Ebioro Business — Terms of Service

Last Updated: June 1, 2026

These Terms of Service (the "Agreement") govern access to and use of Ebioro Business — Ebioro's digital asset platform for companies and institutions — and its related services (the "Business Services"), provided by Ebioro UAB ("Ebioro", "we", "us" or "our"), a private limited liability company incorporated under the laws of the Republic of Lithuania, legal entity code 305994333, with its registered office at Laisvės pr. 60, Vilnius, Lithuania.

By creating a Platform Account or using the Business Services, the Client agrees to this Agreement. The Business Services are intended exclusively for business use. Products offered by Ebioro under separate local authorisations are governed by their own terms.

1. Definitions

• Access Methods: identifiers, passwords, API keys, signing sessions or codes used to access the Business Services.
• Authorised Person: an officer, employee, agent or contractor of the Client authorised by the Client to access the Business Services, with the role assigned to them in the platform.
• Client: the legal entity that has entered into this Agreement.
• Digital Asset: a blockchain-based asset, currently limited to Supported Digital Assets (Section 6).
• Platform Account: the Client's business account on the Ebioro platform, including its associated Stellar network account(s).
• Ramp Partner: a third-party provider authorised for the relevant regulated activity that executes conversions between fiat currency and Digital Assets (Section 4.2).
• Supported Digital Asset: a Digital Asset actively supported by Ebioro, currently USDC on the Stellar network.

2. Regulatory Status and Account Models — Important Notice

2.1. Ebioro UAB is not authorised as a crypto-asset service provider ("CASP") under Regulation (EU) 2023/1114 ("MiCA"), is not a bank, credit institution, payment institution, electronic money institution, broker or investment firm, and is not licensed or supervised by the Bank of Lithuania or any other EU financial supervisory authority in connection with the Business Services.

2.2. The Business Services are non-custodial (self-managed). The Client's signing keys are owned by the Client's Authorised Persons and transactions are signed by them directly (Section 5). Ebioro does not provide custody and administration of crypto-assets on behalf of clients — it does not hold, control or have access to keys capable of disposing of the Client's Digital Assets.

2.3. Digital Assets on the platform are not deposits and are not covered by any deposit guarantee or investor compensation scheme.

2.4. Where a feature involves a regulated service — such as converting fiat currency to or from Digital Assets — that service is provided by a Ramp Partner under its own terms (Section 4.2).

3. Eligibility and Onboarding

3.1. To use the Business Services the Client must:

• (a) be a duly incorporated legal entity, acting through representatives legally authorised to bind it;
• (b) complete business verification (KYB), including identification of beneficial owners, and keep all information accurate, current and complete;
• (c) respond to reasonable information, audit and due-diligence requests, during onboarding and on an ongoing basis;
• (d) not be, and not be owned or controlled by persons, listed on the consolidated sanctions lists of the United Nations Security Council or the European Union;
• (e) not be incorporated, located or resident in an unsupported jurisdiction. The list of unsupported jurisdictions is published in the Legal section of our website and may change;
• (f) hold all licences and authorisations required for the Client's own business, and use the Business Services only for the declared business purpose.

3.2. We may decline, suspend or revoke access if onboarding requirements are not met, periodic re-verification fails, or the Platform Account presents legal, regulatory or compliance risk.

4. The Business Services

4.1. Subject to this Agreement, the Business Services enable the Client to:

• (a) hold and manage Supported Digital Assets in its Platform Account;
• (b) send and receive Digital Asset transfers, including batch payouts to multiple recipients;
• (c) move money in and out via bank transfer (Section 4.2);
• (d) manage Authorised Persons with differentiated roles, permissions and approval levels;
• (e) view balances, transaction history and statements, and integrate via API where enabled.

4.2. Fiat in / out. Conversions between fiat currency (e.g. EUR) and Digital Assets are executed by a Ramp Partner — not by Ebioro. The Client enters into a direct relationship with the Ramp Partner, whose identity and terms are presented in the platform; the Ramp Partner receives, holds and transmits the fiat funds and is responsible for executing the conversion. Ebioro acts solely as a technical interface and does not hold fiat funds. Availability, limits and verification requirements differ by country and may change.

4.3. Transfer instructions are processed as received from Authorised Persons. Ebioro does not verify the identity of recipients designated by the Client. Pending transfers are not part of the available balance until confirmed on the network. Network transfers are final and irreversible once confirmed.

5. Account Signing and Control (Non-Custodial)

5.1. Signing keys are created in, and protected by, a hardware-secured key management system operated by an independent specialist provider, and are owned by the Client's Authorised Persons — not by Ebioro. Authorised Persons sign transactions in their browser, through personal signing sessions established directly with that provider after they authenticate. Ebioro's systems receive only transactions that have already been signed, and cannot sign on the Client's behalf.

5.2. Consequently, Ebioro does not hold, control, pool or have the ability to move the Client's Digital Assets. A restriction or termination of the Business Services (Section 12) does not transfer the Client's assets to Ebioro.

5.3. Roles and approvals configured by the Client (for example, which Authorised Persons may sign payments, and with which limits) are enforced by the platform and by the key management system. The Client is responsible for keeping its role assignments current — in particular when an Authorised Person leaves the Client's organisation.

5.4. The Client is solely responsible for the security of its Access Methods, of the email accounts used by Authorised Persons to authenticate, and of the devices on which signing sessions are established. Ebioro will never ask for signing credentials.

5.5. The Client may transfer its assets out of the Platform Account at any time, to any account of its choosing.

6. Supported and Unsupported Assets

6.1. Supported Digital Assets are currently limited to USDC on the Stellar network. Ebioro may add or remove Supported Digital Assets with advance notice.

6.2. USDC is a token issued by a third-party issuer (Circle) — not by Ebioro. The issuer is responsible for the token and its redemption; the issuer's terms are at https://www.circle.com/legal/usdc-terms. Digital Assets are not legal tender; a token designed to be stable may fail to maintain its value.

6.3. Unsupported assets (including tokens from forks, airdrops or protocols not supported by the platform) must not be sent to Platform Account addresses; they may be permanently inaccessible. Ebioro has no obligation to support any fork or derived asset and makes no guarantee that unsupported assets can be recovered.

7. Fees

7.1. The fees applicable to the Business Services are set out in the Fee Schedule presented in the platform. The current schedule:

7.2. Volume tiers are recalculated automatically every day from the Client's trailing 30-calendar-day volume; the current tier is visible in the platform. Fees are collected automatically as part of each transaction.

7.3. We may change the Fee Schedule with at least 30 days' prior notice. Changes apply prospectively; continued use after the effective date constitutes acceptance.

7.4. Stellar network fees and Ramp Partner charges (where applicable under the Ramp Partner's terms) may apply separately.

8. Client Responsibilities and Acceptable Use

8.1. The Client will:

• (a) use the Business Services only for lawful purposes and in accordance with applicable law, including AML/CFT, sanctions and tax law;
• (b) limit access to Authorised Persons and keep their roles current (Section 5.3);
• (c) not use the Business Services for prohibited or restricted activities. The list of prohibited business categories is published in the Legal section of our website and may change;
• (d) not interfere with, reverse engineer or circumvent the platform's security or limits;
• (e) be responsible for its own tax determination, reporting and remittance.

8.2. We screen transactions and Client activity as part of our anti-money-laundering and counter-terrorist-financing programme, aligned with European Union law, United Nations sanctions and FATF guidance. We may request additional information about the Client's business or specific transactions; failure to provide it may lead to restriction.

9. Representations and Warranties

9.1. The Client represents that: this Agreement is duly authorised and binding on it; it holds all licences required for its own activities; its use of the Business Services is consistent with the business purpose declared at onboarding; it will not engage in unlawful, abusive or fraudulent activity; and it understands the risks of Digital Assets (including total loss of value, irreversibility of transfers and technology risk) and its own tax obligations.

9.2. Ebioro represents that: it is duly incorporated and this Agreement is duly authorised and binding on it; and its performance of this Agreement will not violate any third-party confidentiality obligation. Ebioro's regulatory status is described in Section 2 — Ebioro makes no representation that it holds any financial-services authorisation.

10. Confidentiality

Each party will protect the other party's non-public, confidential information with no less than reasonable care, use it only to perform this Agreement, and not disclose it except to personnel and advisers who need it, or where required by law or a competent authority.

11. Errors and Platform Control

Ebioro may correct clearly erroneous entries and may suspend operations during technical events affecting the platform or the underlying network (for example a network fork), acting reasonably and restoring service as soon as practicable.

12. Suspension and Termination

12.1. Either party may terminate this Agreement with 30 days' written notice. The Client may close its Platform Account at any time.

12.2. Ebioro may suspend or terminate access, with notice where reasonably practicable (and otherwise notifying the Client after the fact), if: the Client materially breaches this Agreement or violates applicable law; the Client becomes insolvent; the Platform Account presents legal, regulatory or compliance risk; or continued access would be harmful to Ebioro, other clients or third parties.

12.3. Effect of termination: the Client's assets are unaffected — because the Business Services are non-custodial, they remain under the Client's control (Section 5.5). Accrued fees and Sections 9–11, 13–15 survive termination.

13. Disclaimers

The Business Services are provided "as is" and "as available", without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose and non-infringement. Ebioro is not a bank, broker, exchange or investment adviser and provides no investment, legal or tax advice. Ebioro makes no guarantee regarding the value of any Digital Asset, the outcome of any transaction, or uninterrupted availability of the platform, the Stellar network or any third-party service (including Ramp Partners and the token issuer).

14. Limitation of Liability

14.1. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or loss of profits, goodwill, business, anticipated savings or data.

14.2. Except where losses are the direct result of Ebioro's failure to perform its obligations under this Agreement, or are caused by Ebioro's fraud or wilful misconduct, Ebioro is not liable for losses arising from: (a) incorrect, incomplete or untimely information provided by the Client; (b) acts or omissions of third parties (including Ramp Partners, the token issuer, key-management, cloud and hosting providers, and the Stellar network); (c) delays in or disruptions to the Business Services; (d) the actions of the Client's Authorised Persons acting within the roles and permissions the Client has set (Section 5.3); or (e) the Client's failure to safeguard its Access Methods, authentication email accounts or signing sessions (Section 5.4).

14.3. Nothing in this Agreement excludes liability for fraud, wilful misconduct or any liability that cannot be excluded under applicable law.

15. Indemnification

15.1. The Client will defend, indemnify and hold Ebioro harmless from third-party claims arising out of the Client's use of the Business Services, breach of this Agreement or violation of law.

15.2. Ebioro will defend and indemnify the Client against third-party claims that the platform, as provided by Ebioro and used in accordance with this Agreement, infringes their intellectual property rights — except to the extent the claim arises from the Client's modifications, combinations or misuse.

15.3. Indemnification obligations require prompt written notice, control of the defence by the indemnifying party, and reasonable cooperation.

16. Intellectual Property

Ebioro grants the Client a limited, non-exclusive, non-transferable, revocable licence to use the Business Services for its internal business purposes during the term of this Agreement. All platform technology, content and the Ebioro marks remain the property of Ebioro or its licensors; no use of the Ebioro marks is permitted without prior written consent.

17. General

17.1. Notices: to the email or address provided by each party; the Client agrees to receive notices electronically.

17.2. Relationship: this Agreement does not create a partnership, agency or fiduciary relationship.

17.3. Assignment: the Client may not assign this Agreement without Ebioro's consent; Ebioro may assign it in connection with a corporate reorganisation, subject to the Client's rights under Section 5.5.

17.4. Severability / waiver: invalid provisions are replaced with enforceable equivalents reflecting the parties' intent; failure to enforce is not a waiver.

17.5. Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control.

17.6. Complaints: write to [email protected]; we acknowledge within 5 business days and respond substantively within 15 business days.

17.7. Governing law and disputes: this Agreement is governed by the laws of the Republic of Lithuania. Disputes are resolved by the competent courts of Vilnius, Lithuania.

17.8. Entire agreement / language: this Agreement supersedes prior arrangements regarding the Business Services. It is available in English and Spanish; in case of conflict, the English version prevails.

17.9. Onboarding contact: [email protected].

18. Contact

Ebioro UAB Legal entity code: 305994333 Laisvės pr. 60, Vilnius, Lithuania Email: [email protected]