# Terms of Service

***Final Update:** September 17, 2025*

These Spoon Finance Terms of Service (the "**Terms**") constitute a legally binding agreement between you and Spoon Finance Ltd. ("**Spoon Finance**", "**Company**", "**our**" or "**we**"). These Terms apply to your use of the account in connection with the Services.

By registering an account, accessing the Platform, using the Services and/or holding Spoon Finance Assets, you are deemed to have read, understood and agreed to these Terms and any additional documents or conditions referenced herein (including the Risk Disclosure Statement and Privacy Policy). You acknowledge and agree to comply with these Terms as they may be updated and modified from time to time. If you do not understand and agree to all contents of these Terms, you are prohibited from registering an account, accessing or using the Platform or Services.

We reserve the right, in our sole discretion, to modify, supplement or replace any part of these Terms at any time. You agree that you are not required to provide new consideration when we modify, supplement or replace any part of these Terms. We will endeavor to notify you of changes by updating the revised Terms through the website or Platform, changing the "Final Update" date on this page, or by providing direct notice of such changes to you. All changes to these Terms shall take effect immediately upon posting on the website or Platform or upon direct notice to you, whichever is earlier. We recommend that you review these Terms frequently to understand the Terms applicable to your access to and use of the Services.

**ARBITRATION NOTICE:** These Terms contain an arbitration clause. Except for certain types of disputes, you and we agree to resolve all disputes related to the Services through mandatory binding arbitration, and you waive your right to participate in a jury trial or class action.

### 1. Agreement to Terms

### 1.1 Binding Agreement

By using the Services, you confirm that you have read, understood and agree to these Terms. If you do not agree to these Terms, please discontinue use of the Services.

### 1.2 Incorporation of Related Documents

Your use of the Services is governed by these Terms together with the Risk Disclosures and Privacy Policy, which are incorporated herein by reference.

### 2. Modification of Terms

### 2.1 Right to Modify

We reserve the right to modify, change or update these Terms at our discretion. All changes take effect immediately upon posting to the Product, and the "Final Update" date will reflect modifications. We may also notify you of modifications through email, pop-up notifications, or announcements within or through the Product. It is your responsibility to review updated Terms, and continued use of the Product constitutes acceptance of the changes.

### 2.2 Continued Use

If you continue to use the Product after modifications, you are deemed to agree to the updated Terms. You must discontinue use of the Product if you do not agree to the changes.

### 2.3 Prospective Application

Modifications to these Terms are prospective only. If modifications are deemed unenforceable, they will be applied to the extent enforceable without affecting other provisions.

### 3. Product Services

### 3.1 Services Provided

If you have an eligible account, you may use the following services on the Platform:

* Digital asset staking
* Yield generation services
* Asset deposit and withdrawal
* Real-time staking status monitoring

The Product includes the spoon finance and app.spoon.finance websites and related applications, interfaces, integrations and tools. As described in more detail below, the Protocol is a decentralized finance (DeFi) application for staking Kaia network-based, Xpla network-based or other network-based cryptographic assets. The Product provides user interfaces and other means of interacting with the Protocol but does not include the Protocol itself. Neither the Company nor the Product manages or controls transactions or assets using the Protocol.

### 3.2 Understanding and Accepting Risk Disclosure Policy is Your Responsibility

Before using the Product or Protocol, please carefully review the Risk Disclosure document. This document outlines significant risks associated with decentralized finance applications, blockchain technology and digital assets. By using the Product and Protocol, you confirm that you have read, understood and accepted the risks set forth in the Risk Disclosure. We disclaim all liability for losses arising from these inherent risks, including but not limited to smart contract vulnerabilities, market volatility, and unexpected interactions with other blockchain protocols, services and products. Your continued use of the Product and Protocol signifies your agreement to assume these risks and comply with the conditions set forth in the Risk Disclosure.

### 3.3 Protocol Independence

The Protocol is an autonomous, decentralized application managed by us. The Protocol operates on Kaia network-based, Xpla network-based or other blockchain or network and is not managed, controlled or operated by the Company. We disclaim all responsibility for the operation, performance or security of the Protocol. Users are responsible for reviewing and understanding all updates, forks or modifications to the Protocol before interacting with the Protocol. The Company shall not be liable for any actions based on outdated or inaccurate information.

### 3.4 User Responsibility

Users are solely responsible for their interactions with the Product and Protocol and all transactions arising therefrom. Users must understand the decentralized nature of the Product and Protocol and the inherent risks associated with blockchain technology.

To the maximum extent permitted by law, we disclaim all liability for any direct or indirect damages, losses or costs arising from your use of the Product or Protocol. This includes but is not limited to:

* Actions of third parties, including other users or external attackers
* Unauthorized access to or use of your account or digital assets
* Interruption, suspension or termination of the Product, whether intentional or unintentional
* Errors, omissions or delays in transmission or delivery of information
* Inclusion of personal data in blockchain transactions that the Company cannot modify or delete
* Your failure to comply with these Terms, including misuse of the Product

The Company's total liability for all claims shall not exceed the greater of (i) $1,000 or (ii) the total fees paid to the Company for use of the Product during the 12 months prior to the event giving rise to the claim, in direct damages. The Company shall not be liable for any damages arising from software bugs, vulnerabilities or failures of components or smart contracts related to the Product or Protocol. You acknowledge that the Product operates on an experimental basis and that unexpected problems may arise that the Company cannot predict or mitigate. The Company also disclaims all liability for interruptions or errors caused by third-party service providers, such as those related to blockchain infrastructure or network access. To the maximum extent permitted by law, all other warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose and non-infringement, are expressly disclaimed. The Product and Protocol are provided "as is" and "as available" and you use them entirely at your own risk.

### 3.5 No Warranty for Product or Protocol

The Company makes no express or implied representations or warranties regarding the security, reliability, functionality or availability of the Product and Protocol. Users acknowledge that the Product and Protocol operate independently of the Company, that the Company has no control over the Product or Protocol and is not responsible for bugs, vulnerabilities or errors in the Product or Protocol. Users are solely responsible for understanding the risks that may arise when interacting with the Product and Protocol, including potential losses due to changes, forks or errors in smart contracts.

The Company cannot guarantee that the Product or Protocol is safe from cyber attacks, viruses or other malicious code that may result in unauthorized access to or loss of digital assets. By using the Product, you acknowledge and agree that the Company shall not be liable for any damages or losses arising from denial of service attacks, viruses or other forms of cyber attacks. Furthermore, the Company shall not be liable for any losses arising from phishing attacks, social engineering or other fraudulent activities targeting users that are beyond the Company's control. Users should exercise caution and implement strong security measures to protect their assets and personal information.

### 3.6 Open Source and Experimental Technology

You acknowledge that the Protocol and our Product operate based on open source and experimental technology. Therefore, you assume the inherent risks associated with using decentralized finance applications built on this technology. These risks include, but are not limited to, smart contract vulnerabilities, potential loss of digital assets, unexpected interactions with other blockchain protocols or events, lack of warranties or other performance guarantees, lack of maintenance obligations, vulnerability to cyber attacks, and potential intellectual property infringement claims.

### 3.7 Risk Assumption

By accessing and using the Protocol and Product, you acknowledge and agree that the Protocol operates autonomously on a distributed blockchain network and that the Company has no control over the Protocol, its components or its execution. You also acknowledge that interaction with one or more components of the Protocol may expose you to serious risks, including but not limited to irreversible transactions, market volatility, smart contract vulnerabilities, and potential loss of digital assets. You agree to assume these risks entirely and agree that the Company disclaims liability for all risks, including but not limited to losses due to Protocol errors, network failures or interactions with other blockchain systems.

### 3.8 Third Party Dependencies

You agree that you are solely responsible for any losses arising from third party services and agree to indemnify the Company against related claims. The Company expressly disclaims and assumes no liability for the acts or omissions of third party vendors or service providers, including but not limited to third party distributed applications, integrations, blockchain nodes, oracles or other services or products integrated with or used with the Product. Reliance on third party services is entirely the user's responsibility, and the Company shall not be liable for interruptions, failures, inaccuracies or damages arising from such services. Users are advised to independently verify the reliability and security of third party services before using them.

The Company assumes no responsibility for any services, technology or products provided by third parties. This includes promotional or marketing services performed by us on behalf of third parties or promotional or marketing services for third party products or services. All transactions, deals or interactions with third party providers (including use or purchase of their products or services) are solely between you and such third parties. The Company makes no warranties, guarantees or assumes any liability for the quality, accuracy, legality or other aspects of such third party products or services.

### 4. Eligibility

### 4.1 Basic Requirements

To use the Services, you must meet all of the following conditions:

1. Be at least 18 years of age or have reached the legal age of majority in your jurisdiction
2. Have the capacity to enter into legally binding contracts
3. Not reside in a Restricted Territory
4. Have no history of suspension or sanctions from the Services
5. Be able to comply with applicable laws and regulations

### 4.2 Restricted Territories

Residents of the following territories are not permitted to use the Services:

* North Korea, Iran, Syria, Cuba, Crimea and other territories subject to international sanctions
* Other territories where cryptocurrency-related services are prohibited by local laws

### 5. Prohibited Activities

### 5.1 Legal Compliance

You must comply with all applicable laws, regulations and guidelines when using the Services.

### 5.2 Prohibited Activities

The following activities are strictly prohibited:

* Using the Services illegally or without authorization
* Attempting to gain unauthorized access to the Services or related systems
* Using the Services for money laundering, terrorist financing or other illegal activities
* Circumventing security measures
* Market manipulation, wash trading or other fraudulent activities
* Using bots or automated means to access the Services
* Submitting or distributing viruses, malware, etc.

### 6. Fees and Costs

### 6.1 Transaction Costs

Using the Protocol or its components may incur various fees, including but not limited to gas fees, transaction execution fees, liquidity provider fees, vault-related fees, spreads or other costs applicable to specific interactions or components.

The logic for determining these fees may be determined by smart contracts, configured by the Company, or set through Protocol governance, depending on the component and method of interaction. In some cases, the Company or its affiliates may receive a portion of fees through direct participation, integration or operation of specific components or frontend interfaces.

You acknowledge and agree that fees may vary depending on network conditions, market factors and Protocol parameters. The Company shall not be liable for transaction failures, excessive gas usage or other losses arising from fee enforcement logic, except where such losses arise directly from the Company's gross negligence, fraud or willful misconduct.

### 6.2 Fee Structure

Various fees may be incurred in connection with the use of the Services:

* Service fees
* Network (blockchain) fees
* Other transaction-related fees

### 6.3 Fee Adjustments

We reserve the right to adjust fees with prior notice.

### 7. Risk Notice

### 7.1 General Risks

Use of the Services involves the following risks:

* Volatility in the value of digital assets
* Technical defects or bugs
* Cybersecurity threats
* Changes in the regulatory environment

### 7.2 Staking-Related Risks

Staking services involve the following specific risks:

* Smart contract risks
* Liquidity risks
* Operator-related risks

### 8. Disclaimer and Disclaimer of Warranties

### 8.1 Manner of Service Provision

The Services are provided "as is" and we make no express or implied warranties.

We do not provide custodial services for or control your digital assets. It is your responsibility to manage your digital wallet and private keys, protect your digital assets, and prevent unauthorized access. We assume no responsibility for any losses or damages arising from loss of control of such keys or unauthorized access to digital assets.

### 8.2 Risks of Digital Assets

You acknowledge that digital assets may be volatile and that you may lose some or all of your digital assets. Use of the Protocol involves significant risks as set forth in our Risk Disclosure. See also Section 4 ("Product vs. Protocol") below.

### 8.3 Limitation of Liability

We are not responsible for:

* Losses due to user negligence
* Service interruptions due to force majeure
* Damages caused by third party actions
* Losses due to market volatility

### 8.4 No Financial Advice

We do not provide financial, legal or tax advice. Please consult with professionals before using the Product, making decisions related to the Protocol, or engaging in transactions using the Protocol.

### 8.5 We Are Not Intermediaries

Due to the non-custodial and decentralized nature of the Product and Protocol, we are not intermediaries, agents, advisors or custodians, and we have no fiduciary relationship or obligation with you or any third party regarding other decisions or activities that affect you when you use the Product or Protocol.

### 8.6 Limitation of Damages

Our total liability for damages shall not exceed the total amount of fees paid by the user during the 12 months prior to the occurrence of the damage.

### 9. User-Generated Content

### 9.1 Ownership and License

By submitting information or other content to us, you grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable license to use, reproduce, modify, distribute and display such content. This license includes the right to sublicense and distribute your content to third parties. By creating or submitting content to us, including but not limited to components or smart contracts, you represent and warrant that such content does not infringe the intellectual property, privacy or other rights of third parties and complies with all applicable laws and regulations. You also agree that the Company is not responsible for any claims, disputes or damages arising from your content and that you are solely responsible for any legal consequences that may arise from your content or the Company's use of content in the Product.

### 9.2 Prohibited Content

You agree not to post content that is illegal, infringing, defamatory or harmful. We have no obligation to monitor content, but reserve the right to remove content that violates these Terms.

### 9.3 No Endorsement

Submission of user-generated content does not imply that the Company endorses such content. The Company disclaims all liability arising from user-generated content.

### 9.4 Responsibility for Content

You are solely responsible for all content you submit, including ensuring that the content does not violate laws or third party rights. You agree to indemnify, defend and hold the Company harmless from any claims arising from your content. You acknowledge and agree that the Company is not responsible for and assumes no liability for any disputes or claims arising from your content (including but not limited to intellectual property disputes, privacy violations or regulatory actions).

### 10. Intellectual Property Rights

### 10.1 Our Ownership

All intellectual property rights in the Platform (software, text, images, trademarks, designs, etc.) are owned by us or licensed to us. All intellectual property rights in the Product, including text, graphics, logos and software, are owned by or licensed to the Company. Your use of the Product does not grant you any ownership rights.

### 10.2 Use Restrictions

Except as expressly permitted, you may not copy, modify, distribute or create derivative works of the Product without our prior written consent. Unauthorized use of the Product's intellectual property rights is strictly prohibited and may result in legal action.

### 11. Privacy Protection

### 11.1 Data Collection

The collection and use of personal information is governed by a separate Privacy Policy.

### 11.2 Blockchain Data

Transactions performed on the blockchain are public and immutable and are beyond our control.

### 12. Account Suspension and Termination

### 12.1 Grounds for Suspension

We may suspend accounts without prior notice in the following cases:

* Violation of these Terms
* Suspected violation of applicable laws
* Detection of abnormal activity
* Discovery of security risk factors
* Request from regulatory authorities

### 12.2 Termination Procedure

Upon account termination, access to all services and functions will be terminated.

### 13. Dispute Resolution

### 13.1 Governing Law

These Terms shall be interpreted and applied in accordance with the laws of Panama.

### 13.2 Arbitration

Disputes not resolved by consultation shall be resolved by arbitration in accordance with the arbitration rules of the International Centre for Settlement of Investment Disputes (ICSID).

### 13.3 Class Action Waiver

Users waive their right to participate in class actions or representative actions.

### 14. Miscellaneous Provisions

### 14.1 Entire Agreement

These Terms constitute the entire agreement regarding the use of the Services.

### 14.2 Partial Invalidity

If any part of the Terms becomes invalid, it shall not affect the validity of the remaining provisions.

### 14.3 Notice

All notices may be provided through electronic means.

### 15. Contact Information

Email: <contact@spoon.finance>

Website: spoon.finance

These Terms are effective as of September 17, 2025.

© 2025 Spoon Finance Ltd. All Rights Reserved.
