Terms & Conditions

TABLE OF CONTENTS

• 1. Parties, Scope and Acceptance
• 2. Definitions
• 3. Eligibility, Onboarding, KYC/AML and Sanctions
• 4. Services - General
• 5. Accounts, Custody and Reconciliation
• 6. NexPay Card (Card Issuance Services)
• 7. Swap Transactions (Third‑Party Provider)
• 8. Self‑custody Wallet and Smart Contract Vault
• 9. Virtual Accounts
• 10. Fees, Taxes and Charges
• 11. Data Protection and Privacy
• 12. Risk Disclosures and Client Acknowledgement
• 13. Electronic Communications and Instructions
• 14. Suspension, Limitation and Termination
• 15. Limitation of Liability and Liability Cap
• 16. Indemnification
• 17. Third‑party Vendors and Allocation of Responsibility
• 18. Insurance
• 19. Complaints, Dispute Resolution and Governing Law
• 20. Miscellaneous
• Annex A — Custodian Account Terms
• Annex B — NexPay Card Terms (Cardholder Agreement)
• Annex C — Swap Transactions Terms
• Annex D — Self‑custody Wallet & Smart Contract Vault Terms
• Annex E — Virtual Account Terms
• Annex F — Other Third‑party Services, Vendors and Descriptions
• Fee Schedule (published in App/Site)
• Vendor Register (available on request)

1. PARTIES; INTERPRETATION; SCOPE

1.1 Parties. These Terms govern the provision of services by the NexPay group (the "Group", "NEXPAY", "we", "us", "our") to you (the "Client", "you", "your"). The Group includes, as applicable:

(a) NEXPAY Limited, a private company limited by shares incorporated in Hong Kong (Company No. 78817851; Registered Office: RM 1406, 14/F Solo Building, 41-43 Carnarvon Road, Tsim Sha Tsui, Hong Kong;

(b) NEXPAY COSTA RICA, SOCIEDAD DE RESPONSABILIDAD LIMITADA, Cédula Jurídica: 3-102-944491, Registered Office: 37th Street, 3rd Avenue, District of San Pedro, Canton of Montes de Oca, Province of San José, Costa Rica; and

(c) Any Group entity that is authorised by NEXPAY to provide the Services under these Terms.

1.2 Scope. These Terms apply worldwide to all Services offered by the Group including but not limited to:

(a) Custodian Accounts;

(b) NexPay Card (card issuance, program management and cardholder services);

(c) Swap Transactions (executed/provided by designated third parties);

(d) Management of Self‑custody Wallets and Smart Contract Vaults;

(e) Provision of Virtual Payment Accounts;

(f) any ancillary, technical, or operational services provided in connection with the foregoing.

In the event of a conflict between these Terms and any product-specific annex, the annex shall prevail to the extent of the inconsistency.

2. DEFINITIONS

"Account" means the electronic account opened for you within the NEXPAY platform through which you access and use the Services, including any associated sub-accounts or functional balances.

"App" means the NexPay mobile application, web application, online portal or any other digital interface provided or approved by NEXPAY for accessing or using the Services.

"Applicable Law" means all laws, statutes, regulations, regulatory technical standards, directives, rules, guidance, circulars, ordinances, decisions, supervisory expectations, and orders of any competent governmental, judicial or regulatory authority that apply to the Services, the Group, or to you, in any relevant jurisdiction.

"Card" means any physical or virtual payment card issued to you under Annex B (NexPay Card Terms) and operated on Visa, Mastercard or any other card network approved by the card issuer.

"Cardholder Agreement" means the cardholder terms and conditions governing the issuance and use of the Card, as set out in Annex B and as supplemented by any issuer or card-network rules.

"Credit Account" means an internal non-credit ledger balance used for processing Card settlements, reversals, fees or adjustments within the NEXPAY platform. It is not a loan, credit facility, overdraft or any form of regulated credit.

"Custodian Account" means an account through which Virtual Assets are held by NEXPAY or an authorised custodian on your behalf under an applicable Custodian Agreement.

"Custodian Agreement" means the written agreement governing the custody, safekeeping, segregation, sub-custody and handling of Virtual Assets held in a Custodian Account.

"Enabled Device" means any device (mobile, desktop, hardware wallet, or other interface) that you use to access the App, the Site, or the Services and which meets NEXPAY's security and authentication requirements.

"Event of Default" means any event or circumstance that entitles NEXPAY to suspend, restrict or terminate the Services, including but not limited to breach of these Terms, AML/CTF concerns, sanctions issues, fraud, misuse of the Services, or failure to satisfy KYC or ongoing verification requirements.

"Instruction" means any request, order, approval, communication or direction provided by you through the App, the Site, an Enabled Device, or any other authenticated channel approved by NEXPAY, whether submitted manually or programmatically.

"Liability Cap" means the maximum aggregate liability of NEXPAY to you under these Terms, as set out in Clause 15 (Limitation of Liability and Liability Cap).

"Mandatory Law" means any provision of Applicable Law that cannot be disapplied or contracted out of and which prevails over these Terms to the extent of any conflict.

"Proscribed Person" means any individual or entity that:

(a) appears on a sanctions, designated persons, restricted persons, or similar list issued by the United Nations, the United States Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, Costa Rica's Unidad de Análisis Financiero (UAF), or any other relevant governmental or regulatory authority;

(b) is owned or controlled, directly or indirectly, by a person described in paragraph (a); or

(c) is otherwise subject to sanctions, asset freezes, trade restrictions, or prohibitions under Applicable Law.

"Services" means all services made available to you by NEXPAY under these Terms, whether provided directly by NEXPAY or delivered through third-party issuers, custodians, liquidity providers, banks, payment service providers or other authorised vendors, including Custodian Accounts, Cards, Swap Transactions, Virtual Accounts, self-custody connections, Smart Contract Vault access, technical integrations and all ancillary or support services.

"Site" means the NexPay website located at https://nexpay.co/ and any successor site.

"Smart Contract Vault" means a blockchain-based contract, vault, or protocol-controlled wallet to which you connect through the Services and which may enable storage, staking, locking, or management of Virtual Assets.

"Support Channel" means NEXPAY's customer support email, in-app support chat, or any other communication method expressly approved by NEXPAY for receiving customer enquiries or notifications.

"Swap Provider" means the authorised third-party liquidity provider, exchange, or execution partner responsible for executing Swap Transactions.

"Swap Transactions" means the purchase, sale, exchange or conversion of one Virtual Asset for another (or for fiat, where supported) as executed by a Swap Provider through the App.

"Virtual Account" means a payment reference, virtual IBAN or other virtual payment identifier assigned to you for the purpose of receiving and routing payments to your Account. A Virtual Account is not a bank account, does not establish a banking relationship, and is provided subject to the terms of the underlying bank or payment-service provider.

"Virtual Asset" means any digital representation of value that can be digitally transferred, stored, traded or used for payment or investment purposes, and includes cryptocurrencies, stablecoins, tokens and other blockchain-based assets, whether or not they constitute a security under Applicable Law; but excludes (i) closed-loop, non-transferable digital items with no market value, and (ii) digital records representing only access rights or services that are not intended to be transferable.

"Wallet" means a self-custody wallet, custodial wallet, or other digital address or key-pair used to store or transfer Virtual Assets, whether provided by you or accessed through the Services.

Defined terms used in these Terms have the meanings assigned in the body of these Terms and in the Annexes. Headings are for convenience only and do not affect interpretation.

3. ELIGIBILITY, ONBOARDING, KYC/AML AND SANCTIONS

3.1 Eligibility

You represent and warrant that you are legally capable of entering a binding contract, meet any applicable age requirement, are not a Proscribed Person, and you are legally permitted to use the Services from the jurisdiction where you access or subscribe to them.

3.2 Onboarding

We will open Accounts/Custodian Accounts only upon successful completion of our onboarding, Know Your Customer (KYC) and verification processes. You must provide complete, accurate and current information, and respond to requests for documents or information. Failure to provide requested information may result in suspension or termination.

3.3 AML/CTF and Sanctions

We perform AML/CTF checks, transaction monitoring and sanctions screening (including checks against lists published by the Financial Action Task Force (FATF), United Nations Security Council, Costa Rica's Unidad de Análisis Financiero (UAF), SUGEF/SUGEVAL lists, international sanctions lists and other authorities). You consent to such checks and to data disclosures to competent authorities or third‑party screening providers as required by Applicable Law.

3.4 Refusal and Restrictions

We may refuse, suspend, limit, or otherwise restrict access to any Service where required or advisable for reasons including compliance with Applicable Law, AML/CTF or sanctions obligations, security concerns, operational constraints, risk-management considerations, or to protect NEXPAY's legitimate business or reputational interests.

4. SERVICES - GENERAL

4.1 Provision

Services may be provided directly by NEXPAY or through authorised third-party providers. We may modify, suspend, restrict or discontinue any Service at any time to comply with regulatory requirements, operational needs or risk considerations. Availability of specific Services may vary by jurisdiction, licensing status and regulatory approvals.

4.2 Third‑party Terms

Certain Services rely on third-party providers (including card issuers, custodians, Swap Providers, AML/KYC vendors and banking partners). Where such providers impose their own terms, rules or policies, you agree to comply with them. In the event of a conflict, mandatory third-party terms will prevail for the relevant Service.

4.3 Limits

We may impose and amend limits on transactions, balances, funding, withdrawals, deposits, card usage, swaps or any other aspect of the Services. You must comply with all limits communicated to you through the App or otherwise notified.

4.4 Services Overview and Custody Arrangements

a) Services

NexPay provides a technology-enabled platform through which Clients may access digital asset-related services, including transaction functionality, account interfaces, and integrations with third-party service providers.

b) Fiat Funds

NexPay does not act as a bank or deposit-taker. Any fiat funds supported through the platform are held by authorised third-party banks or payment service providers in accordance with their regulatory permissions. NexPay does not hold or take ownership of Client fiat funds.

c) Virtual Asset Custody Infrastructure

Where custody services are offered, digital assets are secured using the Fireblocks UK INT’L Limited (“Fireblocks”) platform, which provides institutional-grade wallet infrastructure, key management, and transaction security. Fireblocks acts as a technology service provider and does not assume ownership or control of Client assets.

c) Custody Responsibility

Custody of digital assets is exercised on behalf of the Client in accordance with the applicable service model and regulatory framework. NexPay does not act as a bank, trustee, or fiduciary unless expressly stated.

5. ACCOUNTS, CUSTODY AND RECONCILIATION

5.1 Account Nature

Accounts are operational tools used to facilitate the Services. They are not bank accounts, savings accounts, investment products or regulated deposit-taking facilities supervised by SUGEF, SUGEVAL or any equivalent authority.

Accounts are not insured by FONDEMIPO or any deposit guarantee or investor-protection scheme, unless expressly stated for a specific regulated service.

5.2 Custody

For Custodian Accounts, assets will be held either by the Group, an appointed custodian, or sub‑custodian under custody agreements. Title, legal ownership and protections are subject to the applicable custody model, the custody agreement and local law; segregation and insolvency protections differ by jurisdiction.

5.3 Reconciliation; Records

We will provide transaction histories and periodic statements through the App. Our electronic records are deemed accurate, conclusive and binding unless you notify us of a manifest error within thirty (30) calendar days (or a shorter period where required by local law).

5.4 Returns and Withdrawals

Withdrawals, transfers and outbound movements of funds or Virtual Assets (as applicable) may be subject to service-specific rules, network congestion, liquidity conditions, provider limitations, AML/CTF controls and sanctions screening. NEXPAY may delay, restrict or refuse processing where required by Applicable Law, by a third-party provider, or for risk-management purposes.

6. NEXPAY CARD (CARD ISSUANCE SERVICES)

6.1 Card Issuance and Program

Card issuance is subject to card network rules and issuer agreements. Annex B (NexPay Card Terms) sets out additional rights and obligations specific to the Card.

6.2 Funding and Settlement

Card transactions will debit the designated funding source (Custodian Account, Wallet, Credit Account or other approved balance). You are responsible for maintaining sufficient funds to cover all card transactions and related charges.

We may automatically apply available balances to settle card transactions, fees, chargebacks, reversals, or any other amounts owed in connection with your use of the Card.

6.3 Security

You must keep your PIN, CVV and card details secure and confidential. You must promptly report loss, theft, compromise or unauthorized use of your card to the Support Channel.

6.4 Declines and Reversals

Transactions may be declined, reversed, blocked or delayed in accordance with card network rules, issuer or acquirer decisions, Applicable Law or our risk management and compliance policies.

7. SWAP TRANSACTIONS (THIRD‑PARTY PROVIDER)

7.1 Third‑party Provision

Swap Transactions are executed and settled by designated third party liquidity or Swap Providers. Annex C applies to all Swap Transactions.

7.2 Execution, Pricing and Settlement

Price discovery, matching, execution, confirmation and settlement are governed by the terms and operational procedures of the relevant Swap Provider. Pricing may be subject to slippage, market volatility, execution delays, liquidity constraints and counterparty risks.

7.3 Risk

You acknowledge and accept market, execution, counterparty, liquidity and third‑party operational risks associated with Swap Transactions.

8. SELF‑CUSTODY WALLET AND SMART CONTRACT VAULT

8.1 Self‑custody Responsibility

If you opt for self‑custody, you are solely responsible for the control, security and backup of your private keys, seed phrases and any credentials associated with your Wallet. NEXPAY cannot recover lost private keys or seed phrases and will not be liable for any loss arising from your failure to secure such credentials. You acknowledge the irreversible and complex nature of blockchain transactions and self-custody management.

Annex D provides additional terms governing self-custody and Smart Contract Vaults.

8.2 Smart Contracts; Protocol Risk

Smart contracts involve code, design, protocol and economic risks including vulnerabilities, exploits, forks, protocol failures and network disruption. We do not guarantee the security, functionality or correctness of any third-party smart contract and are not liable for losses arising from smart-contract or protocol risks, except to the extent directly caused by our gross negligence or wilful misconduct.

9. VIRTUAL ACCOUNTS

9.1 Nature

Virtual Accounts are operational payment identifiers used for routing and reconciliating inbound payments. They do not constitute bank accounts, deposit accounts, savings accounts, or regulated payment accounts unless expressly stated for a specific Service. Funds sent to a Virtual Account may be pooled, processed, or held by third-party banks or payment providers, and all settlement timing, intermediary bank deductions and routing are subject to the terms, processing rules and operational constraints of such providers.

9.2 Reconciliation

We will use reasonable efforts to reconcile incoming payments assigned to your Virtual Account. You must notify us in writing within fourteen (14) days of becoming aware of any missing, misrouted, delayed or misapplied payment. Failure to provide timely notice may result in our records being deemed conclusive.

10. FEES, TAXES AND CHARGES

10.1 Fee Schedule

Fees applicable to the Services are set out in the Fee Schedule published in the App and on the Site. We may amend the Fee Schedule from time to time with any notice required by Applicable Law. Unless expressly stated otherwise, all fees are exclusive of taxes.

10.2 Deduction

We may deduct any applicable fees, charges, reversals, dispute fees, recall amounts or adjustments from your Account balances. If your balance is insufficient, you remain fully responsible for the outstanding amount and must promptly fund your Account or pay the shortfall.

10.3 Taxes

You are solely responsible for determining, reporting and paying any taxes arising from your use of the Services. We may withhold taxes where required under Applicable Law and you agree to provide any tax forms, certifications or information reasonably requested.

11. DATA PROTECTION AND PRIVACY

11.1 Privacy Policy

Our Privacy Policy (Terms and Conditions) explains how we collect, use, store, transfer and disclose Personal Data. By using the Services, you acknowledge that processing of Personal Data is necessary for onboarding, AML/CTF compliance, provision of Services and operational purposes. We comply with Applicable Law on data protection including Costa Rican data protection legislation (Ley No. 8968) and any applicable regulations.

11.2 Transfers

By using the Services you consent to the cross‑border transfer of Personal Data between Group entities, custodians, card issuers, payment processors, cloud providers and other authorized vendors where necessary to deliver the Services or comply with Applicable Law. Data transfers will be conducted subject to appropriate safeguards where required.

12. RISK DISCLOSURES AND CLIENT ACKNOWLEDGEMENT

12.1 Market Volatility

Virtual Assets are highly volatile, may rapidly fluctuate in value and may become entirely worthless. You acknowledge and accept the risk of partial or total loss of value.

CRITICAL RISK DISCLOSURE: NexPay's Virtual Asset related services are not regulated by SUGEF or SUGEVAL in Costa Rica, are not legal tender, are not backed by any government or central bank, and are not protected by any deposit insurance or investor compensation schemes in Costa Rica or any other jurisdiction.

12.2 Fraud & Technology Risk

You are solely responsible for securing your login credentials, devices, private keys and authentication methods. Despite our security controls, external fraud, phishing attempts, SIM-swap attacks, malware and other threats may occur. You bear the risk of losses arising from compromised devices or credentials.

12.3 Regulatory Risk

Laws and regulations governing Virtual Assets, payments, card programs, custody and related services are evolving. Regulatory changes, enforcement actions, licensing requirements or government restrictions may limit or prevent your use of the Services, affect the value or legality of Virtual Assets, or require suspension or modification of Services.

12.4 No Advice

We do not provide investment, tax, legal, accounting or financial advice. You are responsible for evaluating the risks of the Services and obtaining independent professional advice where necessary.

13. ELECTRONIC COMMUNICATIONS AND INSTRUCTIONS

13.1 Binding Electronic Instructions

Any Instruction submitted through an authenticated session, the App, your Enabled Device, or any other authorised channel shall be deemed valid, duly authorised and binding on you. You are responsible for all Instructions issued using your credentials, regardless of whether you authorised them.

13.2 Risk of Transmission

Electronic transmissions may be delayed, intercepted, altered or corrupted during transmission. To the fullest extent permitted by Applicable Law, we are not liable for any loss arising from transmission errors, network failures, compromises, outages, or other events outside our reasonable control.

13.3 Use of the App

The App is provided for accessing and using the Services. You must ensure your device is secure, updated and capable of running the App. You must not reverse-engineer, modify, interfere with or misuse the App. We may update, suspend or limit App functionality for security, maintenance or operational reasons. You are responsible for keeping your login credentials secure and for all Instructions submitted through the App.

14. SUSPENSION, LIMITATION AND TERMINATION

14.1 Suspension/Termination by Us

To the fullest extent permitted by Applicable Law, we may suspend, freeze, limit, restrict, or terminate your Account or any part of the Services with or without prior notice, where required or reasonably advisable due to:

(a) a breach of these Terms or failure to comply with any Instruction or requirement issued by NEXPAY;

(b) AML/CTF, sanctions, fraud, or other financial-crime concerns, including failed or inadequate KYC or ongoing verification;

(c) suspected unauthorised, fraudulent, abusive or otherwise irregular activity on your Account;

(d) regulatory, governmental, card-network, custodian, banking-provider or Swap Provider instructions, or other legal obligations;

(e) operational, technical, security or risk-management considerations, including threats to platform integrity, infrastructure, or client protection.

Any of the above circumstances may constitute an event that justifies suspension or termination of the Services.

14.2 User Termination

You may request to close your Account via the App or any authorized channel. We may require identity verification or additional information before processing your termination request or releasing any remaining balances.

14.3 Post‑termination

Termination of your Account does not release you from any obligations, liabilities or fees incurred prior to the effective date of termination. Sections relating to liability, indemnity, data retention, and dispute resolution shall survive termination.

15. LIMITATION OF LIABILITY; LIABILITY CAP

15.1 Exclusions

Except where prohibited by Mandatory Law or in cases of our fraud or willful misconduct, we exclude all liability for indirect, incidental, consequential, special or punitive damages, including market losses, loss of profit, loss of opportunity, loss of data or reputational harm.

15.2 Liability Cap

Subject to Mandatory Law, our maximum aggregate liability to you for all claims arising under or in connection with these Terms shall not exceed Seven Thousand Euros (€7,000) per person.

The Liability Cap does not apply to:

(a) amounts properly due and payable by you to NEXPAY;

(b) liability for infringement of intellectual property rights;

(c) breaches of confidentiality obligations;

15.3 Consumer Protections

Where Costa Rican consumer protection law or any other Mandatory Law grants you rights that override these Terms, such rights shall prevail solely to the extent required.

16. INDEMNIFICATION

16.1 You agree to indemnify and hold harmless the Group, its affiliates and their respective officers, directors, employees, agents and contractors against all claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or related to:

(a) your breach of these Terms;

(b) your violation of Applicable Law;

(c) your misuse, unauthorised use or fraudulent use of the Services;

(d) your negligent or wilful acts or omissions; or

(e) any claim brought by a third party relating to your use of the Services.

17. THIRD‑PARTY VENDORS; ALLOCATION OF RESPONSIBILITY

17.1 Vendors

We rely on third-party vendors for functions including AML/CTF screening, custody, card issuance, swap execution, payment processing, liquidity provision, KYC, blockchain infrastructure, cloud hosting and other operational services.

17.2 Allocation

Unless expressly stated otherwise, each vendor is responsible for the performance of its own services. The Group acts as integrator and facilitator and is not responsible for delays, errors, failures or losses caused by such vendors. You acknowledge that certain remedies may need to be pursued directly against the relevant vendor, subject to contractual limitations and Applicable Law.

17.3 Vendor Disclosure

We will maintain a public, redacted vendor register. A full vendor list and relevant contractual summaries may be provided to regulators and, upon legitimate request and subject to confidentiality safeguards, to customers.

18. INSURANCE

18.1 Coverage Statement

We may maintain commercially reasonable insurance, where available, to cover certain operational risks. Such insurance does not increase or modify the Liability Cap, does not create any obligation to pay amounts beyond the applicable policy terms, and does not provide any guarantee or assurance to you. Any insurance proceeds are at NEXPAY's discretion and may not be payable to you.

19. COMPLAINTS, DISPUTE RESOLUTION AND GOVERNING LAW

19.1 Complaints Procedure

(a) Submission: Complaints must be submitted in writing to our Complaints Handling Department at support@NexPay.com and must include a clear description of the nature of the complaint, relevant dates, and the requested remedy you seek.

(b) Acknowledgement: We will acknowledge complaints within three (3) business days.

(c) Summary Resolution: If your complaint is resolved within three (3) business days we will issue a Summary Resolution Communication (SRC).

(d) Formal Investigation: Where further investigation is required, we will conduct a formal review and aim to issue a Final Response Letter (FRL) within fifteen (15) business days or as otherwise required by Applicable Law.

19.2 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of Costa Rica, subject to Mandatory Law or mandatory consumer-protection rights in your jurisdiction.

19.3 Arbitration

Except to the extent prohibited by Mandatory Law, any dispute, controversy or claim arising out of or relating to these Terms, including non‑contractual claims, shall be finally resolved by arbitration seated in San José, Costa Rica, in accordance with the rules agreed between the Parties, or, failing agreement, the rules of the Cámara de Comercio de Costa Rica or other competent arbitration body.

19.4 Jurisdictional Conflicts

If Mandatory Law in your jurisdiction restricts or disapplies the arbitration clause or other contractual limitations for certain claims (including low-value consumer claims), such Mandatory Law shall apply only to the extent required. In all other circumstances, the arbitration clause, Liability Cap and limitations of liability remain fully effective.

20. MISCELLANEOUS

20.1 Intellectual Property

All Intellectual Property rights in the App, Site and Services are owned by NEXPAY or its licensors. You are granted a limited, non-exclusive, revocable license to use the App and Services solely in accordance with these Terms.

20.2 Confidentiality

Each party must maintain the confidentiality of the other party's non‑public information and may only disclose such information where authorized, required by law, or necessary to comply with regulatory requirements.

20.3 Assignment

You may not assign, transfer or subcontract any rights or obligations under these Terms without our prior written consent. NEXPAY may assign, transfer or subcontract any of its rights or obligations, including to affiliates or authorized third parties, provided that such assignment does not materially reduce your contractual protections.

20.4 Force Majeure

Neither party will be liable for any delay or failure to perform obligations under these Terms caused by events beyond its reasonable control, including acts of government, regulatory action, war, civil unrest, pandemics, natural disasters, strikes, supply failures, internet outages, or blockchain network disruptions.

20.5 Severability; Entire Agreement; Amendments

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force.

These Terms, together with incorporated documents and applicable Annexes, constitute the entire agreement between you and NEXPAY regarding the Services.

We may amend these Terms to comply with regulatory, operational or business requirements and will notify you in accordance with Applicable Law. Your continued use of the Services after any update constitutes your acceptance of the revised Terms.

ANNEX A — CUSTODIAN ACCOUNT TERMS

A.1 Custody Model

(a) Where NEXPAY or an appointed custodian holds Virtual Assets on your behalf, the applicable Custodian Agreement governs title, segregation, sub-custody arrangements, and all custody-specific rights and protections.

(b) Client assets will, where practicable and as required by Applicable Law, be held segregated from NEXPAY's proprietary assets. The nature and legal effect of segregation including insolvency treatment, are determined exclusively by the Custodian Agreement and Applicable Law.

(c) We or any appointed custodian may freeze, block, restrict or delay access to any Custodian Account or Virtual Assets where required for AML/CTF checks, sanctions compliance, fraud prevention, security or operational risk reasons, or pursuant to instructions from a competent authority, a custodian, or a sub-custodian.

A.2 Sub‑custodians

(a) NEXPAY may appoint reputable sub‑custodians in one or more jurisdictions as part of the custody model. Sub‑custodians will be engaged under written agreements that include appropriate contractual protections including safekeeping, reporting, and audit rights.

(b) To the fullest extent permitted by Applicable Law, we are not liable for the acts, omissions, insolvency or failures of any sub‑custodian, except to the extent directly caused by our own gross negligence or wilful misconduct in their appointment or oversight.

A.3 Account Statements and Reconciliation

(a) Transaction histories and statements will be provided via the App. You must notify us in writing within ten (10) calendar days of any manifest error. Failure to notify within this period may result in our records being deemed conclusive.

(b) On-chain transfers are irreversible once broadcast to a blockchain network. Network congestion, miner fees, protocol errors, forks or chain re-organisations may delay, alter or prevent settlement. You are solely responsible for ensuring that wallet addresses, network selection and transaction details are correct.

A.4 Withdrawals and Transfers

(a) Withdrawal requests are subject to AML/CTF checks, sanctions screening, network conditions, settlement timing, liquidity constraints and any applicable holds or limits. We may delay, restrict or refuse withdrawals where required by Applicable Law or risk-management considerations.

(b) We or any appointed custodian may freeze, block or delay access to Custodian Accounts or Virtual Assets where required by AML/CTF, sanctions, fraud prevention, operational risk, or regulatory instructions.

(c) Any conversion of assets (including fiat-to-Virtual Asset or Virtual Asset-to-fiat conversions) is subject to liquidity, pricing, spreads, third-party fees and network conditions. Conversion rates are indicative only until execution is completed.

A.5 Insolvency and Title

(a) The treatment of Client assets in the event of insolvency of NEXPAY or any custodian is governed by the Custodian Agreement and Applicable Law. NEXPAY will use reasonable efforts to inform clients and cooperate with competent authorities during any relevant insolvency process.

(b) Custodians and sub-custodians are responsible for safekeeping in accordance with their respective agreements. NEXPAY is not liable for their acts or omissions except to the extent required by Applicable Law.

ANNEX B — NEXPAY CARD TERMS (CARDHOLDER AGREEMENT)

B.1 Card Issuer and Processing

(a) Cards are issued by a licensed card issuer or program manager and operate on the relevant card network (e.g., Visa/Mastercard) in accordance with the issuer, network, and acquiring-bank rules. Your use of the Card is subject to those rules and applicable Cardholder Agreement terms.

B.2 Activation and Use

(a) Cards must be activated through the App prior to use. Use of the Card constitutes acceptance of these terms and of the applicable network and issuer rules.

(b) Certain merchants (including hotels, fuel stations, car rentals and online service providers) may place a pre-authorisation hold on your Card. This temporarily reduces your available balance. The final settlement amount may differ from the pre-authorised amount, and the release of any hold may take several days and is outside NEXPAY's control.

B.3 Funding and Chargebacks

(a) Card transactions debit your designated funding source (Custodian Account, Wallet or other approved balance). Chargebacks, disputes and reversals will be processed in accordance with card-network and issuer rules. We may debit your Account for chargebacks, dispute amounts or fraudulent transactions as required under those rules.

(b) You must provide any information or evidence requested to support a chargeback or dispute. Filing a chargeback does not guarantee recovery of funds, and we may debit your Account for any chargeback, reversal, dispute amount or related fees.

(c) Card transactions may post with delays due to merchant settlement practices, network timing or issuer rules. Offline transactions may be processed later and may exceed your available balance; you remain responsible for all such amounts.

B.4 Fees and Limits

(a) Card fees (including issuance, replacement, ATM withdrawal, FX and other fees) and applicable limits are set out in the Fee Schedule. We may amend such fees and limits with the notice required by Applicable Law.

(b) ATM withdrawals are subject to applicable limits, ATM-operator fees, network fees and foreign exchange charges. NEXPAY is not responsible for ATM malfunctions, the availability of cash, or any fees charged by third-party ATM operators.

B.5 Lost/Stolen Cards and Liability

(a) You must immediately report lost, stolen or compromised cards. You are responsible for unauthorized transactions until reported, except to the extent limited by Applicable Law or issuer rules. NEXPAY will investigate and cooperate with issuers, authorities and networks, as appropriate.

B.6 PINs & Security

(a) You must keep your PIN, CVV and card details confidential and comply with all security guidance provided through the App or by the issuer.

These terms will be hosted at: Terms and Conditions

Region: International | Program Type: Consumer | Flow: Partner-Managed

---

NEXPAY SPEND CARD TERMS

TABLE OF CONTENTS

• 1. Parties and Acceptance
• 2. Definitions
• 3. Spending Limits
• 4. Purchases & Restrictions
• 5. Payments
• 6. Fees
• 7. Managing Your NEXPAY Cards
• 8. Chargebacks
• 9. Termination
• 10. Change of Terms
• 11. Remedies
• 12. Delay in Enforcement
• 13. Communications and Call Recording
• 14. Governing Law
• 15. Dispute Resolution & Arbitration

1. PARTIES AND ACCEPTANCE

These NEXPAY Spend Card Terms (the "Card Terms") are a binding agreement between you ("you" or "your"), NEXPAY COSTA RICA, SOCIEDAD DE RESPONSABILIDAD LIMITADA, Cédula Jurídica: 3-102-944491, Registered Office: 37th Street, 3rd Avenue, District of San Pedro, Canton of Montes de Oca, Province of San José, Costa Rica, and the card Issuer, including its affiliates, successors, and assigns ("Issuer," "we", "us", or "our") that govern your use of the NEXPAY Spend Cards, including the process for obtaining and managing NEXPAY Spend Cards, access to which is provided to you by NEXPAY COSTA RICA, SOCIEDAD DE RESPONSABILIDAD LIMITADA ("NEXPAY").

Important Disclosures

Rates, fees, and other important information about your NEXPAY Spend Card ("Card") are set forth in these Important Disclosures.

Fees

• Transaction Fee: 1.0%
• Foreign Purchases
• Foreign Exchange Fee (non-USD): 1.5%
• Cross Border Fee: 1.5%

When you apply for a card account, activate a card, or otherwise participate in the program in any way, you represent that you have read, understand, and agree to these Issuing Terms.

Background

The NEXPAY Card is provided to you on behalf of NEXPAY in connection with your status as NEXPAY customer and pursuant to your separate User Agreement between you and NEXPAY (the "User Terms"). The Issuer is not a party to the NEXPAY User Terms and disclaims any liability for the performance of services covered therein.

Details on NEXPAY's collection, use, and handling of your personal data are described in the Privacy Policy. Please review it carefully and contact NEXPAY if you have any questions. By opening, using, or maintaining a Card, you consent to and direct Issuer to share information relating to transactions, including receipt information or other personal data, in order to deliver the Services.

The card program is issued by the Issuer under license from Visa. The information about the cost of the Card described in the above table is accurate as of December 19, 2025. This information may change after that date. To find out what may have changed, contact our support team at support@nexpay.com.

2. DEFINITIONS

"Card Networks" means the payment card networks including Visa or Mastercard.

"Charge" means a payment for goods or services made to a merchant that accepts payments on the applicable Card Network.

"Chargeback" means a dispute that you initiate against a merchant for an unresolved dispute with the merchant or where a Charge is unauthorized.

"Fee" means charges we impose on you for use of Services or your use of a NEXPAY Card.

"Issuer" refers to the issuer of the card program.

"Periodic Statement" means the periodic statements that reflect activity for all Cards issued to you identifying charges, fees, refunds, or other amounts owed or credited to your NEXPAY Account during the time covered by that statement.

"Supported Blockchains" means the Ethereum Blockchain, Polygon Blockchain, Optimism Blockchain, Arbitrium Blockchain and other blockchain networks which may be added at the sole discretion of Issuer.

3. SPENDING LIMITS

Your spending limit is generally set by NEXPAY pursuant to the terms of the NEXPAY Terms. Issuer may additionally set spending limits on each NEXPAY Card or an aggregate spending limit across all NEXPAY Cards, at its sole discretion. Spending limits are dynamic and may be modified at any time with or without notice to you, including temporary increases or decreases or reducing spending limits to $0. Any authorized Charge or fee on a NEXPAY Card may reduce your spending limit by a corresponding amount.

When you use NEXPAY Card to initiate a transaction at certain merchants where the amount of the final transaction is unknown at the time of authorization, Issuer may assess a value to such a Charge for an amount higher or lower than the final Charges. The initial "hold" Charge will reduce your spending limit until the final Charge is determined.

4. PURCHASES & RESTRICTIONS

The primary purpose of your Account is for personal expenses. NEXPAY and Issuer reserve the right to block and terminate transactions and suspend access to your Account, unless prohibited by applicable law, for transactions and activity which presents patterns that do not conform with consumer purposes.

You may use your Account to purchase or lease goods or services (each, a "purchase") by presenting your Card or providing to participating merchants and establishments that honor the Card your Card number and additional information by any other means (for example, over the phone, online or through a mobile app).

We will not be liable to you (or anyone else) if any merchant or other person cannot or will not process a purchase permitted under these Card Terms. Unless prohibited by applicable law, we may from time to time limit the type, number and dollar amount of any purchase, including any cash-like transaction, even if you have sufficient available credit to complete the purchase.

Cash-Like Transactions

Cash-like transactions include, but are not limited to, the following transactions to the extent they are accepted:

• Purchasing travelers checks, foreign currency, money orders, wire transfers, cryptocurrency, other similar digital or virtual currency and other similar transactions
• Purchasing lottery tickets, casino gaming chips, race track wagers, and similar offline and online betting transactions
• Person-to-person money transfers and account-funding transactions that transfer currency
• Making a payment using a third-party service including bill payment transactions not made directly with the merchant or their service provider

We reserve the right to deny any purchase for any reason, such as account default, suspected fraudulent or unlawful activity, internet gambling, or any indication of increased risk related to the purchase. Where reasonably necessary, we may terminate or suspend your use of the Card or the Account, with or without notice, in order to comply with regulatory requirements, AML/CFT obligations, operational needs, or the Company's risk-management policies, and where permitted by Applicable Law. Cash advances and balance transfers are not available under these Card Terms.

Prohibited Activities

You acknowledge and agree that you have read and understood the Prohibited Activities List and that you will not engage in any such activities when using the Services or the NEXPAY Card.

You acknowledge and agree that you will not use the NEXPAY Card (1) for any expense which is not an expense incurred by you; (2) for any purpose prohibited by these Card Terms; (3) for, with, or for the benefit of any individual or entity who is blocked or sanctioned by the United States, including those identified by the United States Department of Treasury's Office of Foreign Assets Control (OFAC); (4) for anything other than personal, family, or household use.

You will use all reasonable means to protect your NEXPAY Cards and log-in credentials to the NEXPAY Account from unauthorized use. You will not allow any other person or third party to use the Services or the NEXPAY Card on your behalf. You will immediately notify us where you know or suspect that access to your NEXPAY Account has been compromised or your NEXPAY Card has been lost, stolen, or compromised in any way.

5. PAYMENTS

5.1 Promise to Pay

While you will generally repay NEXPAY for amounts transacted with your Card, you also promise to pay Issuer or its assignees for all amounts charged to the Account not repaid by NEXPAY, including all purchases, interest, and charges charged to your Account. You are obligated to repay NEXPAY or its assignees for all transactions made using your Card by people you have authorized to use the Card even if their use of the Card exceeds the authorization which you gave them.

5.2 Periodic Statements

You are responsible for payment in full of all Charges and Fees. Your NEXPAY Account may include Periodic Statements identifying Charges, Fees, refunds, the amount of your Collateral, any other Card transactions, or other amounts owed or credited to your NEXPAY Account. Periodic Statements may be made accessible to you on your NEXPAY Account daily, monthly, or as otherwise prescribed by Issuer.

You must notify us promptly if you believe that there are any errors on your Periodic Statement, and submit any disputes or Chargebacks in accordance with these Card Terms. We are not obligated to send you a monthly statement if we deem your Account to be uncollectible or applicable law does not require us to send you a monthly statement for other reasons.

5.3 Repayments

Where applicable, you may make a repayment for a balance on one or more of your NEXPAY Cards by any means that are permitted by NEXPAY and as provided in your NEXPAY Account.

Any failure to pay the full amount owed to NEXPAY or the Issuer, as applicable, when required is a breach of these Card Terms. You are responsible for all costs or expenses that we may incur in collecting amounts owed but not timely paid, including legal or collections fees and any interest at the maximum rate permitted under law.

5.4 Prepayment

At any time and where applicable, you may pay all or any part of your outstanding Account balance, without penalty. Payment of more than the payment due in one billing cycle will not relieve you of the obligation to pay the entire payment due in subsequent billing cycles.

6. FEES

Subject to applicable law you agree to pay the following fees:

We will disclose any Fees to you when you are approved for a NEXPAY Card through your NEXPAY Account, by updating these Card Terms, or through our website. We may update, add, or change Fees upon 30 days' notice to you.

Fees we assess may include interest or other finance-related charges, periodic fees, fees for Card issuance or replacement, fees applicable to certain transactions, foreign transaction fees, usage fees, service fees, cash advance fees, fees for late payments, fees for failed payments or returned payments, fees for misuse of the Services, fees for Liquidation Events, or other fees we disclose to you. You are responsible for Fees in addition to Charges.

6.1 Penalty Fees

(a) Liquidation fee - Reserved

(b) Returned Payment Fee - Each time a payment on your Account is returned or reversed for any reason or we must return any check, instrument, or transaction you send us because it is incomplete or faulty, we will charge you a returned payment fee. However, we will not charge a returned payment fee if we are charging a late fee with respect to the same minimum payment due and will never charge a returned payment fee exceeding the minimum payment due that was due immediately prior to the date on which the payment was returned to us.

(c) Additional Fees - We may charge fees for special services you request in accordance with applicable law.

6.2 Foreign Currency Transactions

If you make a transaction using your Account in a foreign currency (including, for example, online purchases from a merchant located outside of the U.S.), the credit card association will convert any transaction in foreign currency into U.S. dollars using an exchange rate for the applicable central processing date that is (1) selected by the association from the range of rates available in wholesale currency markets, which rate may vary from the rate the association receives, or (2) the government mandated rate. The conversion rate you get may differ from the rate on the transaction date or the posting date, and from the rate that the credit card association gets.

A merchant or other third party may convert a transaction into U.S. dollars or another currency, using a rate they select, before sending it to the credit card association.

Foreign Transaction Fees: up to 3%

7. MANAGING YOUR NEXPAY CARDS

7.1 Requesting and Replacing Cards

We or the Issuer may decide not to grant requests for NEXPAY Cards or limit the number of physical or virtual NEXPAY Cards provided to you. You are responsible for securing NEXPAY Cards, account numbers, and NEXPAY Card security features. You will promptly notify us and take appropriate measures to prevent unauthorized transactions when a NEXPAY Card is lost, stolen, breached, or needs to be replaced.

In such cases, you may request the issuance of replacement NEXPAY Cards through your NEXPAY Account. Replacement Cards may have new account numbers that could require you to update the NEXPAY Card on file for any scheduled or recurring payments. You are solely responsible for updating NEXPAY Card information stored with merchants where account numbers have been changed.

7.2 Permitted and Unauthorized Use

You may only use NEXPAY Cards for bona fide personal charges and transactions.

You agree to establish and maintain controls designed to ensure that the NEXPAY Cards are only used by you for permitted purposes and in compliance with these Card Terms, any NEXPAY terms, and applicable law. You are responsible for Charges and transactions made by any person given access to NEXPAY Cards even if they are not the person associated with or named on the NEXPAY Card.

7.3 Lost or Stolen Cards

If your Card is lost or stolen or if you think someone may be using your Card or Account without your permission, you must notify us promptly by emailing us at support@nexpay.com. You will not be liable for any unauthorized use that occurs after you notify us. You may, however, be liable for unauthorized use that occurs before receipt of your notice by us.

You have an obligation to assist us in our investigation if your NEXPAY Card is lost or stolen or you believe someone is using your NEXPAY Card or your NEXPAY Account without your permission.

8. CHARGEBACKS

You are responsible for reviewing your Periodic Statements promptly and identifying any Charges that you believe are unauthorized or that you dispute.

If you and a merchant have a dispute regarding a Charge identified on your Periodic Statement, such as delivery of incorrect goods or services or being charged the wrong amount, you should first attempt to resolve the dispute with the merchant. If the dispute is not resolved to your satisfaction or if you believe the Charge is unauthorized, you may initiate a Chargeback through your NEXPAY Account.

You must report any disputed Charge or error no more than 60 days after the disputed Charge is posted on your Periodic Statement. We may require additional details on the transaction and our review of your disputed Charge will be conditioned on you providing all of the information we may require to review the disputed Charge.

You understand that the NEXPAY Card is subject to Card Network rules regarding chargebacks. The Card Networks have additional established procedures for resolving chargebacks that may require you to provide further details of the disputed Charge or associated documentation.

Charges relating to disputed Charges and Chargebacks that are pending resolution may still be due and owing as of the date that payment is due as provided in the applicable Periodic Statement. Chargebacks resolved in your favor will be credited to your NEXPAY Account on either the current or a future Periodic Statement.

We may impose Fees, reduce your spending limits, or suspend access to your NEXPAY Account or the Services if you fail to pay Charges relating to Chargebacks that are pending resolution on the payment date.

9. TERMINATION

Subject to applicable law, we may suspend, revoke or cancel your Account privileges, your right to use the Card or deny any transaction, in our sole discretion at any time, with or without cause and with or without giving you notice.

Any termination of credit privileges, whether initiated by us or by you, will not affect any of our rights or your obligations under these Card Terms, including your obligation to repay any amounts you owe us according to the terms of these Card Terms. On our demand or upon termination of credit privileges, you agree to surrender to us or destroy the Card.

If you attempt to use the Card after the termination of credit privileges (whether or not we have provided notice of such termination), the Card may be retained by a merchant, ATM or financial institution where you attempt to use the Card.

10. CHANGE OF TERMS

Subject to applicable law, we may at any time change, add to or delete terms and conditions of these Card Terms, including interest rates and this Change of Terms provision. Such changes may be based on our anti-fraud policies and procedures, your level of compliance with these Card Terms, prevailing economic conditions and/or any other factors.

We will give you notice of any change, addition or deletion as required by applicable law. As of the effective date, the changed terms, at our option, will apply to new purchases and the outstanding balances of your Account, to the extent permitted by applicable law.

11. REMEDIES

In the event of your default under these Card Terms, we may, subject to applicable law (including any applicable notice requirement):

(a) declare all or any portion of your outstanding Account balance to be immediately due and payable;

(b) instead allow you to repay your Account balance by paying the minimum payment due each billing cycle, without waiving any rights under subsection (a); and/or

(c) commence a collection action against you and charge you for any court costs and/or any reasonable attorneys' fees and costs we are charged in connection with such action by any attorney who is not our salaried employee.

After a default, interest charges will continue to accrue until your total Account balance, including accrued interest charges, is paid in full, subject to applicable law.

12. DELAY IN ENFORCEMENT

We may at any time and in our sole discretion delay or waive enforcing any of our rights or remedies under these Card Terms or under applicable law without losing any of those or any other rights or remedies. Even if we do not enforce our rights or remedies at any one time, we may enforce them at a later date. For example, we may accept late payments without losing any of our rights under these Card Terms.

13. COMMUNICATIONS AND CALL RECORDING

You authorize NEXPAY, Issuer and their partners, affiliates, agents, assigns, and service providers (collectively, the "Messaging Parties") to use automatic telephone dialing systems, artificial or prerecorded voice message systems, text messaging systems and automated email systems, or any system capable of storing and dialing telephone numbers to deliver messages relating to these Card Terms, your Account, or your relationship with the Messaging Parties more generally.

These messages may include information about your Account, upcoming payment due dates, missed payments and returned payments. You also agree that these messages may deliver prerecorded and/or artificial voice messages. You understand that telephone messages may be played by a machine automatically when the telephone is answered, whether answered by you or someone else, and that these messages may also be recorded by your answering machine.

You also authorize the Messaging Parties to deliver messages to you via mail or email at any addresses you supply to them or that they obtain through any legal means.

You understand that anyone with access to your mail, telephone or email account may listen to or read the messages the Messaging Parties leave or send you, and you agree that the Messaging Parties will have no liability for anyone accessing such messages. You further understand that, when you receive a telephone call, text message or email, you may incur a charge from the company that provides you with telecommunications, wireless and/or internet services, and you agree that the Messaging Parties will have no liability for such charges except to the extent required by applicable law.

You expressly authorize the Messaging Parties to monitor and record your calls with the Messaging Parties. If any telephone number you have provided to the Messaging Parties changes, or if you cease to be the owner, subscriber, or primary user of any such telephone number, you agree to immediately give notice to the Messaging Party who delivered the messages of such facts so that the Messaging Party can update its records.

This authorization is part of our bargain concerning these Card Terms, and we do not intend it to be revocable. However, to the extent you have the right to revoke your consent to communications by autodialed calls and text messages to your mobile number under applicable law, you may exercise this right by contacting the applicable Messaging Party directly or by sending a request by email to support@nexpay.com with the subject line "END COMMUNICATIONS."

You may opt-out of receiving most of these messages at any time by sending us a request to support@nexpay.com or by responding "STOP" to any text message. To stop emails only, you can follow the opt-out instructions included at the bottom of the Messaging Parties' emails.

14. GOVERNING LAW

These Card Terms will be interpreted in accordance with the laws of the Republic of Costa Rica without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration section below must be brought in competent courts in San José, Costa Rica, unless we both agree to some other location, and you hereby consent to the venue and personal jurisdiction of such court.

15. DISPUTE RESOLUTION & ARBITRATION

PLEASE READ THIS "DISPUTE RESOLUTION AND ARBITRATION" PROVISION VERY CAREFULLY. IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND ISSUER.

Binding Arbitration

(a) Scope of Agreement to Arbitrate

You and Issuer agree that any and all past, present and future Disputes (defined below) shall be determined by arbitration, unless your Dispute is subject to an exception to this agreement to arbitrate set forth below. You and Issuer further agree that any arbitration pursuant to this section shall not proceed as a class, group or representative action.

The award of the arbitrator may be entered in any court having jurisdiction.

"Dispute" means any dispute, claim, or controversy between you and Issuer that arises out of or relates to:

• (i) these Card Terms (including any addenda hereto or other terms incorporated herein by reference)
• (ii) the breach, termination, enforcement, interpretation or validity hereof, including the determination of the scope or applicability of the agreement to arbitrate hereunder
• (iii) any Services (including, without limitation, the NEXPAY Card)

(b) Governing Law for Arbitration

This agreement to arbitrate shall be construed under and be subject to the laws of Costa Rica, notwithstanding any other choice of law set out in these Card Terms.

Arbitration Procedure

(a) Informal Resolution

Before filing a claim against Issuer, you agree to try to resolve the Dispute informally by providing written notice to Issuer of the actual or potential Dispute. Similarly, Issuer will provide written notice to you of any actual or potential Dispute to endeavor to resolve any claim we may possess informally before taking any formal action.

The party that provides the notice of the actual or potential Dispute (the "Notifying Party") will include in that notice (a "Notice of Dispute") your name, the Notifying Party's contact information for any communications relating to such Dispute, and sufficient details regarding such Dispute to enable the other party (the "Notified Party") to understand the basis of and evaluate the concerns raised.

If the Notified Party responds within ten (10) business days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions in an effort to resolve the Dispute informally, then each party shall promptly participate in such discussions in good faith.

(b) Commencement of Arbitration

If, notwithstanding the Notifying Party's compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within thirty (30) days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within ten (10) business days), the Notifying Party may initiate an arbitration proceeding as described below.

If either party purports to initiate arbitration without first providing a Notice of Dispute and otherwise complying with all of its obligations under the preceding paragraph, then, notwithstanding any other provision of these Card Terms, the arbitrator(s) will promptly dismiss the claim with prejudice and will award the other party all of its costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with such Dispute.

(c) Arbitration Administration

To the maximum extent permitted by Applicable Law, you and Issuer each agree to resolve any Disputes that are not resolved informally as described above through final and binding arbitration as discussed herein, except as set forth under Section 15.4 below.

You and Issuer agree that the Cámara de Comercio de Costa Rica will administer the arbitration under its Rules. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the Cámara de Comercio de Costa Rica Rules.

Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the Cámara de Comercio de Costa Rica's roster of arbitrators.

If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the Cámara de Comercio de Costa Rica will appoint the arbitrator in accordance with the applicable Rules.

The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available to you in an individual lawsuit, subject to any effective and enforceable limitations of liability or exclusions of remedies set forth herein.

Notwithstanding any language to the contrary in this paragraph, if a party seeks injunctive relief that would significantly impact other Issuer users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes.

In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or as the chair by the two party-selected arbitrators – participate in the arbitral panel.

(d) Venue and Language

You and Issuer further agree that the arbitration will be held in the English language in San José, Costa Rica, or, if you so elect, all proceedings can be conducted via videoconference, telephonically or via other remote electronic means.

(e) Costs and Fees

Filing costs and administrative fees shall be paid in accordance with the Cámara de Comercio de Costa Rica Rules; provided that the prevailing party will be entitled to recover its reasonable attorneys' fees, expert witness fees, and out-of-pocket costs incurred in connection with the arbitration proceeding, in addition to any other relief it may be awarded.

(f) No Collective Arbitration

You and Issuer agree that, notwithstanding anything to the contrary in the Rules, the arbitration of any Dispute shall proceed on an individual basis, and neither you nor Issuer may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a "Collective Arbitration").

Without limiting the generality of the foregoing, a claim to resolve any Dispute against Issuer will be deemed a Collective Arbitration if:

• (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and
• (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations.

"Concurrently" for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.

Class Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR ISSUER SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. Without limiting the foregoing, any challenge to the validity of this paragraph shall be determined exclusively by the arbitrator.

Small Claims

Notwithstanding your and Issuer's agreement to arbitrate Disputes, you and Issuer retain the right to bring an individual action in small claims court.

No Jury Trial

To the extent applicable law permits, any dispute arising out of or relating to these Card Terms, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. Notwithstanding any other provision of these Card Terms or the applicable Rules, disputes regarding the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.

If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to these Card Terms.

Venue and Jurisdiction for Judicial Proceedings

Except as otherwise required by applicable law or provided in these Card Terms, in the event that the agreement to arbitrate is found not to apply to you or your Dispute, you and Issuer agree that any judicial proceeding may only be brought in a court of competent jurisdiction in Costa Rica. Both you and Issuer irrevocably consent to venue and personal jurisdiction there; provided that either party may bring any action to confirm an arbitral award in any court having jurisdiction.

Confidentiality

The existence of and all information regarding any Dispute will be held in strict confidence by the parties and will not be disclosed by either party except as reasonably necessary in connection with the conduct of the arbitration or the confirmation or enforcement of any arbitral award. Any such permitted disclosure will, to the maximum extent reasonably practicable, be made subject to obligations of confidentiality at least as stringent as the provisions of this paragraph.

If any disclosure of information regarding any Dispute is required under applicable law, the parties shall reasonably cooperate with one another to obtain protective orders or otherwise to preserve the confidentiality of such information.

Survival

This agreement to arbitrate shall survive the termination or expiration of these Card Terms. With the exception of the provisions of this agreement to arbitrate that prohibit Collective Arbitration, if a court decides that any part of this agreement to arbitrate is invalid or unenforceable, then the remaining portions of this agreement to arbitrate shall nevertheless remain valid and in force.

In the event that a court finds the prohibition of Collective Arbitration to be invalid or unenforceable, then the entirety of this agreement to arbitrate shall be deemed void (but no provisions of these Card Terms unrelated to arbitration shall be void), and any remaining Dispute must be litigated in court pursuant to the preceding paragraph.

Indemnity

You will indemnify and defend each of NEXPAY and Issuer, and their affiliates, and their respective partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, and representatives (each an "Indemnitee") against, and hold each Indemnitee harmless from, any and all claims, litigation, investigations, proceedings, losses, damages, fines, penalties, liabilities, settlements, costs, fees, and expenses incurred by any Indemnitee or asserted against any Indemnitee by any person:

(i) arising out of, in connection with, related to, or as a result of, a breach by you or by any Company Administrator or Company User of any of the representations, warranties, covenants, or agreements contained in these Card Terms, the User Terms, any terms applicable to any Third Party Provider or any other agreements with NEXPAY that otherwise relate to the Services or the use of the NEXPAY Card;

(ii) for amounts owed by Company to third parties;

(iii) for acts or omissions of Company Administrators, Company Users, or other Company employees or agents;

(iv) for Company's use of the Services; or

(v) for disputes over charges between Company and merchants.

NEXPAY and Issuer may defend any claim subject to indemnification hereunder, using counsel of its choice, and you will pay or promptly reimburse Issuer for the reasonable fees of such counsel and all related costs and reasonable expenses.

If you are a user from a jurisdiction that does not allow certain indemnification obligations, you agree that the foregoing section titled "Indemnity" is intended to be as broad as permitted under the laws of such jurisdiction. If any portion of this section is held to be invalid under the laws of such jurisdiction, the invalidity of such portion will not affect the validity of the remaining portions of the applicable sections.

---

COMPLAINTS AND CUSTOMER SUPPORT

Support & Complaints: support@nexpay.com

Legal & Compliance: legal@nexpay.com

We will acknowledge complaints within three (3) business days. Where a complaint is resolved within three (3) business days, we will issue a Summary Resolution Communication (SRC). Where a full investigation is required, we aim to issue a Final Response Letter (FRL) within fifteen (15) business days or as required by applicable law.

ANNEX C — SWAP TRANSACTIONS

C.1 Scope and Provider

(a) Swap Transactions are executed and settled by the designated third-party swap or liquidity providers. NEXPAY acts solely as an integrator and facilitator and is not the executing counterparty.

C.2 Order Placement and Execution

(a) Orders placed via the App will be routed to the relevant Swap Provider for matching and execution. Execution is subject to market availability, order size, liquidity, counterparty limits and provider rules.

C.3 Pricing, Slippage and Fees

(a) Prices may change between order placement and execution resulting in slippage. All swap fees, spreads, liquidity fees or routing fees are disclosed in the Fee Schedule or confirmed at the time of order.

C.4 Settlement and Custody

(a) Settlement timing, confirmation processes and custody of swapped assets are governed by the Swap Provider's rules and operational procedures. NEXPAY is not responsible for any failure or delay by a Swap Provider except to the extent expressly agreed or caused by NEXPAY's gross negligence or wilful misconduct.

C.5 Errors and Reversals

(a) Execution errors may be corrected where operationally feasible. Reversals or cancellations of swaps are subject to the Swap Provider's policies and Applicable Law.

ANNEX D — SELF‑CUSTODY WALLET & SMART CONTRACT VAULT TERMS

D.1 Nature of Service

(a) Where NEXPAY provides interfaces or tooling that allow you to connect to non‑custodial wallets or Smart Contract Vaults, you remain solely responsible for all private keys, seed phrases, on‑chain actions, signing approvals and blockchain transactions. No custody is provided unless expressly stated in a separate Custodian Agreement.

D.2 Key Management

(a) You must securely store, maintain and back up all private keys, seed phrases, secret recovery phrases and credentials associated with your self-custody environment.

(b) NEXPAY cannot recover, reset or regenerate private keys or seed phrases and shall not be responsible for any loss arising from loss, theft, compromise or improper storage of such credentials.

D.3 Smart Contract Interactions

(a) Smart contract interactions are inherently risky and may result in irreversible transactions, loss of assets, protocol reversion, execution errors, exploits, fork-related issues or unexpected contract behaviour.

(b) NEXPAY does not guarantee the security, accuracy, audit-status or fitness of any third-party smart contract and is not responsible for losses arising from contract vulnerabilities, failures or design flaws.

D.4 Optional Recovery and Assistance

(a) Where NEXPAY elects to offer optional recovery assistance (if technically feasible), such assistance is subject to strict limitations, including:

(i) additional fees;

(ii) identity verification;

(iii) assessment of technical feasibility;

(iv) cooperation with third-party vendors; and

(v) no guarantee of recovery.

Recovery attempts may fail, and NEXPAY shall have no liability for unsuccessful recovery efforts.

ANNEX E — VIRTUAL ACCOUNTS

E.1 Account Identifiers

(a) Virtual Accounts are unique identifiers used to route and reconcile inbound payments to your NEXPAY Account. They are not bank accounts or payment accounts and do not create a debtor-creditor or custodial relationship.

E.2 Bank Integration and Settlement

(a) Underlying settlement rails, intermediary bank accounts and payment infrastructure are provided by authorised third‑party banks or payment service providers. All settlement timing, FX conversion, fees and deductions are subject to bank or provider rules and network constraints.

E.3 Returns and Unapplied Funds

(a) Returned, rejected or unapplied funds will be processed per our policies and bank rules. NEXPAY will attempt to contact you to reconcile.

ANNEX F — OTHER THIRD‑PARTY SERVICES; VENDORS AND FUNCTIONAL DESCRIPTIONS

G.1 Known Material Vendors

(a) Swap Execution: authorised third-party liquidity providers or swap-execution partners engaged by us to facilitate Swap Transactions. Additional details may be provided to customers upon legitimate request, subject to confidentiality, contractual and security considerations.

(b) Card Issuer / Processor: the licensed card issuer, card program manager or processing partner responsible for issuing and operating the NexPay Card under applicable network rules. Additional details may be provided to customers upon legitimate request, subject to confidentiality, contractual and security considerations.

(d) AML/KYC Vendor(s): authorised third-party providers that perform identity verification, sanctions screening, transaction monitoring and related compliance functions. Further details may be provided to customers upon legitimate request, subject to confidentiality and security considerations.

(e) Custody Infrastructure Provider(s): reputable third-party custody, wallet-infrastructure or digital-asset security providers engaged by us to support custody or safekeeping functions. Additional details may be provided to customers upon legitimate request, subject to confidentiality, contractual and security considerations.

G.2 Vendor Responsibilities and Remedies

(a) Each vendor remains responsible for performing its services in accordance with its contract. NEXPAY acts as an integrator and is not liable for delays, errors or failures caused by vendors, except to the extent required by Mandatory Law. NEXPAY may assist you in engaging with the relevant vendor and may seek recourse or indemnity where permitted under our vendor agreements.

G.3 Vendor Changes

(a) We may change vendors at any time for operational, regulatory or business reasons. Material changes will be communicated where required by Applicable Law.

FEE SCHEDULE

The current Fee Schedule is published in the App and on the Site and forms part of these Terms. Fees may include, without limitation: account maintenance fees, card issuance and replacement fees, ATM withdrawal fees, cross‑border transaction fees, swap fees, spreads, FX conversion charges, blockchain network ("gas") fees, deposit or withdrawal fees, credit interest, late fees and other service-specific charges. Fees are subject to modification with applicable notice.

VENDOR REGISTER AND CONFIDENTIALITY

We will maintain a redacted public vendor register identifying the categories of vendors engaged by NEXPAY. A full vendor register and relevant contractual summaries may be provided to competent regulators and, upon legitimate request and subject to confidentiality protections, to customers.

COMPLAINTS AND CUSTOMER SUPPORT

Support & Complaints: support@nexpay.com

Legal & Compliance: legal@nexpay.com

We will acknowledge complaints within three (3) business days. Where a complaint is resolved within three (3) business days, we will issue a Summary Resolution Communication (SRC). Where a full investigation is required, we aim to issue a Final Response Letter (FRL) within fifteen (15) business days or as required by Applicable Law.

GOVERNING LAW, ARBITRATION AND LOCAL MANDATORY RIGHTS

Governing Law: These Terms are governed by the laws of Costa Rica.

Arbitration Seat: Arbitration shall be seated in San José, Costa Rica, except where Mandatory Law requires consumer disputes to be brought before local courts.

Nothing in these Terms excludes rights granted under Costa Rican consumer protection law (Ley No. 7472, and any amendments), data protection law (Ley No. 8968), or applicable AML legislation (Law No. 8204 and related regulations) and decisions of Unidad de Análisis Financiero (UAF). Where required, mandatory consumer disclosures will be provided in localised materials and the App.

MANDATORY DISCLOSURES

Applicable supervisory authorities include (depending on the Service):

• Unidad de Análisis Financiero (UAF) - AML/CTF oversight
• Superintendencia General de Entidades Financieras (SUGEF) - where Services integrate with regulated financial institutions
• Superintendencia General de Valores (SUGEVAL) — where Services qualify as securities activities
• Other regulators as applicable in each jurisdiction where Services are provided.

Regulatory contact details will be provided in the App and on the Site where required by Applicable Law.

DOCUMENT VERSIONING AND AMENDMENTS

We may update these Terms and the Fee Schedule from time to time. Updates will be published in the App and on the Site, and we will provide any advance notice required under Applicable Law. You may close your Account during any applicable notice period in accordance with the termination and refund provisions set out in these Terms.