I. Acceptance of Terms and Conditions

These Terms and Conditions constitute a binding agreement between the User and VelaFi. They govern access to and use of our platform, as well as the services offered on it.

By registering with VelaFi, accessing the platform, or using our services, the User declares that they have read, understood, and fully accepted these Terms. The User also acknowledges and agrees that use of the platform binds them and/or their represented entity to comply with this agreement.

If you do not agree to these Terms and Conditions in full, you must not register, access the platform, or use our Services.

II. Definitions

1. VelaFi: The trade name used by any of the entities listed in Section II of this Agreement, which are responsible for providing services in the various countries where VelaFi operates.
2. User: Any natural person or legal entity that uses VelaFi’s services.
3. Platform: The digital platform through which VelaFi offers its services.
4. Virtual Assets: A representation of value recorded electronically and used by the public as a means of payment for all types of legal acts, the transfer of which can only be carried out through electronic means.
5. Services: The activities VelaFi will perform for the Client, detailed in Section IV of this Agreement.
6. Terms and Conditions: The rules applicable to the use of the Services mentioned herein and governing the relationship between VelaFi and its users.
7. Entities: The duly incorporated companies that are parties to this Agreement and will provide the service.
8. Profile: The personal account the User creates and uses within the platform to carry out their transactions.
9. Authorized Users: Persons designated by the User who are permitted to access and use the Services through the platform.

III. Scope of Application

These Terms and Conditions apply to all Users who make use of VelaFi’s services, regardless of the country or jurisdiction from which the services are used. Such use will be deemed tacit acceptance of these Terms and Conditions.

If the User has entered into any additional agreement with VelaFi for the provision of any Service, that agreement will prevail over these Terms and Conditions.

VelaFi provides its Services in various jurisdictions through the following Entities:

1. Nebula Network S.A. de C.V. (México).

   Regulated under the  Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita, artículo 17, fracción XVI.

   Article 17, Section XVI.

   For international reference, operates as a Virtual Asset Service Provider (VASP). Under Mexican law, it is registered as a Vulnerable Activity, registration granted by the Servicio de Administración Tributaria (SAT).

2. Galactic Holdings Inc. (Argentina).

   Regulated under Law No. 25,246 and complementary resolutions of the Unidad de Inteligencia Financiera (UIF), especially Resolutions No. 35/2023, 200/2024, and 49/2024, as well as National Securities Commission (CNV) General Resolution No. 1058/2025, which establishes the registration and supervisory regime for Virtual Asset Service Providers (VASPs).

   Registered as a VASP under No. 30 on May 24, 2024, in the CNV Register of Virtual Asset Service Providers. Classified as an Obliged Entity before the UIF, without implying a license and excepting supervision by the CNV.

3. Momentum Pagos S.A.C. (Perú).

   Regulated under Supreme Decree No. 006-2023-JUS and SBS Resolution No. 02648-2024, issued by the Superintendence of Banking, Insurance and Private Pension Fund Administrators (SBS), approving the Anti–Money Laundering and Counter–Terrorist Financing rules applicable to VASPs under the supervision of the Financial Intelligence Unit of Peru (UIF-Peru).

   Registered as a VASP under No. 20612366455 before the Adjunct Superintendency of the UIF, SBS.

4. Momentum Pagos S.A.S. (Colombia).

   Operates as a Payment Service Provider under the Colombian regulatory framework. Registered with the Unidad de Información y Análisis Financiero of Colombia under NIT 901.626.531-5.

5. Galactic Serviços Digitais LTDA (Brazil).

6. Galactic Holdings Inc. (United States).

   Money Services Business (MSB) registered under No. 31000267078964 with the Financial Crimes Enforcement Network (FinCEN) of the U.S. Department of the Treasury, pursuant to the Bank Secrecy Act (31 CFR 1022.380[a]-[f]). The registration authorizes Galactic Holdings Inc. to operate as a “Money Transmitter” in all 50 U.S. states and territories.

The User expressly acknowledges and authorizes VelaFi to share their personal, operational, or transactional information among the entities operating under the VelaFi trade name and with third parties with whom it has a business relationship, whenever necessary for the provision of the Services or the fulfillment of legal obligations. VelaFi will ensure such processing is carried out in accordance with its current Privacy Policy.

IV. Services Offered

Once you have created a VelaFi account, you may use its services in accordance with these Terms and Conditions, which govern the use of each Service, including, without limitation:

1. Purchase and sale of virtual assets (VAI): VelaFi facilitates Users’ acquisition and disposal of virtual assets through its platform, without custody of such funds.
2. Cross-border payments: VelaFi enables sending and receiving funds across jurisdictions, acting as an intermediary with payment networks, financial providers, and allied entities.
3. Collections on Behalf of Others (COBO): VelaFi enables the Client to receive payments from commercial activities (goods and services) on behalf of another party.
4. Payments on Behalf of Others (POBO): Enables the Client to make payments from commercial activities (goods and services) on behalf of another party, where business justification is required for each payment.
5. On-ramp: Services that facilitate bringing fiat funds into the virtual-asset ecosystem by converting such funds into digital assets, such as cryptocurrencies or equivalent virtual instruments.
6. Off-ramp: Services that enable withdrawal of funds from the virtual-asset ecosystem by converting such digital assets into fiat currency.
7. KYC aaS: VelaFi will provide identity verification services and, where applicable, due diligence for end users expressly designated by the Client.

The User acknowledges and agrees that some Services may be provided by third parties engaged by VelaFi.

VelaFi reserves the right to modify, expand, or limit the services offered, in accordance with the applicable legal provisions in the jurisdictions in which it operates.

V. Eligibility and Restrictions

To register an account with us and use our services, you must:

• Be a natural person, legal entity, or trust with the capacity to be bound under these Terms and Conditions;
• If a natural person, be at least 18 years of age; and
• Not have been previously suspended from our services.

VI. Restrictions

VelaFi’s services are not available to:

1. Persons who reside in, are citizens of, or are incorporated under prohibited jurisdictions, including but not limited to North Korea, Iran, and Myanmar;
2. Persons or entities listed on international sanctions in accordance with OFAC, FinCEN, the United Nations, or any other applicable international restrictions lists;
3. Minors or persons lacking legal capacity under their home country’s laws.

VII. Platform Registration

To access VelaFi’s Services, the User must complete the registration process by providing all information requested and ensuring it is authentic, truthful, and up-to-date. The User undertakes to keep such information complete and accurate at all times and to comply with all laws, rules, and regulations applicable to the purchase, sale, use, or exchange of Virtual Assets.

VIII. Personal Data Processing

Our Privacy Notice sets out the conditions under which Users’ personal information is processed. By using the Platform, Users acknowledge and accept such processing and undertake to ensure that the information provided is truthful, accurate, and kept up to date. Users also acknowledge and accept that, for the provision of services, VelaFi shares such information with the entities mentioned in Section II of this Agreement.

IX. Profile and Authorized Users

The User must create a Profile with VelaFi to access our Services.

1. If the User is a natural person, the profile shall be used solely for their own benefit.
2. If the User is a legal entity, the account opening and operation shall be carried out through persons duly authorized by public instrument and under applicable regulations, and only Authorized Users may operate the Account. The User is responsible for all activity on its Profile.

All VelaFi profiles are provided at our sole discretion. VelaFi reserves the right to open a profile or to limit the number of profiles per User.

X. Verification, Due Diligence, and Information Updates (KYC/KYB)

Before and during the use of the services, VelaFi may require the User to provide information and documentation to comply with identity verification, due diligence, or enhanced due diligence obligations, including for its representatives, attorneys-in-fact, and beneficial owners.

The User undertakes to provide truthful, complete, and up-to-date information and to promptly report any changes. VelaFi may conduct inquiries, directly or through third parties, to verify information and prevent fraud, money laundering, terrorist financing, or other crimes.

If the information provided is false, incomplete, outdated, or not delivered in a timely manner, VelaFi may suspend, limit, or cancel the provision of Services without prior notice. Information will be processed in accordance with our Privacy Notice and retained for the period established by applicable anti-money laundering and counter-terrorist financing laws.

XI. User Obligations

1. The User is responsible for the security of their account, passwords, and authentication mechanisms. VelaFi is not liable for losses arising from unauthorized use if caused by the User’s negligence.
2. The User agrees to provide and keep updated all information required by VelaFi for identification, verification, and due diligence purposes.
3. The User shall not allow the services to be used by unauthorized third parties.

XII. Fees and Payment

The User agrees to pay all applicable fees and charges arising from the use of the Services, which may vary depending on the type of service, market conditions, or time of use. However, VelaFi will honor the fees and conditions previously agreed between the User and the sales team at the time of contracting or formalizing the corresponding service.

XIII. Transactions

Quotes issued by VelaFi are valid for a maximum of 1 minute, and transactions will only be considered settled when funds are credited to VelaFi’s account. An order will be settled once effective credit of funds is verified, in accordance with VelaFi’s internal and operational procedures, and VelaFi will not be liable for delays attributable to third parties or financial institutions. Custody of Virtual Assets will be carried out through the provider COBO, under its own terms. VelaFi may reject transactions it deems potentially illicit and may withhold funds when required by authorities, without liability to the Client in such cases.

XIV. Risks Associated with Use

The User is aware of the inherent risks associated with the nature of Virtual Assets, including but not limited to:

1. Market volatility;
2. Total loss of value due to technological failures, cyberattacks, or network issues;
3. Operational, technological, regulatory, and cybersecurity risks associated with handling digital assets.

XV. Technology

The User acknowledges and agrees that the use of VelaFi’s services may involve third parties unrelated to VelaFi, including, among others, technology providers, payment processors, or other intermediaries. VelaFi has no control over the availability, operation, security, or performance of such third parties.

Accordingly, VelaFi assumes no liability for failures, errors, delays, interruptions, data loss, security events, loss of funds, or any harm arising directly or indirectly from actions or omissions attributable to third parties or factors beyond its control, including fortuitous events or force majeure.

The User acknowledges and agrees that they use the services at their own risk, assuming the inherent technological and financial risks, such as possible operational incidents, market fluctuations, or delays in the execution or settlement of payments due to factors external to VelaFi. In no event shall VelaFi, its employees, or representatives be liable for economic losses or indirect damages resulting from the use of the services.

XVI. Limitation of Liability

The User acknowledges and agrees that:

1. The use of VelaFi’s services may involve third parties, including technology providers, payment processors, or other intermediaries. VelaFi has no control over the availability, operation, security, or the fulfillment of obligations assumed by such third parties; and
2. The services are used at the User’s own risk, assuming the inherent technological and operational risks, including possible failures, errors, or interruptions.

In no event shall VelaFi, its employees, representatives, or affiliates be liable for:

1. Economic losses arising from market fluctuations;
2. Delays in the execution or settlement of payments caused by operational factors or attributable to third parties.

XVII. Intellectual Property

The Client acknowledges that all intellectual property rights related to the services subject to these Terms and Conditions are and will remain the exclusive property of VelaFi. The Client undertakes not to copy, reproduce, modify, or use them for purposes other than those set out in this Agreement, unless previously authorized in writing by VelaFi.

Nothing in this Agreement shall be construed as an assignment, license, or right over VelaFi’s intellectual property beyond what is strictly necessary to access and use the services provided.

XVIII. Cancellation of Transactions

VelaFi reserves the right to cancel, in whole or in part, orders generated by the User without prior notice in the following cases:

1. When a purchase order is generated and the corresponding payment is not received within the period previously agreed in Section XIV of this Agreement;
2. When a sale order is generated and VelaFi is unable to complete payment within the stipulated period due to causes attributable to the User or third parties;
3. When, even if an order has been generated: (i) the User fails to meet VelaFi’s requirements to carry out the transaction; or (ii) the order cannot be executed due to missing documentation or information requested by VelaFi and still pending;
4. When transactions do not correspond to the User’s transactional profile.

In such cases, VelaFi may unilaterally cancel the order without prior notice and without incurring any liability.

If, at the time of cancellation, VelaFi holds funds belonging to the User, such funds will be returned by the same payment method used for the original transaction within a maximum of thirty (30) business days from the cancellation date, unless this is not possible due to operational or regulatory reasons.

XIX. User-Requested Transaction Cancellations

The User may request the cancellation of a transaction by contacting their sales agent through the communication channels previously established by both parties.

However, it will not be possible to cancel or reverse transactions that have already been executed. Consequently, VelaFi is under no obligation to issue refunds or returns in such cases. It is the User’s responsibility to verify the details of each transaction before issuing the relevant instruction.

XX. Termination and Suspension

VelaFi reserves the right to cancel, suspend, or restrict Users’ access to the services in the following events:

1. Violation of this Agreement or any applicable law;
2. Use of services within restricted jurisdictions as established in this Agreement;
3. Engagement in illicit conduct or attribution of any criminal offense;
4. Requirement by a competent authority;
5. If, in VelaFi’s judgment, the Client represents a risk exceeding its risk appetite.

XXI. Voluntary Account Closure by the User

The User may close their account from the mobile application; closure via the website is not available.

By deleting the account, the User understands and agrees that:

1. The account will be permanently deleted;
2. They will not be able to regain access to or reactivate the deleted account;
3. Pending orders, withdrawal requests, and transfers will be automatically canceled;

4. API keys will be canceled and deleted from all associated devices.

   • Financial conditions for account closure:

   a)  If the balance exceeds USD $20 (or equivalent), the account cannot be deleted until the User has withdrawn such funds.

   b) If the balance is below USD $20 (or equivalent), the User may close the account but accepts that these funds cannot be recovered in the future.

Upon account closure, all information related to verification (KYC or KYB) will be deleted, except for information that must be retained for regulatory compliance purposes.

XXII. Amendments

VelaFi reserves the right to amend this Agreement at any time. Such amendments will be notified to the user at least ten (10) business days before they take effect.

If, within such period, the user does not express disagreement in writing, it will be understood that they accept the new conditions and will continue using the services under the amended terms. If the user expresses disagreement, VelaFi will proceed with the account closure process in accordance with applicable provisions and current internal policies.

For any questions or comments regarding this information, please contact: compliance@galactic.holdings