Terms of Use

Welcome to Qiro (https://www.qiro.fi/) ("Qiro," "we," "our," "us"). Qiro provides blockchain-based technology services that enable investors and borrowers to interact through smart contracts and an Issuer Special Purpose Vehicle (the "Issuer SPV") for tokenized loan transactions. The Issuer SPV in respect of a given Vault or deal will be one of QuantVault SPV Inc., Straton SPV Inc. or such other special purpose vehicle as is identified in the relevant transaction documentation, each incorporated in Panama.

Qiro is a commercial brand and platform name. The Qiro Platform is operated by Celestia Market Inc. Celestia may provide curation, credit screening, monitoring, operational support, whitelist administration, dashboard functionality and related services to Issuer SPVs under the relevant Curator Services Agreement. Celestia is not the issuer of any Vault Token, the lender of record under any Facility, a Borrower counterparty, custodian, fiduciary, investment manager, broker, dealer, transfer agent, paying agent, VASP, money transmitter, guarantor or backstop. The relevant Issuer SPV is the sole legal obligor under the applicable Vault Deed Poll. Celestia's curation and operational support does not constitute a guarantee or endorsement of any Borrower, Facility, Vault Token, Reference Value, Recovery Amount, return, liquidity or investment outcome. Users must make their own assessment and obtain independent advice.

These Terms govern general access to the public Qiro website and related public-facing services. Access to the Qiro Protocol Dashboard, onboarding flow, Vault participation, Token holding, Redemption and Programme functionality is also subject to the Protocol Umbrella Terms, the Vault Deed Poll, the Onboarding Acknowledgement and other applicable Programme Documents. In the event of inconsistency regarding Tokenholder rights, Redemption, Recovery Amount, eligibility, transfer restrictions or Programme mechanics, the operative Programme Documents prevail. References in these Terms to the "Qiro Platform" are to the public website, dashboard and related services operated by Celestia Market Inc.

These Terms of Use ("Terms") govern your access to and use of the Qiro website, smart contracts, and related services (collectively, the "Services"). By accessing or using the Services, you acknowledge and agree to be bound by these Terms, and you confirm that you meet the applicable eligibility requirements.

If you do not agree with these Terms, you may not access or use the Services.

To access and use the Qiro platform and Services, you must meet the following eligibility criteria.

• You must be at least 18 years of age (or the legal age of majority in your jurisdiction).
• You must have the legal capacity and authority to enter into binding contracts.
• You must not be a resident of or located in a jurisdiction that is sanctioned, restricted, or prohibited by applicable international laws, including those imposed by the United Nations, the United States, the European Union, the United Kingdom, or other competent authorities.

If you are accessing the platform as an Investor, you represent and warrant that:

• You qualify as an accredited, professional, sophisticated, or otherwise qualified investor under the standards applicable in your jurisdiction.
• You have successfully completed the AML/KYC verification required by the relevant Issuer SPV or its appointed service providers.
• You shall provide accurate and complete tax residency self-certifications (including, where applicable, under FATCA and CRS regimes) and consent to the disclosure of such information to competent tax authorities or their delegates, as required by applicable law.
• You represent and warrant that you are not a Sanctioned Person and are not owned or controlled (directly or indirectly, 50% or more in aggregate) by any Sanctioned Person, including persons or entities designated by OFAC, the European Union, the United Kingdom HM Treasury, the United Nations, or the Monetary Authority of Singapore. You further undertake not to use the Services in violation of applicable sanctions programs.
• You understand and accept that investments involve risk of capital loss, and Qiro does not provide financial, legal, or tax advice.
• You agree to comply with the Vault Deed Poll and Onboarding Acknowledgement and any offering documents relating to Vault Tokens issued by the Issuer SPV, including any restrictions on transferability, resale, lock-up, or secondary trading, as applicable.

In addition, as an Investor you acknowledge and agree that:

• Your participation in the Services and acquisition of any Vault Tokens or related instruments does not require licensing, registration, or authorization under the laws applicable to you, or that you have obtained all such required approvals, consents, or exemptions.
• You possess the knowledge, experience, and capacity to evaluate the merits and risks of participating in tokenized lending transactions, and you have had the opportunity to seek independent legal, tax, accounting, and financial advice before making any investment decision.
• You have not relied on Qiro, its affiliates, or its personnel for any investment recommendation, suitability assessment, or fiduciary duty of any kind.
• All subscription funds or digital assets used in connection with the Services are derived from legitimate, lawful sources and are not linked to money laundering, terrorist financing, corruption, fraud, or any other unlawful activity.
• You acknowledge that Vault Tokens or other instruments issued by the Issuer SPV may be illiquid, non-transferable, or subject to restrictions, and that no assurance is given as to the existence of a secondary market or your ability to exit your investment.
• You are solely responsible for all tax liabilities arising from your participation, and Qiro shall have no liability for any such obligations, except where required by Applicable Law to withhold or deduct taxes.

You may not use the Services if you:

• Are under the age of 18 (or the age of majority in your jurisdiction).
• Have been previously suspended or removed from the Qiro platform.
• Provide false, misleading, or incomplete information.

Please read the following notices carefully. By accessing or using the Qiro platform and Services, you acknowledge and agree that:

Technology Service Provider Only

Qiro Platform role. Qiro is a commercial brand and platform name. The Qiro Platform is operated by Celestia Market Inc. Celestia may provide platform access, dashboard functionality, curation, credit screening, monitoring, operational support, whitelist administration and related services to Issuer SPVs under the applicable Curator Services Agreement. Celestia does not, by providing those services, become the issuer of any Vault Token, the lender of record under any Facility, a Borrower counterparty, custodian, fiduciary, investment manager, broker, dealer, transfer agent, paying agent, VASP, money transmitter, guarantor or backstop.

Investor rights in respect of any Vault Token arise only against the relevant Issuer SPV under the applicable Vault Deed Poll and related Programme Documents. Borrower obligations arise only under the applicable Facility Agreement in favour of the Issuer SPV / Lender. No user has any direct claim against a Borrower by reason only of holding a Vault Token, unless expressly provided in the relevant transaction documents.

No Advice

• Information provided on or through the Qiro platform (including dashboards, reports, and smart contract data) is for informational purposes only.
• Qiro does not provide legal, accounting, tax, financial, or investment advice.
• You should obtain independent professional advice before making any decision.

Regulatory Status

• The regulatory treatment of digital assets, tokenized securities, and stablecoins such as USDC varies by jurisdiction.
• By using the Service, you confirm that you are legally permitted to do so in your jurisdiction and that you meet all eligibility requirements under these Terms.

Risk of Loss

• Participation in blockchain-based lending and investment structures involves significant risk, including the risk of partial or total loss of capital.
• Transactions on public blockchains are irreversible, and Qiro cannot reverse, cancel, or recover transfers.

User Responsibility

• You are solely responsible for maintaining the security of your wallet, private keys, and access credentials.
• Qiro has no ability to access, recover, or replace lost or compromised keys or wallets.

No Guarantee

• Qiro makes no representation, warranty, or guarantee regarding borrower repayment, performance of any investment, or enforceability of legal agreements.
• Past performance of any borrower, investment, or loan structure is not indicative of future results.

Suspension or Termination

Qiro reserves the right to suspend, restrict, or terminate your access to the Services if you fail to comply with these Terms, lose eligibility, or use the Services in a manner that may harm Qiro, its technology, or other users.

• Transfer Restrictions: All digital tokens or other tokenized instruments ('Tokens') made available through or in connection with the Qiro Platform are subject to the Vault Deed Poll, the Onboarding Acknowledgement and other applicable Programme Documents provided by the relevant Issuer SPV. Users acknowledge and agree that: (a) where the relevant Vault Particulars Schedule specifies a Permissioned Transfer Restriction Mode, the Code rejects any attempted transfer of a Token to a wallet address that is not Currently Whitelisted, and no such transfer will complete on-chain; Redemption rights, Recovery Amounts and other Programme rights are, in any case, exercisable only by a Currently Whitelisted Wallet Address of an Eligible Tokenholder under the applicable Programme Documents; (b) accordingly, a transferee that is not a Currently Whitelisted Wallet Address of an Eligible Tokenholder may hold a Token that is economically impaired or non-redeemable until onboarding, KYC and whitelisting are completed; (c) any attempted transfer, assignment, pledge, encumbrance, or disposal of Tokens in violation of the contractual restrictions in the applicable Programme Documents shall not entitle the transferee to exercise Programme rights and shall not be recognised by the Qiro Platform or the relevant Issuer for Programme purposes; and (d) the Qiro Platform and the relevant Issuer reserve the right, without liability, to prevent, block, suspend, refuse or defer any Redemption, Recovery or other Programme-level action that they reasonably believe to be unauthorized, unlawful, non-compliant, fraudulent, sanctioned or otherwise contrary to the applicable Programme Documents, these Terms of Use, or Applicable Law.
• Technical Controls: Users acknowledge and agree that Qiro Platform, the relevant issuer, or their service providers may implement smart contracts, whitelisting, lock-up mechanisms, transfer agent controls, or other technical restrictions to enforce the applicable Programme Documents and other Token transfer limitations. Users shall not, directly or indirectly, circumvent or attempt to circumvent any such technical controls.
• Regulatory Compliance: Users further acknowledge that Token transfers may be restricted, delayed, or denied where necessary for compliance with: (a) anti-money laundering (AML), countering the financing of terrorism (CFT), sanctions, and know-your-customer (KYC) obligations; (b) securities laws, financial regulations, or other Applicable Laws in any relevant jurisdiction; or (c) orders, directions, or requests by regulators, governmental authorities, courts, or arbitral tribunals.
• No Guarantee of Liquidity: Qiro Platform makes no representation or warranty that Tokens will be tradable, liquid, or capable of transfer at any particular time, or that any secondary market or transfer facility will exist for such Tokens. Users bear the sole responsibility for understanding and accepting the illiquid nature and restrictions attached to any Tokens they acquire, as set forth in the applicable Programme Documents.

By accessing or using the Qiro platform and Services, you agree to comply with the following restrictions:

a. Permitted Use

• You may use the Services solely for lawful purposes and in accordance with these Terms.
• You may access the platform, smart contracts, and related content only for your personal or internal business use as an eligible Investor or Borrower.

b. Prohibited Use of Services

You shall not, and shall not attempt to:

• Use the Services for any unlawful, fraudulent, or prohibited activity, including money laundering, terrorist financing, or sanctions evasion.
• Circumvent, disable, or tamper with any security features of the platform or smart contracts.
• Use automated systems (bots, scrapers, crawlers) to access or interact with the platform except as expressly permitted.
• Interfere with or disrupt the normal operation of the blockchain networks, smart contracts, or the Qiro platform.
• Misrepresent your identity, eligibility status, or provide false, misleading, or incomplete information.
• Attempt to gain unauthorized access to other users' wallets, accounts, or data.

c. Restrictions on Content

All content made available through the Qiro platform, including but not limited to text, reports, dashboards, smart contract outputs, software, graphics, trademarks, and logos ("Content"), is protected by intellectual property laws. You may not:

• Copy, reproduce, distribute, or modify the Content without prior written consent.
• Use Qiro's Content for any commercial purpose other than your own permitted participation as an Investor.
• Create derivative works, reverse engineer, or attempt to extract the source code of any smart contracts or software used in connection with the Services.
• Use Qiro's name, branding, or Content in a way that suggests sponsorship, endorsement, or affiliation without express authorization.

Qiro and its licensors retain all rights, title, and interest in and to the Services and Content. Your use of the Services does not grant you any ownership rights or licenses beyond those expressly set forth in these Terms.

This Section 10 applies only to disputes relating to general access to, and use of, the public Qiro website and platform. Any dispute relating to Tokenholder rights, Redemption, Recovery Amount, Deed Poll obligations or Programme mechanics is governed by, and subject to the dispute resolution provisions of, the applicable Programme Documents, including the Vault Deed Poll (which provides for ICC London arbitration), and this Section 10 does not apply to, or vary, that dispute resolution forum.

• Good Faith Resolution: The Parties shall first attempt in good faith to resolve any dispute, controversy, or claim arising out of or in connection with these Terms of Use, including any question regarding their existence, validity, interpretation, performance, or termination ("Dispute"), through negotiations between their duly authorized representatives. If the Parties are unable to resolve the Dispute within thirty (30) days from the date one Party notifies the other in writing of the Dispute, the matter shall be referred to arbitration in accordance with Clause 2 below.
• Arbitration: Any Dispute not resolved under Clause 1 shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules in force at the time of the arbitration, which rules are deemed to be incorporated by reference into this clause. The seat of arbitration shall be Singapore, the language of the arbitration shall be English, and the arbitral tribunal shall consist of a sole arbitrator appointed in accordance with the SIAC Rules. The decision of the arbitrator shall be final and binding on the Parties.
• Carve-Out for Litigation and Injunctive Relief: Notwithstanding Clause 2, Qiro Platform shall have the right to seek interim, injunctive, or equitable relief, or to enforce indemnification obligations, in the courts of competent jurisdiction in Singapore or any other jurisdiction where such relief is required, without prejudice to its right to pursue arbitration on the merits.
• Prevailing Party Fees: In any arbitration, litigation, or other proceeding to resolve a Dispute, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert fees, arbitration costs, court costs, and all other expenses incurred in connection with such proceeding, in addition to any other relief to which such party may be entitled. The tribunal (or court, as applicable) shall determine the prevailing party and the amount of such fees and costs.
• Indemnity Enforcement: The Investor acknowledges and agrees that indemnity obligations under these Terms of Use are independent of the dispute resolution mechanism and may be enforced directly by Qiro Platform in court or arbitration, at Qiro Platform's sole discretion.
• No Class or Representative Actions: The Parties agree that any Dispute shall be conducted solely on an individual basis. Neither Party shall bring or participate in any class, collective, or representative action, and the arbitrator shall have no authority to consolidate claims of multiple parties or to preside over any form of class or representative proceeding.
• Governing Law: These Terms of Use and any Dispute shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law principles.

• User Responsibility for Taxes: Each user acknowledges and agrees that they are solely responsible for determining, reporting, withholding, collecting, filing, and remitting any and all taxes, duties, levies, imposts, charges, or assessments (including but not limited to income, capital gains, value-added, goods and services, stamp, transfer, or withholding taxes) that may be imposed, assessed, or become payable under Applicable Law in connection with their participation in any investment opportunity, holding of Tokens, or use of the Services.
• No Responsibility for User Taxes: Qiro Platform shall have no obligation or liability for any taxes owed by any user or investor in connection with any investment or use of the Services, except where Qiro Platform is required by Applicable Law to withhold or deduct taxes at source. In such circumstances, Qiro Platform may withhold or deduct such taxes and shall have no liability to the user for such amounts.

The Platform and Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by Applicable Law, Qiro and the Qiro Parties (its affiliates, directors, officers, employees, agents and service providers) disclaim all representations, warranties and conditions of any kind, express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, security, completeness or availability. Qiro makes no representation or warranty that the Services will be uninterrupted, error-free or secure, that any content, data, projection, forecast, valuation or model accessed through the Services will be accurate or reliable, that any investment opportunity will be successful, profitable, suitable, liquid or capable of disposal on favourable terms, or that the Services or any investment opportunity are lawful, appropriate or available in any particular jurisdiction.

Nothing in or through the Services constitutes investment, legal, tax, accounting, financial or other professional or fiduciary advice. Qiro does not owe any fiduciary or advisory duty to any User. Vault Tokens are issued solely by the relevant Issuer SPV; Borrowers are counterparties to Facility Agreements with the Issuer SPV and are not issuers of Vault Tokens; Qiro / Celestia is not the issuer, underwriter, guarantor, obligor or counterparty in respect of any Vault Token or Facility. Users are solely responsible for ensuring compliance with all Applicable Laws of their jurisdiction of residence, incorporation or operation, including any licensing, registration or authorisation requirements, and for conducting their own independent due diligence and obtaining qualified professional advice before making any investment decision.

To the fullest extent permitted by Applicable Law, in no event shall any Qiro Party be liable to any User, investor or third party for any losses, damages, liabilities, costs or expenses, whether arising in contract, tort (including negligence), statute, equity or otherwise, in excess of the greater of (a) the total fees actually paid by the User to Qiro in the twelve (12) months immediately preceding the event giving rise to the claim and (b) one hundred United States Dollars (USD $100). In no event shall any Qiro Party be liable for any indirect, consequential, incidental, exemplary, punitive or special damages of any kind, including damages for lost profits, loss of data, loss of goodwill, loss of opportunity, business interruption, trading losses, reputational damage or anticipated savings, even if advised of the possibility of such damages.

Without limiting the foregoing, Qiro disclaims and shall have no liability for any act, omission, misrepresentation, breach, default, insolvency or failure of performance by any Issuer SPV or Borrower. Users acknowledge that, in respect of any Vault Token, Redemption, Recovery Amount, Reference Value, Borrower default, Facility loss or Vault shortfall, their recourse is only as set out in the applicable Vault Deed Poll and Programme Documents, and is against the relevant Issuer SPV only unless another person has expressly and unambiguously assumed liability in a Programme Document. No user has any direct claim against any Borrower merely by accessing the Platform or holding a Vault Token. The disclaimers, exclusions and limitations of liability in these Terms reflect a reasonable allocation of risk between the parties and are fundamental to the basis of the bargain. Nothing in these Terms excludes or limits liability for fraud or fraudulent misrepresentation, willful misconduct, gross negligence, or any liability that cannot be excluded or limited under Applicable Law. For the avoidance of doubt, this Section 13 limitation of liability does not apply to the relevant Issuer SPV's primary obligation to pay the Recovery Amount, or to any claim governed by the Vault Deed Poll, and the liability, limitation and savings-clause provisions of the Vault Deed Poll prevail in respect of any such claim.

No Active Solicitation

Qiro Platform operates as a technology service provider offering access to a blockchain-based infrastructure. Qiro does not conduct marketing, solicitation, or active promotion of the Services in any jurisdiction where such activities would be unlawful or require licensing, registration, or authorization. Any access to, or use of, the Services by users in such jurisdictions occurs solely on the basis of the user's independent initiative and reverse solicitation.

User Representation of Reverse Solicitation

By accessing or using the Services, each user expressly represents, warrants, and undertakes that:

• they have independently sought out, accessed, and engaged with the Services at their own initiative, without any solicitation, invitation, inducement, marketing, or promotion by Qiro;
• they have not been targeted by, and have not relied upon, any direct communication, offer, or advertisement from Qiro intended to solicit their participation in any investment or loan transaction; and
• their access to the Services complies with all applicable laws and regulations in their jurisdiction of residence, incorporation, or operation.

Restricted Jurisdictions

Users acknowledge and agree that the Services are not offered to, and may not lawfully be accessed or used by, residents or entities incorporated in jurisdictions subject to comprehensive international sanctions, embargoes, or prohibitions under United Nations, United States, European Union, United Kingdom, or other applicable supranational or governmental authority lists. Qiro reserves the right to restrict, suspend, or terminate access to the Services in whole or in part, at its sole discretion, for users located in or connected with any such restricted jurisdiction.

Dispute Resolution

All disputes, controversies, or claims arising out of or relating to the access, use, or general operation of the Qiro platform ("Disputes") shall be governed by, and resolved in accordance with, Section 10 (Dispute Resolution and Governing Law) above. This Section 14(iv) applies only to disputes relating to general platform access and use, and does not override the dispute resolution provisions of the Vault Deed Poll or other Programme Documents applicable to Tokenholder rights or Redemption-related disputes.

No Regulatory Representation

Qiro makes no representation, warranty, or assurance that the Services, or any investment or loan opportunity accessible via the Services, are lawful, compliant, or available in any particular jurisdiction. Users are solely responsible for ensuring compliance with all applicable local laws, licensing requirements, and regulatory restrictions, and Qiro expressly disclaims all liability in respect of any such compliance obligations.

Allocation of Risk

Each user acknowledges and agrees that their use of the Services is predicated upon reverse solicitation, undertaken at their own risk and responsibility, and that Qiro shall not be deemed to have marketed, solicited, or otherwise offered the Services in the user's jurisdiction. Users further agree to indemnify and hold harmless Qiro Platform and its affiliates against any claims, liabilities, penalties, or regulatory actions arising from the user's breach of this Clause.

User Control of Assets

Digital assets, stablecoins, or Tokens used in connection with the Services are held in wallets controlled by the user, or in segregated wallets operated by independent third-party service providers, the Issuer SPV, or the relevant Borrower, up to the point of deposit into a Vault. Once digital assets are deposited into a Vault, they are no longer held in a user-controlled wallet and are instead governed by the Vault, the Issuer SPV, applicable Sub-Accounts and the Programme Documents, including the Vault Deed Poll. Qiro does not, and shall not, accept deposits, take possession of, or exercise control over any user assets. All transfers are initiated and executed by users directly via smart contracts or independent counterparties.

No Custodial Function

Qiro does not provide custodial, safekeeping, trust, escrow, or deposit-taking services, whether in digital assets, fiat currency, or any other form. Qiro does not act as an intermediary for the receipt, transfer, or holding of client funds, nor does it maintain client accounts or balances on behalf of users. For the avoidance of doubt, no fiduciary, trustee, bailment, or agency relationship shall be created by virtue of a user's access to or use of the Services.

Segregation of Assets

Where the Issuer SPV or Borrowers hold digital assets in connection with tokenized lending transactions, such assets are maintained in wallets legally and operationally segregated from Qiro and its affiliates. Any obligations in relation to custody, safekeeping, or transfer of assets rest solely with the Issuer SPV, the relevant Borrower, or their appointed custodians, and not with Qiro.

Risk of User Wallets

Each user acknowledges and agrees that they are solely responsible for the custody, security, and management of their own private keys, wallets, and access credentials. Qiro has no ability to retrieve, replace, freeze, or reverse any transaction, nor to restore access to lost, stolen, or compromised wallets or private keys. Users bear all risks of loss, theft, compromise, or unauthorized access relating to their wallets and assets. This statement addresses general blockchain transactions and the security of user-controlled wallets, and does not limit any Code-level transfer restriction, Whitelist Action, Compliance Action, Global Halt or other control that the Issuer, Celestia or the Whitelist Administrator may exercise under the Programme Documents in respect of a Vault Token.

No Deposit Protection

Users acknowledge that assets used in connection with the Services are not protected by deposit insurance, investor compensation schemes, or any government guarantee of any kind. Users assume full responsibility for understanding and accepting these risks before participating in any transaction facilitated through the Services.

No Agency or Partnership

The Issuer SPV, each Borrower, and other counterparties accessible through the Services are, and shall remain, independent legal entities, each conducting its own business in its own name and at its own risk. Although the Issuer SPV may be an affiliate of Qiro within the same group structure (as described in the Regulatory Status Notice), Qiro does not, and shall not, act as agent, partner, joint venturer, employee, fiduciary, or representative of the Issuer SPV, any Borrower, or other counterparty in respect of any transaction. Nothing in these Terms, the Services, or any communication from Qiro shall be construed to create, or be deemed evidence of, any agency, partnership, joint venture, employment, trust, or fiduciary relationship between Qiro and such entities in respect of any transaction. Users acknowledge that Celestia's role is limited to operating the Qiro Platform and providing the services expressly described in these Terms and the applicable Programme Documents. Investor rights in respect of any Vault Token arise against the relevant Issuer SPV under the applicable Vault Deed Poll and Programme Documents. Borrower obligations are owed to the Issuer SPV / Lender under the applicable Facility Agreement. No user has any direct contractual, proprietary, security or payment claim against any Borrower merely by accessing the Platform or holding a Vault Token.

No Responsibility for Counterparties

No guarantee of counterparties or outcomes. Celestia may provide curation, credit screening, monitoring, operational support, whitelist administration and related services to Issuer SPVs under the relevant Curator Services Agreement. That support does not constitute a guarantee or endorsement of any Issuer SPV, Borrower, Facility, Vault Token, Reference Value, Recovery Amount, return, liquidity, solvency or investment outcome. Users acknowledge that:

• the relevant Issuer SPV is the sole legal obligor under the applicable Vault Deed Poll;
• no user has any direct contractual, proprietary, security or payment claim against any Borrower by reason only of holding a Vault Token;
• Borrower obligations are owed to the Issuer SPV / Lender under the applicable Facility Agreement;
• Qiro / Celestia does not guarantee Borrower performance, enforceability of security, Reference Value, Recovery Amount, liquidity or return; and
• users must make their own assessment and obtain independent advice.

• Consent: By accessing or using the Services, each user expressly acknowledges and agrees to be bound by these Terms of Use and any other policies, guidelines, or rules incorporated by reference herein, as may be amended by Qiro Platform from time to time in its sole discretion. Continued use of the Services following any such amendments constitutes acceptance of the revised Terms. In the event of conflict between these Terms and any applicable Programme Document, including the Vault Deed Poll, Onboarding Acknowledgement, Facility Agreement or Disclosure Document, the applicable Programme Document shall prevail.
• Indemnity: The user agrees to indemnify, defend, and hold harmless Qiro Platform, its affiliates, directors, officers, employees, agents, contractors, and service providers from and against any and all claims (except to the extent arising from Qiro's gross negligence, fraud, or willful misconduct), actions, proceedings, losses, liabilities, damages, penalties, fines, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the user's breach of these Terms of Use; (b) the user's violation of any Applicable Law; (c) the user's misrepresentation of eligibility, investment status, or compliance obligations; or (d) any third-party claim relating to the user's conduct, acts, or omissions in connection with the Services. This carve-out (gross negligence, fraud or willful misconduct) applies to these general platform Terms. Where these Terms apply to investor-facing Programme use, the broader carve-outs in the Vault Deed Poll (including bad faith, intentional breach, willful default, knowing misuse of administrative powers and misappropriation) prevail for any claim relating to Tokenholder rights or Programme obligations.
• Operation of Service: Qiro Platform reserves the right, at any time and without notice, to modify, suspend, withdraw, restrict, or discontinue the Services, in whole or in part, including access to any investment opportunity, platform feature, or content. Qiro Platform shall not be liable to any user or third party for any modification, suspension, withdrawal, or discontinuance of the Services.
• Publicity: Unless otherwise agreed in writing, users may not use Qiro Platform's name, trademarks, trade names, logos, or branding in any advertising, marketing, or publicity without the prior written consent of Qiro Platform. Qiro Platform may, however, make general references to its user base and activity on the platform in its own promotional or investor-facing materials, provided that no confidential or personally identifying information is disclosed without consent.
• Force Majeure: Qiro Platform shall not be liable or responsible to any user, investor, or third party, nor be deemed to have defaulted under or breached these Terms of Use, for any failure or delay in performing its obligations where such failure or delay results from any cause, condition, or circumstance beyond its reasonable control, including but not limited to: acts of God, natural disasters, fire, flood, earthquake, explosion, epidemic, pandemic, war, terrorism, civil commotion, strikes, labor disputes, embargoes, governmental orders, changes in law or regulation, power or telecommunications failures, or denial-of-service attacks (each, a "Force Majeure Event").
• Blockchain Events: Without limiting Clause 1, users expressly acknowledge and agree that Qiro Platform shall not be liable for any failure, delay, loss, error, or disruption caused, directly or indirectly, by events specific to blockchain, distributed ledger, or digital asset systems, including but not limited to: (a) hard forks, soft forks, protocol changes, upgrades, or changes to consensus mechanisms; (b) failures, delays, congestion, or errors in underlying blockchain networks or related infrastructure; (c) exploitation, hacking, double-spending, 51% attacks, malicious smart contracts, or security breaches in blockchain networks, protocols, or third-party wallets; (d) unavailability, malfunction, or failure of digital wallets, private keys, custodial services, or exchanges; (e) cryptographic or algorithmic weaknesses, failures, or exploits; and (f) market volatility, illiquidity, or collapse of digital asset markets.
• Severability: If any provision of these Terms of Use is held to be invalid, illegal, or unenforceable by a court or arbitral tribunal of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force and effect.
• Survival: Qiro may suspend or terminate your access to the Services at any time, with or without cause. Termination shall not limit or affect any rights or obligations accrued prior to termination. Provisions relating to indemnity, limitation of liability, intellectual property, dispute resolution, tax obligations, disclaimers, and survival shall survive any termination of these Terms.
• Communications: Users consent to receive all communications, notices, disclosures, and other information from Qiro Platform electronically, whether by email, platform notifications, or other electronic means. Such communications shall be deemed to satisfy any legal requirement that such communications be in writing.
• Investigations and Cooperation with Law Enforcement: Qiro Platform reserves the right, in its sole discretion and without liability, to investigate any suspected violation of these Terms of Use or any activity that may be illegal, unlawful, or harmful to the Services or users. Qiro Platform may cooperate fully with any law enforcement authorities, regulators, governmental bodies, or court orders requesting or directing disclosure of information or materials related to users or their use of the Services.
• Assignment: These Terms of Use, and any rights or obligations hereunder, may be assigned, transferred, or novated by Qiro Platform without restriction. Users may not assign, transfer, or sublicense their rights or obligations under these Terms without the prior written consent of Qiro Platform, and any purported assignment in violation hereof shall be null and void.
• No Waiver: No failure or delay by Qiro Platform in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise of the same or any other right, power, or remedy.
• Connectivity and Access: Users are solely responsible for obtaining and maintaining the devices, hardware, software, telecommunications, internet connections, and other resources necessary to access and use the Services. Qiro Platform makes no representation or warranty that the Services will be compatible with any particular device, operating system, or connectivity environment, and disclaims all liability for any interruptions, delays, or failures resulting from user-side connectivity issues.

Any notice, request, demand, or other communication required or permitted to be given under these Terms of Use shall be in writing and shall be deemed duly given when delivered:

• by electronic mail to the user's registered email address or to legal@qiro.fi;
• by posting on the Qiro Platform platform, dashboard, or website; or
• by courier or registered post to the last known physical address of the relevant Party.

Notices shall be deemed effective:

• if sent by email, on the date of transmission (provided no bounce-back or delivery failure notice is received);
• if posted on the platform, at the time of posting; and
• if sent by courier or registered post, on the date of delivery as recorded by the courier/postal service.

Change of Contact Details: It shall be the responsibility of each user to ensure that their contact details registered with Qiro Platform remain current and accurate. Qiro Platform shall not be liable for any loss, delay, or failure in communication caused by the user's failure to update such details.

The Qiro platform and Services are operated by Celestia Market Inc., a company incorporated in Panama, with registration number 155772823.