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 SmartContract 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 andAllocation 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‑partyServices, Vendors and Descriptions
• Fee Schedule (published in App/Site)
• Vendor Register (available on request)

1. PARTIES; INTERPRETATION; SCOPE

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

(a) NEXPAY Limited, a private company limitedby shares incorporated in Hong Kong (Company No.: [INSERT COMPANY NUMBER];Registered Office: [INSERT REGISTERED ADDRESS], Hong Kong); and

(b) NEXPAY COSTA RICA, SOCIEDAD DERESPONSABILIDAD 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;

(c) Affiliates, subsidiaries and successorsof any of the foregoing.

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

(a) Custodian Accounts;

(b) Nexpay Card (card issuance, programmanagement and cardholder services);

(c) Swap Transactions (executed/provided bydesignated third parties);

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

(e) Provision of Virtual Accounts;

2. DEFINITIONS

Definedterms used in these Terms have the meanings assigned in the text and inAnnexes. Key definitions include: “Account”, “Custodian Account”, “Wallet”,“Smart Contract Vault”, “Virtual Asset”, “Instruction”, “Enabled Device”,“Applicable Law”, “Event of Default”, “Proscribed Person”.

3. ELIGIBILITY, ONBOARDING, KYC/AML AND SANCTIONS

• 3.1 Eligibility. You represent and warrant that you are legally capable of enteringa binding contract, meet any applicable age requirement, are not a ProscribedPerson, and you are legally permitted to use the Services from the jurisdictionwhere you access them.
• 3.2 Onboarding. We will open Accounts/Custodian Accounts only upon successfulcompletion of our onboarding and verification processes. You must providecomplete, accurate and current information, and respond to requests fordocuments or information. Failure to provide requested information may resultin suspension or termination.
• 3.3 AML/CTF and Sanctions. We perform AML/CTF checks, transaction monitoring andsanctions screening (including checks against lists published by the FinancialAction Task Force (FATF), Costa Rica’s Unidad de Análisis Financiero (UAF),SUGEF/SUGEVAL lists, international sanctions lists and other authorities). Youconsent to such checks and to data disclosures to competent authorities orthird‑partyscreening providers as required by law.
• 3.4 Refusal and Restrictions. We may refuse, suspend or restrict Services whererequired or advisable for compliance, risk, operational, or reputationalreasons.

4. SERVICES— GENERAL

• 4.1 Provision. Services are provided by NEXPAY entities or third‑party vendors. We maychange, suspend or discontinue Services at any time. Access to particularServices may vary by jurisdiction and regulatory approvals.
• 4.2 Third‑party Terms. Third‑party providers (e.g.,card issuer, swap provider, custodians, AML vendors) may impose their ownterms. Where such terms apply, you agree to comply with them.
• 4.3 Limits. We may set transaction, balance, card, withdrawal, deposit and otherlimits which we may modify. You must comply with any applicable limits.

5. ACCOUNTS,CUSTODY AND RECONCILIATION

• 5.1 Account Nature. Accounts are for facilitation of Services and DONOT, under any circumstance, constitute bank accounts, savings accounts, orinvestment products supervised by SUGEF or SUGEVAL, nor are they insured byFONDEMIPO (Deposit Guarantee Fund) or any other deposit insurance or investorprotection scheme in Costa Rica or elsewhere, unless explicitly and clearlystated otherwise for a specific service duly licensed and regulated.
• 5.2 Custody. For Custodian Accounts, assets will be held either by the Group, anappointed custodian, or sub‑custodianunder custody agreements. Title, legal ownership and protections are subject tothe applicable custody model, the custody agreement and local law; segregationand insolvency protections differ by jurisdiction.
• 5.3 Reconciliation; Records. We will provide transaction histories and periodicstatements. Our electronic records are conclusive and binding unless you notifyus of a manifest error within thirty (30) calendar days (or a shorter periodwhere required by local law).
• 5.4 Returns and Withdrawals. Withdrawals and transfers are subject to servicerules, account balances, AML checks and any applicable holds or limits.

6. NEXPAYCARD (CARD ISSUANCE SERVICES)

• 6.1 Card Issuance and Program. Card issuance is subject to card network rules and issueragreements. Card terms (Annex B) set forth cardholder rights and obligations.
• 6.2 Funding and Settlement. Card transactions debit the designated funding source(Custodian Account, Wallet, Credit Account). You must keep sufficient funds. Wemay apply balances to settle Card Balances, fees.
• 6.3 Security. You must keep PINs and card details confidential. Promptly reportloss, theft or unauthorized use to the Support channel.
• 6.4 Declines and Reversals. Transactions may bedeclined or reversed per network rules, issuer decisions, law or our riskpolicies.

7. SWAPTRANSACTIONS (THIRD‑PARTY PROVIDER)

• 7.1 Third‑party Provision. SwapTransactions are executed and settled by designated third parties . Annex Ccontains the detailed swap terms.
• 7.2Execution, Pricing and Settlement. Price discovery, matching, execution,confirmation and settlement are governed by the swap provider’s terms and maybe subject to slippage, delays, liquidity shortages and counterparty risks.
• 7.3 Risk.You accept market, execution, counterparty and third‑party operational riskinherent in swaps.

8. SELF‑CUSTODY WALLET AND SMARTCONTRACT VAULT

8.1 Self‑custody Responsibility. Ifyou opt for self‑custody,you alone control private keys and secret recovery phrases; NEXPAY is notresponsible for loss of private keys or secret phrases. Annex D details self‑custody and vault terms.

• Self-custody Responsibility. If you opt for self-custody, you alone control private keys and secret recovery phrases; NEXPAY is not responsible for loss of private keys or secret phrases. NEXPAY strongly advises you to understand the complexities and irreversible nature of blockchain transactions and and private key management. NEXPAY cannot recover lost private keys or seed phrases, and will not be liable for any loss resulting from your failure to secure these credentials."

8.2 SmartContracts; Protocol Risk. Smart contracts carry code, design and economicrisks. We do not warrant security of third‑party smart contracts andare not responsible for loss due to exploits, forks, or chain disruption exceptto the extent directly caused by our gross negligence or willful misconduct.

9. VIRTUAL ACCOUNTS

• 9.1 Nature. Virtual Accounts are identifiers for payment routing and reconciliationand are not bank accounts unless specifically stated. Bank holding arrangementsand settlement timings vary and are subject to third‑party bank/provider terms.
• 9.2 Reconciliation. We will attempt to reconcile incoming payments to VirtualAccounts; you must notify us within 14 days about missing or misappliedpayments.

10. FEES, TAXES AND CHARGES

• 10.1 FeeSchedule. Fees are set out in the Fee Schedule available in the App and on theSite and may be updated with notice. Fees are exclusive of taxes unless statedotherwise.
• 10.2 Deduction. Fees, charges and adjustments may be debited from your Accountbalances. You remain liable for any shortfall.
• 10.3 Taxes. You are responsible for taxes arising from transactions. We may withholdtaxes where required by Applicable Law.

11. DATA PROTECTION AND PRIVACY

• 11.1 Privacy Policy. The Privacy Policy (Terms and Conditions)describes how we collect, use, store and share Personal Data. We comply withApplicable Law regarding data protection including Costa Rican data protectionlaw (Ley No. 8968) and applicable regulations.
• 11.2 Transfers. By using the Services you consent to cross‑border transfer of yourPersonal Data between Group entities and vendors where necessary to deliver theServices and comply with law.

12. RISK DISCLOSURES AND CLIENT ACKNOWLEDGEMENT

• 12.1 Market Volatility. Virtual Assets are highly volatile and may become worthless.You accept the risk of total loss.

Critical risk disclosure: virtual assets are highly volatile and may become worthless.you accept the risk of total loss. nexpay's virtual asset services are notregulated by sugef or sugeval in costa rica, are not legal tender, are notbacked by any government or central bank, and are not subject to any depositinsurance or investor protection schemes in costa rica or elsewhere

• 12.2 Fraud & Technology Risk. You bear responsibility for protecting credentialsand devices; external fraud risks remain despite our controls.
• 12.3 Regulatory Risk. Regulatory developments may restrict access to Services orimpact asset value and usability.
• 12.4 No Advice. We do not provide investment, tax, legal, or financial advice.

13. ELECTRONIC COMMUNICATIONS AND INSTRUCTIONS

• 13.1 Binding Electronic Instructions. Instructions received through authenticatedsessions or your Enabled Device are binding.
• 13.2 Riskof Transmission. Electronic transmissions may be intercepted or corrupted. Weare not liable for losses resulting from risks outside our reasonable control.

14. SUSPENSION, LIMITATION AND TERMINATION

• 14.1 Suspension/Termination by Us. We may suspend or terminate Accounts or Services without notice for breach, AML/sanctions concerns, fraud, regulatory requirement, or operational risk. See Clause 16 (Events of Default) forexamples.
• 14.2 User Termination. You may request termination via the App. We may require identity verification to process termination and release balances.
• 14.3 Post‑termination. Termination does not relieve you of liabilities or obligations incurred prior totermination.

15. LIMITATION OF LIABILITY; LIABILITY CAP

• 15.1 Exclusions. Except as required by Mandatory Law or for damages resulting fromour gross negligence, willful misconduct, or fraud, we exclude liability forindirect, incidental, consequential, special or punitive damages and for marketlosses, lost profits, or reputational losses.
• 15.2 Liability Cap. Subject to Mandatory Law, the maximum aggregate liability of theCompany to you for all claims arising under or in connection with these Termsshall be limited to Seven Thousand Euros (€7,000) per person (the “LiabilityCap”). The Liability Cap does not apply to:
• (a) outstanding fees or sums owed to theCompany by you;
• (b) liability for infringement ofintellectual property rights;
• (c) breaches of confidentiality obligations;
• 15.3 Consumer Protections. To the extent Costa Rican consumer protection law orother mandatory law provides greater protection to consumers than stated inthese Terms, those mandatory provisions will prevail.

16. INDEMNIFICATION

• 16.1 You agree to indemnify and hold harmless the Group, affiliates and their officers,directors, employees, agents and contractors from any claims, losses,liabilities, damages, costs and expenses (including reasonable attorneys’ fees)arising out of your breach of these Terms, violation of law, misuse orfraudulent use of Services, or gross negligence.

17. THIRD‑PARTYVENDORS; ALLOCATION OF RESPONSIBILITY

• 17.1 Vendors. We engage vendors for AML controls, custody, card issuance, swapexecution, market liquidity, KYC, blockchain infrastructure and otherfunctions.
• 17.2 Allocation. Unless expressly stated, a vendor is principally responsible forperformance of its services. The Group acts as integrator and facilitator. Youacknowledge that certain remedy claims for vendor failures may need to bebrought against the relevant vendor, subject to contractual and legalconstraints.
• 17.3 Vendor Disclosure. A public redacted vendor register will be available; a fulllist will be supplied to regulators and to customers on request subject toconfidentiality protections.

18. INSURANCE

• 18.1 Coverage Statement. We maintain commercially reasonable insurance whereprocurable to cover certain operational losses. Insurance does not enlarge the Liability Cap or provide guarantees beyond the policy terms.

19. COMPLAINTS,DISPUTE RESOLUTION AND GOVERNING LAW

• 19.1 Complaints Procedure

(a) Submission: Complaints must be submittedin writing to our Complaints Handling Department at support@nexpay.com andinclude the nature of the complaint, dates, and requested remedy.

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

(c) Summary Resolution: If resolved withinthree (3) business days we will issue a Summary Resolution Communication (SRC).

(d) Formal Investigation: For unresolved complaints we will investigate and provide a Final Response Letter (FRL) withinfifteen (15) business days where practicable.

• 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 localconsumer-protection laws.
• 19.3 Arbitration. Except to the extent prohibited by mandatory local law, you and weagree that any dispute, controversy or claim arising out of or relating tothese Terms, including non‑contractualclaims, shall be finally resolved by arbitration in San José, Costa Rica under rules of anarbitration institution chosen by the Parties (if no agreement, under rules ofthe Cámarade Comercio de Costa Rica or other competent arbitration body).
• 19.4 Jurisdictional Conflicts. If mandatory consumer protection law in yourjurisdiction disapplies the arbitration clause or other contractual limitationsfor certain claims (e.g., small-value consumer claims), those protectionsapply; otherwise the arbitration clause and Liability Cap remain in force tothe fullest extent permitted.

20. MISCELLANEOUS

• 20.1 Intellectual Property. All IP in the App, Site and Services is owned by NEXPAY or licensors. You are granted a limited, revocable license to use the App andServices in accordance with these Terms.
• 20.2 Confidentiality. Each party will maintain confidentiality of the other party’snon‑publicinformation except where disclosure is required by law.
• 20.3 Assignment. You may not transfer rights or obligations without our writtenconsent. NEXPAY may assign or subcontract in whole or part to affiliates orthird parties.
• 20.4 Force Majeure. Performance is excused for events outside a party’s reasonablecontrol (including internet or blockchain network disruptions, acts ofgovernment, supply interruptions, strikes, pandemics, natural disasters).
• 20.5 Severability; Entire Agreement; Amendments. If any provision is invalid, theremainder survives. These Terms and incorporated documents constitute theentire agreement. We may modify these Terms and will notify you in accordancewith Applicable Law; continued use constitutes acceptance.

ANNEX A —CUSTODIAN ACCOUNT TERMS

A.1 Custody Model

(a) Where NEXPAY or an appointed custodianholds Virtual Assets on your behalf, the relevant custodian agreement governscustody arrangements (title, segregation, sub‑custodians).

(b) Client assets will be held segregatedfrom NEXPAY’s proprietary assets to the extent practicable under the applicablecustody arrangement and local law. Segregation and the legal effect ofsegregation are governed by the custodian agreement.

A.2 Sub‑custodians

(a) NEXPAY may appoint sub‑custodians in differentjurisdictions. Sub‑custodianswill be chosen with reasonable care and under written agreements containingstandard protections (e.g., safekeeping, reporting, audit rights).

(b) We are not liable for acts, defaults orinsolvency of sub‑custodiansexcept to the extent caused by our negligence or breach of contract with thesub‑custodian.

A.3 Account Statements and Reconciliation

(a) Transaction histories and statements willbe provided via the App. Notify us within thirty (10) days of any error;failure to timely notify will render our records conclusive.

A.4 Withdrawals and Transfers

(a) Withdrawal requests are subject to AMLchecks, network fees, settlement timing and any applicable holds. We may delayor refuse withdrawals as required.

A.5 Insolvency and Title

(a) The legal effect of insolvency and therights of clients in insolvency are determined by the governing custodianagreement and Applicable Law. NEXPAY will use reasonable efforts to adviseclients and cooperate with regulators.

ANNEX B —NEXPAY CARD TERMS (CARDHOLDER AGREEMENT)

B.1 CardIssuer and Processing

(a) Cards are issued by a licensed issuer orcard program manager and operate on Visa/Mastercard/other networks per issuerrules. Card issuance and use are subject to issuer, network and acquiring bankrules.

B.2 Activation and Use

(a) Cards must be activated in the App. Useof the Card constitutes acceptance of the Cardholder Agreement and network rules.

B.3 Funding and Chargebacks

(a) Card transactions draw from designatedAccounts. Chargebacks and disputes will be handled per network rules and issuerprocedures. We reserve the right to debit your Account for chargebacks,disputes or fraudulent transactions.

B.4 Fees and Limits

(a) Fees (issuance, replacement, ATMwithdrawal, FX) and limits are published in the Fee Schedule. We may changefees with notice.

B.5 Lost/Stolen Cards and Liability

(a) Immediately report lost/stolen cards. Youremain liable for unauthorised transactions except as limited by Applicable Lawand issuer rules. NEXPAY will investigate and cooperate with authorities andnetworks.

B.6 PINs & Security

(a) Do not disclose PINs or card details. Youmust follow all security guidance.

ANNEX C —SWAP TRANSACTIONS

C.1 Scope and Provider

(a) Swap Transactions are executed by thedesignated swap provider. NEXPAY acts as facilitator/integrator.

C.2 Order Placement and Execution

(a) Orders placed via the App are forwardedto the swap provider. Execution is subject to market availability and providermatching.

C.3 Pricing, Slippage and Fees

(a) Prices may change between order placementand execution causing slippage. Swap fees and any liquidity or routing fees aredisclosed in the Fee Schedule.

C.4 Settlement and Custody

(a) Settlement timing and custody of swappedassets are governed by the swap provider’s rules. We are not responsible for aswap provider’s failure to settle except as expressly agreed.

C.5 Errors and Reversals

(a) Execution errors may be corrected wherepossible; reversals are subject to provider policies and Applicable Law.

ANNEX D —SELF‑CUSTODYWALLET & SMART CONTRACT VAULT TERMS

D.1 Nature of Service

(a) If NEXPAY provides tooling to connect tonon‑custodialwallets or smart contract vaults, you remain responsible for private keys andon‑chainactions unless an express custody service is provided.

D.2 Key Management

(a) You must back up seed phrases and privatekeys. NEXPAY is not responsible for funds lost through loss, theft orcompromise of keys.

D.3 Smart Contract Interactions

(a) Interacting with smart contracts mayresult in irreversible outcomes. NEXPAY does not guarantee security orcorrectness of third‑partysmart contracts.

D.4 Optional Recovery and Assistance

(a) Where recovery assistance is offered, itis subject to strict terms: additional fees, identity verification, assessmentof feasibility and third‑partyvendor terms. Assistance does not guarantee recovery.

ANNEX E —VIRTUAL ACCOUNTS

E.1 Account Identifiers

(a) Virtual Accounts are identifiers tied toyour Account for inbound payments. They are intended for reconciliation androuting only.

E.2 Bank Integration and Settlement

(a) Underlying bank accounts and settlementrails are provided by third‑partybanks. Settlement timing, conversion and fees depend on bank/provideragreements.

E.3 Returns and Unapplied Funds

(a) Returned or unapplied funds will behandled per our policies and bank rules. NEXPAY will attempt to contact you toreconcile.

ANNEX F —OTHER THIRD‑PARTYSERVICES; VENDORS AND FUNCTIONAL DESCRIPTIONS

G.1 Known Material Vendors

(a) Swap Execution: Third party (detailsprovided to customers on request).

(b) Card Issuer / Processor: Third party(details provided to customers on request).

(d) AML/KYC Vendor(s): Third party (detailsprovided to customers on request).

(e) Custody Infrastructure Provider(s): Thirdparty (details provided to customers on request).

G.2 Vendor Responsibilities and Remedies

(a) Vendors remain primarily responsible forthe service they provide per their contracts. We will assist you in contactingvendors regarding claims and may seek indemnity from vendors in accordance withour vendor agreements.

G.3 Vendor Changes

(a) We may change vendors. Material changeswill be notified as required by law.

FEE SCHEDULE

A current Fee Schedule is published in the App and on the Site and is incorporated into these Terms. Examples of fees that may apply: account maintenance, card issuance, card replacement, ATM withdrawal, cross‑border transaction fee, swap fee, swap spread, FX conversion, on‑chain gas fees, deposit and withdrawal fees, credit interest and late fees. Fees are subject to change with notice.

VENDOR REGISTER AND CONFIDENTIALITY

A redacted public vendor register showing vendor names and brief function descriptions will be maintained. A full vendor register and relevant contractual summary will be made available to competent regulators and, upon legitimate request and appropriate confidentiality assurances, to customers.

COMPLAINTS AND CUSTOMER SUPPORT

Support& Complaints: support@nexpay.com

Legal& Compliance: legal@nexpay.com

Acknowledgement within three (3) business days; SRC within three (3) business days for quickresolutions; FRL aimed within fifteen (15) business days for full investigations.

GOVERNING LAW, ARBITRATION AND LOCAL MANDATORY RIGHTS

Governing Law: Costa Rican law governs these Terms. Arbitration Seat: San José, CostaRica. Arbitration will apply except where local mandatory consumer law requiresadjudication in local courts. Nothing in these Terms seeks to exclude liabilityor rights that cannot lawfully be excluded under Costa Rican consumerprotection law (Ley de Promoción de la Competencia y Defensa Efectiva delConsumidor, No. 7472, and any amendments) or data protection law (Ley No. 8968)and applicable AML legislation (e.g., Law No. 8204 and its regulations) anddecisions of Unidad de Análisis Financiero (UAF). Specific mandatory statutorydisclosures and consumer remedies under Costa Rican law will be provided inlocalized materials and in the App where applicable.

MANDATORY DISCLOSURES

-Applicable supervisory authorities that may be relevant to certain Servicesinclude:

- Unidad de Análisis Financiero (UAF) — Costa Rica (AML/CTF).

- Superintendencia Generalde Entidades Financieras (SUGEF) — where bank/payment services integrate withregulated financial institutions.

- Superintendencia General de Valores (SUGEVAL) — where products qualify as securities.

- Other regulators as applicable in thejurisdictions where Services are provided.

- Contac tinformation for Costa Rica consumer protection bodies and financial supervisorswill be provided in the App and on the Site as required by law.

DOCUMENT VERSIONING AND AMENDMENTS

We will publish material changes to these Terms and the Fee Schedule on the App andSite and communicate by email where required. For material adverse changes wewill provide at least 30 days’ notice where required by law and allow affectedusers to close accounts and withdraw funds per the Termination/Refundprocedures.