These Terms & Conditions (the "Agreement") are between Elephants Growth Tech Ltd, a Canadian-incorporated company registered with the Financial Transactions and Reports Analysis Centre of Canada ("FINTRAC") as a Money Services Business under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act ("PCMLTFA") (MSB Registration No. C10001690) and with the Bank of Canada as a Payment Service Provider under the Retail Payment Activities Act ("RPAA") (PSP) ("Elephants Growth Tech Ltd", and together with the Supporting Entities identified in Schedule 1, "Elephants Inc", "we", "us" or "our") and you (the "User"). Elephants Growth Tech Ltd is the sole Contracting Entity for the Services made available to you through the Platform.

The Elephants group operates under the trading name "Elephants Inc" (used on the Platform and in marketing materials). "Elephants Inc" is a trading name only and is not itself a legal entity; references in this Agreement to "Elephants Inc", "we", "us" or "our" are references to Elephants Growth Tech Ltd as the Contracting Entity, except where a reference is made to a specifically identified Supporting Entity in respect of the regulated or operational support that Supporting Entity provides. Elephants Growth Tech Ltd is solely responsible for performing this Agreement and providing the Services to you. The Elephants Inc group entities that support Elephants Growth Tech Ltd in the provision of the Services (each, a "Supporting Entity"), the regulatory authorisations they hold, and the jurisdictions in which the Services are made available, are described in Schedule 1 (Group Entity Structure).

To enable Elephants Growth Tech Ltd to provide the Services efficiently and in compliance with Applicable Law, certain components of the Services are supported by the Supporting Entities and by licensed third-party Partners. The card programmes through which the Elephants Inc Card is issued are operated by Elephants AI Global Pte. Ltd. (for the Singapore card programme) and Elephants (HK) Limited (for the Hong Kong card programme), under the Issuer's own regulatory authorisation; the Card is issued directly to you by the Issuer. The Partner relationships supporting money-movement, fiat account infrastructure and wallet infrastructure for Virtual Assets are held by Elephants Growth Tech Ltd as the registered Money Services Business and Payment Service Provider. The specific Partners engaged at any time are reflected in Schedule 2 (Partner Register).

The terms governing the Account and Wallet, the Conversion Services, the Card, the Rewards Program, the AI Services, the Virtual Accounts and the Remittance Services are set out in Schedule 3-A, Schedule 3-B, Schedule 3-C, Schedule 3-D, Schedule 3-E, Schedule 3-F and Schedule 3-G respectively. The Rewards Program and the AI Services are each provided by Elephants Growth Tech Ltd, subject to availability in your jurisdiction.

Regulatory Status; No Deposit Protection. Elephants Growth Tech Ltd is a technology company providing payment, treasury and related services to business users through licensed Partners and licensed Supporting Entities. It is not a bank. Account balances are not deposits and are not covered by Canada Deposit Insurance Corporation (CDIC) or any other deposit guarantee or investor protection scheme. Virtual Assets are not legal tender and are not regulated in the same manner as fiat currency. The Services are payment and Virtual-Asset services. They are not, and are not provided as, investment, securities, portfolio-management or financial-advisory services, and are not authorised as such in any jurisdiction. We do not take into account your personal objectives, financial situation or needs. Please refer to our Risk Disclosure Statement.

1. General

1.1 Acceptance. By accessing or using the Services, you confirm that you have read, understood, and agreed to this Agreement and to our Privacy Policy, Cookie Policy, Risk Disclosure Statement and any other agreements specifically applicable to your use of a particular Service (together, the "Supplemental Agreements"). The Supplemental Agreements are incorporated into this Agreement by reference. If you do not agree to any of these terms, you must not access or use the Services.

1.2 Defined Terms. Capitalised terms used in this Agreement have the meanings given in Section 14 (Definitions) or in the clause in which they first appear.

1.3 Eligibility.

By accessing or using the Services, you represent and warrant that:

1. you have the capacity to enter into legally binding contracts, and you are: (i) an individual using the Services in a personal capacity (a consumer); (ii) an individual carrying on business in an unincorporated capacity, such as a sole trader or solopreneur (an “unincorporated business user”); or (iii) a legal entity, in which case you are duly organised and validly existing under the laws of the country in which you are organised and you have the power and authority to enter into and perform this Agreement. You are of legal age to form a binding contract in your country of residence. The Services are available to each of these categories of user. Where you use the Services in a personal capacity as a consumer, you have any additional rights and protections conferred by the consumer-protection law of your country of residence, and nothing in this Agreement excludes, restricts or modifies any such right or protection to the extent it cannot be excluded by agreement. An unincorporated business user uses the Services for business purposes and is generally not treated as a consumer for those purposes;

2. the person executing or accepting this Agreement on your behalf has the authority to bind you, and to access and use the Services on your behalf;

3. you have not previously been suspended or removed from the Services, nor has any of your Authorised Persons, ultimate beneficial owners ("UBOs"), directors or officers been so suspended or removed;

4. neither you, nor any of your UBOs, directors, officers or Authorised Persons (i) is resident in, organised in, or located in a Restricted Location or any country, territory, region or jurisdiction that is the subject of comprehensive sanctions administered by any Sanctions Authority, or (ii) is identified on any sanctions, denied persons or restricted parties list maintained by any Sanctions Authority;

5. you do not have an existing Account with us, whether under the same name, beneficial ownership or otherwise;

6. your access to or use of the Services does not violate any law or regulation applicable to you; and

7. you have successfully completed our KYC onboarding process. Eligibility and any location-based restrictions are assessed through our KYC onboarding and verification process (and on any subsequent re-verification), and not by geolocation or IP-based screening

We may update the list of Restricted Locations at any time without notice. By registering, you represent and warrant that you meet all eligibility requirements at the time of registration and on a continuing basis.

The Company reserves the right to refuse registration or to suspend or terminate any Account where eligibility requirements are not or cease to be met.

1.4 Changes to this Agreement. We may change this Agreement and any Supplemental Agreement from time to time for one or more of the following reasons: (a) to reflect any change in Applicable Law or any regulatory direction, supervisory expectation or guidance applicable to us, a Supporting Entity or a Partner; (b) to reflect any change in our Partner ecosystem (including the introduction, removal or change of identity of a Partner, or any change in the terms on which a Partner provides services to us); (c) to address any matter of security, fraud prevention or anti-money-laundering/counter-terrorism-financing compliance; (d) to reflect any change in the operational or technical features of the Platform or the Services (including the introduction of new functionality or the modification or discontinuation of existing functionality); (e) to reflect any change in our fees or pricing structure, in accordance with Section 2.6; (f) to correct any error, omission, ambiguity or inconsistency; or (g) for any other reasonable commercial purpose, provided that any change made under this limb (g) is consistent with the spirit and purpose of this Agreement and does not materially disadvantage you taken as a whole. For changes that we reasonably consider to be material (a "Material Change"), we will give you at least thirty (30) days’ advance notice of the change through the Platform or by email, identifying the change as a Material Change. In certain circumstances, including where we are required to make a change by Applicable Law, regulatory direction, or court order, or where a change is necessary to address an urgent security or operational risk, we may not be able to provide the full thirty (30) days' notice and will instead notify you as soon as reasonably practicable. If you do not agree to a Material Change, you may terminate your Account in accordance with Section 8 at any time before the change takes effect, without penalty or fee additional to fees ordinarily applicable on termination, and any continued use of the Services after the Material Change has taken effect will constitute acceptance of the change. For changes that are not Material Changes (including changes under limbs (a), (b), (c), (f) or any minor change under limb (d) or (e)), the change will take effect on publication on the Platform and your continued access to or use of the Services after publication will constitute acceptance of the change. We will indicate the "Last Updated" date at the top of this Agreement on each change.

1.5 Schedules. The Schedules to this Agreement (each, a "Schedule", and together, the "Schedules") form part of this Agreement and are incorporated into it by reference. The Schedules comprise (i) Schedule 1 (Group Entity Structure), which identifies Elephants Growth Tech Ltd as your Contracting Entity, sets out the Supporting Entities in the Elephants group that support Elephants Growth Tech Ltd in the provision of the Services, and discloses the regulatory framework applicable to each; (ii) Schedule 2 (Partner Register), which identifies the Partners whose services support the Services; (iii) Schedule 3 (Service Schedules), which we may issue from time to time to set out terms governing specific Services or product lines; and (iv) Schedule 4 (Jurisdictional Addenda), which we may issue from time to time to set out terms specific to particular jurisdictions of residence. We may update any Schedule from time to time in accordance with Section 1.4 (Changes to this Agreement); updates take effect upon publication on the Platform unless we state otherwise. In the event of any inconsistency between the body of this Agreement and a Schedule, the Schedule prevails in relation to the specific subject matter it covers.

1.6 Conflict. If there is any conflict between this Agreement (including the Schedules) and a Supplemental Agreement, the Supplemental Agreement prevails in relation to the specific Service to which it applies. If there is any conflict between this Agreement and a Partner Term applicable to a Partner Service you use, the Partner Term prevails in relation to that Partner Service.

2. Accessing the Services

2.1 Licence. We grant you a limited, revocable, non-exclusive and non-transferable licence to access and use the Services for your personal, lawful and non-commercial use (or, in the case of a User that is an entity, for the lawful business purposes of that entity). Your access to and use of the Services is conditional on your compliance with this Agreement.

2.2 Credentials and Security. You are solely responsible for:

1. maintaining adequate security and control of your Account and any device used to access your Account;

2. maintaining the confidentiality of any login credentials, passwords, PINs, API keys, codes or any other authentication method used to access the Services;

3. monitoring activity in your Account;

4. keeping the contact information in your Account profile complete, accurate and up to date in order to receive notices and alerts from us; and

5. all losses arising from authorised or unauthorised use of your Account, unless such loss results from our fault.

Any loss or compromise of your credentials, personal information or device may permit unauthorised access to your Account, the unauthorised execution of Instructions, and the loss or theft of fiat and Virtual Assets. You must notify us immediately at support@elephants.inc if you suspect any unauthorised use of, or any security breach in relation to, your Account. Instructions submitted under your credentials will be deemed to have been authorised by you and we are entitled to act on them without further verification.

2.3 Applicable Law. Your use of the Services is subject to all laws, regulations and rules of governmental or regulatory authorities applicable to you and to us ("Applicable Law"). You agree at all times to comply with all Applicable Law and to provide such information as we may reasonably request to enable us to comply with our own legal and regulatory obligations.

2.4 Onboarding (KYB and KYC). In order to access the Services, you must complete an onboarding process and satisfy our Compliance Program, which includes:

1. Know Your Business ("KYB") verification of the account holder entity, including corporate constitutional documents, registered office, directors and officers, beneficial-ownership structure, financial information and business activity;

2. Know Your Customer ("KYC") verification of (A) the account holder; (B) each of your ultimate beneficial owners holding 25% or more direct or indirect ownership or control of the account holder (or such lower threshold as Applicable Law may require) ("UBOs"), (C) your directors and senior officers, and (D) any Authorised Person and any Authorised User to whom we issue access to the Services or a Team Card; and

3. Know Your Transaction ("KYT"), anti-money laundering and counter-terrorism financing ("AML / CFT"), sanctions, source-of-funds, source-of-wealth and adverse-media checks as we may require from time to time.

By accepting our Services you agree to the following:

1. Information required: We may request information including (without limitation) the name, contact details, registered and business addresses, telephone number, taxpayer identification or similar identification number, official government-issued photo identification (for natural persons), date of birth (for natural persons), beneficial ownership and control information, source of funds information, financial information and bank account information in respect of you, your UBOs, your directors and officers and your Authorised Persons and Authorised Users (collectively, the "Onboarding Information"). We may also conduct sanctions screening and adverse-media checks.

2. Representations: You represent and warrant to us that all Onboarding Information you provide is complete, accurate and up to date, and you agree to update it promptly if any change occurs, including any change in UBOs, directors, officers, Authorised Persons or Authorised Users.

3. Timing: You must comply with any request for Onboarding Information by no later than 14 days following the date of the request (the "Onboarding Information Deadline"). You must notify us of any change to your Onboarding Information within 10 days of becoming aware of the change.

4. Failure to provide: If you fail to provide the requested Onboarding Information by the Onboarding Information Deadline, or if you provide information that we are unable to verify, we may refuse to open or activate your Account, refuse to process particular Instructions, suspend, restrict or close your Account, freeze any fiat and Virtual Assets held on your behalf, or terminate this Agreement. We are not liable for any loss arising from your failure to provide complete, accurate and timely Onboarding Information.

5. Third-party verification: We may instruct Partners (including any identity-verification service provider identified in Schedule 2 (Partner Register)) to conduct identity verification, screening, due diligence and compliance checks on our behalf, and you authorise us to share your Onboarding Information with such Partners for that purpose, in each case in accordance with our Privacy Policy.

6. Periodic refresh: We may from time to time require you to refresh your Onboarding Information (including UBO disclosures, information about your directors and officers, Authorised Persons and Authorised Users, and source-of-funds and source-of-wealth information), in each case to the standard we then require, in order to comply with our ongoing AML / CFT, KYB and sanctions monitoring obligations. You agree to participate in any such refresh promptly upon request. Failure to do so may lead to suspension, restriction or closure of your Account in accordance with this Agreement.

2.5 Communications. We will communicate with you through the Platform and, where appropriate, by email, SMS or push notification. By providing your email address and telephone number, you consent to receiving such communications. We may also communicate with you through chat, social-media messaging services (including WhatsApp, Facebook Messenger and Instagram) and our chatbot. For security-sensitive actions (such as the authorisation of large transactions or changes to nominated payout details), we will require verification through our secure Platform regardless of any prior communication through social-messaging channels. You agree not to send sensitive financial information (such as full card numbers or passwords) through unsecured messaging channels.

2.6 Fees. Your use of the Services may incur fees. The fees applicable to each Service are published on the Platform and will be disclosed to you before you confirm any chargeable transaction. We may update our fees from time to time and any update will be published on the Platform. All fees are exclusive of taxes, which will be added to the final charge where applicable. Fees are non-refundable except where required by Applicable Law or where we expressly determine otherwise in our discretion. We may set off any amount you owe us against any fiat or Virtual Assets that we hold for you.

2.7 Account Closure and Offboarding. We may close your Account, restrict your access to the Services, or enable or disable any or all of the Services, in each case where it is reasonably necessary to protect our legitimate interests, the interests of other users, the integrity of the Platform, or to comply with Applicable Law, including (without limitation) on the grounds set out in Section 8.1 (Right to Suspend, Restrict or Terminate). The notice provisions in Section 8.2 apply to any closure, restriction or change under this Section 2.7. On closure of your Account, we will return your fiat and Virtual Assets to you as soon as reasonably practicable, subject to: (i) any restriction imposed by Applicable Law, by a court or regulatory order, or by Partner direction; (ii) the completion of any compliance review reasonably necessary to satisfy our obligations under Applicable Law or our compliance programme; and (iii) the deduction of any outstanding fees or accrued liabilities. You may close your Account at any time, subject to the completion of any pending transactions or compliance reviews and the payment of any outstanding fees, by following the offboarding instructions on the Platform or by emailing support@elephants.inc. Where we are required to send fiat or Virtual Assets to an address other than your Account on closure, we may charge a one-off administrative fee of USD 25 (or its equivalent in local currency). Nothing in this Section 2.7 limits any remedy you may have under Section 11 (Disclaimers, Limitation of Liability and Indemnification) or Section 13.15 (Mandatory Statutory Rights) where we close your Account, restrict your access or change the Services otherwise than in accordance with this Section 2.7 and Section 8.

3. The Services

3.1 Description of the Services. The Services comprise the Account and Wallet, the Conversion Services, the Elephants Inc Card, the Rewards Program, the AI Services, the Virtual Accounts and the Remittance Services. The terms governing each of these Services are set out in the Service Schedules at Schedule 3 (Service Schedules), each of which forms part of this Agreement and is incorporated into it by reference under Section 1.5. In the event of any conflict between this Section 3 and a Service Schedule in respect of a particular Service, the Service Schedule prevails in respect of that Service.

3.2 Availability. The Services, and individual features within them, are made available only in the jurisdictions and to the categories of user identified in the applicable Service Schedule and Schedule 1 (Group Entity Structure), and only where you have completed the onboarding and verification required for the relevant Service. We may add, modify, suspend or discontinue any Service or feature in accordance with Section 1.4.

3.3 Service Schedules. The Service Schedules comprise: Schedule 3-A (Account and Wallet); Schedule 3-B (Conversion Services); Schedule 3-C (The Elephants Inc Card); Schedule 3-D (Rewards Program); Schedule 3-E (AI Services); Schedule 3-F (Virtual Accounts) and Schedule 3-G (Remittance Services). We may issue, amend or withdraw a Service Schedule from time to time in accordance with Section 1.4.

4. Partner Services and Third-Party Content

4.1 Use of Partners. Certain features of the Services are powered, provided or hosted by third-party Partners (each, a "Partner Service"). Your use of a Partner Service is governed by the terms of service of the relevant Partner, which are incorporated into this Agreement by reference. A current list of our Partners and links to their respective terms is maintained in Schedule 2 (Partner Register).

4.2 Limited Agency. You acknowledge that we may be required to create accounts, or to interface, with Partners on your behalf to provide the Services. You appoint Elephants Inc as your limited agent for the purpose of (i) creating and managing accounts with Partners in your name, (ii) accepting Partner Terms on your behalf, and (iii) transmitting Onboarding Information and transaction data to such Partners as required to enable the functionality of the Services. We do not control, and are not responsible for, the availability, security or performance of Partner Services. Any breach by you of a Partner Term may result in the suspension of your access to the Services or a particular Partner Service.

4.3 Updates to Partner Terms. You acknowledge that Partners may update their terms of service, privacy policies and acceptable-use policies from time to time. It is your responsibility to review the Partner Terms regularly. Your continued use of the Services following any update by a Partner constitutes your acceptance of the updated Partner Terms. We may modify or update Schedule 2 at any time to reflect changes in our Partners. Material changes to our Partner list will be notified through the Platform or by email. Continued use of the Services following an update to Schedule 2 constitutes your acceptance of the revised Partner list and Partner Terms.

4.4 Third-Party Content. In using the Services, you may view content or services provided by third parties, including links to websites and services of such parties ("Third-Party Content"). We do not control, endorse or adopt any Third-Party Content. We have no responsibility for Third-Party Content, including (without limitation) material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable in your jurisdiction. Your dealings with such third parties are solely between you and the third party, and we are not responsible or liable for any loss or damage of any kind arising from such dealings or your use of any Third-Party Content.

4.5 Partner Disclaimer. You neither have any direct contractual relationship with our Partners (except as expressly agreed) nor do our Partners owe any duty of care to you (except as expressly agreed). Our Partners do not act as your trustee, escrow agent or stakeholder, and have no contractual obligation to keep fiat or Virtual Assets in the Wallet segregated from our other accounts maintained with the Partners, except as expressly provided in the Partner Terms.

5. Prohibited Activities

5.1 General. You agree that you will not engage, and will not allow any other person to engage, in any of the following activities in connection with the Platform or the Services (collectively, the "Prohibited Activities"). The list below is illustrative and is not exhaustive.

5.2 Illegal and Fraudulent Conduct. You will not use the Platform or the Services to:

1. engage in any unlawful, fraudulent or immoral activity, including money laundering, terrorism financing, fraud, bribery, corruption, tax evasion, market manipulation, insider dealing, or sanctions evasion;

2. process payments that you know or reasonably suspect to be fraudulent, including payments where authorisation was obtained through fraud, deception or misrepresentation, payments with forged, stolen or unauthorised payment credentials, or transactions that were not originated from legitimate agreements between you and your customers;

3. engage in or facilitate any form of payment fraud, including card-not-present fraud, identity theft, account takeover, advance-fee scams, romance scams, investment fraud schemes, phishing operations or social engineering attacks;

4. process payments for fake goods, non-existent products, services that are not delivered, or other deceptive marketing practices;

5. provide false, misleading or inaccurate information, including in your Onboarding Information; impersonate any person or entity; or misrepresent your identity, affiliation or beneficial ownership;

6. conceal or misrepresent the true origin of fiat or Virtual Assets, or use mixers, tumblers or other anonymisation or obfuscation services to obscure transaction history;

7. engage in or facilitate any Ponzi scheme, pyramid scheme, multi-level marketing program or similar arrangement;

8. transact with any person, entity or jurisdiction that is the subject of comprehensive sanctions administered by any Sanctions Authority; or

9. continue to process payments after becoming aware of suspicious or potentially fraudulent activity, or fail to implement reasonable fraud-prevention and transaction-monitoring controls appropriate to your business.

5.3 Platform Misuse. You will not:

1. use the Platform or Services to send spam, unsolicited messages, or any auto-generated content;

2. damage, disable, overburden or impair the Platform or the Services, or interfere with any other user's use of the Platform or Services;

3. upload, transmit or distribute any virus, trojan, worm, malware, logic bomb or other harmful code;

4. use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform or to extract data;

5. attempt to bypass, circumvent or interfere with any security feature, geolocation control, sanctions screening control or compliance control implemented by us or by a Partner (including through the use of VPNs, proxy services or other anonymisation tools);

6. attempt to obtain the source code of the Platform through reverse engineering, decompilation or disassembly, or otherwise infringe our intellectual property rights;

7. develop any third-party application that interacts with the Services without our prior written consent;

8. use, or attempt to use, another person's Account, credentials or device without authorisation; or

9. show abusive, harassing or threatening behaviour towards our personnel, our Partners or our other users.

5.4 Restricted Categories. You will not use the Platform, the Services or the Elephants Inc Card in connection with any of the following:

1. counterfeit goods, including counterfeit identification documents;

2. purchases from Tor-based or darknet marketplaces, or from any other site or service facilitating the sale of illegal goods (even where legal goods are also available);

3. sale of narcotics, controlled substances, drug paraphernalia, pseudo-pharmaceuticals, or any substance designed to mimic the effect of illegal narcotics;

4. unauthorised online pharmaceutical or prescription services;

5. sale of weapons, munitions, gunpowder, explosives, fireworks, or toxic, flammable or radioactive materials;

6. operation of a medical or recreational cannabis dispensary or related business in a manner not permitted under Applicable Law;

7. sale of tobacco, e-cigarettes, e-liquids or other age-restricted goods or services in breach of Applicable Law;

8. manufacture, distribution or sale of pornography or other obscene material; or any service relating to sex work (including escort services or adult live-chat features);

9. content, goods or services that promote, cause or further hate, violence, racism or religious persecution;

10. illegal gambling or unlicensed gaming services;

11. stolen goods (including digital and virtual goods);

12. operating, holding yourself out as, or acting in the capacity of, a money-services business, payment-services business, remittance business, money-changing or currency-exchange business, virtual asset service provider, payment-processing business, prepaid-card programme manager or similar regulated payment-related business, in respect of any other person, whether or not licensed;

13. receiving, holding, transferring, remitting, exchanging or otherwise dealing with fiat or Virtual Assets on behalf of any third party on a custodial, nominee, pooled, agency, escrow or fiduciary basis, or using your Account, Wallet, Virtual Account, Card or any other Service to receive, hold or pass through funds for any person other than yourself; or

14. any other activity that we, the Issuer, our Partners or any Card Network determines to be inappropriate.

For the avoidance of doubt, the restrictions in this Section 5.4 on operating as a money-services business or on receiving, holding, transferring, remitting, exchanging or otherwise dealing with funds on behalf of any third party do not prohibit you from using your Account, Wallet, Virtual Account or Card to receive payments from your own customers, clients, counterparties or other payers in respect of goods or services that you supply to them, where the funds, upon receipt, become your own property and are not held by you for or on behalf of any other person.

5.5 Activities Requiring Our Prior Approval. In addition to the Restricted Categories in Section 5.4, the following activities require our express prior written approval before you may transact through the Platform or the Services in connection with them. We may grant, withhold or revoke such approval at our sole discretion, including by reference to the requirements of the Issuer, our Partners and any Card Network. The activities requiring prior approval include (without limitation):

1. delivery of future services, including airline tickets, travel-agency services, hotel bookings, event ticketing and other services involving extended delivery timelines;

2. collection of donations as a charity, non-profit or fundraising organisation;

3. debt-collection, lending, factoring, invoice-discounting, peer-to-peer lending or other credit-related business;

4. internet pharmacies, prescription-drug or medical-device sales, or referral services to any of the foregoing;

5. virtual-asset exchanges, virtual-asset brokerage, virtual-asset OTC desks, and other virtual-asset-business activities beyond ordinary-course business use of the Services;

6. adult material that is legal in the user's jurisdiction (legal pornography, adult products and similar);

7. dealing in jewels, precious metals and stones;

8. acting as a money transmitter, money service business, payment institution or remittance dealer; selling stored-value cards; selling stocks, bonds, securities, options, futures (forex) or any investment interest; or providing escrow services;

9. sale of alcoholic beverages, non-cigarette tobacco products or other age-restricted goods (in jurisdictions in which the sale is otherwise lawful);

10. gambling, gaming, sports betting, fantasy sports, lottery tickets, sweepstakes, prize competitions and other activities involving an entry fee and a prize, in each case in jurisdictions in which such activities are permitted; and

11. such other categories of activity as we designate from time to time as requiring prior approval.

You acknowledge that operating in any of the categories in this Section 5.5 without our prior written approval is a breach of this Agreement; that, even with approval, the relevant activity remains subject to our ongoing monitoring and to any conditions we impose; and that we may revoke any approval previously given at any time and in our sole discretion.

5.6 Consequences of Breach. If you engage in any Prohibited Activity (including any activity in Section 5.4 or any approval-required activity in Section 5.5 conducted without our prior written approval), we may (in our sole discretion and without notice) suspend or close your Account, freeze the fiat and Virtual Assets in your Wallet, refuse or reverse any Account Transaction or Card Transaction, terminate this Agreement, and report your conduct to the relevant law-enforcement, regulatory or tax authorities. We may also retain a portion of your fiat or Virtual Assets sufficient to cover any actual or anticipated loss, fine or penalty arising from your conduct.

5.7 Approved regulated use. Where you are yourself a regulated business and your use of the Services would, but for this paragraph, be restricted by Section 5.4 or by the corresponding provisions of Schedule 3-A.11 (Use of Wallet and Account by Third Parties), Schedule 3-F.10 (Use of VAN by Third Parties) or Schedule 3-G.11 (Use of Remittance Services by Third Parties), the restrictions do not apply provided that (a) you have disclosed to us, as part of your onboarding and on an ongoing basis, the nature of your business and your regulatory authorisations (including the identity of each regulator, the scope of each authorisation, the jurisdictions in which you operate, and any conditions imposed on those authorisations); (b) we have approved your use of the Services for that business in writing (including by accepting your KYB onboarding on the basis of that disclosure); (c) you continue at all times to hold the relevant authorisations and to operate within their scope and any conditions; (d) you notify us promptly of any change to your authorisations, any regulatory action against you, or any material change in the nature of your business; and (e) you comply with any additional conditions, limits, monitoring requirements or enhanced due diligence requests we impose in connection with that approval. We may withdraw, suspend or vary our approval at any time in our sole discretion, including (without limitation) where you cease to meet any of conditions (a) to (e), where your regulatory authorisations are revoked, suspended or limited, or where we consider that the continued provision of the Services for that business exposes us, our Supporting Entities or our Partners to risk that is not commercially or operationally acceptable.

6. Representations, Warranties and Covenants

6.1 By the User. You represent, warrant and covenant to us, on each date on which you access or use the Services, that:

1. you comply with all Applicable Law in each jurisdiction in which you operate, including (without limitation) sanctions, AML / CFT laws, securities and commodities laws, licensing requirements, consumer-protection laws and tax laws;

2. to the extent you receive fiat or Virtual Assets from third parties, such receipt is based on lawful activity, and you have conducted all due diligence required by Applicable Law in respect of such third parties before placing the relevant fiat or Virtual Assets with us;

3. you will not use the Services for any unlawful activity, including (without limitation) illegal gambling, money laundering, fraud, blackmail, extortion, ransomware, the financing of terrorism, or any Prohibited Activity;

4. you are currently, and will remain at all times, in good standing with all relevant governmental agencies and regulatory authorities in each jurisdiction in which you do business, and you will notify us promptly if you cease to be in good standing with any such authority;

5. you will promptly provide such information as we may reasonably request from time to time regarding (i) your policies, procedures and activities in connection with the Services, and (ii) any transaction effected through the Services, to the extent reasonably necessary to comply with Applicable Law, or with the guidance, direction or request of any regulator or financial institution;

6. you either own, or possess lawful authorisation in respect of, all fiat and Virtual Assets used in connection with the Services;

7. there is no claim pending or, to your best knowledge, threatened, and no lien, encumbrance, security interest or third-party right exists, in each case that may adversely affect any delivery of fiat or Virtual Assets made by you under this Agreement;

8. you own the fiat and Virtual Assets in your Account free and clear of all liens, claims, security interests and encumbrances, and have all rights necessary for us to perform our obligations under this Agreement;

9. you have the full capacity and authority to enter into and be bound by this Agreement, and the person executing or otherwise accepting this Agreement for you (if you are an entity) has the legal capacity and authority to do so;

10. all information provided by you during onboarding is complete, true and accurate in all material respects, including in respect of your beneficial ownership and your primary address; no material information has been excluded; and no other person or entity has an ownership interest in your fiat or Virtual Assets except as disclosed during onboarding; and

11. you are not, and are not owned or controlled (in whole or in part) by, any person or entity that is (i) the subject of any sanctions administered or enforced by any Sanctions Authority, (ii) identified on the Denied Persons, Entity or Unverified List of the U.S. Department of Commerce's Bureau of Industry and Security or any equivalent list maintained by any Sanctions Authority, or (iii) located, organised or resident in any country or territory that is, or whose government is, the subject of comprehensive sanctions administered by any Sanctions Authority (which, as at the date of this Agreement, include without limitation the Crimean, Donetsk and Luhansk regions of Ukraine, Cuba, Iran, North Korea and Syria).

6.2 By the Company. We represent and warrant to you that (i) we are duly organised, validly existing and in good standing under the laws of our jurisdiction of incorporation, have all corporate powers required to carry on our business as now conducted, and are duly qualified to do business in each jurisdiction where such qualification is necessary, and (ii) we have the full capacity and authority to enter into and be bound by this Agreement.

6.3 Notification. Without limiting either party's rights or remedies, you must notify us immediately if, at any time after entering into this Agreement, any of the representations, warranties or covenants made by you fails to be true and correct as if made at and as of such time. The notice must describe in reasonable detail the representation, warranty or covenant affected, the circumstances giving rise to such failure, and the steps you have taken or propose to take to rectify the failure.

7. General Risk Factors

7.1 Acknowledgement. By using the Services you represent and warrant that:

1. you are a sophisticated business user that fully understands the use, holding and trading of Virtual Assets and related protocols, as well as the benefits and risks of doing so;

2. you have made your own independent assessment of the suitability of the Services for your business purposes, without reliance on any representation, statement or guarantee made by us other than as expressly set out in this Agreement;

3. you have the experience, knowledge, resources and internal controls required to use the Services and to manage the risks associated with them;

4. you are capable of bearing the economic risk of using, holding and transacting in Virtual Assets, including the risk of total loss of any fiat or Virtual Assets held in your Account; and

5. you assume all liability and responsibility for determining whether your use of the Services is lawful in each jurisdiction in which you operate or carry on business.

You acknowledge the risks set out below. This list is not exhaustive.

7.2 Specific Risks. Risks of which you should be particularly aware include the following.

Technology risk. Hardware, software or network connections required to interact with the Platform may fail or be compromised by malware, unauthorised access or malicious attacks. Third parties may obtain unauthorised access to your credentials, your Account or the Services. We are not liable for any communication failure, disruption, error, distortion or delay arising from your use of the Services, however caused, except to the extent caused by our negligence or breach.

Network risk. Forks, unknown vulnerabilities in, and unanticipated changes to, any blockchain network protocol may cause loss to you. We have no control over any blockchain network and we are not liable for any harm arising from any such network event.

Stablecoin de-pegging risk. Stablecoins may lose their peg, may not be redeemable for the underlying fiat currency at par or at all, and may suffer issuer or reserve risk. We are not the issuer of any stablecoin and we do not guarantee the stability, value, convertibility or redemption of any stablecoin.

Volatility risk. The price of Virtual Assets is volatile and unpredictable, may fluctuate significantly and rapidly, and may drop to zero. You may incur substantial losses over short periods. Past performance is not indicative of future performance.

Irreversibility risk. Transactions in Virtual Assets may be irreversible once submitted to the relevant blockchain network. Losses due to fraudulent or accidental transactions may not be recoverable. If you send Virtual Assets to an incorrect address, you may lose access to those Virtual Assets temporarily or permanently.

Liquidity risk. Under certain market conditions you may be unable to liquidate a position or may only be able to do so at a price materially different from the prevailing price. Placing contingent orders does not guarantee the execution price.

Infrastructure Provider risk. The Wallet is operated by the Company using technical infrastructure and account services provided by regulated or institutional grade third-party Partners. The integrity of the Wallet depends in part on the systems, controls and operational integrity of those Partners as well as the Company’s own systems. Losses may occur as a result of cyber-attacks, theft, operational failures, errors or omissions affecting the Company or its Partners. The Wallet is not covered by any deposit-protection or investor-compensation scheme. Where your Wallet Balance is composed in part of Acceptable Tokens (including stablecoins), the value of the Acceptable Token component depends on the integrity, solvency and operational performance of the issuer of the relevant Acceptable Token and the Wallet Infrastructure Provider. A failure of any such issuer or Provider, including a depegging event in respect of a stablecoin, may cause the value of your Wallet Balance to differ from the displayed amount and may result in losses that are not recoverable.

Regulatory risk. Legislative, judicial and regulatory developments at the national, regional or international level may adversely affect the use, transfer, exchange and value of Virtual Assets and your ability to access the Services. Laws, regulations, policies and rules may be implemented that restrict or prohibit your interaction with us or your ability to use, transfer or exchange Virtual Assets.

Sanctions risk. Sanctions regimes and lists are updated frequently. Compliance with sanctions may require us to freeze, deduct, convert or transfer fiat or Virtual Assets in your Wallet, or to suspend, restrict or terminate your Account.

Acceptance risk. There can be no assurance that any person who accepts a Virtual Asset as payment today will continue to do so in the future. The value of a Virtual Asset is derived in part from the continued willingness of market participants to exchange fiat currency for it.

Operational risk. The Services may experience operational failures, errors, omissions or delays. We do not guarantee that the Services will be uninterrupted, error-free or available at all times. We may suspend or restrict access to the Services at any time and for any reason.

Force majeure. Events outside our reasonable control (including natural disasters, acts of government, war, terrorism, labour disputes, technological breakdowns and network failures) may delay, disrupt or prevent the provision of the Services. We are not liable for any loss arising from such events.

7.3 No Reliance on Information. The content on the Platform is provided for general information only. You should seek independent professional advice before taking, or refraining from, any action on the basis of any content on the Platform. We do not provide investment, tax, legal or other professional advice in connection with the Services.

8. Suspension, Termination and Account Inactivity

8.1 Right to Suspend, Restrict or Terminate. We may suspend, restrict or terminate your access to all or any part of the Services, freeze, cancel or close your Account or Wallet, refuse or reverse any Card Transaction or Account Transaction, or terminate this Agreement, in each case where it is reasonably necessary to protect our legitimate interests, the interests of other users, the integrity of the Platform, or to comply with Applicable Law, and including (without limitation) where:

1. you have breached this Agreement, any Supplemental Agreement, any Partner Term or any Applicable Law;

2. we have reasonable grounds to suspect that you have engaged or may engage in any unlawful or Prohibited Activity, including any sanctions evasion, fraud or money-laundering activity;

3. we have reasonable grounds to suspect that your Account has been compromised, that there has been unauthorised access to your Account, or that there is a risk of fraud or other illicit use of the Services;

4. we are required to do so by Applicable Law, by a court or by a regulatory authority;

5. a Partner whose services support the Services to you is unable or unwilling to continue to support your Account or has notified us that it intends to terminate or has terminated the Partner Service in respect of you;

6. your customer-risk profile, as assessed under our internal risk-monitoring policies applied on a reasonable and non-discriminatory basis, has materially deteriorated such that continued provision of the Services to you would expose us, our Supporting Entities or our Partners to risk that is not commercially or operationally acceptable, having regard to factors including (without limitation) adverse-media findings, sanctions screening outcomes, regulatory enquiries directed at you, repeated suspicious-transaction patterns, and Partner refusal to continue supporting your Account; or

7. you have not provided, within the time period notified to you, documentation, information or responses that we have requested under our Compliance Program, including (without limitation) in connection with enhanced due diligence, source of funds, source of wealth, sanctions screening, or KYC / KYB review.

Through its Partners, Elephants Inc may continue to debit your Wallet Balance for any amount or charge incurred in or in connection with Card Transactions effected before or after termination. Suspension or termination does not absolve you of any liability or obligation that has accrued before such suspension or termination.

8.2 Notice. Where we suspend or close your Account, or terminate your use of the Services, we will notify you as soon as reasonably practicable, and where the action is taken under Section 8.1(f) (risk-deterioration), we will use reasonable efforts to give you at least fourteen (14) days’ advance notice unless an earlier effective date is reasonably necessary to protect the interests identified in Section 8.1. For action taken under any other limb of Section 8.1, including (without limitation) where there is suspected fraud, sanctions exposure, regulatory direction, court order, suspected unauthorised access, or material breach of this Agreement, advance notice may not be reasonably practicable and we may proceed without prior notice, in which case we will notify you as soon as we are able to do so. We may be prohibited from notifying you of the reasons for suspension, restriction or termination by a court order, regulatory direction or other legal process; in such cases, our notification will be limited to what we are permitted to disclose.

8.3 Account Inactivity. We may log off or deactivate Accounts that have been inactive for six (6) months or longer. In the case of a reactivation, we may charge a reactivation fee. An Account will be considered dormant after twelve (12) months without transaction activity. We may impose and charge a monthly inactivity fee, which will be deducted from any available balance in the dormant Account within the first week of each month. No negative balance will be incurred from inactivity fees if there is no available balance. We may apply these fees without prior notice.

8.4 Closure for Loss of Contact. If your Account remains suspended or inactive for more than one hundred and eighty (180) days and we are unable to contact you using the contact details on record, we may close the Account in accordance with Applicable Law. Closure of your Account does not extinguish your entitlement to any fiat or Virtual Assets held in your Wallet at the date of closure. We will continue to safeguard any such fiat and Virtual Assets in accordance with this Agreement and Applicable Law, and will return them to you on request following verification of your identity, subject to any deduction permitted under this Agreement and to any KYC, sanctions or other compliance checks required before a return can be made. Where we are unable to return your fiat or Virtual Assets to you, and they remain unclaimed for the period prescribed by Applicable Law, we may deal with them as required by the unclaimed-property, dormant-account or equivalent law applicable to you, including by remitting them to the relevant authority.

8.5 Remaining Balance. Withdrawal of the remaining balance from a suspended or closed Account may be subject to additional identification, verification and fraud-prevention steps. Where withdrawal is possible, the relevant Partner will have full discretion as to the method by which you receive such balance, and we may extend the deadline for approval or prohibit withdrawal where we detect, or there are indications of, fraudulent or illegal activity. If you cannot access your Account, you must contact us at support@elephants.inc to process the transfer of funds. We and the Partners reserve the right to retain funds for a specified period under certain conditions.

8.6 No Compensation. You are not entitled to any payment, damages or compensation for any suspension, restriction or termination of your access to or use of the Services that we take in accordance with Section 8.1, and suspension, restriction or termination does not absolve you of any accrued liability. This Section 8.6 does not limit any remedy you may have under Section 11 (Disclaimers, Limitation of Liability and Indemnification) or Section 13.15 (Mandatory Statutory Rights) where we suspend, restrict or terminate your access to or use of the Services otherwise than in accordance with Section 8.1.

8.7 Refund. On termination of your Account by you, you are eligible to receive a refund of your Wallet Balance, subject to compliance with Applicable Law, completion of any required verification, deduction of any fees and avoidance of any negative balance. The method of refund (e.g. on-chain transfer, bank transfer or cheque) is at our discretion. Refunds may be subject to time limits prescribed by Applicable Law.

9. Insolvency, Dissolution and Change of Control

9.1 Notice. You must notify us promptly (and in any event within 5 Business Days) upon the occurrence of any of the following events in respect of you:

1. the commencement of any insolvency, bankruptcy, winding-up, liquidation, administration, receivership, moratorium, scheme of arrangement or analogous proceeding in respect of you (whether voluntary or involuntary);

2. the appointment of any liquidator, administrator, judicial manager, receiver, trustee in bankruptcy or similar officeholder over you or any material part of your assets;

3. your dissolution, deregistration, striking-off or other cessation of corporate existence; or

4. any change in your UBOs, control, name, registered office, directors or officers, or in any other material aspect of your Onboarding Information.

9.2 Suspension on Insolvency. On receipt of notice under Section 9.1(a), (b) or (c), or on our independent becoming aware of any such event, we may (without prejudice to any other right we have under this Agreement or Applicable Law) suspend or close your Account, freeze the fiat and Virtual Assets in your Wallet, suspend or terminate any Team Card, and require additional documentation before processing any further Instruction, in each case in accordance with this Agreement and Applicable Law.

9.3 Change of Control. A change of control of you, or a material change in your UBOs, may require fresh KYB onboarding of you and fresh KYC verification of any new UBOs, directors or officers before the Account can continue to be used. We may refuse to permit continued use of the Services pending completion of that re-onboarding. We are not obliged to continue providing the Services to you on or following a change of control.

9.4 Dealings with Officeholders. We may, in our sole discretion, deal with any duly appointed liquidator, administrator, receiver, trustee or other insolvency officeholder in respect of you on receipt of such documentation as we may require to verify their appointment and authority. Any such dealing is subject to and conditional on satisfaction of our Compliance Program, Applicable Law and the terms of this Agreement. We may suspend the operation of your Account pending receipt of such documentation.

9.5 Liability. We are not liable for any loss arising from the operation of, or any delay in operating, this Section 9, except to the extent caused by our gross negligence or wilful misconduct. The provisions of Section 11 (Disclaimers, Limitation of Liability and Indemnification) apply to this Section 9.

10. Intellectual Property

10.1 Ownership. We are the owner of the Services, the Platform and all intellectual property rights therein, or have been granted a licence to use such intellectual property by our licensors. You may not, and may not permit any third party to, use, copy, distribute, disclose, sell, transfer, display, broadcast, reverse engineer, modify or develop derivative works from any intellectual property relating to the Services, the Platform or Elephants Inc, except as expressly permitted in this Agreement.

10.2 Trademarks. All trademarks, service marks and logos used on the Platform, whether owned by us, our affiliates or our third-party licensors, are their exclusive property. No right to use any such trademark, service mark or logo is granted under this Agreement.

10.3 Limited Licence. Provided that you comply with this Agreement, we grant you a limited, non-transferable, non-exclusive licence to use the Services on your Enabled Device, and to use any content made available to you through the Services, solely for the purposes contemplated by this Agreement. All other rights are reserved.

10.4 User Content. You may submit content to the Platform — such as profile information, comments, questions, support tickets and other materials ("User Content"). You retain ownership of your User Content. By submitting User Content through the Services, you grant us a worldwide, royalty-free, sublicensable, transferable, perpetual, irrevocable and non-exclusive licence to use, reproduce, modify, publish and display the User Content, including to make derivative works and to use your name, voice and likeness as part of that content across all media for the operation of the Services and our related business activities, subject to our Privacy Policy.

10.5 Feedback. You may choose to, or we may invite you to, submit comments, suggestions or ideas about the Services ("Feedback"). Any Feedback you provide is gratuitous, unsolicited and without restriction. By submitting Feedback you grant us a worldwide, perpetual, irrevocable, transferable, sublicensable, fully-paid and royalty-free licence to use and exploit the Feedback for any purpose without obligation to you.

10.6 Open Source. Certain components of the Platform may be subject to open-source or other specific licences. In case of inconsistency between this Agreement and the licence of any such component, the licence of that component will govern your use of that component.

11. Disclaimers, Limitation of Liability and Indemnification

11.1 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, DATA ACCURACY OR QUIET ENJOYMENT. WE DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, SECURE, COMPLETE, FREE OF HARMFUL CODE OR ERROR-FREE; THAT THE SERVICES WILL BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, ENVIRONMENT OR OTHER SERVICE; OR THAT ANY DEFECT WILL BE CORRECTED.

11.2 Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ELEPHANTS INC, ITS AFFILIATES, ITS SUPPORTING ENTITIES, ITS PARTNERS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE TO YOU OR TO ANY THIRD PARTY: (A) FOR ANY LOSS, DAMAGE OR CLAIM (I) ARISING FROM ANY UNUSUAL OR UNFORESEEABLE EVENT OUTSIDE OUR REASONABLE CONTROL THE CONSEQUENCES OF WHICH COULD NOT HAVE BEEN AVOIDED EVEN IF ALL DUE CARE HAD BEEN EXERCISED (INCLUDING FORCE MAJEURE, WAR, CIVIL UNREST, NATURAL DISASTER, STRIKE, LOCK-OUT, TRAFFIC DISRUPTION OR ACTS OF DOMESTIC OR FOREIGN GOVERNMENTAL AUTHORITIES), OR (II) ARISING FROM OR IN CONNECTION WITH ANY DELAY, SUSPENSION, DISCONTINUANCE OR FAILURE OF THE PLATFORM OR THE SERVICES, ANY REJECTION OF THE ELEPHANTS INC CARD, ANY REFUSAL TO PROCESS OR AUTHORISE A TRANSACTION FOR ANY REASON, YOUR INABILITY TO EFFECT OR COMPLETE A TRANSACTION DUE TO SYSTEM MAINTENANCE, BREAKDOWN OR UNAVAILABILITY OF THE PLATFORM OR ANY NETWORK, HARDWARE OR SOFTWARE (WHETHER OURS OR THAT OF ANY THIRD PARTY), THE USE OF YOUR ENABLED DEVICE OR THE SERVICES BY THIRD PARTIES (AUTHORISED OR UNAUTHORISED), OR THE THEFT OR LOSS OF YOUR ENABLED DEVICE; OR (B) FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR NOT, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY EVENT, AND SUBJECT TO THE FOLLOWING SENTENCE, OUR TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES IN ANY 12-MONTH PERIOD SHALL BE LIMITED TO THE GREATER OF (A) USD 50,000 (FIFTY THOUSAND UNITED STATES DOLLARS), OR (B) THE AGGREGATE FEES PAID BY YOU TO YOUR CONTRACTING ENTITY IN THE 12 MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. THE FOREGOING LIABILITY CAP DOES NOT APPLY TO, AND OUR LIABILITY SHALL NOT BE LIMITED IN RESPECT OF, (I) OUR FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT; (II) OUR BREACH OF OUR EXPRESS CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT; (III) ANY LIABILITY ARISING FROM A PERSONAL DATA BREACH CAUSED BY OUR FAILURE TO IMPLEMENT THE TECHNICAL AND ORGANISATIONAL MEASURES REQUIRED OF US UNDER APPLICABLE DATA-PROTECTION LAW; OR (IV) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW (INCLUDING ANY LIABILITY FOR FRAUD, DEATH OR PERSONAL INJURY RESULTING FROM GROSS NEGLIGENCE OR UNLAWFUL MISCONDUCT).

11.3 Third-Party Service Providers. We are not liable for the acts or omissions of any third-party service provider instructed by us. Our liability in respect of any such third-party service provider is limited to using reasonable care in the selection, appointment and instruction of such service provider.

11.4 Indemnification. You agree to indemnify and hold harmless Elephants Inc, its Supporting Entities and its Partners, and each of their respective officers, directors, employees, agents and representatives (each, an "Indemnified Person"), from and against any third-party claim, demand, action or proceeding made against any Indemnified Person (including reasonable attorneys’ fees and any fine, fee or penalty imposed by any regulatory authority) arising out of or resulting from (i) your wilful or negligent breach of this Agreement, any Supplemental Agreement or any Partner Term, (ii) your violation of any Applicable Law or any sanctions instrument, (iii) your fraud, gross negligence or wilful misconduct in connection with the Services, or (iv) your infringement of any intellectual property or other proprietary right of any third party in connection with your use of the Services. Indemnification under this Section 11.4 is conditional on the relevant Indemnified Person (a) notifying you promptly of any claim in respect of which indemnity is sought, (b) granting you (or, where multiple Indemnified Persons are concerned, the Contracting Entity acting on their behalf) reasonable opportunity to consult on the defence of the claim, and (c) not settling any claim without your prior consent (not to be unreasonably withheld), in each case to the extent that such notification, consultation or consent does not prejudice the conduct of any defence or any obligation under Applicable Law. We will indemnify and hold you harmless on an equivalent basis from and against any third-party claim against you arising directly from (i) our fraud, gross negligence or wilful misconduct, (ii) our breach of our express confidentiality obligations under this Agreement, or (iii) any third-party intellectual property infringement claim arising from your use of the Platform or the Services in accordance with this Agreement (excluding any claim caused by your modification of the Platform, your combination of the Platform with any third-party product not authorised by us, or your use of the Platform outside the scope of this Agreement).

12. Dispute Resolution and Arbitration

12.1 Internal Complaints Process. If you have a dispute with us (a "Complaint"), you agree to first contact our support team at support@elephants.inc to seek an amicable resolution. This step must precede any arbitration claim or court proceedings. Failure to engage in this initial process may lead to a request to dismiss your claim until the procedure is followed. We will conduct an initial investigation into the dispute and you agree to cooperate reasonably, including by providing such information as we may reasonably require. If we determine that you owe an amount due to error, fraud or other reason, you agree to make the appropriate payment within forty-five (45) days. If we determine that we owe you, payment will be made to you within the same timeframe. If the dispute is not resolved internally within sixty (60) days, both parties agree to proceed to arbitration in accordance with this Section 12.

12.2 Card Transaction Disputes and Chargebacks. If you have a dispute about a Card Transaction or need to request a chargeback (a "Card Dispute"), you must contact us at support@elephants.inc promptly, and in any event no later than 90 days after the relevant Card Transaction date. We will assist in resolving the Card Dispute or forward your request to the relevant Partner or Card Network for processing in accordance with the rules of the relevant Card Network. You must follow any procedures of the Card Network, including by providing a detailed written explanation, transaction receipts and any other documentation reasonably required. Our Partners may apply a fee for processing a chargeback. Failure to report a Card Dispute within 90 days will be deemed a waiver of your right to do so and acceptance of the Card Transaction as valid. We do not represent or guarantee the outcome of any Card Dispute or chargeback request, and we are not obliged to process any Card Dispute under this Agreement.

12.3 Investigation; Set-Off. We and the Issuer have the authority to investigate any Card Dispute. In the event of an investigation by us, the Issuer, a Partner or a competent authority, you agree to cooperate by providing any additional information or documentation reasonably requested. If evidence reasonably concludes that any Card Dispute is the result of your wilful default, fraud, negligence or breach of this Agreement, you authorise us to debit the Wallet for the amount of the Card Dispute and any associated charges or fees. Fees incurred by us, our Partners or the Card Network for processing Card Disputes or chargeback requests will be charged to your Wallet Balance or billed to you separately and are non-refundable.

12.4 Arbitration. Subject to Section 12.1 and Section 13.15 (Mandatory Statutory Rights), any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach, termination or your use of the Services or the Platform (a "Dispute"), shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Center ("SIAC") in accordance with the SIAC Arbitration Rules for the time being in force, which Rules are deemed incorporated by reference into this clause, with Singapore as the seat of the arbitration. The tribunal shall consist of one arbitrator appointed in accordance with the SIAC Rules. The language of the arbitration shall be English. The arbitration shall be conducted on a strictly confidential basis.

12.5 Arbitration Costs. In the event of arbitration, you agree and authorise us to deduct USD 500 from your Wallet Balance towards arbitration costs, which amount will be credited back to your Wallet Balance if you are the prevailing party. The parties shall otherwise bear their own legal fees and costs in arbitration unless the arbitrator finds that the substance of a Dispute or the relief sought was frivolous or brought for an improper purpose, in which case the arbitrator may award costs in accordance with the arbitration rules applicable under Section 12.4.

13. Miscellaneous

13.1 Entire Agreement. This Agreement, the Supplemental Agreements and any disclosures, notices or policies published on the Platform constitute the entire understanding and agreement between you and us in respect of the Services, and supersede all prior discussions, agreements and understandings (including any previous version of this Agreement). Section headings are for convenience only and do not affect interpretation. This Agreement is concluded in English and all communications, notices and information transmitted under this Agreement shall be in English.

13.2 Amendments. We may amend this Agreement from time to time in our sole discretion. We will notify you of any amendment through the Platform or by email. We may at any time change, add or remove any feature or functionality of the Platform without prior notice. By continuing to use the Services after an amendment takes effect, you agree to be bound by the amendment. If you disagree with any amendment, you must cease using the Services and may terminate your Account in accordance with Section 8.

13.3 Force Majeure. We are not responsible for any delay, failure or interruption in the performance of our obligations arising from any event beyond our reasonable control (a "Force Majeure Event"), including (without limitation):

1. acts of God and natural disasters (including earthquakes, floods, storms and other extreme weather events);

2. pandemics, epidemics or other public-health emergencies;

3. war, terrorism, armed conflict, civil unrest, riot, sabotage or insurrection;

4. acts, decisions, orders or restrictions of any governmental, regulatory or supervisory authority, including the imposition of sanctions, embargoes or capital controls;

5. any change in Applicable Law, or any action of any regulator, that renders the performance of any obligation under this Agreement impossible, unlawful or commercially impracticable in any jurisdiction relevant to the Services (a "Regulatory Force Majeure");

6. labour disputes, strikes, work stoppages or lock-outs;

7. fires, explosions and other industrial accidents;

8. failures, interruptions or disruptions of telecommunications, internet, power, hosting, payment, banking, settlement, blockchain or other infrastructure or networks (whether ours or that of any third party);

9. cyber-attacks, ransomware events, distributed denial-of-service attacks, malware, hacking and other malicious code or attacks;

10. blockchain network events, including Forks, validator failures, network congestion, 51% attacks and other consensus-layer events; and

11. acts or omissions of Partners, intermediary banks or any other third party on which the Services depend.

Such circumstances do not affect the validity and enforceability of the remaining provisions of this Agreement. We will use commercially reasonable efforts to notify you of any material Force Majeure Event affecting the Services and to resume performance as soon as practicable.

13.4 Assignment. You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent. We may assign rights or delegate duties under this Agreement at our sole discretion, including (without limitation) to any of our affiliates or to any successor in interest of any business associated with the Services, on notice to you. Any purported assignment in breach of this clause is null and void. Subject to the foregoing, this Agreement will bind and benefit the parties and their successors and permitted assigns.

13.5 Severability. If any provision of this Agreement is determined to be invalid or unenforceable under any rule, law or regulation, that provision will be modified and interpreted to accomplish its objectives to the greatest extent possible under Applicable Law, and the validity or enforceability of any other provision will not be affected.

13.6 Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including those relating to suspension or termination, Account closure, debts owed to us, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution and general provisions will survive the termination or expiration of this Agreement.

13.7 Third-Party Rights. This Agreement is entered into for the benefit of the parties only. A person who is not a party to this Agreement has no right to enforce any provision of this Agreement under the laws of British Columbia or Canada, or under any equivalent law of any other jurisdiction, including (without limitation) the Contracts (Rights of Third Parties) Act 2001 (Singapore), the Contracts (Rights of Third Parties) Ordinance (Cap. 623) (Hong Kong), the Contracts (Rights of Third Parties) Act 1999 (UK) and any equivalent legislation.

13.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to its conflict-of-laws principles. British Columbia is the governing law because Elephants Growth Tech Ltd, the Contracting Entity for the Services, is incorporated in Canada. Nothing in this Section affects any non-waivable right or protection available to you as a consumer under the law of your country of residence, to the extent such law applies to you and cannot be excluded by agreement.

13.9 Notices. Notices to us may be sent by registered post or courier to Elephants Growth Tech Ltd at its registered office in Canada, marked for the attention of the Legal Department, with an electronic copy to legal@elephants.inc. Notices to you may be sent to the contact details on record in your Account. Notices are deemed received on actual receipt by the intended recipient or, in the case of email, when the email is sent (provided that no bounce-back is received within 24 hours).

13.10 Tax. It is your responsibility to determine what, if any, tax applies in connection with your use of the Services, and to report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether tax applies to your transactions or for collecting, reporting, withholding or remitting any tax arising from your use of the Services.

13.11 Waiver. A failure or delay by us in enforcing, or partially enforcing, any provision of this Agreement is not a waiver of our rights. A waiver of any breach of this Agreement is effective only if given in writing and signed by us, and is not a waiver of any other or subsequent breach.

13.12 Relationship. You and we are independent contractors for the purposes of this Agreement. Nothing in this Agreement creates any partnership, joint venture, agency, trust or fiduciary relationship between us.

13.13 Contact. For additional information about Elephants Inc or the Services, to file a complaint, or to contact us in respect of any matter under this Agreement, you may write to us at support@elephants.inc. All formal legal documents and claims must be served on the correct Elephants Inc entity in accordance with Applicable Law.

13.14 No Recourse to Affiliates. Elephants Growth Tech Ltd alone is your Contracting Entity and is solely responsible for performing this Agreement and providing the Services to you. No other entity in the Elephants Inc group (including any Supporting Entity identified in Schedule 1, any holding company, sister company, parent, subsidiary or affiliate of Elephants Growth Tech Ltd, and the Partners identified in Schedule 2) has any liability or obligation to you under or in connection with this Agreement (other than, in respect of a Partner, any obligation under that Partner's applicable Partner Terms), and you have no claim or recourse against any such other entity in respect of any matter arising out of or in connection with this Agreement. Nothing in this Section 13.14 limits (a) the obligations of Elephants Growth Tech Ltd itself, (b) any guarantee or other commitment expressly given to you in writing by any other Elephants Inc group entity, or (c) any direct contractual rights you may have under Partner Terms with a Partner.

13.15 Mandatory Statutory Rights. Nothing in this Agreement is intended to exclude, restrict or modify any right, remedy, guarantee, condition or warranty conferred on you (or that we are required to comply with in respect of you) under any mandatory provision of Applicable Law in your jurisdiction of domicile, including (without limitation) consumer-protection law in Canada (including applicable provincial consumer-protection legislation), under the Australian Consumer Law (being Schedule 2 to the Competition and Consumer Act 2010 (Cth)) where it applies on a mandatory basis (including, for the avoidance of doubt, the unfair contract terms regime in Part 2-3 of the Australian Consumer Law), the Consumer Protection (Fair Trading) Act 2003 of Singapore, the Hong Kong Sale of Goods Ordinance (Cap. 26), the Supply of Services (Implied Terms) Ordinance (Cap. 457), and the Trade Descriptions Ordinance (Cap. 362), and the Unconscionable Contracts Ordinance (Cap. 458), in each case where they apply on a mandatory basis, and any analogous regime under the law of your jurisdiction of domicile. To the extent any provision of this Agreement is inconsistent with any such mandatory provision, this Agreement shall be read and applied subject to that mandatory provision, and the relevant provision of this Agreement shall be deemed modified to the minimum extent necessary to comply.

14. Definitions

"Acceptable Tokens" means the specific Virtual Assets that we accept for deposit into the Wallet, as published on the Platform from time to time. As at the date of this Agreement, the Acceptable Tokens include Tether (USDT) and USD Coin (USDC). We reserve the right to update this list at any time at our discretion.

"Account" means the account registered by a User to access the Platform and the Services.

"Account Transaction" means each transaction effected by using your Account on the Platform.

"Active Rewards" has the meaning given in Schedule 3-D.1(b).

"AI Services" has the meaning given in Schedule 3-E.

"Ele" means Elephants Inc's AI conversational assistant, being one of the AI Services, accessible through messaging channels (including WhatsApp and Telegram) and the App, as further described on the Platform from time to time.

"AML / CFT" means anti-money laundering and counter-terrorism financing.

"Applicable Law" has the meaning given in Section 2.3.

"App" means the mobile application software provided by Elephants Inc, compatible with Android and Apple iOS devices, including all content, services, updates, supplements, releases and versions available within or through the application.

"ATM" means an automated teller machine.

"Authorised Person" means any person authorised by you, or any person we reasonably believe to be authorised by you, to act on your behalf (including employees, administrators, beneficial owners and authorised representatives).

"Authorised User" has the meaning given in Schedule 3-C.12.

"Business Day" means any day other than a Saturday, Sunday or public holiday in Singapore (being the location of the Elephants Inc group operational hub) or in Toronto, Ontario, Canada (being the registered office of Elephants Growth Tech Ltd).

“Bulk Payment” has the meaning given in Schedule 3-G.2.

"Campaign Terms" has the meaning given in Schedule 3-D.1(b).

"Card Benefits" has the meaning given in Schedule 3-C.11.

"Card Data" means the primary account number (PAN), expiration date and security code of an Elephants Inc Card.

"Card Dispute" has the meaning given in Section 12.2.

"Card Issuance Services" means the card issuance services provided by the Issuer and the Card Program Manager that enable the issuance of the Elephants Inc Card to you under the relevant Card Network.

"Card Network" means any international credit, debit or card network applicable in respect of the Elephants Inc Card (including Visa and Mastercard).

"Card Transaction" means each transaction effected by using the Elephants Inc Card or its PIN.

"Complaint" has the meaning given in Section 12.1.

"Compliance Program" means our policies and procedures for collecting, verifying, recording and reporting information about you upon first accessing certain Services and on an ongoing basis, including KYC, KYB, KYT, AML / CFT and sanctions checks.

"Contracting Entity" has the meaning given in the front matter of this Agreement.

"Conversion Services" has the meaning given in Schedule 3-B.1.

“Decline Transaction Fee” has the meaning given in Schedule 3-C-7.

"Dispute" has the meaning given in Section 12.4.

"Elephants Inc Card" means a card (whether a Virtual Card or a Physical Card) provided to you under this Agreement.

"Virtual Card" has the meaning given in Schedule 3-C.4.

"Physical Card" has the meaning given in Schedule 3-C.4.

"Team Card" has the meaning given in Schedule 3-C.12.

"Enabled Device" means the mobile communications or other device successfully registered by you for use in connection with the Platform and the Services.

"EU AI Act" has the meaning given in Schedule 3-E.7.

"Feedback" has the meaning given in Section 10.5.

“Fiat Infrastructure Provider” means the regulated third-party Partner that provides account infrastructure to Elephants Growth Tech Ltd for the holding of fiat on behalf of users and the issuance of Virtual Accounts, as identified in Schedule 2 (Partner Register). For the avoidance of doubt, the Fiat Infrastructure Provider is not your fiduciary, trustee or escrow agent.

"Fork" means any change to the underlying protocol of a Virtual Asset network that results in more than one version of a Virtual Asset, the result of which may not be supported by us.

“Infrastructure Provider” means each of the Wallet Infrastructure Provider and the Fiat Infrastructure Provider, and “Infrastructure Providers” means both of them.

"Input" has the meaning given in Schedule 3-E.2.

"Instructions" means any and all forms of information, communications, directives or orders associated with and initiated by you or your Account, including those related to payments, transfers and other transactions, whether automated or manually entered.

“Invoice” has the meaning given in Schedule 3-G.3.

"Issuer" means the regulated financial institution sponsoring the Bank Identification Number under which the Elephants Inc Card is issued, and which is the issuer of record of the Elephants Inc Card under the rules of the relevant Card Network, as identified (together with the Issuer's regulatory authorisation) in Schedule 2 (Partner Register). The master arrangements with the Issuers are held at group level by Elephants AI Global Pte. Ltd or Elephants (HK) Limited.

"Card Program Manager" means each Partner engaged at group level by Elephants AI Global Pte. Ltd. or Elephants (HK) Limited to operate the card program under the Issuer's BIN, including the technical issuance, transaction processing and operational management of the Elephants Inc Card, as identified in Schedule 2 (Partner Register).

"LLM" has the meaning given in Schedule 3-E.3.

"On-Ramp" has the meaning given in Schedule 3-B.1.

"Off-Ramp" has the meaning given in Schedule 3-B.1.

"Onboarding Information" has the meaning given in Section 2.4(a).

"Output" has the meaning given in Schedule 3-E.2.

"Partner" means any third-party entity, vendor or service provider with whom Elephants Inc has integrated, contracted or partnered to provide specific functionality, infrastructure or features within the Services, including (without limitation) providers of hosting, payment processing, wallet infrastructure, fiat infrastructure, card issuance, AML / CFT and identity verification, artificial intelligence, data analytics and communications APIs. The current list of Partners is set out in Schedule 2.

"Partner Service" has the meaning given in Section 4.1.

"Partner Terms" has the meaning given in Section 4.3.

"Passive Rewards" has the meaning given in Schedule 3-D.1(a).

"Platform" means the website, App, web app, official customer-service channels (including email support, chatbot, social-media and messaging services) and any other communication platform through which we make the Services available.

"Pooled Account" has the meaning given in Schedule 3-A.2.

"Prohibited Activities" has the meaning given in Section 5.1.

"Qualifying Activity" has the meaning given in Schedule 3-D.1.

"Redemption Options" has the meaning given in Schedule 3-D.4.

“Remittance Services” has the meaning given in Schedule 3-G.

"Restricted Location" means any country, territory, region or jurisdiction in which we do not offer the Services, including any jurisdiction listed on the Platform and any jurisdiction that is the subject of comprehensive sanctions administered by any Sanctions Authority.

"Sanctions Authority" means any authority that from time to time administers sanctions applicable to your Contracting Entity, to you, or to any of your UBOs, directors, officers, Authorised Persons or Authorised Users, including (without limitation) the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations, the European Union, the United Kingdom, Australia, Singapore, Hong Kong, Canada and any other authority of competent jurisdiction.

"Rewards" has the meaning given in Schedule 3-D.1.

"Rewards Program" means the rewards program described in Section 6.

"Services" has the meaning given in the front matter of this Agreement, and includes (without limitation) the Platform, the Account, the Conversion Services, the Elephants Inc Card, the Rewards Program, the AI Services, Virtual Accounts and Remittance Services and any other product or service made available by Elephants Inc from time to time.

"Settlement Amount" has the meaning given in Schedule 3-C.2.

"SIAC" has the meaning given in Section 12.4.

“Single Payout” has the meaning given in Schedule 3-G.1.

"Small Transaction" has the meaning given in Schedule 3-C.7.

"Small Transaction Fee" has the meaning given in Schedule 3-C.7.

"Supplemental Agreements" has the meaning given in Section 1.1.

"Third-Party Content" has the meaning given in Section 4.4.

"UBOs" has the meaning given in Section 2.4(ii)(A), being your ultimate beneficial owners holding 25% or more direct or indirect ownership or control of the account holder (or such lower threshold as Applicable Law may require).

"User" has the meaning given in the front matter of this Agreement.

"User Content" has the meaning given in Section 10.4.

“Virtual Account” has the meaning given in Schedule 3-F.1.

“VAN” has the meaning given in Schedule 3-F.1.

"Virtual Assets" means any digital representation of value that can be digitally traded, transferred or used for payment, including cryptocurrencies and stablecoins. Virtual Assets do not include any derivative of a digital asset, or any security as defined under Applicable Law.

"Wallet" has the meaning given in Schedule 3-A.2.

"Wallet Balance" means the balances recorded against your Wallet, comprising fiat and Acceptable Tokens, as may be increased or decreased in accordance with this Agreement. The composition and display of your Wallet Balance is further described in Schedule 3-A.3.

“Wallet Infrastructure Provider” means the regulated third-party Partner whose technical infrastructure is used by Elephants Growth Tech Ltd to operate the Wallet in respect of Virtual Assets, as identified in Schedule 2 (Partner Register). For the avoidance of doubt, the Wallet Infrastructure Provider is not your fiduciary, trustee or escrow agent.

Schedule 1 — Group Entity Structure

This Schedule 1 identifies (i) Elephants Growth Tech Ltd as your Contracting Entity under this Agreement; (ii) the regulatory authorisations held or being applied for by Elephants Growth Tech Ltd; (iii) the Supporting Entities in the Elephants Inc group that provide regulated or operational support to Elephants Growth Tech Ltd in connection with the Services; (iv) the jurisdictions in which the Services are currently made available and not made available; and (v) cross-entity onboarding provisions. This Schedule 1 is updated from time to time as the group structure evolves; continued use of the Services following an update constitutes your acceptance of the updated Schedule 1.

1. Contracting Entity and Regulatory Authorisations

Your Contracting Entity is Elephants Growth Tech Ltd, a corporation incorporated under the laws of Canada. Elephants Growth Tech Ltd holds the following regulatory authorisations:

1. registered with the Financial Transactions and Reports Analysis Centre of Canada ("FINTRAC") as a Money Services Business ("MSB") under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act ("PCMLTFA"), MSB Registration No. C10001690. The MSB registration authorises Elephants Growth Tech Ltd to perform money services business activities directly, including foreign-exchange dealing, money transfer (remittance) and dealing in virtual currencies, subject to the conditions of the MSB registration and the PCMLTFA; and

2. registered with the Bank of Canada as a Payment Service Provider under the Retail Payment Activities Act ("RPAA"). The RPAA registration authorises retail payment activities falling within the RPAA scope, including the holding of end-user funds in segregated accounts in connection with payment services.

Elephants Growth Tech Ltd is solely responsible for performing this Agreement and providing the Services to you. Elephants Growth Tech Ltd is your sole counterparty under this Agreement. The roles of other Elephants group entities in supporting the delivery of the Services are described in paragraphs 4 (Supporting Entity Roles) and 5 (Cross-Entity Onboarding) below.

2. Supporting Entities

Elephants Growth Tech Ltd is supported in performing the Services by the following Elephants Inc group affiliates (each, a "Supporting Entity"):

3. Service Availability

The Services are provided by Elephants Growth Tech Ltd under its FINTRAC MSB registration and Bank of Canada RPAA registration. The Services may not be available in all jurisdictions. Users who access the Services from outside Canada are responsible for satisfying themselves that their use of the Services is permitted under the laws of their own jurisdiction. The Company does not represent that the Services are available or appropriate for use in any particular jurisdiction. Any jurisdiction-specific restrictions or conditions are set out in Schedule 4 (Jurisdictional Addenda) or notified on the Platform from time to time.

Elephants Growth Tech Ltd may, from time to time and in its discretion, restrict, suspend, or extend the Services in any jurisdiction in accordance with Applicable Law, regulator direction, the conditions of its regulatory authorisations, the regulatory authorisations of the Supporting Entities and the Partners, and the operational considerations of Elephants Growth Tech Ltd and the Elephants Inc group. Changes to service availability will be notified through the Platform.

4. Supporting Entity Roles

Elephants Growth Tech Ltd is your Contracting Entity for this Agreement and is responsible for performing this Agreement and providing the Services to you.

The Partner relationships supporting the Services are held within the Elephants Inc group as follows: (a) Elephants AI Global Pte. Ltd. (Singapore) and Elephants (HK) Limited hold, at group level, the master Partner relationships supporting the card programmes and certain compliance functions of the Services; and (b) Elephants Growth Tech Ltd holds the Partner relationships supporting money-movement, fiat account infrastructure and wallet infrastructure for Virtual Assets. The specific Partners engaged at any time are reflected in Schedule 2 (Partner Register) to the extent we consider appropriate to disclose. Unless stated otherwise, you do not contract with, and cannot select, any Partner.

The Elephants Inc Card is issued directly to you by the Issuer under the card programme operated by the relevant Supporting Entity (Elephants AI Global Pte. Ltd. for the Singapore card programme and Elephants (HK) Limited for the Hong Kong card programme), under the Issuer's own regulatory authorisation. Elephants Growth Tech Ltd does not issue the Card and is not the card-programme operator in any jurisdiction. The Partner Services supporting compliance and card-programme operations are made available to the Elephants Inc group, including Elephants Growth Tech Ltd, under intra-group arrangements.

5. Cross-Entity Onboarding

Where a Supporting Entity provides regulated services, operational support or Partner-relationship-related services to you on behalf of (or in support of) Elephants Growth Tech Ltd in connection with this Agreement, you acknowledge and agree that:

(a) you are deemed to be concurrently onboarded with that Supporting Entity for the sole purpose of enabling that Supporting Entity to perform the applicable regulated or operational activity supporting Elephants Growth Tech Ltd in its provision of the Services to you;

(b) you authorise that Supporting Entity to receive and process the personal data, KYB / KYC documentation, transaction information and other information collected by Elephants Growth Tech Ltd at onboarding and during the lifetime of your relationship with Elephants Growth Tech Ltd, in each case to the extent necessary for the Supporting Entity to discharge its supporting role;

(c) you authorise the Supporting Entity (and Elephants Growth Tech Ltd) to issue you a Card, a Virtual Account Number ("VAN"), a wallet or other instrument required to support the Services, and to process corresponding collections, payouts, card transactions and related flows in accordance with the Services as you request them from Elephants Growth Tech Ltd; and

(d) except as expressly set out in this Schedule 1 or in Schedule 2 (Partner Register), no Supporting Entity is your counterparty under this Agreement, and the Supporting Entity’s role is limited to the supporting role identified in paragraph 2 above and in any Partner Terms incorporated by reference into this Agreement.

The intra-group arrangements between Elephants Growth Tech Ltd and each Supporting Entity, and between the Supporting Entities (in particular, the arrangement under which Elephants AI Global Pte. Ltd. or Elephants (HK) Limited make card-programme and compliance Partner Services available to Elephants Growth Tech Ltd), are documented in intra-group services agreements between the relevant Elephants Inc group entities. Those intra-group arrangements do not affect your rights or obligations under this Agreement; your sole contractual counterparty is Elephants Growth Tech Ltd.

Schedule 2 — Partner Register

To provide the full functionality of the Platform and the Services, the Elephants Inc group engages the following Partners. Where a Partner is engaged at group level by a Supporting Entity, the Partner Service is made available to Elephants Growth Tech Ltd (and through Elephants Growth Tech Ltd to you) under intra-group arrangements as described in Schedule 1, paragraph 4 (Supporting Entity Roles). By using a Partner Service, you agree to be bound by the relevant Partner Terms. This Schedule 2 is updated from time to time as the Elephants Inc group's Partner relationships evolve, and continued use of the Services following an update constitutes your acceptance of the updated Partner Register.

Schedule 3 — Service Schedules

Schedule 3-A — Account and Wallet

This Schedule 3-A forms part of the Agreement and sets out the terms governing the Elephants Inc Account and the Wallet. Capitalised terms have the meanings given in Section 14 (Definitions) or in the body of the Agreement.

3-A.1 Account Creation. In order to use the Services, you must register an Account in accordance with the procedures published on the Platform. The Account allows you to access the Services and to view your Wallet Balance. Certain Services require you to complete additional onboarding and verification steps before you can access them. The functions of the Platform and the Services may change from time to time at our sole discretion and without notice. We may approve or reject the opening of an Account, and may suspend, restrict or close an Account, in accordance with this Agreement.

3-A.2 Wallet. Fiat and Virtual Assets credited to your Account are recorded against a wallet (the “Wallet”) maintained and operated by the Company. The Company operates the Wallet using the technical infrastructure and account services of regulated third-party Partners. The identity of each Partner engaged at any time, and the category of services it provides, is set out in Schedule 2 (Partner Register) and may be changed by us from time to time in accordance with this Agreement. Your Wallet consists of individual user balances recorded on the Company’s books, which correspond to assets held via the relevant Infrastructure Provider in a separate omnibus account (the “Pooled Account”) segregated from the relevant Infrastructure Provider’s own accounts. The Company maintains the authoritative record of your proportionate share of the Pooled Account; the relevant Infrastructure Provider maintains corresponding records of the aggregate Pooled Account balance.

Depending on the Services you use, your Wallet may hold fiat, Acceptable Tokens or a combination of both. The safeguarding and segregation arrangements applicable to the underlying assets are as follows:

(a) Fiat currency recorded against your Wallet is safeguarded in accordance with Elephants Growth Tech Ltd’s obligations as a registered PSP under the RPAA. Fiat funds are held in segregated accounts maintained by the Company with one or more regulated third-party Partners providing account infrastructure to the Company (each, a “Fiat Infrastructure Provider”), and are ring-fenced from the Company’s and any Partner’s operational funds. These funds are not used for the Company’s or any Partner’s own purposes. The Fiat Infrastructure Provider may itself hold the relevant accounts at a regulated financial institution. In the event of the Company’s insolvency, safeguarded fiat funds are ring-fenced from the Company’s general estate and will be returned to users in priority to the claims of general creditors, subject to applicable insolvency law.

The safeguarding and ring-fencing referred to in this paragraph (a) apply to the fiat component of your Wallet Balance only. The Acceptable Token component of your Wallet Balance, including any stablecoin component, is held in accordance with paragraph (b) and is not safeguarded as fiat for the purposes of the RPAA or any other safeguarding regime.

(b) Virtual Assets recorded against your Wallet are held via the technical infrastructure of a regulated or institutional grade third-party Partner providing wallet infrastructure to the Company (the “Wallet Infrastructure Provider”), in segregated wallets and a separate Pooled Account in accordance with Applicable Law. Virtual Assets are not commingled with the Wallet Infrastructure Provider’s, any Partner’s, or the Company’s own assets. The Company takes reasonable steps to ensure that any Partner engaged to provide wallet infrastructure to the Company is an institutional-grade service provider operating in compliance with applicable regulatory requirements.

You acknowledge and agree that:

(a) each Infrastructure Provider is responsible for the security and operation of the infrastructure or account services that it provides to the Company in accordance with its agreement with the Company. The Company is responsible for the operation of the Wallet and the management of user balances recorded against it, and for instructing the relevant Infrastructure Provider in the course of operating the Wallet;

(b) neither any Infrastructure Provider nor any other Partner is your fiduciary, trustee or escrow agent, and you have no direct contractual relationship with any Infrastructure Provider except as expressly agreed;

(c) we may change any Infrastructure Provider or any Partner supporting your Wallet and, in that event, you authorise us to transfer the relevant fiat and Virtual Assets to the replacement Partner;

(d) you authorise the Company to operate the Wallet on your behalf, including to freeze, deduct, convert and transfer fiat and Virtual Assets recorded against your Wallet, whether directly or by instructing any Infrastructure Provider or other relevant Partner, for the purpose of settling Account Transactions, Card Transactions and fees, complying with Applicable Law, or carrying out compliance reviews; and

(e) the Wallet is not a bank account, savings account or e-money account. Fiat funds are safeguarded in accordance with RPAA requirements but are not covered by CDIC or by any deposit insurance, deposit protection scheme or investor protection scheme. Virtual Assets are not covered by any deposit insurance, investor protection scheme, or government-backed guarantee.

3-A.3 Wallet Balance and Stablecoin Risk. Your Wallet Balance is displayed in USD. Your displayed USD Wallet Balance may be composed of (i) fiat in USD held in-kind via the Fiat Infrastructure Provider, and/or (ii) one or more Acceptable Tokens denominated in or pegged to USD (including stablecoins such as USDT and USDC) held via the Wallet Infrastructure Provider, in such proportions as the Company determines from time to time. Where you settle a transaction, the Company will determine, in its discretion and subject to operational and risk-management considerations, the proportion of the fiat and Acceptable Token components against which the settlement is effected. The Company's regulatory safeguarding obligations, including the safeguarding obligations described in Schedule 3-A.2(a), apply only to the fiat component of your Wallet Balance. Acceptable Tokens (including stablecoins) are not safeguarded as fiat, are not deposits, and are not covered by any deposit-insurance, deposit-protection or investor-protection scheme. Stablecoins are digital assets intended to maintain a fixed value relative to a fiat currency. Stablecoins are not risk-free. A stablecoin may lose its peg (commonly referred to as "de-pegging"), which may cause the Acceptable Token component of your Wallet Balance to be worth less than the displayed USD amount, and may cause you to receive more or less than you expect in a transaction. We do not guarantee the stability, value, redemption or convertibility of any stablecoin, and we are not the issuer of any stablecoin.

3-A.4 Loading Assets. You may load fiat and Virtual Assets into your Wallet by following the instructions on the Platform. The Wallet supports only specific fiat currencies and Acceptable Tokens, as published on the Platform from time to time. You represent and warrant that any fiat or Virtual Assets you load are lawfully owned by you, free of any claim, lien or encumbrance, and were not acquired through any illegal activity. We and the relevant Partner may reject a load instruction if we are unable to verify the source of funds, if KYC, KYT, AML / CFT or sanctions checks are not satisfactorily completed, if you have not provided, within the time period notified to you, documentation, information or responses we have requested under our Compliance Program (including any enhanced due diligence request), or if we suspect any breach of this Agreement. Assets sent to the Wallet that are not Acceptable Tokens may be irretrievably lost and we will not be liable for any such loss.

3-A.5 Withdrawals. You may withdraw fiat and Virtual Assets from your Wallet by following the instructions on the Platform, subject to applicable transaction limits, fees and processing times. Processing times may vary and may be affected by banking cut-off times, public holidays, the payment method used or other technical or operational factors. Withdrawal requests may be delayed or refused where required by Applicable Law, where compliance reviews are pending, where requested documentation, information or responses under our Compliance Program (including any enhanced due diligence request) have not been provided within the time period notified to you, where there is suspected fraud or illicit activity, or where the relevant Partner imposes delays. Withdrawals are subject to identity verification and we may require additional Onboarding Information before processing a withdrawal. The Company may delay or decline a withdrawal if: (a) we are required to do so by Applicable Law or regulatory direction; (b) we reasonably suspect the withdrawal is connected to fraud, money laundering, terrorist financing or other illegal activities; (c) you have not provided, within the time period notified to you, documentation, information or responses that we have requested under our Compliance Program, including (without limitation) in connection with enhanced due diligence, source of funds, source of wealth, sanctions screening, or KYC / KYB review; or (d) the withdrawal would result in a negative Wallet Balance after accounting for pending transactions. You are responsible for ensuring that the recipient address or bank details are correct; we will not be liable for any loss caused by your providing incorrect withdrawal details.

3-A.6 Acceptable Tokens. The list of Acceptable Tokens and the supported fiat currencies is published on the Platform and may be changed at any time without notice. Changes may result from regulatory requirements, changes in law, the actions or decisions of our Partners (including any Infrastructure Provider), or risk considerations (including suspected fraud or token instability). You are solely responsible for ensuring that you only send Acceptable Tokens to the Wallet. Where an Acceptable Token is removed, the Company will use reasonable efforts to give you advance notice and an opportunity to withdraw or convert your holding prior to removal taking effect, except where this is not possible due to technical or regulatory constraints.

3-A.7 Transaction Records. You may access your transaction history through the Platform for the periods we make available, which may be changed at any time without notice. We do not issue physical statements in respect of the Wallet. It is your responsibility to review your transaction records and to notify us promptly of any transactions you do not recognise or believe to be unauthorised.

3-A.8 No Cancellation; Right to Suspend. You may not cancel, reverse or change any Account Transaction once submitted. We may suspend, delay, block, decline, reverse, redirect or cancel any Account Transaction at any time and for any reason, including (without limitation) where we suspect fraud, illicit activity, sanctions exposure or a breach of this Agreement, where you have not provided documentation, information or responses we have requested under our Compliance Program (including any enhanced due diligence request) within the time period notified to you, or where we are required to do so by Applicable Law. You will bear any network or settlement costs of any such action.

3-A.9 Third-Party Providers. We may engage licensed third-party payment processors, liquidity providers and remittance partners to fulfil On-Ramp and Off-Ramp transactions. These providers may impose their own limits, processing timelines and compliance requirements. By using these Services, you consent to our sharing relevant data with such providers solely for the purpose of completing your transaction, subject to our Privacy Policy. We are not responsible for delays, errors or failures caused by third-party providers, except to the extent caused by our own negligence or breach.

3-A.10 Additional Documentation and Verification Requirements. Access to certain features, Services, or higher transaction limits may be subject to additional documentation or verification requirements beyond standard Account registration, including enhanced due diligence, source of funds documentation, or the execution of supplemental agreements. The Company will notify you of any additional requirements applicable to the Services you wish to access and the time period within which you must comply. Failure to provide the requested documentation, information or responses within the time period notified to you may result in the consequences set out in Section 2.4(iv) (Failure to provide), Schedule 3-A.4 (Loading Assets), Schedule 3-A.5 (Withdrawals), Schedule 3-A.8 (No Cancellation; Right to Suspend), Schedule 3-F.6 (Returns and Rejections), Schedule 3-G.6 (Refusal, Suspension and Reversal) and Section 8.1 (Right to Suspend, Restrict or Terminate), as applicable.

3-A.11 Use of Wallet and Account by Third Parties. Your Account and your Wallet are for your own use only. You must not allow any other person to load, hold, transfer or withdraw fiat or Virtual Assets through your Account or your Wallet on a custodial, nominee, agency, pooled, escrow or fiduciary basis, or use your Account or your Wallet to record balances or process transactions on behalf of any other person such that the funds, upon receipt, are not your own property or are held by you for the benefit of any other person. The Account and the Wallet may not be used to operate a payment-services business of your own, to act as a money-services business in relation to third parties, or to provide payment, remittance, money-transmission, money-changing, custody or similar services to any other person. For the avoidance of doubt, this Section 3-A.11 does not prohibit you from using your Account or your Wallet to receive payments from your own customers, clients, counterparties or other payers in respect of goods or services that you supply to them, where the funds, upon receipt, become your own property and are not held by you for or on behalf of any other person.

Schedule 3-B — Conversion Services

This Schedule 3-B forms part of the Agreement and sets out the terms governing the conversion of fiat currency and Acceptable Tokens through the Platform (the “Conversion Services”). The Conversion Services include On-Ramp and Off-Ramp transactions facilitated through licensed Partners identified in Schedule 2 (Partner Register).

3-B.1 Asset Conversion. The Platform enables you to convert between fiat currency and Acceptable Tokens as an integrated feature of your Wallet. Each conversion instruction is a one-time transaction. The Company is not obliged to accept future conversion instructions and may decline any instruction at its sole discretion based on compliance, risk, or operational factors, without liability to you.

3-B.2 Exchange Rates and Transaction Execution. Exchange rates for conversions are determined dynamically by the Company or its liquidity partners and are subject to rapid market fluctuation. The rate quoted at the time you initiate a conversion is indicative until you confirm. If the rate changes materially before confirmation, the Platform will display the updated rate and request your reconfirmation. Before you confirm a conversion, the Platform will display a breakdown of all applicable fees, including the network fee and the Company’s fee, each shown as both an amount and a percentage. By confirming the conversion, you accept the exchange rate and fees as displayed. Once confirmed, a conversion is final and cannot be cancelled or reversed, except where required by Applicable Law or as otherwise stated in this Agreement. The final executed rate may differ from the quoted rate, particularly where there is a delay between quote and execution. You acknowledge that you may receive more or less fiat currency or Acceptable Tokens than initially indicated and agree that the Company is not liable for any such difference.

3-B.3 Jurisdictional Availability. The availability of the Conversion Services depends on Applicable Law and on our commercial assessment of regulatory and operational risk. We have sole discretion to determine the jurisdictions in which the Conversion Services are offered. If we cease to offer the Conversion Services in your jurisdiction, we will make reasonable efforts to notify you in advance unless prohibited by Applicable Law or operational exigencies.

Schedule 3-C — The Elephants Inc Card

This Schedule 3-C forms part of the Agreement and sets out the terms governing the Elephants Inc Card. The Issuer, the Card Program Manager and their regulatory authorisations are identified in Schedule 2 (Partner Register).

3-C.1 Card Issuance.

The Elephants Inc Card is a card that can be used at merchants and online retailers accepting cards from the relevant Card Network. The Elephants Inc Card is issued by a regulated financial institution acting as the issuer of record and sponsor of the relevant Bank Identification Number ("BIN") (the "Issuer"), operating through a card program manager (the "Card Program Manager") under the Issuer's own regulatory authorisation. The identity of the Issuer and the Card Program Manager engaged at any time, and the regulatory authorisation of the Issuer, are set out in Schedule 2 (Partner Register) and may be changed by us from time to time in accordance with this Agreement. The card-programme arrangements with the Issuer and the Card Program Manager are held by Elephants AI Global Pte. Ltd. (for the Singapore card programme) and by Elephants (HK) Limited (for the Hong Kong card programme). The Issuer issues the Card to you under the relevant card programme. For users resident in Hong Kong, the Card is issued through the Hong Kong card programme via the regulated Issuer identified in Schedule 2; the Hong Kong card programme operates under the Issuer's own regulatory authorisation and not under any authorisation held by any Elephants Inc group entity. The Platform on which the Card is integrated with your Wallet is operated by Elephants Growth Tech Ltd; Elephants Growth Tech Ltd does not issue the Card and is not the card-programme operator in any jurisdiction. The Card is integrated with your Wallet through the Platform so that Card Transactions are settled against your Wallet Balance in accordance with this Schedule 3-C. The Issuer is the ultimate issuer of the Elephants Inc Card under the rules of the relevant Card Network, and the issuance of the Elephants Inc Card is subject to the Issuer's acceptance criteria, the Card Program Manager's onboarding requirements, the rules of the relevant Card Network and Applicable Law. A card will only be issued where you maintain a positive Wallet Balance at the time of the card request. We, the Card Program Manager and the Issuer each retain the discretion to decline a card request or to revoke an issued Elephants Inc Card at any time.

3-C.2 Pre-Authorisation. When you initiate a Card Transaction, we will first check whether your Wallet Balance is sufficient to settle the Card Transaction (including any associated fees and foreign-exchange charges) (the “Settlement Amount”). If your Wallet Balance is insufficient, the Card Transaction will be declined. If your Wallet Balance is sufficient, we will settle the Card Transaction on the Card Network and you authorise us, acting through the relevant Infrastructure Provider and the Issuer, to deduct the Settlement Amount from your Wallet.

3-C.3 Deduction and Conversion. Upon execution of a Card Transaction, you authorise us, acting through the relevant Infrastructure Provider and the Issuer, to deduct and / or convert the necessary amount of fiat and Virtual Assets from your Wallet to settle the Settlement Amount. Settlement is effected against your USD Wallet Balance, drawing from the fiat and/or Acceptable Token components in such proportions as we determine, with any necessary conversion of Acceptable Tokens into fiat at the prevailing market rate as a Conversion Service governed by Schedule 3-B. Where the currency of the Card Transaction is not USD, settlement is effected against your Wallet Balance with the necessary further conversion as we determine, which is also a Conversion Service governed by Schedule 3-B.

3-C.4 Activation. You may request the issuance of an Elephants Inc Card in either virtual form (a “Virtual Card”, accessible through the App) or, subject to availability in your jurisdiction and the payment of any applicable fee, in physical form (a “Physical Card”), each subject to availability, the Issuer’s acceptance, the rules of the relevant Card Network and our applicable issuance criteria. The Elephants Inc Card must be activated using the process published on the Platform. If you do not accept or activate the Elephants Inc Card within 3 months from the date of issuance, the Issuer or we may close, deactivate and destroy the Elephants Inc Card without refund of any fee or service charge.

3-C.5 Physical Elephants Inc Card. Subject to availability in your jurisdiction, any Restricted Locations and the applicable fee, you may request the issuance of a Physical Card. You acknowledge that the Physical Card is our property (or that of the Issuer). You are responsible for its careful handling and use, including ensuring it is not tampered with, not used by unauthorised persons, not intentionally damaged or defaced, and not modified in appearance (including by altering its logos or designs).

3-C.6 Validity and Renewal. Each Elephants Inc Card is valid for the period specified on the Platform unless earlier terminated or cancelled. Automatic renewal notices will be sent by email one month before expiry, where the Elephants Inc Card is still in active use. A renewal fee (as specified on the Platform) may be charged and deducted from your Wallet Balance or billed separately. The renewed Elephants Inc Card is subject to the same Agreement. You may opt out of renewal by contacting support@elephants.inc or by cancelling the Elephants Inc Card through the Platform. You undertake not to use, and not to permit any other person to use, an invalid, closed or otherwise unusable Elephants Inc Card, and to physically destroy any such card within 3 days after it becomes invalid.

3-C.7 Small Transaction and Decline Transaction Fee. Where the total value of a Card Transaction is less than the threshold published in the fee schedule on the Platform from time to time (a "Small Transaction"), a fee (the "Small Transaction Fee") will be added to the amount billed to your Account or deducted from your Wallet Balance. In addition, where a Card Transaction is declined due to insufficient Wallet Balance, a fee (the "Decline Transaction Fee") will be deducted from your Wallet Balance at the time of the decline. The Small Transaction threshold and the amounts of the Small Transaction Fee and the Decline Transaction Fee are each as published in the fee schedule on the Platform from time to time. The Small Transaction Fee and the Decline Transaction Fee are each separate from, and in addition to, any other applicable fees, and are non-refundable unless we determine otherwise in our discretion. We may amend the fee schedule (including the Small Transaction threshold and the amount of any Small Transaction Fee or Decline Transaction Fee) at any time by publishing the update on the Platform.

3-C.8 Responsibility for Card Transactions. You are responsible for all Card Transactions effected with your Elephants Inc Card, including those carried out by any authorised person, and bear the risk of any unauthorised Card Transaction unless such Card Transaction resulted from our or the Issuer’s fraud, gross negligence or wilful misconduct. You must ensure that the Elephants Inc Card is not used for any illegal or prohibited activity. You acknowledge and accept the risks associated with unauthorised Card Transactions.

3-C.9 Confidentiality of Card Data. You must keep your Card Data strictly confidential and may only share it as necessary to effect Card Transactions through legitimate payment channels. You should exercise caution when providing Card Data to merchants. Sharing Card Data through unsecured channels (such as email, SMS or fax) is not safe. Neither we, the Issuer nor any of our or its affiliates are liable for unauthorised Card Transactions resulting from your failure to keep Card Data secure.

3-C.10 ATM Withdrawal Services. You may use your Physical Card to withdraw cash from ATMs that accept cards on the relevant Card Network (the "ATM Withdrawal Services"). Each ATM withdrawal is a Card Transaction and is settled against your Wallet Balance in accordance with Schedule 3-C.2 (Pre-Authorisation) and Schedule 3-C.3 (Deduction and Conversion). Where the ATM dispenses cash in a currency different from the currency of your Wallet Balance, a conversion will occur, which is a Conversion Service governed by Schedule 3-B. ATM Withdrawal Services are subject to (a) limits set by us, the Issuer, the Card Program Manager, the relevant Card Network and the ATM operator, which may differ between ATMs and may be changed without notice; and (b) fees charged by us, the Issuer or the Card Program Manager, as published in the fee schedule on the Platform from time to time. The ATM operator may charge additional fees set by it, over which we, the Issuer and the Card Program Manager have no control. We and the Issuer are not liable for any loss, damage or liability arising from ATM withdrawals or related conversions, except to the extent caused by our own fraud, gross negligence or wilful misconduct or any liability that cannot be excluded under Applicable Law.

3-C.11 Card Benefits and Modifications. We may offer, modify or withdraw benefits, promotional offers and discounts (“Card Benefits”) from various Partners at our discretion. Card Benefits may include mobile payment options, contactless payment, rewards, instalment plans with certain Partners, spend-management and reporting features (including transaction categorisation, limits, tagging and reporting), AI-powered expense insights provided through Ele (subject to Schedule 3-E), and other benefits as notified from time to time. The Partners providing the Card Benefits engaged at any time are identified in Schedule 2 (Partner Register). Certain Card Benefits may require separate application or acceptance of additional terms. We may exclude you from any Card Benefit, or reverse a Card Benefit, if you breach this Agreement or the terms of the relevant Card Benefit.

3-C.12 Cards Issued to Authorised Users (Team Cards). Subject to the eligibility, liability and other provisions of this clause 3-C.12, the account holder may request the issuance of additional Elephants Inc Cards to be held by, and used by, persons authorised by the account holder (each, an “Authorised User”, and each such card, a “Team Card”).

(a) Eligibility: Team Cards are available only to account holders that have completed our onboarding process to the standard then required by us.

(b) Authorised Users: The account holder may request the issuance of a Team Card to an Authorised User. Each Authorised User must be identified to us in accordance with the procedures published on the Platform and is subject to such identity verification, screening and KYC checks as we may require from time to time, including in order to comply with Applicable Law. We may decline to issue a Team Card to any prospective Authorised User in our sole discretion.

(c) Account holder liability: The account holder is fully responsible and liable for (i) all Card Transactions effected using any Team Card (whether authorised or unauthorised by the account holder, and whether or not within any limit, control or restriction the account holder has set), (ii) the conduct of each Authorised User in connection with the Team Card, the Services and this Agreement, and (iii) all fees, charges and losses arising in connection with any Team Card. The account holder must procure that each Authorised User complies with the terms of this Agreement that apply to the use of the Elephants Inc Card.

(d) Spending controls: The account holder may, through the Platform, set spending limits, transaction limits, merchant-category restrictions and other controls on each Team Card. The application and enforcement of any such controls is an operational feature only and does not constitute a representation, warranty or guarantee that any particular control will operate without error, nor does it relieve the account holder of any liability arising in connection with any Team Card.

(e) Suspension and termination: The account holder may, at any time and through the Platform, suspend or terminate any Team Card. We may, and may direct the Issuer or the Card Program Manager to, suspend or terminate any Team Card at any time in accordance with this Agreement, including (without limitation) where we suspect a Prohibited Activity in connection with the Team Card, where the account holder ceases to meet our KYB standards, or where the Authorised User ceases to be authorised by the account holder. Termination or suspension of an Authorised User’s access does not affect the account holder’s liability for Card Transactions effected before such termination or suspension.

(f) Permitted use: Team Cards must be used solely for the lawful business purposes of the account holder and in accordance with this Agreement. Use of a Team Card for any personal purpose unrelated to the account holder’s business, or for any Prohibited Activity, constitutes a breach of this Agreement by the account holder.

3-C.13 Personal Use of Card. The Elephants Inc Card is issued for the use of the named cardholder only. You must not permit any other person to use, hold, possess or transact with your Card, your Card Data or any token, credential, biometric or PIN associated with it, except, in the case of a Team Card, the relevant Authorised User identified in accordance with Schedule 3-C.12. You may not use the Card to settle Card Transactions on behalf of any third party, to facilitate a payment-services or money-services business of your own or any other person, or to pass through funds for any person other than yourself.

Schedule 3-D — Rewards Program

This Schedule 3-D forms part of the Agreement and sets out the terms governing the Rewards Program. The Rewards Program is provided by Elephants Growth Tech Ltd, subject to eligibility and availability in your jurisdiction. By participating in the Rewards Program, you agree to this Schedule 3-D in addition to the rest of this Agreement.

3-D.1 Overview. The Rewards Program enables eligible users to earn intangible points, cashback, vouchers or other benefits (collectively, “Rewards”) for completing specified activities, including, but not limited to, Card Transactions, transfers, referrals, completion of profile tasks, participation in promotional campaigns, and other qualifying activities (each, a “Qualifying Activity”). The Rewards Program comprises two components:

(a) Passive Rewards: Once opted in for the Rewards Programs on the Platform, Rewards that accrue automatically by reason of holding an Account in good standing, completing routine Qualifying Activities (such as Card Transactions), or maintaining certain balances or activity levels.

(b) Active Rewards: Rewards earned by opting in to a specific campaign, challenge or promotion published on the Platform from time to time, in accordance with any additional terms specific to that campaign (the “Campaign Terms”).

3-D.2 Eligibility. To participate in the Rewards Program you must (i) have an Account in good standing, (ii) have completed our required level of KYC / KYB verification, (iii) reside in a jurisdiction in which the Rewards Program is available, and (iv) have opted in to the Rewards Program on the Platform. We may impose additional eligibility criteria for specific campaigns, including minimum activity thresholds, geographic restrictions, balance thresholds, or required Account status. We may, in our sole discretion, disqualify any user from the Rewards Program if we consider that the user has breached this Agreement, the Campaign Terms, or otherwise engaged in conduct we deem inappropriate, fraudulent, abusive or contrary to the spirit of the Rewards Program.

3-D.3 Fees. Participation in the Rewards Program, or in specific campaigns, may be subject to fees as published on the Platform from time to time. Any applicable fees will be disclosed to you prior to participation and will be deducted from your Wallet Balance unless otherwise specified.

3-D.4 Nature of Rewards. Rewards are virtual items with no monetary value. Rewards do not constitute any currency, financial product, security, e-money or property of any type, and are not Virtual Assets. Rewards are not redeemable for cash, Virtual Assets or any other thing of value except as expressly stated in the Campaign Terms or on the Platform from time to time. We may redeem Rewards for specific products, vouchers, partner offerings or fee discounts (collectively, “Redemption Options”), as we make available on the Platform from time to time. Redemption Options may be added, modified or withdrawn at any time at our discretion.

3-D.5 Non-Transferability. Rewards are non-transferable. You may not sell, trade, gift, assign or transfer Rewards to any third party, and you may not attempt to obtain any form of credit using Rewards. Any attempted sale, trade or transfer of Rewards is null and void. We may revoke Rewards obtained in breach of this Schedule 3-D.

3-D.6 Expiry, Forfeiture and Clawback. Rewards may be subject to an expiry period as published on the Platform or in the Campaign Terms. Rewards that are not redeemed before expiry will be forfeited and we have no obligation to reinstate them. We may revoke, reverse or claw back Rewards (and may set off the value of any reversed Rewards against any other Rewards or fiat or Virtual Assets in your Account) where (i) the Rewards were credited in error, (ii) the underlying Qualifying Activity is reversed, charged back, cancelled or determined to be fraudulent, (iii) we determine that you have breached this Agreement or the Campaign Terms, or (iv) we are required to do so by Applicable Law.

3-D.7 Modification and Discontinuation. We may change or modify the Rewards Program at any time, including by changing the rate at which Rewards accrue, the categories of Qualifying Activity, the Redemption Options, the eligibility criteria, or the Campaign Terms. We may discontinue or terminate the Rewards Program, or any specific campaign, temporarily or permanently, at any time without prior notice. We will use reasonable efforts to notify you in advance of any material adverse change, except where we are prohibited from doing so or operational considerations require otherwise.

3-D.8 Tax. You are solely responsible for determining and meeting any tax obligation that may arise from your participation in the Rewards Program, including (without limitation) income tax, withholding tax and reporting obligations. We are not responsible for determining whether tax applies to your Rewards or for collecting, reporting, withholding or remitting any tax in connection with the Rewards Program.

Schedule 3-E — AI Services

This Schedule 3-E forms part of the Agreement and sets out the terms governing any AI-powered tools, features, products or services that we make available through the Platform from time to time (the “AI Services”), including (without limitation) Ele, our AI conversational assistant accessible through messaging channels (including WhatsApp and Telegram) and the App, and any other AI-powered chatbot, customer-support agent, transaction-categorisation tool, spending-analysis or budget-tracking feature, AI-powered insight or summarisation feature that we may offer from time to time. The AI Services are provided by Elephants Growth Tech Ltd, subject to availability in your jurisdiction. By using the AI Services, you agree to this Schedule 3-E in addition to the rest of this Agreement.

3-E.1 Licence. We grant you a revocable, limited, non-exclusive and non-transferable licence to access and use the AI Services for your personal, lawful and non-commercial use (or, in the case of a User that is an entity, for that entity’s lawful business purposes). Your access to and use of the AI Services is conditional on your compliance with this Schedule 3-E.

3-E.2 Use of AI Services. You may use the AI Services by submitting data, information, prompts, files or materials (“Input”), and the AI Services may generate data, information, text or materials in response (“Output”). You represent and warrant that:

(a) you have all rights, licences, consents and permissions needed to provide the Input to the AI Services and to permit us to process the Input as contemplated by this Agreement;

(b) the Input does not infringe any intellectual property right, privacy right, publicity right or other right of any third party;

(c) the Input does not contain any malicious code or any unlawful, defamatory, harassing or otherwise objectionable content; and

(d) you will not use the AI Services for any purpose that is unlawful or prohibited under this Agreement.

3-E.3 Third-Party Models. Third-party models accessible through the AI Services (including large language models, “LLMs”) are made available to you as third-party services and may be subject to additional terms imposed by the third-party provider. The list of third-party models accessible through the AI Services is published on the Platform and may change at any time. By using a third-party model through the AI Services, you agree to be bound by the terms of the relevant third-party provider in addition to this Agreement.

3-E.4 Input and Output. As between you and us, you (i) retain all right, title and interest in and to all Input, and (ii) own all Output. To the extent permitted by Applicable Law, we assign to you all right, title and interest (if any) that we may have in any Output. You acknowledge that Output is generated by machine and may resemble or be duplicative of Output generated for other users. We make no representation or warranty that Output is unique to you, that it does not infringe any third-party right, or that it will not be reproduced for other users in the same or substantially similar form.

3-E.5 Use of Input. We may copy, display, modify, distribute and use the Input only to the extent necessary to provide the AI Services to you and to comply with our legal and regulatory obligations. You authorise us to process the Input for those purposes. We will not store or use your Input or Output to train any LLM, whether our own or that of a third party. We may use anonymised feedback and usage data (such as information about how you interact with the AI Services, including information about the Output but not the substantive content of the Output) to operate, maintain and improve the AI Services, in accordance with our Privacy Policy and Cookie Policy.

3-E.6 Disclaimers. The AI Services are provided “as is” and “as available”. Output is generated by an artificial-intelligence system and may be incomplete, incorrect, outdated or otherwise unreliable. The AI Services are not a substitute for human judgment and should not be relied on for legal, tax, accounting, medical, investment or other professional advice. You should independently verify any Output before relying on it. We make no representation or warranty that:

(a) the AI Services will be accurate, complete, reliable, current or error-free;

(b) the Output will not infringe any intellectual property or other right of a third party;

(c) the AI Services will be available without interruption or that any defect will be corrected; or

(d) the AI Services are suitable for any particular purpose.

3-E.7 Human Oversight; Prohibited Uses. You agree that you will not use the AI Services in any manner that may constitute a prohibited practice under Regulation (EU) 2024/1689 (the “EU AI Act”) or under any equivalent law applicable to you, including (without limitation) biometric categorisation, subliminal manipulation, social-scoring systems, or AI systems used in critical infrastructure or safety-of-life applications without appropriate human oversight. The AI Services are not designed for, and must not be used in connection with, the operation of any hazardous environment or any critical system where failure could lead to death, personal injury, environmental harm or material property damage. All decisions made on the basis of the Output must be subject to your human review and validation. You are responsible for disclosing to any third party, where required by Applicable Law or by good professional practice, that content provided to that third party was created or materially influenced by the AI Services.

3-E.8 Feedback Mechanism. You are encouraged to report issues with the AI Services, including factual inaccuracies, biased outputs or other problematic results, through the feedback mechanism on the Platform. This helps us improve the reliability and safety of the AI Services. By submitting feedback, you grant us a worldwide, perpetual, irrevocable, sublicensable, royalty-free licence to use such feedback for any purpose.

3-E.9 No Reliance. You acknowledge that the AI Services do not constitute, and the Output should not be construed as, financial, legal, tax, accounting or other professional advice from Elephants Inc. We do not recommend or endorse any course of action on the basis of the Output. You assume sole responsibility for any decision or action taken on the basis of the AI Services.

Schedule 3-F — Virtual Accounts

This Schedule 3-F forms part of the Agreement and sets out the terms governing the issuance and use of Virtual Accounts provided through the Platform. The Virtual Accounts are made available by Elephants Growth Tech Ltd as a registered Money Services Business and Payment Service Provider, subject to availability in your jurisdiction and to your completion of any additional verification we require. By using a Virtual Account, you agree to this Schedule 3-F in addition to the rest of this Agreement.

3-F.1 Provision of Virtual Accounts. Where you are eligible, we may issue you one or more virtual accounts (each, a “Virtual Account”), each identified by a unique virtual account number (a “VAN”). Each Virtual Account is issued in your name on the books of the Company and is identified to you through the Platform. The VAN issued to you for a given currency is unique to you and will remain unchanged for so long as the Virtual Account is open, except where we are required to change it for regulatory, operational or security reasons. We may issue you one or more Virtual Accounts in each supported fiat currency. The supported currencies, and the jurisdictions in which Virtual Accounts are made available, are published on the Platform and may be changed at any time without notice.

3-F.2 Use of Virtual Account. A Virtual Account is a receiving facility only. You may use your VAN to direct third parties to remit fiat funds to you. Inbound payments received against your VAN are credited to your Wallet in the relevant fiat currency, subject to the Company’s Compliance Program and Applicable Law. The Virtual Account does not itself hold a separate balance; the balance corresponding to amounts received against your VAN is reflected in your Wallet Balance in accordance with Schedule 3-A.3.

3-F.3 Account Infrastructure. Virtual Accounts are made available to the Company by one or more regulated third-party Partners providing fiat account infrastructure (each, a “Fiat Infrastructure Provider”), as identified in Schedule 2 (Partner Register). The Fiat Infrastructure Provider may itself hold the relevant accounts at a regulated financial institution. The Company is responsible for the operation of your Virtual Account and the management of your Wallet Balance. The Fiat Infrastructure Provider is responsible for the security and operation of the account infrastructure that it provides to the Company under its agreement with the Company. Schedule 3-A.2 (Wallet) applies to the safeguarding and segregation arrangements for funds received against your Virtual Account.

3-F.4 Verification and Eligibility. The issuance of a Virtual Account is subject to (i) your satisfactory completion of our KYC, KYB and any enhanced due diligence requirements, (ii) your eligibility under Applicable Law in your jurisdiction of residence, the jurisdiction in which the Fiat Infrastructure Provider is established, and any other jurisdiction relevant to the operation of the Virtual Account, and (iii) any additional onboarding requirements imposed by the Fiat Infrastructure Provider. We may decline to issue, or may suspend, restrict or close, a Virtual Account at any time and for any reason in accordance with this Agreement, including (without limitation) where required by Applicable Law, where compliance review is pending, or where the Fiat Infrastructure Provider declines to provide or continue providing the account infrastructure.

3-F.5 Inbound Payments. Funds received against your VAN are credited to your Wallet only after the Company and the relevant Fiat Infrastructure Provider have completed any required compliance, sanctions, AML / CFT and source-of-funds checks on the payment, the originator and the originating institution. Where a check is not satisfactorily completed, or where the payment is otherwise subject to review, the funds may be held in suspense, returned to the originator, or dealt with as required by Applicable Law. You acknowledge that the credit of inbound funds to your Wallet may be delayed or refused, and that the time taken for funds to be available to you depends on factors outside the Company’s control, including the originating institution’s cut-off times, intermediary banks, payment-rail processing windows and Applicable Law.

3-F.6 Returns and Rejections. The Company or the Fiat Infrastructure Provider may return, reject or freeze any inbound payment received against your VAN where: (a) required by Applicable Law or by direction of any regulator, court or competent authority; (b) the payment, originator, originating institution or beneficiary is subject to sanctions or to a sanctions screen alert; (c) the payment is suspected to be connected to fraud, money laundering, terrorist financing or other illegal activity; (d) the payment is received in a currency that the Virtual Account is not designated to receive; (e) the payment exceeds any applicable limit; (f) the Virtual Account is suspended or closed at the time of receipt; or (g) you have not provided, within the time period notified to you, documentation, information or responses we have requested under our Compliance Program (including any enhanced due diligence request) in respect of the inbound payment, the originator or the originating institution. Where a payment is returned or rejected, the Company is not liable for any loss, charge, fee or delay arising from the return or rejection, including any difference in foreign-exchange rate between the time the payment was sent and the time it is returned.

3-F.7 Multi-Currency and Foreign Exchange. Where the currency of an inbound payment differs from the currency of your Virtual Account, the payment may be returned, held in suspense pending your instruction, or converted into the Virtual Account currency at the prevailing rate, as we determine in our discretion and subject to Applicable Law. Where a conversion occurs, the conversion is a Conversion Service governed by Schedule 3-B, and the resulting amount credited to your Wallet may be more or less than the amount originally sent. The Company is not liable for any difference between the amount sent by the originator and the amount credited to your Wallet that is attributable to exchange-rate movement, network fees, intermediary-bank charges or fees imposed by any Partner.

3-F.8 Regulatory Status. A Virtual Account is not a bank account, a savings account, an e-money account or a deposit account. Funds received against your VAN are not deposits, are not held by a deposit-taking institution on your behalf, and are not covered by Canada Deposit Insurance Corporation (CDIC) or by any other deposit-insurance, deposit-protection or investor-protection scheme. Fiat funds corresponding to your Wallet Balance are safeguarded in accordance with the Company’s safeguarding obligations as set out in Schedule 3-A.2(a).

3-F.9 Limits and Restrictions. Each Virtual Account is subject to per-transaction, daily, monthly and cumulative limits as may be published on the Platform from time to time. We may apply limits at the level of the User, the Virtual Account, the originator, the originating jurisdiction or the payment rail. Limits may be changed at any time without notice for regulatory, risk-management or operational reasons. Your use of a Virtual Account remains subject to the Restricted Categories in Section 5.4 and the Activities Requiring Our Prior Approval in Section 5.5.

3-F.10 Use of VAN by Third Parties. The VAN is for your use only. You must not allow any other person to remit funds to your VAN on a custodial, nominee or pooled basis, or to use the VAN to receive funds that do not relate to your own business or personal activities. The VAN may not be used to operate a payment-services business of your own, to act as a money-services business in relation to third parties, or to receive funds on behalf of any third party. For the avoidance of doubt, this Section 3-F.10 does not prohibit you from using your VAN to receive payments from your own customers, clients, counterparties or other payers in respect of goods or services that you supply to them, where the funds, upon receipt, become your own property and are not held by you for or on behalf of any other person.

Schedule 3-G — Remittance Services

This Schedule 3-G forms part of the Agreement and sets out the terms governing the outbound payment and remittance services provided through the Platform (the “Remittance Services”). The Remittance Services are provided by Elephants Growth Tech Ltd as a registered Money Services Business and Payment Service Provider, subject to availability in your jurisdiction and to your completion of any additional verification we require. By using the Remittance Services, you agree to this Schedule 3-G in addition to the rest of this Agreement.

3-G.1 Single Payouts. A “Single Payout” is an instruction by you to remit a specified amount of fiat or Virtual Assets from your Wallet to a single specified recipient. Single Payouts in fiat are executed through the Fiat Infrastructure Provider and other licensed remittance Partners. Single Payouts in Virtual Assets are executed through the Wallet Infrastructure Provider and any relevant on-chain settlement Partner. You are responsible for ensuring that the recipient details you provide (including bank account details, blockchain addresses, beneficiary names and reference data) are accurate and complete. The Company is not liable for any loss caused by your providing incorrect, incomplete or misleading recipient details. Single Payouts are subject to per-transaction, daily and cumulative limits as published on the Platform.

3-G.2 Bulk Payments. A “Bulk Payment” is an instruction by you to remit specified amounts to two or more recipients, executed as a batch through the Platform. As at the date of this Agreement, Bulk Payments are available in Virtual Assets; Bulk Payments in fiat may be made available from time to time as published on the Platform, and will be executed through the Fiat Infrastructure Provider and other licensed remittance Partners. You are responsible for: (a) the accuracy and completeness of all recipient details for each recipient in the Bulk Payment; (b) your authority to remit funds to each recipient and the lawfulness of each payment; and (c) the application of any tax, withholding or reporting obligation in respect of each recipient. The Company is not liable for any loss caused by your providing incorrect, incomplete or misleading recipient details, or by your failure to comply with any tax, withholding or reporting obligation. For the avoidance of doubt, the Bulk Payment service is a payment-execution service only. It is not a payroll, employer-of-record, professional-employer-organisation, human-resources, employment-administration or tax-remittance service. The Company does not assume any obligation or liability as an employer, payroll provider, employer of record or tax agent in respect of any recipient of a Bulk Payment, and you remain solely responsible for all employment, payroll, tax and reporting obligations in connection with the persons to whom you make Bulk Payments.

3-G.3 Invoicing. The Platform enables you to generate an invoice in respect of Virtual Assets payable to your Wallet (each, an “Invoice”). The Invoice specifies the Virtual Asset, the amount, and a payment reference. The Company is not the seller of the underlying goods or services described in any Invoice, and is not a party to the commercial arrangement between you and the payer. The Invoice is a payment-collection tool only. Settlement of an Invoice through the Platform occurs in Virtual Assets and is effected against your Wallet upon receipt of the relevant Virtual Asset payment. You may include, in the description or notes field of an Invoice, your VAN or other bank account details, to enable a payer who prefers to pay in fiat to do so by separate fiat transfer. Any such fiat transfer is not part of the Invoice product. Fiat transfers received against your VAN are received in accordance with Schedule 3-F (Virtual Accounts), and the Company is not responsible for matching, reconciling or attributing any fiat payment to any Invoice. You are solely responsible for: (a) reconciling fiat payments received against your VAN to any Invoice you have issued; (b) the accuracy and completeness of any payment instructions, including any bank or VAN details you include in any Invoice; (c) any commercial or contractual obligation arising between you and the payer; and (d) any tax, invoicing or accounting obligation arising under Applicable Law in respect of any Invoice.

3-G.4 Foreign Exchange. Where a Remittance Service involves a conversion between currencies or between fiat and Virtual Assets, the conversion is a Conversion Service governed by Schedule 3-B (Conversion Services). The applicable exchange rate, network fees and transaction fees will be displayed before you confirm the instruction. You acknowledge that, between the time you confirm an instruction and the time the conversion is executed, the rate may move, and the amount actually delivered to the recipient may differ from the indicative amount.

3-G.5 Execution and Timing. Remittance Services are executed on a best-efforts basis. The Company does not represent or warrant any particular processing time. Execution may be delayed or affected by banking and Card Network cut-off times, public holidays, the payment rail selected, intermediary banks, the rules of the relevant blockchain network (including Forks, congestion and validator behaviour), or the requirements of any Infrastructure Provider, remittance Partner or Applicable Law. The Company is not liable for any loss caused by such delays.

3-G.6 Refusal, Suspension and Reversal. The Company may delay, refuse, suspend or reverse any Remittance Service or any instruction in connection with a Remittance Service where: (a) required by Applicable Law or by direction of any regulator, court or competent authority; (b) the payment, the recipient, the recipient’s institution or any other party to the payment is subject to sanctions or to a sanctions-screen alert; (c) the payment is suspected to be connected to fraud, money laundering, terrorist financing or other illegal activity; (d) the recipient details are inaccurate, incomplete or inconsistent with the screening data we hold; (e) the Wallet Balance is insufficient to cover the amount remitted together with applicable fees, network fees and any FX spread; (f) any Infrastructure Provider or remittance Partner declines to execute the payment; (g) you have not provided, within the time period notified to you, documentation, information or responses we have requested under our Compliance Program (including any enhanced due diligence request) in respect of the Remittance Service, the recipient or the recipient's institution; or (h) any other circumstance applies that we identify as a basis for refusing, suspending or reversing a payment under this Agreement. Where a Remittance Service is refused or reversed, you bear any associated network, intermediary-bank or settlement cost.

3-G.7 Limits and Restrictions. Each Remittance Service is subject to per-transaction, daily, monthly and cumulative limits as may be published on the Platform from time to time. We may apply limits at the level of the User, the recipient, the recipient jurisdiction, the originating currency or the payment rail. Limits may be changed at any time without notice for regulatory, risk-management or operational reasons. The Restricted Categories in Section 5.4 and the Activities Requiring Our Prior Approval in Section 5.5 apply to your use of the Remittance Services.

3-G.8 Jurisdictional Availability. Remittance Services are not available in all jurisdictions, in all currencies, on all payment rails or to all recipients. The available currencies, payment rails, recipient jurisdictions and product features are published on the Platform and may be changed at any time without notice. We may decline to provide a Remittance Service, or may suspend, limit or withdraw any aspect of the Remittance Services, in any jurisdiction where we determine that we are unable to offer them lawfully or in accordance with our regulatory obligations and risk requirements. You are responsible for ensuring that your use of the Remittance Services is lawful in the jurisdiction in which you are located or resident, and in the jurisdiction of each recipient to whom you remit funds.

3-G.9 Recipient Liability and Recovery. The Company has no contractual relationship with the recipient of any Remittance Service unless the recipient is itself a User and a separate contractual relationship is established. Where a payment is executed in accordance with the instructions you provide, the payment is final and the Company is not liable for, and has no obligation to recover, the payment from the recipient. Where the Company is able, in its discretion, to assist with recall or recovery, the Company may do so on a best-efforts basis and may pass through any cost imposed by an Infrastructure Provider, remittance Partner, intermediary bank or blockchain network in connection with the recall or recovery.

3-G.10 Tax. You are solely responsible for determining and meeting any tax obligation that may arise from your use of the Remittance Services, including (without limitation) income tax, value-added or goods-and-services tax, withholding tax, employment-related tax and reporting obligations. We are not responsible for determining, collecting, reporting, withholding or remitting any tax in connection with any Remittance Service, except to the extent expressly required of us by Applicable Law and disclosed on the Platform.

3-G.11 Use of Remittance Services by Third Parties. The Remittance Services are for your own use only. You must not use the Remittance Services to remit funds on behalf of any other person on a custodial, nominee, agency or pooled basis, or to remit funds that do not relate to your own business or personal activities. You may not use the Remittance Services to operate a payment-services business of your own, to act as a money-services business in relation to third parties, or to provide payment-execution, remittance, money-transmission or money-changing services to any other person. The Bulk Payment service is intended for payments by you to your own counterparties (such as suppliers, contractors or service providers); it is not authorised for the operation of any downstream payment, remittance or money-transmission service. For the avoidance of doubt, this Section 3-G.11 does not prohibit you from using the Remittance Services to pay your own counterparties (such as suppliers, contractors, service providers, vendors or employees), where the obligation to pay is your own obligation and the funds remitted are your own property.

Schedule 4 — Jurisdictional Addenda

Reserved. The Elephants Inc group may issue Jurisdictional Addenda from time to time to set out terms specific to users resident in particular jurisdictions, including (without limitation) data-protection addenda required by Applicable Law (such as the EU General Data Protection Regulation, the UK Data Protection Act, the California Consumer Privacy Act, the Singapore Personal Data Protection Act, the Hong Kong Personal Data (Privacy) Ordinance, the Australian Privacy Act and analogous regimes), jurisdiction-specific regulatory disclosures, and any mandatory local-law provisions. When issued, each Jurisdictional Addendum will be deemed to form part of this Agreement in respect of users to whom it applies, and will prevail over the body of this Agreement to the extent of any inconsistency in relation to the matters it covers for those users. Jurisdictional Addenda in effect from time to time are published on the Platform.

Availability and jurisdictional restrictions. The Services are not available in all jurisdictions. Eligibility to access and use the Services, and any jurisdictional restrictions that apply to you, are determined through our onboarding and verification process, and not by geolocation or IP-based screening. We may decline to provide, or may suspend, limit or withdraw, the Services, or any feature of the Services, in any jurisdiction where we determine that we are unable to offer them lawfully or in accordance with our regulatory obligations and risk requirements. We do not represent or warrant that the Services are available, appropriate or permitted for use in any particular jurisdiction, and you are responsible for ensuring that your access to and use of the Services is lawful in the jurisdiction in which you are located or resident. Where we restrict the Services in a jurisdiction, we may do so by reference to internal eligibility criteria applied at onboarding, and we are not obliged to publish a list of restricted jurisdictions.