Schedule 3

Website Terms of Use

These Terms of Use (“Terms”) govern your access to and use of the website located at spacepay.co.uk (the “Website”) operated by SPY Genesis Corp. (trading as “SpacePay”), a company incorporated under the laws of the Republic of Panama (Escritura Pública No. 1031), with registered office at Via Ricardo J. Alfaro, Edificio PH The Century Tower, Office 317, Corregimiento de Betania, District of Panama, Province of Panama, Republic of Panama (the “Company”, “we”, “us” or “our”).

1. Acceptance

1.1By accessing the Website, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must immediately cease use of the Website.

1.2These Terms are supplementary to, and do not replace, any separate agreement governing your use of the Services (including the API Terms of Service and Master Service Agreement).

2. Eligibility

2.1The Website is intended for use by persons aged eighteen (18) or older and by entities duly incorporated and validly existing under applicable law.

2.2By accessing the Website, you represent and warrant that you are not located in, incorporated in, or a citizen or resident of any jurisdiction where such access would be prohibited or restricted by applicable law, regulation, or sanctions programme.

3. Intellectual Property

3.1All content on the Website, including text, graphics, logos, icons, images, software, and the arrangement thereof, is the property of SPY Genesis Corp. or its licensors and is protected by copyright, trademark, and other intellectual property laws.

3.2You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Website for its intended purpose. This licence does not include the right to reproduce, modify, distribute, display, or create derivative works from any content on the Website without our prior written consent.

3.3“SpacePay”, the SpacePay logo, and all related names, logos, product and service names, designs, and slogans are trademarks of SPY Genesis Corp. You may not use such marks without the prior written permission of the Company.

4. Prohibited Conduct

4.1You agree not to:

5. Disclaimer

5.1The Website and all content thereon are provided on an “as is” and “as available” basis. To the fullest extent permitted by applicable law, the Company disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

5.2Nothing on the Website constitutes financial advice, investment advice, legal advice, or any other form of professional advice. You should consult qualified professionals before making any financial or business decisions.

5.3Any reference to crypto-assets, blockchain technologies, or digital payment solutions on the Website is for informational purposes only and does not constitute an offer, solicitation, or recommendation to buy, sell, or hold any crypto-asset.

6. Prohibited Jurisdictions & Compliance

6.1The Company maintains reasonable compliance measures designed to prevent the processing of transactions involving jurisdictions subject to comprehensive sanctions imposed by the United Kingdom (HM Treasury / OFSI), the European Union, the United States (OFAC), or the United Nations (collectively, “Restricted Jurisdictions”), and persons or entities appearing on applicable sanctions or designated persons lists. The Company reserves sole and absolute discretion to designate additional Restricted Jurisdictions or to refuse any transaction at any time without prior notice and without liability.

6.2Each Client represents, warrants, and undertakes on a continuing basis that: (a) it is the primary obligor for compliance with all applicable sanctions, anti-money laundering, counter-terrorist financing, and anti-financial crime laws in every jurisdiction in which it operates; (b) it shall not knowingly submit, facilitate, or procure any transaction involving a Restricted Jurisdiction, sanctioned party, or unlawful purpose; (c) it maintains its own compliance controls as required by applicable law; (d) it has obtained all licences, registrations, and regulatory approvals necessary to conduct its business and to utilise the Services; and (e) it shall promptly notify the Company upon becoming aware or having reason to suspect that any transaction may involve a Restricted Jurisdiction or prohibited activity. The Company undertakes Know Your Business (“KYB”) due diligence on Clients and conducts ongoing monitoring, however the primary compliance obligation rests with the Client at all times.

6.3Users and Clients expressly acknowledge that: (a) blockchain networks are decentralised, pseudonymous, and permissionless by design; (b) no party, including the Company, can guarantee the identity of all counterparties to a blockchain transaction; and (c) these inherent characteristics impose fundamental limitations on compliance controls. The Company does not warrant that its measures will detect or prevent every transaction involving a Restricted Jurisdiction, sanctioned party, or unlawful activity. No failure to detect a prohibited transaction shall constitute a breach of these Terms or give rise to any liability on the part of the Company.

7. Limitation of Liability & Indemnification

7.1To the fullest extent permitted by applicable law, the Company, its directors, officers, employees, agents, affiliates, and any third-party service providers engaged by the Company shall bear no liability whatsoever — whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise — for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenues, data, goodwill, anticipated savings, or business opportunity, arising from or in connection with: (a) any transaction processed through the Services, regardless of whether such transaction involves a Restricted Jurisdiction, sanctioned party, or unlawful activity; (b) any act, omission, delay, insolvency, or failure of any third-party service provider, blockchain protocol, network participant, or infrastructure provider; (c) any Client's failure to comply with its obligations under these Terms or applicable law; (d) any inherent limitation of blockchain technology; (e) any change in applicable law, regulation, or sanctions designation; or (f) any suspension, restriction, or termination of access to the Services.

7.2The aggregate liability of the Company for all claims arising out of or in connection with these Terms and the Services shall not exceed the lesser of: (a) the total fees paid by the Client to the Company in the twelve (12) months preceding the event giving rise to the claim; or (b) one hundred euros (€100).

7.3The Client shall fully and effectually indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, and affiliates against any and all losses, costs, claims, demands, fines, penalties, regulatory actions, and liabilities (including reasonable legal fees on a full indemnity basis) arising from or in connection with: (a) the Client's breach of any provision of these Terms; (b) the Client's failure to comply with applicable law, including sanctions, anti-money laundering, and counter-terrorist financing obligations; (c) any transaction submitted by the Client that involves a Restricted Jurisdiction, sanctioned party, or unlawful purpose; or (d) any claim brought by a third party (including any regulatory or governmental authority) in connection with the Client's use of the Services. This indemnity shall survive the termination or expiry of these Terms indefinitely.

7.4Where the Company identifies or reasonably suspects prohibited activity, the Company reserves the right, without incurring any liability, to: (a) suspend, delay, or refuse to process any transaction; (b) suspend or terminate the Client's access to the Services with immediate effect and without prior notice; (c) report any transaction or information to relevant law enforcement or regulatory authorities; and (d) retain or freeze any funds or assets associated with the transaction pending the outcome of any investigation or as required by law.

7.5Nothing in these Terms excludes or limits the Company's liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited under applicable law.

8. Governing Law and Jurisdiction

8.1These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles.

8.2Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Last updated: 31 March 2026