TERMS AND CONDITIONS

Kleos Platform Terms, Part I: General Terms

Last updated: October 5, 2026

1. OVERVIEW

1.1 These Terms are issued by Telecom Apps LLC, a limited liability company duly organized and validly existing under the laws of the State of California, with its business address at 303 Twin Dolphin Drive, Suite 800, Redwood City, CA 94065, United States (entity number 201514610132), and by its affiliate Stape Online Ltd, a private limited company incorporated in England and Wales (company number 16509558), with its registered office at Sovereign Gate, 18-20 Kew Road, Richmond, TW9 2NA, United Kingdom, each doing business as Kleos (each and together, "Company," "we," "us," or "our"). The Platform is operated by Telecom Apps LLC. Where you have entered into an Agreement with us, the Company that is party to that Agreement, or that issues invoices to you or makes payments to you under it, is the Company for the purposes of these Terms in respect of that Agreement; in all other cases, the Company is Telecom Apps LLC. Each Company may exercise the rights and perform the obligations of the Company under these Terms.

1.2  These Terms and Conditions ("Terms") govern your access to and use of our website and platform at https://kleos.io and https://app.kleos.io/, together with all related applications, tools, and dashboards operated by us (the "Platform"). These Terms constitute Part I (General Terms) of the Kleos Platform Terms. Where the Company makes Agent of Record Services available, the Contractor Platform Terms (Part II) additionally apply to Platform Contractors, and the AOR Platform Agreement additionally applies to Clients that have elected Agent of Record Services. Where you have entered into a Master Services Agreement or other written Agreement with the Company, that Agreement additionally applies as set out in Section 19.

1.3 For purposes of these Terms, "you" and "your" means you as a User of the Platform, whether an individual or a legal entity.

1.4 By accessing or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use the Platform.

1.5 We may update these Terms from time to time. We will give you at least thirty (30) days' notice of any material change by posting the revised Terms on the Platform and notifying you through your Account or by email, except that changes required by applicable law, a regulatory authority, or a Payment Service Provider may take effect on shorter notice. If you do not agree to a change, you must stop using the Platform before the change takes effect; your continued use after the effective date constitutes acceptance of the revised Terms. If your Agreement provides a different notice mechanism for changes to these Terms, that mechanism applies to you.

1.6 Additional terms may apply to your use of specific features or services on the Platform, whether under an Agreement or otherwise; where such additional terms apply, they will be presented to you or made available at the relevant point of use.

1.7 The Platform is intended for use by individuals who are at least 18 years old, acting either in their own business capacity or on behalf of an entity with authority to bind that entity. Persons under the age of 18 may not use or register on the Platform. The Platform is made available for business purposes only; you may not use the Platform for personal, family, household, or other consumer purposes.

2. DEFINITIONS

2.1 Capitalized terms used but not defined in these Terms have the meanings given to them in your applicable Agreement. As used in these Terms:

2.2 "Account" means an account to access and use the Platform in accordance with the applicable terms.

2.3 "Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.

2.4 "Agreement" means, as applicable, (a) a Master Services Agreement or other written agreement entered into between you and the Company (or its Affiliates or counterparties) governing the provision of Services and related commercial or employment terms; (b) the AOR Platform Agreement; or (c) the Contractor Platform Terms, in each case together with any Order Form, Payments Schedule, and Statement of Work thereunder.

2.5 "AOR Platform Agreement" means the agreement between the Company and a Client governing Agent of Record Services, published on the Platform and accepted by the Client through the Platform or an Order Form.

2.6 "Authorized User" means an employee, officer, or other individual authorized by a Client to access and use the Platform on the Client's behalf. An Authorized User is a type of User.

2.7 "Client" means a business entity that has registered on the Platform, whether or not such entity has yet entered into an Agreement with us.

2.8 "Confidential Information" means any non-public information disclosed to or accessed by a party through the Platform or otherwise in connection with the use of the Platform, including business, financial, technical, and personnel information, the terms of any Statement of Work or Contract, compensation and payment information, and any information a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of or reference to the disclosing party's Confidential Information.

2.9 "Contract" means an agreement for the provision of services entered into directly between a Client and a Platform Contractor through the Platform, including any statement of work or engagement record thereunder. The Company is not a party to any Contract.

2.10 "Contractor" means an individual or entity engaged by the Company or its Affiliates or counterparties to provide services on an independent contractor basis.

2.11 "Contractor Platform Terms" means Part II of the Kleos Platform Terms, published on the Platform, which applies to Platform Contractors.

2.12 "Employed Worker" means an individual employed, or being onboarded for employment, by the Company or its Affiliates or counterparties.

2.13 "Order Form" means the ordering document accepted by a Client through the Platform recording the services elected by the Client, the applicable commercial terms, and any agreed special terms.

2.14 "Payment Service Provider" means a bank, electronic money institution, payment institution, digital-asset service provider, or other licensed third party engaged by the Company from time to time to hold, execute, convert, or settle payments in connection with the Platform.

2.15 "Payments Schedule" means the schedule published on the Platform, as updated from time to time, describing the supported payment methods, currencies, settlement timing, Payment Service Providers, and related terms.

2.16 "Payout Account" means a bank account, payment card, digital wallet, or other payout method supported by the Platform that is held in your own name (or, if you are a legal entity, in the name of that entity), recorded in your Account, and verified by us in accordance with Section 4.

2.17 "Personal Data" means any information relating to an identified or identifiable individual that constitutes "personal data," "personal information," or a similar term under applicable data protection legislation.

2.18 "Platform Contractor" means an individual or legal entity that contracts directly with a Client under a Contract, receives payments through the Platform under the Contractor Platform Terms, and is not engaged by the Company or its Affiliates.

2.19 "Services" means any professional services provided under an Agreement or a Contract, as described in the applicable Statement of Work.

2.20 "Statement of Work" or "Service Details" means a document or engagement record created and/or accepted through the Platform setting out the scope of services, term, compensation, and related terms applicable to a Client, Contractor, Platform Contractor, and/or Employed Worker, as further described in the applicable Agreement or Contract.

2.21 "User" means any person who accesses or uses the Platform, including a Client, Authorized User, Contractor, Platform Contractor, or Employed Worker.

2.22 Headings are for convenience only. "Including" means "including without limitation."

3. REGISTRATION

3.1 By registering on and using the Platform, you represent and warrant that: (a) all registration information you submit is true, accurate, current, and complete, and you will promptly update it as necessary; (b) if registering on behalf of an entity, you have full legal authority to bind that entity; (c) you have the legal capacity to agree to these Terms and are not barred from using the Platform under applicable law; and (d) your use of the Platform will comply with all applicable laws and regulations.

3.2 Identity and business verification. As a condition of using the Platform, we may require you to complete identity verification, business registration verification, and other know-your-customer ("KYC"), anti-money-laundering ("AML"), and sanctions screening procedures, using our own systems and/or those of integrated third-party verification providers or Payment Service Providers. We may suspend your access to the Platform, decline to process any Statement of Work, Contract, or payment, or terminate your Account, at any time if verification is not completed, is not renewed upon our request, or yields a result that we, in our reasonable discretion, consider adverse or unacceptable from a compliance, fraud-prevention, sanctions, or risk-management perspective. We have no obligation to activate any Statement of Work or Contract unless and until applicable verification has been completed.

3.3 You are responsible for maintaining the confidentiality of your Account credentials, restricting access to authorized individuals, and immediately notifying us of any suspected unauthorized access or security incident affecting your Account. You are responsible for all activity that occurs under your Account, including actions taken by any User on your behalf. We may suspend access to your Account if we suspect your Account has been compromised.

3.4 If you register on the Platform on behalf of an entity, you are responsible for creating and managing user accounts for your Authorized Users, assigning each account the appropriate role and permissions, and regularly reviewing administrator access to ensure it remains consistent with these Terms and your internal policies. Where an individual with Platform access ceases to be employed or engaged by you, or no longer requires access for a legitimate business purpose, you are responsible for promptly disabling or removing that individual's access. You are responsible for all actions taken through an Account under your control, whether or not access was disabled as required by this Section, and the Company shall have no liability for any loss or harm arising from your failure to manage account access in accordance with this Section.

3.5 We are not liable for any act, omission, or loss resulting from your own error, including any payment, filing, or communication made on the basis of inaccurate or outdated information in your Account. You are responsible for keeping your Account information current.

4. PAYMENTS

4.1 All payments in connection with the use of the Platform shall be made in accordance with the applicable Agreement, Contract, and Payments Schedule, including as to amount, timing, and currency. Except as expressly stated therein, all fees payable to the Company are non-refundable.

4.2 No financial services. Except for its role as limited payment collection agent for Platform Contractors as set out in the Contractor Platform Terms, the Company does not provide, and nothing on the Platform constitutes, banking, deposit-taking, stored value, electronic money, escrow, custody, currency exchange, or any other financial service. Payment execution, settlement, and currency conversion are performed by Payment Service Providers under their own terms and conditions, which you may be required to accept separately. Any balance displayed on the Platform is a record of account reflecting amounts prepaid to, received by, or payable through the Company, and is not a wallet, deposit, electronic money account, or payment instrument. No interest is paid on any balance.

4.3 Payment Service Providers. The availability of payment methods and currencies depends on your location and on the Payment Service Providers engaged by us from time to time, as described in the Payments Schedule; we do not guarantee that any particular payment method will be available to you. Fees charged by a Payment Service Provider or by your own financial institution, including foreign-exchange spreads and intermediary bank charges, are borne by you. The Company is not a party to any agreement between you and a Payment Service Provider and is not liable for delays, errors, or failures caused by Payment Service Providers or other third parties.

4.4 Payout Accounts. Payouts are made only to a Payout Account. We do not support, and will not process, payouts to bank accounts, cards, or wallets held in the name of any other person, and you may not record, designate, or request a payout to any such account. Adding or changing a Payout Account is subject to verification, and payouts may be temporarily restricted while verification of a new or changed Payout Account is pending. Once a payout has been received in your Payout Account, how you use or transfer those funds is your own decision and is outside the scope of the Platform and these Terms.

4.5 Payout review. Payouts are executed subject to the compliance, verification, and sanctions checks contemplated by your applicable Agreement and by the requirements of our Payment Service Providers. Where payout activity appears unusual to us in our reasonable judgment, including a request to pay to an account that is not a Payout Account, repeated splitting of an available balance into multiple smaller payouts within a short period, or frequent changes to payout details, we may pause the affected payout, request additional information or documents, require re-verification, and complete our review before processing. We will notify you through the Platform or by email where we do so. Nothing in this Section varies the payment terms of your applicable Agreement or Contract; any review under this Section is carried out as part of the compliance, verification, and sanctions checks to which payments are subject.

4.6 Irreversibility; disputes under Contracts. Once funds have been received by the Company or a Payment Service Provider for onward payment to a Platform Contractor, the Company cannot reverse, recall, or withhold them except as required by applicable law, sanctions, or a compliance review under Section 4.5 or Section 9. Refunds of amounts received for a Platform Contractor are made only at the Platform Contractor's request. Any dispute regarding the Services performed under a Contract, or any payment made in error under a Contract, is a matter between the Client and the Platform Contractor; the Company does not adjudicate or intervene in such disputes.

4.7 The Platform provides a technology interface for managing Statements of Work, Contracts, and payments. The Platform serves as the primary system of record for Statements of Work, Contracts, approvals, payment data, and related notices. Absent manifest error, the Platform's records and logs shall be conclusive evidence of the matters they record, consistent with your applicable Agreement.

5. ACCEPTABLE USE

5.1 You may use the Platform only for its intended purpose as described in these Terms: creating, reviewing, and managing Statements of Work and Contracts; receiving or providing Services; managing payments; and communicating in connection with the foregoing (the "Permitted Purpose"). Any use of the Platform outside the Permitted Purpose is not authorized.

5.2 Without limiting the foregoing, you agree not to:

  • (a) use the Platform for any purpose other than the Permitted Purpose, including any use not contemplated by these Terms or your applicable Agreement, or for personal, family, household, or other consumer purposes;

  • (b) provide false, misleading, or incomplete information in connection with registration, verification, a Statement of Work, a Contract, tax information, or a payout request;

  • (c) record, designate, or request a payout to any bank account, card, or wallet that is not a Payout Account, or otherwise use the Platform to direct payments due to you to a third party;

  • (d) use the Platform to facilitate money laundering, terrorist financing, sanctions evasion, tax evasion, or any other unlawful activity;

  • (e) access or use the Platform from, or use the Platform to make or receive payments to or from any person located in, organized under the laws of, or ordinarily resident in, any country or territory that is the subject of comprehensive sanctions (each, a "Prohibited Region"), as identified on the Platform from time to time;

  • (f) attempt to circumvent, disable, or interfere with KYC, verification, sanctions-screening, or security features of the Platform;

  • (g) contact, solicit, or engage a Client, Contractor, Platform Contractor, or Employed Worker introduced to you through the Platform (excluding any person that you identified from your own existing or prior working relationships and invited to the Platform) for the purpose of entering into, or performing, an engagement outside the Platform in order to avoid fees or obligations owed to the Company, whether during your use of the Platform or for a period of 12 months following its termination;

  • (h) access or use the Platform to build, benchmark, or support a competing product or service, or to extract, compile, or use Platform data to solicit our Users or Clients;

  • (i) reverse engineer, decompile, or disassemble any part of the Platform;

  • (j) use any automated means (bots, scrapers, scripts) to access or extract data from the Platform;

  • (k) impersonate any person, or misrepresent your affiliation with any person or entity;

  • (l) upload or transmit viruses, malware, or other harmful code, probe or test the vulnerability of the Platform, or otherwise interfere with or disrupt the integrity, security, or performance of the Platform;

  • (m) harass, threaten, or abuse other Users, or our employees or agents;

  • (n) make any statement, public or private, that is intended to damage the reputation, goodwill, or business of the Company (nothing in this paragraph restricts any legally protected communication, including truthful reviews, complaints to a regulator, whistleblower disclosures, or statements protected under applicable labor or employment law);

  • (o) frame, mirror, or embed any part of the Platform without our prior written consent, or remove or alter any proprietary notices on the Platform;

  • (p) use the Platform in any manner that violates applicable law, including employment, tax, financial services, export control, or data protection law; or

  • (q)  use the Platform to engage or pay any individual or entity operating in an industry or business activity identified as unsupported in our Unsupported Industries list, available at https://kleos.io/unsupported-industries, as updated by the Company from time to time. The Company may decline, suspend, or terminate any Account where it determines, in its reasonable discretion, that the underlying business activity falls within an unsupported industry, whether or not such determination was made at the time of onboarding.

5.3 A violation of this Section constitutes a material breach of these Terms and, where applicable, of the underlying Agreement, and may result in immediate suspension or termination of Platform access without prejudice to other remedies.

6. INTELLECTUAL PROPERTY

6.1 We (or our licensors) own all right, title, and interest in the Platform itself, including its source code, databases, software, design, interfaces, and the Company's trademarks, service marks, and logos (collectively, the "Platform IP"). This Section addresses only the Platform IP; ownership of deliverables and other work product created in the course of the Services is governed exclusively by your applicable Agreement or Contract. The Company acquires no right, title, or interest in any work product created by a Platform Contractor for a Client under a Contract.

6.2 Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for the Permitted Purpose during the period you are authorized to do so. This license terminates automatically and immediately upon termination or suspension of your access to the Platform, whether under these Terms or your applicable Agreement.

6.3 Except as expressly permitted, no part of the Platform IP may be copied, reproduced, modified, adapted, distributed, publicly displayed, or otherwise exploited without our prior written consent. Nothing in these Terms grants you any right to use the Company's trademarks, service marks, or logos, whether in marketing, on your own website, or otherwise, without our prior written consent in each instance. All rights not expressly granted to you are reserved by the Company.

6.4 You acknowledge and agree that any suggestions, ideas, feedback, or recommendations you provide regarding the Platform ("Feedback") may be freely used by the Company. You hereby irrevocably assign to the Company all right, title, and interest in and to any Feedback, and, to the extent such assignment is not effective under applicable law, grant the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, and commercialize such Feedback for any purpose, without obligation, attribution, or compensation to you. You waive any moral rights you may have in the Feedback to the extent permitted by applicable law.

7. ROLE OF THE COMPANY IN CONTRACTS

7.1 The Company is not a party to any Contract. In respect of Contracts, the Company provides technology, onboarding and verification, invoicing, record-keeping, and payment facilitation only, as further described in the AOR Platform Agreement and the Contractor Platform Terms.

7.2 The Company does not select, supervise, direct, or control any Platform Contractor, is not the employer, agent, or representative of any Platform Contractor, and makes no representation or warranty regarding the performance, quality, timeliness, or results of any Services performed under a Contract. Each Client relies on its own relationship with, and its own assessment of, the Platform Contractors it engages.

7.3 Each Client is solely responsible for determining, and for the consequences of, the employment or worker classification of each Platform Contractor it engages under the laws of each relevant jurisdiction. The Company does not assess, determine, verify, or warrant the classification of any Platform Contractor; the Company's onboarding of Platform Contractors is limited to identity verification, sanctions and compliance checks, tax-information collection, and payment-administration requirements, and nothing on the Platform constitutes classification advice, screening, or assurance.

7.4 Any Contract template, form, or default setting made available on the Platform is provided for convenience and informational purposes only, is not legal advice, and is not reviewed by the Company for suitability or legality in any jurisdiction. Users are solely responsible for reviewing, adapting, and approving any Contract before entering into it.

7.5 This Section does not apply to Contractors engaged by the Company or its Affiliates or to Employed Workers, whose engagement is governed by the applicable Agreement.

8. THIRD-PARTY SERVICES AND CONTENT

8.1 The Platform may integrate with or link to certain third-party services, including KYC/AML providers, electronic-signature providers, and Payment Service Providers (collectively, "Third-Party Services"), which we may add, remove, or change at any time. We do not control, and are not responsible for, the availability, accuracy, content, security practices, or performance of any Third-Party Service, and we make no warranty of any kind with respect to any Third-Party Service. Your use of any Third-Party Service is governed by that provider's own terms and privacy policy, and you use it at your own risk. To the fullest extent permitted by applicable law, we disclaim all liability arising from or relating to any Third-Party Service.

9. SANCTIONS COMPLIANCE. ANTI-MONEY LAUNDERING

9.1 Use of the Platform is subject to compliance by the User with applicable sanctions, export control, and anti-money-laundering laws, including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") and equivalent authorities in the United Kingdom and European Union. We and our Payment Service Providers may screen Users, transactions, and counterparties against applicable sanctions and watch lists on an ongoing basis.

9.2 You represent and warrant, on a continuing basis, that: (a) you are not, and no person owning or controlling you, or whom you own or control, is a person or entity that is the target of sanctions administered by OFAC, the UK, the EU, or the United Nations, or is organized, located, or resident in a Prohibited Region; (b) you will not use the Platform to conduct business with, or for the benefit of, any such person, entity, country, or territory; and (c) you will not use the Platform for any purpose prohibited by applicable export control, sanctions, or anti-money-laundering law, including money laundering, terrorist financing, or sanctions evasion. You will notify us immediately if you become aware that any of the foregoing representations is or becomes inaccurate.

9.3 We may immediately suspend or restrict Platform access, decline to process any transaction, hold or block any funds, or terminate an Account, without liability, where we determine that continued access or processing may violate applicable sanctions or AML laws or the requirements of a Payment Service Provider, or where we identify activity that, in our reasonable judgment, presents an anti-money-laundering, fraud, or compliance risk indicator (including a payout requested to an account that is not a Payout Account), whether or not that activity constitutes a violation of law, or where a User, or any person associated with a User's Account, appears on a relevant sanctions or watch list, or where any representation in this Section is or becomes inaccurate. Where applicable anti-money-laundering or sanctions law requires us to make a report to a competent authority, we will do so in accordance with Section 12, and we may be prohibited by law from notifying you of that report. This Section applies independently of, and in addition to, any sanctions provisions in the applicable Agreement, and is not limited by any notice or cure period that might otherwise apply to termination of the Agreement itself.

9.4  Your use of the Platform is also subject to our KYC/AML Policy, available at https://kleos.io/kyc-aml-policy, which is incorporated into these Terms by reference and sets out in further detail the identity verification, business verification, and anti-money-laundering procedures applicable to Platform Users. In the event of any conflict between these Terms and the KYC/AML Policy on matters specifically addressed by the KYC/AML Policy, the KYC/AML Policy shall prevail.

10. DIGITAL-ASSET PAYOUTS

10.1 Where supported by the Platform and permitted by applicable law, you may elect to receive payouts in certain digital assets. Digital-asset payouts are executed by a licensed digital-asset service provider engaged by the Company as a Payment Service Provider, under that provider's own terms and conditions, which you may be required to accept separately. The Company is not a digital-asset, crypto-asset, or virtual-currency service provider, does not hold digital assets in custody for Users, and does not exchange fiat currency for digital assets on its own account.

10.2 Digital-asset payouts are not available to Users resident in the State of California or in any other jurisdiction identified on the Platform from time to time. We may suspend, modify, or withdraw digital-asset payouts at any time, including where required by applicable law or by a Payment Service Provider, and in such case payouts will be made by an alternative supported method to your Payout Account. You bear the risk of price fluctuation between the time a payout is instructed and the time it is received, together with any network or protocol fees.

11. DATA PROTECTION

11.1  Our collection and processing of Personal Data through the Platform is described in our Privacy Policy, available at https://kleos.io/privacy (the "Privacy Policy"). By using the Platform, you acknowledge that you have read and understood how we process your Personal Data as described in the Privacy Policy.

11.2 We process Personal Data in accordance with applicable data protection laws, including the EU General Data Protection Regulation, the UK GDPR, and the California Consumer Privacy Act. Where the Company processes Personal Data on behalf of a Client as a processor or service provider, it does so in accordance with the data processing terms that form part of the applicable Agreement.

11.3 Please be advised that the Platform is hosted in the United States. If you access the Platform from a jurisdiction with data protection laws that differ from those of the United States, your Personal Data may be transferred to and processed in the United States. Where required by applicable law, such transfers are made subject to appropriate safeguards, as described in the Privacy Policy.

11.4 If you are a California resident, you have certain rights under the California Consumer Privacy Act, as further described in our Privacy Policy. To the extent applicable, if any complaint with us is not satisfactorily resolved, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

11.5 If you are located in another U.S. state, the European Economic Area, the United Kingdom, or the United Arab Emirates, you may have additional rights under applicable data protection law, as further described in our Privacy Policy.

11.6  Our use of cookies and similar technologies is described in our Cookie Policy, available at https://kleos.io/cookie-policy.

12. GOVERNMENT AND LEGAL REQUESTS

12.1 We do not share information about you, your Account, your Statements of Work or Contracts, or your payments with any governmental, regulatory, tax, or law-enforcement authority voluntarily, proactively, or on a routine basis, and we do not operate any scheduled or automatic reporting of User information to such authorities. The only routine filings we make are the payroll, tax, and social-security filings that the law of the country of employment requires in respect of Employed Workers.

12.2 We disclose information about you to an authority only (a) where a law applicable to the Company requires us to do so, including under a court order, subpoena, or other legally binding request issued by an authority with jurisdiction over the Company, or under applicable sanctions, anti-money-laundering, or tax laws; or (b) where we reasonably believe disclosure is necessary to establish, exercise, or defend legal claims, or to prevent or investigate fraud or a security incident affecting the Company, the Platform, or its Users; and in each case only to the extent required for that purpose.

12.3 We do not report your income or the payments made to you through the Platform to any tax authority unless a law applicable to the Company or its Affiliates requires it.

12.4 Where legally permitted and reasonably practicable, we will notify you of a request for your information before we comply with it, so that you may seek a protective order or other appropriate remedy. We may be prohibited by law from notifying you, including in connection with reports made under anti-money-laundering or sanctions laws, or where notification would prejudice an investigation.

12.5 A request from an authority in a jurisdiction in which the Company has no establishment is acted upon only where it is legally binding on the Company, including through applicable international legal-assistance procedures.

12.6 Our Payment Service Providers and verification providers are regulated entities subject to their own legal and licensing obligations, and may be required to make reports to, or respond to requests from, authorities under those obligations. Such disclosures are made by them under their own terms and policies and not by, or on behalf of, the Company.

12.7 Nothing in this Section limits the disclosures described in the Privacy Policy that are necessary to provide the Services, including disclosures to Clients, Affiliates, and Payment Service Providers.

13. DISCLAIMER OF WARRANTIES

13.1 THE PLATFORM, AND ANY CONTENT, INFORMATION, OR GUIDANCE MADE AVAILABLE THROUGH IT, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

13.2 WITHOUT LIMITING THE FOREGOING:

  • (a) THE COMPANY DOES NOT PROVIDE LEGAL, TAX, IMMIGRATION, OR ACCOUNTING ADVICE AND IS NOT PERMITTED TO ENGAGE IN THE PRACTICE OF LAW. ANY INFORMATION MADE AVAILABLE THROUGH THE PLATFORM IS GENERAL IN NATURE, IS NOT A SUBSTITUTE FOR ADVICE FROM A QUALIFIED PROFESSIONAL, AND SHOULD NOT BE RELIED UPON AS SUCH;

  • (b) ANY AUTOMATED CALCULATION, DEFAULT SETTING, OR TEMPLATE MADE AVAILABLE ON THE PLATFORM REFLECTS GENERAL REQUIREMENTS ONLY, MAY NOT REFLECT YOUR SPECIFIC CIRCUMSTANCES, AND IS NOT GUARANTEED TO BE ACCURATE, COMPLETE, OR CURRENT;

  • (c) WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT ANY DEFECT WILL BE CORRECTED, OR THAT USE OF THE PLATFORM WILL ITSELF RESULT IN YOUR COMPLIANCE WITH ANY APPLICABLE LAW;

  • (d) WE MAKE NO WARRANTY AS TO THE ACCURACY, RELIABILITY, OR LEGAL VALIDITY OF ANY DOCUMENT, CALCULATION, OR OUTPUT GENERATED THROUGH ANY FEATURE OF THE PLATFORM, INCLUDING ANY AUTOMATED FEATURE OR ELECTRONIC SIGNATURE FUNCTIONALITY WE MAY MAKE AVAILABLE FROM TIME TO TIME;

  • (e) WE DO NOT REVIEW, VALIDATE, OR GUARANTEE THE ACCURACY OR LEGALITY OF ANY CONTENT YOU CREATE, UPLOAD, OR SUBMIT TO THE PLATFORM, INCLUDING THE TERMS OF ANY STATEMENT OF WORK OR CONTRACT OR ANY PERSONAL DATA, AND ANY DECISION MADE IN RELIANCE ON SUCH CONTENT IS YOUR SOLE RESPONSIBILITY;

  • (f) WE MAKE NO WARRANTY REGARDING ANY SERVICES PERFORMED BY A PLATFORM CONTRACTOR, ANY CONTRACT, OR ANY OTHER SERVICE REQUESTED OR OBTAINED THROUGH THE PLATFORM OR ANY TRANSACTION ENTERED INTO THROUGH THE PLATFORM;

  • (g) YOU ARE SOLELY RESPONSIBLE FOR ANY DATA YOU DOWNLOAD FROM THE PLATFORM, AT YOUR OWN RISK.

13.3 THIRD-PARTY SERVICES ARE SUBJECT TO SECTION 8 OF THESE TERMS AND ARE PROVIDED "AS IS."

13.4 We may change, update, suspend, or discontinue any part of the Platform at any time, without liability except to the extent caused by our breach of express obligations under these Terms or the applicable Agreement.

13.5 The Platform may occasionally contain typographical errors, inaccuracies, or omissions, including in relation to pricing or other information. We reserve the right to correct any such error, inaccuracy, or omission, and to change or update information on the Platform at any time, without obligation to do so except where required by applicable law. No update or "last modified" date on the Platform implies that all information has been reviewed or updated as of that date.

13.6 NOTHING IN THIS SECTION LIMITS ANY WARRANTY EXPRESSLY SET OUT IN THE APPLICABLE AGREEMENT, AND NOTHING IN THIS SECTION EXCLUDES OR LIMITS ANY WARRANTY OR RIGHT THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

14. LIMITATION OF LIABILITY

14.1 To the fullest extent permitted by applicable law, our aggregate liability arising out of or relating to your access to or use of the Platform, whether in contract, tort, or otherwise, shall not exceed the greater of: (a) the fees, if any, paid by you to us for use of the Platform ("Platform Usage Fees") in the six (6) months preceding the event giving rise to the claim; or (b) one thousand U.S. dollars (USD 1,000.00).

14.2 The limitation in Section 14.1 does not apply to the Company's obligation to remit to a Platform Contractor amounts actually received by the Company on that Platform Contractor's behalf as limited payment collection agent under the Contractor Platform Terms, less any amounts the Company is required or permitted to withhold under applicable law, sanctions, or Section 9.

14.3 If you have entered into an Agreement with us, the liability provisions of that Agreement govern any claim within its scope, and this Section applies only to claims arising out of your access to or use of the Platform that are not governed by that Agreement.

14.4 IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO YOUR USE OF THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.5 Nothing in this Section limits or excludes liability that cannot be limited or excluded under applicable law, including liability for our fraud or fraudulent misrepresentation.

14.6 This Section does not limit your indemnification obligations under Section 15 (Indemnification), which are not subject to any cap and remain unlimited.

15. INDEMNIFICATION

15.1 You agree to indemnify, defend, and hold harmless the Company, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, and costs (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of these Terms; (b) your violation of applicable law in connection with your use of the Platform; (c) your fraudulent, unauthorized, or unlawful use of the Platform; or (d) if you are a Client, any Contract you enter into and your engagement, classification, direction, or treatment of any Platform Contractor.

15.2 This Section applies solely to your use of the Platform and is without prejudice to any indemnification obligation under your applicable Agreement relating to the Services.

16. TERM; SUSPENSION AND TERMINATION

16.1 These Terms take effect from the earlier of the date you first access or use the Platform, or the date you create an Account, and remain in effect for as long as you have access to, or use, the Platform, unless earlier terminated in accordance with this Section.

16.2 We may suspend, restrict, or terminate your Account and access to the Platform, in whole or in part, immediately, without prior notice and without liability to you, in our sole discretion if: (a) you breach these Terms or your applicable Agreement with us; (b) we are required to do so to comply with applicable law, a sanctions regime, court order, governmental request, or the requirements of a Payment Service Provider; (c) we reasonably believe your Account or use of the Platform poses a security, fraud, sanctions, or compliance risk, including as described in Section 9, or that your conduct, or credible information we receive about your conduct, poses a reputational, legal, or regulatory risk to the Company or other Users; (d) you become insolvent, are subject to bankruptcy or similar proceedings, or cease to operate in the ordinary course of business; (e) your Agreement with us is suspended or terminated in accordance with its terms; (f) you engage in fraudulent, harassing, or abusive behavior toward the Company or other Users; (g) you engage in conduct that is illegal or harmful to other Users, third parties, or the Company's business interests; or (h) you fail to make any payment required under these Terms or your applicable Agreement.

16.3 Where we suspend or restrict your Account, or pause a payout, under these Terms, we will notify you through the Platform or by email as soon as reasonably practicable, stating that a restriction applies and how to contact us. We may condition reinstatement on your providing information or documents we reasonably request, completing updated verification, and confirming in writing (including by an acknowledgment through the Platform) that you will comply with these Terms, and we may terminate your Account if the conduct that led to the suspension is repeated. During any suspension we may hold pending payouts while we complete our review; funds received on a Platform Contractor's behalf are held only for so long as the review or applicable law requires and are never retained beyond what applicable law requires. Suspension or termination does not affect any accrued and undisputed amounts owed to you under your applicable Agreement or Contract, which, subject to completion of any review and to applicable law, will be paid to your Payout Account.

16.4 If your Account is terminated, you may not create a new Account or otherwise access the Platform without our prior written permission. Upon termination of your Account, you will no longer have access to any content available through your Account, except as required by applicable law or as expressly stated in our Privacy Policy.

16.5 You may request closure of your Account and cease using the Platform at any time by contacting us, provided that you have no active Agreement or Contract and no longer need or wish to use the Platform. Where you have an active Agreement with us, your right to close your Account is governed by that Agreement's termination provisions.

16.6 We may suspend or close any Account that has been inactive for an extended period, upon notice where reasonably practicable.

16.7 Suspension or termination of Platform access is independent of, and does not by itself terminate, any underlying Agreement or Contract, and vice versa, except where the Agreement expressly provides otherwise. Provisions of these Terms that by their nature should survive termination will survive any termination.

17. GOVERNING LAW; DISPUTE RESOLUTION

17.1 These Terms, and any dispute arising out of or relating to your use of the Platform that is not otherwise subject to the dispute resolution provisions of your applicable Agreement with us, are governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles.

17.2 Any action, suit, or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in New York County, New York, and each party irrevocably submits to the personal jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens.

18. ELECTRONIC COMMUNICATIONS AND SIGNATURES

18.1 By using the Platform, you consent to receive communications electronically (including through the Platform) and agree that electronic communications and records satisfy any requirement that they be in writing. Notices posted to your Account on the Platform are effective when posted, as reflected in the Platform records. Notices sent by email to the address recorded in your Account are deemed received on the date of transmission unless the sender receives an automated non-delivery notification within twenty-four (24) hours. You are responsible for keeping your contact details current and for configuring your systems to receive our communications.

18.2 Documents made available for signature through the Platform functionality may be executed electronically, including via a Third-Party Service, and will be binding on the signing party to the same extent as a handwritten signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, and you waive any right to challenge the validity or enforceability of such a document solely on the ground that it was signed or retained electronically.

18.3 The audit trail and completion certificate generated upon signature completion constitute conclusive evidence, absent manifest error, that the document was signed by the identified signatory on the date and time indicated. By signing a document through the Platform, you represent that you have the authority to execute that document, whether on your own behalf or on behalf of the entity you represent, and that you intend to be legally bound by it.

19. MISCELLANEOUS

19.1 These Terms, together with the Privacy Policy, the KYC/AML Policy, the Cookie Policy, the Unsupported Industries list, the Payments Schedule, the Contractor Platform Terms (where applicable), and your Agreement (where applicable), constitute the entire agreement between you and us regarding your use of the Platform, and supersede any prior or contemporaneous understanding on that subject.

19.2 In the event of a conflict between the documents referred to in Section 19.1, the following order of precedence applies: (a) an Order Form, solely in respect of the commercial terms and any special terms expressly recorded in it; (b) a Master Services Agreement or the AOR Platform Agreement, as applicable; (c) any annex to such agreement and the Payments Schedule; (d) a Statement of Work or Contract, to the extent the applicable Agreement permits it to vary other terms; (e) these Terms and, for Platform Contractors, the Contractor Platform Terms; and (f) the policies referred to in Section 19.1. Notwithstanding the foregoing, these Terms prevail with respect to access to and use of the Platform, including acceptable use, security requirements, and technical rules, to the extent so provided in your Agreement.

19.3 If any provision of these Terms is held unenforceable, that provision will be replaced with an enforceable provision that most closely achieves the intent of the original, and the remaining provisions will remain in full force and effect.

19.4 We may assign or transfer our rights and obligations under these Terms, in whole or in part, to an Affiliate or in connection with a merger, acquisition, financing, or sale of assets, without your consent. You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent, and any purported assignment in violation of this Section is void.

19.5 No failure or delay by either party in exercising any right under these Terms will operate as a waiver of that right, nor will any single or partial exercise preclude any other or further exercise of that or any other right.

19.6 These Terms do not confer any rights or remedies on any person other than you and us, except as expressly stated in Section 21.5.

19.7 Neither party will be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, governmental action, labor disputes, or failure of internet, telecommunications, or utility services, or of a Third-Party Service or Payment Service Provider.

19.8 Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and us, unless otherwise expressly provided under an applicable Agreement between you and the Company (or its Affiliates or counterparties). For the avoidance of doubt, the Company's appointment as limited payment collection agent under the Contractor Platform Terms is limited to the receipt and remittance of payments as described therein.

20. DATA RETENTION

20.1 The Platform is not a data storage or backup service. While we maintain reasonable backup procedures for data processed through the Platform, we do not guarantee the availability, completeness, or retention of any content beyond what we are required to retain under applicable law, and you are responsible for maintaining your own copies of any content you consider important. We will retain and delete content in accordance with our Privacy Policy and any statutory retention obligations applicable to our records; nothing in this Section authorizes deletion of content we are required to retain. Except to the extent caused by our failure to exercise reasonable care required under applicable law, we are not liable for any loss or corruption of data resulting from factors outside our direct control, including Third-Party Service failures, internet or infrastructure outages, or your own acts or omissions.

21. CONFIDENTIALITY

21.1 Each party that receives Confidential Information will: (a) use it solely for the purpose for which it was disclosed, including use of the Platform and the performance of Services; (b) protect it using at least the same degree of care it uses to protect its own confidential information of similar nature, and no less than a reasonable degree of care; (c) not disclose it to any third party without the disclosing party's prior consent, except to personnel, contractors, or advisors who need to know it for the Permitted Purpose and who are bound by confidentiality obligations at least as protective as this Section; (d) not use it to circumvent, compete with, or gain an unfair advantage over the disclosing party; and (e) not input it into any third-party artificial-intelligence or machine-learning tool that retains inputs or uses them to train models, unless such retention and training are prohibited under the terms on which the tool is used.

21.2 The Company may disclose Confidential Information to its Affiliates, Payment Service Providers, banking partners, auditors, and professional advisors to the extent reasonably required for onboarding, verification, compliance, the processing of payments, or the operation of the Platform, provided that such recipients are bound by confidentiality obligations or professional duties of confidence. Disclosure of Confidential Information to governmental authorities is governed by Section 12 and Section 21.3.

21.3 A party may disclose Confidential Information to the extent required by law, regulation, or a valid order of a court or governmental authority, provided that, where legally permitted, it gives the disclosing party reasonable advance notice to seek a protective order or other appropriate remedy.

21.4 Upon the disclosing party's written request following the end of the purpose for which Confidential Information was disclosed, the receiving party will return or destroy that Confidential Information, except that it may retain copies as required by applicable law, in accordance with bona fide document retention policies, or in routine archival or backup systems, in each case subject to continued confidentiality.

21.5 Where a Contractor or Platform Contractor receives Confidential Information of a Client in connection with Services for that Client, the obligations in this Section are owed to, and may be enforced directly by, that Client as an intended third-party beneficiary of this Section, in addition to any confidentiality obligations under the applicable Agreement or Contract.

21.6 Notice of immunity under the U.S. Defend Trade Secrets Act. If you are an individual, you will not be held criminally or civilly liable under any U.S. federal or state trade-secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If you file a lawsuit for retaliation for reporting a suspected violation of law, you may disclose the trade secret to your attorney and use it in the court proceeding, provided you file any document containing the trade secret under seal and do not disclose it except pursuant to court order.

21.7 Each party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the disclosing party is entitled to seek injunctive relief in addition to any other available remedy. This Section shall survive for three (3) years following the termination of these Terms, except that obligations relating to trade secrets shall survive for as long as the relevant information remains a trade secret under applicable law.

22. CONTACT US

22.1 To resolve a complaint regarding the Platform, or to request further information, please contact us at:

Telecom Apps LLC, 303 Twin Dolphin Drive, Suite 800, Redwood City, CA 94065, United States

Stape Online Ltd, Sovereign Gate, 18-20 Kew Road, Richmond, TW9 2NA, United Kingdom

Email: support@kleos.io

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Telecom Apps LLC · 303 Twin Dolphin Drive, CA, US / 541 Jefferson Ave, CA, US
Stape Online LTD · TW9 2NA, United Kingdom
support@kleos.io
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