User Agreement

This User Agreement (“Agreement”) is entered into by and between you (hereinafter referred to as “you” or “User”) and Stella Global Services Limited (hereinafter referred to as “we,” “us,” or “our”). This Agreement governs your access to and use of the Stella Pay mobile application and its related services (collectively, the “App Services”), whilst, upon registering for the App Services, you also become a direct customer of Legend Trading, our licensed affiliate, for purposes of using trading-related services, including:

(i) selling Digital Assets held in your App Wallet to load your Card Account balance;

(ii) selling Digital Assets to receive fiat transfers to your linked bank account.

By accessing, downloading, or using the App Services, or by clicking “I agree”, you acknowledge that you have read, understood, and agreed to be bound by the terms and conditions of this Agreement, including any appendices applicable to specific services and functionalities, as well as our Privacy Policy. Furthermore, your use of certain features of the App Services may be subject to additional terms and conditions specific to those features.

For the avoidance of doubt, we do not provide investment, tax, or legal advice. You are solely responsible for determining whether any activity or related transaction is suitable for you, based on your personal investment objectives, financial situation, and risk tolerance. While you may obtain information regarding Supported Digital Assets or other digital assets through the App or its Content, such information is provided for informational purposes only and does not constitute investment advice, financial advice, trading advice, or any other form of advice. You should not treat any such Content as a recommendation. We do not advise or recommend that you buy, earn, sell, or hold any Digital Assets. We are not responsible or liable for any decisions you make to buy, sell, or hold Digital Assets based on information obtained through the App or the Content.

It is your responsibility to carefully review and understand all applicable risk disclosures made available via the App before accessing or using any of the App Services.

1. Scope and Structure

This Agreement consists of these General Terms and Conditions and a set of appendices (each, an “Appendix”), which form an integral part of this Agreement and govern specific services and features.

Appendices of this Agreement include, but are not limited to:

Appendix 1 – General Terms for Digital Assets: rules and representations relating to your use of supported digital assets and cryptocurrencies.

Appendix 2 – Stella Card Terms and Conditions: terms and conditions applicable to the use of the Stella Card and related Card Account.

Appendix 3 – Earn Services Terms and Conditions: terms and conditions applicable to the use of the Earn Service.

Appendix 4 – Fiat Withdrawal Terms and Conditions: terms governing fiat withdrawals from converted digital assets to your designated bank account.

Each appendix supplements these General Terms and shall be interpreted consistently therewith. In the event of any inconsistency between the General Terms and a specific Appendix, the Appendix shall prevail for matters relating to its subject matter.

2. Definitions

In this User Agreement,

“App” means the Stella Pay mobile application, including any software, updates, interfaces, and tools provided by us through Android, iOS or other platform and its updates, upgrades, supplements, releases and versions thereof (if any and where applicable), through which you may access to and use the App Services.

“Applicable Law” means any law of Hong Kong or of any other jurisdiction, including any statute, ordinance, subsidiary legislation, regulation, rule, by-law, code, guideline, policy, notice, circular, protocol, treaty, directive, or other requirement or guidance, whether issued by any governmental, regulatory, administrative, judicial, arbitral, or other competent authority, which is in force or published at any time and which applies to, governs, or otherwise regulates any person (including all parties to this Agreement), property, transaction, activity, event, or other matter.

“App Services”  means all services offered through the App, including but not limited to the App Wallet, Digital Asset Conversion, Stella Card usage, and access to Partner Services.

“App Wallet”  means a hosted digital asset wallet coordinated by us and operated by a licensed third-party custodian, allowing Users to store Supported Digital Assets.

“Authorized User” means any individual authorized by you to access or use the App Services on your behalf.

“BIN Sponsor” means any service provider which (i) offers card-as-a-service infrastructure to us and (ii) is the licensed issuer of the Stella Card under the applicable Card Network.

“Card Network” means any international credit, debit and prepaid card network which is applicable in respect of your Stella Card.

“Card Issuance Services” means the issuance and account provisioning services provided by a BIN Sponsor under applicable Card Network rules, enabling Stella to offer Stella Cards to Users.

“Cardholder Agreement” means the agreement between you and the BIN Sponsor governing the issuance and use of the Stella Card.

“Content” refers to any information, images, links, sounds, graphics, videos, software, user interfaces, visual interfaces, computer code or other materials including quotes, news and research data that is available on the App.

“Credential(s)” means the unique login usernames, passwords and other security code(s) you use to create your User Account.

“Digital Asset” means any cryptographically secured digital representation of value that uses blockchain or similar technology, including tokens and cryptocurrencies supported in the App Wallet.

“Digital Asset Conversion” means the transaction service provided by Legend Trading that enables the exchange of Supported Digital Assets into other digital assets, fiat currencies, or vice versa. This may include:

(i) crypto-to-fiat conversion;

(ii) fiat-to-crypto conversion;

(iii) crypto-to-crypto conversion.

Digital Asset Conversion Services are subject to the applicable Legend Trading Terms of Service (available at https://api.stellapay.io/legend_trading_terms ).

“Earn Service” means any yield or staking product accessible via the App and offered by a third-party Partner Provider, separate from Stella or Legend Trading.

“Enabled Device” means the mobile communications or other device successfully registered by you for use in connection with the App and the App Services.

“Fiat Currency”  means government-issued currency that is designated as legal tender in its jurisdiction, such as USD, EUR, or HKD.

“Legend Trading” refers to our licensed third-party service partner(s) operating under the brand “Legend Trading”. Legend Trading is responsible for providing Digital Asset Conversion Services and fiat settlement services that support specific functions within the App, including but not limited to Card Account top-ups and fiat withdrawals. Depending on your jurisdiction, regulatory requirements, and the nature of the specific service being accessed, the underlying legal entity acting as the service provider may vary. Your onboarding and use of such services are subject to the applicable Legend Trading Terms of Service, which shall govern your direct relationship with the relevant provider.

“Partner” means any third-party entity that independently provides the Partner Services directly to you through or in connection with the App.

“Partner Account” means any account may be established by a Partner for you (where applicable) in connection with your use of the Partner Services, which is operated and administered solely by the Partner.

“Partner Services” means any products, services, features, content, or functionalities made available to you directly by a Partner through or in connection with the App, which are operated, controlled, and provided solely by the relevant Partner.

“Service Instruction” means any instructions, communications, instructions, orders, messages, data, information or other materials from you or your Authorized User in relation to the App Services.

“Supported Digital Asset” means those digital assets designated in the App as eligible for custody, conversion, or Earn Services. The list may vary by jurisdiction and time.

“User Account” means the account you create upon registering to use the App Services.

“You / User” means the individual or entity that has registered a User Account and is legally bound by this User Agreement.

3. Acceptance and Amendments to the User Agreement

Your access to and use of the App and the App Services are governed by this User Agreement. If you do not agree to the terms, you must immediately cease accessing or using the App and the App Services.

We may amend or update this User Agreement and other applicable policies from time to time. Any revised version (“Revised Agreement”) will become effective upon posting on the App and/or by other means of notification to you, including, but not limited to, notifications via App alerts, emails, or SMS to your registered contact information, and shall apply prospectively. Your continued use of the App or any App Services following such posting constitutes your acceptance of the Revised Agreement. If you do not agree to any amendment, your sole and exclusive remedy is to discontinue use of the App and the App Services and to close your User Account.

Certain App Services may be subject to additional terms and conditions prescribed by us or by the relevant Partner. It is your responsibility to read and agree to such additional terms and conditions before using the applicable App Services.

You further acknowledge and agree that certain registration information you provide may be securely shared, within the scope reasonably necessary, with Partners for the purpose of service provision and regulatory compliance verification. Access to certain App Services may be conditional upon the successful completion of Partner review and approval processes.

4. Eligibility

To register a User Account and access or use the App Services, you represent, warrant and undertake on a continuing basis that:

• As an individual, you are at least eighteen (18) years old and have full legal capacity to enter into this User Agreement and to comply with Applicable Law;
• As a legal entity or organization, you are duly incorporated, validly existing, and have full power, authority and capacity to enter into and perform your obligations under this User Agreement;
• Your entry into and performance of this User Agreement does not conflict with or violate any Applicable Law, agreement, or obligation applicable to you;
• You are not subject to any economic sanctions or restrictions administered or enforced by any relevant governmental or international authority, including without limitation the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Hong Kong Monetary Authority, or the Monetary Authority of Singapore;
• You are accessing and using the App Services solely for your own benefit, and not on behalf of or for the benefit of any third party; and
• You are not impersonating any person, operating under an alias, or otherwise concealing your identity.

5. Registration, Onboarding and Verification Procedures

• Registration

You must register for a User Account in order to access and use the App and the App Services. Each User is permitted to register only one (1) User Account.

By registering a User Account and accepting this User Agreement, you acknowledge that you will simultaneously become a customer of our licensed Partner operating under the “Legend Trading” brand (“Legend Trading”), which may provide certain exchange, settlement, or payment-related services in connection with the App Services. The specific Legend Trading entity serving you may vary based on your jurisdiction and the nature of the services.

You consent to the secure sharing of your onboarding information with Legend Trading and other Partners as necessary to facilitate identity verification, eligibility checks, and regulatory compliance requirements.

• Onboarding and User Verification

During registration or at any time thereafter, you agree to provide complete, accurate, and up-to-date information as required by us for identity verification, compliance screening, service provision, and risk management purposes. Such information may include, but is not limited to, your:

• Full legal name, address, telephone number, email address, date of birth;
• Government-issued identification documents;
• Taxpayer identification number;
• Bank account details;
• Biometric information (where permitted by law).

You consent to our accessing, processing, verifying, and retaining your information for the purposes set forth in this Agreement, subject to Applicable Law and our Privacy Policy. Withdrawal of consent may result in suspension or termination of your User Account, except where retention is otherwise permitted or required under Applicable Law.

You authorize us to make inquiries, directly or through third parties, as we deem necessary to verify your identity or to detect, prevent and address fraud, money laundering, terrorist financing, or other financial crimes. You acknowledge and agree that information provided may be shared with credit reference agencies, fraud prevention agencies, and governmental authorities as necessary, without adversely affecting your credit score.

We reserve the right to refuse account registration, suspend access to, or terminate any User Account at our sole discretion, including where verification cannot be satisfactorily completed.

You further authorize your mobile carrier to disclose information about your account and device to us or our service providers for the purpose of identity verification and fraud prevention.

Please refer to our Privacy Policy for further information on how we collect, process, and protect your personal data, and the rights available to you under Applicable Law.

6. The App Wallet

• The App Wallet is a hosted digital asset wallet made available through the App for the purpose of accessing App Services.

• The App Wallet is:
  • facilitated by us, and
  • custodied by a licensed third-party service provider, which securely stores users’ Supported Digital Assets on a custodial basis and in accordance with applicable regulatory and security standards.

For further terms, see Appendix 2 – Stella Card Terms and Conditions.

7. Digital Asset Conversion Services
   • You may choose to convert Supported Digital Assets held in your App Wallet into other Digital Assets or fiat currency through the Digital Asset Conversion Service provided by Legend Trading, our licensed affiliate offering digital asset exchange/trading and settlement services.

• Digital Asset Conversion Service enables:
  • crypto-to-fiat conversion (e.g., sell BTC for USD or HKD);
  • fiat-to-crypto conversion (e.g., buy ETH using fiat balance); and
  • crypto-to-crypto conversion (e.g., swap USDT for BTC).

• By initiating a Digital Asset Conversion, you authorize Legend Trading to execute the transaction and settle the resulting funds accordingly. Where fiat proceeds are involved, such proceeds may be directed to:
  • your Card Account, for use via the Stella Card (detailed in Appendix 2 – Stella Card Terms and Conditions); or
  • your nominated external bank account (detailed in Appendix 4 – Fiat Withdrawal Terms and Condition).

• We do not execute or intermediate any Digital Asset Conversion. All such transactions are governed solely by the Legend Trading Terms of Service, including the applicable pricing, timing, and settlement arrangements. You must review and accept the Legend Trading Terms of Service during onboarding and prior to initiating any such transaction.

8. Use of Partner Services

• Without prejudice to any other provisions herein, certain services available through the App are provided directly by third-party licensed entities (“Partners”). You acknowledge and agree that:
  • Your access to and use of any services provided by a Partner (“Partner Services”) are subject to the Partner’s own terms and conditions (“Partner Terms”), which you are required to accept and comply with;
  • We may share your personal and account information, including information relating to your Authorized Users, with the relevant Partner as necessary to facilitate your access to and use of the Partner Services;
  • The Partner may enforce its Partner Terms directly against you in relation to the provision or use of the Partner Services;
  • The Partner is solely responsible for the provision of the Partner Services, and we do not assume any responsibility, liability or obligation in connection therewith.

• In addition to the Partner Terms, your use of Partner Services may also be subject to additional terms and conditions prescribed by us, which will be made available to you via the App or otherwise.

• By using any Partner Services, you further agree to:
  • Authorize us to share and disclose information relating to you, your Authorized Users, and your User Account to the relevant Partner as reasonably necessary for the provision of the Partner Services;
  • Promptly respond to and comply with any reasonable request made by us or the Partner in connection with your use of the Partner Services.

9. The App

• The App, as updated or modified by us from time to time at its sole discretion and without prior notice, may enable you to perform one or more of the following actions, including but not limited to:
  • Request the issuance of Stella Cards;
  • Manage your Stella Card settings, including setting or changing the PIN;
  • Instruct and execute Digital Asset Conversion transactions;
  • View your transaction history;
  • Enable, disable, or block Services;
  • Load or withdraw Supported Digital Assets to or from your App Wallet;
  • Withdraw fiat currencies derived from your Digital Asset Conversion transactions; and
  • Access and use Partner Services provided through and by Partners.

• Subject to your ongoing compliance with these Terms, we grant you a limited, non-exclusive, non-transferable licence to use the App, as owned or licensed by us, solely on your Enabled Device and strictly for your personal use in accordance with these Terms and Conditions. All rights not expressly granted to you are reserved.

• Certain components of the App may be governed by separate open-source or third-party licence terms as notified to you from time to time. In the event of any inconsistency between these Terms and such licence terms, the latter shall prevail solely with respect to the use of the relevant components.

• You acknowledge and agree that your access to and use of your Account and the Services are conditional upon your compliance with these Terms and all applicable additional terms.

10. Access and Authorized Users

• Access to the App and the App Services may be available through various devices. The availability, performance, and features of the App and App Services may vary depending on your device type, system specifications, and configuration. You acknowledge and agree that you are solely responsible, at your own cost, for:
  • Procuring all necessary hardware, software, and communication services required for use of the App in accordance with this User Agreement;
  • Installing appropriate antivirus or other mobile security software on your Enabled Device to protect against potential vulnerabilities arising from your use of the App; and
  • Promptly installing all updates, upgrades, and patches for both the App and your Enabled Device.

• We may implement new or updated authentication methods for accessing the App and/or the App Services. You agree to satisfy all authentication requirements introduced from time to time in order to continue accessing the full functionality of the App and App Services.

• We reserve the right to decline your full or partial access to the App and/or App Services without liability for any loss, claim, cost, or expense arising therefrom, in any of the following circumstances:
  • Your instructions are unclear, incomplete, or appear illegitimate;
  • Your instructions have lapsed, become invalid, or are void or abandoned under Applicable Law;
  • Your instructions cannot be processed due to circumstances beyond our reasonable control;
  • Processing your instructions or granting access may expose us to legal proceedings, adverse regulatory impact, or additional licensing requirements; or
  • You fail to comply with this User Agreement, applicable Partner Terms, or any relevant rules.

• You are responsible for ensuring that each of your Authorised Users is aware of and complies with this User Agreement, any agreements between you and us relating to the use of the App and/or App Services, and the Partner Terms.

• Your access to the App and App Services may be subject to the laws and regulations of the jurisdiction in which you are located. We are not responsible for any charges you may incur in connection with such access and use, including but not limited to data roaming, telecommunications, or other related charges.

• If you authorise any person to give instructions on your behalf, you are fully responsible for their actions and omissions, including any liabilities or losses resulting from payments or transactions initiated or authorised by them from your User Account.

• While we strive to provide reliable services, we do not guarantee uninterrupted availability of the App or any App Services, nor the execution, acceptance, recording, or maintenance of any orders, instructions, or transactions. We are not liable for any losses arising from delays, failure to process transactions, or lack of timely support.

• All instructions transmitted through the App will be treated as final, irrevocable, and unconditional upon receipt. We are entitled, but not obliged, to act on such instructions without seeking further confirmation from you.

11. Prohibited Activities

You understand and agree to that you shall not (and shall not, knowingly or otherwise, authorize, allow or assist any other party to):

• use the App and/or App Services to conduct electronic spamming;
• use the App and/or App Services to perform unlawful or immoral activities (including but not limited to money laundering, terrorist financing or any fraudulent activities);
• use the App to upload content that contains or may contain viruses, malicious codes, immoral or illegal content;
• modify or adapt the whole or any part of the App or combine or incorporate the App into any other programme or application;
• disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code of the App or any components thereof;
• use the App and/or App Services in any manner that would or may potentially lead to any infringement (including any possible claim) of our intellectual property rights or those of the Partner(s) or any third party;
• use the App and/or App Services in any manner that would or may potentially harm or interfere with other users or our reputation or reputation of the Partner(s) or any third party;
• engage in any other activities that we consider inappropriate that are or may be in contravention of Applicable Law; or;
• engage in any activity that is of the similar or same nature or characteristic to the listed herein.

12. Benefits

We may, at our sole and absolute discretion, offer benefits in connection with your use of the App Services and/or Partner Services. The specific terms and conditions applicable to any benefit program will be made available in the App. It is your sole responsibility to review and understand these terms and conditions before deciding to participate in any benefit program.

We reserve the right, without prior notice, to amend the terms and conditions of any benefit program, introduce new benefits, or withdraw existing benefits. We also reserve the final right of interpretation with respect to all benefit programs.

Benefits may include, without limitation, referral rewards and other incentives as made available through the App. Certain benefits may require you to submit a separate application or take additional steps in order to be eligible.

13. Fees

Fees applicable to the App Services will be disclosed in the App or at the time of transaction. You authorize us to deduct applicable fees from your App Wallet or Card Account balance. Partner fees may apply separately, subject to Partner Terms.

14. Data Protection, Security and User Responsibilities

• You acknowledge and agree that we may collect, control, and process personal data relating to you (if you are an individual), as well as any personal data you have provided or may provide in the future in relation to any other associated individuals, in connection with this User Agreement, the App, or the App Services. Accordingly, you represent and warrant that:
  • any disclosure by you of personal data relating to yourself or to any third party has been and will continue to be made in full compliance with all applicable data protection and privacy laws, and that such data are accurate, up-to-date, and relevant at the time of disclosure; and
  • prior to providing any such personal data to us, you have read and understood our Privacy Policy and, in the case of personal data relating to third parties, you have provided (or will provide at the time of disclosure) a copy of our current Privacy Policy (as amended from time to time) to such individuals.

• You must promptly notify us at support@stellapay.io without undue delay upon discovering any of the following:
  • unauthorized or inappropriate disclosure or use of your Credentials and/or service data;
  • unauthorized or inappropriate access to or use of any App Services effected through your Credentials and/or service data;
  • loss, theft, or unauthorized access or use of your Enabled Device; or
  • any other suspicious circumstances of a similar nature.

• If your Enabled Device and/or Credentials have been compromised or accessed without authorization, you must promptly reset your Credentials and may seek assistance from our support team.

• You are solely responsible for implementing adequate security measures to safeguard your User Account. All activities conducted through your User Account will be deemed authorized by you. We disclaim any liability for losses arising from the compromise of your User Account.

• We reserve the right, at our sole discretion, to refuse the provision of any services where we have reason to believe that you or any Authorized User intend to use the App or App Services in an irresponsible, unlawful, or inappropriate manner.

• Prompt reporting and/or resetting of Credentials does not constitute a guarantee that we will assume any liability for or reimburse any losses suffered as a result of unauthorized activity.

• We accept no liability whatsoever for any damage, loss, or interruption caused by computer viruses, malicious code, phishing, spoofing, or other cyberattacks that may affect your systems. We strongly recommend the use of reputable and up-to-date antivirus and cybersecurity software. You should exercise caution when reviewing communications purportedly from us, as SMS and email services are vulnerable to spoofing and phishing. When in doubt about the authenticity of a communication, you should always access your User Account directly through the App to verify transactions and required actions.

• You acknowledge and agree that:
  • We may engage third-party service providers to deliver services and support necessary for the operation of the App and to enhance the products and/or services made available or promoted through the App;
  • The App may contain links to third-party websites or online resources that are provided solely for your convenience. The inclusion of any such link does not constitute or imply any affiliation, sponsorship, endorsement, approval, investigation, verification, or monitoring by us of the linked site or its contents. We do not control, and are not responsible for, the content, security, policies, or practices of any third-party sites or resources, or for your use of or inability to use them;
  • Your access to and use of such third-party sites or resources are entirely at your own risk and are subject to the applicable Partner Terms and the terms and conditions and privacy policies governing those sites or resources. You should review and assess the terms and conditions and privacy practices of any third-party site or resource before using it.

15. Ownership and Intellectual Property Rights

• You acknowledge and agree that all rights, title, and interest in and to the App, the App Services, and all content, materials, trademarks, logos, service marks, product names, and proprietary elements appearing therein (collectively, the “Content”) are and shall remain the exclusive property of us, our Partners, or other applicable third-party licensors (collectively, the “Licensors”).

• The intellectual property rights in and to the App and the App Services are either owned by us or licensed to us by the Licensors. Other than the limited license expressly granted to you under this User Agreement, no other rights are granted to you in respect of the App, the App Services, the Content, or the Trademarks.

• You agree that you will not copy, reproduce, modify, distribute, sell, license, reverse engineer, decompile, publish, create derivative works from, or otherwise exploit any part of the App, the App Services, or the Content without our prior written consent.

• We reserve all rights not expressly granted to you under this User Agreement. We further reserve the right to terminate your license to use the App and the App Services at any time at our sole discretion without providing any reason.

16. Suspension, Termination and Cancellation

• We may, at our sole and absolute discretion, suspend, restrict, or terminate your access to any or all of the App Services, or cancel your User Account, with immediate effect for any reason, without any obligation to disclose the rationale behind such decision to you.

• Following the deactivation or cancellation of your User Account, you may be permitted to transfer any Digital Assets associated with your App Wallet within a reasonable period of time, unless otherwise prohibited by Applicable Law (including but not limited to applicable sanctions programs) or a facially valid subpoena, court order, or similar legal process. Such transfer shall also be subject to any specific rules or restrictions applicable to the deactivation or cancellation of your User Account.

• You may cancel your User Account at any time by contacting our User Support Centre. Upon cancellation, you must promptly settle any outstanding obligations owed to us, and you hereby authorize us to cancel or suspend any pending transactions associated with your User Account at the time of cancellation.

• We reserve the right to modify, discontinue, suspend, or replace any product, service, or feature made available through the App at any time at our sole discretion. To the extent required or reasonably practicable, we will provide you with prior notice of any material changes, discontinuations, or transfers related to any product, service, or feature.

• We shall not be liable to you for any losses, costs, expenses, claims, damages, or other liabilities incurred in connection with the blocking, suspension, cancellation, or termination of your access to the User Account and/or the App Services in accordance with this User Agreement.

17. Our Rights Upon Breach

If we, in our sole discretion, determine that you or any of your Authorized Users may have breached any provision of this User Agreement, the Partner Terms, the Privacy Policy, or any other applicable agreement entered into for the use of the App Services, we may take any actions deemed necessary to protect our interests, those of our Partners, other users, and third parties, including but not limited to:

• Suspending, restricting, or closing your User Account;
• Restricting, blocking, terminating, or revoking your access to any product, service, or feature provided via the App;
• Terminating this User Agreement with immediate effect;
• Initiating legal proceedings against you or taking any other enforcement action available under Applicable Law;
• Pending, reversing, or cancelling any transaction initiated or pending via the App.

18. No Warranties

• The App, the App Services, and all Content are provided on an “as is,” “where is,” and “as available” basis without any warranties of any kind, whether express, implied, or statutory. To the maximum extent permitted by Applicable Law, we expressly disclaim all warranties, including but not limited to warranties of title, merchantability, fitness for a particular purpose, and non-infringement.

• We do not guarantee that access to the App or the App Services will be continuous, uninterrupted, timely, or error-free. We make no warranties regarding the execution, acceptance, recording, or retention of any transaction or order placed via the App.

• Except as expressly set forth in this User Agreement, you acknowledge and agree that you have not relied upon any other statements or representations, whether oral or written, regarding the App or the App Services.

• Without limiting the foregoing, we shall not be liable for any losses or damages arising from:
  • any inaccuracy, delay, defect, omission, or interruption in digital asset price data or related transmissions;
  • any viruses, malware, or other harmful components encountered through the App or associated systems;
  • any glitches, bugs, errors, or inaccuracies in the App or App Services; or
  • any suspension, delay, or action taken in connection with your User Account.

19. Limitation of Liability and Indemnification

• To the fullest extent permitted by Applicable Law, we and our affiliates shall not be liable for any loss, damage, or claim arising out of or relating to:
  • any unusual, unforeseeable, or unavoidable event beyond our reasonable control, including but not limited to acts of God, war, civil unrest, labor disputes, network failures, or governmental actions;
  • any delay, interruption, suspension, or failure of the App, the App Services, or related systems;
  • any unauthorized access to or use of your Enabled Device or App Services;
  • any system maintenance, downtime, or technical malfunction affecting your ability to place or complete transactions; or
  • our compliance with Applicable Laws, court orders, regulatory requirements, or card network rules.

• In no event shall we or our affiliates be liable for any lost profits, lost revenue, lost business opportunities, or any indirect, incidental, special, punitive, exemplary, or consequential damages, whether foreseeable or unforeseeable, even if we have been advised of the possibility of such damages.

• You agree to indemnify, defend, and hold harmless us, our affiliates, Partners, and their respective officers, directors, employees, agents, and representatives from and against any claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and regulatory fines or penalties) arising out of or relating to:
  • your breach of this User Agreement, Partner Terms, or any applicable policies;
  • your use of the App or App Services;
  • your violation of any applicable laws or third-party rights; or
  • any fraudulent, wilful, or grossly negligent act or omission by you.

• Any claims or disputes between you and a Partner shall be resolved directly between you and the relevant Partner. You agree not to bring any such claims against us.

20. User Support, Queries and Complaints

If you have any feedback, questions, support request, query or complaints, please contact us via our User Support Centre:

Address: User Support Centre

Email: support@stellapay.io

21. General Provisions

• Assignment. We reserve the right to assign our rights without restriction, including without limitation to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the App Services. In the event that we are acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. You may not assign any rights and/or licenses granted under this User Agreement. Any attempted transfer or assignment by you in violation hereof shall be null and void. Subject to the foregoing, this User Agreement shall be binding on your successors, heirs, personal representatives, and assigns.
• Severability. In the event that any provision of this User Agreement is unenforceable under Applicable Law, the validity or enforceability of the remaining provisions will not be affected. To the extent any provision of this User Agreement is judicially determined to be unenforceable, a court of competent jurisdiction may reform any such provision to make it enforceable. The provisions of this User Agreement will, where possible, be interpreted so as to sustain its legality and enforceability.
• Waiver. This User Agreement shall not be waived in whole or in part except where agreed by all parties in writing. The delay of enforcement or the non-enforcement of any of the terms of this User Agreement by any party shall not be construed as a waiver of any of the other rights of that party arising out of the breach or any subsequent breach of any of this User Agreement and no right, power or remedy conferred upon or reserved for any party in this User Agreement is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.
• Relationship of the Parties. Nothing in this Agreement is intended to, nor shall create any partnership, joint venture, agency, consultancy or trusteeship. You and we are independent contractors for purposes of this Agreement.

22. Governing Law and Jurisdiction

• This Agreement (including the General Terms and Conditions and any Appendices) shall be governed by and construed in accordance with the laws of Hong Kong.

• Unless otherwise specified in the terms of a particular service, any dispute, controversy, or claim arising out of or relating to this Agreement shall be submitted to the courts of Hong Kong, which shall have exclusive jurisdiction.

• For the avoidance of doubt, where any specific service (including services provided by third-party licensed partners or those governed by separate appendices) is subject to its own governing law or dispute resolution provision, such specific terms shall prevail in respect of that service.

Appendix 1 General Terms for Digital Assets

This Appendix sets forth the general rules and responsibilities applicable to your use of digital assets in connection with the App and related services. This appendix supplements the general provisions of the Agreement and should be read together with other appendices to understand the rights, obligations, and risks related to digital asset-based transactions.

1. Definition of Digital Assets

For the purpose of this Agreement, “Digital Assets” shall refer to cryptocurrencies, stablecoins, or tokens that are supported by the App or its integrated third-party service providers, including but not limited to BTC, ETH, USDT, and other blockchain-based representations of value.

2. Lawful Ownership and Use

By using the App Services, you represent, warrant, and agree that:

• You are the lawful owner or authorized controller of any Digital Assets used via the App;
• All Digital Assets involved in your transactions are derived from legal sources and do not violate any applicable laws or regulations;
• You will not use the App or any connected services to conduct, support, or facilitate any illegal activity, including but not limited to fraud, money laundering, terrorist financing, or tax evasion.

3. Prohibited Activities

You agree not to engage in any of the following while using the App or related services:

• Attempting to bypass or manipulate identity verification (KYC) procedures;
• Using anonymizing tools or technologies (e.g., mixers, tumblers) to obscure the origin of funds;
• Interacting with sanctioned jurisdictions or persons as defined under applicable laws;
• Engaging in wash trading, market manipulation, or abuse of the App’s functions;
• Attempting to gain unauthorized access to any part of the App or its integrated partners.

4. Risk Acknowledgment

You acknowledge and accept the following risks inherent in the use of Digital Assets:

• Volatility: Digital Assets are subject to extreme price fluctuations and may rapidly lose value;
• Transaction Delays or Failures: Blockchain network congestion, smart contract bugs, or third-party execution issues may delay or prevent transaction completion;
• Permanent Loss: Unauthorized access to your wallet or private keys may result in irreversible loss;
• Regulatory Risk: Regulatory changes may impact the availability or legality of certain features.

You agree to use the App and all related Digital Asset functionalities at your own risk.

5. KYC / AML Compliance

You agree to cooperate with all reasonable requests made by Stella, Partners (such as Legend Trading) and/or any other third-party service provider, to satisfy know-your-customer (KYC), anti-money laundering (AML), and other regulatory obligations. This may include:

• Submitting identity documents and transaction justifications;
• Updating expired or invalid information;
• Undergoing enhanced due diligence when required.

Refusal to comply may result in the suspension or termination of your User Account and related services.

6. Information Sharing and Service Execution

You acknowledge and consent that Stella may securely share your account information and relevant data with its licensed service partners in order to facilitate:

• Digital Asset Conversion;
• Payment execution and settlement;
• Regulatory reporting and transaction monitoring.

Such sharing shall be strictly limited to what is necessary for service execution and legal compliance.

7. Indemnification and Limitation of Liability

To the maximum extent permitted by law, you agree to:

• Indemnify and hold harmless Stella and its affiliates against any claims, losses, or liabilities arising from your misuse of the App or violation of these rules;
• Accept that Stella is not liable for the performance, failure, or delays of Partners;
• Acknowledge that Stella does not control exchange prices, custody arrangements, or settlement timelines, and disclaims any associated liability.

8. Relationship with Other Appendices

This Appendix is intended to supplement, and should be read in conjunction with all other appendices incorporated hereunder. In the event of conflict, the more specific terms in the service-specific appendices shall prevail.

Appendix 2 – Stella Card Terms and Conditions

This Appendix forms part of the User Agreement and governs your use of the Stella Card and associated services available via the App.

1. Definitions

For purposes of this Appendix:

“Stella Card” means a payment card (whether physical or virtual) branded as “Stella,” which is made available to eligible users via the App.

“BIN Sponsor” means any service provider which: (i) offers card-as-a-service infrastructure to us; and (ii) is a licensed issuer and actual issuer of the Stella Card under a relevant card network (e.g., Visa or Mastercard).

“Card Issuance Services” means the card issuance services provided by a BIN Sponsor to us, which enable the Stella Card to be issued and made available to you via the App, under the applicable card network rules and regulatory requirements.

“Card Account” means a stored value account associated with your Stella Card, into which fiat funds may be loaded through conversion of your Supported Digital Assets, or refunded from merchant transactions.

“Card Transaction” means each transaction effected by using your Stella Card.

2. Stella Card and Card Issuance

2.1 The Stella Card is made available through the App as part of our offering to users who hold Supported Digital Assets in their App Wallet.

2.2 You acknowledge and agree that:

• Your application for and use of the Stella Card is subject to approval by the BIN Sponsor;
• Card Issuance Services are provided by the BIN Sponsor, and we are not the issuer of the Card;
• You must accept the separate Cardholder Agreement prior to card activation.

3. 3. App Wallet

Your Stella Card is funded through Supported Digital Assets held in your App Wallet, a hosted custodial wallet solution made available via the App.

The App Wallet is facilitated and managed by us, and custodied by a licensed third-party custodian, selected by us, which safeguards users’ Supported Digital Assets in accordance with applicable laws and security.

You acknowledge and agree that:

• You remain the beneficial owner of the digital assets stored in your App Wallet;
• Your assets are held on a custodial basis and are not treated as assets of Stella or the custodian;
• We and the custodian may aggregate custody of assets across users, while maintaining precise internal records reflecting your individual balances;
• App Wallet balances do not accrue interest and are not insured by any government deposit protection scheme.

You must not attempt to store unsupported digital assets or use the wallet for purposes not permitted by this Agreement. Doing so may result in asset loss or restriction of services.

3. Applying for and Using the Stella Card

To apply for the Stella Card, you must:

• Complete the required KYC procedures as prompted in the App;
• Authorize us to share your relevant onboarding and identity data with the BIN Sponsor for eligibility review;
• Accept the applicable Cardholder Agreement.

Upon issuance and activation:

• Your Stella Card may be used to conduct transactions with merchants, online or at physical point-of-sale terminals, or to withdraw fiat funds at supported ATMs, subject to Card Network availability;
• All such transactions are governed by the Cardholder Agreement;
• Card loading is enabled via Digital Asset Conversion Transactions facilitated by Legend Trading, whereby your Supported Digital Assets are sold and the fiat proceeds are credited to your Card Account.

4. Interaction with App Wallet and Funding of Card Account

Your Card Account is not a digital asset wallet. It does not store or support Digital Assets directly.

To fund and use your Stella Card, you may elect to convert Supported Digital Assets held in your App Wallet into fiat currency using the Digital Asset Conversion Service provided by Legend Trading.

Once the conversion is successfully executed and settled, the fiat proceeds will be credited to your Card Account. This balance will then be available for use with your Stella Card in accordance with the Cardholder Agreement. You may view your available card balance and spending history in the App.

You acknowledge that:

• We and the BIN Sponsor are not responsible for the execution, exchange rate, or timing of the conversion;
• Conversion services are subject to the Legend Trading Terms of Service;
• There may be delays due to compliance screening, blockchain network congestion, or fiat settlement timing.

We reserve the right to restrict funding channels based on risk or jurisdictional requirements.

Digital Asset Conversion Services are provided by Legend Trading and governed by the Legend Trading Terms of Service  (available at https://api.stellapay.io/legend_trading_terms). You must review and accept the Legend Trading Terms before using any card funding services involving conversion of digital assets.

5. 5. ATM Withdrawal Services

You may use your Stella Card to withdraw cash from any ATM that accepts Stella Cards (“ATM Withdrawal Services”). You must follow the instructions displayed at the ATM when performing any withdrawal, which may include entering your Card PIN. All ATM withdrawals are subject to withdrawal limits as may be determined by the Group from time to time.

ATM Withdrawal Services are subject to applicable fees as prescribed by us from time to time. These fees may be amended at our sole discretion without prior notice. Additional fees imposed by third-party ATM operators may also apply, over which we have no control and for which the Group bears no responsibility.

We shall not be liable for any losses, damages, costs, or liabilities (including, without limitation, tax liabilities) arising from or in connection with any ATM withdrawal, including any related digital asset or currency conversion processes.

6. Limitations and Restrictions

The following restrictions apply for and on your using of Stella Card:

• Card availability, features, and transaction limits may vary based on your jurisdiction, compliance status, and App usage history;
• The BIN Sponsor may impose additional limits or reject applications/transactions at its sole discretion;
• We and/or the BIN Sponsor may suspend or terminate Card access at any time, including for suspected fraud, regulatory reasons, or breach of this Agreement or the Cardholder Agreement.

7. 7. Refunds and Disputes

• Notification of Dispute

You must notify us at [support@stellapay.io] without undue delay in the event of any dispute regarding the validity of a Card Transaction. Any request for dispute resolution or chargeback must be submitted no later than sixty (60) days from the transaction date. Upon receipt of your notification, we will either assist you directly or refer the matter to the relevant Merchant or Card Network for processing.

• Compliance with Card Network Rules

You agree to comply with all applicable Card Network Rules when submitting a dispute or chargeback request. This includes providing a written explanation of the dispute and submitting supporting documentation, such as the related transaction receipt and any other information reasonably required by us or the relevant Card Network.

• Investigation Cooperation

We reserve the right to investigate any disputed transaction. You agree to fully cooperate with any investigation conducted by us or a competent authority by promptly providing any additional information or documentation upon request.

• Outcome and Recovery of Funds

If it is determined that the disputed transaction resulted from your wilful misconduct, fraud, negligence, or is otherwise in accordance with this Agreement, you hereby authorise us to recover the disputed amount, together with any applicable fees and charges, by debiting your Card Account or App Wallet or other available means.

• Fees

Any fees imposed by us, the BIN Sponsor and/or the relevant Card Network in connection with the processing of a dispute or chargeback request may be deducted from your Card Account or App Wallet, as applicable, or otherwise claimed from you. Such fees are non-refundable under any circumstances.

• Authority of Decisions

You acknowledge and agree that:

• we, the BIN Sponsor and/or the relevant Card Network may, but are not obligated to, assist with or process your dispute or chargeback request; and
• the decisions of us, the BIN Sponsor and/or the relevant Card Network regarding any dispute or chargeback request shall be final, conclusive, and binding on you, subject to any specific terms, conditions, or rules issued by the relevant Card Network from time to time. You further acknowledge that the reversal of any previously processed Card Transaction is subject to such applicable rules and procedures.

• Limitation of Liability

You acknowledge and agree that neither of us, the BIN Sponsor, nor the relevant Card Network shall be liable to you for any loss, claim, or damages arising out of or in connection with any dispute or chargeback request.

8. User Declarations and Compliance Representations

8.1 By applying for or using the Stella Card, you represent and warrant that:

• You are not a resident of any jurisdiction where the Stella Card is not lawfully offered or distributed;
• You have not been directly solicited or marketed the Stella Card in any jurisdiction where such activity is restricted or prohibited;
• You will not use the Stella Card for any unlawful purpose or in violation of applicable laws, including but not limited to cross-border transaction regulations and restrictions on digital asset-based payments;
• You understand that the availability and scope of Card Services may vary depending on your location and status, and may be subject to regulatory approvals or limitations.

8.2 We reserve the right to restrict access or discontinue the Stella Card for users in any jurisdiction where continued offering would breach local laws or pose compliance risks.

9. Restriction, Suspension, and Termination of Card Use

9.1 In conjunction with, and in addition to, the terms and conditions set out under the Cardholder Agreement, we may impose further spending or usage limits on your Card based on our internal underwriting standards and risk assessment procedures.

9.2 We may also, where reasonably necessary, restrict, suspend, or terminate your ability to conduct Card Transactions or use your Card with immediate effect under any of the following circumstances:

• If we are required to do so under Applicable Law, contractual obligations, or by order of a court or regulatory authority;
• If we reasonably believe that you have breached these Card Terms, the User Agreement, or the Cardholder Agreement;
• If we detect or reasonably suspect unauthorized, fraudulent, or otherwise irregular activity involving your Card, your User Account, or the App Services;
• If we suspect any activity relating to money laundering, terrorist financing, fraud, or other financial crime;
• If your User Account or Card Account becomes subject to legal proceedings, investigation, or regulatory inquiry, or if we determine that your activity presents an increased risk of non-compliance with applicable legal or regulatory obligations;
• If there are insufficient Supported Digital Assets in your App Wallet to fund a relevant Card Transaction.

9.3 Where appropriate and permitted by Applicable Law, we will endeavor to provide you with notice of such action and the underlying reasons, and, where feasible, afford you an opportunity to address the situation prior to further measures being taken.

10. Risk Disclosures and Limitation of Liability

10.1 You further acknowledge and accept the following risks associated with the use of the Stella Card:

• Digital Asset Volatility: the value of Digital Assets used to fund your Card Account may be volatile, and significant fluctuations may occur before or after conversion.
• Regulatory Changes: changes in regulations or enforcement actions in your jurisdiction may impact the availability, legality, or continuity of the Stella Card or associated services.
• Third-Party Service Interruptions: interruptions or failures in third-party services, including the BIN Sponsor, card network, or banking partners, may temporarily or permanently disrupt Card usage.
• Changes in Laws and Policies: alterations to tax laws, financial regulations, or card network policies may limit or affect the usage of the Stella Card.

10.2 To the fullest extent permitted by law, we disclaim liability for any indirect or consequential losses arising from the above risks. Furthermore, we do not guarantee the continued availability of Card Services in any specific market.

11. 11. Our Role and Limitation of Liability

11.1 Stella acts as the coordinating platform for the Stella Card services, but we are not a licensed card issuer and do not operate a payment system. Our responsibilities include:

• Facilitating your application for a Stella Card;
• Enabling fiat loading from Digital Asset conversion;
• Displaying balances and transaction records via the App;
• Providing user support and account administration.

11.2 We are not liable for:

• Actions or omissions of the BIN Sponsor;
• Merchant refusal to accept your Stella Card;
• Service interruptions or limitations imposed by the Card Network or BIN Sponsor;
• Unauthorized transactions caused by security breaches related to your device or credentials.

11.3 If you believe your Card has been lost or stolen, or that an error or unauthorized transaction has occurred, you should contact our User Support Centre. We will not be liable for unauthorized transactions. See sections under the Cardholder Agreement for more information regarding your liability for unauthorized transactions and resolution guidelines for errors and disputes.

Appendix 3 Earn Service Terms and Conditions

This Appendix forms part of the User Agreement and governs your access to and use of the Earn Service offered via the App.

1. Overview

1.1 When you hold Supported Digital Assets in your App Wallet, you may be given the option to use the Earn Service which may offer a suite of products for you to grow your crypto holdings easily. The Earn Service is provided by a trusted independent third-party Partner (“Partner Provider”). We do not design, manage, operate, or underwrite any of the Earn Service offerings. We act solely as a technology intermediary to facilitate your access to the service via the App interface.

1.2 Your use of Earn Service via the App is governed by the User Agreement together with the Terms and Conditions of Earn Service (including but not limited to the Earn Service Agreement, Consent Form, Risk Disclosure and Acknowledgement as well as the Privacy Notice, as provided and updated from time to time). By accessing and using the Earn Service through the App, you agree to comply with both these terms and the Terms and Conditions of Earn Service.

1.3 If you are interested in accessing or using the Earn Service, please refer to the Terms and Conditions of Earn Service which govern the use of the Earn Service in its entirety. You can find the products that are currently available for subscription on the Earn Products Catalogue Page provided by Partner Provider.

2. Role of Stella

You acknowledge and agree that:

• Our role is limited to displaying the Earn Service interface in the App, transmitting your instructions to the Partner Provider, and providing status updates;
• We do not custody your assets for the Earn Service, do not provide investment management or yield generation services, and do not guarantee the performance or return of any Earn Service product;
• We are not a party to the agreement between you and the Partner Provider governing the Earn Service;
• You will be required to review and accept the separate Terms and Conditions of Earn Service, including any consent forms, disclosures, and risk acknowledgements issued by the Partner Provider, before participating.

3. Eligibility and Access

3.1 Access to the Earn Service is subject to:

• Completion of any eligibility requirements imposed by us and/or the Partner Provider;
• Your acceptance of the Terms and Conditions of Earn Service;
• Sufficient Supported Digital Asset balances in your App Wallet.

3.2 We and/or the Partner Provider may suspend or revoke your access to the Earn Service at any time for legal, regulatory, or risk management reasons.

4. Instructions and Transactions

When you elect to allocate assets into an Earn Service product:

• You authorize us to transmit your instruction to the Partner Provider on your behalf;
• The Supported Digital Assets will be moved from your App Wallet to a designated holding or yield account operated by the Partner Provider;
• Returns, rewards, or redemptions will be subject to the terms of the respective product and credited accordingly once received from the Partner Provider.
• We do not control or guarantee the timing of allocations, redemptions, or interest disbursements.

5. Risks and No Guarantee

Participating in the Earn Service involves significant risks. You acknowledge and agree that:

• Earn Service offerings are not deposits or guaranteed instruments;
• The value of your principal and returns may fluctuate or be lost entirely;
• The Partner Provider may suspend or modify its products at any time;
• We do not provide investment advice and do not recommend or endorse any Earn Service product.

6. Limitation of Liability

To the fullest extent permitted by applicable law:

• We are not liable for any loss of principal, loss of yield, delay, suspension, or dispute arising from your use of the Earn Service;
• All legal rights and claims relating to the Earn Service must be pursued directly with the Partner Provider;
• We disclaim all warranties, express or implied, including regarding the accuracy, completeness, reliability, or performance of the Earn Service.

7. Conflicts and Prevailing Terms

In the event of any inconsistency between this Agreement and the Terms and Conditions of Earn Service issued by the Partner Provider, the latter shall prevail for all matters relating to the Earn Service.

Appendix 4 – Fiat Withdrawal Terms and Conditions

This Appendix governs the fiat withdrawal function available in the App, allowing you to convert Supported Digital Assets into fiat currency and transfer the proceeds to your personal bank account. This function may be referred to as “Cashout” in the App.

1. Overview

Fiat withdrawal is made possible through the Digital Asset Conversion Service provided by Legend Trading. By initiating a withdrawal/cashout request, you instruct Legend Trading to:

• Sell a specified amount of Supported Digital Assets held in your App Wallet;
• Settle the resulting fiat amount to your designated bank account, subject to applicable limits and compliance checks.

2. Onboarding and Compliance

To use the withdrawal service, you must:

• Complete full KYC with Legend Trading;
• Provide a valid bank account in your name;
• Ensure the destination jurisdiction is supported for fiat settlement.

Legend Trading may reject or delay withdrawals based on compliance assessments, including sanctions screening, source of funds review, or fraud risk indicators.

3. Processing Time and Fees

The processing time for withdrawals may vary based on banking channels, currency, or jurisdiction.

Applicable fees (e.g., blockchain network fees, conversion spreads, or wire fees) will be disclosed in the App or at the time of transaction.

We do not control the timing of bank transfers and are not responsible for delays caused by external payment providers.

4. Restrictions

You may not use the withdrawal service to:

• Transfer funds to third parties or unverified accounts;
• Circumvent local currency control laws or regulatory restrictions;
• Withdraw from assets that are under hold, dispute, or compliance review.

Fiat Withdrawal Services rely on Legend Trading’s Digital Asset Conversion Services, hence you acknowledge that your use of this feature is subject to the Legend Trading Terms of Service.