Platform Customer Agreement

This version of the Platform Customer Agreement applies to Orders entered into on or after August 26, 2026. For Customers who entered into an Order prior to August 26, 2026, this version of the Platform Customer Agreement will apply upon their next renewal.

This Platform Customer Agreement (“Agreement”) is between M-Cubed Labs, Inc. together with its affiliates that it uses to provide or support the Services, including Modern Treasury Corp. (“M-Cubed,” “us,” “we,” or “our”) and the customer identified in an Order that references this Agreement (“Customer,” “you,” or “your”). This Agreement is effective as of the Order Date of the first such Order (“Effective Date”). Certain capitalized terms are defined in Section 19 (Definitions) and others are defined contextually in this Agreement.

ATTENTION: PLEASE CAREFULLY REVIEW THE DISPUTE RESOLUTION PROVISIONS IN SECTION 18.2 BELOW. THESE GOVERN THE MANNER IN WHICH CLAIMS WILL BE ADDRESSED BETWEEN YOU AND M-CUBED. THESE PROVISIONS INCLUDE INFORMAL DISPUTE RESOLUTION, MANDATORY PRE-ARBITRATION MEDIATION, AN ARBITRATION AGREEMENT AND ADDITIONAL PROCEDURES FOR MASS ARBITRATION FILINGS THAT AFFECT YOUR RIGHTS.

1. Introduction.

This Agreement applies if Customer operates a Customer Platform through which Customer provides the Services to Platform Users. While the Services include payments functionality, we are a technology company and not a financial institution. We do not act as a money services business or provide money transmission. We partner with Payments Partners in order to provide the Services.

2. Registration and Use of the Services.

2.1. Registration and Identity Verification.

To use the Services, Customer must complete our registration process. Customer will ensure that its Registration Data is accurate and current and will inform M-Cubed of any changes to its Registration Data. M-Cubed may use Registration Data to verify Customer’s identity with third party databases or other sources. You may refer to the Privacy Policy for more information about how your Registration Data may be used. You may be required to complete additional identity verification in order to use the Services in whole or in part. This may include, at our sole discretion, providing us with information related to your entity, its beneficial owners, and other key personnel. You authorize us to make any inquiries, whether directly or through third parties, that we consider necessary to verify your identity, protect you or us against fraud or other financial crime, and to act as we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal data may be disclosed to fraud prevention or financial crime agencies. You agree and acknowledge that any external payment accounts or payment information you provide may be screened for regulatory compliance when accessing the Services. We may, at our sole discretion, use a third-party service provider to conduct such screening. You acknowledge and agree that we may review any necessary information to comply with Applicable Law, Payments Partner requirements and/or our internal compliance standards, including monitoring your transactions. We may further block certain transactions if we determine in our sole discretion such transactions would violate Applicable Law or would otherwise not be permitted by this Agreement. Failure to provide any reasonably requested information after you have become a customer will be grounds for the suspension and/or termination of your use of the Services.

2.2. Account.

Once approved for use of the Services, Customer will receive an Account. You acknowledge that, notwithstanding anything to the contrary herein, you do not own your Account. We may maintain different types of Accounts for different types of users. You may never use another user's Account without such user’s permission. You are responsible for all activities that occur under your Account. We are not liable for, and expressly disclaim liability for, any losses caused by any unauthorized use of the Account or any changes to the Account. Customer will keep its Account Credentials confidential and secure (using “strong” passwords) and not share them with anyone else, and will notify us immediately of any breach of security or unauthorized use of the Account or Account Credentials. You represent and warrant that your business is the exclusive user and controller of your Account.

2.3. Personnel.

Customer may designate its Personnel to use its Account on its behalf. Customer is solely responsible for its Personnel, their compliance with this Agreement, and all acts and omissions of its Personnel.

2.4. Use of the Services.

Subject to Customer’s compliance with this Agreement, Customer may use the Services with the Customer Platform to provide features of the Services to its own Platform Users. In using the Services, Customer must comply with the Documentation, this Agreement and our reasonable instructions.

2.5. Restrictions.

Customer will not (and will not permit anyone else to) do any of the following: (a) provide access to the Services to anyone other than its Personnel or distribute, sell or sublicense the Services to a third party, (b) except as expressly permitted under this Agreement, use the Services on behalf of third parties or in a time-sharing or service bureau arrangement, (c) use the Services to develop a similar or competing product or service, (d) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Services, except to the extent this prohibition is restricted by Applicable Law (and then only with prior notice to us), (e) copy, modify, or create derivative works of the Services, (f) remove or obscure any proprietary notices in the Services, (g) publish benchmarks or performance information about the Services, (h) interfere with the Services’ operation, circumvent the Services’ access restrictions or conduct any security or vulnerability test of the Services, or (i) use any means not authorized by us to access the Services, including any spiders, robots, scripts, crawlers, data mining tools, scrapers, or other automated means, or access or use the Services in an attempt to avoid incurring or paying fees that would otherwise be payable.

2.6. Additional Product Terms.

Certain Services or features are subject to additional or supplemental terms ("Additional Product Terms"), which are incorporated into and form part of this Agreement. The Additional Product Terms for a Service or feature apply only if and to the extent Customer enables, accesses, or uses that Service or feature, and Customer's enablement, access, or use of it constitutes Customer's acceptance of the applicable Additional Product Terms. We may require Customer to accept the applicable Additional Product Terms (including through a click-through or in-product acceptance) before enabling a Service or feature. Capitalized terms used but not defined in this Agreement have the meanings given to them in the applicable Additional Product Terms and, where the applicable Additional Product Terms so provide, in another document referenced in them. In the event of a conflict, the following order of precedence governs, from highest to lowest: (a) the applicable Order; (b) the applicable Additional Product Terms, solely with respect to the Service or feature they govern; (c) the main body of this Agreement; and (d) the Policies. Notwithstanding the order of precedence, the Additional Product Terms are in addition to, and do not limit or reduce, our rights, disclaimers, and limitations of liability under this Agreement. We may modify the Additional Product Terms in accordance with Section 18.7(a).

3. Customer Obligations.

3.1. Transactions.

By using the Services, Customer is giving us express permission to act on Customer’s and its Platform Users’ behalf and transmit or execute Transactions as instructed or enabled by Customer or Platform Users through the Services.

3.2. Conduct.

In connection with the Services, Customer will:

(a) Comply with all Applicable Laws, Network Rules, and the Policies;

(b) At our request, and without undue delay, cooperate with any request, audit, exam, review or investigation by any Governmental Authority or Payments Partner, including any requests for information regarding Customer or Platform Users;

(c) At our request and without undue delay, provide us with data, information and documentation regarding Customer, Platform Users, Transactions, or Customer’s AML/KYC (defined below) program or records;

(d) Not engage in any promotions or financial incentives to Platform Users to use the Services without our prior written approval;

(e) Refrain from publicly disparaging or diminishing us or the Services;

(f) Make no false or misleading representations with regard to us or the Services, or statements, representations or warranties that are inconsistent with the materials provided by us.

Customer represents and warrants that all data, information and documentation it provides to us in connection with the Services or this Agreement is accurate, complete and current and was collected in compliance with all Applicable Laws, including data protection laws.

3.3. Platform User Relationships.

Customer will not provide the Services to any Platform Users unless the Platform User has first accepted our TOU in a legally enforceable manner. This may include, as requested by us, directing the Platform User to our website to accept the TOU or incorporating the TOU in your own customer agreement in a legally enforceable manner. In its own agreements with Platform Users, Customer will ensure that Platform Users authorize Customer to provide us with any information maintained by Customer in connection with the Platform User’s use of the Services, including any revisions or additions to such information. Subject to this Agreement, Customer is solely responsible for its own direct relationships with Platform Users, including Customer’s onboarding decisions and any fees charged by Customer to Platform Users. We have no support, warranty or other obligation to Platform Users, and we may (in our discretion) direct any questions or complaints received from Platform Users to Customer. Nothing in this Agreement limits our rights or remedies in the TOU.

3.4. Prohibited Activities and Businesses.

Our Payments Partners prohibit doing business with certain entities. This may include, for example, entities whose identities (or identities of their beneficial owners) cannot be verified, entities engaged in criminal activity and entities suspected of terrorist financing. If Customer’s business or the business of a Platform User is deemed to be prohibited, Customer or the applicable Platform User will not be able to use the Services. You acknowledge that the Payments Partners may change what kinds of entities with which they prohibit doing business, and that we may suspend or terminate the Services with respect to you or any Platform User whose business is prohibited by a Payments Partner.

3.5. Customer Responsibilities.

Between M-Cubed and Customer, Customer is solely responsible for use of the Services by Customer or Platform Users, including all Transactions and any related losses, damages, fines or costs related to such use. We may set-off or recoup any such amounts we may incur pursuant to Section 6 (Set-Off Rights and Security Interest). In addition, regardless of any other agreement to which Customer may be bound, Customer will defend, indemnify, and hold harmless us, our affiliates, and our and our affiliates’ respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, Fines, fee, penalty, cost or expense, including reasonable attorneys’ fees, arising out of or relating to (a) Customer’s breach or alleged breach of this Agreement, (b) the Customer Platform or products, services or marketing materials of Customer, (c) Customer’s or any Platform User’s actual or alleged fraud, gross negligence, willful misconduct or violation of Applicable Laws or Network Rules; or (d) Customer’s use of the Services, participation in a Network, or the conduct of Customer’s business. Customer may not settle any claim without our prior consent if settlement would require us to admit fault or take or refrain from taking any action.

3.6. Cooperation.

Customer will provide us with such cooperation, assistance, and information as we may reasonably request to enable us to perform our obligations under this Agreement.

3.7. Integration.

We will provide reasonable support to you with respect to the Services. Customer is responsible for its own integration of the Services with the Customer Platform, including any related costs.

3.8. Payments Partner Terms.

To use certain Services, you are required to agree (and are hereby agreeing) to terms of our Payments Partners (“Payments Partner Terms”). The current list of Payments Partner Terms is in Exhibit A. We will provide notice to you of additional Payments Partner Terms in advance of enabling related Services and you may be required to agree to such Payments Partner Terms in order to use (or continue using) such Services.

3.9. Network Uses.

Without limiting the rest of the Agreement, this Section 3.9 applies if Customer accesses the Services through a Network. Customer is solely responsible for its own participation in the Network. Customer will (a) maintain a formal anti-money laundering (“AML”) and sanctions compliance program that satisfies all Network Rules and Applicable Laws, (b) perform comprehensive “know-your-customer” (“KYC”) and identity verification checks on each Platform User, customer, end user, or beneficiary for whom Transactions sent through the Network are sent, (c) screen all Platform Users, beneficiaries, and transaction data against applicable sanctions lists, including those maintained by the U.S. government, to ensure no party is a Prohibited Person or located in an Embargoed Country, and (d) monitor all Transaction activity related to its Network participation for suspicious patterns and take appropriate action, including blocking transactions or terminating access for non-compliant Platform Users. Customer will notify M-Cubed within twenty-four (24) hours of detecting any security incident or suspected unauthorized access involving Transaction data or credentials related to Customer’s Network participation. The parties acknowledge that M-Cubed provides the Services but does not originate, control, or direct Customer’s participation in the Network, including any Transactions. M-Cubed’s role is limited to the provision of the Services to the extent applicable; M-Cubed does not perform independent diligence on Customer’s Platform Users.

3.10. Customer as Direct User.

If Customer accesses or uses the Services for Transactions on its own account, then Customer agrees to be bound by the TOU in addition to this Agreement. For that use, Customer is a Direct User under the TOU.

4. Limitations on Transactions.

We and the Payments Partners retain full discretion to refuse to transmit or to block any Transaction at any time. This may include: (a) if we or any of the Payments Partners believes a request or instruction is ambiguous, incomplete, or contrary to Applicable Law or the terms of any agreement with any of the Payments Partners; (b) in accordance with any of our or the Payments Partners’ risk management policies and procedures; (c) if we or any of the Payments Partners believe the instructions may involve funds subject to a hold, dispute, restriction or legal process; or (d) as directed or required by any Governmental Authority or any Payments Partner. You are solely responsible for any losses resulting from inaccurate or incomplete or erroneously provided instructions. Except as provided for in this Agreement to protect other customers or Payments Partners, we do not have and will not exercise discretion over funds or digital assets used with the Services, do not undertake to review the accuracy or feasibility of any Transactions, and provide the Services solely in accordance with your instructions. We have no control over the precise timing of Transaction initiation or settlement with any Payments Partner or other financial institution.

5. Reserve of Funds.

We may ask our Payments Partners to temporarily suspend or delay payouts or designate a Reserve. The Reserve may also be used to hold or remit funds as required by any creditor or Governmental Authority or Network, including Fines. We may require a Reserve for any reason related to your use of the Services. The Reserve will be in an amount as reasonably determined by us to cover potential losses to us, our Payments Partners and Networks. The Reserve may be raised, reduced or removed at any time by us, in our sole discretion, as we or our Payments Partners may require. If you do not have sufficient funds in your Reserve, the Reserve may be obtained from any funding source associated with your Account, including any funds or assets (a) transferred by you, (b) due to you, or (c) available in the financial services accounts (including digital asset accounts) you have registered with us. You authorize us to debit the Reserve or any financial services account linked to any Account associated with our Services through the Customer Platform, without prior notice to you, to collect amounts that you owe. You will execute any additional documentation required for us to create or perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in a Reserve.

6. Set-Off Rights and Security Interest.

You grant us a security interest in and lien on, and a right of setoff against, and assign, convey, deliver, pledge and transfer to us, as security for repayment of any obligations due under this Agreement and any other agreement you have with us, all of your right, title, and interest in and to all funds and digital assets associated with your Accounts with us, including any Reserve. You will execute any additional documentation required for us to create, perfect, or maintain our security interest. You grant us the necessary authorizations associated with debiting, setoff and recovery concerning funds you are obligated to pay us. You authorize us to administratively freeze or direct any Payments Partners holding funds for the Account or third party bank holding a linked account to freeze all such accounts to allow us to protect our security interest, collection, charge and setoff rights as provided for in this section. You may not grant or assign to any third party any lien or security interest on funds or digital assets in your Account.

7. Processing Errors and Other Deductions.

If you notify us of a processing error you have made with the Services, we will attempt to work with the Payments Partners and associated parties to address the matter. You acknowledge that some payments may not be reversible or recoverable, even in the event of your error. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you. The Payments Partners may deduct, recoup or setoff funds or digital assets from your Account or a Reserve (1) to address processing errors, (2) to comply with Applicable Laws or Network Rules, and (3) to collect any amounts owed by you to us, all to the extent permitted by Applicable Law.

8. Use of Data.

During and after the term of this Agreement, we may use and process Data (a) to provide the Services (b) as required by Applicable Laws, (c) for security, anti-fraud, product improvement and maintenance purposes and (d) as described in the Privacy Policy. This includes disclosing Data to Payments Partner as they request or require. In processing Data, each party will comply with Applicable Laws related to data protection and privacy. For clarity, Data may include data of or related to Platform Users (“Platform User Data”), and nothing limits our rights in User Data (as defined in the TOU) of Platform Users under the TOU.

9. Fees.

Customer will pay the fees specified in each Order (“Fees”) on the payment schedule in the Order. Unless the Order provides otherwise, all amounts are due within 30 days of the invoice date. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by Applicable Law, whichever is less. Except as explicitly set out in the Agreement or an Order, all fees are non-refundable and non-creditable. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to its Orders, whether domestic or foreign (“Taxes”), other than our income tax. Fees and expenses are exclusive of Taxes.

10. Confidentiality.

As the receiving party, each party will (a) hold Confidential Information in confidence, using at least reasonable care, and not disclose it to third parties except as permitted in this Agreement and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, subcontractors and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 10 and they are bound to confidentiality obligations no less protective than this Section 10. These confidentiality obligations do not apply to information that the receiving party can document (1) is or becomes public knowledge through no fault of the receiving party, (2) it rightfully knew or possessed prior to receipt under this Agreement, (3) it rightfully received from a third party without breach of confidentiality obligations or (4) it independently developed without using the disclosing party’s Confidential Information. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 10.

11. Required Disclosures.

Nothing in this Agreement prohibits either party from making disclosures, including of Data and other Confidential Information, if required by Applicable Laws, subpoena, or court order, provided (if permitted by Applicable Laws) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

12. Term, Suspension and Termination.

12.1. Term of Agreement.

This Agreement starts on the Effective Date and continues until expiration or termination of all Orders, unless sooner terminated as set out in this Agreement.

12.2. Order Terms.

Each Order will identify the term for Customer’s use of the applicable Services (“Order Term”). Different Services may have different Order Terms. Unless the Order provides otherwise, each Order Term will automatically renew for successive 12-month periods unless either party gives the other party notice of non-renewal at least 30 days before the current Order Term ends. Fees for renewals are at our then-current rates, regardless of any discounted pricing in a prior Order. Notwithstanding the above, Order Terms for Limited Releases are subject to Section 17.

12.3. Termination for Breach.

Either party may terminate this Agreement (including all Orders) if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against such party and not dismissed within 60 days.

12.4. Termination and Suspension Events.

In addition, we may terminate this Agreement or suspend provision of Services to Customer or any Platform User, in whole or in part: (a) if required by Applicable Laws, a Governmental Authority or Payments Partner, (b) if Customer or a Platform User violates Applicable Laws or becomes subject to an enforcement action related to violation of Applicable Laws, (c) if we cease to offer the Services or our Payments Partner relationship terminates or expires, or (d) if we deem necessary or advisable in accordance with our risk management policies or otherwise due to Serious Harm. In addition, we may terminate this Agreement without cause and at any time upon giving 30 days' prior written notice to you.

12.5. Termination of Platform Users.

Customer will promptly notify us of any termination or suspension of its agreement or relationship with any Platform User. In such case, we may terminate or suspend provision of the Services with respect to the Platform User.

12.6. Wind Down.

If either party declines to renew the applicable Order, or if we need to terminate your use of the Services, both parties agree to work in good faith and use commercially reasonable efforts to promptly create and run a wind down process that: (a) returns all Platform User funds and digital assets to such users, (b) transitions all Platform User funds and digital assets to a new, compliant provider offering something substantially similar to the Services or (c) escheats remaining Platform User funds and digital assets to the relevant state authority; provided that any such return of Platform User funds and digital assets shall be subject to Reserves, security interests, rights of set-off and other holds that are owed to us or other parties under this Agreement and any associated terms between us and the Platform User.

12.7. Effect of Termination.

Upon expiration or termination of this Agreement in whole in part, Customer’s and any applicable Platform User’s access to the applicable Services will cease. At the disclosing party’s request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s other Confidential Information. As an exception, each party may retain Confidential Information in standard backups, for record retention purposes or as required by Applicable Law, the Payments Partners, or Network Rules, but the retained Confidential Information will remain subject to this Agreement. Except where an exclusive remedy is specified, exercising a remedy under this Agreement (including termination) does not limit a party’s other remedies. These Sections survive expiration or termination of this Agreement: 2.5, 3, 4, 5, 6, 7, 8 (as relevant to retained Data), 9, 10, 11, 12.6, 12.7, 13, 14, 16, 17, 18 and 19, along with any provisions in an Exhibit or in Additional Product Terms that survive according to their terms. We will have no liability for any termination or suspension made in accordance with this Section 12.

13. Intellectual Property.

Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Customer’s use rights in this Agreement, we and our licensors retain all intellectual property and other rights in the Services, any related deliverables and our technology, templates, formats and dashboards, including any modifications or improvements to such items. If Customer provides us with feedback or suggestions regarding the Services or our other offerings, we may use the feedback or suggestions without restriction or obligation.

14. Warranties and Disclaimers.

14.1. Representations and Warranties.

During the term of this Agreement, each party hereby represents and warrants to the other party that: (a) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; and (b) the execution, delivery and performance of this Agreement are within the corporate powers of such party and have been duly authorized by all necessary corporate action on the part of such party, and constitute a valid and binding agreement of such party.

14.2. Disclaimers.

Except as expressly provided in Section 14.1 (Representations and Warranties), the Services and any related deliverables or support are provided “AS IS” and we and our suppliers make no warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or noninfringement. We make no warranty or guarantee about the Services or any blockchain protocol or Payments Partner’s technology or platform (including their functionality, security or availability). Nor do we warrant that use of the Services will be uninterrupted or error-free, that we will review Data for accuracy or that we will maintain Data without loss. We are not liable for delays, failures or problems caused by or inherent in use of the Internet and electronic communications or caused by Payments Partners or others outside our control. We do not provide legal or financial advice and we have no fiduciary duties to you or any third party related to funds or digital assets you or your Platform Users may use with the Services. Customer is solely responsible for ensuring that the Services and any results of the Services are adequate for Customer’s own purposes, including any of its accounting, record retention, financial reporting and compliance obligations. We are not liable for the accuracy, completeness or timeliness of Transactions provided or initiated by or on behalf of Customer or Platform Users through the Services. We are not liable for any action or inaction taken by Customer based on the status of Transactions indicated in the Services. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.

14.3. Payments Risks.

Customer acknowledges and agrees that (a) it is electing to assume the risk of loss in holding and using any digital assets or funds and of offering the Services or other functionality to Platform Users, which risk can be substantial; (b) Customer has made its own suitability determinations as to engaging in the foregoing activities, entering this Agreement and offering the Services or other functionality to Platform Users; and (c) we make no warranty or guarantee about any digital assets or any protocols or blockchains used in connection with digital assets, which may be subject to change in ways that affect Customer, Platform Users or Transactions.

14.4. Our Role.

In providing Services under this Agreement, we act only as a provider of technology and software services, we do not serve as a custodian of any funds or digital assets of you or Platform Users or provide custodial services. We are not responsible for any Transactions, including any risk of fraud, loss or reversal.

15. IP Indemnification.

15.1. Obligations.

We will defend, indemnify and hold harmless Customer from and against any third-party claim (and resulting damages, settlement amounts, liabilities and costs, including reasonable attorneys’ fees) where the claim alleges that the Services, when used by Customer as authorized in this Agreement, infringe a third party’s U.S. patent or copyright, trademark or trade secret.

15.2. Procedures.

Our obligations in this Section 15 are subject to receiving (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably necessary cooperation of Customer. We will not settle any claim covered by this Section 15 without your prior consent if settlement would require you to admit fault or take or refrain from taking any action (other than relating to use of the Services).

15.3. Mitigation and Exceptions.

In response to an infringement claim, if required by settlement or injunction or as we determine necessary to avoid material liability, we may at our option: (a) procure rights for Customer’s continued use of the Services, (b) replace or modify the allegedly infringing portion of the Services to avoid infringement without reducing the Services’ overall functionality or (c) terminate the Order with respect to the affected Services and refund to Customer any pre-paid, unused fees for the terminated portion of the applicable Order Term. Our obligations in this Section 15 do not apply (1) to infringement resulting from Customer’s modification of the Services or use of the Services in combination with items not provided by us, (2) to unauthorized use of the Services, (3) if Customer settles or makes any admissions about a claim without our prior consent or (4) to Limited Releases or other free or evaluation use. This Section 15 sets out Customer’s exclusive remedy and our entire liability regarding infringement of third-party intellectual property rights.

16. Limitations of Liability.

In no event will M-Cubed, our affiliates or our suppliers have any liability arising out of or related to this Agreement or the Services (a) for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business or any indirect, special, incidental, punitive, reliance or consequential damages of any kind, even if informed of their possibility in advance or (b) for liability in the aggregate exceeding the amounts paid or payable by Customer to us during the prior 12 months under this Agreement. To the maximum extent permitted by Applicable Laws, we will have no liability whatsoever for any loss of funds or digital assets. The waivers and limitations in this Section 16 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

17. Limited Releases.

“Limited Releases” means any Services or Service features that we provide on a sandbox, trial, early access or beta basis. Limited Releases may be used only for purposes of testing or evaluation as part of Customer’s authorized use of the Services under this Agreement. Limited Releases may only be used during the Order Term specified by us (if not specified, then 30 days) and either party may terminate Customer’s use of Limited Release at any time. We have no data retention, security or storage obligations related to Data used with Limited Releases. Limited Releases are subject to change and may be inoperable, incomplete or include features that we may never make generally available. The features and performance information of Limited Releases are our Confidential Information. Notwithstanding anything else in this Agreement, our liability for Limited Releases will not exceed US$50.

18. General.

18.1. Assignment.

You will have no right to assign this Agreement, in whole or in part, by operation of law or otherwise, without our express prior written consent. Any attempt to assign this Agreement, without such consent, will be null and of no effect. We may assign this Agreement without your consent.

18.2. Dispute Resolution.

a) Executive Escalation. The parties will use reasonable efforts to negotiate in good faith and settle amicably any controversy or claim of any kind or nature arising under or in connection with this Agreement (a "Dispute"). If a Dispute cannot be settled through negotiations by appropriate representatives of each of the parties, either party may give to the other a notice in writing (a "Dispute Notice"). Within 7 days of the Dispute Notice, the parties will each refer the Dispute to their designated senior representatives who will meet in order to attempt to resolve the Dispute. If the Dispute is not resolved in writing between the parties within 30 days of the Dispute Notice, it may be resolved in accordance with Section 18.2(b).

b) Mediation and Arbitration. If a Dispute arises and cannot be settled as set forth in Section 18.2(a), the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any Dispute that cannot be settled as set forth in Section 18.2(a) or through such mediation, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

c) Procedures. Claims shall be heard by a single arbitrator. The place of arbitration shall be San Francisco, California and the arbitration shall be governed by the laws of the State of California. The award of the arbitrator shall be accompanied by a reasoned opinion. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The fees and costs of the mediator, arbitrator, and other costs of conducting the arbitration, shall be borne by the parties equally, except that each shall bear the costs of its own witnesses and legal representation. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witnesses. In such event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above. An arbitrator shall have no authority to award punitive damages or other damages not measured by the prevailing party's actual damages subject to Section 16 (Limitations of Liability).

d) Mass Filings. If, at any time, 30 or more similar demands for arbitration are asserted against M-Cubed by the same or coordinated counsel or entities ("Mass Filing"), AAA will randomly assign sequential numbers to each of the Mass Filings. Claims numbered 1-10 will be the "Initial Test Cases" and will proceed to arbitration first. The arbitrators will render a final award for the Initial Test Cases within 120 days of the initial pre-hearing conference, unless the claims are resolved in advance, or the parties agree to extend the deadline. The parties will then have 90 days (the "Mediation Period") to resolve the remaining cases in mediation based on the awards from the Initial Test Cases. If the parties are unable to resolve the outstanding claims during this time, either party may choose to opt out of the arbitration process and proceed in court by providing written notice to the other party within 60 days after the Mediation Period. Otherwise, the remaining cases will be arbitrated in their assigned order. Any statute of limitations will be tolled from the time the Initial Test Cases are chosen until your case is chosen as described above.

e) Class Action and Jury Trial Waiver. The parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, the parties waive any right to a jury trial.

f) Equitable Relief. Nothing in Section 18.2 limits a party’s rights under Section 12 (Term, Suspension and Termination) or its right to seek interlocutory or injunctive relief in emergent circumstances or to prevent irreparable harm (including related to its intellectual property or Confidential Information).

18.3. Governing Law.

The interpretation and enforcement of this Agreement, and any dispute related to these Terms or the Services, will be governed by and construed and enforced under the laws of the State of California, as applicable, without regard to conflict of law rules or principles (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. For any other proceeding that is not subject to arbitration under these Terms, the state and federal courts located in San Francisco, California will have exclusive jurisdiction. You waive any objection to venue in any such courts.

18.4. Attorneys’ Fees and Costs.

The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.

18.5. Notices.

Except as set out in this Agreement, any notice or consent under this Agreement will be in writing to the addresses (including the Legal Email) set out in the applicable Order, and for M-Cubed, to legal@moderntreasury.com and is deemed given: (a) upon receipt if by personal delivery, (b) upon receipt if by certified or registered U.S. mail (return receipt requested), (c) one day after dispatch if by a commercial overnight delivery service or (d) upon delivery if by email. Either party may update its address with notice to the other party. We may also send operational notices to Customer by email, through shared Slack channels with Customer or via the Services.

18.6. Entire Agreement.

This Agreement (which includes all Orders, attached Exhibits, the Additional Product Terms, and the Policies) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

18.7. Modification.

a) Agreement. M-Cubed may modify this Agreement from time to time by giving notice to Customer by email or through the Services. Unless a shorter period is specified by M-Cubed (e.g., due to changes in the law or exigent circumstances), the modifications become effective upon renewal of Customer’s current Order Term or entry into a new Order. If M-Cubed specifies that the modifications to the Agreement will take effect prior to Customer’s next renewal or Order and Customer notifies M-Cubed in writing of its objection to the modifications within thirty (30) days after the date of such notice, M-Cubed (at its option and as Customer’s exclusive remedy) will either: (a) permit Customer to continue under the existing version of this Agreement until expiration of the then-current Order Term (after which time the modified Agreement will go into effect) or (b) allow Customer to terminate this Agreement and receive a refund of any pre-paid fees allocable to the terminated portion of the applicable Order Term. Customer may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Services, and, in any event, continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version. For modifications of this Agreement affecting Limited Releases, Customer must accept the modifications to continue using the Limited Releases. If you object to the modifications, your exclusive remedy is to cease using the Limited Releases.

b) Policies. For the Policies, this paragraph applies instead of Section 18.7(a). M-Cubed may modify the Policies to reflect new features or changing practices from time to time by giving notice to Customer by email or through the Services, but the modifications will not materially decrease Modern Treasury’s overall obligations during an Order Term.

18.8. Waivers and Severability.

Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

18.9. Force Majeure.

Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license or natural disaster.

18.10. Subcontractors.

We may use subcontractors to fulfill our obligations and exercise our rights, but we remain responsible for their compliance with this Agreement and for our overall performance under this Agreement.

18.11. Independent Contractors.

The parties are independent contractors, not agents, partners or joint venturers.

18.12. Export.

Customer agrees to comply with all relevant U.S. and foreign export and import laws in using the Services. Notwithstanding anything to the contrary in this Agreement: (a) Customer may not provide to any person or export or re-export or allow the export or re-export of the Services or any software or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority, (b) Customer acknowledges and agrees that the Controlled Subject Matter may not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains comprehensive trade sanctions or an embargo (“Embargoed Countries”) or to or by a national or resident thereof, or any person or entity on an applicable list of restricted parties including the U.S. Department of Treasury’s List of Specially Designated Nationals and Blocked Persons or the U.S. Department of Commerce’s Entity List, Denied Persons List or Unverified List (“Prohibited Persons”), and represents and warrants that neither Customer nor any of its Personnel or Platform Users is located in, under the control of or a national of or resident of an Embargoed Country or Prohibited Person and (c) Customer will not submit to the Servicers any information controlled under the U.S. International Traffic in Arms Regulations. The lists of Embargoed Countries and Prohibited Persons are subject to change without notice. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations or other similar foreign controls.

19. Definitions.

“Account” means your account on the Services.

“Account Credentials” means the password(s), API keys or other authentication credentials for your Account enabled by us.

"Additional Product Terms" means the additional or supplemental terms that apply to a specific Service or feature of the Services, as we make available and identify as Additional Product Terms (including at our Legal Center at https://www.moderntreasury.com/legal or in an Order). Each set of Additional Product Terms applies only if and to the extent Customer enables, accesses, or uses the applicable Service or feature, and the Additional Product Terms are part of this Agreement. As of the Effective Date, the Additional Product Terms include the Platform Wallet Terms at https://www.moderntreasury.com/legal/platform-wallet-terms and the Platform Ledger Terms at https://www.moderntreasury.com/legal/platform-ledger-terms.

“Applicable Laws” means all applicable laws, rules, regulations, and other binding requirements of any Governmental Authority. This includes all applicable laws related to anti-money laundering and anti-terrorist financing laws and sanctions programs, such as the Bank Secrecy Act (“BSA”), and regulations of the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”).

“AUP” means the Acceptable Use Policy available at https://www.moderntreasury.com/legal/acceptable-use-policy.

“Business Day” means Monday through Friday, excluding U.S. federal banking holidays.

“Confidential Information” means information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. M-Cubed’s Confidential Information includes the terms of this Agreement (including the terms of any Order) and any technical or performance information about the Services. Customer’s Confidential Information includes the Data.

“Customer Platform” means tthe platform(s) or application(s) through which Customer makes the Services available to Platform Users, including any identified in an Order.

“Data” means any data, content, or materials that Customer (including its Personnel) submits or uploads to the Services or uses the Services to collect.

“Documentation” means our standard documentation for the Services currently available at a URL we may designate from time to time or as provided by us to you.

“Fines" means any fines, fees, penalties, levies, liens, or garnishments arising from your violation of this Agreement, any Applicable Laws or Network Rules, or any agreement between you and any Network or Payments Partner.

“Governmental Authority” means a regulator or other governmental agency or entity with jurisdiction over the Services, Customer or a Platform User, as applicable.

“Network” means any applicable card network, Circle Payments Network, the National Automated Clearing House Association or other domestic or international payment networks supported by us or our Payment Partners, whether for fiat or digital assets.

"Network Rules” means the rules, operating standards, consensus protocols, bylaws, regulations, guidelines, technical specifications, and other requirements of any Network applicable to your use of Services.

“Order” means an order for access to the Services approved by us, which may be entered by the parties through a written order referencing this Agreement or through an online registration flow or in-product screen.

“Payments Partners” means banks or other regulated financial institutions that partner with us to provide payments infrastructure for the Services.

“Personnel” means your employees and contractors acting on your behalf.

“Platform User” means a business or individual to which Customer makes the Services available through the Customer Platform.

“Policies” means the AUP, the ACH Terms, the Privacy Policy, and any other policies for use of the Services that we may establish from time to time with notice to Customer.

“Privacy Policy” means the privacy policy available at https://www.moderntreasury.com/mcubed/privacy-policy.

“Registration Data” means Customer’s contact and account data provided to us to register for the Services, including company name and address, email addresses, first and last names of Personnel, tax identification number, bank account information, identity verification information and such other information as we may reasonably request.

“Reserve” means an amount of funds that you must maintain to secure the performance of your obligations under any agreement between you and us or you and a Payments Partner or Network.

“Services” means our relevant proprietary cloud products identified in an Order, as modified from time to time. The Services include our Documentation and related proprietary software, APIs or other technology we provide.

“Serious Harm” means (a) Customer has breached Section 2.5 (Restrictions) or 3 (Customer Obligations) or its actions violate Applicable Laws or the Policies or risk material harm to others or the integrity, security, or availability of the Services, as reasonably determined by us, (b) Customer’s account is 30 or more days overdue and we have provided a written payment reminder to Customer for the outstanding amount or (c) Customer has exceeded a usage limit in an Order that is not subject to overage fees (for clarity, use above a Usage Allotment that is billed as Additional Monthly Fees is not Serious Harm).

“TOU” means our terms of use at https://www.moderntreasury.com/legal/terms-of-use.

“Transaction” means any transaction, transfer, exchange, payment order or other payment instructed or enabled by or on behalf of Customer or a Platform User directly or indirectly through the Services. Transactions may be denominated in fiat currency and/or stablecoins. Supported Transaction types and rails are as set out in the Order and Documentation.

Exhibit A. Payments Partner Terms.