Terms and Conditions

1. Parties to the Agreement

This is a usage agreement between you (hereinafter referred to as "you" or "your") and Kii ("we," "us," or "our"), as defined below.

2. Definitions

2.1. Kii refers to an ecosystem that includes Kii websites (such as the domains <www.kiiglobal.io>, <www.kiiex.io>, and <www.kiichain.io>), mobile applications, clients, applets, and other technological tools developed to offer Kii services. This ecosystem also includes platforms, websites, and clients independently operated within the ecosystem (such as, but not limited to, Kii exchange and Kii wallet). It is important to note that other platforms, referred to as "support platforms," may be used to provide the services offered by our company. You acknowledge that in the event of any inconsistencies between the terms of use of the "support platforms" and the content of these Terms and Conditions of Use, the present Terms and Conditions will prevail.

2.2. Kii Accounts refer to the fundamental virtual accounts, including primary and subaccounts, provided by Kii but created by Users, who must register on Kii to access Kii services, such as transactions, asset exchange, and basic information. These accounts serve as the basis for Users to exercise and enjoy their rights on Kii. Please note that you are solely responsible for managing your account, passwords, and any related actions and that your account is personal and non-transferable.

2.3. Kii Fiat Accounts refer to the balance records of your fiat currencies (if any) activated through an electronic wallet service (or a similar account) provided by a Fiat Partner.

2.4. Kii Operators refers to all entities operating Kii, including both natural and legal persons (including Kii SAS, Kii Capital), unincorporated organizations, and teams that provide Kii services and are responsible for those services. Under these terms, Kii operators may change as Kii adapts to its business, legal, and market conditions, in which case the new operators will fulfill their obligations to you under these Terms and Conditions, and such changes will not affect your rights and interests. Additionally, the scope of Kii operators may expand due to the provision of new services. If you continue to use Kii services, you are deemed to accept these terms with the newly added or modified operators.

2.5. Kii Services refer to various services provided by Kii, based on Internet and/or blockchain technologies, offered through Kii websites, mobile applications, clients, and other formats (including new formats enabled by future technological developments). These services include but are not limited to, components of the Kii ecosystems, such as digital asset trading platforms, financial services, Kii EXCHANGE, Kii WALLET, and new services that Kii may offer.

2.6. Kii Platform Rules refer to all rules, interpretations, announcements, statements, consent letters, and other content that have been or will be published by Kii, as well as all regulations, implementation rules, product process descriptions, and announcements published in the Help Center or within service-related products or processes.

2.7. Kii is a native token primarily designed to promote the use of the Kii network. Within this category, the project is classified under the infrastructure group.

2.8. Designated Stable Cryptocurrencies refer to each of the following: USD Coin (USDC), Tether (USDT), and any other Digital Asset designated by Kii. It is important to clarify that the "designated stable" status is assigned by the market and not by our company. Notwithstanding the foregoing, Kii may remove any Digital Asset from this definition at any time without prior notice.

2.9. Designated Stable Cryptocurrency Conversion refers to, concerning each Designated Stable Cryptocurrency, the automatic conversion of such Designated Stable Cryptocurrency into USDT or USDC at the time of deposit or transfer to your Kii Account or the conversion of USDT or USDC into the respective Designated Stable Cryptocurrency in connection with a withdrawal request.

2.10. Digital Currencies refer to encrypted or digital tokens or cryptocurrencies with a determined value based on blockchain and cryptography technologies, which are issued and managed in a decentralized manner.

2.11. Digital Assets refer to Digital Currencies, their derivatives, or other digitalized assets with a determined value.

2.12. Fiat Partner refers to any external service provider with whom Kii may partner in connection with any Fiat Service.

2.13. Fiat Services refer to the following:

a) Crediting one or more fiat currencies to your Kii Fiat Account, either through a bank transfer or with your debit or credit card.

b) Purchasing Digital Assets at spot prices using one or more fiat currencies from the balance of your Kii Fiat Account or via your debit or credit card.

c) Selling Digital Assets at spot prices for fiat currencies, with the corresponding sale proceeds credited to your Kii Fiat Account or your debit or credit card.

d) Withdrawing one or more fiat currencies from your Kii Fiat Account to your bank account or your debit or credit card.

2.14. KYC (Know Your Customer) refers to the "know your customer" process that Kii has implemented before entering a business relationship or conducting transactions with its Users.

As part of this process, Kii may take all necessary steps to identify Users, verify their identity, examine and investigate User transactions, or comply with any applicable laws or regulations. It should be noted that during this process, there may be information omitted by the client or not accessible to Kii and that subsequent KYC or Due Diligence procedures may uncover such information. However, this will not result in any liability for Kii, including, but not limited to, civil, commercial, contractual, criminal, or administrative liability.

2.15. Spot Trading refers to the buying or selling of supported Digital Assets and/or any supported fiat currencies on the exchange for immediate settlement.

2.16. Users refer to all individuals, institutions, or organizations that access, download, or use Kii services and meet the criteria and conditions stipulated by Kii. If there are other agreements for entities such as developers, distributors, market makers, or Digital Currency exchanges, those agreements will apply.

2.17. Staking: Staking on our platform allows users to voluntarily participate in transaction validation on blockchain networks by locking their crypto assets in exchange for potential rewards. This activity is not a regulated financial service in Colombia and carries certain risks, such as the potential loss of the assets involved. Our platform provides access to Staking but does not guarantee returns or assume responsibility for users' decisions or the outcomes of their participation.

2.18. Cash In: On Kii, "Cash In" refers to the process by which users, at their own risk, convert their legal tender (such as Colombian pesos) into crypto assets. This process is conducted through authorized payment service providers, and Kii facilitates this as a technological intermediary only. Kii does not act as a financial entity, nor does it provide deposit, credit, savings, foreign exchange intermediary (FXI), or monetization services, nor any other activities regulated by the Financial Superintendence of Colombia.

2.19. Cash Out: On Kii, "Cash Out" refers to the process by which users, at their own risk, convert crypto assets into legal tender (such as Colombian pesos). This process is facilitated through authorized third parties who handle the settlement and transfer of funds to the users' bank accounts. Kii acts solely as an access facilitator and does not guarantee fund availability, nor does it engage in financial operations regulated by the Financial Superintendence of Colombia, nor act as a foreign exchange intermediary (FXI), nor offer monetization services.

2.20. Affiliate: (a) with respect to any person, any other person that directly or indirectly Controls, is Controlled by, or is under common Control with such first person; and (b) with respect to any natural person, additionally, any other person who is their spouse or permanent partner, or who is related to them up to the third degree of consanguinity or second degree of civil or affinity relationship, as applicable.

2.21. Control: refers to, with respect to any person, that the decision-making power of such person, whether directly or indirectly, is subject to the will of another person or persons, it being understood that Control shall be deemed to exist with respect to an entity when a person has: (a) the ownership, management, or decision-making power, directly or indirectly, of more than 50% of the shares, securities, or equity interests of such entity outstanding, (b) the right, directly or indirectly, to cast or control the votes constituting the minimum majority required to make decisions at the shareholders' meeting or general assembly, as applicable, (c) the right, directly or indirectly, to cast or direct the number of votes necessary to elect the majority of the members of the board of directors, if any, or (d) the ability to exercise dominant influence over the decisions of the entity's management bodies, in accordance with an act or transaction with such entity or with its partners or shareholders.

2.22. Anti-Corruption Laws (ACL): Refers to the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, as amended, Corruption of Foreign Public Officials Act (Canada), Criminal Code (Canada), the Colombian Anticorruption Statute (Ley 1474 de 2011), and all applicable Laws, regulations, executive orders and any other norms concerning or relating to bribery or corruption.

2.23. Anti-Money Laundering (AML) and Anti-Terrorism (AT) Laws: Refers to the United States Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956-1957), the Patriot Act, the Bank Secrecy Act (31 U.S.C. §§5311-5332)), Anti-Money Laundering Act of 2020, the UK Proceeds of Crime Act 2002, the UK Terrorism Act 2000, the Colombian Criminal Code (Ley 599 de 2000), and any other laws, regulations, executive orders and any other norms relating to engaging in, financing, or facilitating terrorism, money laundering, or financial recordkeeping, of any applicable jurisdiction concerning or relating to money laundering or terrorist financing, including, without limitation, know-your-customer (KYC) and financial recordkeeping and reporting requirements.

2.24. Counter-Terrorist Financing (CFT) Laws: Refers to counter-terrorism financing Laws and regulations.

2.25. Restrictive List: Refers to the lists administered by OFAC, including the Specially Designated Nationals and Blocked Persons List, Sectoral Sanctions Identifications List, any other Sanctions-related list maintained by a public authority, or any other public, national or international list that identifies individuals allegedly linked to the financing of terrorism, drug trafficking, money laundering, arms or human trafficking, or the proliferation of weapons of mass destruction as identified in the Anti-Money Laundering and Anti-Terrorism Laws.

2.26. OFAC: Refers to the Office of Foreign Assets Control of the United States Department of the Treasury.

2.27. Sanctions: Refers to any economic, trade, or financial sanctions or trade embargoes issued, imposed, administered, enforced, or applied by a governmental or judicial authority, including, but not limited to, the United States (including OFAC, the U.S. Department of State, and the U.S. Department of Commerce),the United Nations Security Council, the European Union, the European Union member states, Canada (including Global Affairs Canada), the United Kingdom (including His Majesty's Treasure of the United Kingdom), the Cayman Islands or the Republic of Colombia.

2.28. Sanctioned Country: Refers to any country or territory that is subject to Sanctions (as of the date hereof, including but not limited to Cuba, Iran, North Korea, Syria, and the regions of Crimea, Donetsk, and Luhansk in Ukraine).

2.29. Laws: Refers to any type of Law, Regulation or any type of ordinance issued by a competent authority. The term Laws may be used interchangeably herein with the term Regulations.

3. Acceptance of these Terms and Conditions:

By registering to access, download, use, or accept by clicking on the "I accept terms and conditions" option to agree to the services of Kii, which governs the use of Kii https://kiiex.io and any website associated with it (hereinafter, the "Website"), the use of any Kii application for mobile phones, tablets, and other smart devices (hereinafter, the "application"), the website, the application, and the services are collectively defined as the "platform." You agree that you have read, understand, and accept all the terms and conditions of use contained in this document, including our Privacy Policy, at https://kiiex.io/PrivacyPolicy.

You may be required to accept additional terms and conditions to use certain Additional Services. THESE TERMS CONTAIN IMPORTANT PROVISIONS, INCLUDING AN ARBITRATION CLAUSE REQUIRING ALL CLAIMS TO BE RESOLVED THROUGH LEGALLY BINDING ARBITRATION. The conditions of the arbitration provision are set out in Article 9.

Please note that our platform does not guarantee specific outcomes, acknowledging that the activities you undertake on it require expertise and knowledge and that you are aware of the risks involved in such activities.

4. TERMS AND CONDITIONS OF USE (hereinafter T&C)

By accessing or using the platform as a user or member, you agree to these terms.

4.1. The use of the Kii Platform is also governed by other terms and policies attached to these Conditions. In the event of any contradiction between these Conditions and other terms, conditions, or policies, these terms and conditions shall prevail.

4.2. You agree to provide accurate and complete information about yourself during the registration process and agree not to impersonate any other natural or legal person and not to conceal your identity from Kii for any reason. If you are registering as a legal entity, you represent that you have the legal and statutory authority to bind the legal entity to this Agreement and that you fully comply with all legal provisions that may apply to the entity you represent. The law requires Kii to obtain, verify, and record information identifying each person who opens an Account. Therefore, when you choose to open an Account, we will ask you to submit certain documents to identify and verify the information you provided when registering. Kii reserves the right to reject the registration of a new Account at its sole discretion and/or based on applicable guidelines, provisions, or regulations.

4.3. You may only register to become an Account Holder and/or use the Services if you are at least 18 years of age and of legal age under the applicable laws in your jurisdiction or any other jurisdiction to which you may be subject.

4.4. By accessing and using Kii services, you represent and warrant that you are not listed on any trade embargo or economic sanctions list (such as the United Nations Security Council sanctions list), the Specially Designated Nationals list maintained by OFAC (the U.S. Department of Treasury's Office of Foreign Assets Control), or the U.S. Department of Commerce's Denied Persons List. Kii reserves the right to select markets and jurisdictions for business and may restrict or refuse the provision of Kii services in certain countries or regions at its discretion.

4.5. Registering an account with Kii will be considered your agreement to provide the personal information necessary for identity verification. This information will be used to verify user identities and detect signs of money laundering, terrorism financing, proliferation of weapons of mass destruction, transnational bribery, fraud, and other financial crimes through Kii or for other legal purposes established by Kii. We will collect, use, and share information according to our Privacy Policy.

In addition to providing information, you agree to allow us to retain the information for as long as your account is active and for five (5) years after the account closure, in compliance with global data storage standards.

After registration, you must ensure that the information is accurate, complete, and promptly updated when changed. If there is reason to believe that the information you have provided is incorrect, false, outdated, or incomplete, Kii reserves the right to send you a notice requesting corrections, directly delete the relevant information, and, as applicable, terminate all or part of the Kii services provided to you. If we are unable to contact you with the contact information you provided, you will be fully responsible for any losses or expenses incurred by Kii. While using Kii services, you acknowledge and agree that you have an obligation to update all information when any changes occur. By registering an account, you authorize Kii to conduct investigations as deemed necessary. We may, directly or indirectly (through third parties), make any inquiries we consider necessary to verify the relevance and accuracy of the information provided by you. You also acknowledge and agree that your personal information may be disclosed to credit agencies and fraud prevention entities for the prevention of fraud, money laundering, terrorist financing, or the prevention of financial crime, which may respond to our investigations in full.

4.6. The Kii account may only be used by the account registrant. Kii Reserves the right to suspend, freeze, or cancel the use of Kii Accounts by individuals other than the account registrants. If you suspect or identify unauthorized use of your username and password, you must notify Kii immediately. Kii assumes no responsibility for any loss or damage arising from the use of the Kii Account by you or any third party, with or without your authorization. You acknowledge that the account, username, password, and management are your sole responsibility, and it is personal and non-transferable.

By becoming an Account Holder, you agree to be governed by this Agreement, which represents a binding contract between the Parties. You hereby accept the electronic delivery of notices, policies, and transaction records initiated or completed by you through our Applications. Furthermore, you hereby waive any rights or requirements you may have under any applicable law or regulation in any jurisdiction that requires an original (non-electronic) signature or the delivery or retention of non-electronic records to the extent permitted by applicable law.

4.7. As an important part of the Kii ecosystem, it primarily serves as a global online platform for trading digital assets and provides users with a trading platform, financing services, technical services, and other related digital asset services. As further detailed, Users must register and open an account with Kii and deposit Digital Assets into their account before trading. Users may, subject to the restrictions outlined in these Terms, request the withdrawal of Digital Assets.

While Kii is committed to maintaining the accuracy of the information provided through Kii, this should not be understood or interpreted as a present or future guarantee regarding the accuracy, applicability, reliability, completeness, performance, or suitability. Kii will not be liable for any property or non-property loss or damage, direct or indirect, consequential damages, or lost profits that may result from the use of this content. Information about Kii services may change without prior notice, and the primary purpose of providing such information is to assist Users in making independent decisions at their own risk. Kii does not provide investment or consulting advice of any kind and is not responsible for the use or interpretation of information on Kii or any other communication medium. All Users of Kii services should understand the risks involved in trading Digital Assets and are encouraged to exercise caution and trade responsibly within their capabilities.

5. Kii Account Registration and Requirements

5.1. Kii is committed to maintaining the security of the funds entrusted by the user and has implemented industry-standard protection for Kii services. However, individual user actions may pose risks. You agree to treat your access credentials (such as username and password) as confidential information and not disclose the information to third parties. You also agree to be solely responsible for taking the necessary security measures to protect your Kii Account and personal information.

You are solely responsible for safeguarding your Kii account and password and for all transactions carried out under your Kii account. Kii assumes no liability for any loss or consequences caused by authorized or unauthorized use of your account credentials, including but not limited to information disclosure, information sharing, consent, or acceptance of various rules and agreements by clicking on the website, renewal of online agreements, etc.

By creating a Kii account, you agree to:

a) Notify Kii immediately if you become aware of any unauthorized use of your Kii account and password or any other breach of security protocols.

b) Strictly follow all security, authentication, trading, collection, and withdrawal mechanisms or procedures as stipulated by Kii.

c) Take appropriate measures to log out from Kii at the end of each session.

5.2. Once your Kii account registration and identity verification are completed, you may access various Kii services, including crypto-to-crypto transactions, fiat transactions, contracting, leveraged transactions, Kii savings services, staking, acquisition of market-related data, research, and other information published by - Kii, participation in user activities conducted by - Kii, etc., in accordance with these Terms (including the Kii Platform Rules and other individual agreements). Kii reserves the right to:

a) Provide, modify, or terminate any Kii service at its discretion, based on its development plan and corporate strategy; and

b) Permit or restrict certain users from accessing any Kii service in accordance with the relevant rules of the Kii Platform.

c) Kii has the exclusive authority to determine which Digital Assets are listed on the platform and may, at its sole discretion, add or remove Digital Assets as necessary for business dynamics. Kii may also change the available order size for each Digital Asset. Regarding such additions, removals, or modifications, Kii may, but is not required to, notify users in advance, and Kii shall bear no liability to users in connection with these changes.

6. Service Use

6.1. As long as you consistently comply with the terms expressly outlined in these Conditions, Kii grants you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access and use the Kii services through your computer or Internet-compatible devices for your personal/internal purposes. The design, content, format, function, and access rights related to Kii services are determined at the discretion of Kii. Kii reserves all rights not expressly granted in these Conditions. Therefore, you are prohibited from using Kii services in any manner that is not expressly authorized by these Conditions.

Ownership of Information, Inventions, Methodologies, and Intellectual Property:

6.2. These Conditions only grant a limited license to access and use Kii services. You agree that when using Kii services, Kii does not transfer ownership or intellectual property rights of any Kii intellectual property to you or anyone else. Any text, graphics, user interfaces, visual interfaces, photos, sounds, process flowcharts, computer code (including HTML code), programs, software, products, information, and documents, as well as the design, structure, selection, coordination, expression, appearance, and arrangement of any content included in or provided through Kii services, are the exclusive property, controlled by, and/or licensed to Kii Operators or their members, parent companies, licensors, or affiliates.

Kii owns any comments, suggestions, ideas, or other information or materials (collectively referred to as "Feedback") regarding Kii services that you provide through email, Kii services, or other means. You hereby transfer to Kii all ownership rights of the Feedback and all related intellectual property rights. You have no right to and hereby waive any claim for, recognition, or compensation based on any Feedback or modifications derived from any Feedback.

Compliance with Supplementary Provisions

6.3. By using Kii services, you agree to comply with the following provisions:

6.3.1. All activities you undertake while using Kii services must comply with applicable laws and regulations, these Conditions, and various Kii guidelines.

6.3.2. Your use of Kii services must not violate public interest, public morals, or the legitimate interests of others, including actions that interfere with, disrupt, negatively affect, or prevent other Users from using Kii services.

6.3.3. You may not use the services for market manipulation (such as pump and dump schemes, wash trading, self-dealing, front running, quote stuffing, spoofing, or layering, whether or not prohibited by law).

6.3.4. Without the written consent of Kii, the following commercial uses of Kii data are prohibited:

a) Trading services that utilize Kii quotations or market information from the bulletin board.

b) Data feed or streaming services that use any market data from Kii.

c) Any other website/applications/services that charge or profit (including through advertising or referral fees) from market data obtained from Kii.

d) Without prior written consent from Kii, you may not modify, replicate, duplicate, copy, download, store, transmit, broadcast, transfer, disassemble, publish, remove, or alter any copyright statement or label, or license, sublicense, sell, duplicate, design, rent, lease, label, pledge, grant security interests in the properties or any part thereof, or create derivative works, or otherwise exploit any part of the properties.

e) You may not:

i) Use any deep-link, web crawler, bots, spiders, or other automatic devices, programs, scripts, algorithms, or methods, or any similar or equivalent manual processes to access, obtain, copy, or monitor any part of the properties, or replicate or bypass the navigation structure or presentation of Kii services in any way, in order to obtain or attempt to obtain any materials, documents, or information in any way that is not purposefully provided through Kii services;

ii) Attempt to access any part or function of the properties without authorization or connect to Kii services or any Kii server or any other system or network of any Kii service provided through hacking, password mining, or any other illegal or prohibited means.

iii) Probe, scan, or test the vulnerabilities of Kii services or any network connected to the properties or violate any security or authentication measures of Kii services, or any network connected to Kii services.

iv) Perform reverse lookups, track, or seek to obtain information about any other User or visitor of Kii services.

v) Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of Kii services or Kii systems or the infrastructure of any system or network connected to Kii services.

vi) Use any device, software, or routine to interfere with the normal operation of Kii services or any transaction on Kii services or the use of Kii services by any other person.

vii) Falsify headers, impersonate or manipulate any identification to disguise your identity or the origin of any message or transmission you send to Kii or

viii) Illegally use Kii services.

6.4. By accessing Kii Services, you agree that Kii has the right to investigate any violation of these Terms, unilaterally determine whether you have violated these Terms, and take actions under relevant regulations without your consent or prior notice, namely:

a) Block and close order requests.

b) Freeze your account.

c) Report the incident to authorities.

d) Publish the alleged violations and actions taken.

e) Remove any published information deemed to be in violation.

6.5. Notifications within the KYC process and transactions: You are hereby warned that during the KYC process, or at the time of making any transaction, issues may arise, such as non-compliance with national or international regulations, restricted lists, banking restrictions, or insufficient information provided within the KYC that may prevent the transaction from being completed. Consequently, our company cannot be held liable.

6.6. Spot Transactions: By using the Spot Transactions, you acknowledge and agree that you have read, understand, and agree to the Spot Transactions Terms of Use, which shall apply to all Spot Transactions (as that term is defined in the Spot Transactions Terms of Use).

6.7. Fiat Services: By accepting these Terms, you acknowledge and agree that You have read, accepted, and will comply with these Terms, the Legal Notice, the Privacy Policy, and any other Kii Platform Rules related to the Fiat Services;

Kii may partner with any Fiat Partner, and, if applicable, you agree to open an account with Fiat Partners by completing the applicable registration and identity verification for that account and agree to any user agreements, terms and conditions, policies, and procedures or similar documents of any Fiat Partner;

Payments denominated in any fiat currency and made in connection with the Fiat Services may not be canceled, recouped, or refunded, and any request for a chargeback in connection with the Fiat Services involving a Fiat Partner shall be subject to the policies and procedures of such Fiat Partner.

Exchange Difference at the time of settlement to the currency of your choice: You are hereby informed that during the settlement of your digital asset to any type of currency, the same may register some delays in time, taking into account that many actors are involved in such process that do not directly depend on Kii, such as, but not limited to, the confirmation of the transaction by the Blockchain network.

Under the foregoing, you declare that you are aware that at the time of settlement on our platform, the same may yield a TRM reference value. The same will not be definitive, so it may have market fluctuations, which will never be the responsibility of our company.

6.8. Staking Service by Kii: Kii offers a Staking service to provide users with value-added services for their inactive digital assets.

6.9. Participation Programs: Kii may, from time to time, launch specific Digital Currency Participation Programs to reward, according to certain rules, users who hold Digital Currencies in their Kii Accounts. When participating in Participation Programs, you should be aware that:

a) Unless otherwise stipulated by Kii, Participation Programs are free of charge, and Users may conduct commercial transactions during the participation period.

b) Kii does not guarantee Users' income under any Participation Program.

c) Kii has the right to start or terminate the Participation Program for any digital currency or to modify the program rules at its sole discretion.

d) Users must ensure that the sources of the Digital Currencies they hold in Kii Accounts are legitimate and agree to comply with the related laws and regulations. Otherwise, Kii has the right to take necessary measures following these Terms or the Kii platform rules, such as freezing Kii accounts or deducting Digital Currencies awarded to Users who violate the rules of the respective Participation Programs.

6.10. Conversion Service: Some platform features may require the use of Conversion services, allowing Users to buy and sell Digital Assets based on prices provided by Kii.

Some Exchange Platform features, and certain Services offered by Kii may require Automated Conversions to operate as deemed necessary from time to time. Automated Conversions may be necessary when certain Services are provided or when certain Digital Assets are traded; these Conversions will be carried out internally or through Orders.

As long as an Automated Conversion is not related to an auto-sell Order given by the Account Holder, you may freely Operate or Convert between Digital Assets through Automated Conversions as established. By accepting these Terms, you authorize Kii to carry out Automated Conversions and agree that after the execution of an Automated Conversion, you may receive certain specific Digital Assets as determined by Kii, which will be credited to your Account and a balance in the Digital Asset will be displayed.

6.11. USDT Conversion

• Deposits: Unless you opt out of the Designated Stablecoin Conversion when you deposit or receive a Designated Stablecoin into your Kii Account, the amount received will automatically be converted into an equivalent amount of USDT at a 1-to-1 rate.

• Withdrawals: Unless you have opted out of the Designated Stablecoin Conversion, if you have a balance in your Kii Account denominated in USDT, you may be instructed to withdraw the balance from your Kii Account either in USDT or in any Designated Stablecoin.

• When you choose to withdraw a Designated Stablecoin, you will receive an amount equal to your USDT balance, converted into the corresponding Designated Stablecoin at a 1-to-1 rate, minus any applicable withdrawal and transaction fees.

• Exceptions: Kii reserves the right to suspend or terminate the Designated Stablecoin Conversion for any or all Designated Stablecoins at any time without prior notice.

• When necessary, due to market conditions affecting one or more Designated Stablecoins, Kii may adjust the conversion rate used for the conversion of Designated Stablecoins.

• The difference in digital assets at the time of settlement: Different digital assets may experience some market fluctuations between the transaction and the time when the settlement is completed, which may take minutes, hours, or days.

7. Misquotes / Mispricing Allocations

In the rare event that a transaction is executed at an incorrect price due to technical issues, delays in internet connectivity, or positions opened/closed on prices that do not reflect the current market rates at the time of the transaction, Kii reserves the right but is not obligated, to take corrective actions at its discretion. These actions may include adjusting entry or exit prices to align with correct market values or, in certain cases, canceling the transaction entirely. In the case of such a "misquote," Kii will make reasonable efforts to notify you of any such actions via phone, email, or our applications.

8. Responsibilities

8.1. No Specific Warranty: Kii does not represent or warrant that the site, Kii services, or Kii materials are accurate, complete, reliable, current, error-free, or free of viruses or other harmful components. You hereby acknowledge and agree that you have not relied on any other statement or agreement, whether written or oral, regarding your use of and access to Kii services. In that regard, Kii services, its materials, and any product, service, or any other item presented by or on behalf of Kii is provided "as is" and "as available." Consequently, you waive any warranty of any kind, whether express or implied, including, for example, warranties of merchantability, fitness for a particular purpose, title or non-infringement, or warranties arising from the course of performance, course of dealing, or usage of trade. Likewise, you hereby understand and agree that Kii shall not be liable for any loss or damage arising from or related to:

a) Any inaccuracy, defect, or omission of digital asset price data,

b) Any error or delay in the transmission of such data,

c) Interruption of such data,

d) Regular or unscheduled maintenance performed by Kii resulting in service interruptions or changes due to such maintenance,

e) Any damage incurred by actions, omissions, or violations of these terms by other users,

f) Any damage caused by illegal actions of third parties or unauthorized actions by Kii,

g) Other disclaimers mentioned in the waiver and platform rules issued by Kii.

The disclaimer of implied warranties contained herein may not apply to the extent prohibited by the applicable law of the jurisdiction in which you are located.

However, if any clause is deemed inapplicable for being outside the legal framework, this shall not affect the integrity of the contractual relationship between the parties, with the same effect and binding force remaining intact.

8.2. Limitation of Liability: To the maximum extent permitted by applicable law, under no circumstances shall:

8.2.1. Kii or any of its related parties be liable for any direct, indirect, special, incidental, or consequential loss of any kind (including, without limitation, loss of income, business or profits, loss of contract or opportunity, loss of goodwill, loss of anticipated savings, loss of use or data, or damages for business interruption, loss of earnings, moral damage, or any similar loss) arising out of or in any way related to:

a) The use of the Services and/or Applications or otherwise related to these Terms, regardless of the cause of action, whether in contract or tort (including negligence), breach of statutory duty, restitution, or any other legal or equitable basis (even if Kii or any of its related parties has been advised of the possibility of such losses and regardless of whether such losses were foreseeable),

b) Delays or interruptions in the Services, the Exchange Platform, and/or the Applications,

c) Viruses or other malicious software obtained by accessing the Services or Applications,

d) The content, actions, or inactions of third parties,

e) A suspension or other action taken concerning your Account,

f) The need to modify practices, content, or behaviors, or loss or inability to conduct business because of changes to these Terms,

g) Illegal actions and operations by third parties conducted with falsified and/or illegal documents or illegally obtained data.

8.2.2. The total liability of - Kii, whether in contract, tort (including negligence), breach of statutory duty, restitution, or any other legal or equitable basis, arising out of or related to these Terms or the use or inability to use the Services, shall not exceed the total amount paid by you for the particular service that is the subject of the cause of action.

8.2.3. The limitations and exclusions of liability outlined in clause 8.2.1. shall not limit or exclude liability for willful misconduct or gross negligence by Kii, nor shall they limit or exclude any loss for which, as a matter of applicable law, it would be illegal to limit or exclude liability.

8.2.4. We shall not assume any liability for any damage or interruption caused by any computer virus, spyware, or other malware that may affect your computer or other equipment or any phishing, spoofing, or other type of attack. We recommend the regular use of reliable virus and malware detection and prevention software. You should not click on any link if you question the authenticity of a communication purporting to be from Kii. You should access the Applications securely.

You agree to indemnify and hold harmless the Quality Operators, their affiliates, contractors, licensees, and their respective directors, officers, employees, and agents from any claim, action, proceeding, investigation, demand, costs, expenses, and damages (including attorneys' fees, fines, or penalties imposed by any regulatory authority) arising out of or related to:

a) Your use or conduct concerning the Link Services,

b) Your breach or our enforcement of these Terms, or

c) Your violation of any law, regulation, policy, procedure, these terms and conditions, or applicable third-party rights during your use of Kii Services. If you are required to indemnify the Quality Operators, their affiliates, contractors, licensees, and their respective directors, officers, employees, or agents under these Terms, Kii shall have the right, at its sole discretion, to control any action or proceeding and to determine whether Kii wishes to settle, and if so, on what terms.

Please note that all official announcements, news, promotions, contests, and releases are posted on <www.kiiglobal.io>. Users are expected to refer to these materials regularly and promptly. Kii shall not be liable for any compensation if users incur personal losses due to ignorance or negligence of announcements.

9. Suspension or Termination of the Contract

9.1 Suspension of Kii Accounts: You agree that Kii reserves the right to immediately suspend your Kii Account (and any beneficiary account owned by related entities or affiliates), freeze or block the digital assets or funds in all such accounts, and suspend your access to Kii for any reason related to non-compliance with these terms and conditions, our Privacy Policy, or any applicable law and regulation. You agree that Kii shall not be liable to you for any permanent or temporary modification of your Kii Account or the suspension or termination of your access to all or part of the Kii Services. Kii reserves the right to retain and use transaction data or other information related to Kii accounts. The aforementioned account controls may also apply in the following cases:

a) The Kii Account is subject to governmental proceedings, criminal investigation, or other pending litigation.

b) We detect unusual activity in the Kii Account.

c) We detect unauthorized access to the Kii Account.

d) We are required to do so by a court order or by order of a regulatory/government authority.

9.2. Termination of Kii Accounts: In the event of any of the following, Kii has the right to directly terminate these Conditions and cancel your Kii Account and may, but is not obligated to permanently freeze (cancel) the authorizations of your Kii Account on Kii and withdraw the corresponding Kii Account:

a) Once Kii terminates services to you.

b) It is alleged that you have registered or are registering in the name of another person as a Kii User again, directly or indirectly.

c) The information you provided is false, inaccurate, outdated, or incomplete.

d) When these Terms are modified, you refuse to accept the modified Terms by requesting cancellation of your Kii Account or, by other means, you request the termination of Kii Services and

e) Any other circumstance in which Kii deems it necessary to terminate its Services.

If your Kii account is terminated, the account and the transactional information that complies with data retention standards will be securely stored for five years. Additionally, if a transaction is not completed during the account termination process, Kii has the right to notify your counterparty of the situation at that time.

If Kii is informed that any digital asset or fund in your Kii account is stolen or that you are not the rightful owner, Kii may, but is not obligated to, place an administrative hold on the affected funds and your Kii account. If Kii establishes such a hold, it may continue until the dispute is resolved and evidence of resolution is provided to Kii in a form acceptable to Kii. Kii will not engage in such disputes or their resolution. You agree that Kii will not be liable for the hold nor for your inability to withdraw assets or funds or execute transactions during the hold period.

9.3. Remaining Funds After Kii Account Termination: Except as provided in section 9.4 below, once a Kii Account is closed/canceled, any remaining balance (including charges and liabilities owed to Kii) must be immediately paid to Kii. After the payment of all outstanding charges to Kii (if any), Users have five business days to withdraw all assets or funds from the account.

9.4. Remaining Funds After Termination of Kii Account Due to Fraud, Law Violation, or Breach of These Conditions: Kii retains full custody of Digital Assets, funds, and User data/information, which may be returned to governmental authorities in case of account termination/closure due to fraud investigations, law violations, or breaches of these Conditions.

9.5 Inactive Accounts: Kii may provide written notice requiring you to close and withdraw all your Digital Assets from your Kii Account within 30 days of the notice. If you do not comply, Kii may, at its sole discretion and without notice:

a) Consider your Kii account inactive.

b) Close any open position in any Kii product.

c) Convert the Digital Assets to a different type of Digital Asset. To avoid any doubt, none of the Kii Operators will be liable for any loss of profits, tax liabilities, or any other loss, damage, or expense incurred as a result of the conversion.

d) Transfer the inactive account (including the Digital Assets contained therein) to an affiliate of the Kii Operators, any third-party custodian, or an isolated wallet as deemed reasonably necessary by Kii. If the transfer has been made, you are entitled to recover your digital assets according to Kii verification requirements, including completing know-your-customer procedures.

e) Charge an inactive account fee to cover the cost of asset maintenance by Kii Operators, affiliates, or any third party, to be withdrawn directly from the inactive account every month and

f) Close an inactive account at any time, and Kii will not be liable for any loss, damage, or expense incurred due to the closure of an inactive account unless there is fraud or deliberate breach by Kii. The assets from these inactive accounts will be transferred in accordance with section (d) of clause 9.5. After closing an inactive account, it cannot be reactivated (i.e., you will have to register a new Kii account if you wish to continue using Kii services).

9.6 No Financial Advice: Kii is not your broker, intermediary, agent, or advisor, and has no fiduciary relationship or obligation with you regarding any trades or other decisions or activities you perform using Kii Services. No communication or information provided to you by Kii is intended, nor shall it be considered or interpreted as investment advice, financial advice, trading advice, or any other form of advice. Unless otherwise specified in these Conditions, all trades are executed automatically based on Order instructions and in accordance with logged trade execution procedures, and you are solely responsible for determining whether any investment, investment strategy, or related transaction is appropriate for you, according to your personal investment goals, financial circumstances, and risk tolerance. You will bear full responsibility for any losses or liabilities arising from it. You should consult legal or tax professionals regarding your specific situation. Kii does not recommend that you buy, earn, sell, or hold any digital asset. Before deciding to buy, sell, or hold any digital asset, you should perform your due diligence and consult your financial advisors before making any investment decisions. Kii will not be liable for any decisions you make to buy, sell, or hold digital assets based on information provided by Kii.

9.7. Compliance with Local Laws: It is the User's responsibility to comply with local laws regarding the legitimate use of Kii Services in their local jurisdiction, as well as other applicable laws and regulations. Users should also consider, to the extent required by their local laws, all aspects of taxation, withholding, reporting, and submission to their corresponding tax authorities.

All users of Kii services acknowledge and declare that their funds come from legitimate sources and are not derived from illegal activities; users agree that Kii will require them to provide or otherwise collect the necessary information and materials as per relevant laws or decrees to verify the legitimacy of the sources and use of their funds. Kii maintains a cooperative stance with law enforcement authorities worldwide and will not hesitate to seize, freeze, and cancel the accounts and funds of Users under legal investigation.

You acknowledge that it is mandatory to comply with local rules where the operation takes place. Therefore, Kii shall not be responsible for any delay or cancellation of transactions resulting from such non-compliance.

10. General Matters to Consider:

10.1. To clarify, Kii GLOBAL is a company based in Calle 93 No. 13-42 oficina 308, Bogotá, Colombia, and is registered under the NIT 901.470.651-9 for identification purposes.

10.2. As a user, you hereby acknowledge that your account may be suspended in the event of any dispute arising from the use of Kii services. This suspension will remain in effect until the dispute is resolved.

10.3. In the process of settling digital asset-to-digital asset or digital asset-to-fiat currency transactions, the settlement may be suspended, your funds may be frozen, or there may be delays in the final settlement. Since our platform is not a custodian of funds, an administrator of those resources, or the final settlement agent, these issues cannot be considered our company's responsibility.

10.4. All transactions are subject to withholdings or deductions for national or international tax purposes, as well as commissions. In the event of any error in the calculation of these, you, as a user, hereby accept that Kii may collect such amounts and offset any balances owed to the client.

10.5. There may occasionally be maintenance windows for some platforms or network providers that cause internet connection unavailability. Therefore, Kii cannot be held responsible for any interruptions that occur during the transaction or settlement process of a digital asset.

10.6. Kii will not be held responsible for malicious actions by actors attempting to distort the market or inflate prices.

11. Representations and Warranties

You represent and warrant to Kii on (i) the registration date for Kii Services by registering to access, download, use, or accept by clicking on the "I accept terms and conditions" option to agree to the services of Kii, which governs the use of Kii https://kiiex.io and any website associated with it (hereinafter, the "Website"), the use of any Kii application for mobile phones, tablets, and other smart devices (hereinafter, the "application"), the website, the application, and the services are collectively defined as the "platform", (ii) the date of each use of any Kii Services, and (iii) the date of each order placed as part of Kii Services:

11.1. You, (A) If are a legal entity, you are duly incorporated and in good standing in accordance with the laws of Colombia or the country in which the Kii Services are used, and (B) have the capacity and have all necessary authorizations to enter into, deliver, perform your obligations, and consummate the transactions contemplated under these Terms and the Kii Services.

11.2. The acceptance of these Terms and use of Kii Services have been duly authorized and: (A) when you are a legal entity, does not conflict with the terms of its bylaws, corporate documents, or contracts under which it was formed or which regulate its operation or governance; (B) does not conflict with, or result in a violation or contradiction of any authorization, permit, license or order, mandate, resolution, judgment, award, or decree of any governmental or judicial authority to which it or its assets are subject; (C) does not violate applicable law; and (D) does not conflict with, or otherwise result in a violation or contradiction with any contract or agreement (preliminary or definitive) to which you are a party or to which your assets are subject.

11.3. You have obtained all permits, authorizations, and franchises from government authorities that you need to carry out the activities contemplated in these Terms and the use of Kii Services.

11.4. You declare that your execution and acceptance of these Terms constitute a valid, enforceable, and binding legal obligation to you.

11.5. You are not aware of the existence of any pending suits, claims, disputes, proceedings, actions, recourses, appeals, demands, or disputes, or that, to the best of your knowledge, may arise before any jurisdiction, in arbitration, or before any governmental authority, which seek to affect or are otherwise related to these Terms or the use of Kii Services or which could reasonably be expected to negatively affect the existence, validity or enforceability of these Terms and your use of Kii Services.

11.6. Immediately prior to the date of your use of any of the Kii Services, you are the sole record and beneficial owner of, owns, and has good and marketable title to and the legal right and power to exchange and deliver and assets that are to be the subject of Kii Services used, free and clear of any liens, charges, encumbrances, security interests, option, claim, pledge, seizure, conditions subsequent, pre-emptive right, or any other agreements, decisions, pre-emptive measures or law that impose restriction on title, use, receipt of proceeds, disposition, transfer or exercise of any other attribute of ownership, including options, tag-along or co-sale right or any similar option or right (the "Encumbrances"). As of the date of the use of any of the Kii Services, there is no judicial, arbitration or administrative proceeding affecting the ownership, absence of Encumbrances, or possession of the relevant assets subject of the Kii Services, nor are there any facts or circumstances that could lead to the initiation of a ruling or proceeding with the aforementioned effects or characteristics.

11.7. On the date of your use of any of the Kii Services, all assets subject of Kii Services are transferred to Kii and held by Kii in your Kii Account or Kii Fiat Account, depending on the type of asset, resulting in Kii being the custodian of such assets, while you remain the owner of such assets at all times. , You also declare that, on the date of your use of any of the Kii Services, such assets are free and clear of any Encumbrances and have been validly issued, obtained and purchased, and are fully paid and non-assessable.

11.8. You, and if you are a legal entity, your Affiliates and, to the best of your knowledge, your respective directors, officers, employees, agents and representatives, are, and will be for the duration of these Terms and your use of any Kii Services, in compliance with trade control laws and regulations in Colombia, the United States of America and any other jurisdiction in which, or in connection with which, you, and if you are a legal entity, your Affiliates, conduct business, AML Laws, AT Laws, ACL and CTF Laws, and Sanctions, in all respects.

11.9. Without limiting the generality of numeral 11.8 above, you, and if you are a legal entity, your Affiliates, and to the best of your knowledge, your officers, directors or administrators, have not:

a) engaged in, offered, promised, accepted, received, authorized, or agreed to any payment or offer of money, goods, services, or other consideration, directly or indirectly, to any person, including a public official, to improperly influence any act or decision of a public official, improperly induce a public official to do or omit to do an act in relation to his or her lawful duty, induce a public official to improperly influence any act or decision of any governmental authority, or induce or reward any person for improper performance of any activity in connection with the person's employment;

b) engaged in any dealings, activities, or transactions with or involving any individual or entity on a Restrictive List, or any activities or conduct that violates or may violate any ACL, AML Laws, AT Laws or CTF Laws, or any Sanctions;

c) been the subject (individually or collectively) of any actual or threatened action, suit, proceeding, claim, dispute or investigation before any governmental or judicial authority regarding any potential or actual violation of any ACL, AML Laws, AT Laws, CTF Laws or any Sanctions; or

d) been charged or convicted of committing a crime or been the subject or target of Sanctions, or has engaged in commercial relationships with individuals or entities that are the subject or target of Sanctions or identified on a Restrictive List, or has engaged in commercial relationships with individuals or entities domiciled, established, or created in jurisdictions that are the subject of comprehensive Sanctions, including but not limited to the governmental authorities of such jurisdictions.

11.10. You agree to indemnify and hold harmless Kii and its Affiliates, as well as officers, directors, employees, and agents of any of the foregoing (together, the "Indemnified Persons"), from and against any and all loss, damage, liability or expense, including reasonable costs, attorneys' fees and disbursements, which an Indemnified Person may incur by reason of, or in connection with, any representation or warranty made in these Terms not having been true, correct and complete when made, or any misrepresentation made by you or any failure by you to fulfill any of the covenants or agreements set forth in these Terms or any other document or information provided to Kii for your use of any of the Kii Services, or any violation of these Terms. This includes, but it is not limited to, representations or warranties made in connection to your obligations to conduct and comply with AML Laws, KYC Laws, ACL, AT Laws, CTF Laws and other compliance obligations under these Terms and the applicable Law, with respect to third parties from which you have received assets which are then subject to any of the Kii Services. This indemnity obligation in addition to any other indemnity obligation included in these Terms and Kii Services.

11.11. Specific AML/ACL Covenants: In addition to any other obligations contemplated elsewhere in these Terms and applicable law, so long as these Terms are in force, you, and if applicable, each of your Affiliates:

a) Shall comply and cause your Affiliates and your and their respective directors, officers, employees, agents and representatives, to comply with trade control laws and regulations in Colombia, the United States of America, the Cayman Islands and any other jurisdiction in which or in connection with which you and your Affiliates conduct business, ACL, AML Laws, AT Laws, CTF Laws, and Sanctions in all respects.

b) Shall, and cause your Affiliates and your and their respective directors, officers, employees, agents and representatives to, at all times maintain in effect policies and procedures reasonably designed to ensure compliance by it and its directors, officers, employees, agents and representatives with trade control laws and regulations in Colombia, the United States of America, the Cayman Islands and any other jurisdiction in which or in connection with which you or your Affiliates conduct business, AML Laws, ACL, AT Laws, CTF Laws, and Sanctions (an "Internal Compliance Program").

c) Shall, and cause your Affiliates and your and their respective directors, officers, employees, agents and representatives to, support Kii's compliance with trade control laws and regulations in Colombia, the United States of America, the Cayman Islands and any other jurisdiction in which or in connection with which, Kii and its Affiliates, conduct business, ACL, AML Laws, AT Laws, CFT Laws, and Sanctions, by promptly providing Kii or any person designated thereby with information requested regarding your Internal Compliance Program, including upon reasonable request providing KYC information and other information and documentation as may be requested by Kii with respect to compliance with the above.

d) Shall not use or make available, and cause your Affiliates and your and their respective directors, officers, employees, agents and representatives not to use or make available, directly or indirectly, any proceeds or services derived from or related to the use of any of the Kii Services for the benefit of any individual or entity (i) identified on a Restricted List; (ii) that is an Affiliated entity to, or acts on behalf of or for the benefit of, any individual or entity identified on a Restricted List; (iii) located, organized, or domiciled in, or that is a Sanctioned Country; or (iv) in any manner that would cause a violation by Kii or you of trade control laws and regulations in Colombia, the United States of America, the Cayman Islands and any other jurisdiction in which or in connection with which you or your Affiliates conduct business, ACL, AML Laws, AT Laws, CTF Laws, or Sanctions.

e) Shall not, and cause your Affiliates and your and their respective directors, officers, employees, agents and representatives not to, directly or indirectly, fund the acquisition or purchase of assets to be used with or be the subject of Kii Services out of proceeds derived from any activities or transactions involving any parties identified on a Restrictive List or from any activities or transactions that violate ACL, AML Laws, AT Laws, CTF Laws, or Sanctions.

f) Upon Kii's request, you shall, and cause your Affiliates and your and their respective directors, officers, employees, agents and representatives to, promptly submit a written certificate signed by its authorized representative, certifying compliance with the obligations assumed by you under these Agreement.

g) You shall, and cause your Affiliates and your and their respective directors, officers, employees, agents and representatives to, immediately notify Kii in writing in the event you or they become unable to comply with any of the provisions of these Terms.

12. CONFIDENTIALITY

12.1. For the duration of these Terms with respect to you and during the use of any Kii Services by you, and for two years thereafter, each Party agrees to keep confidential, not disclose to third parties, and not use for purposes other than those under these Terms and the Kii Services, any and all information provided by the other Party in connection with, and in the course of, these Terms and your use of and Kii Services, before, during, or after your acceptance of these Terms, whether or not it is marked as "confidential" (the "Confidential Information"). This obligation shall also extend to any person or entity who acts on either Party's behalf in the performance of these Terms and your use of any Kii Services. Each Party shall take appropriate measures to ensure that such persons and employees or consultants to which they are validly disclosed hereunder to comply with the obligations set forth herein.

12.2. Confidentiality Exceptions. The confidentiality obligations with regards to Confidential Information and the restrictions on its use shall not exist or shall cease if: (i) the receiving Party already knew it before it was disclosed by the other Party, provided that it had obtained it freely without any restrictions and legitimately; (ii) it is lawfully received from a third party who has the right to disclose it without restrictions; or (iii) it becomes publicly available without the breach of these Terms.

12.3. Exceptional disclosure. A Party may disclose Confidential Information of the other Party or that related to the existence or content of these Terms and Kii Services to the extent necessary to (i) comply with a legal requirement of a competent authority, provided that, in such case and to the extent legally permissible, it shall inform the other Party of such request prior to its disclosure, so that the other Party has the opportunity to defend, limit or protect the Confidential Information, (ii) comply with a requirement from Kii by Kii's own determination, at its own discretion, to make a voluntary report or self-disclosure to a competent authority, or (iii) demand or enforce its rights or obligations under these Terms or your use of Kii Services.

12.4. Other Confidentiality Obligations. Notwithstanding the foregoing, each Party undertakes to:

a) Refrain from disclosing the Confidential Information to any third party, except otherwise indicated herein.

b) Use Confidential Information solely for the purpose of fulfilling its obligations or enforcing its rights under these Terms.

c) Limit the disclosure of Confidential Information only to those employees or consultants who necessarily need to know it to perform their contractual obligations, and inform them of the nature and existence of these Terms and the application thereof.

d) Once the Confidential Information is no longer necessary to fulfill an obligation arising from these Terms, it must return or destroy it if so requested by the disclosing Party, to the extent legally possible.

e) Notify any disclosure or misuse of Confidential Information and assist in curing such situation.

12.5 Property. All information shared with the receiving Party shall remain the exclusive property of the disclosing Party. The provision of information does not grant, either expressly or implicitly, authorization, permission or license to use distinctive signs, trademarks, patents, copyrights or any other intellectual property right. The provision to the receiving Party of databases, drawings, graphics, images and photographs, text, audio, video files and software owned by the disclosing Party or its suppliers does not imply, in any case, the transfer of ownership or the granting of any intellectual property rights in favor of the receiving Party. Any use of intellectual property rights without the authorization of the disclosing Party is prohibited, including their exploitation, reproduction, dissemination, transformation, distribution, transmission by any means, subsequent publication, exhibition, public communication or total or partial representation. Any such activities performed without the disclosing Party's consent will constitute a breach of these Terms and an infringement of the disclosing Party's intellectual property rights.

13. Dispute Resolution: Forum, Arbitration, Class Action Waiver

PLEASE READ THIS CLAUSE CAREFULLY, AS IT CONTAINS PROVISIONS, INCLUDING THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, THAT AFFECT YOUR LEGAL RIGHTS. THIS CLAUSE REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH Kii AND LIMITS HOW YOU MAY SEEK RELIEF FROM US.

13.1. Binding Arbitration. Except for any dispute, claim, legal action, cause of action, demand, or proceeding (collectively, "Disputes") in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, but not limited to, copyrights, trademarks, trade names, logos, trade secrets, or patents, you (i) waive your respective rights, and the rights of - Kii, to resolve any Dispute arising out of or related to these Terms in court, and (ii) waive your respective rights, and the rights of - Kii, to a jury trial. Instead, you and Kii will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more individuals who are responsible for reviewing the Dispute and making a final and binding decision to resolve it, rather than the Dispute being decided by a judge or jury in court).

13.2. No Collective Arbitrations, Class Actions, or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and Kii and will be resolved solely through individual arbitration and will not be brought as a collective arbitration, class action, or any other type of representative proceeding. There will be no collective arbitration or arbitration in which an individual seeks to resolve a Dispute as a representative of another person or group of people. Furthermore, a Dispute may not be brought as a class action or any other type of representative action, whether inside or outside of arbitration or on behalf of any other individual or group of individuals.

13.3. Arbitration Rules. Any dispute arising out of or in connection with these Terms, including any questions regarding its existence, validity, or termination, shall be referred to and finally resolved through arbitration. The arbitration tribunal shall operate under the Arbitration and Conciliation Centre of the Bogota Chamber of Commerce, in Bogota D.C., Colombia ("CCB") and governed by its arbitration rules, but with preference for the following provisions:

a) The arbitration tribunal shall consist of one (1) arbitrator, who shall be appointed by mutual agreement of the Parties. In the absence of an agreement between the Parties regarding the appointment of the arbitrator within ten (10) Business Days following the request for arbitration by either Party, the Parties expressly delegate this authority to the CCB for it to select the arbitrator by draw.

b) The arbitration tribunal shall decide in accordance with the law, applying the laws of the Republic of Colombia.

c) The arbitration tribunal shall have its seat at the facilities of the Arbitration and Conciliation Center of the CCB, and in the city of Bogota D.C., Colombia.

d) The arbitration tribunal's secretariat shall be managed by a member of the official secretariat list of the Arbitration and Conciliation Center of the CCB.

13.4 Notice; Informal Dispute Resolution. Each Party will notify the other in writing of any Dispute within 30 days of the date it arises so that the Parties can attempt in good faith to resolve the Dispute informally. A notice to Kii will be made via <www.kiiglobal.io>, and must include (i) your name, address, email address, and phone number, (ii) a reasonably detailed description of the nature or basis of the Dispute, and (iii) the specific relief sought. Notices sent to you will be sent to the email address you provided when opening your account. If you and Kii cannot agree on how to resolve the Dispute within thirty (30) days after the date the respective Party receives the notice, then either you or Kii may initiate arbitration proceedings or, to the extent specifically provided in this Clause 13, file a claim in court.

13.5. Arbitration Authority. These Terms, the applicable Rules, and the arbitrator will have (i) exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including determining whether a Dispute is subject to arbitration, and (ii) authority to grant any remedy that would otherwise be available in court. However, the arbitrator does not have the authority to conduct a collective arbitration or representative action, as this is prohibited by these Terms. The arbitrator may only conduct individual arbitration and cannot consolidate the claims of more than one individual, preside over any type of representative or collective proceeding, or preside over any proceeding involving more than one individual.