees to cooperate with Kira and provide any information necessary to investigate suspected violations of this Section.

10. Intellectual Property

10.1 All intellectual property rights in the Services, including software, APIs, interfaces, databases, trademarks, logos, and documentation, are and shall remain the exclusive property of Kira and its licensors. No rights or licenses are granted except as expressly stated in these Terms.

10.2 Kira grants Customer a limited, non-exclusive, non-transferable license to access and use the Services solely for its internal business purposes in accordance with these Terms.

10.3 Customer must not copy, modify, distribute, sell, or create derivative works based on the Services or permit any third party to do so.

10.4 All feedback, suggestions, or ideas submitted to Kira regarding the Services become Kira’s property without obligation of compensation, and Kira may use such input to improve or develop new products and services.

10.5 Customer retains ownership of its own data but grants Kira a limited right to use, store, and process such data for the purpose of providing the Services and maintaining regulatory compliance.

11. Termination and Suspension

11.1 Either party may terminate these Terms for convenience by providing thirty (30) days’ written notice to the other party.

11.2 Kira may suspend or terminate the Services immediately if Customer breaches these Terms, fails to cooperate with compliance reviews, or engages in activity that Kira determines may violate Applicable Law or create undue risk.

11.3 Upon termination, Customer must immediately cease using the Services and pay all outstanding fees or charges owed.

11.4 Termination does not affect obligations that by their nature should survive, including those relating to confidentiality, data protection, recordkeeping, and limitation of liability.

11.5 Kira may retain records and Customer Data as necessary to comply with Applicable Law, respond to regulatory requests, or fulfill contractual obligations to Partner Institutions.

11.6 Kira is not liable for losses resulting from termination or suspension under this Section when such action is taken in good faith to comply with law or regulatory obligations.

12. Liability and Indemnification

12.1 To the maximum extent permitted by law, Kira’s total aggregate liability arising from or related to the Services shall not exceed the total fees paid by Customer to Kira in the twelve (12) months preceding the event giving rise to the claim.

12.2 Kira is not liable for indirect, consequential, exemplary, or punitive damages, including loss of profits, business interruption, or loss of data, even if advised of the possibility of such damages.

12.3 Customer agrees to indemnify, defend, and hold harmless Kira, its officers, employees, and Partner Institutions from any claim, loss, liability, or expense (including reasonable attorneys’ fees) arising out of Customer’s (i) violation of these Terms, (ii) breach of Applicable Law, or (iii) misuse of the Services.

12.4 Kira is not responsible for any failure or delay in performance caused by a Force Majeure Event or by actions of Partner Institutions, banks, or payment networks outside Kira’s control.

12.5 Nothing in these Terms limits liability for fraud, gross negligence, willful misconduct, or any other liability that cannot be excluded under Applicable Law.

12.6 Kira’s liability for any data breach or security incident shall be limited to proven direct damages resulting from Kira’s gross negligence or willful misconduct.

13. Governing Law and General Provisions

13.1 These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-law principles.

13.2 Any dispute arising out of or relating to these Terms shall be resolved through arbitration in New York, New York, under the rules of the American Arbitration Association. The arbitration shall be conducted in English, and judgment on the award may be entered in any court of competent jurisdiction. The parties may mutually agree to an alternative arbitration venue or governing law where required by a Partner Institution or regulatory body.

13.3 Each party agrees that injunctive relief may be sought in court to prevent unauthorized use or disclosure of Confidential Information or intellectual property.

13.4 These Terms constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous understandings, whether oral or written.

13.5 Kira may assign or transfer its rights or obligations under these Terms to an Affiliate or successor entity in connection with a merger, acquisition, or corporate reorganization. Customer may not assign these Terms without Kira’s prior written consent.

13.6 If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.7 Failure or delay by either party to enforce any provision shall not constitute a waiver of that provision or any other rights.

13.8 Notices required under these Terms must be in writing and sent to the primary contact email or business address provided by each party, or as otherwise designated in writing.

13.9 Customer consents to receive communications, notices, and disclosures from Kira electronically, including by email or through the platform. Such communications satisfy any legal requirement that they be in writing.

13.10 Kira may modify these Terms from time to time. If a change materially reduces Customer rights, Kira will provide at least thirty (30) days’ advance notice. Continued use after the effective date constitutes acceptance of the updated Terms.

13.11 Customers may report service or compliance concerns by contacting compliance@kirafin.ai. Kira will acknowledge receipt within five (5) business days and provide a written response or resolution within thirty (30) days unless extended for regulatory reasons.

13.12 Kira may disclose transaction information to tax authorities, regulators, or financial institutions as required by law, including under the U.S. Foreign Account Tax Compliance Act (FATCA) or similar regimes.

13.13 The headings in these Terms are for convenience only and shall not affect their interpretation.

13.14 © 2025 Kira Financial AI. All rights reserved. Kira Financial AI is not a bank. Payment services are provided through licensed Partner Institutions. Fees and processing times vary by destination and network conditions.