> For the complete documentation index, see [llms.txt](https://docs.bankly.cc/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.bankly.cc/legal/terms-and-conditions.md). # Terms and Conditions *Effective Date: \[date]* **PLEASE READ THESE TERMS AND CONDITIONS ("TERMS") CAREFULLY BEFORE ACCESSING OR USING THE BANKLY PLATFORM. THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND CAVALEROTECH. BY CLICKING "AGREE," COMPLETING REGISTRATION, OR OTHERWISE USING THE PLATFORM, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE PLATFORM.** *** ### 1. DEFINITIONS As used in these Terms, the following capitalized terms have the meanings set forth below: * "Agreement" or "Terms" means these Terms and Conditions, together with all schedules, appendices, and documents incorporated by reference herein. * "Account Balance" or "Balance" means the prepaid US Dollar value held in your Bankly account, funded by your Digital Asset top-ups and available to spend via the Bankly Card and other Platform services. * "Bankly Card" means the virtual and/or physical prepaid payment card made available through the Card Partner's card program. * "Card Partner" means \[Card-issuing partner], a licensed card program manager and issuing sponsor that provides Bankly Card issuance, authorization, clearing, and fiat settlement services. * "Digital Assets" means cryptocurrencies, tokens, and stablecoins supported by the Platform for funding your Account Balance from time to time, currently including USDC, USDT, BTC, ETH, SOL, and BNB. * "KYC/AML" means Know Your Customer and Anti-Money Laundering compliance procedures required under applicable law. * "Membership" means a subscription tier (Basic, Plus, Premium, Black, or Private) granting access to Platform features as described in Section 7. * "Platform" means the Bankly iOS application, Telegram mini-app, APIs, card program, and all related services operated by CavaleroTech. * "Prohibited Countries" has the meaning set forth in Section 3.2. * "Restricted U.S. States" has the meaning set forth in Section 3.3. * "Top-Up" means the conversion of supported Digital Assets you send to the Platform into US Dollar value credited to your Account Balance. * "USDC" means USD Coin, a regulated US Dollar-pegged stablecoin. * "XP" means non-monetary loyalty points earned through Platform activity, as further described in Section 8. * "You" or "User" means any individual or entity that accesses or uses the Platform. *** ### 2. ACCEPTANCE OF TERMS 2.1 By accessing or using the Platform in any manner — including by creating an account, completing KYC verification, topping up your Account Balance, or using the Bankly Card — you represent that you have read, understood, and agree to be bound by these Terms and all policies incorporated herein. 2.2 If you access the Platform on behalf of a legal entity, you represent that you have authority to bind that entity to these Terms, and the term "you" refers to such entity. 2.3 Bankly reserves the right to update these Terms at any time. Bankly will provide notice of material changes through the Platform or by email. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue use of the Platform immediately. 2.4 These Terms incorporate by reference: (a) the Bankly Card Terms - US; (b) the Bankly Card Terms - International User; (c) the Bankly Privacy Policy; and (d) any supplemental disclosures made available through the Platform. In the event of a conflict between these Terms and the Card Terms on card-specific matters, the applicable Card Terms shall prevail. *** ### 3. ELIGIBILITY AND GEOGRAPHIC RESTRICTIONS #### 3.1 Age and Legal Capacity You must be at least eighteen (18) years of age and possess full legal capacity to enter into a binding contract under the laws of your jurisdiction. Persons under 18 are strictly prohibited from using the Platform. #### 3.2 Prohibited Countries Use of the Platform is strictly prohibited for persons who are located in, ordinarily resident in, organized under the laws of, or nationals of any of the following countries ("Prohibited Countries"): * Belarus * China (Mainland) * Cuba * India * Iran * Iraq * Israel * Myanmar * Nepal * Nicaragua * North Korea (Democratic People's Republic of Korea) * Russia * Syria * Turkey * Ukraine * Venezuela * Vietnam Bankly may update this list at any time to comply with applicable sanctions regimes, including those administered by the United Nations, the U.S. Office of Foreign Assets Control ("OFAC"), the European Union, or the UAE. You are responsible for monitoring updates and ceasing use immediately if your jurisdiction is added. #### 3.3 Restricted U.S. States Users located in or resident in the following U.S. states are not eligible to access or use certain or all features of the Platform, including card services, without separate written authorization from Bankly ("Restricted U.S. States"): * Arizona * Delaware * Georgia * Idaho * Louisiana * Maryland * Nevada * New Mexico * North Dakota * Ohio * Oregon * Rhode Island * South Dakota * Vermont * Washington * Wisconsin Bankly may modify this list at any time. Residents of Restricted U.S. States must not attempt to access restricted services. Bankly is not liable for harm arising from Platform use in violation of this Section. #### 3.4 Sanctions Compliance Use of the Platform by any person or entity that is: (a) listed on any sanctions list maintained by OFAC, the UN Security Council, the UAE Ministry of Economy, or any applicable government authority; (b) located in a Prohibited Country; or (c) otherwise subject to comprehensive economic or trade sanctions, is strictly prohibited. Bankly may employ IP geolocation, KYC data, and screening tools to enforce these restrictions and reserves the right to deny, suspend, or terminate access without notice if a sanctions concern is identified. #### 3.5 Source of Funds You represent and warrant that all Digital Assets used to fund your Account Balance in connection with the Platform are lawfully acquired, beneficially owned by you, and free from any third-party claims, liens, or encumbrances. You must not use the Platform to transact in assets derived from illegal activity, including fraud, money laundering, or terrorist financing. *** ### 4. ACCOUNT REGISTRATION AND SECURITY 4.1 Except for the Private tier (as described in Section 7), you must complete registration and successfully pass Bankly's KYC verification process. You agree to provide true, accurate, current, and complete information during registration and to promptly update such information if it changes. 4.2 Your Account Balance is held as US Dollar value. Digital Assets you send to the Platform are converted to US Dollars on Top-Up; the converted value is recorded as your Account Balance. You are responsible for the security of your account credentials and authentication factors. Bankly is not liable for losses resulting from your failure to safeguard your credentials. 4.3 You are responsible for all activity occurring under your account. You must immediately notify Bankly at if you suspect unauthorized access to your account. 4.4 You must not share account credentials with third parties or allow unauthorized third-party access to your account. 4.5 Bankly reserves the right to require additional verification at any time for security, compliance, or regulatory purposes. 4.6 Card data associated with your Bankly Card is encrypted in transit and at rest. Bankly does not store full card numbers or sensitive card authentication data beyond what is required by applicable payment card industry standards. Card issuance is governed by the applicable Card Terms. *** ### 5. DESCRIPTION OF PLATFORM SERVICES #### 5.1 Account Balance and Top-Ups Bankly provides a global US Dollar account. You fund your Account Balance by sending supported Digital Assets (including USDC, USDT, BTC, ETH, SOL, and BNB) to the Platform, which are converted to US Dollar value and credited to your Balance. Your Account Balance: * Is denominated and held in US Dollars; * Is available to spend via the Bankly Card and other Platform services up to your available Balance; * Does not bear interest and does not constitute a deposit, investment, or interest-bearing product; * Is not extended on credit. You may only spend value you have actually funded and that is available in your Balance. Conversion rates applied at Top-Up are determined by prevailing market conditions and any applicable fees disclosed within the Platform. All confirmed on-chain Top-Up transactions are final and irreversible. #### 5.2 Bankly Card Bankly provides access to a virtual and/or physical prepaid payment card issued under the Card Partner's licensed card program. The Bankly Card: * Enables you to spend your US Dollar Account Balance at merchants accepting Visa, Apple Pay, and Google Pay; * Draws solely from your own available Account Balance — it is a prepaid/debit-style card and does not extend credit, a credit line, or any borrowing facility; * Is issued virtually and available after successful KYC completion (except for the Private tier, which is issued without KYC as described in Section 7); * May be frozen, blocked, or managed directly through the Platform; * Is subject to the applicable Card Terms, which govern issuance, limits, fees, and cardholder rights. Bankly does not itself issue payment cards. Card authorization, clearing, and fiat settlement are performed by the Card Partner through its licensed regulated financial institution infrastructure. The Bankly Card carries no APR, interest, finance charge, billing cycle, minimum payment, or credit obligation of any kind, because it spends only the value you have already funded. #### 5.3 Membership Bankly offers tiered Membership subscriptions (Basic, Plus, Premium, Black, and Private) unlocking premium features, enhanced limits, and lifestyle benefits, as described in Section 7. Membership is a subscription product and does not constitute a deposit, investment, or interest-bearing product. #### 5.4 XP Loyalty Program Bankly operates an XP loyalty program rewarding user activity on the Platform, as further described in Section 8. #### 5.5 Referral Program Bankly offers a referral program through which existing users may earn XP and bonuses for verified referrals. Referral rewards are determined by Membership tier. Bankly reserves the right to modify or discontinue the referral program at any time. #### 5.6 Platform Role Bankly operates a technology platform providing access to a prepaid US Dollar account and card program. Bankly does not: (a) act as an investment advisor or broker-dealer; (b) provide financial, investment, legal, or tax advice; or (c) extend credit, loans, or borrowing facilities of any kind. Card authorization, clearing, and fiat settlement occur through the Card Partner's regulated infrastructure. *** ### 6. FEES AND PAYMENTS #### 6.1 Membership Fees Membership fees are charged in US Dollars (debited from your Account Balance, or payable in USDC) and are non-refundable except as required by applicable mandatory consumer protection law. Fees are debited at enrollment and, for annual tiers, on each annual renewal date. The Private tier is charged on a per-card basis. | Tier | Fee | Monthly Spend Limit | Per-Transaction Limit | | ------- | ----------- | ------------------------ | ------------------------ | | Basic | Free | $2,000 | $1,000 | | Plus | $99 / year | $10,000 | $3,000 | | Premium | $249 / year | $50,000 | $10,500 | | Black | $999 / year | $750,000 | $25,000 | | Private | $25 / card | As disclosed at issuance | As disclosed at issuance | Annual Memberships renew automatically on each anniversary of enrollment unless canceled before the renewal date through the Platform. Bankly may adjust fees, limits, or benefits with at least thirty (30) days' prior notice. Continued use of Membership benefits after the effective date of any change constitutes acceptance of the revised terms. Actual limits may vary based on KYC verification level, regulatory requirements, and internal risk assessment. #### 6.2 Cashback Rates by Membership Tier | Tier | Card Cashback (USDC) | XP Cashback | | ------- | -------------------- | ----------- | | Basic | 0.5% | 1% | | Plus | 1.0% | 3% | | Premium | 1.5% | 6% | | Black | 2.0% | 10% | Private-tier cashback, where offered, is disclosed at card issuance. #### 6.3 Transaction and Platform Fees | Tier | Card Txn | FX Fee | Bank transfer | Trading | | ------- | -------- | ------ | ------------- | ------- | | Basic | 0% | 1% | 2% | 1% | | Plus | 0% | 0.5% | 1.5% | 0.9% | | Premium | 0% | 0.25% | 1% | 0.7% | | Black | 0% | 0% | 0.5% | 0.5% | Fee descriptions: * Card Transaction Fee: applied to purchases made with the Bankly Card. * Foreign Exchange (FX) Fee: applied to card transactions in a currency other than US Dollars. * Top-Up Fee: applied to Digital Asset deposits converted into your Account Balance. * Bank Transfer Fee: applied to transfers to or from a linked bank account. * Trading/Conversion Fee: applied to currency conversions and other on-platform conversion activity. All fees are subject to change. Updated fees will be disclosed within the Platform or website at least fourteen (14) days prior to their effective date. Continued use after the effective date constitutes acceptance of the revised fees. #### 6.4 Cashback Terms Cashback accrues solely from fees generated within the Bankly ecosystem, including Bankly Card transaction fees and conversion fees on the Platform. Cashback does not accrue on transactions processed by third-party providers or external services not operated by Bankly. Bankly reserves the right to modify, suspend, or terminate the Cashback program, and to claw back Cashback accrued through abuse, fraud, manipulation, or violation of these Terms. *** ### 7. MEMBERSHIP BENEFITS AND TERMS 7.1 Membership tiers provide access to the following categories of benefits, subject to eligibility and availability: (a) enhanced spending limits; (b) reduced transaction and FX fees; (c) Cashback and XP multipliers; (d) travel lifestyle perks including airport lounge access and fast-track services; and (e) hotel discounts and concierge services (Black tier). The Private tier provides a Bankly Card issued without KYC on a per-card basis, with benefits and limits disclosed at issuance. 7.2 Membership fees are a subscription access charge and do not constitute a deposit, investment, or prepayment for any specific service. Access to Membership benefits — including cashback, fee discounts, lounge access, and concierge — constitutes full delivery and utilization of Membership value. 7.3 All Membership fees are final and non-refundable except where mandatory consumer protection laws of your jurisdiction expressly require otherwise. No prorated refunds are provided for early cancellation or unused subscription time. 7.4 Bankly reserves the right to modify, suspend, or discontinue any Membership tier or benefit with prior notice. Material changes will be communicated through the Platform. 7.5 Lifestyle benefits (airport lounges, concierge, hotel discounts) are provided through third-party partners. Bankly makes no representation or warranty regarding third-party benefit availability, quality, or continuity. Bankly is not liable for third-party partner failures or changes to benefit programs. *** ### 8. XP LOYALTY PROGRAM 8.1 XP is a non-monetary loyalty point system rewarding user engagement on the Platform. XP may be earned through card usage, Account Balance top-ups, referrals, and other activities designated by Bankly from time to time. 8.2 XP has no monetary value, is not redeemable for cash, is not transferable, and does not constitute a financial instrument, security, investment product, or deposit. XP is a promotional loyalty benefit only. 8.3 XP may affect a User's weighting in any future Bankly Token Generation Event ("TGE"), if and when such event is conducted. AS OF THE EFFECTIVE DATE OF THESE TERMS, NO TOKEN HAS BEEN ISSUED, NO ALLOCATION HAS BEEN DETERMINED, NO LAUNCH DATE HAS BEEN ESTABLISHED, AND NO TGE STRUCTURE EXISTS. Bankly makes no representation, warranty, or commitment regarding the timing, structure, occurrence, value, or regulatory treatment of any future TGE or associated token. Any future token activities will be subject to separate terms and applicable regulatory requirements at the time of such event. 8.4 Bankly reserves the right to modify, suspend, claw back, or terminate the XP program at any time without prior notice and without obligation to compensate Users. XP earned through abuse, fraud, or manipulation of Platform systems will be forfeited. 8.5 XP carries no guaranteed value and should not be relied upon as the basis for any financial decision. Bankly expressly disclaims all liability arising from reliance placed on XP valuations, projections, or speculative value. *** ### 9. ACCEPTABLE USE POLICY 9.1 You agree to use the Platform solely for lawful purposes and in compliance with all applicable laws and regulations. You must not: * Use the Platform in any Prohibited Country or Restricted U.S. State as defined in Section 3; * Use the Platform for money laundering, terrorist financing, sanctions evasion, fraud, or any other illegal financial activity; * Attempt to circumvent, bypass, or manipulate KYC/AML verification procedures or compliance controls; * Manipulate or abuse the XP system, Cashback program, referral program, or any other Platform feature; * Introduce malware, viruses, bots, scripts, or other harmful code to the Platform; * Attempt to gain unauthorized access to any Platform system, account, or data; * Reverse engineer, decompile, or attempt to extract source code from the Platform; * Use the Platform to transmit unsolicited communications or spam; * Impersonate Bankly, its employees, partners, or other users; * Create an undue or disproportionate load on Platform infrastructure; * Use the Platform in violation of applicable intellectual property laws; * Resell, sublicense, or provide unauthorized third-party access to the Platform. 9.2 Bankly reserves the right to investigate suspected violations and take any action it deems appropriate, including suspension or termination of access, clawback of benefits, and referral to law enforcement. *** ### 10. RISK DISCLOSURES **YOU ACKNOWLEDGE AND ACCEPT THAT USING THE PLATFORM INVOLVES RISKS INCLUDING THOSE DESCRIBED BELOW. THIS LIST IS NOT EXHAUSTIVE. BY USING THE PLATFORM, YOU EXPRESSLY ACCEPT ALL RISKS ASSOCIATED WITH DIGITAL ASSET TOP-UPS, CARD PROGRAM INFRASTRUCTURE, AND THE BLOCKCHAIN NETWORKS USED TO FUND YOUR ACCOUNT BALANCE.** #### 10.1 Digital Asset Top-Up Risk Digital Assets used to fund your Account Balance are highly volatile. The US Dollar value credited to your Balance is determined at the time of Top-Up; price movements before a Top-Up is confirmed may affect the amount credited. Once converted, your Balance is held in US Dollars and is not subject to ongoing crypto price fluctuation. Past performance is not indicative of future results. #### 10.2 Third-Party Dependency Risk Bankly relies on third-party infrastructure including the Card Partner, blockchain networks used for Top-Ups, payment networks, and other service providers. Any of these may fail, be exploited, become unavailable, or be subject to regulatory action. Bankly is not liable for the failure, insolvency, downtime, security breach, or regulatory action affecting any third-party provider. Bankly does not control and cannot guarantee the continued availability, security, or integrity of any third-party infrastructure. #### 10.3 Card Partner Risk The Bankly Card program is operated through the Card Partner. The Card Partner may suspend, restrict, or modify card services, authorization, clearing, or settlement at any time, including in response to regulatory action affecting it. Bankly may be unable to provide card spending functionality if Card Partner services are disrupted, and Bankly shall have no liability for losses arising from a Card Partner failure, suspension, or cessation. #### 10.4 Blockchain and Network Risk Blockchain networks used for Top-Ups may experience congestion, forks, validator failures, consensus failures, outages, or other events that delay, prevent, or affect transactions. All confirmed on-chain transactions are final and irreversible. Bankly cannot reverse, cancel, or modify confirmed blockchain transactions under any circumstances. #### 10.5 Regulatory Risk The regulatory treatment of Digital Assets and crypto-funded financial services is uncertain and evolving. Changes in applicable laws may affect the legality, availability, structure, or economics of the Platform and its services. Bankly may modify, restrict, or terminate services at any time in response to regulatory developments, without liability to users. #### 10.6 No Financial Advice Nothing on the Platform constitutes financial, investment, legal, or tax advice. Bankly is not a registered investment advisor, broker-dealer, financial planner, or tax professional. You must consult qualified professional advisors before making any financial decisions related to Digital Assets or any Platform service. #### 10.7 Account Security Risk You are solely responsible for the security of your account credentials and authentication factors. Loss, theft, or compromise of your credentials may result in unauthorized access to your Account Balance and Bankly Card. You must immediately notify Bankly of any suspected compromise so that protective action can be taken. #### 10.8 As-Is Platform THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. BANKLY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS. *** ### 11. INTELLECTUAL PROPERTY 11.1 All content, software, designs, graphics, trademarks, logos, and other intellectual property on or comprising the Platform ("Bankly IP") are owned by or licensed to CavaleroTech and protected by applicable law. These Terms do not grant you any right, title, or license in Bankly IP beyond the limited right to use the Platform as set forth herein. 11.2 Bankly grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for personal, non-commercial purposes in accordance with these Terms. 11.3 You must not reproduce, distribute, modify, create derivative works of, publicly display, or transmit any Bankly IP without prior written consent from Bankly. 11.4 You retain ownership of content you submit to the Platform. By submitting content, you grant Bankly a worldwide, royalty-free, perpetual license to use, store, and process such content to operate the Platform and comply with legal obligations. 11.5 Intellectual property infringement notices should be directed to . *** ### 12. KYC, AML, AND REGULATORY COMPLIANCE 12.1 Bankly and its partners are committed to compliance with applicable AML, counter-terrorist financing (CTF), KYC, and sanctions regulations. As a condition of Platform access (other than the Private tier, which is issued without KYC), you must successfully complete identity verification and any ongoing monitoring required. 12.2 You consent to Bankly and its authorized partners: (a) collecting, processing, and retaining your identity documents and personal data for KYC/AML purposes; (b) conducting ongoing transaction monitoring; (c) sharing your information with regulatory authorities, law enforcement, and Card Partner entities as required by law; and (d) conducting enhanced due diligence triggered by risk indicators. 12.3 Bankly may freeze, restrict, or block your account, Account Balance, or card without prior notice if: (a) suspicious activity is detected; (b) required by a regulatory or law enforcement authority; (c) your KYC information is incomplete, inaccurate, or expired; or (d) Bankly determines such action is necessary for compliance or security. 12.4 Bankly is not required to disclose the reason for any freeze or restriction where disclosure is prohibited by law, court order, or regulatory directive. 12.5 Failure to provide, update, or maintain KYC documentation upon request will result in service suspension. You must notify Bankly of any material change to your verification information. *** ### 13. PRIVACY AND DATA PROTECTION 13.1 Bankly processes personal data in accordance with its Privacy Policy, available at , incorporated into these Terms by reference. By using the Platform, you agree to the collection, use, and processing of your personal data as described therein. 13.2 Bankly collects personal data including identity documents, biometric KYC data, Digital Asset addresses used for Top-Ups, transaction history, device information, and usage data, used to operate the Platform, comply with legal obligations, prevent fraud, and improve services. 13.3 On-chain Top-Up transaction data is publicly visible on the blockchain. Blockchain data is immutable and cannot be deleted. Bankly is not responsible for the public nature of on-chain data. 13.4 Bankly implements commercially reasonable technical and organizational security measures to protect personal data. No system is perfectly secure, and Bankly does not guarantee absolute data security. 13.5 Bankly may transfer personal data internationally, including to the UAE and other jurisdictions, subject to appropriate safeguards described in the Privacy Policy and in compliance with the UAE PDPL and, where applicable, UK-EU GDPR. *** ### 14. THIRD-PARTY SERVICES AND LINKS 14.1 The Platform integrates with third-party services including the Card Partner, blockchain networks used for Top-Ups, payment networks, lifestyle benefit partners, and analytics providers. These services are subject to their own terms and privacy policies. Bankly does not control, endorse, or assume responsibility for third-party services. 14.2 Your interactions with third-party services are solely between you and the relevant third party. Bankly is not liable for any loss, damage, or dispute arising from your use of third-party services. 14.3 Bankly may receive compensation from third-party providers in connection with the Platform. Any material compensation arrangements will be disclosed as required by applicable law. *** ### 15. DISCLAIMER OF WARRANTIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL SERVICES, CONTENT, AND FUNCTIONALITY ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BANKLY AND CAVALEROTECH EXPRESSLY DISCLAIM ALL WARRANTIES INCLUDING: (A) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF ANY PLATFORM INFORMATION; (D) WARRANTIES REGARDING THE PERFORMANCE, SECURITY, OR AVAILABILITY OF THE CARD PARTNER, ANY PAYMENT NETWORK, OR ANY INTEGRATED SERVICE; AND (E) WARRANTIES REGARDING THE FUTURE VALUE OF ANY DIGITAL ASSET USED TO FUND YOUR ACCOUNT BALANCE. *** ### 16. LIMITATION OF LIABILITY **TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:** 16.1 IN NO EVENT SHALL BANKLY, CAVALEROTECH, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, DIGITAL ASSETS, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO: (A) YOUR USE OF OR INABILITY TO USE THE PLATFORM; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR ACCOUNT OR ACCOUNT BALANCE; (C) ANY FAILURE, VULNERABILITY, OR EXPLOIT IN ANY BLOCKCHAIN NETWORK USED FOR TOP-UPS; (D) ANY ACTION OR INACTION OF ANY THIRD-PARTY SERVICE PROVIDER INCLUDING THE CARD PARTNER; OR (E) ANY OTHER MATTER RELATING TO THE PLATFORM, EVEN IF BANKLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 16.2 IN NO EVENT SHALL BANKLY'S OR CAVALEROTECH'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM EXCEED THE LESSER OF: (A) TOTAL FEES ACTUALLY PAID BY YOU TO BANKLY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD 100). 16.3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITIES. IN SUCH JURISDICTIONS, THE ABOVE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. NOTHING IN THESE TERMS LIMITS OR EXCLUDES BANKLY'S LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR DEATH OR PERSONAL INJURY CAUSED BY BANKLY'S NEGLIGENCE TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW. *** ### 17. INDEMNIFICATION 17.1 You agree to indemnify, defend, and hold harmless CavaleroTech, Bankly, and their respective officers, directors, employees, affiliates, agents, licensors, and service providers ("Indemnified Parties") from and against all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: * your use of the Platform or any Service; * your breach or alleged breach of these Terms; * your violation of any applicable law or regulation, including KYC/AML obligations, geographic restrictions, or sanctions; * your violation of any third-party rights, including intellectual property or privacy rights; * your Digital Assets, Top-Ups, or on-chain activity; * any content or information you submit to the Platform; * any dispute between you and a third party arising from your use of the Platform. 17.2 Bankly reserves the right to assume exclusive control of defense of any matter subject to indemnification by you, in which case you agree to cooperate in asserting available defenses. You must not settle any claim imposing obligations on Bankly without Bankly's prior written consent. *** ### 18. SUSPENSION AND TERMINATION 18.1 Bankly may, in its sole discretion and without prior notice, suspend, restrict, or terminate your access to the Platform or any Service if: * you breach or violate any provision of these Terms; * Bankly suspects fraud, unauthorized access, or illegal activity associated with your account; * required by any regulatory authority, law enforcement agency, or court order; * your KYC information is incomplete, inaccurate, or expired, or you fail ongoing compliance requirements; * you are accessing the Platform from a Prohibited Country or Restricted U.S. State; * continued access poses a risk to Platform security, other users, or Bankly's compliance obligations; * required for maintenance, upgrades, or technical reasons. 18.2 You may terminate your account at any time by contacting and completing required offboarding, including settlement of any outstanding fees. 18.3 Upon suspension or termination: (a) your right to access the Platform immediately ceases; (b) all accrued XP, Cashback, and Membership benefits are forfeited; (c) you remain liable for all outstanding obligations including transaction fees; and (d) no refund of Membership fees is provided for unused subscription periods. Any remaining Account Balance will be made available to you in accordance with applicable law and the offboarding process, subject to compliance and AML requirements. 18.4 Bankly reserves the right to immediately suspend access to card functionality — without prior notice and without liability — in the event Bankly becomes aware of, or reasonably suspects, a security incident, regulatory action, or service disruption affecting the Card Partner or any payment network. Such suspension may remain in effect until service may safely resume. No refund, compensation, or damages shall be owed to any user as a result of such a suspension. 18.5 Sections 10, 11, 15, 16, 17, 19, and all provisions that by their nature survive, shall survive termination of these Terms. 18.6 Bankly will retain personal data as required by applicable law, including AML record-keeping requirements. *** ### 19. GOVERNING LAW AND DISPUTE RESOLUTION #### 19.1 Governing Law These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of the United Arab Emirates, without regard to its conflict of law principles. #### 19.2 Informal Resolution Before initiating formal proceedings, you agree to contact Bankly at and attempt informal resolution for a period of thirty (30) days. If not resolved informally within thirty (30) days, either party may proceed to arbitration as set forth below. #### 19.3 Binding Arbitration ANY AND ALL DISPUTES, CONTROVERSIES, OR CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR THE SERVICES — INCLUDING DISPUTES REGARDING THEIR EXISTENCE, VALIDITY, BREACH, OR TERMINATION — SHALL BE EXCLUSIVELY REFERRED TO AND FINALLY RESOLVED BY BINDING ARBITRATION UNDER THE RULES OF THE DUBAI INTERNATIONAL ARBITRATION CENTRE ("DIAC"), WHICH RULES ARE INCORPORATED HEREIN BY REFERENCE. THE SEAT OF ARBITRATION SHALL BE DUBAI, UNITED ARAB EMIRATES. PROCEEDINGS SHALL BE CONDUCTED IN ENGLISH. THE ARBITRAL AWARD SHALL BE FINAL AND BINDING AND MAY BE ENFORCED IN ANY COURT OF COMPETENT JURISDICTION. #### 19.4 Class Action Waiver YOU AND BANKLY EACH AGREE THAT ANY CLAIM SHALL BE BROUGHT IN YOUR OR BANKLY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR SHALL NOT HAVE AUTHORITY TO CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. #### 19.5 Exceptions Notwithstanding the foregoing, either party may seek emergency injunctive or other interim relief from a court of competent jurisdiction solely to prevent irreparable harm pending completion of arbitration. Such application shall not constitute a waiver of the right to arbitrate. *** ### 20. MISCELLANEOUS 20.1 **Entire Agreement.** These Terms and all documents incorporated by reference constitute the entire agreement between you and Bankly with respect to the Platform and supersede all prior agreements, understandings, and communications, whether oral or written. 20.2 **Severability.** If any provision of these Terms is found unlawful, void, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or if incapable of modification, severed. The remainder of these Terms shall continue in full force and effect. 20.3 **No Waiver.** Bankly's failure to enforce any right or provision of these Terms shall not constitute a waiver. A waiver of any default shall not constitute a waiver of any subsequent default. 20.4 **Assignment.** Bankly may freely assign or transfer these Terms or any of its rights or obligations, including in connection with a merger, acquisition, or sale of assets, without your consent. You may not assign or transfer your rights or obligations without Bankly's prior written consent. Any purported assignment by you in violation of this Section is void. 20.5 **Force Majeure.** Bankly shall not be liable for delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, regulatory changes, blockchain outages, payment network failures, cyberattacks, labor disputes, or failures of third-party service providers. 20.6 **Amendments.** Bankly may modify these Terms at any time with reasonable advance notice of material changes. Continued use of the Platform following the effective date of any amendment constitutes acceptance of the amended Terms. 20.7 **Notices.** Legal notices to Bankly must be sent to: CavaleroTech, \[CavaleroTech registered office — Dubai, United Arab Emirates], Attention: Legal Department; or by email to . Bankly may provide notices to you via the email address associated with your account or through the Platform interface. 20.8 **Language.** These Terms are drafted in English. In any conflict between an English version and any translation, the English version shall prevail. 20.9 **Headers.** Section headings are included for convenience only and shall not affect interpretation of these Terms. 20.10 **Relationship of Parties.** Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between you and Bankly. *** ### 21. CONTACT INFORMATION For legal notices, compliance inquiries, and formal disputes: **CavaleroTech** \[CavaleroTech registered office — Dubai, United Arab Emirates] Support: Website: bankly.cc Docs: docs.bankly.cc © 2026 CavaleroTech. All rights reserved. --- # Agent Instructions This documentation is published with GitBook. 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