This Mosaic Platform Services Agreement (the “Agreement”) sets forth the terms and conditions between Mosaic Technologies (formerly named Axia), an exempted company incorporated in the Cayman Islands with registration number 426921 (“Company,” “us,” “our” or “we”), which operates the Platform under the Mosaic brand, including services provided in partnership with Dakota Ridge, Inc. (“Dakota”) and Signify Holdings, Inc. (“Rain”), together with their respective banking partners, card issuing banks and payment networks (each, a “Third-Party Provider” and collectively, the “Third-Party Providers”); and the Customer (“Customer,” “you,” or “your”), which govern Customer’s access and use of the Company platform and related services. Company and Customer may individually be referred to as a “Party” and collectively the “Parties.”
COMPANY IS A FINANCIAL TECHNOLOGY COMPANY, NOT A BANK. REGULATED PAYMENT SERVICES ARE PROVIDED THROUGH THIRD-PARTY FINANCIAL SERVICES PROVIDERS OR BANKS.
You accept this Agreement, and it becomes effective on the date (the “Effective Date”) that you consent to the E-Sign & Electronic Communications Notice (“Consent”) via the online application form that refers to this Agreement. If you are accessing or using the Services on behalf of an organization (such as your employer), you represent and warrant that you are authorized to act on behalf of your organization to apply for a Company Account, in which case “Customer,” “you” or “your” will refer to your organization. If you do not have authority to bind your organization or do not agree with any provision of this Agreement, you must not accept this Agreement and may not use the Services.
You acknowledge that Company may make changes to this Agreement and pricing from time to time and your continued use of the Services will constitute consent to such changes and such use shall be subject to the current published version of this Agreement. If you do not agree to the published version of the Agreement, you may request that Company close your account and you must stop using the Services and, to the extent withdrawal, redemption or transfer of balances is then available under the applicable Third-Party Provider Terms, withdraw all balances from your Account within the agreed-upon timeframe.
You agree to receive all communications from us and from our Third-Party Providers electronically. This means you cannot contact Company about the Services by telephone or by regular mail. For more details, refer to our E-Sign & Electronic Communications Notice available at https://mosaic.ky/legal/e-sign.
1. Services
1.1. Overview of the Services. Company offers a platform through which Customer can access financial services offerings made available by our Third-Party Providers, including the ability to receive U.S. dollars, initiate ACH, Same Day ACH, Fedwire and SWIFT Payments, hold balances in the form of the Platform Stablecoin, convert between U.S. dollars and Supported Stablecoins and use Supported Stablecoins to make payments, manage balances, generate reports, and access business cards. Company has discretion in deciding whether to provide Customer with access to any of these financial services, and Company reserves the right to place limits on Customer’s access to any of these financial services in Company’s sole discretion. Customer acknowledges that Company is not a bank or financial institution and is not itself insured by the Federal Deposit Insurance Corporation (“FDIC”). Any banking, payment, money transmission, stablecoin conversion, wallet or card services accessed through the Services are provided by our Third-Party Providers, their banking partners, card issuers and other financial institutions and third-party service providers, and not by Company.
1.2. The Platform. Company provides an online platform (the “Platform”) that is designed to enable Customer, in each case subject to eligibility, applicable limits and the applicable Third-Party Provider Terms, to: (1) apply for and access an account through which Customer may receive U.S. dollars and initiate payments (the “Account”), (2) hold balances in the form of the Platform Stablecoin and convert between U.S. dollars and Supported Stablecoins, (3) monitor, maintain, and transact with balances of U.S. dollars and Supported Stablecoins, (4) create and impose policies governing the limitations and requirements on Transactions, (5) access reporting and transaction data, and (6) request and administer Cards (collectively, the “Services”). Subject to Customer’s compliance with the terms and conditions of this Agreement, Company grants to Customer a limited, non-exclusive, non-transferable right to access and use the Services during the Term solely for Customer’s internal business purposes.
1.3. U.S. Dollar Receipts; Operational Account Structure. U.S. dollars transmitted for Customer’s benefit in connection with the Services are received by the applicable Third-Party Provider or its banking partner into the operational, custodial or “for benefit of” account structure maintained by that Third-Party Provider or its banking partner (the “Operational Account”), as described in the Third-Party Provider Terms. SUCH FUNDS ARE NOT RECEIVED BY COMPANY, ARE NOT HELD IN ANY ACCOUNT OF COMPANY, AND ARE NOT TRANSMITTED, SETTLED OR SAFEGUARDED BY COMPANY. COMPANY DOES NOT RECEIVE, HOLD, POSSESS, CONTROL, TRANSMIT OR TAKE CUSTODY OF CUSTOMER FUNDS OR DIGITAL ASSETS AT ANY TIME. Customer’s legal interest in the Operational Account, in any U.S. dollars held therein, and in the Platform Stablecoin and any other Supported Stablecoin is determined solely by the Third-Party Provider Terms and applicable law, and not by this Agreement.
1.4. Platform Stablecoin.
(i) Automatic Conversion. By default, U.S. dollars sent into the Operational Account are automatically issued and converted into the proprietary stablecoin of the applicable Third-Party Provider (the “Platform Stablecoin”). ACCORDINGLY, IN THE ORDINARY COURSE, THE BALANCE REFLECTED IN CUSTOMER’S ACCOUNT IS A POSITION IN THE PLATFORM STABLECOIN AND NOT A BALANCE OF U.S. DOLLARS AND NOT A DEPOSIT AT ANY BANK. Subject to the Third-Party Provider Terms, the Platform Stablecoin may be converted back into U.S. dollars, provided all the conditions for such conversion are satisfied, when an outbound fiat payment is made from the Account or a Card transaction funded from the Platform Stablecoin is settled, if and to the extent the Platform Stablecoin Issuer and the applicable Third-Party Provider elect and are able to effect a redemption requested by Customer, and in such other circumstances as are provided in the Third-Party Provider Terms.
(ii) Issuer. The Platform Stablecoin is issued by an affiliate of the applicable Third-Party Provider (the “Platform Stablecoin Issuer”). COMPANY IS NOT THE PLATFORM STABLECOIN ISSUER. COMPANY DOES NOT ISSUE, REDEEM, GUARANTEE, BACK OR MAINTAIN RESERVES FOR THE PLATFORM STABLECOIN OR FOR ANY OTHER STABLECOIN, AND COMPANY DOES NOT ISSUE ANY PROPRIETARY OR PLATFORM-NATIVE STABLECOIN OF ITS OWN.
(iii) Reserves and Redemption. The Platform Stablecoin is issued and redeemed by the Platform Stablecoin Issuer. The reserve, backing, segregation, redemption and any guarantee arrangements applicable to the Platform Stablecoin are established solely by, and set forth in, the Third-Party Provider Terms, which Customer should review and which may be amended without notice to Customer. ANY RESERVE, REDEMPTION AND GUARANTEE OBLIGATIONS ARE OBLIGATIONS OF THE PLATFORM STABLECOIN ISSUER AND THE APPLICABLE THIRD-PARTY PROVIDER UNDER THE THIRD-PARTY PROVIDER TERMS, AND ARE NOT OBLIGATIONS OF COMPANY. COMPANY MAKES NO REPRESENTATION OR WARRANTY AS TO THE SUFFICIENCY, COMPOSITION, QUALITY, LIQUIDITY, SEGREGATION OR VERIFICATION OF ANY RESERVE, AS TO ANY BACKING RATIO, OR AS TO THE AVAILABILITY, TIMING OR TERMS OF ANY REDEMPTION.
(iv) Suspension of Redemption. Redemption of the Platform Stablecoin may be suspended or delayed as required by law, court or governmental order, or where a transaction is subject to fraud, sanctions, or anti-money laundering review, or otherwise as provided in the Third-Party Provider Terms.
(v) Availability; Fallback. The Platform Stablecoin may not be available to Customers in certain U.S. states or other jurisdictions, as determined by the applicable Third-Party Provider from time to time. Where the Platform Stablecoin is unavailable, Customer balances may instead be held in USD Coin (“USDC”), a stablecoin issued by Circle Internet Financial, LLC and subject to Circle’s own terms and reserve arrangements, or in such other Supported Stablecoin as the applicable Third-Party Provider may designate.
(vi) Compliance Actions. Customer acknowledges that the Platform Stablecoin Issuer may freeze, block, or burn the Platform Stablecoin, or decline to issue or redeem the Platform Stablecoin, where required to comply with a lawful order or applicable law, including sanctions and anti-money laundering requirements.
1.5. Balances; Wallet Infrastructure. Balances of U.S. dollars, the Platform Stablecoin and other Supported Stablecoins reflected in the Account are held, maintained and administered by the applicable Third-Party Provider, its banking partners and the applicable stablecoin issuers, and not by Company. Balances displayed in the Platform are informational only and are generated from information reported to Company by the applicable Third-Party Provider, whose books and records shall control in the event of any discrepancy. The Platform Stablecoin and other Supported Stablecoins are issued, recorded and maintained within the wallet and ledger infrastructure of the applicable Third-Party Provider. The custody, safekeeping and key management arrangements applicable to the Platform Stablecoin and other Supported Stablecoins are established, operated and administered by the applicable Third-Party Provider under the Third-Party Provider Terms, and the legal characterization of that holding is determined by the Third-Party Provider Terms and applicable law. Company is not a party to those arrangements and makes no representation or warranty with respect to them. Customer's responsibility in respect of wallets, key material and Authentication Credentials is set forth in Section 1.10. COMPANY DOES NOT HOLD, GENERATE, STORE, OR MANAGE ANY PRIVATE KEY, KEY SHARE OR SEED PHRASE FOR CUSTOMER, AND HAS NO ABILITY TO MOVE ANY BALANCE OTHER THAN BY TRANSMITTING CUSTOMER’S INSTRUCTIONS TO THE APPLICABLE THIRD-PARTY PROVIDER.
1.6. Supported Stablecoins for Payments.
(i) Supported Stablecoins. “Supported Stablecoins” means the Platform Stablecoin, USDC and any other stablecoin that Company and the applicable Third-Party Provider may designate as supported from time to time. As of the Effective Date, the Platform Stablecoin and USDC are the only Supported Stablecoins. Company may add, remove, substitute or suspend support for any Supported Stablecoin at any time and without prior notice, and no other stablecoin is available through the Services unless and until Company designates it as a Supported Stablecoin in the Platform.
(ii) Use of Supported Stablecoins. Customer may use Supported Stablecoins to make payments through the Services, including by instructing the applicable Third-Party Provider to transfer Supported Stablecoins (other than the Platform Stablecoin) to blockchain addresses designated by Customer, in each case as and to the extent supported by the applicable Third-Party Provider. THE PLATFORM STABLECOIN IS AVAILABLE ONLY ON THE PLATFORM AND MAY NOT BE WITHDRAWN, SENT OR OTHERWISE TRANSFERRED TO ANY BLOCKCHAIN ADDRESS OR WALLET OUTSIDE THE PLATFORM. The Services do not support, and Customer may not use the Services for, any digital asset other than a Supported Stablecoin, or for staking, lending, borrowing, decentralized finance, trading, market making, mining, validation, bridging, or interaction with any blockchain protocol or smart contract other than as necessary to effect a transfer of a Supported Stablecoin in the ordinary course of the Services. Company is not responsible and will have no obligation whatsoever with regard to digital assets that are not Supported Stablecoins that are sent to any address associated with the Account, or with regard to Supported Stablecoins sent to an incompatible digital asset wallet address and/or unsupported network or blockchain. All such erroneously transmitted digital assets may be permanently lost, and Company disclaims any and all liability with respect to such erroneously transmitted digital assets.
(iii) Redemption of Other Supported Stablecoins. Redemption of any Supported Stablecoin other than the Platform Stablecoin for U.S. dollars is an obligation solely of the applicable stablecoin issuer, on the terms and subject to the conditions established by that issuer, and is effected through the applicable Third-Party Provider. COMPANY HAS NO OBLIGATION TO EXCHANGE, REDEEM OR REPURCHASE ANY SUPPORTED STABLECOIN FOR U.S. DOLLARS OR ANY OTHER ASSET, AT PAR OR AT ALL. Customer acknowledges that a stablecoin issuer may freeze, block, blacklist, seize or burn Supported Stablecoins, or decline to issue or redeem Supported Stablecoins, where required to comply with a lawful order or applicable law, including sanctions and anti-money laundering requirements, or pursuant to its own terms.
1.7. Payment Services.
(i) Supported Payment Types. Subject to eligibility, Third-Party Provider approval and applicable limits, the Services enable Customer to receive U.S. dollars and to initiate outbound payments in U.S. dollars by ACH, Same Day ACH, Fedwire and international wire transfer through the SWIFT network (each, a “SWIFT Payment”).
(ii) Transactions. The Services are designed to enable Customer to send, receive and otherwise transact in U.S. dollars and Supported Stablecoins through the Account (each, a “Transaction”). Transactions may require approval from Admins and must be authenticated by Authentication Credentials according to Customer’s policies. Customer must have a sufficient available balance to initiate an outgoing Transaction. All Transactions are subject to verification, compliance (AML and sanctions) review, applicable transaction and velocity limits, cut-off times, Business Days, bank and network holidays, the operating rules of the applicable payment system or blockchain network, and approval by the applicable Third-Party Provider. Cut-off times and limits are established by the Third-Party Providers, banks and networks and may change without notice. A “Business Day” means a day other than a Saturday, Sunday or day on which banks in the United States of America are authorized or required by law to close.
(iii) Accuracy; Reliance on Identifying Numbers. The person initiating a Transaction is solely responsible for executing the Transaction properly, including providing accurate account numbers, routing numbers, beneficiary details, blockchain addresses, network selection and amounts, and, for on-chain transfers, payment of sufficient network fees in order for the Transaction to be successful. Payments are routed based on the account and routing number, blockchain address or other identifying number you provide, and not on the name of the recipient. Company has no obligation to assist in the remediation of any Transaction, but may, as a courtesy and in its sole discretion, ask the applicable Third-Party Provider to attempt to recover Supported Stablecoins sent to an incorrect or incompatible blockchain address where the amount exceeds US$500. Recovery is not guaranteed and may depend on third parties that Company does not control. If funds are recovered, Company may deduct a recovery fee equal to the greater of five percent (5%) of the amount recovered and US$500. Customer should verify all Transaction information prior to submission. Company shall bear no liability or responsibility in the event Customer enters an incorrect account number, routing number or blockchain destination address.
(iv) Finality. Wire transfers are generally final once accepted by the receiving bank. Transactions in Supported Stablecoins cannot be reversed once they have been broadcast to the relevant blockchain network, although they may be in a pending state, and designated accordingly, while the Transaction is processed by network operators. Company does not control any blockchain network and makes no guarantees that a Transaction will be confirmed by the network.
1.8. Cards. Cards are made available through a card program operated by a Third-Party Provider and its issuing bank, on the terms set forth below.
(i) Issuance; Eligibility. Subject to application, approval and eligibility, Customer and its Authorized Users may be issued one or more business cards (each, a “Card”) through a card program made available by a Third-Party Provider and its issuing bank. Issuance of each Card is subject to approval of Customer and the applicable Authorized User by the Third-Party Provider and its issuing bank and to the geographic eligibility requirements of the card program, and Cards may not be available in every jurisdiction in which Customer is otherwise eligible to use the Services. Cards may be used solely for Customer’s business purposes and may not be used for personal, family or household purposes. Customer is responsible for all use of each Card, including use by its Authorized Users.
(ii) Funding; Settlement. Cards are funded, authorized and settled as provided in the Cardholder Agreement and the Third-Party Provider Terms. Card transactions are secured by, and satisfied from, the collateral described in the Card Terms, which consists of Supported Stablecoins held in the wallet linked to Customer’s Card account, in each case as determined by the applicable Third-Party Provider and its issuing bank and as reflected in the Platform from time to time.
(iii) Cardholder Agreement; Fees. Cards are governed exclusively by the cardholder agreement and related card program terms between Customer and the card issuer, Third National (the “Issuer”), comprising the Mosaic Spend Card Terms (the “Card Terms”) and, for each Authorized User, the Mosaic Card Authorized User Terms (together, the “Cardholder Agreement”), available at https://mosaic.ky/legal/card-terms-business, which Customer and each Authorized User must accept as a condition to requesting, receiving or using any Card. Eligibility, issuance, limits, funding, authorization, settlement, repayment, fees, foreign exchange and cross-border transactions, disputes, chargebacks, unauthorized use, rewards, suspension, cancellation and termination are governed by the Cardholder Agreement, and card fees, including foreign exchange and cross-border fees, are as disclosed in the Cardholder Agreement and, to the extent charged by Company, in Schedule A. Company is not the issuer of any Card, does not extend credit in connection with any Card, does not hold or take custody of any collateral securing any Card, and does not guarantee that any Card will be approved or issued, that any Card will be accepted by any merchant, or that any Card transaction will be authorized. In the event of any conflict between this Agreement and the Cardholder Agreement with respect to the card program, the Cardholder Agreement controls. Cards are commercial cards issued for business purposes, and consumer protections do not apply. This Agreement is the platform agreement referred to as the “User Terms” in the Card Terms.
1.9. Authorized Users. Customer may permit its authorized employees and/or contractors to use the Services (each, an “Authorized User”), provided that (i) Customer ensures each Authorized User complies with all applicable terms and conditions of this Agreement, and (ii) Customer is responsible for acts or omissions by Authorized Users in connection with their use of the Services. Customer may, via the functionality of the Services, designate certain Authorized Users as Admins. An “Admin” is an Authorized User who, by default, has full permissions and administrative rights, including the ability to create one or more sub-accounts and/or sub-organizations, set policies governing the limitations and requirements on Transactions, and approve Transactions utilizing Customer’s Authentication Credentials. Customer will remain solely responsible for all activities that occur under Customer’s account, including any and all activities by Customer’s Authorized Users and all Transactions. Customer will, and will require all Authorized Users to, use all reasonable means to secure its Authentication Credentials and all other materials and technology used to access the Services in accordance with customary security protocols, and will promptly notify Company if Customer knows or reasonably suspects that any user name and/or private access information (such as an email address utilized for Customer’s authentication) has been compromised.
1.10. Authentication Credentials and Security. Customer is responsible for securing its access credentials, which may include Customer’s selected personal identification numbers, passkeys, and/or other private access information (“Authentication Credentials”). Customer agrees to keep such Authentication Credentials safe and confidential and to immediately notify Company of any unauthorized use of the Account, Customer’s Authentication Credentials, any Admin’s privileges and rights, or other breach of security associated with the Account. Customer further acknowledges and agrees that Company will not be liable for any loss or damage arising from Customer’s failure to comply with this Section. The wallets in which balances are recorded, and any private key, key share, seed phrase, backup or recovery arrangement or other security requirement associated with them, are established and governed solely by the Third-Party Provider Terms. Customer is responsible for complying with all obligations imposed on Customer under the Third-Party Provider Terms in respect of such wallets and key material, and Customer bears all risk of loss arising from any failure to do so. Customer is responsible for all Transactions initiated, authenticated or authorized using Customer's Authentication Credentials or such key material. COMPANY DOES NOT STORE, SAFEGUARD, CUSTODY OR CONTROL ANY CUSTOMER FUNDS, SUPPORTED STABLECOIN, WALLET, AUTHENTICATION CREDENTIAL OR KEY MATERIAL, AND HAS NO LIABILITY FOR THE LOSS, THEFT, COMPROMISE, DESTRUCTION OR INACCESSIBILITY OF ANY OF THEM, WHETHER ARISING FROM CUSTOMER'S ACT OR OMISSION, THE ACT OR OMISSION OF ANY THIRD-PARTY PROVIDER, OR ANY OTHER CAUSE. Neither Company nor any Third-Party Provider may be able to restore or recover Customer's Authentication Credentials or any key material, and their loss or compromise may result in the permanent and irrecoverable loss of access to Customer's balances.
WE DO NOT ASSUME ANY LIABILITY FOR ANY DAMAGE INCURRED BY YOU IN RELATION TO ANY UNAUTHORIZED ACCESS TO THE SERVICES CAUSED BY COMPROMISING YOUR AUTHENTICATION CREDENTIALS. YOU ARE SOLELY RESPONSIBLE FOR KEEPING YOUR AUTHENTICATION CREDENTIALS SAFE AND IF YOU FEEL THEY MAY HAVE BEEN COMPROMISED, PLEASE CONTACT COMPANY SUPPORT TO REPORT AN ACCESS OR SECURITY ISSUE AT: support@mosaic.ky.
1.11. Eligibility. To be eligible to use the Services, Customer must: (a) be a legal entity duly organized and validly existing under the laws of its jurisdiction of organization; (b) except in respect of a Designated Service, be organized under the laws of a jurisdiction outside the United States, not have its principal place of business in, or be resident in, the United States, and not be a U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933); (c) have the legal capacity and authorization to enter into this Agreement; (d) not be located in, or operating from, any prohibited jurisdiction, which includes U.S. comprehensively sanctioned countries and territories (including at the Last Updated Date, Cuba, North Korea, Iran, Syria, and the Crimea, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine) and prohibited regions (Myanmar, Belarus, and Russia), or any jurisdiction where the Platform and the Services are prohibited by law or unsupported by the applicable Third-Party Provider; and (e) not be listed on any government list of prohibited or restricted parties, including sanctioned persons or entities identified by the U.S. Department of the Treasury’s Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons List (“SDN”), or any other U.S. non-SDN restricted or prohibited parties list. Company may, in its discretion and subject to applicable law and the approval of the applicable Third-Party Provider, make one or more Services available to U.S. persons or to individuals, by supplemental terms or notice in the Platform (each, a “Designated Service”). Cards are available only on the terms of the applicable Cardholder Agreement. The Services, including any Designated Service, are not available to any individual resident in the Cayman Islands, or to any entity organized, resident or carrying on business in the Cayman Islands other than a Cayman Exempted Entity. “Cayman Exempted Entity” means an exempted company (including a special economic zone company, a segregated portfolio company and an exempted foundation company) under the Companies Act (As Revised), an exempted limited partnership under the Exempted Limited Partnership Act (As Revised), or a limited liability company under the Limited Liability Companies Act (As Revised), in each case of the Cayman Islands. Company may limit the Services to Customers organized in, and carrying on business from, the jurisdictions listed in the Platform as supported from time to time (“Supported Jurisdictions”), and may add or remove any Supported Jurisdiction at any time. If a jurisdiction ceases to be a Supported Jurisdiction, Company may suspend or close the affected Accounts in accordance with Section 9. The requirements in Sections 1.11(d) and 1.11(e) also apply to each person who directly or indirectly owns twenty five percent (25%) or more of Customer, each person who controls Customer, and each Authorized User, none of whom need be resident in a Supported Jurisdiction. Customer must not previously have been suspended or removed from the Services. By creating an account with Company, Customer agrees that Company may collect, use, and share Customer’s personal and business information as necessary to provide the Services, comply with applicable laws, and as otherwise described in Company’s Privacy Policy available at https://mosaic.ky/legal/privacy. Customer represents and warrants that all information provided to Company is accurate, complete, and current, and Customer agrees to promptly update such information as necessary. Except in respect of a Designated Service made available to individuals, you may only use the Services for commercial purposes. The Account cannot be used for personal, consumer, or household purposes. The Services are commercial in nature, and you acknowledge and understand that certain consumer protection laws (e.g., the Electronic Fund Transfer Act or Regulation E) do not apply to your use of the Services or transactions you may conduct through the Services.
1.12. Authorized User Eligibility. Each Authorized User, and each individual accepting this Agreement on Customer’s behalf, must be at least 18 years old. The individual accepting this Agreement on Customer’s behalf represents and warrants that they are at least 18 years old and have authority to bind Customer to this Agreement, and Customer agrees to be bound by this Agreement. Customer further represents and warrants that: (a) neither Customer nor any Authorized User has previously been suspended or removed from the Services; and (b) Customer’s and each Authorized User’s registration and use of the Services comply with all applicable laws and regulations. Except in respect of a Designated Service made available to individuals, individual consumers are not permitted to use the Services, and any use of or access to the Services for consumer or non-commercial purposes is strictly prohibited and constitutes a breach of this Agreement.
1.13. Accounts and Registration.
(i) Creating an Account. Customer must provide certain company information (“Company Information”) to apply for and maintain an Account and to use the Account to access certain services provided by Third-Party Providers, their banking partners and card issuers. Company Information may include registered business name, business address, jurisdiction and date of formation, registration number, ownership and control details, contact information including email and phone number, tax identification number, the nature of the business, expected account activity, source of funds, financial information, and other business or personal information that we may require or request from time to time, including identifying information relating to Customer’s beneficial owners, principal owners, control persons, Admins and Authorized Users. Customer agrees to provide the required Company Information and agrees to keep such information current, complete, and accurate. Except as limited by the Privacy Policy, Customer hereby grants Company an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to use the Company Information and to provide the Company Information to Third-Party Providers, banking partners, card issuers, identity verification vendors and other third-party service providers to determine Customer’s eligibility for access to and as necessary to provide the Services. We may deny Customer’s application to use the Services, suspend provision of the Services to Customer, or terminate Customer’s access to the Services if, in our sole determination, the Company Information provided to us is out of date, incomplete, or inaccurate.
(ii) Verification. We also may obtain personal information from third parties in order to verify Customer’s identity, or to prevent fraud. Customer hereby authorizes us, the Third-Party Providers, their banking partners and card issuers, or any third-party service provider that we designate, to take any measures that we or they consider necessary to confirm the information Customer provides, verify and authenticate such information, and take any action we or they deem necessary based on the results. Customer acknowledges that this process may result in a delay in registering the Account, and that Customer may not be authorized to access or use the Account until registration has been successfully completed. Customer acknowledges and agrees that the regulated customer identification, know-your-customer, know-your-business, beneficial ownership, anti-money laundering, sanctions and compliance reviews applicable to the Services are conducted independently by the Third-Party Providers and their banking partners and card issuers, each of which independently approves, rejects, restricts, suspends or terminates Customers, Authorized Users and Transactions in its sole discretion. Company collects and transmits information, provides the interface and support, and communicates such decisions, but does not control or guarantee them and may be prohibited from disclosing the reasons for them.
(iii) Ongoing Monitoring. As part of our legal compliance program, moreover, we will monitor the Account and Customer’s use of the Services, and review the Company Information and personal information on an ongoing basis, as may be required by law or pursuant to our internal policies and procedures, or as required by any Third-Party Provider. At any time, we may require Customer to provide us with additional information as a condition to Customer’s continued access to and use of the Account. During such time, Customer’s access to and use of the Account may be temporarily restricted.
(iv) Retention. Customer acknowledges and agrees that Company, the Third-Party Providers and their banking partners and card issuers may retain Company Information, personal information, verification results and transaction records for so long as required by applicable law, by the Third-Party Provider Terms, or pursuant to their respective record retention policies, including following closure of the Account or termination of this Agreement.
(v) Credentials; Security. When Customer registers, Customer will be asked to create a password. Customer agrees to keep its access credentials secure and only provide access to individuals that Customer has authorized to use the Services on its behalf. Customer is solely responsible for maintaining and protecting its access credentials, and accepts full responsibility for all activities that occur in, and Transactions initiated through, the Account. If Customer believes that the Account is no longer secure or that an unauthorized Transaction has occurred, then Customer must immediately notify us at support@mosaic.ky.
1.14. Restrictions.
(i) Service Availability. The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law. Customer and its Authorized Users will comply with all applicable United States laws (including but not limited to local, state, and federal laws) and, where applicable, the laws of the Cayman Islands, when using the Services. Except in respect of a Designated Service, the Services are not offered to, and may not be accessed or used by or on behalf of, any U.S. person or any person located in the United States. Without limiting the foregoing, by using the Services, Customer represents and warrants that: (a) Customer and its Authorized Users are not located in a country that is subject to a U.S. Government embargo; and (b) Customer and its Authorized Users are not listed on any U.S. Government list of prohibited, sanctioned, or restricted parties. Customer is solely responsible for ensuring that access to and use of the Services by Customer and its Authorized Users in each country, territory, or jurisdiction from which they access the Services does not violate any applicable laws. Customer must not use any software or networking techniques, including use of a Virtual Private Network (VPN) to modify Customer’s internet protocol address or otherwise circumvent or attempt to circumvent this prohibition. Company reserves the right, but has no obligation, to monitor the locations from which the Services are accessed. Furthermore, Company reserves the right, at any time, in its sole discretion, to block access to the Services and to the extent that it is able to do so, in whole or in part, from any geographic location, IP addresses, and unique device identifiers, or to any user who Company believes is in breach of this Agreement.
(ii) Service Restrictions. Customer will not at any time and will not permit any third party (including, without limitation, Authorized Users) to, directly or indirectly: (i) use the Services in any manner beyond the scope of rights expressly granted in this Agreement; (ii) modify or create derivative works of the Services or Documentation, in whole or in part; (iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part; (iv) embed, mirror, sell, resell, rent or lease use of the Services to any other third party, or otherwise allow any third party to use the Services for any purpose other than for the benefit of Customer in accordance with this Agreement; (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable law; (vi) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; (vii) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Company for use expressly for such purposes; (viii) use the Services, Documentation or any other Company Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services; or (ix) use the Services for any prohibited use. As used herein, “Documentation” means the standard user documentation for the Services that Company makes generally available to its customers, which may be updated from time to time with or without notice to Customer.
(iii) Prohibited Use. You may not use your Account or the Platform to engage in any prohibited activity. Prohibited activity includes, but is not limited to, unlawful, fraudulent, or otherwise impermissible activities, or activities that do not serve a legitimate business purpose. Without limiting the foregoing, you may not use the Services to transmit or process funds or Supported Stablecoins for or on behalf of any third party, or to provide money transmission, payment processing or other financial services to any third party. In addition, certain business types, business practices and industries are not eligible to open an Account or access the Services. Prohibited activities and prohibited business types are described in Schedule B, which may be updated from time to time by Company, and in the prohibited use policies of the Third-Party Providers, which form part of the Third-Party Provider Terms. Company may decline applications, and may suspend or close Accounts, without notice, where Company suspects that Customer is engaged in any activity or business type described in Schedule B or in any Third-Party Provider prohibited use policy.
1.15. Limited Rights; Ownership. Customer’s rights in the Services will be limited to those expressly granted in this Agreement. Customer expressly acknowledges that, as between Company and Customer, Company reserves and will own all worldwide right, title and interest in and to the Services, the underlying software provided in conjunction with the Services, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services, any Documentation, and any data, information, or materials provided by or on behalf of Company to Customer or any third party, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship) (collectively, “Company IP”). Customer will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices appearing on any Company IP as made available to Customer.
1.16. Feedback. From time to time, Customer or its employees, contractors, or representatives may provide Company with suggestions, comments, feedback or the like with regard to the Services (collectively, “Feedback”). Customer hereby grants Company a perpetual, irrevocable, royalty-free and fully paid-up license, with the right to sublicense, to use and exploit all Feedback in connection with Company’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services.
1.17. Customer Authorization. By using the Services, Customer authorizes Company to transmit to the applicable Third-Party Providers the payment orders, wire transfers, ACH transactions, conversion instructions and other payment instructions submitted by Customer through the Platform, and authorizes each Third-Party Provider to act as Customer’s agent and third-party sender to initiate, process and execute such instructions in accordance with the applicable Third-Party Provider Terms. Customer authorizes Company and the Third-Party Providers to credit Customer’s linked bank accounts and the Account as necessary to complete such Transactions. Customer acknowledges that the Third-Party Providers may transmit payment instructions to their banking and other partners to effectuate such Transactions on Customer’s behalf. All payment instructions are subject to verification, compliance (AML and sanctions) review, and applicable transaction limits. Company and each Third-Party Provider reserves the right to refuse, delay, or reverse any Transaction that it reasonably believes may violate applicable law, this Agreement, or the terms of any Third-Party Provider or other third party. Company and the Third-Party Providers are not obliged to execute any Transaction they believe would breach applicable law or any writ, levy, lien, subpoena, warrant or other legal order, or that they believe is fraudulent or unauthorized, and Company is not liable for any loss resulting from its good faith compliance with any applicable law or legal order.
1.18. Updating Your Information. It is your responsibility to provide us with true, accurate and complete business and contact information, and to keep such information up to date. You understand and agree that if Company sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, or you are otherwise unable to receive electronic Communications, Company will be deemed to have provided the Communication to you. You may update your information by contacting our support team via email at support@mosaic.ky.
1.19. Treasury Service. Company may introduce eligible Customers to treasury management services provided by Mosaic Capital Inc. under its own agreement with the Customer. Mosaic Capital Inc. is registered with the Cayman Islands Monetary Authority under the Securities Investment Business Act (As Revised) and provides those services only to persons who qualify as high net worth persons or sophisticated persons under Schedule 4 of that Act, which it verifies before providing them. Any return on those services is earned under that agreement and is not paid by Company. Company is not an investment manager or adviser and does not provide investment, legal or tax advice. Investing involves risk, including possible loss of principal, and returns are not guaranteed.
1.20. Reorganization. Company may, on notice in the Platform, transfer or novate this Agreement, in whole or in part, to any Affiliate of Company, including in connection with a reorganization of Company’s group, and Customer consents to any such transfer or novation. Mosaic Capital Inc. is a separate company registered with the Cayman Islands Monetary Authority; it is not a party to this Agreement and does not provide the Services.
2. Payment Terms, Taxes, and Fees
2.1. Fees. Customer agrees and will pay Company all applicable fees, including fees for the Services (“Service Fees”), transfers (“Transfer Fees”), conversions and other amounts, in each case as set forth in the Fee Schedule attached as Schedule A and incorporated into this Agreement by reference (collectively, “Fees”). Customer acknowledges and agrees that Company and its affiliates may also charge, earn, receive and retain for their own account, without any obligation to account to Customer, program, platform and revenue share fees paid by Third-Party Providers (including fees calculated by reference to balances held with them), interchange and other card program revenue and revenue shares, distribution-partner and referral fees, and rebates and incentives from Third-Party Providers, banks, issuers and networks, in each case as further described in Schedule A. Customer has no right to receive any interest, yield, reward, rebate or other earnings in respect of any balance except as provided in Section 2.1A or expressly in Schedule A. Company reserves the right to modify the Fees and Schedule A at any time, in its sole discretion, and continued use of the Services will constitute consent to such changes. Company will notify Customer of material changes to this Agreement or to Schedule A by notice in the Platform before the change takes effect. Any such change applies prospectively only and does not apply to any Claim that arose, or to any Transaction initiated, before the change takes effect. Changes required by applicable law, by any Third-Party Provider, bank, issuer or network, or to address a security or compliance risk may take effect immediately, and Fees imposed or changed by any of them may take effect immediately. All Fees are non-cancelable and non-refundable. Fees imposed or changed by any Third-Party Provider, bank, issuer, network or governmental authority may take effect immediately. Fees not set forth in Schedule A will be disclosed in the Platform at or before the time Customer authorizes the applicable Transaction, and Customer’s initiation of that Transaction constitutes acceptance of the disclosed Fee.
2.1A. Rewards and Promotions. Company may, in its sole discretion, offer Customers rewards, including cash rewards calculated as a percentage of eligible balances of Supported Stablecoins, cashback, rebates, fee credits, referral bonuses and other promotional incentives (each, a “Reward”), on the eligibility criteria, rates, balance tiers and other terms shown in the Platform from time to time (the “Rewards Terms”). Rates are variable, may be offered as “up to” a stated rate, and are set by Company in its sole discretion. Rewards are paid by Company from its own resources, and not by any Third-Party Provider or stablecoin issuer. Rewards are not interest. Balances of Supported Stablecoins do not bear interest from their issuer or any Third-Party Provider, and no balance is a deposit with Company or any bank. Company makes no promise to pay any Reward, and may introduce, change, condition, suspend or withdraw any Reward, any rate or tier, or any eligibility criterion, at any time, for any reason and without prior notice. Eligibility for Rewards may be revoked at any time. Rewards have no cash value, and Customer has no claim to any Reward until Company credits it to Customer’s Account. Company may reverse any Reward credited in error or obtained through abuse, fraud or breach of this Agreement. Customer is responsible for any taxes on Rewards. The Rewards Terms, and any other terms, policies or rules for particular features of the Services that Company publishes in the Platform (including the Mosaic Prohibited Activities), form part of this Agreement.
2.2. Payment. Service Fees, if any, will be charged as set out in Schedule A. Any Transfer Fees will be debited from Customer’s balance, as specified in each Transaction. All past due amounts will incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less. Customer will reimburse Company for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts. Customer will pay all amounts due under this Agreement in U.S. currency. All fees payable under this Agreement are net amounts and are payable in full, without offset or deduction for taxes or duties of any kind.
2.3. Taxes. Customer will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with this Agreement or Customer’s receipt or use of the Services, except for taxes based on Company’s net income. In the event that Company is required to collect any tax for which Customer is responsible, Customer will pay such tax directly to Company. If Customer pays any withholding taxes that are required to be paid under applicable law, Customer will furnish Company with written documentation of all such tax payments, including receipts.
2.4. Reversals and Cancellations. You cannot cancel, reverse, or change any outgoing Transaction marked as complete or pending. You must have a sufficient balance to initiate an outgoing Transaction in fiat currency or Supported Stablecoins. If your payment is not successful, if your balance is insufficient, or if you reverse a payment or on-chain Transaction made from funds in your Account, you authorize Company and the applicable Third-Party Provider, in their sole discretion, to cancel or pause the Transaction. We and the applicable Third-Party Provider reserve the right to refuse to process, or to cancel, correct, clawback, or reverse, any Transaction in our or their sole discretion, even after funds have been debited from your Account, in response to a subpoena, court order, or other government order; or if we or they suspect the Transaction may involve money laundering, terrorist financing, fraud, or any other type of financial crime, or relate to a prohibited use. In such instances, the Transaction may be reversed and neither we nor the applicable Third-Party Provider is under any obligation to reinstate the order at the same price or on the same terms as the cancelled Transaction. Customer acknowledges that a stablecoin issuer may freeze, block, or burn Supported Stablecoins, or decline to issue or redeem Supported Stablecoins, where required to comply with a lawful order or applicable law, including sanctions and anti-money laundering requirements.
2.5. Error Resolution and Unauthorized Transactions. In case of errors or questions about your Transactions, contact Company immediately at support@mosaic.ky if you think your statement or transaction history is wrong, if you need more information about a Transaction, or if you believe an unauthorized Transaction has occurred. For unauthorized Transactions, please notify us promptly so that the applicable Third-Party Provider can process the return under the applicable Nacha Operating Rules for business transactions. We must hear from you no later than two (2) Business Days after the Transaction was processed for an unauthorized ACH transfer. For errors, please contact us as soon as you become aware of the error, ideally the same day so that the Transaction can be cancelled or reversed before the applicable bank processing cut-off times. If you fail to notify Company within two (2) Business Days, the ability to recover funds through the ACH Network may be significantly limited, even if it is later determined the Transaction was unauthorized. For unauthorized or erroneous wire transfers, including SWIFT Payments, notify us as soon as possible. Because wire transfers are generally final once accepted by the receiving bank, recovery is limited to a request for return of funds, which depends on the receiving bank’s cooperation and is not guaranteed. For Transactions in Supported Stablecoins, once a Transaction has been broadcast to the applicable blockchain network it cannot be reversed and recovery is not available.
When you contact us, please provide: (1) your name and account information; (2) a description of the error or the Transaction you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information; and (3) the dollar amount of the suspected error.
2.6. Fraud. We may treat any unauthorized access or activity as potentially fraudulent, and you must notify us within 24 hours if you become aware of or suspect potentially fraudulent activity. When you notify us, we and the applicable Third-Party Provider may temporarily restrict access to your Account, suspend any pending orders or withdrawals, require you to change your Authentication Credentials, and take any other reasonable steps to protect your Account.
EXCEPT WHERE REQUIRED BY LAW, IN NO CASE WILL COMPANY BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR ACTIVITY FROM YOUR ACCOUNT.
2.7. Funds Availability. When a payment is received for your benefit and accepted for posting by the applicable Third-Party Provider or its banking partner, the funds are generally expected to be made available in your Account in accordance with the applicable Third-Party Provider Terms and the operating rules of the relevant payment system. Availability, and the timing of availability, are determined by the applicable Third-Party Provider, its banking partner and the applicable stablecoin issuer, and not by Company, and Company does not guarantee that any balance will be available, withdrawable or redeemable at any particular time or at all. In limited circumstances, availability may be delayed, for example where a Transaction is believed to be fraudulent, unauthorized, or otherwise requires additional review to comply with applicable law or risk policies. If availability is delayed, a hold may be placed on the funds and availability may be restored following completion of the review or, if the payment cannot be posted, the applicable Third-Party Provider or its banking partner may return the payment. If a payment cannot be automatically posted due to an error or exception, the error-resolution provisions in Section 2.5 will apply to that Transaction.
3. Customer Materials
3.1. Ownership of Customer Materials. Company acknowledges that, as between Customer and Company and except as set forth in Section 7.2, Customer owns and retains all right, title, and interest in and to all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Customer through the Services or made available to Company in connection with Customer’s use thereof, but excluding, for clarity, Aggregate Data (“Customer Materials”).
3.2. License to Customer Materials. Customer hereby grants Company a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform and modify the Customer Materials for the purpose of hosting, operating, improving, and providing the Services to Customer, and to provide Customer Materials to the Third-Party Providers, their banking partners and card issuers and other third-party service providers as necessary to provide the Services and comply with applicable law.
3.3. Representations and Warranties Regarding Customer Materials. Customer represents and warrants that (i) it has obtained and will obtain and continue to have, during the Term, all necessary rights, permissions, consents, authority, and licenses for the access to and use of the Customer Materials (including any personal data provided or otherwise collected pursuant to Customer’s privacy policy) as contemplated by this Agreement and (ii) Company’s use of the Customer Materials in accordance with this Agreement will not infringe any intellectual property rights of a third party, violate any applicable laws or regulations, or cause a breach of any agreement or obligation between Customer and any third party.
4. Third-Party Providers and Third Parties
4.1. Third-Party Providers. Certain products or features offered through the Platform are provided by our Third-Party Providers and their banking partners, card issuers, networks and other financial partners. BY APPLYING FOR AN ACCOUNT AND USING THE SERVICES, YOU AGREE TO COMPLY WITH THIS AGREEMENT AND YOU AGREE TO THE TERMS AND CONDITIONS AND PRIVACY POLICIES OF OUR THIRD-PARTY PROVIDERS AND THEIR BANKING PARTNERS AND CARD ISSUERS, INCLUDING THE DAKOTA TERMS OF SERVICE AVAILABLE AT https://dakota.xyz/terms, THE DAKOTA FUNDS TRANSFER AGREEMENT AVAILABLE AT https://dakota.xyz/funds-transfer, THE CARDHOLDER AGREEMENT AND RELATED CARD PROGRAM TERMS AND PRIVACY POLICY OF RAIN AND ITS ISSUING BANK AVAILABLE AT https://mosaic.ky/legal/card-terms-business, AND THE DAKOTA PRIVACY POLICY AVAILABLE AT https://dakota.xyz/privacy (COLLECTIVELY, THE “THIRD-PARTY PROVIDER TERMS”), EACH OF WHICH IS INCORPORATED INTO THIS AGREEMENT BY REFERENCE. Customer acknowledges and agrees that Customer’s use of the Services may be subject to additional terms and conditions imposed by these Third-Party Providers, and Customer agrees to comply with all such terms. The Third-Party Provider Terms are established and may be amended by the applicable Third-Party Provider without Company’s consent or prior notice to Customer. Each requirement, restriction and obligation imposed on Customer under any Third-Party Provider Terms is deemed imposed on Customer under this Agreement for Company’s benefit and may be enforced by Company directly, and Customer’s breach of any Third-Party Provider Terms constitutes a breach of this Agreement. In the event of any conflict between this Agreement and the applicable Third-Party Provider Terms with respect to the services provided by that Third-Party Provider, the Third-Party Provider Terms control as to those services, and this Agreement controls as to the Platform and Company’s obligations to Customer. Company may add, remove or replace any Third-Party Provider at any time upon notice in the Platform, and upon such notice the terms of the added or replacement provider will constitute Third-Party Provider Terms for all purposes of this Agreement.
4.2. Third-Party Services. Certain features and functionalities within the Services may include or allow Customer and its Authorized Users to interface, interact with, access and/or use certain third-party services, software, products, technology, and content (collectively, “Third-Party Services”). Customer acknowledges and understands that Company does not provide the Third-Party Services and is not responsible for any compatibility issues, errors, or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Customer’s use of such Third-Party Services may be subject to additional terms, fees, and costs imposed by the Third-Party Service provider, for which Customer is solely responsible. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Services. Company expressly disclaims all representations and warranties relating to any Third-Party Services and Customer’s use of Third-Party Services is at Customer’s own risk. Customer will look solely to the providers of the Third-Party Services for any warranty-related issues or other claims.
5. Disclaimers
5.1. General Disclaimer. Company does not warrant that the Platform will meet Customer’s requirements, that any Services will operate in the combinations that Customer may select for use, that the operation of any Services will be error-free or uninterrupted or that all errors or defects within the Platform will be corrected. Company disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, and noninfringement, and any warranties arising out of course of dealing, usage or trade, or that use of the Platform, Services, or any third-party services will be error-free, bug-free or uninterrupted. No advice or information, whether oral or written, obtained from Company or elsewhere will create any warranty not expressly stated in this Agreement. Except as expressly set forth herein, the Platform is provided on an “as is” basis, and Company makes no warranties or representations to Customer, its Authorized Users or to any other party regarding the Platform, Services, third-party services or any other services or materials provided hereunder.
5.2. Blockchain Limitations. Customer acknowledges and agrees that Supported Stablecoins exist only by virtue of the ownership record maintained in the applicable blockchain network, which Company does not control. Any transaction that might occur in any Supported Stablecoin occurs on the decentralized ledger within a blockchain network, which Company does not control. Company makes no recommendations as to whether to use the Services or to transact with or use any particular Supported Stablecoin or any fiat currency. Company will not be liable in any respect for any loss arising from or relating to any Supported Stablecoin or blockchain network.
5.3. Errors and Availability. Company will not be responsible or liable to Customer for any asset losses or otherwise for any use of the Services, including but not limited to any losses, damages, or claims arising from: (i) user error such as incorrectly constructed transactions, or typographical errors, including with account numbers, routing numbers, SWIFT/BIC codes, beneficiary details or external wallet addresses; (ii) server failure or data loss; (iii) blockchain or other networks, smart contracts, nodes, or corrupt files; (iv) unauthorized access to the Services, Customer’s Account, or Customer’s Authentication Credentials, regardless of whether such unauthorized access results from Customer’s negligence, the actions of third parties, or any other cause, including but not limited to unauthorized transactions initiated using Customer’s Authentication Credentials; or (v) any third-party activities, including without limitation the use of viruses, phishing, brute-forcing, or other means of attack. Customer acknowledges and agrees that Customer is solely responsible for maintaining the confidentiality and security of Customer’s Authentication Credentials, and that any Transaction authenticated using Customer’s Authentication Credentials will be deemed authorized by Customer, unless Customer has notified Company of unauthorized access in accordance with Sections 2.5 and 2.6 prior to such Transaction.
5.4. Third-Party Providers and Third-Party Services. Company further expressly disclaims all liability or responsibility in connection with the Third-Party Providers, their banking partners and card issuers, or any third-party services, including any act, omission, delay, error, outage, determination, hold, freeze, block, reversal, clawback, restriction, closure, default or insolvency of any of them. Nothing herein nor any use of any Third-Party Provider or third-party service constitutes Company’s endorsement, recommendation or any other affiliation of or with any Third-Party Provider or third-party service. Nothing in this Section 5 is intended to disclaim, limit or shift any obligation that a Third-Party Provider expressly assumes under its own Third-Party Provider Terms.
6. Indemnification
6.1. Company will defend Customer against any claim, suit or proceeding brought by a third party (“Claims”) alleging that Customer’s use of the Services infringes or misappropriates such third party’s intellectual property rights and will indemnify and hold harmless Customer against any damages and costs awarded against Customer or agreed in settlement by Company (including reasonable attorneys’ fees) resulting from such Claim. Company’s preceding obligations will not apply if the underlying Claim arises from: (i) Customer’s breach of this Agreement, negligence, willful misconduct or fraud; (ii) any Customer Materials; (iii) Customer’s failure to use any enhancements, modifications, or updates to the Services that Company provides; (iv) modifications to the Services by anyone other than Company; (v) combinations of the Services with software, data or materials not provided by Company; or (vi) any use (whether authorized or unauthorized) of Customer’s Authentication Credentials. Customer will defend, indemnify and hold harmless Company from and against any damages and liabilities (including court costs and reasonable attorneys’ fees) awarded in a final judgment against Company, and amounts agreed to in settlement with respect to each of the foregoing, to the extent arising from or relating to a Claim against Company that is based on: (i) Customer’s (or Customer’s Authorized Users’) access to, use or misuse of the Services and any Third-Party Services; (ii) any use or misuse of Customer’s Authentication Credentials; (iii) the Customer Materials or their use by Company in accordance with this Agreement infringing, misappropriating or violating a third party’s intellectual property rights, or rights of publicity or privacy, or resulting in the violation of any applicable law or regulation; or (iv) Customer’s breach of this Agreement or of any Third-Party Provider Terms. Each Party’s obligations under this Section 6 depend on: (i) the Party seeking defense and indemnity (the “Indemnified Party”) providing the other Party (the “Indemnifying Party”) with prompt written notice of such Claim (with sufficient time for the Indemnifying Party to respond without prejudice); (ii) the Indemnifying Party having the exclusive right to defend or settle the Claim; and (iii) the Indemnified Party providing all reasonably necessary cooperation to the Indemnifying Party, at the Indemnifying Party’s expense, in the defense and settlement of such Claim. The Indemnified Party may participate in the defense of any Claim at its own expense.
7. Confidentiality
7.1. Confidential Information. As used herein, “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Company IP and Schedule A will be deemed Confidential Information of Company. However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party; (ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party.
7.2. Restrictions. The Receiving Party will maintain the Disclosing Party’s Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement; provided that Company may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Aggregate Data. As used herein, “Aggregate Data” means data that is derived or aggregated in deidentified form from (i) any Customer Materials; or (ii) Customer’s and/or its Authorized Users’ use of the Services, including, without limitation, any usage data or trends with respect to the Services. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement, (ii) to the Third-Party Providers and their banking partners and card issuers as necessary to provide the Services, or (iii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.
8. Limitation of Liability
8.1. Exclusion of Damages. Except for: (i) any infringement by one Party of the other Party’s intellectual property rights, (ii) fraud or willful misconduct by either Party, or (iii) breach of Customer’s payment obligations, neither Party will be liable to the other for any incidental, special, exemplary, punitive or consequential damages, or any loss of income, data, profits, revenue or business interruption, or the cost of cover or substitute services, arising out of or in connection with this Agreement, the Company IP, or the provision of the Services, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not such Party was advised of the possibility of such loss or damage.
8.2. Total Liability. In no event will Company’s total liability to Customer or its Authorized Users in connection with this Agreement, the Company IP or the provision of the Services exceed the greater of (a) the fees actually paid by Customer to Company or any Company Party in the six (6) month period preceding the event giving rise to the claim and (b) US$100, regardless of the legal or equitable theory on which the claim or liability is based, and whether or not Company was advised of the possibility of such loss or damage.
8.3. Basis of the Bargain. The Parties hereby acknowledge and agree that the limitations of liability in this Section 8 are an essential part of the basis of the bargain between Company and Customer, and will apply even if the remedies available hereunder are found to fail their essential purpose.
8.4. Company Parties; Sole Recourse. “Affiliate” means, with respect to any person, any other person that directly or indirectly controls, is controlled by, or is under common control with that person, and “control” means ownership of more than fifty percent (50%) of the voting equity of a person or the power to direct its management and policies. “Company Parties” means Company, each of its Affiliates, and each of their respective direct and indirect equityholders, directors, officers, managers, employees, contractors, agents and representatives. Each disclaimer, exclusion, limitation of liability, release, waiver and indemnity in favor of Company under this Agreement applies equally to, and may be invoked and enforced by, each Company Party. The limitations set forth in Sections 8.1 and 8.2 apply in the aggregate to all Company Parties taken together, and not separately to each. Customer’s sole recourse in connection with the Platform, the Services and this Agreement is against Company, and Customer will not assert any claim, demand or proceeding against any other Company Party arising out of or relating to the Platform, the Services or this Agreement, whether based in contract, tort, statute or otherwise. Company may perform any of its obligations, and exercise any of its rights, under this Agreement through one or more of its Affiliates, and no such performance makes that Affiliate a party to this Agreement or creates any obligation of that Affiliate to Customer.
9. Termination and Suspension
9.1. Term. This Agreement shall begin on the Effective Date and shall continue for so long as Customer maintains an active Account with Company or the Agreement is otherwise terminated in accordance with the terms herein.
9.2. Termination for Convenience. Either Party may terminate this Agreement for convenience on thirty (30) days’ written notice.
9.3. Termination for Breach. Company may terminate this Agreement with immediate effect or suspend Customer’s access to the Services immediately if: (a) Customer engages in any prohibited business activities or violates Section 1.14 of this Agreement; (b) Customer violates any applicable law or regulation; (c) Company reasonably believes that Customer’s Account has been used for fraudulent, illegal, or unauthorized purposes; (d) Customer fails to pay any amounts due under this Agreement; (e) Company is required to do so by a Third-Party Provider, financial partner, regulatory authority, or law enforcement agency, or any Third-Party Provider terminates, suspends or restricts Customer; or (f) Customer otherwise materially breaches this Agreement or any Third-Party Provider Terms.
For any other material breach by Customer not described above, Company may terminate this Agreement if such breach remains uncured ten (10) days after Company provides Customer with written notice of such breach.
9.4. Effect of Termination. Upon termination, Customer’s right to access and use the Services will terminate immediately and all Cards will be cancelled in accordance with the Cardholder Agreement. Customer must pay all amounts owed prior to termination. Termination does not cancel, reverse or unwind any pending or completed Transaction. The withdrawal, redemption, transfer and return of balances following termination are governed by the applicable Third-Party Provider Terms, and Company has no obligation or ability to release, redeem, return or transfer any funds or Supported Stablecoins. If this Agreement is terminated for Customer’s breach, Customer, its owners and controllers may not open a new Account under a different name or other details.
9.5. Survival. The following Sections will survive termination or expiration of this Agreement for any reason: 1.3, 1.4, 1.5, 1.6, 1.7, 1.8, 1.10, 1.13(iv), 1.14, 1.15, 1.16, 2, 3, 4, 5, 6, 7, 8, 9.4, 9.5, 11 and 12.
10. Publicity
10.1. Customer grants Company the right to use Customer’s name and logo in Company’s marketing materials and website, unless and until Customer provides written notice requesting cessation of such use.
11. General Terms
11.1. Neither Party may assign this Agreement, by operation of law or otherwise, without the other Party’s prior written consent, except that Company may assign this Agreement to a successor entity in the event of a merger, consolidation, or sale of all or substantially all of the assets of Company. Any attempt by either Party to assign this Agreement in violation of the foregoing sentence will be void. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns. Customer will fully comply with all applicable federal laws, regulations and rules that prohibit or restrict the export or re-export of the Services or software, or any Customer Materials, outside the United States (“Export Rules”), and will complete all undertakings required by Export Rules, including obtaining any necessary export license or other governmental approval. Neither Party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect. This Agreement, including Schedule A, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings, both written and oral, with respect to its subject matter. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the Parties, except as expressly provided in this Agreement. Nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Except as expressly set forth in this Agreement, the exercise by either Party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver. This Agreement will be governed by and construed in accordance with the laws of the Cayman Islands, without regard to or application of conflicts of law rules or principles. Subject to Section 11.2, each Party irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands for the purposes of any proceeding to compel arbitration, to enforce or confirm an arbitral award rendered under this Agreement, or for interim or provisional relief in aid of arbitration. All notices required to be sent hereunder will be in writing (email being sufficient) and will be deemed to have been given when mailed by certified mail, overnight express, or sent by email, with receipt confirmed. This Agreement may be signed in counterparts, and electronic signatures will have the same weight and effect as originals. Each Company Party that is not a Party is an intended third-party beneficiary of Sections 5, 6, 8.1, 8.2 and 8.4 and may enforce those provisions directly.
11.2. Dispute Resolution and Arbitration. Customer agrees to arbitrate all disputes, claims, or controversies (“Claims”) arising out of or relating to this Agreement or Customer’s relationship with Company. This Section constitutes Customer’s agreement to arbitrate (“Arbitration Agreement”) all disputes arising under or in connection with this Agreement and Customer’s relationship with Company. This includes Claims made by Company against Customer, and Claims made by Customer or anyone connected to Customer against Company or any of its affiliates, agents, employees, predecessors, successors, or assignees. Arbitration is often used to resolve Claims more efficiently than a trial, particularly where the amount of the Claim is small. THE PARTIES ARE WAIVING THE RIGHT TO LITIGATE A CLAIM IN COURT AND TO HAVE A JURY TRIAL ON ANY CLAIM. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATIONS WITH OTHER ARBITRATIONS ARE NOT PERMITTED. ANY ARBITRATION UNDER THIS AGREEMENT WILL ONLY BE ON AN INDIVIDUAL BASIS.
11.3. Before commencing an action in arbitration, the Party raising a Claim will give the other Party written notice of the Claim. If the Claim is not resolved within thirty (30) days after that notice is given, either Party may refer it to binding arbitration as described below. Notwithstanding the foregoing, either Party may file an arbitration demand at any time to comply with any statute of limitation or timing requirement to preserve its Claim.
11.4. All Claims, including any dispute regarding the existence, validity, interpretation, performance, breach or termination of this Agreement or any non-contractual obligation arising out of or relating to it, will be referred to and finally resolved by binding individual arbitration administered by the Cayman International Mediation and Arbitration Centre (“CI-MAC”) under the CI-MAC Arbitration Rules in force at the date of the notice of arbitration, and governed by the Arbitration Act (as amended) of the Cayman Islands. The arbitration will be conducted in the English language and the seat of arbitration will be George Town, Grand Cayman, Cayman Islands. The number of arbitrators will be one, provided that either Party may request a panel of three arbitrators where the amount in dispute exceeds US$1,000,000. Notwithstanding the foregoing, either Party may seek emergency, interim or injunctive relief from a court of competent jurisdiction without waiving its right to arbitration.
11.5. The arbitrator’s award will be binding on the Parties and may be entered as a judgment in any court of competent jurisdiction. While an arbitrator may award declaratory or injunctive relief, the arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s Claims. The arbitrator’s decision and judgment criteria will not have a precedential or collateral estoppel effect on Claims asserted by any individual or entity that was not a party to the arbitration. If any provision of this Arbitration Agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced, but in no case will there be a class or representative arbitration. The arbitration itself will be governed by the Arbitration Act (as amended) of the Cayman Islands. If a court or arbitrator decides that this Arbitration Agreement cannot be enforced as to a particular Claim for relief, then that Claim, and only that Claim, must be severed from the arbitration and may be brought in court. Individual Claims filed in small claims court are not subject to this Arbitration Agreement for so long as the Claim remains in small claims court. The arbitrator alone will have the authority to interpret the scope and enforceability of this Arbitration Agreement, except that any Claim concerning the scope or enforceability of the prohibition on class, collective, or representative Claims, or Claims in arbitration for public injunctive relief, will be resolved by the courts of the Cayman Islands, applying the governing law specified in Section 11.1.
11.6. IF CUSTOMER DOES NOT WANT TO ARBITRATE ALL CLAIMS AS PROVIDED IN THIS AGREEMENT, CUSTOMER HAS THE RIGHT TO REJECT THIS ARBITRATION AGREEMENT BY DELIVERING WRITTEN NOTICE TO COMPANY AT support@mosaic.ky WITHIN 30 DAYS OF THE EFFECTIVE DATE. CUSTOMER’S REJECTION OF THIS ARBITRATION AGREEMENT DOES NOT AFFECT ANY INDEPENDENT ARBITRATION AGREEMENT WITH ANY THIRD PARTY, INCLUDING ANY THIRD-PARTY PROVIDER, AND CUSTOMER REMAINS SUBJECT TO ANY ARBITRATION, CLASS ACTION OR JURY TRIAL WAIVER OR DISPUTE RESOLUTION PROCESS SET OUT IN THOSE SEPARATE AGREEMENTS. THE NOTICE MUST INCLUDE CUSTOMER’S LEGAL ENTITY NAME, MAILING ADDRESS, EMAIL ADDRESS AND TELEPHONE NUMBER, AND THE NAME AND TITLE OF THE INDIVIDUAL SUBMITTING THE NOTICE.
12. Disclosures
12.1. USA PATRIOT Act. To help the government fight the funding of terrorism and money laundering activities, Section 326 of the USA PATRIOT Act requires all financial institutions to obtain, verify, and record information that identifies each person (or entity) who opens an account or changes an existing account.
When you open an account or change an existing account, we will ask for the following (at a minimum) for the purpose of identity verification: legal entity name; entity type; country of incorporation; registration number; operating and registration address; industry; and tax ID number (for U.S. legal entities).
We collect and review documentation to verify your business’s registration and identity, and obtain information regarding its operations and nature of business. Company and the Third-Party Providers and their banking partners and card issuers may require and perform additional identity verification or information collection as necessary to comply with applicable laws and regulations, including requirements under the USA PATRIOT Act.
12.2. Digital Asset Risk Disclosures. Supported Stablecoins involve significant risk, including the potential for partial or total loss. Transactions may be irreversible, and losses resulting from unauthorized activity, network failures, software bugs, or blockchain disruptions may not be recoverable. Digital asset networks are subject to operational limitations and events outside of Company’s control. The legal and regulatory treatment of stablecoins and other digital assets is evolving and uncertain, and changes in applicable laws or regulations may impact the availability, use, or value of any Supported Stablecoin.
The Platform Stablecoin is an obligation of the Platform Stablecoin Issuer, and not a deposit or obligation of Company or of any bank. The value of the Platform Stablecoin depends on the sufficiency and liquidity of the reserves backing it and on the Platform Stablecoin Issuer’s ability to honor redemption requests. In stressed market conditions or in the event of operational or financial difficulty affecting the Platform Stablecoin Issuer, the Platform Stablecoin may trade below par, redemption may be delayed, or Customer may be unable to redeem the Platform Stablecoin for U.S. dollars at all. The same risks apply to each other Supported Stablecoin and its issuer. By engaging in transactions involving Supported Stablecoins, you acknowledge and accept these risks and agree that you are solely responsible for evaluating the risks and suitability of Supported Stablecoins for your business.
12.3. Additional Disclosures. COMPANY IS A FINANCIAL TECHNOLOGY COMPANY, NOT A BANK. FINANCIAL SERVICES ARE PROVIDED BY OUR THIRD-PARTY PROVIDERS AND THEIR PARTNER BANK, LEAD BANK, MEMBER FDIC.
COMPANY IS NOT A MEMBER OF, AND IS NOT INSURED BY, THE FDIC. SUPPORTED STABLECOIN BALANCES, INCLUDING BALANCES OF THE PLATFORM STABLECOIN, ARE NOT ELIGIBLE FOR FDIC PASS-THROUGH INSURANCE. FUNDS THAT ARE CONVERTED INTO THE PLATFORM STABLECOIN OR ANY OTHER SUPPORTED STABLECOIN OR DIGITAL ASSET ARE NO LONGER HELD AS U.S. DOLLAR DEPOSITS AND ARE NOT ELIGIBLE FOR FDIC INSURANCE. FDIC INSURANCE APPLIES ONLY WHILE FUNDS ARE HELD AS U.S. DOLLAR DEPOSITS AT A PARTNER BANK, AND DOES NOT PROTECT AGAINST THE FAILURE OF COMPANY, ANY THIRD-PARTY PROVIDER OR ANY STABLECOIN ISSUER, OR THE LOSS OF VALUE OF ANY DIGITAL ASSET. BECAUSE U.S. DOLLARS RECEIVED FOR CUSTOMER’S BENEFIT ARE IN THE ORDINARY COURSE AUTOMATICALLY CONVERTED INTO THE PLATFORM STABLECOIN, CUSTOMER SHOULD NOT ASSUME THAT ANY BALANCE IS FDIC-INSURED AT ANY TIME.
12.4. Platform Stablecoin Disclosures. The Platform Stablecoin is a digital asset issued by the Platform Stablecoin Issuer. The Platform Stablecoin is not legal tender, is not issued, guaranteed, or backed by the United States government or any government agency, and is not insured by the FDIC or any other deposit insurance program. Each other Supported Stablecoin is a digital asset issued by a third-party issuer, and the reserve, redemption, freezing and other arrangements applicable to it are established by that issuer and are subject to that issuer’s own terms, which Customer should review. Company does not issue, redeem or guarantee any Supported Stablecoin and makes no representation as to the sufficiency of any reserve or the availability of redemption.
Schedule A: Fee Schedule
This Schedule A sets forth the Fees and related commercial terms applicable to Customer’s use of the Services, and is incorporated into and forms part of the Agreement in accordance with Section 2.1. Capitalized terms used and not otherwise defined in this Schedule A have the meanings given in the Agreement.
1. Platform and Account Fees. There is no account opening, application, implementation or monthly subscription fee for the Services. Identity verification and customer due diligence (KYC/KYB) with respect to Customer and its Authorized Users are included at no additional charge.
2. Conversion Fees. Conversions between U.S. dollars and the Platform Stablecoin are free in both directions. A conversion fee of five (5) basis points (0.05%) of the converted amount applies to each conversion from the Platform Stablecoin to USDC or another Supported Stablecoin, assessed at the time of conversion and debited from Customer’s balance.
3. Payment Fees. Fees charged by Third-Party Providers, banks and payment networks for ACH, Same Day ACH, Fedwire and SWIFT Payments are passed through to Customer at cost and are shown in the Platform before Customer authorizes the Transaction.
4. Card Fees. Foreign exchange fees, cross-border fees and all other fees applicable to Cards are as disclosed in the Cardholder Agreement.
5. Pass-Through Charges. Fees, charges and costs imposed by any Third-Party Provider, bank, card issuer, card network, payment system or blockchain network in connection with Customer’s Account or Transactions are passed through to Customer at cost, including returned, rejected, reversed and recalled item charges, chargebacks, trace, recall and investigation charges, and network or gas fees for on-chain transfers.
6. Billing; Payment. Conversion, transfer and pass-through Fees are debited from Customer’s balance at the time of the applicable Transaction. All Fees are exclusive of taxes, are non-cancelable and non-refundable, and past due amounts accrue interest as provided in Section 2.2.
7. Limits. Company does not impose minimum balances or minimum Transaction amounts. Third-Party Providers, banks and networks may apply their own minimums and limits, which are shown in the Platform.
8. Changes. Company may modify this Schedule A in accordance with Section 2.1. Fees imposed or changed by any Third-Party Provider, bank, issuer, network or governmental authority may take effect immediately.
Schedule B: Prohibited Uses and Prohibited Businesses
This Schedule B describes activities and business types that are not permitted on the Platform, and is incorporated into and forms part of the Agreement in accordance with Section 1.14. Capitalized terms used and not otherwise defined in this Schedule B have the meanings given in the Agreement. This Schedule B is not exhaustive. The prohibited use policies of the Third-Party Providers and the rules of the applicable card networks apply in addition to this Schedule B, and where any of them is broader, the broader restriction applies. Company may update this Schedule B at any time.
1. Prohibited Activities. Customer may not use the Account, the Platform or the Services to engage in, or to facilitate a third party engaging in: (a) unlawful activity, including any activity that violates applicable law, regulation or sanctions programs, or that involves the proceeds of unlawful activity; (b) abusive or harmful activity, including introducing malicious code, attempting to gain unauthorized access to any account or system, using another person’s account without permission, or transferring or sharing Account access without Company’s approval; (c) fraud or misrepresentation, including providing false, inaccurate or incomplete information in connection with an application for or use of an Account; (d) gambling, including lotteries, sports betting or odds making, fantasy sports with cash prizes, internet gaming, contests, sweepstakes or other games of chance, in each case that are not permitted by applicable law or not authorized by the relevant regulatory authority; (e) infringement or misappropriation of intellectual property or other proprietary rights, including copyrights, trademarks and rights of publicity or privacy; (f) transmitting or processing funds or Supported Stablecoins for or on behalf of any third party, or providing money transmission, payment processing, payment facilitation or other financial services to any third party; or (g) evading, or attempting to evade, any transaction limit, compliance control, sanctions screening or restriction imposed by Company or any Third-Party Provider.
2. Prohibited Businesses. The following business types are not eligible to open an Account or access the Services: (a) adult entertainment, including pornographic or obscene content and services involving sexually explicit activity; (b) money services businesses, money transmitters, currency exchangers, check cashers and virtual asset service providers, and payment facilitators, payment aggregators and payment service providers that resell or provide access to the Services; (c) operators of cryptocurrency ATMs or kiosks; (d) mixers, tumblers, privacy-coin services, darknet marketplaces, peer-to-peer exchange services and non-compliant virtual asset service providers; (e) shell banks, shell entities and entities without a verifiable operating business; (f) issuers or promoters of unregistered securities, token sales or other unregistered investment offerings; (g) manufacturers, distributors and sellers of weapons, ammunition, explosives and related components, and manufacturers, processors, formulators and distributors of chemicals, including industrial, laboratory, synthetic and specialty chemicals and hazardous, toxic, controlled or otherwise regulated substances; (h) businesses engaged in the cultivation, production, processing, distribution, sale or marketing of cannabis or cannabis-derived products, including marijuana, THC-containing products, cannabis-derived CBD products and related paraphernalia, regardless of whether such activity is permitted under applicable state or local law; (i) retailers, wholesalers, manufacturers and processors of jewelry, silverware, precious stones and precious metals; (j) wholesale distributors, brokers and traders of metals and minerals other than petroleum and petroleum products; (k) multi-level marketing, pyramid and matrix schemes; (l) debt collection, debt settlement and credit repair services; (m) pharmaceuticals, nutraceuticals and telemedicine; (n) sellers of counterfeit or unauthorized goods; (o) developers or distributors of ransomware, spyware or other malicious software; and (p) any business that presents elevated financial, regulatory or legal risk in Company’s reasonable determination, or that is restricted by the requirements or policies of any Third-Party Provider, banking partner, card issuer, card network or other service provider.
3. Consequences. Company may decline any application, and may refuse, delay, suspend or reverse any Transaction, and may suspend or close the Account and terminate this Agreement in accordance with Section 9.3, in each case without notice, where Company suspects that Customer is engaged in any activity or business type described in this Schedule B or in any Third-Party Provider prohibited use policy. If Customer is uncertain whether its business or intended use of the Services is described in this Schedule B, Customer should contact Company at support@mosaic.ky before applying for or using the Account.