Brighty Business Client Terms and Conditions

These Terms and Conditions (the “Terms”) constitute a legally binding agreement between you (the “Client”) and Brighty Digital UAB (“Brighty App”, “we”, “us” or “our”), a Lithuanian company. Brighty Digital UAB is registered in Vilnius, Lithuania, and holds authorisation for cryptocurrency exchange and wallet services from the Lithuanian Financial Crime Investigation Service.

These Terms cover your use of the Brighty App platform at business.brighty.app (“Platform”) and all related services. By accessing or using the Platform, you agree to these Terms. If you do not agree, you must not use our services.

“Crypto Services” means services related to the custody, exchange, transfer, and management of cryptocurrencies provided directly by Brighty Digital UAB.

“Fiat Services” means any services involving traditional currency (e.g., EUR, USD) including deposits, withdrawals, IBANs, and payments, which are facilitated by Brighty but provided by third-party financial institutions.

1. Services Provided

Brighty App provides access to a digital platform that allows you to buy, sell, send, receive, and manage supported cryptocurrencies directly through Brighty Digital UAB, which is a regulated Virtual Asset Service Provider under Lithuanian law.

For fiat-related services (including IBANs, deposits, and outgoing payments), Brighty acts solely as a technology provider. All fiat services are provided by licensed third-party financial institutions. You may be required to enter into separate agreements with these providers.Account Creation: You can create a Business Client account on the Platform by providing required information and completing any verification.

Fiat (Traditional Currency) Services: Access to deposit and withdrawal of traditional currencies. Brighty acts purely as a technology provider; Brighty itself is not a bank and does not hold banking licenses. Instead, all banking functions (e.g. SEPA or SWIFT transfers, IBAN accounts) are facilitated through our regulated Banking-as-a-Service (BaaS) partners. These partners are licensed financial institutions. We provide the technical platform and integration, but all fiat payment and account services are provided by third-party banks or payment providers, not by Brighty.

**Dedicated and Shared IBANs: **Depending on your plan, you may receive a dedicated IBAN account or access to a shared IBAN (subject to your KYC/KYB). These accounts are managed by Brighty’s banking partners.

**Fiat Deposits: **You may deposit euros or other supported fiat currencies (via SEPA, SWIFT, ACH or wire transfer) into your account/IBAN. Deposits are credited at prevailing rates and fees.

**Fiat Withdrawals: **You can initiate outgoing payments in fiat currency (SEPA, SWIFT, ACH, or wire transfers) from your account/IBAN to your nominated bank accounts (see Fee Schedule for any charges).

Brighty does not provide any “seat” or banking services of its own; we only supply the technology that connects you to licensed financial institutions. For example, your payment account and debit card services are provided by our licensed partner under regulatory oversight.

All services and features on the Platform are subject to availability and regulatory approval. Brighty reserves the right to update, modify, or discontinue any service at our discretion.

2. Availability of the Services

The Platform’s functionality depends on third-party networks and providers beyond our control. For instance, cryptocurrency transactions rely on external exchanges and blockchain networks, while fiat payments rely on partner banks and payment rails. We do not control these external systems and cannot guarantee that all features will always be available.

In particular, if you instruct us to buy or sell cryptocurrency, the order may go through third-party exchanges. Prices can change rapidly. We cannot guarantee that the cryptocurrency price displayed in the app at the moment you initiate a transaction will remain the same by the time the order executes.If the execution price differs, we will notify you and ask you to confirm whether to proceed at the new price.

We strive to keep services running 24/7, but interruptions may occur. We may suspend or limit services for maintenance, updates, or due to issues with third-party providers. We will give advance notice of scheduled maintenance whenever possible.

Because of these dependencies, Brighty cannot guarantee uninterrupted access or error-free operation. We use reasonable technical measures, but we disclaim any liability for delays, downtime, or errors caused by external services or by network issues.

3. KYB and AML Compliance

Brighty is committed to Know Your Business (KYB) and Anti-Money Laundering (AML) regulations. By using the Platform, you agree to provide all information and documentation we request to verify your business identity, ownership, and source of funds. This may include business registration documents, proof of address, beneficial ownership information, and transaction details.

You must cooperate with our compliance checks, which may involve:

• Providing additional documents or explanations on request.
• Allowing us to conduct due diligence on beneficial owners or controllers of your business.
• Granting permission to perform ongoing monitoring of transactions.

Failure to provide sufficient information or apparent suspicious activity may lead to account restrictions or termination. We use your information for identity verification and anti-fraud/AML purposes, in accordance with our Privacy Notice. You agree that we may retain such records for the life of your account plus five years after closing, to comply with regulatory data-retention requirements.

4. Your Account

**Registration: **

You must register with a valid email address and mobile phone number, set a secure password, and complete any identity/business verification. You agree to provide accurate, current, and complete information about yourself and your business during registration and thereafter.

**Account Maintenance: **

You are responsible for keeping your account details up to date. If any information changes (e.g. company name, address, contact person), you must notify us immediately.

**Accuracy of Information: **

Brighty may periodically verify your information. If we reasonably suspect that any information you provided is false, incomplete, or outdated, we may require you to correct it. Continued failure to update your information may result in suspension or termination of your account.

**Security: **

You are responsible for maintaining the confidentiality of your account credentials (email/password) and any API keys or security devices. Do not share your login or allow unauthorized access. You must immediately notify Brighty if you suspect any unauthorized use of your account.

**Record Keeping: **

By using the Platform, you authorize Brighty to retain records of your personal/business data and transaction history for compliance purposes (including the required 5-year post-closure retention mentioned above).

5. Fees and Pricing

Fee Structure: Brighty does not publish a standard pricing table for Business client within these Terms. Instead, all pricing, including fees for fiat and cryptocurrency services, account access, platform usage, and transaction execution, is communicated directly to each Client prior to service initiation.

Individual Agreements: By using the Brighty Platform, you acknowledge and agree that:

• All applicable fees will be disclosed to you by our sales or account management team during onboarding or via direct communication.
• You are responsible for reviewing and accepting the fees before engaging in any transactions or activating services.
• The specific pricing applicable to you may vary depending on your business profile, volume, risk category, and service level.

Pricing Updates: Brighty reserves the right to modify fees at any time. Fee changes will be communicated in writing (email or within the Platform) and will apply prospectively to future transactions or billing periods. Continued use of the Platform after notice constitutes acceptance of the updated fees.

Responsibility for Fees: You are responsible for all fees incurred through your account, including those charged by third-party service providers (e.g. fiat payment partners or exchange providers). Brighty may deduct any due fees from your account balance or invoice you as applicable.

6. Termination and Account Closure

**Client-Initiated Closure: ** You may close your Brighty App account at any time by sending a written request to support@brighty.app. The request must come from the email address registered on your account and should include:

• A statement of your intent to close the account (effective date or “ASAP”).
  • Your full legal name (and company name, if applicable).
  • All IBANs associated with your Brighty account.
  • Any Brighty crypto wallet addresses (if applicable).
  • Details of any remaining fiat or cryptocurrency balances and the destination accounts/wallets for transfers.
  • If you have remaining funds, you must provide a valid SEPA IBAN (in your name or company name) to receive the balance.
  • Missing or incorrect information may delay the closure. We cannot be liable for any errors caused by incorrect information provided by you.

Brighty Initiated Closure:  Brighty may suspend or terminate your account at any time by notice to you, effective immediately or at a specified future date. Reasons include breaches of these Terms, legal/regulatory requirements, or suspected fraud/illicit activity. In such cases, we may not provide advance notice if prohibited by law or necessary for security. **Suspension: ** We may temporarily suspend your access to the Platform if we reasonably suspect unauthorized use or illegal activity (e.g. fraud, money laundering). We will attempt to notify you promptly when lifting such suspension, unless prohibited.

Effect of Closure:  Upon termination or suspension of your account, you will lose access to the Platform and all services. Brighty will, where possible, allow you to withdraw remaining assets (subject to providing needed details). Cryptocurrency access will likewise be disabled.

**Timing: ** We will acknowledge receipt of your closure request as soon as practicable and aim to process it within 14 days. However, legal or regulatory requirements may extend this period.

7. Remedies for Breach; Client Obligations

**Our Remedies: ** If you breach these Terms (including any misuse of the Platform), Brighty may (at our discretion) take actions including, but not limited to:

• Warning or Notification: We may notify relevant third parties (e.g. banks, law enforcement, regulatory authorities, other users) about fraudulent or illegal conduct.
  • Transaction Reversal: We may refuse, reverse, or cancel suspicious or unauthorized transactions.
  • Account Restrictions: We may freeze, suspend, or terminate your account immediately.
  • Legal Action: We may pursue legal or equitable remedies for any losses incurred.

**Your Responsibilities: ** While using Brighty, you must comply with all applicable laws, regulations, and tax obligations in your jurisdiction(s). This includes, without limitation, ensuring that you have the legal right to use cryptocurrency and fiat services in your country.

• Taxes: You are solely responsible for any taxes (income, capital gains, value-added, etc.) arising from transactions on the Platform. Brighty does not provide tax advice. You must correctly report and pay any taxes owed. Failure to do so may result in penalties by tax authorities.
  • Prohibited Use: You must not use the Platform for money laundering, financing terrorism, fraud, or any other unlawful purpose. Activities deemed high-risk by financial regulations (e.g. sanctioned countries/entities, illicit trade) are prohibited.
  • Accuracy: You represent and warrant that all information and instructions you provide to Brighty are accurate and lawful. You must not impersonate any person or misuse another’s identity.
  • Indemnification: You agree to defend, indemnify, and hold harmless Brighty (and its directors, officers, employees, agents) from any losses or claims arising from your breach of these Terms, violations of law, or your misuse of the Platform.

8. Intellectual Property

Brighty and its affiliates retain all ownership and intellectual property rights in the Platform, our software, content, trademarks, and logos. You may not copy, distribute, or create derivative works from our intellectual property without express written consent. These Terms do not grant you any rights in our IP other than the limited license to use the Platform services.

9. Customer Support

For questions or issues, please contact Brighty Customer Support at support@brighty.app. We aim to respond to inquiries and complaints within 5-7 business days.

10. Limitation of Liability and Indemnification

**No Liability for Losses: ** TO THE FULLEST EXTENT PERMITTED BY LAW, no Brighty company (or its affiliates, directors, employees, or agents) will be liable for any indirect, incidental, special, consequential or punitive damages arising from your use of the Platform or services. This includes, without limitation, loss of profits, revenue, data or any other losses, even if advised of the possibility.

**Direct Damages Cap: ** Under no circumstances shall our total liability to you exceed the total amount of fees we have received from you during the six (6) months preceding the incident (or less if required by law).

**Force Majeure: ** Brighty is not liable for delays or failures in performance resulting from events beyond our control (force majeure), such as natural disasters, cyber-attacks, network failures, wars, or changes in law and regulation that affect the services.

**Third-Party Services: ** Since many services rely on third-party providers (e.g. banks, exchanges, blockchain networks), Brighty cannot guarantee their performance. We disclaim all liability for third-party actions or omissions.

**User-Indemnification: ** You agree to indemnify and hold Brighty harmless from all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of: your use of the Platform; breach of these Terms; any representation made by you; violation of law; or any negligent or willful act by you.

**Assumption of Risk: ** You understand and agree that engaging in cryptocurrency transactions carries significant risk. You are fully responsible for any losses that result, and Brighty will not be held responsible for market losses, hacking losses, or any adverse events related to such risks.

11. No Investment Advice

Brighty does not provide investment advice or recommendations. We may supply market data or educational information, but this is for informational purposes only. Nothing on the Platform should be construed as financial, tax, or investment advice. You should consult qualified professionals to determine the suitability of any transaction for your particular situation.

12. Cryptocurrency Risks

Cryptocurrencies are volatile and speculative. Risks include:

• Price Volatility: Cryptocurrency values can rise or fall sharply and unpredictably. There is a significant risk of losing part or all of your invested funds. The past performance of a cryptocurrency is not indicative of future results
• Cybersecurity: Crypto assets and blockchain networks are subject to hacking, fraud, and technical vulnerabilities. Brighty employs security measures, but external wallets or exchanges may be compromised. If you send crypto to the wrong address or to an unsupported coin, the funds may be lost permanently.
• Regulatory Changes: Cryptocurrency regulations are evolving. Laws in some countries may restrict or ban crypto use. If your jurisdiction outlawed crypto after you opened an account, Brighty may have to suspend services to you.
• Assumption of Risk: By using cryptocurrency services, you acknowledge that you understand these risks and agree that Brighty (and its partners) are not liable for any losses or negative outcomes resulting from these risks

It is your responsibility to ensure that buying, holding, or selling cryptocurrencies is legal in your location. You alone bear the risk and consequences of engaging with crypto assets.

13. Cryptocurrency Forks

Blockchains may undergo “forks” (changes in protocol) that can affect your assets. If a fork occurs on a network we support, we will coordinate with our exchange or wallet partners to determine if and how to credit any resulting forked tokens. We will act at Brighty’s sole discretion and will notify you of any material decisions. You acknowledge that Brighty has no obligation to adopt, support, or provide value for tokens resulting from any blockchain fork.

14. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with English law, and you submit to the non-exclusive jurisdiction of the Lithuanian courts for any disputes. This choice of law and forum is made to provide certainty for both parties.

15. Miscellaneous

No Third-Party Rights:  Only you (as the Brighty account holder) and Brighty are parties to this Agreement. No other person or entity has any rights to enforce these Terms. **Assignment: ** You may not assign or transfer any of your rights or obligations under these Terms. Brighty may assign its rights at any time (for example, to an affiliate or in connection with a corporate transaction) without your consent.

Waiver:  If we do not enforce a right or remedy under these Terms, this does not waive that right. Any waiver of our rights must be in writing.

**Severability: ** If any provision of these Terms is found to be invalid or unenforceable under applicable law, that provision shall be modified or severed to the minimum extent necessary, and the remaining provisions shall continue in full force. **Entire Agreement: ** These Terms (together with any referenced policies or schedules) constitute the entire agreement between you and Brighty regarding the Platform and services, superseding any prior agreements or communications.

16. Third-Party Terms

Third-Party Services Certain services available through the Brighty Platform — particularly fiat-related services such as account provisioning, payment processing, and IBAN issuance — are provided exclusively by licensed third-party financial institutions and service providers.

Separate Agreements May Apply Depending on the specific services you use, you may be required to review and accept separate terms and conditions or agreements directly with the relevant third-party provider (e.g., a banking-as-a-service partner or payment institution). These terms govern your legal relationship with that provider and may include additional rights, responsibilities, disclosures, and limitations.

No Agency or Liability Brighty is not a party to those third-party agreements and assumes no responsibility or liability for their content, performance, or enforcement. Your relationship with any third-party provider is governed solely by the applicable agreement between you and that provider.

17 Dormancy and Account Closure Policy

Risk-Based Dormancy

Brighty reserves the right to terminate a user's account based on a Risk-Based Approach or due to policy changes. If such termination occurs, the user will be notified and provided a withdrawal period of 14 days to withdraw any remaining funds.

If the user fails to withdraw their funds within this period, a grace period of 2 months will follow.

If, at the end of the 2-month grace period, the user has still not withdrawn their funds, Brighty may classify the account as dormant.

Dormant accounts under this category will be subject to a monthly fee of €5 (or its equivalent in foreign or virtual currency).

Users can avoid this fee by:

• Withdrawing their funds during the specified periods.
  • Contacting Brighty's Customer Support team for assistance.

Inactivity-Based Dormancy

If a user does not log into their Brighty account for a continuous period of 12 months, the account will be classified as dormant due to inactivity.

Dormant accounts due to inactivity will be subject to a monthly fee of €5 (or its equivalent in foreign or virtual currency).

To reactivate the account and prevent further fees, the user must:

• Log in and perform at least one transaction; or
  • Contact Brighty's Customer Support team.

Dormancy Due to AML/CFT/Fraud Investigations

If an internal investigation is initiated due to potential AML (Anti-Money Laundering), CFT (Counter Financing of Terrorism), or fraud-related violations, Brighty may require the user to submit additional documentation for verification.

If the user fails to provide the required documentation within 2 weeks of the request, Brighty reserves the right to impose a monthly withdrawal of €500 from the account balance.

If the account balance is lower than €500, Brighty reserves the right to withdraw the full remaining balance.

This measure applies in cases where the user has:

• Failed to verify their identity upon request.
  • Not provided the necessary documentation required for compliance purposes.

18 Travel Rule Compliance

In accordance with the Travel Rule  — Brighty App is required to collect, retain, and transmit specific data when facilitating certain virtual asset transfers on behalf of business clients.

Scope of Application

This clause applies to Business Clients initiating or receiving virtual asset transfers to or from another regulated Virtual Asset Service Provider (VASP) or financial institution. It applies regardless of whether the counterparty is located in the EU or outside the EU, if local Travel Rule legislation applies.

Required Information

For each qualifying transfer, Brighty App may be required to collect and transmit the following data including but not limited:

• Originator Information (Business Client):
  • Registered business name
  • Business registration number or legal entity identifier (LEI)
  • Jurisdiction of incorporation
  • Brighty wallet address or account ID
  • Ultimate Beneficial Owner (UBO) information, where applicable
• Beneficiary Information:
  • Full legal name of beneficiary (individual or entity)
  • Wallet address or account reference
  • Counterparty VASP or institution information (if known)

This information will be transmitted securely to the receiving institution or VASP in accordance with regulatory requirements.

Business Client Responsibilities

• You are responsible for ensuring that accurate, complete, and up-to-date beneficiary data is provided for all outbound transfers.
• You acknowledge that if the required Travel Rule data is incomplete, inaccurate, or unverifiable, Brighty App may suspend, delay, or reject the transaction without liability.
• You agree to cooperate with any additional compliance requests relating to Travel Rule obligations, including clarification of customer or counterparty relationships.

Data Processing and Privacy

Brighty App will process and transmit personal and business information collected under this clause strictly for regulatory compliance purposes. All data is handled in accordance with applicable data protection laws and Brighty’s Privacy Policy.

Enforcement and Disclosures

Brighty App may share relevant Travel Rule data with counterpart VASPs and financial institutions or disclose such data to competent regulatory, supervisory, or law enforcement authorities if required under applicable law.