Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and iCloser Ltd. ("iCloser," "we," "us," or "our") governing your access to and use of the iCloser platform, including our website, mobile applications, and all related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our Services.

Eligibility

To use our Services, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into a binding agreement
• Not be prohibited from using our Services under applicable laws
• Complete our identity verification (KYC) process
• Not be located in a jurisdiction where our Services are prohibited.Specifically, iCloser does not provide services to residents of mainland China. Users from restricted regions, including but not limited to mainland China, are strictly prohibited from accessing or using the platform.

Mobile Application Availability

iCloser iOS 1.10 is currently distributed through the Apple App Store and, as of this notice, is listed for download in 61 countries and regions. The current App Store listing is available here: official App Store page.

App Store listing availability does not mean that every Service or regulated feature is available in every jurisdiction. Product access may depend on local law, internal compliance review, sanctions screening, technical roll-out, and approval or support from our licensed partners.

If a country or region is not currently supported for App Store distribution, or if a product is not yet enabled for that jurisdiction, iCloser may temporarily be unable to provide download access or related services there.

Account Registration

To access certain features of our Services, you must create an account. When registering, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your login credentials secure and confidential
• Notify us immediately of any unauthorized access
• Accept responsibility for all activities under your account

Money Services Business Compliance

iCloser Ltd. is registered with FinCEN as a Money Services Business (MSB #31000311076673). Where money transmission or payment-related features are offered, availability and use remain subject to applicable law, partner controls, compliance review, and jurisdictional restrictions.

FATCA Compliance and Tax Information

Users who apply for Virtual Account (VA) services may be required by the authorized financial partner to provide FATCA-related tax status information under applicable U.S. tax compliance requirements, including the Foreign Account Tax Compliance Act (FATCA), 26 U.S.C. §§ 1471–1474, and related IRS regulations.

Tax Status Declaration

During the VA account application, you are required by law to declare your U.S. tax status — specifically, whether you are a U.S. Person, U.S. Citizen, or U.S. Resident Alien for tax purposes. This declaration is part of a standard tax compliance form and cannot be bypassed.

Tax Identification Number Collection

If you are a U.S. Person for tax purposes, you will be required to provide your Social Security Number (SSN) or Employer Identification Number (EIN). This information is collected solely for FATCA compliance and IRS reporting. By submitting your tax identification number, you:

• Certify under penalties of perjury that the information provided is accurate and complete
• Authorize the authorized financial partner, and any required compliance service providers, to process and report applicable account information as required under FATCA and related regulations
• Acknowledge that providing false tax identification information may constitute a federal offense under 18 U.S.C. § 1001

Non-U.S. Persons

If you declare that you are not a U.S. Person for tax purposes, you may be required to complete a W-8BEN or equivalent tax form. Your account information may still be reportable under applicable intergovernmental agreements (IGAs) between the United States and your country of tax residence.

Services Description

iCloser DID

Our Decentralized Identity service allows you to create and manage a verified digital identity. Your privacy and data protection are governed by GDPR-aligned policies and the Colorado Privacy Act 2023.

Black-Gold Visa

Black-Gold Visa access is provided through authorized partner institutions. iCloser Ltd. does not directly issue or manage any Visa-branded cards; card issuance and related card services are handled by authorized partners where available and approved.

VA Financial Infrastructure

VA Financial Infrastructure is a partner-supported USD virtual account access workflow that may include ACH, domestic wire, and SWIFT/BIC credentials where available and approved. iCloser Ltd. provides the technology interface; account approval, availability, limits, and settlement processing remain subject to partner review, jurisdiction, and applicable law.

AgentFI

A permissioned workflow preview interface that helps users structure payment access, settlement, wallet management, and financial task review flows. All AgentFI actions are subject to user-defined permissions, approval flows, and audit logging. AgentFI does not initiate any movement of customer balances without explicit user authorization through the applicable permission and approval flow. This service is for informational and task-assistance purposes only and does not constitute investment advice.

Prohibited Activities

You agree not to:

• Use our Services for any illegal purpose or in violation of any laws
• Engage in money laundering, terrorist financing, or other financial crimes
• Provide false or misleading information
• Attempt to gain unauthorized access to our systems
• Interfere with or disrupt our Services
• Use our Services to transmit malware or harmful code
• Violate the rights of others, including intellectual property rights
• Use automated systems to access our Services without permission

Fees and Payments

Certain Services are subject to fees as described below and as disclosed within the application prior to each fee-bearing transaction. By confirming a fee-bearing action, you authorize iCloser to charge the applicable fee from your designated payment source.

VA Account Technical Service Fee

Applying for Virtual Account (VA) access requires a one-time technical service fee of USD $99.99. This fee is a technology and compliance infrastructure charge covering the application workflow, compliance integration, and technical setup required to request dedicated USD virtual account credentials from an authorized financial partner. It is not a bank fee and does not represent payment to any financial partner.

Refund Policy — VA Technical Service Fee

The VA technical service fee is subject to the following refund terms, which are disclosed to you at the time of application:

• VA account access is approved and provisioned: The $99.99 fee is non-refundable once the approved USD virtual account credentials are provisioned.
• Account creation fails due to a technical error attributable to iCloser: The full $99.99 fee will be refunded to your originating wallet within 10 business days.
• Account creation fails due to compliance review outcome (KYC not cleared, FATCA declaration incomplete, or risk-based denial by the authorized financial partner): A processing cost of $5.00 is retained to cover gas fees, KYC routing, and compliance review infrastructure. The remaining $94.99 will be refunded to your originating wallet within 10 business days of the failure determination.
• On-chain gas costs: Network transaction fees (gas) incurred during payment processing are charged by the blockchain network and are outside iCloser's control. These costs are not refundable under any circumstances.

Refund requests or disputes regarding the VA technical service fee must be submitted to support@icloser.xyz within 30 calendar days of the transaction date.

Other Service Fees

Additional fees may apply to specific features including, without limitation, foreign conversion services, wallet-to-account settlement, Black-Gold Visa funding, and outbound payment orders. All applicable fees are disclosed clearly before you confirm any fee-bearing transaction. We reserve the right to update our fee schedule with reasonable prior notice posted on the platform.

Intellectual Property

All content, features, and functionality of our Services, including but not limited to text, graphics, logos, and software, are owned by iCloser or our licensors and are protected by intellectual property laws. You may not copy, modify, distribute, or create derivative works without our express written permission.

Disclaimers

Our Services are provided "as is" and "as available" without warranties of any kind, either express or implied. We do not warrant that our Services will be uninterrupted, error-free, or secure.

Limitation of Liability

Aggregate Liability Cap. To the maximum extent permitted by applicable law, iCloser's total cumulative liability to you for all claims arising out of or relating to these Terms or the Services shall not exceed the greater of: (a) the total fees actually paid by you to iCloser in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) USD $100.00.

Excluded Damages. iCloser shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or related to:

• Your use of, or inability to use, the Services
• Unauthorized access to or alteration of your account, transmissions, or data
• Loss of private keys, recovery phrases, or wallet access credentials
• Irreversible blockchain transactions executed with your wallet credentials
• Actions, decisions, or inactions of authorized financial partners or third-party service providers (including KYC providers)
• Digital asset price movements, conversion rate fluctuations, or market volatility
• Service interruptions, system outages, or force majeure events

Non-Waivable Rights. Nothing in these Terms limits liability that cannot be excluded under the Colorado Consumer Protection Act (C.R.S. § 6-1-101 et seq.), the Colorado Privacy Act, or other non-waivable statutory consumer protections applicable to Colorado residents.

Indemnification

You agree to indemnify and hold harmless iCloser and its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from your use of our Services or violation of these Terms.

Termination

We may suspend or terminate your access to our Services at any time, with or without cause, and with or without notice. Upon termination, your right to use our Services will immediately cease.

Account Closure and Fund Return: Upon termination, we will provide you with reasonable access to withdraw any remaining funds in your account, subject to applicable legal holds, regulatory requirements, and our AML/KYC obligations. We will make commercially reasonable efforts to process fund withdrawals within 30 business days of a valid withdrawal request.

Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, United States, without regard to its conflict of law principles.

Informal Resolution

Before initiating any formal dispute resolution process, you agree to first contact us at privacy@icloser.xyz to attempt to resolve any dispute informally. We will attempt to resolve the dispute within 60 days.

Arbitration Agreement

If informal resolution is unsuccessful, any dispute, claim, or controversy arising out of or relating to these Terms or our Services shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Denver, Colorado.

Class Action Waiver

You agree that any arbitration or court proceeding shall be conducted on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration.

Small Claims Court

Notwithstanding the above, either party may bring an individual action in small claims court in Denver County, Colorado, for disputes within the court's jurisdictional limits.

Colorado Consumer Protection

Nothing in these Terms shall limit your rights under the Colorado Consumer Protection Act (C.R.S. § 6-1-101 et seq.) or other applicable Colorado consumer protection laws. Colorado residents retain all statutory rights that cannot be waived by contract.

Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our platform. Your continued use of our Services after such changes constitutes acceptance of the modified Terms.

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