Platform Wallet Terms

These Platform Wallet Terms (these "Platform Wallet Terms") apply where Customer enables or makes available the Wallet Feature (defined in the Wallets Addendum) to its Platform Users. These Platform Wallet Terms are part of, and are incorporated into, Platform Customer Agreement between Customer and M-Cubed and any Order(s) (collectively, the "Agreement"). They apply to a Customer that is not itself a Wallet Owner but offers wallet functionality to its Platform Users. Where a Customer provisions Wallets for its own account, the Wallets Addendum applies to the Customer in its capacity as a Wallet Owner. These Platform Wallet Terms are Additional Product Terms under Section 2.6 of the Platform Customer Agreement. Capitalized terms used but not defined in these Platform Wallet Terms have the meanings given to them in the Agreement; and "Wallet," "Wallet Feature," "Wallet Owner," "Delegated Signing Authority," "Wallet Infrastructure Provider," "Onchain Liquidity Orchestration Method," “Key Export,” “Private Key,” “Authentication Credentials” and "Conversion" have the meanings given to them in the Wallets Addendum (the "Addendum") or the TOU.

1. WALLET FEATURE; STRUCTURE.

1. The Wallet Feature. The Wallet Feature enables Customer to make available to its Platform Users one or more on-chain, non-custodial Wallets, and to enable those Platform Users to initiate, sign, and broadcast on-chain Transactions and to have Conversion orchestrated, in accordance with the Agreement, these Platform Wallet Terms, the Addendum, and the applicable Documentation.
2. Wallet Ownership. Each Wallet is created for, and owned by, the Platform User for whom it is provisioned (the Wallet Owner), and not by Customer or M-Cubed. Customer does not own, hold, or take title to any Platform User's digital assets, does not hold the root cryptographic key to any Wallet, and does not, by virtue of the Wallet Feature, acquire ownership or control of any Wallet or Platform User digital asset.
3. M-Cubed as Technical Operator. M-Cubed operates each Wallet solely as a technical operator, acting under the Delegated Signing Authority granted by the Wallet Owner and within the scope of that authority. M-Cubed does not act as a custodian, trustee, fiduciary, broker, or agent for investment purposes with respect to any Wallet or digital asset.
4. Regulated Rails; Scope Unchanged. Fiat custody, and digital asset issuance, Conversion, and custodial on-chain activity, continue to be performed by M-Cubed's regulated Payments Partners within their respective regulatory perimeters, as described in the Agreement and the applicable Payments Partner Terms. The Wallet Feature does not change the roles of the Payments Partners or expand M-Cubed's regulated activity. Customer is responsible for determining the regulatory treatment of Customer's own products, services, and offering of the Wallet Feature to its Platform Users under Applicable Laws.

2. PLATFORM USER AUTHORIZATION AND FLOW-DOWN.

1. Acceptance of the Addendum. Before enabling any Platform User for the Wallet Feature, Customer will present to that Platform User, and cause that Platform User to accept, the Addendum (or, where the Platform User does not accept the Addendum directly, terms in Customer's own enforceable terms of service that pass through the substance of the Addendum and, at a minimum, establish the Platform User as the Wallet Owner and grant M-Cubed the Delegated Signing Authority).
2. Grant of Delegated Signing Authority. Customer will cause each Platform User to grant M-Cubed the Delegated Signing Authority as a scoped, delegated signer on that Platform User's Wallet. Customer will obtain from each Platform User, through Customer's own enforceable terms of service and consistent with the TOU and Policies, all authorizations, consents, disclosures, and acknowledgments necessary for (i) Customer's operation and enablement of the Wallet, (ii) M-Cubed's exercise of the Delegated Signing Authority as a scoped signer, and (iii) the risk allocations, assumptions of risk, and disclaimers set out in the Addendum.
3. Maintenance and Evidence. Customer represents that it has obtained and will maintain the authorizations described in this Section 2 for the duration of each relevant Wallet, and will provide evidence of them to M-Cubed upon written request.
4. Disclosures to Platform Users. Customer will disclose to its Platform Users the risks set out in Section 5 of the Addendum, including risk of loss of digital assets, loss or compromise of Private Keys and Authentication Credentials, irreversibility of on-chain Transactions and Conversions, Onchain Liquidity Orchestration Method risk, unsupported networks and formats, the absence of deposit or other insurance, and protocol and availability risk. Customer will not make, and will not permit, any statement to its Platform Users that is inconsistent with those disclosures or with the non-custodial nature of the Wallet Feature.

3. CONFIGURATION AND OPERATION.

1. Implementation Responsibility. Customer is solely responsible for its configuration and use of the Wallet Feature on behalf of its Platform Users, including the selection, scope, and maintenance of Wallet policies, spend and approval controls, permitted networks and counterparties, who controls Private Keys, and whether Key Export is enabled and offered to Platform Users.
2. Scope of M-Cubed’s Role. M-Cubed's role is limited to initiating and relaying Transaction requests and orchestrating Conversions within the scope of the applicable Wallet policy and the Delegated Signing Authority. M-Cubed is not responsible for validating the substance, accuracy, purpose, destination, or lawfulness of any Transaction or Conversion that conforms to the applicable instructions and configured controls.

4. COMPLIANCE, ONBOARDING, AND SCREENING.

1. Compliance Program. Customer will establish, maintain, and implement written anti-money laundering, counter-terrorist-financing, sanctions, fraud-prevention, and related compliance policies and procedures that are reasonably appropriate to Customer's use of the Wallet Feature and that satisfy Applicable Laws, Network Rules, Payments Partner requirements, and M-Cubed's then-current requirements (collectively, "Compliance Requirements"). Customer will conduct and document all Platform User onboarding, identity verification, and monitoring required under the Agreement before enabling any Platform User for the Wallet Feature.
2. Sanctions and Prohibited Activity. Customer will not use, and will not permit any Platform User to use, the Wallet Feature to transact with any sanctioned person, wallet address, or jurisdiction, or in any manner that would cause Customer, M-Cubed, a Payments Partner, or a Wallet Infrastructure Provider to violate Applicable Laws, including U.S. economic sanctions administered by OFAC (as defined in the TOU). Customer will maintain screening controls designed to prevent such activity and will screen Wallet addresses and counterparties for Transactions and Conversions that Customer or its Platform Users initiate or orchestrate.
3. Higher-Risk Corridors. Customer acknowledges that certain networks, assets, and Onchain Liquidity Orchestration Method corridors (including USDT on the Tron network) present elevated illicit-finance and compliance risk. Customer assumes full responsibility for screening, monitoring, and compliance with respect to any such corridor it enables for its Platform Users, and for determining whether enabling any such corridor is permitted under Applicable Laws and the Compliance Requirements.
4. M-Cubed and Payments Partner Authority. M-Cubed and its Payments Partners and Wallet Infrastructure Providers retain the right to screen, refuse, block, delay, hold, reverse, suspend, or terminate any Transaction, Conversion, Wallet, Account, Platform User, or access to the Wallet Feature at any time as they determine necessary for compliance, risk, legal, or safety-and-soundness reasons. Any reliance by M-Cubed on Customer's compliance activities does not limit Customer's responsibility for those activities and creates no obligation for M-Cubed to verify Customer's determinations. M-Cubed has no liability for any action taken, or not taken, under this Section 4(d).

5. CUSTOMER REPRESENTATIONS, WARRANTIES, AND COVENANTS.

1. Customer represents, warrants, and covenants, on a continuing basis, that:
   1. Customer's use of the Wallet Feature, and Customer's products and services that incorporate it, comply and will comply with all Applicable Laws, Network Rules, and Payments Partner Terms, and Customer has obtained and will maintain all permits, licenses, registrations, and approvals required for its own products and services;
   2. Customer and its Platform Users are not, and will not become, located in, organized in, resident in, or dealing with any person or jurisdiction that is the subject of applicable sanctions, and Customer maintains controls designed to ensure this remains the case;
   3. Customer has obtained and will maintain the Platform User authorizations required under Section 2, including each Platform User's acceptance of the Addendum (or pass-through terms) and each Platform User's grant of the Delegated Signing Authority to M-Cubed;
   4. Customer will not knowingly instruct or cause, or permit any Platform User to instruct or cause, M-Cubed, a Payments Partner, or a Wallet Infrastructure Provider to engage in any Transaction or Conversion that would cause any of them to violate Applicable Laws;
   5. all data and instructions Customer submits in connection with the Wallet Feature are accurate and complete and are collected, used, and disclosed in compliance with Applicable Laws and Customer's agreements and notices with its Platform Users; and
   6. Customer is solely responsible for all activity attributable to its and its Platform Users' Wallets, Accounts, and Platform Users in connection with the Wallet Feature, whether or not authorized by Customer or the Platform User.

6. ASSUMPTION OF RISK.

Customer acknowledges the risks set out in Section 5 of the Addendum and, as between Customer and M-Cubed, assumes all such risks with respect to its enablement and operation of the Wallet Feature and the acts and omissions of its Platform Users. When a Conversion is executed, neither Customer nor any Platform User is transacting with M-Cubed, and no digital assets are transferred to M-Cubed.

7. KEY EXPORT; CLOSURE; RESIDUAL OBLIGATIONS.

1. Key Export. Customer is solely responsible for deciding whether to enable and offer Key Export to its Platform Users and for implementing Key Export in accordance with the Documentation.
2. Effect of Export; Closure. Upon a Platform User's Key Export of a Wallet's Private Key, M-Cubed's Delegated Signing Authority over that Wallet is revoked and terminates, and the associated Account is closed on the M-Cubed platform. Following closure, M-Cubed has no obligation to initiate, sign, relay, or broadcast any further Transaction or Conversion from that Wallet.
3. Post-Export Responsibility. As between Customer and M-Cubed, M-Cubed has no responsibility or liability of any kind for an exported Private Key or any wallet, digital asset, transaction, loss, theft, compromise, or use associated with it, including any use, signing, or transfer occurring outside the Services. Customer is responsible for ensuring that its Platform Users are informed of, and accept, their sole responsibility for an exported Private Key and the associated wallet and digital assets.
4. Wind-Down. Any wind-down of the Services on expiration or termination of the Agreement, including the return or transition of Wallet access, will be handled in accordance with the wind-down provisions of the Agreement and is subject to the availability and timelines of the applicable Payments Partners, Wallet Infrastructure Providers, and Applicable Laws. Customer is responsible for facilitating its Platform Users' Key Export or the transition of their Wallets during any available wind-down period.

8. GENERAL.

1. Survival. The following survive expiration or termination of the Agreement, the applicable Order, or Customer's offering of the Wallet Feature: Section 2 (Platform User Authorization and Flow-Down), Section 4 (Compliance, Onboarding, and Screening), Section 5 (Customer Representations, Warranties, and Covenants), Section 6 (Assumption of Risk), Section 7 (Key Export; Closure; Residual Obligations), and this Section 8 (General), together with any accrued payment obligations and any other provision that by its nature is intended to survive.
2. No Delegation of M-Cubed Rights. These Platform Wallet Terms do not authorize Customer to bind M-Cubed, to make compliance, sanctions, or risk determinations on M-Cubed's behalf, or to interpret Payments Partner or Wallet Infrastructure Provider requirements on M-Cubed's behalf. M-Cubed retains all rights under the Agreement, the TOU, the Policies, and Applicable Laws.
3. Relationship to the Agreement. Except as expressly modified by these Platform Wallet Terms with respect to the Wallet Feature, all terms of the Agreement remain unchanged and in full force and effect.