Terms of Service

Last Updated: August 6, 2026

Platform Terms of Service

Institutional / Business Client Onboarding — Kem Business

1. About these Terms

1.1 These Platform Terms of Service (the “Platform Terms”) govern the Client’s access to and use of the Platform operated by Kem Bahrain W.L.L. (“Kem”). They form part of the Onboarding Documents and are incorporated into the Master Services Agreement (the “Agreement”) between Kem and the Client.

1.2 Capitalised terms used but not defined in these Platform Terms have the meaning given in the Agreement. In the event of conflict, the order of precedence in the Agreement applies.

1.3 Kem is licensed by the Central Bank of Bahrain (“CBB”) as a Category 2 Crypto-Asset Services Provider and provides the Services in accordance with the CRA Module and other applicable CBB requirements.

2. Eligibility and Access

2.1 The Platform is made available to business and institutional clients only. Access is conditional on the Client having completed onboarding, executed the AML Undertaking, and been accepted by Kem, as set out in the Agreement.

2.2 The Client may grant access to the Platform only to its Authorised Signatories and to users it has notified to, and which have been accepted by, Kem. The Client is responsible for all use of the Platform under its Client Account.

3. Scope of the Services

3.1 Through the Platform, Kem provides the Regulated Crypto-Asset Services within the scope of its Category 2 licence, which may include the reception and transmission of Instructions, execution or facilitation of the buying, selling, sending and conversion of Crypto-Assets, and related services, as further described in the Agreement and the Schedules.

3.2 Kem may add, modify, suspend or withdraw Platform features subject to applicable regulatory requirements, giving reasonable notice of material changes where practicable. Kem does not provide investment, tax or legal advice through the Platform.

4. Instructions, Orders, Execution and Settlement

4.1 Kem may act on any Instruction it reasonably believes to be given by an Authorised Signatory. The Client is responsible for the accuracy and completeness of its Instructions. Kem may decline, delay or reverse an Instruction where required by law or regulation, or where it has concerns as to authority, authenticity, legality, Sanctions or financial-crime risk.

4.2 Pricing, fees and applicable spreads are disclosed before a transaction is confirmed, in accordance with the CRA Module. A transaction is confirmed on blockchain validation or payment confirmation, as applicable.

4.3 The Client acknowledges that on-chain transactions are generally irreversible, that execution timing and price may be affected by market, liquidity and network conditions, and that Kem does not guarantee execution at any particular price or time.

4.4 Kem will handle and execute Instructions in accordance with its order-handling and execution arrangements under the CRA Module, and will act honestly, fairly and professionally in the Client’s best interests so far as required by those arrangements.

5. Fees

5.1 The Client pays the Fees set out in the Fee Schedule. Kem may deduct Fees from the Client Account and may amend the Fee Schedule in accordance with the Agreement. Fees are exclusive of taxes unless stated otherwise.

6. Safeguarding of Client Crypto-Assets

6.1 Kem maintains controls designed to safeguard Client Assets in accordance with the CRA Module. Client Assets are:

(a) recorded separately from Kem’s proprietary assets;

(b) subject to internal ledger reconciliation; and

(c) not treated as assets of Kem for its corporate purposes.

6.2 Client Assets may be held in segregated blockchain wallet addresses or through one or more Custodians. Where a Custodian is used, Kem conducts due diligence and ongoing monitoring of that Custodian.

6.3 In the event of Kem’s insolvency, Client Assets held in segregated arrangements are intended to be treated separately from Kem’s corporate assets, and the Client remains the beneficial owner of its Client Assets, subject to blockchain and custodial constraints. Recovery may be subject to technical, legal, custodial or regulatory limitations.

6.4 Except where the Client expressly authorises a particular feature, Kem will not use, rehypothecate, lend or pledge Client Assets for its own account.

7. Optional Yield-Access and Third-Party Protocol Features

7.1 Kem may, subject to its regulatory permissions and internal risk assessment, make available optional features that enable user-directed interaction with third-party decentralised finance (DeFi) or other crypto-asset protocols that may generate variable on-chain rewards (the “Optional Features”). Optional Features require the Client’s explicit opt-in

7.2 In relation to any Optional Feature, Kem does not operate, manage, control or guarantee any third-party protocol, and does not act as investment manager, fund manager, deposit-taker or collective investment scheme operator. Kem acts solely as a technical facilitator enabling Client-directed interaction, does not pool Client Assets for collective investment, and does not exercise discretionary management over Client allocations.

7.3 Assets allocated to an Optional Feature are not deposits, are not savings accounts, are not protected by any deposit guarantee scheme, and do not constitute bank deposits or regulated securities. Any yield displayed is variable, depends entirely on third-party protocol performance, is subject to market conditions and is not guaranteed.

7.4 By using an Optional Feature, the Client acknowledges and accepts smart-contract risk, protocol-failure risk, liquidity risk, counterparty exposure, de-pegging risk, regulatory-intervention risk, market volatility, and the risk of total or partial loss. Kem may suspend or terminate an Optional Feature where required by regulatory instruction, where risk conditions change materially, or where safeguarding concerns arise, giving reasonable notice where practicable.

8. Card Services

8.1 Kem may make available payment card services that allow the Client and its authorised users to make payments and related transactions funded from the Client Account (the “Card Services”). The Card Services are offered in partnership with a third-party card issuing partner (the “Issuing Partner”) and operated under the rules of the applicable card scheme.

8.2 Cards used in connection with the Card Services are issued by the Issuing Partner, not by Kem. Kem acts as a programme partner facilitating access to the Card Services and is not the card issuer. The Issuing Partner is responsible for issuing and operating the cards in accordance with its own licence, the card scheme rules and applicable law.

8.3 The Card Services are subject to separate card programme terms and conditions (including any cardholder agreement, fees, limits and eligibility criteria), which apply in addition to these Platform Terms and the Agreement. Those terms, together with details of eligibility, features, limits and fees, are made available at kemapp.io. The Client and its authorised users must review and accept the applicable card programme terms before using the Card Services.

8.4 Availability of the Card Services is subject to onboarding, eligibility and acceptance by Kem and the Issuing Partner, and to applicable regulatory requirements. The Card Services may not be available in all jurisdictions and may be added, changed, suspended or withdrawn.

8.5 Where a card transaction is funded by the sale or conversion of Crypto-Assets, the Client acknowledges that the amount required may be affected by market price, spreads and timing, and that conversion or on-chain steps may apply before a transaction settles. Fees for the Card Services are as set out in the Fee Schedule or as published at kemapp.io.

8.6 The Client’s use of the Card Services is subject to the same anti-money laundering, Sanctions and compliance provisions as the rest of the Platform. Kem or the Issuing Partner may decline, delay, block, freeze or reverse a card transaction, or suspend or terminate the Card Services, where required to meet legal or regulatory obligations, to manage financial-crime or fraud risk, or in accordance with the card scheme rules.

8.7 To the extent of any conflict between this section and the applicable card programme terms as to the operation of the cards themselves, the card programme terms prevail; as to the relationship between the Client and Kem, the Agreement and these Platform Terms prevail.

9. Off-Ramp (Crypto-to-Fiat) Services

9.1 The Platform may allow the Client to convert Crypto-Assets into fiat currency and receive the proceeds (the “Off-Ramp Services”). The Off-Ramp Services may be provided in whole or in part through one or more third-party vendors, payment providers or liquidity partners (each a “Third-Party Vendor”).

9.2 Where the Off-Ramp Services are provided through a Third-Party Vendor, the conversion and payout are executed by that Third-Party Vendor, subject to its own terms, controls and processing times. Kem facilitates access to the Off-Ramp Services and, except as required by applicable law, is not responsible for the acts or omissions of a Third-Party Vendor.

9.3 Any rate or amount shown before execution is indicative only. The amount of fiat currency received depends on the rate applied at execution, applicable spreads and fees, and market conditions, and may differ from any indicative quote. Off-ramp payouts may be subject to verification, limits, timing, and the processing arrangements of banks and payment providers.

9.4 Before an off-ramp transaction is confirmed, the Client is shown the following disclosure:

“The final rate is set at execution by the third party vendor and may differ from the indicative quote shown above. You will receive a confirmed rate on your receipt.”

9.5 The Off-Ramp Services are subject to the same anti-money laundering, Sanctions and compliance provisions as the rest of the Platform. Kem or the Third-Party Vendor may decline, delay, hold or reverse an off-ramp transaction, or request additional information, where required to meet legal or regulatory obligations or to manage financial-crime or fraud risk. Fees for the Off-Ramp Services are as set out in the Fee Schedule or as disclosed before execution.

10. Client Obligations and Acceptable Use

10.1 The Client must not: (a) use the Platform for any unlawful purpose, including money laundering, terrorist financing, Sanctions evasion, fraud or market abuse; (b) provide false or misleading information; (c) infringe Kem’s or any third party’s intellectual property; or (d) attempt to gain unauthorised access to, or interfere with, the Platform.

10.2 The Client must keep its credentials secure, maintain appropriate controls over its Authorised Signatories and users, and notify Kem without undue delay of any suspected unauthorised access or security incident affecting its Client Account.

11. Anti-Money Laundering, Sanctions and Compliance

11.1 The Client’s use of the Platform is subject to the AML Undertaking and to Kem’s obligations under the AML Module. Kem carries out ongoing monitoring and screening against Sanctions, PEP and adverse-media databases, and may request information at any time on a risk-sensitive basis.

11.2 Kem may delay, block, freeze, decline, reverse or report any transaction, and may suspend or close the Client Account, where required to meet its legal or regulatory obligations, and may be prohibited from disclosing the reason for doing so.

12. Security and Operational Risk

12.1 Kem maintains technology governance and cyber-security controls proportionate to operational risk in accordance with the CRA Module. Despite these measures, the Client acknowledges that blockchain transactions are irreversible, that Crypto-Assets are subject to cyber risk, and that technological failures may occur.

13. Risk Disclosure

13.1 Crypto-Assets are high-risk. Their value can be volatile and may fall as well as rise. The Client may lose some or all of the value of its Client Assets. The Client confirms that it understands the nature and risks of Crypto-Assets and the Services and that it has the experience and resources to bear those risks. 14. Intellectual Property

14.1 All content and materials on the Platform, including text, images and trademarks, are the intellectual property of Kem Technologies Holding Ltd. or its licensors, or are licensed to Kem. The Client is granted a limited, non-exclusive, non-transferable right to use the Platform for the purposes of the Services. Unauthorised reproduction or distribution is prohibited.

15. Liability

15.1 Kem’s liability in connection with the Platform and the Services is governed by, and subject to the limitations and exclusions in, the Agreement.

16. Suspension and Termination

16.1 Kem may suspend or terminate access to the Platform in accordance with the Agreement, including where required by law or regulation, where it suspects unlawful activity, or where the Client is in material breach.

17. Amendments

17.1 Kem may amend these Platform Terms in accordance with the CRA Module and the Agreement, giving the Client reasonable notice of material changes. Continued use of the Platform after the effective date of a change constitutes acceptance of the amended Platform Terms.

18. Severability

18.1 If any provision or part-provision of these Platform Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the provision or part-provision shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the rest of these Platform Terms.

19. Governing Law

19.1 These Platform Terms are governed by the laws of the Kingdom of Bahrain and subject to the dispute-resolution provisions of the Agreement. Questions about these Platform Terms may be directed to [email protected].