PART A — THE SITE AND THE PLATFORM
A.1 Scope; Acceptance. These Terms and Conditions govern (i) access to and use of the rio.trade website, its subdomains and associated applications (the "Site") and of the Platform, under this Part A, and (ii) the Transactions entered into by the Client, under Part B — Terms of Operation. In these Terms and Conditions, "Rio" refers to Rampa Blockchain, S.A.P.I. de C.V. ("Rio Mexico"), also referred to in Part B as the "SAPI"; the "Platform" has the meaning given in Part B. Access to or use of the Site constitutes acceptance of Part A; entering into Transactions additionally requires the Client’s onboarding and the affirmative acceptance enabled on the Platform under Part B. If you do not agree with these Terms and Conditions, you must refrain from accessing or using the Site and the Platform. In the event of conflict regarding the Transactions, Part B prevails, together with the Master Terms it incorporates.
A.2 Eligibility. The Site and the Platform are directed to persons with legal capacity to enter into binding agreements. Onboarding as a Client requires being of legal age and, in the case of legal entities, evidencing the authority of their representative; the Client contracts in the ordinary course of its business or activities and not as a consumer. Rio may restrict or deny access or onboarding — including by reason of country of residence, citizenship or connection location — and may disable accounts that fail the applicable eligibility requirements or controls.
A.3 Content; No Advice. The information and materials on the Site and the Platform are for informational purposes and do not constitute financial, investment, legal or tax advice or a recommendation, nor an offer directed to any person in any jurisdiction where such an offer would be contrary to law. The Client decides under its own judgment and, where appropriate, with its own advisors. The Site may contain links to third-party sites, whose content is not Rio’s responsibility.
A.4 Integrated Wallet (Privy). The Platform allows the Client to create a self-custodial wallet using the technology of Privy or another enabled provider (the "Integrated Wallet"). The Integrated Wallet is self-custodial: Rio does not custody, control, access or have the ability to move the funds, does not hold private keys or recovery factors, and cannot restore access. The creation, operation, security and recovery of the Integrated Wallet are governed exclusively by the provider’s terms, which the Client accepts in the Platform flow; Rio is not a party to that relationship. The Client is solely responsible for its credentials and recovery factors; their loss may result in permanent loss of access. Closure of the Client’s Rio account does not close the Integrated Wallet, which the Client may keep or export directly with the provider. Transactions sent from the Integrated Wallet through the Platform are subject to Rio’s prevention controls — including transaction monitoring and lists screening — and Rio may decline instructions to flagged or restricted addresses.
A.5 Commercial Partners. Rio may enter into agreements with third parties that integrate all or part of the Platform into their own interfaces (the "Commercial Partners"). Each Commercial Partner is responsible to its own clients and users, as well as for its own integrations and for safeguarding its credentials and access keys. Rio’s responsibility to the Client is limited to the services provided for in these Terms and Conditions.
A.6 Intellectual Property. The Site, the Platform, their software and contents, and Rio’s distinctive signs — including trademarks, trade names and logos — are the property of Rio or its licensors. Their use is authorized solely for the Client’s own purposes under the Agreement, without transferring any intellectual property right. Their reproduction, extraction, reverse engineering or commercial exploitation without Rio’s prior written consent is prohibited.
A.7 Scope of Services; Exclusions. Rio does not provide services consisting of: (i) deposit-taking or custody of fiat currency; (ii) placement of funds; (iii) issuance or redemption of electronic money; (iv) issuance of virtual assets; (v) savings; (vi) payment of interest or yield; (vii) management of funds or portfolios; (viii) investment advice; (ix) currency exchange; (x) money transmission; or (xi) issuance, custody or brokerage of securities. Rio’s sole service is the one set out in Part B: transactions in Digital Assets on the terms established therein. Rio is not a financial technology institution, credit institution or money transmitter, and is not authorized or supervised by Banco de México, the National Banking and Securities Commission (CNBV) or Condusef, without prejudice to its registration and obligations under Clause 3 of Part B.
A.8 Availability; Changes to Part A. The Site is provided "as is" and its availability may be interrupted by maintenance, third-party failures or events beyond Rio’s reasonable control. Rio may amend this Part A by publishing the updated version on the Site with its effective date; continued use of the Site constitutes acceptance. Amendments to Part B are governed by its own Amendments clause.
PART B — TERMS OF OPERATION
1. Acceptance; Formation of the Agreement. These Terms and Conditions of Operation (these "Terms of Operation") govern the relationship between Rampa Blockchain, S.A.P.I. de C.V., a company organized under the laws of the United Mexican States, domiciled in Mexico City ("Rio Mexico" or the "SAPI"), and the client accepting them (the "Client"). Acceptance is given through the affirmative act enabled in the Platform by an Authorized Person of the Client upon completion of its onboarding, and constitutes a data message with full legal effect. Upon acceptance, a single Agreement is formed between the Client and the SAPI, comprising these Terms of Operation, the Master Terms for Spot Transactions in Digital Assets, version 2.4, incorporated by reference to such version, published in the legal section of the Site and displayed in full in the acceptance flow as Appendix A, each Product Annex executed with respect thereto and each Confirmation. For purposes of the Master Terms, these Terms of Operation serve as the Entity Annex (Intermediated Own-Name Structure).
2. Onboarding Data. The information provided by the Client in its onboarding and through the Platform — including its name, the identification of its legal representative and Authorized Persons, and the accounts and Wallets designated pursuant to Clause 9 of the Master Terms — forms an integral part of the Agreement as if set out in a cover page, in accordance with the records of the Platform, which shall constitute full evidence between the parties. The Client shall keep such information true, complete and up to date, and represents that it contracts within the ordinary course of its business or activities and not in the capacity of a consumer.
3. Identity; Regulatory Status. The SAPI is a Mexican virtual asset service provider, registered with the Mexican authorities as a person carrying out vulnerable activities with virtual assets under the Federal Law for the Prevention and Identification of Transactions with Resources of Illicit Origin, and supervised accordingly. It is not a bank, credit institution, financial technology institution, broker-dealer, investment adviser or fiduciary in any jurisdiction; the services under the Agreement are not deposits and are not insured or guaranteed by any governmental agency, including the IPAB. The services provided by the SAPI under the Agreement are provided from and within Mexico.
4. Capacity of the SAPI. In each Transaction the SAPI acts in its own name, and may do so for the account of members of its corporate group or other third parties, as an agent acting in its own name and without representation of any principal, being in all cases the Client’s sole obligor and sole counterparty. No person for whose account the SAPI acts shall have any rights against, or obligations towards, the Client, nor shall the Client have any rights against, or obligations towards, any such person.
Disclosure. The absence of disclosure of any principal does not alter the capacity in which the SAPI acts or its obligations under this Agreement. The SAPI may at any time, by notice to the Client through the means provided in this Agreement (including the Platform): (i) disclose the entity for whose account it acts; or (ii) provide that future Transactions be entered into directly between the Client and an entity of the Rio group as principal, with the SAPI acting as facilitator and such entity’s terms incorporated in accordance with this Agreement’s update mechanism. The notice shall not affect outstanding Transactions or accrued rights and, until any such notice takes effect, the SAPI shall remain the Client’s sole counterparty and sole obligor.
5. All-in Prices. The price of each Transaction is fixed in its Confirmation, is all-in and includes the entire consideration for the SAPI’s services, and is quoted in accordance with the Price Annex where the Parties have executed one. No separate fees are charged to the Client unless expressly agreed in writing.
6. Interpretation of the Master Terms. For purposes of the Master Terms incorporated into this Agreement, references to "Rio" are understood as references to the SAPI.
7. Platform and Services. Access to and use of the Platform, the onboarding and maintenance of the Client’s file and operational support form part of the SAPI’s services, the consideration for which is included in the all-in prices of the Transactions pursuant to Clause 5.
8. Settlement; Operational Arrangements. The following operational arrangements apply for purposes of Clauses 5, 8 and 9 of the Master Terms. "Business Day" means, with respect to each Transaction, a day on which the payment systems used for the settlement of its fiat leg are operating:
- (a) Legs in Mexican national currency are settled in Mexico, through the SPEI system, between the bank account designated by the Client in its own name and the accounts held by the SAPI with Mexican banking institutions, with the SAPI acting as operator of the fiat legs of the Transactions. The Client’s payment to the account indicated by the SAPI releases the Client from its payment obligation toward the principal of the Transaction, and the payment received from the SAPI’s side releases the principal toward the Client.
- (b) Fiat legs in currencies other than the national currency are settled from and into the account designated by the Client pursuant to Clause 9 of the Master Terms, through the duly regulated payment systems and channels applicable to the relevant currency. Payments made through a party’s payment providers release such party from its payment obligation, and the payment providers used by either party are not counterparties to the Transactions and assume no obligation toward the other party.
- (c) Digital assets are delivered to and from the Wallet designated by the Client, by the principal of the Transaction or by the providers it designates, including affiliates of the Rio group; delivery so effected releases the principal. The Client shall deliver digital assets to the wallet indicated to it in the Confirmation, and such delivery releases the Client from its obligation. Designated providers are not counterparties of the Client and assume no obligation toward it.
9. Wallets. The Client represents that each Wallet it designates is under its exclusive control or is maintained for the Client in the terms of Clause 9 of the Master Terms, and acknowledges that the SAPI does not provide custody of digital assets and does not hold, store or have access to the Client’s private keys.
10. Platform; Channels. The "Platform" comprises the Rio platform and the messaging channels and other means enabled by the SAPI from time to time. Access to and use of the Platform form part of the SAPI’s facilitation services pursuant to Clause 7.
11. Quotation Error Threshold; Default Interest. For purposes of Clause 7 of the Master Terms, the presumption threshold is 10 (ten) basis points for national currency corridors and 10 (ten) basis points for Colombian peso corridors. For purposes of Clause 16 of the Master Terms, the default interest rate is 6 (six) basis points per night on the overdue amount, capped at the maximum permitted by applicable law.
12. Notices. Notices to the SAPI shall be given in writing, including by e-mail, to: Rampa Blockchain, S.A.P.I. de C.V., e-mail: [email protected]. Notices to the Client shall be given through the Platform or to the e-mail registered in its onboarding, in accordance with the Master Terms.
13. Amendments. The SAPI may amend these Terms of Operation by notice given through the Platform or to the Client’s registered e-mail at least ten Business Days before effectiveness, indicating the new version. Before effectiveness, the Client may terminate the Agreement at no cost, without affecting pending Transactions, which shall be completed in accordance with their terms. The issuance of any Order following effectiveness shall constitute acceptance of the amended version, which shall govern the Agreement as from that moment. Amendments do not affect Transactions already entered into. The enablement, adjustment or withdrawal of functionalities, channels, corridors or operational parameters carried out by the SAPI from time to time within the perimeter agreed in the Agreement constitutes performance thereof and not an amendment subject to this Clause.
14. Subsequent Entity Annex; Exclusivity. If the Client and the SAPI execute the Entity Annex (Intermediated Own-Name Structure), the Agreement so formed shall supersede these Terms of Operation as of its date, and pending Transactions shall be completed in accordance with their terms. These Terms of Operation do not apply to clients with an Entity Annex in force with the SAPI. Part A of these Terms and Conditions is not incorporated into the Agreement and does not modify the terms of the Transactions, which are governed exclusively by this Part B and the documents it incorporates.
15. Language; Governing Law; Jurisdiction. These Terms of Operation are issued in Spanish and in English; the edition accepted by the Client constitutes the instrument, both editions of the same version being equally valid and equivalent. The Agreement is governed by the laws of the United Mexican States. The parties submit to the jurisdiction of the competent courts of Mexico City and expressly waive any other forum or jurisdiction to which they may be entitled by reason of their present or future domiciles or for any other cause.
Appendix A — Master Terms for Spot Transactions in Digital Assets, version 2.4, published in this same legal section of the Site, displayed in full in the acceptance flow and available for download in the Platform.