Terms of Service

These SmashPay Terms of Service (“Terms”) constitute a legally binding agreement (“Agreement”) between you (“Client” or “you”) and SmashPay Inc., a Wyoming corporation registered with the Financial Crimes Enforcement Network (FinCEN) as a Money Services Business (registration no. 31000310586834), of 30 N Gould St., Ste R, Sheridan, WY 82801-6317, United States (“SmashPay”, “we” or “us”), governing our contractual relations in regard to your use of SmashPay’s services, products, websites, and mobile applications, along with any applicable third-party terms. You and SmashPay are hereinafter separately referred to as “Party” and jointly as “Parties”.

You shall take your time and carefully read these Terms before using the services, products, websites, and mobile applications provided by SmashPay. Keep in mind that by using them (even only by completing the sign-up process), you both actively agree with these Terms and enter into contractual relations with SmashPay.

Some services are provided by our licensed partners. When you use a partner’s service, that partner is the licensed provider of it, and you also agree to the partner’s terms presented to you when you sign up. If these Terms conflict with a partner’s terms for that partner’s service, the partner’s terms apply.

1. Applicable Law means any law, statute, regulation, ordinance, treaty, guideline, policy, and act issued by any governmental or regulatory authority in any relevant jurisdiction, including but not limited to the governing law under Section XVIII of these Terms and/or any provision of the Exhibits thereto.

2. Business Day(s) means any day(s) when banking institutions in the relevant jurisdiction are open for normal business activities (which usually means any day(s) except Saturday, Sunday or public holidays).

1. The SmashPay Services comprise of:

1.1 The SmashPay Wallet Service comprising of the Topping-up Service, Transfer Service, and Withdrawal Service;

1.2 The SmashPay Swap governed by Exhibit I to these Terms;

1.3 The SmashX Card governed by Exhibit II to these Terms;

1.4 SmashPay Earn governed by Exhibit III to these Terms;

1.5 The SmashPay Referral Program governed by Exhibit IV to these Terms;

1.6 Any other product, service or incentive program offered by SmashPay that may be launched via the SmashPay Platform or accessed through your SmashPay Account.

2. All or part of the SmashPay Services, some features thereof, or some Digital Assets may not be available to certain Clients or Digital Assets, to the extent applicable, at any time, as indicated in the SmashPay Account and on the SmashPay Platform.

3. The access to your SmashPay Account will allow you to: (i) request a SmashPay Service, (ii) view your balance and Transaction History, (iii) top up, withdraw and transfer Digital Assets, for which such options are available on the SmashPay Platform and/or in the SmashPay Account, and subject to revision from time to time at our sole and absolute discretion, (iv) perform other actions in relation to the above.

1. By opening your SmashPay Account and/or using the SmashPay Services, unless stipulated otherwise in these Terms or the relevant Exhibit, you acknowledge and confirm that:

1.1. You are not a citizen or resident of a sanctioned country, area or region according to the up-to-date lists of the US Office of Foreign Assets Control (OFAC), the United Nations, the European Union, and any EU Member State, the UK Treasury, etc.;

1.2. You are not identified as a "Specially Designated National" and are not placed in the US Commerce Department's Denied Persons List;

1.3. You live in a country where we offer the Services. The current list is published at smashpay.io/legal/availability. You may not use the Services if you live in, or are located in, a country or region subject to comprehensive sanctions or on our prohibited list.

1.4. You are at least 18 years old or of legal age to enter into contractual relations with SmashPay (whichever is later);

1.5. You are the exclusive beneficial and/or legal owner of any Digital Assets to be topped up into your SmashPay Account, or the fiat currency to be used for the purchase of such Digital Assets, as the case may be, to which these Terms apply;

1.6. You are the beneficial owner of your SmashPay Account and do not act on behalf of or represent any other third party unless otherwise required or permitted under any Applicable Law, as evidenced by the necessary documents;

1.7. You comply with all Applicable Law requirements relevant to you and your use of the SmashPay Services, such as tax, exchange control and registration ones, as well as with all SmashPay's requirements in this regard;

1.8. You have read, understood and agreed to our Privacy Policy, Cookies Policy and the present Terms.

2. You are not entitled to: (i) open more than one SmashPay Account, (ii) open a new SmashPay Account if we have previously suspended, limited or terminated your SmashPay Account.

3. When you ask SmashPay to open your SmashPay Account, you shall provide SmashPay with all the information and/or documents, as may be requested by SmashPay or any third party acting on its behalf, so SmashPay can verify your identity and validate your funding sources and transactions. SmashPay or any third party acting on its behalf may additionally verify the information and/or documents provided by you from secure databases, to which you grant your explicit consent by entering into this Agreement. You hereby authorize SmashPay to undertake any electronic identity verification checks on you directly or through third parties, either at the time of entering into this Agreement or at any time thereafter.

4. We can refuse to open your SmashPay Account and grant you access to the SmashPay Services or any of them, without being in any way obliged or required to provide you with the reasoning for this decision.

5. You hereby represent and warrant that all the information you provide SmashPay with is complete, accurate and up-to-date at all times. If there are any changes in this information, you shall notify SmashPay and send SmashPay accurate information without any delay.

6. If at any point SmashPay needs to verify that the information it has about you is complete, accurate and up-to-date, SmashPay will contact you and request that you either provide more information or go through the verification process all over again. If you do not complete all the necessary steps, or if you fail to provide SmashPay with complete, accurate and up-to-date information, SmashPay will not be able to provide you with the SmashPay Services. SmashPay may also, at its sole and absolute discretion, restrict or terminate your access to the SmashPay Services and/or the Digital Assets in your SmashPay Account in the event of non-compliance with our requests for information, or if it is determined that the information provided by you is deceptive or false. You hereby acknowledge and agree that you shall not be entitled to any claim in respect of any losses incurred as a result of SmashPay's inability to provide you with the SmashPay Services, or the restriction or termination of your access thereto.

7. In order to ensure compliance with local regulations, the SmashPay Services, as well as their governing terms and conditions, may vary depending on the jurisdiction you have designated as such of your residence. Should you provide incorrect or incomplete information regarding your residence or other relevant circumstances, whether intentionally or unintentionally, and if such misrepresentation results in the application of incorrect terms and conditions to your use of the SmashPay Services, the appropriate terms and conditions that would have otherwise applied had the correct information been timely provided will apply retroactively from the date on which the incorrect information was provided. Any transactions executed, Interest, benefits, and accruals received, or SmashPay Services used under the incorrect terms and conditions will be reviewed and reversed or adjusted in accordance with the correctly applicable terms and conditions unless otherwise provided by any Applicable Law. Failure to comply with any SmashPay's instructions with regard to the above reversals or adjustments may lead to suspension or termination of your SmashPay Account, legal actions, or other remedies under any Applicable Law.

8. You hereby undertake to obtain all necessary hardware, as well as to install all necessary software, including security and antivirus, for your use of the SmashPay Services in accordance with these Terms. You are solely responsible for keeping your device safe and maintaining adequate security and control of your username and password, including but not limited to keeping such username and password only to your knowledge and not disclosing them to any third party, and shall be solely responsible for any access to and use of the SmashPay Services through your device, regardless of whether such access may have been made without your knowledge, authority, or consent. We will not be liable to you for any loss or damage resulting from such use. In case your device has been lost or stolen or has been accessed or used in an unauthorized manner, you shall notify SmashPay of this and if the device has been accessed or used in an unauthorized manner, you shall, as soon as possible, reset the password.

1. You can top up Digital Assets into your SmashPay Account at any time by effecting a Digital Assets transfer from your personal wallet to your Digital Asset Wallet, while specific requirements and limitations, such as but not limited to minimum amount of each Digital Asset and Margin Level threshold, may apply from time to time, as indicated on the SmashPay Platform. You can subsequently use the Digital Assets in your SmashPay Account for the purpose of all SmashPay Services.

2. You are responsible for making sure that: (i) you have the correct address for your Digital Asset Wallet when you transfer Digital Assets from your personal wallet, (ii) the Digital Assets you top up into your Digital Asset Wallet are currently approved and supported by SmashPay and not subject to prohibitions or limitations regarding such topping-up, as indicated in the SmashPay Account and on the SmashPay Platform. If: (i) you transfer Digital Assets to an incorrect address, (ii) the Digital Assets transferred are not approved and supported by SmashPay, or (iii) the Digital Assets are subject to prohibitions or limitations regarding such topping-up, as indicated in the SmashPay Account and on the SmashPay Platform, your Digital Assets will be irreversibly lost. We will not be liable to you for any such loss.

3. A transfer to your Digital Asset Wallet is confirmed once the balance of your Digital Asset Wallet has been updated with the corresponding amount.

4. We reserve the right to reject any transfer to the Client's Digital Asset Wallet, in which case we proceed in accordance with their instructions. In case of a Digital Asset transfer to the Client, we will return the same amount of the relevant Digital Asset, less any applicable network fees.

5. You may purchase Digital Assets: (i) by transferring their purchase price to a dedicated SmashPay's bank account via bank transfer, (ii) by using a credit or debit card and instructing SmashPay to proceed with the relevant purchase transaction and/or initiate an Exchange Transaction under Exhibit I, as the case may be, depending on the type of Digital Assets subject to topping-up, or (iii) by using a third-party service provider and authorizing SmashPay to share the necessary information therewith and subject to you completing any additional steps, leading to one or more purchase transactions that result in a topup into your SmashPay Account (applicable only to certain Digital Assets as indicated on the SmashPay Platform).

6. You may opt to set up recurring Digital Assets purchases under Art. V.5.(ii) by selecting the amount of the purchase price and the type of Digital Asset within the limitations indicated in the SmashPay Account and on the SmashPay Platform. If you opt for recurring purchase transactions, they will occur in identical periodic installments, based on your selection, until you change or cancel it, or in the cases indicated in your SmashPay Account and on the SmashPay Platform. You understand and agree that the proceeds from the recurring purchase transactions will depend on the market price of the selected Digital Asset at the time of the execution.

7. You cannot reverse any transaction once you have provided the relevant instructions and/or payments to SmashPay, and you cannot change, withdraw or cancel the authorisation to SmashPay to complete any pending or partially completed transactions. SmashPay is not liable for any partially completed transactions or delays in processing your instructions. You are responsible for all transactions initiated by you and your decisions in this regard. We do not guarantee the availability of any exchange rate. SmashPay shall not be responsible for any losses incurred by you as a result of unauthorised, incorrect or failed transactions. We reserve the right to refuse to process, cancel, terminate, or reverse any transaction at our sole and absolute discretion, even after the relevant Digital Assets have been debited from your SmashPay Account.

6.4 Your wallet

(a) Your digital assets are held in your own self-custodial wallet. The wallet is provided through Privy’s wallet infrastructure, and only you can authorise a transaction from it. SmashPay cannot move your assets.

(b) Because the assets are yours and in your own wallet, SmashPay does not hold them, does not lend, pledge, rehypothecate, stake or invest them, and has no claim over them. They do not form part of SmashPay’s assets and would not be available to SmashPay’s creditors.

(c) You are responsible for the security of your wallet and for the credentials and devices used to access it. If you lose the means to authorise transactions, SmashPay cannot recover your assets or move them on your behalf.

(d) Assets in your wallet are not bank deposits and are not insured by the FDIC or any other deposit or investor compensation scheme.

(e) Two things leave your wallet when you choose: assets you allocate to SmashPay Earn, which go to a third-party vault under Exhibit III, and funds you move to your SmashX card, which are held by the card programme under Exhibit II. Each requires your authorisation.

1. You may transfer any Digital Asset other than the ones subject to the prohibitions or limitations indicated in the SmashPay Account and on the SmashPay Platform, from your Digital Asset Wallet to another wallet of yours or of a third party.

2. We will process all Digital Asset transfers according to your instructions, while, subject to any Applicable Law, we may have to collect identifying details of the recipient and disclose them to third parties. If you fail to provide us with the requested information in a timely manner, we may, without liability, suspend, limit or terminate your use of the SmashPay Services or access to your SmashPay Account.

3. You shall verify all transaction information prior to submitting instructions for a Digital Asset transfer to SmashPay, as any such transfer cannot be cancelled or reversed by you once processed. You acknowledge that you are responsible for ensuring the accuracy of any instructions submitted to SmashPay and that any errors may result in the irreversible loss of your Digital Assets. SmashPay is not liable and has no control over the outcome arising from the recipient/destination of the transferred Digital Assets, as well as the delivery, quality, safety, legality, grounds or any other aspect of the transfer. We are not responsible for ensuring that a third party will honour their commitments to you, if any. Any disputes or issues related to the recipient/destination of the transferred Digital Assets must be resolved directly with the relevant third party.

4. You shall have sufficient Digital Assets in your Digital Asset Wallet prior to instructing SmashPay to effect any Digital Asset transfer. In case of insufficiency of the relevant Digital Assets in your Digital Asset Wallet, the Digital Asset transfer will be rejected by SmashPay. By instructing SmashPay to effect the Digital Asset transfer, you authorise SmashPay to debit your Digital Asset Wallet for the full amount of the Digital Assets needed to complete the Digital Asset transfer.

5. It may be necessary for SmashPay to retrieve private keys or related information from offline storage in order to facilitate Digital Asset transfers in accordance with your instructions, and you acknowledge that this may delay the initiation or crediting of such Digital Asset transfers.

6. You may initiate a Digital Asset transfer to another SmashPay Account, subject to the restrictions and limitations of this Section VII, by submitting the mobile phone number or e-mail address of the intended recipient. Based on the provided information, if the supplied credentials are attributable to an existing SmashPay Account, SmashPay shall allocate the Digital Assets to the corresponding Digital Asset Wallet of the intended recipient. In the event that the credentials supplied are not attributable to an existing SmashPay Account, the prospective recipient shall create a SmashPay Account within the prescribed timeframe, as indicated on the SmashPay Platform, in order to receive the Digital Assets. Failure to adhere to this requirement, or any limitations indicated on the SmashPay Platform, shall result in the cancellation of the transfer and the consequent reversion of the Digital Assets to your Savings Wallet. All such Digital Asset transfers shall be pending until the transfer is completed or cancelled either by you or as indicated above.

1. Subject to the specific requirements laid down in Exhibit I and/or Exhibit II, if any, you may request for:

(i) withdrawal of all or part of the Digital Assets, subject to the prohibitions and limitations indicated on the SmashPay Platform and in the SmashPay Account, to your personal wallet

(ii) withdrawal of the fiat equivalent of certain Digital Assets, by instructing SmashPay to sell the relevant Digital Assets and transfer the fiat proceeds of the sale transaction to a bank account, or to a debit or credit card, designated by you, subject to the prohibitions and limitations indicated on the SmashPay Platform and in the SmashPay Account,

(iii) withdrawal of the fiat equivalent of certain Digital Assets, as indicated in the SmashPay Account and on the SmashPay Platform, via the SmashPay Card, facilitated by one or more Exchange Transactions and subject to the requirements and restrictions in Exhibit IV.

2. Any withdrawals may be subject to limits on the amount of Digital Assets or their fiat equivalent, which can be withdrawn in a given period (e.g. daily, weekly, monthly, or annually), as specified in your SmashPay Account. Your withdrawal limits may vary depending on the type of Digital Assets or their fiat equivalent, verification steps completed by you, security, and other factors. If you wish to increase your withdrawal limits, you may submit a request to support@smashpay.io. SmashPay reserves the right, at any time, to change your withdrawal limits, including temporarily or permanently reducing them to zero, partially or fully satisfy or refuse to satisfy any request of yours for their increase, or charge a withdrawal Fee on any withdrawal, without notice, as we deem necessary and at our sole and absolute discretion.

1. General Risks Associated with Digital Assets

1.1. Price Volatility Risk. The value of digital assets can increase or decrease over time, causing significant fluctuations. However, due mainly to the novelty and uncertainty associated with digital assets, the latter tend to exhibit higher volatility compared to most fiat currencies and other assets. This price unpredictability could lead to substantial losses over a short period of time. Digital assets’ inherent volatility is a result of a combination of any number of factors and risks, the most prominent of which are described hereinbelow.

1.1.1. Internet Dependency Risk. Digital asset networks are dependent upon the Internet. A disruption of the Internet or a digital asset network would affect the ability to transfer digital assets, consequently, would impact their value.

1.1.2. Concentrated Ownership Risk. Digital assets may have concentrated ownership, and exceptionally large sales or distributions by their holders, commonly referred to in the industry as "crypto whales", could have an adverse effect on the market price of such digital assets. Moreover, it is possible that other persons or entities control multiple wallets that collectively hold a significant amount of particular digital assets, even if they individually only hold a relatively small amount, and it is possible that some of these wallets are controlled by the same person or entity, resulting in a concentration of ownership.

1.1.3. Hard Forks and Airdrops Risk. The occurrence of a hard fork has the potential to change the source code of a given digital asset network, including the code logic limiting the digital asset supply cap. Additionally, the distribution of an airdrop has the potential to increase the supply cap of a given digital asset. An increase or a lift of a digital asset's supply cap will cause increased supply, which consequently may have an adverse impact on the market price of the digital asset. SmashPay will decide, at its sole and absolute discretion, whether to support forked networks and digital assets and whether to participate in the distribution of airdropped digital assets.

1.1.4. Limited Network Adoption Risk. The market value of a digital asset can be significantly influenced by how widely it is accepted and used. If a digital asset becomes popular as a medium of exchange or for investment purposes, its demand may rise, which can lead to an increase in its market price. Conversely, if there is a competing digital asset to the one previously mentioned, it might experience a decrease and lesser adoption as a result. In addition, digital assets backed by a robust, well-maintained and continuously improved network are more likely to be trusted and adopted by users, which may positively impact its market price, and contrarily, any news for hacks and exploits may severely decrease the price and adoption.

1.1.5. Confidence Risk. Interruptions, closures and insolvency of major digital asset exchanges, as well as insolvency of stablecoin issuers, may cause loss of confidence of investors in the particular digital asset network and a wave of supply of the particular digital asset which greatly exceeds the demand, consequently causing a decrease in the digital asset's market price. Additionally, loss of confidence in a given network may result from transaction limitations and delays.

1.1.6. Network Upgrades Risk. Many digital asset networks face significant scaling challenges and may periodically be upgraded with various features designed to increase the speed and throughput of digital asset transactions. These attempts to increase the volume of transactions may not be effective, and such upgrades may fail, resulting in potentially irreparable damage to the particular network and to the value of the supporting digital asset.

1.1.7. PoW Networks Risk. PoW digital assets that require a substantial upfront investment in mining gear and incur high energy costs, a decrease in the mining awards or the value of the digital asset used for gas fees may cause some miners to reject the processing of low-fee transactions, causing network delays, which can lead to loss of confidence in the network.

1.2. Appropriateness Risk. We are not responsible for the digital asset markets, and we make no representations or warranties concerning the real or perceived value of any digital assets and the quality, suitability, truth, usefulness, accuracy, or completeness of any data provided by SmashPay. You shall, therefore, carefully consider whether holding digital assets is suitable for you in light of your financial condition. Note that you should not have funds invested in digital assets or speculate in digital assets that you are not prepared to lose entirely, as there can be a substantial risk that you lose money buying, selling, holding, or investing in digital assets.

1.3. Intrinsic Value Risk. Digital assets are not money or legal tender, are not issued, backed, or guaranteed by the government or by a central bank and mostly do not have any underlying assets, revenue stream, intrinsic or other source of value. The capital deployed for the acquisition of digital assets carries an inherent risk of a full or partial loss, for which SmashPay will not bear responsibility.

1.4. Regulatory Risk. The regulatory status of digital assets is currently unsettled, varies between jurisdictions, and is subject to significant uncertainty. Legislative and regulatory changes or actions relating to digital assets or blockchain technology at a state or international level may adversely affect or restrict, as applicable, the use, transfer, exchange and value of digital assets, as well as the provision of the SmashPay Services.

1.5. Blockchain Technology Risk. On-chain digital asset transactions are deemed to be completed when recorded on a public ledger, which is not always the date or time that you initiated the transaction. The completed status of digital asset transactions and, therefore, the ownership of transferred digital assets is often validated by a recorded entry in a decentralised public ledger. Recorded entries in a decentralised public ledger cannot be cancelled or reversed. Furthermore, note that on-chain digital asset transfers are prone to human errors. Due to the nature of most protocols offered throughout our SmashPay Services, such erroneous transactions cannot be reversed. It is your sole responsibility to ensure any transactions are error-free.

1.6. Immutability Risk. The nature of digital assets and the specific features of their respective network protocols may lead to an increased risk of fraud, exploits, or cyberattacks and any losses resulting from transactions affected by such events will likely not be recoverable.

2. Risks Associated with Individual Digital Assets

In addition to the general risks associated with digital assets as specified hereinabove, each specific Digital Asset available on or through the SmashPay Platform may present distinctive risks.

2.1. Stablecoins Risks. Stablecoins are a digital asset class, which is designed to have a stable value over time by maintaining a constant and generally 1:1 exchange rate with traditional fiat currencies. The constant proportion is called "peg". This peg may be achieved by means of a counterparty committing to exchange the stablecoin for a fiat currency or by an algorithm functioning on the blockchain. There is no guarantee that stablecoins maintain this peg, which in turn could lead to a full or partial loss of funds by holders of stablecoins. SmashPay has no influence over stablecoins issued, operated and maintained by third parties. As is the case with the loss of value of other digital assets, there is generally very little or no recourse in case of loss of a peg in relation to a stablecoin and at no point is SmashPay to be held liable over temporary and permanent losses resulting from deviations from the peg of any stablecoin.

2.2. DeFi Tokens and Other DeFi Risks. Decentralised Finance ("DeFi") tokens (e.g. UNI, AAVE) are digital assets pegged to financial applications and protocols which are built on decentralised blockchain technology. DeFi relies heavily on smart contracts. The teams involved in the development of DeFi smart contracts do not owe fiduciary duties to users of these smart contracts and as such, are not held legally liable for inadequacies of the smart contract. Even a minor coding error or oversight can lead to a contract being exploited, potentially resulting in significant losses. Some DeFi projects might be launched by anonymous or pseudonymous teams, increasing the risk of "rug pulls" or exit scams.

3. Risks Associated with the SmashPay Platform and the SmashPay Services

3.1. General Risks. The risks associated with using the SmashPay Platform and the SmashPay Services are not exclusive to them but are inherent to the use of any online platform, particularly those involving financial transactions and digital assets.

3.1.1. Security Risk. The SmashPay Platform has implemented security measures, such as two-factor authentication and cold storage, among others, with an aim to protect Clients' Digital Assets. However, it is important to understand that these security protocols do not offer absolute protection against all potential losses that could occur due to a security breach, software anomalies, or unforeseen catastrophic events impacting the SmashPay Platform.

3.1.2. Custody Risk. For security and efficiency purposes, SmashPay may store Digital Assets in a mixture of hot and cold storage provided by third parties, over which SmashPay does not exercise control. While Digital Assets stored with SmashPay's partners may be secured by theft and cyberattack insurance, in case of default of such a third party, this may lead to a full loss of your Digital Assets. SmashPay is not a banking institution, and the SmashPay Accounts are not subject to any governmental insurance protection, nor are they covered by any compensation scheme.

3.1.4. Data Visualisation Risk. Although we may provide historical, statistical, and/or real-time data regarding the price of Digital Assets, such data is for reference purposes only. We make no representations or warranties regarding the quality, suitability, veracity, usefulness, accuracy, or completeness of the data, and you should not rely on such data for any reason whatsoever.

4. Tax and Legal Considerations

4. The current tax treatment of the SmashPay Services and the holding of the Digital Assets in this regard has not been conclusively clarified and may also depend on your individual tax treatment as a holder of said Digital Assets. It cannot be ruled out that the tax authorities and courts may adjust or change previous tax assessments on the treatment of income related to the SmashPay Services.

5. You are responsible for determining whether the use of any of the SmashPay Services is legal in your jurisdiction, and you shall not use these SmashPay Services should such use be illegal therein. If you are uncertain, please seek independent legal advice.

6. The materials contained on the SmashPay Platform are for general information purposes only and not intended as financial or investment advice, offer, solicitation, recommendation, or endorsement to use any of the SmashPay Services. By visiting the SmashPay Platform, you understand and agree that you use the SmashPay Account, the SmashPay Platform, and the SmashPay Services on a non-solicited basis, entirely voluntary and at your sole and absolute discretion and risk. Providing you with the SmashPay Services does not make SmashPay your trustee or investment adviser, and no fiduciary relationship exists between us.

7. This Section IX is not exhaustive and does not disclose all the risks associated with the digital assets and the use of the SmashPay Account, the SmashPay Platform, and the SmashPay Services. You shall, therefore, carefully consider whether such use is suitable for you in light of your circumstances and financial resources.

1. It is important that you understand that the underlying protocols of the Digital Assets' networks are subject to sudden changes in operating rules, and third parties may, from time to time, create a copy of a Digital Asset's network and implement changes in the operating rules or other features that might result in multiple versions of the network and more than one version of the Digital Asset. This may affect the value and the function of the initial Digital Asset, and we can temporarily suspend our services in relation to the "forked" Digital Asset, while we determine, at our sole and absolute discretion, which network to support.

2. Such networks and Digital Assets are outside of our control, and we can decide, at our sole and absolute discretion, to abandon or otherwise not support the initial or the forked Digital Asset. We may, at our sole and absolute discretion, obtain and retain the unsupported Digital Assets.

1. You hereby declare, warrant, and confirm that:

1.1. You meet the conditions under Section IV;

1.2. You validly undertake any action or enter into any transaction with regard to the Agreement;

1.3. The Digital Assets, which you will top up into your SmashPay Account, or the funds, which you will use for the purchase of the Digital Assets to be topped up into your SmashPay Account, as the case may be, are not derived from money laundering, terrorist financing, fraud, or any other illegal or criminal activity under any Applicable Law;

1.4. You have submitted to SmashPay only complete, correct, and up-to-date information and documents;

1.5. You are aware that you are subject to the tax regulation in your jurisdiction and shall be fully responsible for any filing/reporting and paying any tax due to the competent tax authority, as required by the Applicable Law. SmashPay shall not be required to compensate you for your tax obligations or advise you in relation to your tax issues.

1. When we may refuse or restrict. We may refuse to open an Account, refuse or delay a transaction, or suspend, restrict or freeze all or part of your Account if we reasonably believe that:

(a) the law, a regulator, a court order or a law enforcement request requires it;

(b) you, a transaction or a counterparty is connected to a sanctioned person or jurisdiction, or to a jurisdiction on our prohibited list;

(c) you have not completed, or no longer pass, identity verification or our other compliance checks, or you have given us false, incomplete or outdated information;

(d) the Account or a transaction is connected to fraud, money laundering, terrorist financing, unauthorised access or any other illegal activity;

(e) you have breached these Terms;

(f) a Licensed Partner, custodian or card issuer requires us to do so under its own legal or regulatory obligations;

(g) there is a security risk to your Account, to other customers or to our systems; or

(h) you have died, lost legal capacity, or become subject to insolvency proceedings.

2. Notice. Where the law allows, we will tell you that we have refused, suspended or restricted your Account or a transaction and, if we can, why and what you need to do to have the restriction lifted. We may not be able to give reasons, or any notice at all, if the law or a regulator prevents us or if doing so would compromise security or an investigation.

3. What happens to your assets. During a suspension or restriction, your Client Assets remain yours and continue to be held as described in the Client Assets section of these Terms (6.4). Assets in Earn remain in the Earn vault and may continue to accrue or lose value under Exhibit III. We will lift a restriction as soon as the reason for it no longer applies.

4. Transactions we cannot complete. If we refuse or cannot complete a transaction, we will return the amount to your Account, or to the source it came from where required, less any fees charged by third parties that cannot be recovered. We are not responsible for any price or exchange-rate movement between the time you instructed the transaction and its return, except where the law requires otherwise.

5. Information requests. We may ask you for further information or documents at any time to meet our legal obligations, including information about the source of funds or the purpose of a transaction. If you do not provide it within the time we ask, we may restrict your Account under this Section.

1. We collect and use personal data about you to provide the Services, to verify your identity, to meet our legal and regulatory obligations, and for the other purposes described in our Privacy Policy. The Privacy Policy forms part of these Terms and explains what data we collect, how we use it, who we share it with, how long we keep it and your rights.

2. To provide the Services we share personal data with our Licensed Partners, custodians, card programme providers, identity-verification providers and other service providers listed in the Privacy Policy. Each Licensed Partner may also collect and use your data under its own privacy policy.

3. We must keep certain records, including identity-verification records and transaction records, for five years after your Account closes, or longer if the law requires. This applies even if you ask us to delete your data.

4. If you live in the United States, your rights under applicable US privacy laws are described in the Privacy Policy.

1. What we are responsible for. We will provide the Services with reasonable care and skill and in accordance with these Terms. We are responsible to you for losses caused by our breach of these Terms or our negligence, subject to this Section.

2. What we are not responsible for. To the fullest extent the law allows, we are not liable for:

(a) losses caused by events outside our reasonable control, including failures of blockchains, networks, stablecoin issuers, banks, payment systems or Licensed Partners that we could not reasonably have prevented;

(b) losses caused by the value of a stablecoin or other digital asset changing, including a stablecoin losing its peg;

(c) losses caused by you giving us incorrect payment details, sending assets to the wrong address or network, or failing to keep your login details and devices secure;

(d) losses arising from Earn beyond our own obligations in Exhibit III, including losses caused by a vault, the protocol it runs on, its curator or its borrowers;

(e) loss of profits, business, revenue, goodwill or anticipated savings; or

(f) indirect or consequential losses that were not reasonably foreseeable when you accepted these Terms.

3. Cap. Except as set out in paragraph 4, our total liability to you for all claims arising out of or relating to these Terms or the Services in any 12-month period is limited to the greater of: (a) the fees you paid us in the 12 months before the event giving rise to the claim, and (b) US$100. This cap does not reduce our obligation to return your Client Assets to you.

4. What this Section does not limit. Nothing in these Terms limits or excludes our liability for fraud, gross negligence or wilful misconduct, for death or personal injury caused by our negligence, for our obligation to return Client Assets, or for any liability that cannot be limited or excluded under applicable law, including any rights you have as a consumer that cannot be waived.

5. Your responsibility to us. If you use the Services for business purposes, you will reimburse us for losses, costs and reasonable legal fees we incur because you used the Services in breach of these Terms or the law, or because a claim is brought against us by a third party arising from that use.

There is no Section XV. The numbering runs from Section XIV to Section XVI so that the cross-references in these Terms, in the Exhibits and in the other agreements that refer to them stay accurate. No term applies to you that is not set out in these Terms and the Exhibits to them.

1. Closing your Account. You may close your Account at any time through the app or by contacting support@smashpay.io. Before we close it you must withdraw your balance, including any assets in Earn, and any pending transactions must be completed or cancelled.

2. Our right to close your Account. We may close your Account:

(a) by giving you at least 30 days’ notice, for any reason; or

(b) immediately, if any of the circumstances in Section XII.1 applies, if you have seriously or repeatedly breached these Terms, or if continuing to provide the Services would be unlawful.

Where the law allows, we will tell you why we are closing your Account.

3. Returning your assets. When your Account closes, we will return your Client Assets to a bank account or blockchain address in your name that we have verified, in the form we reasonably choose (stablecoin or fiat currency), after deducting any fees you owe. We may need to complete compliance checks first. If we are prevented by law from returning your assets, we will hold them until we are allowed to return them.

4. Earn on closure. Assets in Earn will be withdrawn from the vault under Exhibit III and returned with your other Client Assets. Withdrawal may be delayed if the vault does not have enough available liquidity.

5. Unclaimed assets. If we cannot return your assets because we cannot contact you or verify a destination, we will continue to hold them for you. After the period set by applicable law, we may be required to report and transfer them to a government authority as unclaimed property.

6. Card. Closing your Account also cancels any SmashX card linked to it. Card transactions authorised before closure may still be charged.

7. What continues after closure. The Client Assets section (6.4), Sections XIII (Personal Data), XIV (Limitation of Liability), XVI.3 to XVI.5, XVIII (Governing Law and Jurisdiction) and any fees or amounts you owe continue to apply after your Account closes.

1. Consent to electronic communications. By opening an Account, you agree that we may provide all agreements, disclosures, notices, receipts, statements and other communications (“Communications”) to you electronically, by email to the address on your Account, in the app, or on our website. If you are in the United States, you give this consent under the Electronic Signatures in Global and National Commerce Act (E-SIGN). To receive Communications you need a device with internet access, a current web browser or the SmashPay app, and a valid email address. You may request a paper copy of any Communication by contacting support@smashpay.io; we may charge a reasonable fee for paper copies where the law allows.

2. Withdrawing consent. You may withdraw your consent to electronic Communications by contacting support@smashpay.io. Because the Services are provided electronically, withdrawing consent means we will close your Account under Section XVI.

3. Keeping your details up to date. You must keep your email address and other contact details current. A Communication is treated as received when we send it to the email address on your Account or publish it in the app, even if you do not read it.

4. Notices to us. Send notices to support@smashpay.io, or for legal notices to legal@smashpay.io and SmashPay Inc., 30 N Gould St., Ste R, Sheridan, WY 82801-6317, United States.

5. Changes to these Terms. We may change these Terms. We will give you at least 30 days’ notice of a change that is to your disadvantage, unless the change is required by law or a regulator on shorter notice, or is needed to address a security risk. If you do not agree to a change, you may close your Account before it takes effect without paying a closure fee. If you continue to use the Services after the change takes effect, you accept it.

6. Language. These Terms are written in English. We may provide translations for convenience. If a translation differs from the English version, the English version applies.

1. Governing law. These Terms, and any dispute or claim arising out of or in connection with them or the Services, are governed by the laws of the State of Wyoming and applicable US federal law, without regard to conflict-of-law rules. If you are a consumer, this does not deprive you of the protection of mandatory consumer-protection laws of the place where you live.

2. Resolving disputes informally. Before bringing a claim, you agree to contact us at support@smashpay.io and give us 30 days to try to resolve it. We will do the same before bringing a claim against you.

3. Courts. Any dispute that is not resolved informally will be decided exclusively by the state or federal courts located in Sheridan County, Wyoming, and you and we submit to their jurisdiction. You may also bring a claim in a small-claims court where you live, if it qualifies.

1. Our rights. The SmashPay name, logos, app, website, software, content and other materials are owned by SmashPay, its group companies or its licensors and are protected by intellectual property laws. These Terms do not transfer any of those rights to you.

2. Your licence. We grant you a personal, limited, non-exclusive, non-transferable, revocable licence to use the app and website for your own use of the Services in accordance with these Terms.

3. Restrictions. You must not copy, modify, distribute, sell or lease any part of the Services; reverse engineer or attempt to extract the source code of our software, except where the law allows; use automated means to access the Services without our written permission; or use our name or logos without our written permission.

4. Third-party marks. Names and logos of our partners and other third parties are their trademarks and are used with permission or for identification only.

5. Feedback. If you give us suggestions or feedback, we may use them without any obligation to you.

1. Entire agreement. These Terms, including the Exhibits, the Fee Schedule and the Privacy Policy, are the entire agreement between you and us about the Services and replace any earlier agreement about them.

2. Assignment. You may not transfer your rights or obligations under these Terms without our written consent. We may transfer our rights and obligations to a company in our group or to a successor business, or to another provider as required by a regulator, provided your rights under these Terms are not reduced. We will tell you if we do.

3. Subcontracting and partners. We may use Licensed Partners, custodians and other service providers to provide the Services. We remain responsible for the parts of the Services we provide under these Terms.

4. Severability. If any provision of these Terms is found invalid or unenforceable, the rest of the Terms continue to apply, and the affected provision will be applied to the fullest extent the law allows.

5. No waiver. If we do not enforce a right under these Terms straight away, we can still enforce it later.

6. Events outside our control. We are not responsible for failing to perform or for delays caused by events beyond our reasonable control, including natural disasters, war, terrorism, civil unrest, government action, epidemics, power or internet failures, cyberattacks, and failures or forks of blockchain networks. We will take reasonable steps to limit the effect on you.

7. No third-party rights. Nobody other than you and us has any right to enforce these Terms, except that our Licensed Partners may enforce provisions that relate to the services they provide.

8. Relationship. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary or employment relationship between you and us. SmashPay is not your bank, broker or investment adviser.

9. Survival. Provisions that by their nature should continue after these Terms end continue, including those listed in Section XVI.7.

10. Headings. Headings are for convenience only and do not affect how these Terms are interpreted.

1. What the Swap is. SmashPay Swap lets you exchange one digital asset in your self-custodial wallet for another. You sign each swap yourself; SmashPay cannot execute one without your authorisation. It is an exchange of assets you already hold, not a purchase with fiat currency and not an investment service. SmashPay does not advise you on whether to swap, and does not act as your broker or investment adviser.

2. SmashPay's fee. Our fee depends on your plan. Personal plans: Free 0.50%, Plus 0.45%, Premium 0.425%, Metal 0.40%. Business plans: Basic 0.50%, Grow 0.45%, Scale 0.425%, Enterprise by agreement. The total cost of a swap, including this fee, is shown to you before you confirm it, and that figure governs what you pay.

3. Rates move. Digital asset prices change continuously. The rate available when you start a swap may differ from the rate at which it executes. Once a swap has executed it cannot be reversed, by you or by us: a transaction settled on a blockchain is final.

4. Risks. Swapping can lose you money. Rates move against you, a swap can fail or execute at a worse rate in a volatile or illiquid market, and the assets you receive carry their own risks, including a stablecoin losing its value. Nothing you swap into is insured, by the FDIC or anyone else.

5. Still to be published. The following terms are not settled and will be added to this Exhibit before they take effect: who executes your swap and how the rate is set; whether our fee is charged separately or built into the rate you are quoted; whether blockchain network fees are paid by us or passed to you; what happens to a swap that fails or fills only in part; and which third-party wallet terms apply to you. Until each is published, that subject is governed by applicable law and by the general sections of these Terms, and the figures shown to you in the app before you confirm a swap govern that swap.

1. What the SmashX card is. The SmashX card lets you spend the stablecoin balance in your SmashPay Account at merchants that accept the card. It is a payment card, not a credit card and not a bank account. No credit is extended to you: a transaction is authorised only if your balance covers it and the fees on it.

2. Who provides the card. SmashPay does not issue the card. Wasabi is the Program Manager and designs, issues and operates the programme under the card scheme's rules, with a licensed issuing bank behind it. Your use of the card is also subject to the Program Manager's and the issuer's own terms, which prevail over this Exhibit where they conflict. SmashPay is responsible for your SmashPay Account and for the balance the card draws on.

3. Virtual and physical cards. Cards are issued in virtual form and, where available, physical form. A virtual card can be added to a supported mobile wallet. Issuance fees are set out in clause 6.

4. How spending works. Funds you move to your card leave your self-custodial wallet and are held by the card programme. Your balance is converted at the moment a transaction is authorised, not before. The amount deducted is the transaction amount plus any fees in clause 6, at the rate applied at authorisation. Because conversion happens at authorisation, the exact amount taken from your balance is not known until the transaction is approved.

5. Where the card does not work. The card does not work everywhere the scheme is accepted. The programme maintains a blocked list of merchants and categories, and transactions there will decline. It currently includes fuel stations, gambling and betting, crypto exchanges, food delivery, gift-card and prepaid resellers, and adult content, and it also names individual merchants. The list is maintained by the programme and changes without notice to us, so we cannot guarantee that any particular merchant will work.

6. Fees. Virtual card issuance: no fee, on every plan. Physical card issuance: Free $35, Plus $25, Premium $15, Metal no issuance fee; the metal card itself is $99. Card top-up: Free 2.0%, Plus 1.75%, Premium 1.60%, Metal 1.55%. Spending in another currency: Free 1.5%, Plus 1.25%, Premium 1.0%, Metal 0.75%. ATM withdrawal included each month: Free none; the 2% applies from the first withdrawal, Plus $300 a month, Premium $1,000 a month, Metal $3,000 a month; the allowance resets monthly and does not roll over, and the operator of the machine may charge you separately, which is not our fee. Express issuance: $19.99; Replacement card: $9.99; ATM withdrawals above your plan's allowance: 2%. Fees are deducted from your SmashPay balance. The Fee Schedule and the total shown to you before you confirm a transaction govern what you actually pay.

7. Disputes and unauthorised transactions. Tell us as soon as you can if you think a card transaction was unauthorised or wrong, by contacting support@smashpay.io. We will pass the dispute to the Program Manager, which raises it under the card scheme's rules; those rules set the deadlines and the outcome, and neither we nor you decide it. Nothing in this Exhibit limits any error-resolution or unauthorised-transaction right you have under applicable law, and no fee applies where the law does not permit one.

8. Suspension and cancellation. Your card may be suspended or cancelled in any of the circumstances in Section XII, by the Program Manager or the issuer under their own obligations, or if your SmashPay Account closes under Section XVI. Transactions authorised before cancellation may still be charged to your balance.

9. Still to be published. Two details are still to be added to this Exhibit: which card network applies to virtual and to physical cards, and which assets can be used to fund the card. Until they are published, the app shows each at the point you order or fund a card.

1. What Earn is. SmashPay Earn lets you place USDC into a third-party lending vault and receive a share of the interest borrowers pay. It is not a deposit and it is not savings. You authorise the transaction from your own self-custodial wallet, and the vault shares you receive are held in that wallet. The lending itself happens in the vault, not at SmashPay.

2. Asset. Earn accepts USDC only. No other stablecoin or digital asset can be placed in Earn.

3. Choosing a vault. You choose which vault your USDC goes into. There are six, all curated by Gauntlet, which sets and maintains each vault's risk parameters: USDC Prime (Morpho v1), USDC Prime v2 (Morpho v2), USDC Balanced (Morpho v1), USDC Frontier (Morpho v1), USDC Frontier v2 (Morpho v2), USD Alpha (Aera). SmashPay does not choose for you and does not move your balance between vaults.

4. Risk tiers. The vaults sit in different risk bands, and a higher rate means a higher chance of loss. Prime is the lowest-risk tier: conservative collateral, the tightest risk parameters, and correspondingly the lowest rate. Balanced sits between Prime and Frontier on both risk and rate. Frontier is the highest-risk tier: a wider set of collateral, looser parameters, a higher rate and a greater chance of loss. USD Alpha is not a single lending market at all — it allocates across several protocols and more than one chain, so its risks are the combined risks of everything it is allocated to at the time.

5. Networks. Earn vaults run on Ethereum and Base. The app shows which network a vault runs on before you place funds in it.

6. Rate and fees. SmashPay takes 20% of the yield your position earns. It is a share of the interest, not a charge on your balance. The rate shown to you in the app is net of all fees — it is what you receive, not a headline the fee is then taken from. For example, where the vault earns 5.0% a year, the rate shown to you is 4.0%. How that share is collected, given the vault shares sit in your own wallet, is still to be published.

7. What Gauntlet pays SmashPay. Separately from the share above, Gauntlet pays SmashPay a referral fee of 0.05% to 0.15% a year of the balances SmashPay introduces, under a Referral Agreement dated 26 May 2026. Gauntlet pays this out of its own fees, so it does not reduce your rate. We disclose it because it means SmashPay earns more when more of your money sits in these vaults, and that is an interest you should be able to see.

8. Risks. Earn can lose money. Your USDC is lent to borrowers against collateral; if that collateral falls sharply or cannot be sold in time, a vault can take a loss and your balance falls with it. Vaults run on smart contracts, which can contain faults or be exploited. Rates are variable and are not guaranteed. Withdrawals depend on the vault having liquidity available, so there can be a delay. None of this is insured, by the FDIC or anyone else, and SmashPay does not make good vault losses.

9. Moving in and out. Nothing goes into Earn without your instruction, and the Client Assets clause (6.4) applies in full to every balance you have not placed there. You can instruct a withdrawal at any time, subject to the vault liquidity described above.

10. Changes to the provider. SmashPay expects Earn to move to the Base Earn Kit vault on the Morpho protocol on Base as its main provider, with Gauntlet as the backup. We will give you notice before that happens, and you may withdraw beforehand if you would rather your balance did not move.

11. Still to be published. Three further terms are not settled and will be added to this Exhibit before they take effect: how earnings accrue and when they are credited to you; who holds legal title to your assets while they are in a vault; and any jurisdictions where Earn is not offered. Until each is published, that subject is governed by applicable law and by the general sections of these Terms.

1. What the programme is. The SmashPay Referral Program pays you SmashX Points when someone you invite opens a SmashPay account and spends on a SmashX card. You invite them with your personal referral link, code or QR code, found in the app. The referral is attached when they sign up and cannot be attached afterwards: an existing account cannot be linked to your invitation later, and an account that signed up without your link is not your referral.

2. The window. Your friend has 45 days to climb the ladder. The window opens on the day their identity verification clears, not the day they sign up and not the day you send the link. Spending after the window closes does not unlock a further rung, and a rung not reached inside the window is not paid.

3. The ladder. Four rungs per referral, each paid to you in SmashX Points: 500 when their first purchase settles; a further 500 at $500 of cumulative Eligible Spend; 1,000 at $1,500; and 2,500 at $5,000. That is 4,500 SmashX Points in total per referral, the maximum any one referral can pay you. There is no limit on how many people you may refer.

4. What your friend receives. Your friend receives 500 SmashX Points of their own when their first purchase settles, at the same time your first rung pays. Their reward is theirs and does not reduce yours.

5. Eligible Spend. Eligible Spend means settled purchases made with a SmashX card, excluding refunded, reversed and disputed transactions and cash-equivalent transactions such as ATM withdrawals, money transfers and the purchase of digital assets. Only Eligible Spend counts towards a rung.

6. The hold, and reversals. Each reward is held for 14 days after its rung unlocks before you can claim it. The hold exists so that a refund, reversal or dispute can settle first. If a transaction that unlocked a rung is later refunded, reversed or successfully disputed, we may reverse the corresponding reward. If you have already claimed it, the reversal is taken out of your rewards balance, and that balance may go below zero; later rewards clear the shortfall before anything new becomes claimable.

7. What a SmashX Point is. A SmashX Point is a rewards unit that exists only inside SmashPay. It claims at a fixed, published rate of 100 SmashX Points to $1.00 USDC, and that rate does not float. Points are created only by a referral passing a rung: they cannot be bought, and no money goes in at the front. They cannot be transferred between users and cannot leave SmashPay, so there is no market and no second price. An unclaimed balance earns nothing. Claiming converts the balance to USDC in your SmashPay account, which is the only way out and the end of that Point.

8. Not a Membership Benefit. The Referral Program is not a Membership Benefit under the Membership Agreement. It is identical on every tier, and holding a paid tier neither improves nor is required for it. Points are not deposits, are not FDIC-insured, and have no cash value except by claiming them at the published rate.

9. Still to be published. The following terms are not settled and will be added to this Exhibit before they take effect: what happens to rewards earned through abuse of the programme, including self-referral, bulk or automated sign-ups, and accounts created to generate rewards; whether and how we may vary the rungs, the rate or the caps, or withdraw the programme, and what notice you receive; the tax treatment of rewards and who is responsible for reporting them; and the countries where the programme is offered. Until each is published, that subject is governed by applicable law and by the general sections of these Terms, and the figures shown to you in the app govern what you have earned.

Questions about these Terms? Contact us at legal@smashpay.io