Terms of Use

These Terms of Use (“Terms”) govern your use of our hosted payments application (the “Services”). These Terms govern the Services and related rights, obligations, disclaimers and limitations of liability, so please read them carefully before using the Services. We may modify these Terms at any time as set out in Section 30.3 (Modifications). Certain capitalized terms are defined contextually and others are defined in Section 31 (Definitions).

“Company,” “us,” “we,” or “our” means M-Cubed Labs, Inc., together with any affiliates that M-Cubed Labs, Inc. uses to provide or support the Services, including our parent corporation Modern Treasury Corp. “You,” “your,” or “User” means the user of the Services.

ATTENTION: PLEASE CAREFULLY REVIEW THE DISPUTE RESOLUTION PROVISIONS IN SECTION 30.1 BELOW. THESE GOVERN THE MANNER IN WHICH CLAIMS WILL BE ADDRESSED BETWEEN YOU AND COMPANY. 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. The Services are a payments platform, but 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. Agreement to Terms. By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, you may not use the Services. If you are an individual accessing or using the Services on behalf of an entity (e.g., your employer), then you are binding that entity to these Terms and you represent and warrant that you have all necessary rights and authority to do so. That entity will be the “User”.

3. Use of the Services. Subject to these Terms, if you are approved for use of the Services, you may use the Services solely for your own purposes, all in compliance with these Terms, Applicable Law and the Documentation. The Services are described in the Documentation, so please review the Documentation for more details on supported Transaction types, features and geographies.

4. Eligibility. You may use the Services only if you can form a legally binding contract with us and only as permitted under these Terms. Among other things, that means each User must be at least 18 years old (or the age of majority in your jurisdiction), have the legal capacity to enter into these Terms and be bound by them, and not otherwise be barred from using the Services under Applicable Law. Use of the Services by any other individuals is strictly prohibited and in violation of these Terms. The Services are not available to any Users we previously removed from the Services.

5. User Types and Platform Relationships. These Terms apply generally to both Direct Users and Platform Users, except where the Terms state otherwise. Unless otherwise agreed in writing by us, these Terms do not apply to the Platforms that provide the Services to Platform Users; Platforms are subject to the M-Cubed Platform Agreement. Notwithstanding anything to the contrary in these Terms, if you are a Platform User, unless we indicate otherwise in writing, the Platform will access the Services on your behalf and you will use the Services solely as embedded through the Platform. This means, for instance, that you and your Personnel will not have direct access to your Account or manage your own Account Credentials. Use of the Services is subject to termination, suspension, limitations and changes pursuant to your and our respective agreements with the Platform. If you are a Platform User and are dissatisfied with the Services, you must contact the Platform to terminate your use of the Services, subject to your agreement with the Platform.

6. Approvals, Revocations and Changes. We may approve or refuse to provide the Services for any current or prospective User in our sole discretion. We may cancel or revoke your access to the Services or close your Account at any time and for any reason in our sole discretion. In addition, at any time we may change or discontinue all or any part of the Services, temporarily or permanently, with or without notice and in our sole discretion.

7. Your Account. If you are approved for use of the Services, you will receive an Account. 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. When creating your Account, you must provide accurate and complete information, and you must keep that information up to date. You are responsible for all activities that occur under your Account and are responsible for maintaining the confidentiality of any sensitive information related to your Account. You will keep your Account Credentials confidential, and you will not share your password(s) and/or any other authentication credentials with anyone else. We encourage you to use "strong" passwords (passwords that use a combination of upper- and lower-case letters, numbers, and symbols) to protect your Account. We will not be liable for, and expressly disclaim liability for, any losses caused by any unauthorized use of your Account and/or any changes to your Account, including changes made by any personnel with administrator-level access to your Account. You will notify us immediately of any breach of security or unauthorized use of your Account.

8. Personnel. If you are an entity, you may designate Personnel to use your Account to the Services on your behalf. User is solely responsible for its Personnel, their compliance with these Terms, and all acts and omissions of its Personnel. You may not permit anyone else to use your Account or the Services.

9. Transaction Instructions. The Services are a software platform through which you can provide Transaction instructions to Payments Partners, which receive, hold and transfer funds or digital assets on your behalf. You give us express permission to transfer your instructions and exchange other data with Payments Partners in connection with the Services. Between us and you, you are solely responsible for use of the Services, including all Transactions.

10. Identity Verification and Transaction Monitoring. You may be required to complete identification 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 these Terms. 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.

11. Payments Partners. We partner with Payments Partners to offer the Services, and to use certain Services, you may be required to agree to certain terms and conditions of our Payments Partners (“Payment Partner Terms”). We will provide you notice of Payments Partner Terms in advance of enabling related Services. In addition, you may be required to provide the Payments Partner (directly or through us) certain personal information, such as an email address, and connect an external deposit account address in order to access certain Services.

12. Data Use. We may collect and process User Data to provide the Services, Support and Professional Services or as required by Applicable Law. Providing the Services includes, subject to Applicable Law, Company’s use of User Data for purposes of security, integrity, anti-fraud, product improvement, compliance with third party contracts (including Payment Partner contracts) and maintenance and otherwise as necessary to fulfill our obligations or exercise our rights under these Terms. Please review our Privacy Policy available at https://www.getbeam.cash/privacypolicy, which also governs your use of the Services and our use of certain User Data and is incorporated herein by reference.

13. Compliance Requirements. As a condition to accessing or using the Services, you represent, warrant and agree to the following:

13.1. You are the exclusive beneficial and/or legal owner of any digital asset or fiat currency used or to be used for any Transaction;

13.2. You will comply with all Applicable Laws, Policies, and Network Rules, your access to or use of the Services is not prohibited by and does otherwise violate or assist in violation of any Applicable Law, Policy or Network Rule, and your access to or use of the Services will not contribute to or facilitate any illegal activity.

13.3. You are not a resident, national, or agent of any Restricted Territories and you have not been identified as a Specially Designated National or placed on any sanctions lists by the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Commerce Department, or the U.S. Department of State (collectively, “Sanctions Lists Persons”); and you do not intend to and will not transact or attempt to transact with any Restricted Person or Sanctions Lists Person.

13.4. You will not use the Services from a jurisdiction that we have, in our sole discretion, determined is a jurisdiction where the use of the Services is prohibited.

13.5. You will only use the service for legitimate business or personal purposes. You will not use or access the Services to transmit or exchange funds or digital assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including terrorism, or tax evasion.

13.6. If you access or use the Services outside the United States, you are solely responsible for ensuring that your access and use of the Services in such country, territory, or jurisdiction does not violate any Applicable Law. You will not use any software or networking techniques, including use of a Virtual Private Network (VPN) to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition or any restrictions that apply to the Services. We reserve the right to monitor the locations from which the Services accessed. Furthermore, we reserve the right, at any time, in our sole discretion, to block access to the Services, in whole or in part, from any geographic location, IP addresses, and unique device identifiers, or to any user who we believe is in breach of these Terms.

13.7. Without limiting any other provision in this Agreement, you will promptly reimburse us for any Fines we incur due to your use of the Services, including those imposed by Networks.

14. Prohibited 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 your business is deemed to be prohibited, you will not be able to use the Services.

15. Limitations on Services.

15.1. From time to time, the Services may be inaccessible or inoperable, in whole or in part, for any reason including: (a) equipment or technology malfunctions; (b) periodic maintenance procedures or repairs that we or any of our suppliers or contractors may undertake from time to time; (c) causes beyond our control or that we could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying payment network or blockchain infrastructure; (e) unavailability of Platform Partners, third-party service providers or others or (f) actions, requirements, suspensions, terminations or limitations of our Platform Partners or Governmental Authorities.

15.2. We reserve the right to disable or modify your access to any part of the Services at any time in the event of any breach of these Terms, including if we reasonably believe any of your representations and warranties may be untrue or inaccurate.

15.3. We will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Services being inaccessible to you at any time or for any reason.

15.4. We do not act as an agent for you or any other User of the Services.

15.5. You acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with the Services.

16. Limitations on Transactions. We and the other Platform Partners retain full discretion to refuse to transmit or to block any Transaction at any time. This may include: (a) if any of the Platform Partners believes a request or instruction is ambiguous, incomplete, or contrary to Applicable Law or the terms of any agreement with any of the Platform Partners; (b) in accordance with any of the Platform Partners’ risk management policies and procedures; (c) if any of the Platform Partners believe the instructions may involve funds subject to a hold, dispute, restriction or legal process; (d) as directed or required by any Governmental Authority or any Platform Partner. You are solely responsible for any losses resulting from inaccurate or incomplete or erroneously provided instructions. Except as provided for in these Terms to protect other Users or Platform 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 or the Platform’s instructions. We have no control over the precise timing of Transaction initiation or settlement with any Payments Partner or other financial institution.

17. Reserve of Funds. We may ask our Payments Partners to temporarily suspend or delay payouts to you 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 Platforms. The Reserve may be raised, reduced or removed at any time by us, in our sole discretion, as we, our Payments Partners or Platforms 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 (a) transferred by you, (b) due to you, or (c) available in the financial services account 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 any Platform, without prior notice to you, to collect amounts that you owe. You will execute any additional documentation required for us to create, perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in a Reserve.

18. 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 these Terms 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.

19. 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 Platform 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 Platform 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.

20. Fees. You must pay all fees due for use of the Services. If you are a Direct User, your fees are set out in your Order. If you are a Platform User, fees are as between you and Platform. In any case, you are solely responsible for reporting and paying any taxes applicable to your use of the Services.

21. No Professional Advice or Fiduciary Duties. All information provided in connection with your access and use of the Services is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the Services or any other information that we make available at any time, including blog posts, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest permitted by Applicable Law, we owe no fiduciary duties or liabilities to you or any other party, and to the extent any such duties or liabilities may exist at law or in equity, you hereby irrevocably disclaim, waive, and eliminate those duties and liabilities, to the fullest extent permitted by Applicable Law. The only duties and obligations that we owe you are those set out expressly in these Terms.

22. Intellectual Property.

22.1. Restrictions. You will not (and will not permit anyone else to) do any of the following: (a) provide access to the Services to anyone other than your 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’s operation, circumvent the Services’s 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.

22.2. Ownership. Neither party grants the other any rights or licenses not expressly set out in these Terms. Except for your use rights in these Terms, 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 you provide us with feedback or suggestions regarding the Servicers or our other offerings (“Feedback”), we may use the Feedback without restriction or obligation.

23. Third-Party Platforms. You may choose to use the Services with Third-Party Platforms. Use of Third-Party Platforms is subject to your agreement with the relevant provider and not these Terms. We do not control and have no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability or how the Third-Party Platforms or their providers use User Data. If you enable a Third-Party Platform with the Services, we may access your Third-Party Platform account and exchange User Data with the Third-Party Platform for the purposes in Section 12 (Data Use).

24. Modification, Suspension, and Termination

24.1. We may, at our sole discretion, from time to time which may be without prior notice to you unless required by Applicable Laws, modify, suspend, or disable (temporarily or permanently) the Services, or your Account, in whole or in part, for any reason whatsoever.

24.2. Upon termination of your access, your right to use the Services will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to the Services or from any modification, suspension, or termination, for any reason, of your access to all or any portion of the Services.

24.3. Subject to this Section, these Terms will remain in full force and effect while you use or access the Services. Upon termination of your rights under these Terms, your right to access and use the Services will terminate immediately. The following sections of these Terms will survive any termination of your access to the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: 12 (Data Use), 13 (Compliance Requirements), 15 (​​Limitations on Services), 16 (Limitations on Transactions), 17 (Reserve of Funds), 18 (Set-Off Rights and Security Interest), 19 (Processing Errors and Other Deductions), 20 (Fees), 22 (Intellectual Property), 23 (Third-Party Links), 24 (Modification, Suspension, and Termination), 25 (Risks), 26 (Limitation of Liability), 27 (Indemnification), 28 (Disclosures; Disclaimers), 29 (Limited Releases), 30 (General Information), 31 (Definitions).

24.4. Resolution of Funds. The closure of your Account will cancel any pending transactions. Any funds (whether fiat or digital assets) that the Payments Partners are holding in custody for you at the time of closure, less any applicable fees, will be paid out in a reasonable timeframe, subject to these Terms. If an investigation is pending at the time you close your Account, the Payments Partners may hold your funds. If you are later determined to be entitled to some or all of the funds, the Payments Partners will release those funds to you. Your failure to fully pay amounts that you owe us, a Platform or the Payments Partners on demand will be a breach of these terms. You are liable for any of our costs and expenses associated with collection in addition to any amounts owed, including attorneys’ fees and other legal expenses, collection agency fees, and any applicable interest.

25. Risks. You explicitly acknowledge and accept inherent risks associated with blockchain technology and digital assets, including volatility, software bugs, network "forks," regulatory changes, de-pegging of stablecoins, and the potential for hacking or quantum computing threats. We do not control the underlying blockchains or open-source networks, do not hold your private keys, cannot reverse final transactions, and assume no liability for any losses, delays, or security failures. Ultimately, you are solely responsible for your own security, due diligence, and financial decisions, understanding that you use the Services entirely at your own risk without recourse for refunds or compensation to the maximum extent permitted by Applicable Laws.

26. Limitation of Liability. To the maximum extent permitted by Applicable Laws, in no event will we, our affiliates, our Payments Partners 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 (1) the greater of the amounts paid or payable by you to us during the prior 12 months under these Terms or (2) $100. 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 26 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.

27. Indemnification. You will defend, indemnify, and hold harmless the Payments Partners, us, our affiliates, and our and our affiliates’ respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively, “Indemnified Parties”) 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) your breach or alleged breach of these Terms, (b) any digital assets or funds stored or used in connection with your Account or your external payment accounts, (c) any User Data or other data that you provide to us in connection with the Services, (d) your actual or alleged fraud, negligence, misconduct or violation of Applicable Laws or Network Rules or (e) your use of the Services or conduct of your business. If you are obligated to indemnify any Indemnified Party, we (or, at our discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether we wish to settle, and if so, on what terms, and you agree to cooperate with us in the defense. You may not settle or otherwise compromise any claim subject to this section without our prior written approval.

28. Disclosures; Disclaimers

28.1. Disclaimers. The Services and any related deliverables or support are provided "AS IS" and we, the Payments Partners, Platforms 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 Platform 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 User Data for accuracy or that it will maintain User 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. You are solely responsible for ensuring that the Services and any results of the Services are adequate for your own purposes, including any of your 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 you or Platform through the Services. We are not liable for any action you take or fail to take based on any report or status of Transactions reflected in the Services. You may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.

28.2. Payments Risks. You acknowledge and agree that (a) you are electing to assume the risk of loss in holding and using any digital assets or funds, which risk can be substantial; (b) you have made your own suitability determinations as to engaging in the foregoing activities and entering into these Terms; 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 you, Platform or Transactions.

28.3. Our Role. In providing Services under these Terms, 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 or provide custodial services. We are not responsible for any Transactions, including any risk of fraud, returns, loss or reversal.

29. 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 your authorized use of the Services under these Terms. Limited Releases may only be used during the period specified by us (if not specified, then 30 days) and either party may terminate your use of Limited Release at any time. We have no data retention, security or storage obligations related to User 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 these Terms, our liability for Limited Releases will not exceed US$50.

30. General

30.1. 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, or we, in our sole discretion, waive the obligations set forth in this Section 30.1(a), 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 30.1(b).

b. Mediation and Arbitration. If a Dispute arises and cannot be settled as set forth in Section 30.1(a), the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association 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 30.1(a) or through such mediation, will 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 will be heard by a single arbitrator. The place of arbitration will be San Francisco, California and the arbitration will be governed by the laws of the State of California. The award of the arbitrator will 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, will be borne by the parties equally, except that each will 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 will constitute a waiver by that party to present evidence or cross-examine witnesses. In such event, the other party will be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver will not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above. An arbitrator will have no authority to award punitive damages or other damages not measured by the prevailing party's actual damages subject to Section 26 (Limitation of Liability).

d. Mass Filings. If, at any time, 30 or more similar demands for arbitration are asserted against Company 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.

30.2. Governing Law. The interpretation and enforcement of these Terms, 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 California will have exclusive jurisdiction. You waive any objection to venue in any such courts.

30.3. Modifications. These Terms are subject to change. We provide a mechanism to subscribe to notifications of updates to these Terms and you agree to subscribe to such notifications at https://moderntreasury.com/legal/terms-of-use (the “Website”). It is important that you review the Terms whenever we update them or you use the Services. You are responsible for providing us with your most current e-mail address when you subscribe to notifications. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective one (1) day following the earlier of our dispatch of an e-mail notice to you (if applicable) or one (1) day following our posting of notice of the changes on our Website. These changes will be effective immediately for new users of the Services. Continued use of the Services following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

30.4. Notice. You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our “Communications”) that we provide in connection with these Terms or the use of the Services. You agree that we may provide our Communications to you by providing them through the Services or by emailing them to you at the email address you provide in connection with using the Services, if any. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy.

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

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

30.7. 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.

30.8. Force Majeure. We will have no responsibility or liability for any failure or delay in performance of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of Governmental Authorities, communications, power failure, or equipment or software malfunction.

30.9. Assignment. You may not assign or transfer any right to use the Services, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.

30.10. Entire Agreement. These Terms contain the entire agreement between you and us and supersede all prior and contemporaneous understandings between the parties regarding the Services. 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. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.

30.11. No Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in this Agreement, there will be no third-party beneficiaries to the Agreement other than the Indemnified Parties.

30.12. Contacting Us. For any questions, comments, claims, complaints or Feedback, you may contact us via email at support@moderntreasury.com

31. Definitions

“Account” means your software account on the Services provided by us. Your Account may allow you certain rights to funds held for you or for a Platform by the Payments Partners.

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

“Applicable Laws” means all applicable laws, rules, regulations, and other binding requirements of any Governmental Authority. This includes, without limitation, 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 Treasury’s Office of Foreign Asset Controls.

“Direct User” means a business customer that enters an Order with us to access the Services solely for its own business purposes and not as a Platform offering Services to Platform Users.

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

“Fines” means any fines, fees, penalties, levies, liens, or garnishments arising from your violation of these Terms, any Applicable Laws or Network Rules, or any agreement between you and any of the Platform Partners.

“Governmental Authority” means a regulator, self-regulatory organization, or other governmental agency or entity with jurisdiction over the Services, Company, Payments Partners or User, as applicable.

“M-Cubed-Platform Agreement” means the separate agreement under which Company provides payments operations products to Platform.“Network” means any applicable card 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 the ordering document that a Direct User enters into with Company in order to access the Services.

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

“Platform Partners” means the Company, any Platform through which you maintain an Account and any Payments Partners or Network.

“Platform User” means a business or individual that receives access to the services through a platform of our direct customer (“Platform”).

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

“Policies” means the Acceptable Use Policy at https://www.moderntreasury.com/legal/acceptable-use-policy, the ACH Terms at https://www.moderntreasury.com/legal/ach-terms, the Privacy Policy at https://www.getbeam.cash/privacypolicy, and any other policies for use of the Services that we may establish from time to time. The Policies are part of these Terms.

“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 Platform.

“Restricted Territories” means Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine or any other country to which the United States or any other country to which the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions.

“Third-Party Platform” means any platform, add-on, service or product not provided by us that you elect to integrate or enable for use with the Services.

“Transaction” means any transaction, transfer, exchange, conversation, payment order or other transaction instructed or enabled by or on behalf of a User directly or indirectly through your Account or otherwise 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.

“User Data” means any data, content, or materials that you submit to your Account.