Effective date: 1 September 2026 · Version: 1.1

These Terms of Service (the “Terms”) form a binding agreement between you and BINIBIT S.A. governing your access to and use of the Binibit platform and services. Please read them carefully. They include important provisions that affect your rights, including a risk disclosure (Section 11), limitations on our liability (Section 14), and a binding arbitration agreement and class-action waiver (Section 18). By creating an account or using the Services, you accept these Terms.

Risk warning. Crypto-assets are highly volatile and you can lose some or all of the value of your assets. Binibit is not a bank; your crypto-assets are not deposits and are not covered by any deposit-insurance or investor-protection scheme. Crypto transactions are generally irreversible. Do not transact with funds you cannot afford to lose.

1. Introduction and acceptance

1.1. Binibit is operated by BINIBIT S.A., a sociedad anónima incorporated in the Republic of Panama (Mercantile Folio No. 155781130), registered office at Global Bank Tower, 18th Floor, Suite 1801, 50th Street, Panama City, Republic of Panama (“Binibit”, “we”, “us”, “our”).

1.2. These Terms apply to your use of binibit.com, our mobile applications and APIs (the “Platform”) and the services we provide through them (the “Services”). Certain features may be subject to additional product terms, which form part of these Terms. Our Privacy Policy and Cookie Notice also apply.

1.3. By registering for, accessing or using the Services, you confirm that you have read, understood and agree to be bound by these Terms. If you do not agree, do not use the Services.

1.4. Capitalised terms have the meaning given in Section 21 (Definitions).

2. Eligibility and restricted jurisdictions

2.1. To use the Services you must: (a) be at least 18 years old and have full legal capacity to enter into these Terms; (b) act on your own behalf and as principal, not on behalf of any other person unless we have approved this in writing; (c) not have been previously suspended or removed from the Services; and (d) not be a Restricted Person.

2.2. Restricted Persons. The Services are not available to, and you must not use them if you are: (a) a resident, citizen, national or located in, or incorporated/established in, the United States of America or any other Restricted Jurisdiction; (b) a person on, or owned or controlled (50% or more) by a person on, any sanctions list of the United Nations, the United States (OFAC), the European Union, the United Kingdom or any other competent authority; or (c) otherwise prohibited from using the Services under any Applicable Law.

2.3. We maintain a list of Restricted Jurisdictions, which we may update at any time. You must not use a VPN, proxy or any other means to disguise your location or circumvent these restrictions. If we determine that you are a Restricted Person or are located in a Restricted Jurisdiction, we may suspend or close your account and require you to withdraw your crypto-assets.

3. Your account and identity verification (KYC)

3.1. You must register an account to use the Services. You may hold only one account unless we permit otherwise. You must provide accurate, current and complete information and keep it up to date.

3.2. Identity verification. Before you can use the Services, and on an ongoing basis, you must complete our identity-verification (KYC) and due-diligence procedures, which are carried out with the assistance of our verification provider Sumsub and may include biometric (facial) checks, source-of-funds and source-of-wealth checks, and sanctions/PEP screening. We may apply enhanced due diligence and may refuse, limit or suspend access pending verification.

3.3. We may refuse to open an account, or impose limits, at our discretion and (where lawful) without giving reasons. You authorise us to make, directly or through third parties, the inquiries we consider necessary to verify your identity and assess eligibility.

4. Account security

4.1. You are responsible for maintaining the confidentiality and security of your credentials (password, 2FA, API keys, passkeys) and for all activity under your account. We strongly recommend that you enable two-factor authentication.

4.2. We will never ask you for your password or 2FA codes, or ask you to share your screen or transfer assets to an address not shown on the Platform. You must notify us immediately at support@binibit.com if you suspect any unauthorised access or security breach. Prompt notification does not guarantee that we can recover assets or reverse transactions.

4.3. Any instruction received through your account using your correct credentials will be treated as authorised by you, and we are under no obligation to verify the identity of the person using the account.

5. Our services

5.1. What we provide. Binibit operates a crypto-asset-to-crypto-asset (crypto-to-crypto) spot exchange and a custodial wallet for Supported Crypto-Assets. We provide order-matching/execution and custody of Supported Crypto-Assets, together with related functionality we may offer from time to time.

5.2. No fiat services. The Services are crypto-only. We do not provide fiat-currency accounts, fiat deposits or withdrawals, or fiat on/off-ramp services, and your account is not a bank account or a stored-value/e-money facility.

5.3. Execution-only; no advice; no fiduciary duty. We provide an execution-only service. We do not provide investment, financial, legal, tax or other advice, and nothing on the Platform is a recommendation to transact. Our relationship with you does not give rise to any fiduciary, trustee or advisory duty, except as expressly stated in these Terms or required by Applicable Law. You are solely responsible for your decisions and for assessing the suitability of any transaction.

5.4. Supported Crypto-Assets. We decide, at our discretion, which crypto-assets are supported and may add, suspend or delist any crypto-asset at any time. We are not responsible for any crypto-asset you send that we do not support or that is sent to an incompatible address — such assets may be permanently lost.

5.5. Availability. We aim to keep the Platform available but do not guarantee uninterrupted access. Access may be degraded or unavailable during maintenance, high volatility or volume, or other events.

6. Custody and title to your crypto-assets

6.1. Title. Title to the Supported Crypto-Assets you hold in your account remains with you at all times and does not transfer to us.

6.2. Not our property. Crypto-assets we hold for you are held for your benefit, are not our property, and are not subject to the claims of our creditors. We will not sell, transfer, lend, pledge, hypothecate, rehypothecate or grant any security interest over your crypto-assets, except on your instruction or as required by Applicable Law.

6.3. How assets are held. We may hold crypto-assets in pooled/omnibus custodial wallets shared among customers, while maintaining internal records of each customer’s entitlement; we are under no obligation to hold your assets at a unique on-chain address. We may hold assets across different networks and treat forms of the same crypto-asset as fungible. You do not hold the private keys.

6.4. We will return crypto-assets of the same type and amount you are entitled to, not necessarily the identical tokens originally deposited.

7. Orders, instructions and transactions

7.1. You authorise us to act on instructions received through your account. Instructions and transactions are irrevocable: once submitted you have no right to cancel, reverse or amend them, except with our written consent or as expressly provided in these Terms.

7.2. We may refuse, delay, suspend, cancel, nullify, reverse or claw back any order or transaction (including after execution or settlement) where we reasonably believe it: results from a system error, malfunction or abnormal market condition; involves suspected market abuse, fraud, money laundering or other prohibited activity; is required by Applicable Law, a court or a competent authority; or otherwise breaches these Terms.

7.3. Records. Our records of your account and transactions are conclusive and binding in the absence of manifest error. You should review your account statements and notify us promptly of any apparent error.

7.4. On-chain transactions are final. Once a crypto transaction is broadcast to the relevant network it cannot be reversed by us. You are responsible for providing correct destination addresses and network details.

8. Fees

8.1. You agree to pay the fees set out on our Fees page, which is incorporated into these Terms and may be updated from time to time. Fees may include trading fees, network/withdrawal fees and other charges.

8.2. You authorise us to deduct fees and any amounts you owe us directly from your account, and, where necessary, to convert one Supported Crypto-Asset into another at a commercially reasonable rate to settle amounts owed. Any amount owed that is not covered by your balance is a debt immediately due and payable.

8.3. We may change our fees at any time. Where required by Applicable Law, we will give advance notice of increases. Your continued use of the Services after a change takes effect constitutes acceptance.

8.4. Taxes. You are solely responsible for determining, reporting and paying any taxes applicable to your use of the Services. We may make reports to, and withhold or deduct amounts for, tax or other authorities where required by Applicable Law.

9. Prohibited use and market conduct

9.1. You must not use the Services to engage in or facilitate: (a) any unlawful, fraudulent or deceptive activity; (b) market abuse or manipulation, including wash trading, self-trading, spoofing, layering, quote stuffing, front-running, pump-and-dump or ramping, or any conduct that creates a false or misleading impression of price or volume; (c) money laundering, terrorist financing, sanctions evasion, bribery, corruption or tax evasion; (d) use of the account for or on behalf of any third party without our written consent; (e) provision of false, inaccurate or misleading information; (f) use of bots, scrapers, crawlers or other automated means except via our authorised API; (g) attempts to gain unauthorised access to, disrupt, overburden, reverse-engineer or interfere with the Platform; or (h) circumvention of geographic or other restrictions (including via VPN).

9.2. We may investigate suspected breaches and take any action we consider appropriate, including cancelling transactions, freezing or restricting the account, reporting to authorities and terminating access.

9.3. Fair use. You must use the Services in good faith and for their intended purpose. In particular, you must not: (a) open or operate more than one account, or share, sell, rent or otherwise transfer access to an account, without our consent; (b) register or use an account after an account previously held by you has been closed, blocked or restricted by us; (c) coordinate the activity of multiple accounts, or act through connected persons, in order to circumvent limits, fee tiers, trading restrictions or any other restrictions of the Platform; (d) obtain or attempt to obtain a benefit under any promotional, bonus, referral or other reward programme in a manner inconsistent with its purpose or terms, including through multiple or connected accounts, self-referral, sham transactions or artificial volume; or (e) exploit errors, delays, malfunctions or vulnerabilities of the Platform, or evident price anomalies, for your own benefit.

9.4. Connected accounts. For the purposes of clause 9.3, accounts may be treated as connected where, among other things, identification, contact or payment details, devices, network addresses or wallet addresses coincide or are substantially similar, or where there are other indications of common control or coordinated activity. We may cancel accrued rewards, reverse the relevant transactions under clause 7.2 and apply the measures set out in Section 12 to all connected accounts.

10. AML, sanctions and compliance

10.1. We operate an anti-money-laundering, counter-terrorist-financing and sanctions compliance programme and conduct ongoing monitoring of accounts and transactions. You must provide any information or documents we request for compliance purposes, promptly and accurately.

10.2. Travel Rule. For qualifying transfers we may be required to collect and transmit information about the originator and beneficiary to other virtual-asset service providers, financial institutions or authorities, in line with the FATF “Travel Rule” and Applicable Law.

10.3. We may, without prior notice and without liability to you, freeze, hold, decline, reverse or report any transaction, restrict or suspend your account, and disclose information to regulators, law enforcement, courts and other authorities, where we reasonably consider it necessary to comply with Applicable Law or to manage financial-crime or security risk. We are not obliged to disclose the details of our risk-management and security procedures.

11. Risk disclosure

By using the Services you acknowledge and accept the following risks (this is not an exhaustive list):

11.1. Volatility and loss. Crypto-asset prices can fluctuate widely and unpredictably; you may lose some or all of the value of your assets. Crypto-assets may have no intrinsic value and limited or no liquidity.

11.2. Not a bank; no insurance. Binibit is not a bank. Your crypto-assets are not deposits and are not protected by any deposit-insurance, investor-compensation or similar scheme in any jurisdiction.

11.3. Irreversibility. On-chain transactions are generally final and cannot be reversed. Sending assets to an incorrect or unsupported address may result in permanent loss.

11.4. Forks and airdrops. We are under no obligation to support any fork, airdrop, migration or newly created asset, and may decide at our discretion whether and how to do so. If you wish to participate, withdraw the relevant asset to your own wallet well in advance.

11.5. Technology and security. Crypto-assets and blockchain networks are subject to risks including software defects, network congestion or failure, cyber-attacks, hacking, phishing and protocol changes.

11.6. Regulatory and legal. The legal and regulatory treatment of crypto-assets is evolving and may change, which could adversely affect the Services or the value or transferability of your assets.

11.7. Market and execution. Orders may experience slippage, delay or non-execution; prices on the Platform govern the valuation of your account.

12. Suspension, restriction and termination

12.1. By you. You may close your account at any time, provided you have withdrawn your crypto-assets and have no outstanding obligations, pending transactions, holds or investigations.

12.2. By us. We may suspend, restrict, limit or terminate your access to all or part of the Services, or close your account, with immediate effect where we reasonably consider it necessary, including: ineligibility or Restricted Person status; suspected breach of these Terms or Applicable Law; suspected fraud, market abuse or financial crime; KYC/EDD requirements; legal, regulatory or court directions; insolvency; risk-management or security concerns; or any other valid reason. Where lawful and practicable we will give notice; in some cases we may be unable to disclose our reasons.

12.3. Effect of termination. On termination, open orders may be cancelled and amounts owed become immediately payable. Subject to Applicable Law and any holds, you remain entitled to withdraw your remaining crypto-assets and must promptly provide a valid external wallet address. We may deduct amounts you owe before returning the balance.

12.4. Dormant accounts. If your account is inactive for a prolonged period and we are unable to contact you or return your assets, we may, after taking reasonable steps, treat the assets as unclaimed and deal with them in accordance with Applicable Law, including (where required) reporting or remitting them to a competent authority. We may charge reasonable dormancy and administration fees.

13. Intellectual property

13.1. The Platform and all content, software, trademarks and other intellectual property relating to the Services are owned by Binibit or its licensors. We grant you a limited, personal, non-exclusive, non-transferable, revocable licence to use the Platform solely to receive the Services. The licence ends when your access is suspended or terminated.

13.2. You must not copy, modify, distribute, sell, licence, reverse-engineer, decompile, scrape or create derivative works from the Platform, or use our trademarks, without our prior written consent.

13.3. If you submit content (e.g. feedback, posts), you grant us a worldwide, royalty-free, sublicensable licence to use it, and we may remove or modify user content at our discretion.

14. Disclaimers, limitation of liability and indemnity

14.1. “As is”. To the maximum extent permitted by Applicable Law, the Services are provided on an “as is” and “as available” basis, without warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the Services will be uninterrupted, timely, secure or error-free.

14.2. Limitation of liability. To the maximum extent permitted by Applicable Law, we and our affiliates are not liable for any indirect, incidental, special, consequential, punitive or exemplary loss, or any loss of profits, revenue, goodwill, data or opportunity, or losses arising from market volatility, network events, forks, airdrops, third-party conduct, security breaches of your devices or credentials, or events beyond our reasonable control. We are liable only for direct losses caused by our gross negligence, wilful misconduct or fraud, and our aggregate liability for all claims shall not exceed the total fees you paid to us in the twelve (12) months immediately before the event giving rise to the claim. Nothing in these Terms excludes liability that cannot be excluded under Applicable Law.

14.3. Indemnity. You will indemnify and hold harmless Binibit, its affiliates and their officers, directors, employees and agents from any claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees and any regulatory fines) arising out of or related to your use of the Services, your breach of these Terms or Applicable Law, or your violation of any third-party rights. You also release us from claims arising out of disputes between you and other users.

15. Force majeure

15.1. We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, strikes, government or regulatory action, sanctions, changes in Applicable Law, power, internet or telecommunications failures, cyber-attacks, failures of third-party providers, networks, custodians, exchanges or liquidity providers, network events or forks, and extreme volatility or disruption in crypto-asset markets.

16. Amendments

16.1. We may amend these Terms at any time. We will post the updated Terms at binibit.com with a new effective date and, where required by Applicable Law or for material changes, give you advance notice (generally at least 30 days). Changes required by law or to address security or risk may take effect immediately.

16.2. Your continued use of the Services after the effective date of any change constitutes acceptance. If you do not agree, your sole remedy is to stop using the Services and close your account.

17. Electronic communications and notices

17.1. You consent to receive all communications, agreements, notices, disclosures and records from us electronically — by posting on the Platform, by email to your registered address, or by in-app or push notification — and you agree that these satisfy any legal requirement that such communications be in writing.

17.2. Notices to us must be sent as set out in Section 20. You are responsible for keeping your contact details current; we are not liable for your failure to receive a notice due to out-of-date details. We may record communications, and such records are our property and may be used as evidence.

18. Governing law and dispute resolution

18.1. Governing law. These Terms, and any dispute arising out of or relating to them or the Services, are governed by the laws of the Republic of Panama, without regard to conflict-of-laws principles.

18.2. Informal resolution first. Before commencing arbitration, you agree to contact us and attempt to resolve the dispute informally for at least 30 days after written notice of the dispute.

18.3. Binding arbitration. Any dispute not resolved informally shall be finally resolved by binding arbitration administered under the Rules of Arbitration of the International Chamber of Commerce (ICC) by a single arbitrator. The seat of arbitration is Panama City, Republic of Panama, and the language is English. Judgment on the award may be entered in any court of competent jurisdiction.

18.4. Class-action waiver. You and Binibit agree that claims may be brought only on an individual basis and not as a plaintiff or class member in any class, collective, consolidated or representative proceeding. The arbitrator may not consolidate more than one person’s claims.

18.5. Interim relief; time bar. Either party may seek interim or injunctive relief from a competent court. Any claim must be commenced within one (1) year after the cause of action arises, or it is permanently barred, except where a longer period is required by Applicable Law.

19. General

19.1. Assignment. You may not assign or transfer your rights or obligations without our prior written consent. We may assign or transfer ours, including in connection with a merger, acquisition, reorganisation or sale of assets.

19.2. Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision will be applied to the maximum extent permitted by Applicable Law.

19.3. Entire agreement. These Terms, together with any product terms, the Privacy Policy and the Cookie Notice, are the entire agreement between you and us and supersede prior agreements on their subject matter.

19.4. No waiver. Our failure to enforce any provision is not a waiver of it.

19.5. Third-party links. The Platform may link to third-party services; we are not responsible for them, and your use of them is at your own risk.

19.6. Death of an account holder. On notice of death or incapacity, we may suspend the account; an authorised representative must complete our verification and provide the required legal documentation to withdraw the assets.

19.7. Relationship. We act as an independent contractor; nothing creates a partnership, joint venture or agency between you and us (except as expressly stated for custody).

19.8. Language. These Terms may be provided in several languages. If there is any conflict, the English version prevails, except where Applicable Law requires the local-language version to govern.

20. How to contact us

BINIBIT S.A., Mercantile Folio No. 155781130, Global Bank Tower, 18th Floor, Suite 1801, 50th Street, Panama City, Republic of Panama. Support: support@binibit.com · Legal/notices: legal@binibit.com · Privacy: privacy@binibit.com

21. Definitions

• Applicable Law — any law, regulation, rule, sanction, order or directive of any competent authority that applies to you, to us or to the Services.
• Crypto-asset — a digital representation of value or rights that may be transferred and stored using distributed-ledger or similar technology.
• Restricted Jurisdiction — the United States of America and any other country or territory we designate as restricted, or where provision of the Services would be unlawful.
• Restricted Person — a person who is ineligible under Section 2, including sanctioned persons and US persons.
• Services / Platform — as defined in Sections 1–5.
• Supported Crypto-Asset — a crypto-asset we make available on the Platform from time to time.
• Travel Rule — the FATF recommendation requiring the exchange of originator/beneficiary information for qualifying virtual-asset transfers.

© 2026 BINIBIT S.A. All rights reserved.