Bancoli - Master Services and Terms of Use Agreement

1. Nature of the Services

1.1. Payment and Conversion Services. Bancoli provides the technology platform, onboarding interface, compliance operations, dashboard, and API orchestration for eligible settlement transactions under the program described in this Agreement (the "Program"). Bancoli is registered as a Federal MSB. If an instruction passes required controls and OliBank accepts it, OliBank enters a settlement obligation as principal; the licensed receipt-leg money transmitter and any approved downstream provider perform their assigned receipt, issuance, redemption, delivery, FX, or payout legs under their own authority. Customer-facing USD services are presented through Smart USD, not as a Bancoli or OliBank fiat deposit account. Smart USD is only the combined USD-equivalent display of the eligible supported stablecoins held in your self-custodial wallet; it is not a separate currency, account, wallet, deposit, stored-value product, or asset. Covered-market settlement may use a supported stablecoin; other approved settlement uses the program stablecoin unless a separately approved asset rule applies. The program stablecoin may be displayed before verification is complete, but minting and redemption are available only after your verification is fully approved. Provider account-detail products, fiat USD account views, and unlisted currencies or rails are not offered unless separately approved and disclosed in written product terms.

The Bancoli group includes a US-chartered bank. Bancoli (Oli Technologies LLC) is registered as a Federal MSB and provides the technology platform described in this Agreement. Banking, settlement, and money-movement services are provided by OliBank International Inc, an affiliated US-chartered bank under common ownership (see OliBank's Terms of Service and Program Disclosure for its charter, supervision, and deposit-insurance disclosures), and by other regulated infrastructure providers. Funds and digital assets in the program are not FDIC-insured, are not bank deposits, and are not guaranteed by any government agency.

1.2. Wallet Services. Bancoli, through its technology partners, provides access to a self-custodial digital wallet in which you maintain exclusive control of your own private keys. Bancoli does not have access to, custody of, or control over your digital assets held in the self-custodial wallet. You are solely responsible for the security and management of your private keys and seed phrases. The loss or theft of your private keys may result in the permanent, irreversible loss of your digital assets, except to the extent the wallet recovery process described in Section 1.2A is available to you and succeeds. If Bancoli makes monthly fee autopay available and you enable it, Bancoli will ask you to approve an on-chain spend permission for that purpose. Any such permission requires your wallet signature, is limited to the approved token, spender, allowance, period, and related on-chain fields, and may be revoked by you on-chain at any time. Spend permissions are used only for Bancoli fee autopay. They are not used to recover your wallet or your funds. If a required spend permission is missing, expired, insufficient, tied to an unapproved spender/token/network, or revoked, Bancoli may lock app-mediated Smart Wallet feature access until you authorize a new valid spend permission. This app lock does not affect your ownership of your wallet, private-key control, or external on-chain access to your digital assets. A spend permission does not give Bancoli your private keys, wallet ownership, custody of your wallet assets, or general authority to manage your funds.

1.2A. Wallet Recovery. Where Bancoli makes wallet recovery available to you, it operates as follows.

(a) What it does. If you permanently lose the ability to sign for your self-custodial wallet, an on-chain recovery process that you can initiate may allow you to obtain a new key that you control to become an owner of that same wallet, restoring your access to the assets already held in it. Recovery restores control of your funds. It is not a promise that you will keep the same wallet address indefinitely: once you regain control you may be asked to move your funds to a newly created wallet in the app.

(b) Lost access only. This process addresses lost access. It cannot address stolen access. If another person has obtained your Bancoli login, your 2FA code, your device, your passkey, and your wallet credentials through your Google SSO account, that person can use your wallet and can also stop a recovery request made in your name. Recovery is not a theft remedy, a fraud reversal, a chargeback, or a freeze. Bancoli cannot reverse, block, or undo a transaction already signed from your wallet.

(c) Bancoli does not control this process and cannot perform it for you. A recovery request is made on a public blockchain, not by Bancoli. Anyone may submit one, and anyone may complete one once the waiting period has passed. Bancoli cannot start a recovery, cannot approve one, cannot choose who receives your wallet, and cannot complete one. Bancoli's only ability in this process is to object, which stops a request. Bancoli cannot make a request succeed.

(d) The waiting period, and how a request is stopped. A recovery request requires a bond and a public waiting period of approximately thirty (30) days. During that period the request is stopped if any current owner of the wallet uses it or objects, if a competing request naming a different new key is filed, or if Bancoli objects. Simply using your wallet during the waiting period stops a request made in your name. If a request is stopped, the deposit is forfeited to the wallet-maintenance provider; that forfeiture is what discourages false requests. A forfeited bond is not paid to Bancoli.

(e) Your assets are not frozen while a request is pending. The waiting period is not a court order and not a freeze. Supported stablecoins in your wallet remain transferable by any current owner throughout, including by you and including by anyone who holds your credentials.

(f) Notice. If a recovery request naming your wallet is filed, Bancoli will attempt to notify you using the contact details on file, which may include email, SMS, and physical mail to a notice address or registered agent you have provided. Keeping a current notice address on file is your responsibility. If we cannot reach you, the waiting period still runs.

(g) Disputes are decided by courts, not by Bancoli. If two people claim the same wallet — including disputes among owners, officers, or shareholders of the same business — Bancoli does not decide who is entitled to it, does not divide assets, and does not choose a winner. Competing requests stop each other, bonds are forfeited for failed takeover attempts and the dispute must be resolved by agreement of the parties or by a court of competent jurisdiction.

(h) No guarantee. Recovery may be unavailable or unsuccessful. It depends on conditions outside Bancoli's control, including the state of your wallet, the blockchain, and third-party infrastructure. The most reliable protection remains keeping your own access credentials safe and current. Section 13.2 continues to apply.

1.3. Cross-Border Payments. Bancoli facilitates international payment settlement through its network of banking and infrastructure partners. Cross-border transactions may be processed using a combination of fiat and digital asset settlement rails to optimize speed and cost.

1.4. Settlement. Before OliBank accepts a Program instruction, required legal, sanctions, eligibility, identity, destination, and provider checks must pass. The licensed receipt-leg money transmitter may perform assigned receipt and stablecoin issuance/redemption/delivery legs; an approved downstream provider may perform an assigned downstream FX or payout leg. Covered-market clients may receive a supported stablecoin; other approved clients receive the program stablecoin unless a separately approved asset rule applies. Bancoli records the instruction, decision, provider references, and completion evidence, but does not hold the underlying fiat or self-custodial assets and may not mark an externally controlled leg complete without provider evidence.

1.5. Idle Balance Conversion. If a supported stablecoin remains idle in your Smart Wallet, it converts to the settlement stablecoin approved for your route twenty-four (24) hours after receipt. By activating the auto-conversion Smart Wallet feature you authorize this conversion, which is also disclosed at Smart Wallet setup. The conversion is executed by the licensed issuing money transmitter as a same-owner burn-and-mint: the resulting stablecoin is delivered back to your same self-custodial wallet, Bancoli does not take custody of your assets at any point, and the conversion does not run on, and cannot be executed through, your spend permission. You may avoid the conversion by transferring the balance on-chain within the twenty-four (24) hour window. This idle auto-conversion is not available to residents of certain U.S. states or other jurisdictions whose virtual-currency laws require per-event authorization; in those states the feature is disabled and any conversion requires your per-event authorization. The list of affected states is maintained by Bancoli in accordance with applicable state law and may change; your eligibility is determined by your verified state of residence.

2. Role of the Parties and Regulated Infrastructure

2.1. Platform Access. You utilize Bancoli's software platform to access regulated financial infrastructure. Bancoli facilitates onboarding, compliance, and user interface access, but does not take custody of your fiat funds and is not the settlement principal.

2.2. Licensed Execution and Settlement. A licensed U.S. money transmitter performs the payer-facing receipt leg and issues, redeems, and delivers the program stablecoin under its own licenses. Where OliBank International Inc accepts an eligible instruction under the Program, OliBank is the settlement principal: it enters the client-side settlement obligation and a matching provider-side transaction under its own banking authority, and bears the settlement risk allocated to it. An approved downstream provider performs only an assigned downstream FX or payout leg. Bancoli operates as the platform and compliance-operations provider under its Federal MSB registration; it is not the settlement principal and does not issue the program stablecoin.

3. Scope of Services and Restrictions

3.1. Permissible Uses. Your use of the services is permitted for lawful conversion and settlement activities. You are solely responsible for ensuring that your use of the platform and receipt of funds complies with the laws of your jurisdiction and the jurisdiction of any payors.

3.2. Prohibited End Uses. You are prohibited from using the services to:

• (a) Engage in illicit lending, credit extension, escrow, or check-cashing services;
• (b) Operate an unregistered cryptocurrency exchange or mixing service;
• (c) Disburse funds or split settlements to illicit third parties;
• (d) Engage in automated scraping, crawling, or systematic data extraction from the platform;
• (e) Reverse-engineer, decompile, disassemble, or attempt to derive the source code of any part of the platform's software or APIs;
• (f) Conduct denial-of-service attacks, API abuse, rate-limit circumvention, or any activity that degrades platform performance or availability;
• (g) Access or attempt to access accounts, data, or systems not belonging to you.

3.3. Refunds. Platform-initiated refunds may only be processed as reversals of specific, documented original transactions where supported by the underlying infrastructure provider.

3.4. Settlement Exclusivity. This section describes where incoming funds credited to you may rest. Those funds are not held as a permanent stored-value fiat balance at Bancoli. They settle to your designated self-custodial wallet via supported digital asset settlement rails, or to your direct account at our banking partner if that product is available to you. Approved outbound payouts to verified third-party beneficiaries are a separate Program instruction under Sections 1.4 and 2.2 and are not limited to the destinations in this section. Bancoli does not maintain permanent stored-value fiat balances for Clients.

3.5. Right of Set-Off. You grant Bancoli a contractual recovery and set-off right only against amounts payable to you through Bancoli-controlled platform records, later amounts owed to you under this Agreement, or amounts that the applicable provider lawfully returns or makes available for recovery. This right does not give Bancoli custody or control over provider-held transit funds, the licensed receipt-leg money transmitter-controlled infrastructure, or assets in your self-custodial wallet. If any payment credited to your program records is subsequently reversed, returned, charged back, or disputed (including ACH returns, wire reversals, failed payout reversals, or payment disputes), you authorize Bancoli, where legally and operationally available, to: (a) invoice you or deduct the reversed amount, plus associated fees, fines, or penalties, from later amounts payable to you or provider-returned amounts; (b) suspend further platform submissions or conversions until the shortfall is recovered; and (c) pursue recovery through any lawful means if the shortfall cannot be recovered through set-off. Bancoli may request or transmit provider action only to the extent permitted under the provider's terms, applicable law, and route-specific controls; the applicable provider controls any hold, release, return, refund, or settlement timing for provider-held funds. This right of set-off survives termination of this Agreement. Digital assets already delivered to your self-custodial wallet are not subject to set-off; however, you remain personally liable for any unrecovered shortfall.

4. Public Disclosure Obligations

4.1. Checkout and Receipts. You agree to utilize the API tools and UI elements provided by Bancoli accurately. Any invoices or checkout pages generated through the platform must not misrepresent the flow of funds or Bancoli's role as a platform provider and MSB orchestrator.

5. Settlement Account and Funds

5.1. Settlement Structure. You acknowledge that any funds in transit prior to final settlement are held or processed by the applicable regulated infrastructure provider, such as the licensed receipt-leg money transmitter, its sponsor or partner banks, or an approved FX/payout provider. Bancoli maintains platform-level tracking records based on provider data, but Bancoli does not receive, hold, custody, or transmit fiat funds. For digital asset settlement, funds are converted near-instantly and no persistent fiat balance is maintained. You do not have a direct relationship with any provider's banking partners under the standard service unless separate provider terms expressly say otherwise.

5.1A. Guaranteed Invoice Funds. If an invoice you issue is paid on time under the Guaranteed Invoices feature, the amount displayed in your account as "guaranteed funds" is not money held by Bancoli. It is a settlement obligation carried by OliBank International Inc as the settlement principal for that invoice payment: OliBank owes you delivery of the corresponding value at the invoice due date, or earlier if you unlock or spend it (fees may apply). Bancoli maintains the guaranteed-funds entries in your account as platform records only, consistent with Section 5.1 — Bancoli does not receive, hold, custody, or transmit guaranteed funds, and your claim for guaranteed funds is against OliBank, not against Bancoli. When you unlock guaranteed funds early or use them to fund a payment before the due date, you are instructing OliBank to settle part or all of its obligation early, and the resulting delivery or payment is processed as an ordinary program settlement. Guaranteed funds are not a deposit with Bancoli, are not FDIC-insured, and are not guaranteed by any government agency. If OliBank were to fail, your guaranteed-funds claim would be a claim against OliBank in its home-jurisdiction regulatory liquidation under applicable law (see OliBank's Terms of Service and Program Disclosure), expected to rank as an unsecured claim; Bancoli's records would evidence your claim, but Bancoli would not owe you the guaranteed amount.

5.2. No FDIC Insurance. Funds held or processed in provider-controlled transit, settlement, or FBO accounts for the Bancoli program are not insured by the Federal Deposit Insurance Corporation (FDIC) for your benefit unless a separate provider disclosure expressly states otherwise. Digital assets, including the program stablecoin, are not deposits and are not protected by FDIC insurance. By proceeding with account activation, you acknowledge this disclosure. Your acknowledgment is recorded with a timestamp. Bancoli maintains platform-level reconciliation of provider event data to protect individual client record integrity, but that reconciliation does not make Bancoli the holder or custodian of client funds.

5.3. Settlement Timeline. Provider processing and settlement are generally expected within one (1) to two (2) business days (T+1/T+2) after provider receipt where provider systems, route rules, and applicable law permit. Bancoli either forwards a route-approved instruction to the applicable regulated infrastructure provider or refuses to submit the instruction before provider submission. Bancoli does not delay and later release provider-held funds or provider instructions. Compliance holds, legal holds, regulatory freezes, provider restrictions, returns, refunds, and release timing are controlled by the provider or other party with lawful operational control. Digital asset settlement may occur faster or slower depending on blockchain network conditions.

6. Compliance and Risk Monitoring

6.1. Compliance Monitoring and Data Access. You authorize Bancoli to continuously monitor your account activity and perform automated compliance checks, including but not limited to: IP geolocation, URL risk scoring, volume velocity analysis, device fingerprinting, sanctions screening (OFAC, EU, UN), PEP screening, adverse media screening, beneficial ownership verification, structured industry classification of your business, biometric liveness verification, and any other verification required by applicable BSA/AML regulations or our banking partners.

6.2. High-Risk Triggers. Bancoli enforces strict risk thresholds, including prohibited business categories, volume anomalies, and sanctions screening.

6.3. Account Suspension. If account activity triggers a compliance alert or risk threshold, Bancoli may suspend platform access, deny a new Program instruction, or keep an instruction pending review. OliBank and each regulated provider independently control any hold, return, or refund for the obligation or leg they lawfully control. A pending or denied instruction is not processed. If the activity falls outside the Program's scope, Bancoli may terminate platform access under Section 11.1.

6.4. Dormancy and Unclaimed Property. If your account has been inactive for more than three hundred sixty-five (365) days but not more than two (2) years, reactivation requires multi-factor authentication (2FA) before you may resume transacting. If your account has been inactive for more than two (2) years, reactivation requires a fresh identity verification, including a new liveness check and ID re-upload (see Section 7.2 - Biometric Verification Data), before you may resume transacting. If provider-held fiat funds, returned amounts, or other amounts payable to you remain unclaimed after five (5) years of no client contact, or earlier or later if required by applicable unclaimed-property law, Bancoli may instruct the party with lawful operational control to handle those amounts under the unclaimed-property law of your last known address, the governing state, or another jurisdiction required by law. Legal holds, sanctions restrictions, active investigations, and provider constraints supersede dormancy and escheat timelines.

6.5. Algorithmic Processing and Artificial Intelligence. Bancoli utilizes deterministic risk algorithms to evaluate applications and transactions. Applications may be automatically denied, and transactions automatically suspended, if algorithmic risk scores or deterministic rules are breached. However, any Artificial Intelligence (AI) tools, including large language models or automated research agents, are strictly adjunctive and provide research exhibits for human review. AI is entirely prohibited from making final, autonomous adverse compliance or underwriting decisions.

7. Electronic Communications and Biometric Consent

7.1. E-Sign Consent. You consent to receive notices, agreements, and compliance escalations (including account-state freeze notices, refuse-to-forward notices, and dormancy notices) electronically only after completing the demonstrable-consent process in the Bancoli Electronic Communications Agreement. Algorithm-triggered automated notifications (velocity-review notices, ACH return alerts, escalation requests) constitute binding communications under this Agreement when delivered under that agreement. Notices of termination, suspension, material breach, cure deadlines, application denial, or other legally significant account action are subject to the bounce-aware and dual-channel delivery controls in the Electronic Communications Agreement.

7.2. Biometric Verification Data. During onboarding and upon account reactivation after dormancy where fresh identity verification is required (for example, after more than two (2) years of inactivity; see Section 6.4), Bancoli uses contracted identity-verification providers to perform automated liveness checks. You explicitly consent to the collection, capture, transmission, processing, storage, and use of biometric verification data for identity verification, fraud prevention, BSA/AML compliance, sanctions compliance, account reactivation, and program-assurance purposes. Bancoli does not natively store raw biometric facial-geometry templates on its own servers and does not sell, lease, trade, or otherwise profit from biometric data. Biometric verification records, including provider-held liveness artifacts where retained, are retained for up to five (5) years after account closure. For declined applications where no account is opened, records are retained for up to five (5) years after application rejection. Longer retention applies only for legal hold, active investigation, regulator request, litigation preservation duty, or other applicable law. Bancoli complies with applicable biometric privacy laws; the consent and transparency controls in this Section apply regardless of your jurisdiction.

8. General Prohibited Businesses

You may not use the services if your business involves: adult content, gambling, cryptocurrency exchange (unless explicitly approved under an enhanced due-diligence agreement for financial-institution clients), weapons, illegal drugs, shell bank or shell entity operations, Ponzi schemes, pyramid schemes, multi-level marketing with recruitment-based compensation, counterfeit goods, or any activity prohibited by US federal law or the laws of your local jurisdiction. This section is a public summary; Bancoli's internal client underwriting standards control account eligibility, prohibited-business classification, enhanced-review routing, and related enforcement decisions.

9. Client Initiative

If your business is domiciled outside the United States, Switzerland or Peru you represent and warrant that you sought out and engaged Bancoli's services exclusively on your own initiative, and that Bancoli did not actively market, advertise, or solicit your business in your home jurisdiction.

10. Payment Instruction Security & Wire Fraud

10.1. Client Responsibility. You are solely responsible for the accuracy and security of all payment instructions, invoice details, bank account information, and settlement routing instructions you provide to Bancoli.

10.2. Business Email Compromise (BEC). You acknowledge that BEC, invoice fraud, and social engineering attacks are prevalent risks in B2B payment processing. You are responsible for implementing your own internal controls.

10.3. Limitation of Liability for Misdirected Payments. Bancoli shall not be liable for payments processed in accordance with instructions provided through your authenticated account, including payments misdirected due to compromised credentials, fraudulent invoice modifications, or social engineering attacks.

10.4. Anomaly Notification. Bancoli evaluates outbound payout and settlement-routing submissions for anomalous changes to beneficiary, payee, or payment-instruction details (a common business-email-compromise vector) using deterministic beneficiary / payment-instruction-change detection where that control is deployed for the route, and manual or provider-supported review otherwise. If this review detects anomalous payment-instruction changes, Bancoli may decline to forward (refuse) the affected payment instruction before provider submission and notify you for verification before any resubmission. This is a courtesy measure and does not create an obligation to detect or prevent all instances of payment fraud.

11. Termination

11.1. Termination by Bancoli. Bancoli may terminate or suspend your account at any time, with or without notice, if you: (a) breach any provision of this Agreement; (b) fail to remediate an administrative compliance action, missing-information request, or account-information refresh request within fifteen (15) business days after notice, unless Bancoli specifies a longer period in writing; (c) trigger a suspected AML violation, active SAR investigation, sanctions match, legal-process restriction, regulator request, or other BSA/AML or sanctions issue, in which case suspension or termination may be immediate with no cure period; (d) violate any applicable law or regulation; or (e) engage in activity that poses a BSA/AML, sanctions, legal, provider, or reputational risk.

11.2. Termination by Client. You may terminate this Agreement at any time by providing written notice (including email) and ceasing to use the services.

11.3. Effect of Termination. Upon termination, Bancoli stops accepting new platform instructions. An accepted but incomplete Program obligation is resolved through OliBank and the controlling provider's documented completion, return, or remediation action. Administrative wind-down follows applicable provider timelines and law. Sanctions, AML, legal-process, and regulator matters remain subject to the disposition of the party with lawful authority. Assets already delivered to your self-custodial wallet remain under your control, subject to any independent issuer or legal restriction. Law-enforcement legal holds supersede ordinary wind-down timelines. Sections 7.2, 8, 9, 13, 14, 15, and 16.3 survive termination.

11.4. Data Retention. Following termination, Bancoli retains client account data, transaction records, and compliance files for seven (7) years from the date of account closure (or from the date of rejection for declined applications). The general BSA recordkeeping minimum is five (5) years under 31 CFR Section 1010.430; Bancoli adopts a seven-year internal retention floor for contractual, risk-management, supervisory, and litigation-preservation reasons unless a shorter period is legally required. Data is securely destroyed after the applicable retention period unless a longer retention period is required by law, legal hold, regulator request, litigation preservation duty, or ongoing investigation. OFAC blocked-property records and supporting documentation are retained for the period the property remains blocked and for at least ten (10) years after unblocking. OFAC transaction records not involving blocked property are retained for at least ten (10) years from the date of the transaction. The seven-year retention floor in this Section does not apply to biometric verification data, which is governed exclusively by Section 7.2 and is retained no longer than five (5) years after account closure (or after application rejection where no account is opened), subject only to the legal-hold and other extensions stated in Section 7.2.

12. Fees and Commissions

12.1. Platform Fees and Provider Economics. Bancoli charges monthly subscription and platform access fees for software access, account tools, analytics, and related platform services as set forth in the Fee Schedule provided at account activation and accessible within your account dashboard. Bancoli's own compensation is limited to the amounts expressly identified as payable to Bancoli in your signed order form, Fee Schedule, dashboard terms, or other written product terms. Transaction fees, conversion fees, foreign-exchange spreads or margins, and similar execution economics are not Bancoli compensation for money transmission and, unless a specific fee schedule states otherwise, accrue to OliBank or the applicable regulated infrastructure provider. Other commercial arrangements may exist among the program's infrastructure participants; those amounts are not your funds, are not held for your benefit, are not deducted from your balance, and are not owed to you because you use the services. No stablecoin, balance, or supported asset earns interest, yield, or similar returns merely by being held. You receive only the amounts and benefits expressly stated in your signed agreement, Fee Schedule, or other written product terms.

12.2. Deduction and Pass-Through Treatment. Platform fees and provider fees may be deducted from settlement proceeds prior to delivery unless otherwise agreed in writing. If provider or OliBank fees are displayed or collected through the Bancoli platform, Bancoli acts only as a display, collection, or pass-through mechanism for those amounts; such amounts are not Bancoli operating revenue.

13. Limitation of Liability

13.1. Cap on Liability. To the maximum extent permitted by applicable law, Bancoli's total aggregate liability for all claims arising under this Agreement shall not exceed the total fees actually paid by you to Bancoli in the twelve (12) months immediately preceding the event giving rise to the claim. This limitation does not limit or extinguish any obligation to complete, return, or remediate the principal amount of an accepted program settlement, which is owed by the settlement principal (OliBank) as an obligation to perform.

13.2. Self-Custodial Wallet. Bancoli shall not be liable for any loss or damage arising from the loss, theft, or compromise of your private keys, seed phrases, or wallet credentials. You are solely responsible for safeguarding your private keys.

13.3. Exclusion of Consequential Damages. In no event shall Bancoli be liable for any indirect, incidental, special, punitive, or consequential damages, including loss of revenue, profits, or digital assets.

13.4. Disclaimer of Warranties. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BANCOLI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

13.5. Tax Responsibility. You are solely responsible for determining, calculating, and remitting all taxes (including income tax, capital gains tax, value-added tax, sales tax, and any other applicable taxes) arising from your use of the services, including any taxable events triggered by the conversion of fiat currency to digital assets or vice versa. Bancoli does not provide tax advice and makes no representations regarding the tax treatment of any transaction. You agree to indemnify Bancoli against any tax liability, penalty, or interest arising from your failure to properly report or remit applicable taxes.

13.6. Taxpayer Identification Number Accuracy. If your business is organized under the laws of the United States, by providing your Employer Identification Number (EIN) during onboarding you confirm that the number provided is your business's correct taxpayer identification number. Bancoli uses this number for business verification and record-matching purposes; it is not collected as an IRS withholding certificate.

14. Governing Law and Dispute Resolution

14.1. Governing Law. This Agreement shall be governed by the laws of the State of Delaware and applicable US federal law.

14.2. Dispute Resolution - Binding Arbitration. Any dispute, claim, or controversy arising from or related to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof (including the determination of the scope or applicability of this agreement to arbitrate), shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The seat of arbitration shall be in the State of Delaware. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

14.3. Class Action Waiver. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You expressly waive any right to participate in a class action lawsuit, class-wide arbitration, private attorney general action, or any representative proceeding against Bancoli. If any court or arbitrator determines that this class action waiver is void or unenforceable for any reason, or that arbitration cannot proceed on an individual basis, then the class, consolidated, private attorney general, or representative claim may proceed only in a court of competent jurisdiction and only to the extent required by law. The arbitration provision in Section 14.2 remains enforceable for all claims that can lawfully be arbitrated on an individual basis.

14.4. Waiver of Jury Trial. Each party hereby irrevocably waives all right to a jury trial in any action, proceeding, or counterclaim arising from or related to this Agreement. This waiver is knowingly, voluntarily, and intentionally made.

14.5. Opt-Out Right. You may opt out of the arbitration and class action waiver provisions (Sections 14.2 and 14.3) by sending written notice to legal@bancoli.com within thirty (30) days of first accepting this Agreement. The notice must include your name, account identifier (if applicable), and a clear statement that you wish to opt out of arbitration. If you opt out, disputes will be resolved in accordance with Section 14.1 (Governing Law) in the state or federal courts located in Delaware.

14.6. Small Claims Exception. Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes or claims within the jurisdiction of a small claims court.

14.7. Statute of Limitations. You agree that any cause of action arising out of or related to this Agreement must be commenced within two (2) years after the cause of action accrues. Any cause of action not brought within this period is permanently barred. The limitations period is tolled during any period in which the claimant did not know, and could not reasonably have known, of the facts giving rise to the cause of action.

14.8. Pre-Arbitration Notice and Negotiation. Before commencing arbitration, you and we agree to send a written notice to the other providing a description of the claim with a proposed resolution. For a period of ninety (90) days from receipt of notice, both parties will engage in good-faith dialogue to attempt to resolve the claim. Any statute of limitations or applicable time limitation shall be tolled during this 90-day period. Notices to Bancoli must be sent to legal@bancoli.com and must include: your name, account identifier, the nature of the claim, and any supporting facts.

14.9. OliBank Third-Party Beneficiary. OliBank International Inc is an intended third-party beneficiary of Sections 14.2 through 14.8 solely for disputes, claims, or controversies arising from or related to OliBank's role in the Bank-Fintech Program, including its settlement-principal role, fiat and FX services where approved, program disclosures, or related compliance actions. Subject to your opt-out right in Section 14.5, OliBank may enforce the arbitration agreement, class action waiver, jury trial waiver, limitations period, and pre-arbitration notice and negotiation requirements in those sections to the same extent as Bancoli for such claims.

15. Indemnification

You agree to indemnify, defend, and hold harmless Bancoli and its officers, directors, employees, agents, and service providers from and against any and all claims, damages, losses, liabilities, and expenses arising out of: (a) your breach of this Agreement; (b) your violation of any applicable law; (c) any third-party claim arising from your use of the services; or (d) the loss, theft, or misuse of your self-custodial wallet private keys, except to the extent caused by Bancoli's willful misconduct.

16. Third-Party Infrastructure

16.1. Bancoli utilizes regulated financial institutions and technology providers to deliver the services described in this Agreement. These providers may include banking institutions, custodians, payment processors, identity verification services, and blockchain infrastructure providers.

16.2. By using the services, you acknowledge that your data and funds may be processed by these providers in accordance with our Privacy Policy. The use of such providers does not create any direct contractual relationship between you and any third-party provider unless expressly stated.

16.3. Digital Asset Settlement Infrastructure. Settlement of received funds via digital asset rails may be facilitated by one or more licensed financial institutions and technology providers (each, a "Digital Asset Service Provider"). Smart USD supported digital assets are the stablecoins approved for your route from time to time, issued by regulated third-party issuers under their own terms. A current list of the service providers and program counterparties in each category is available upon request through the contact channels in this document.

• OliBank International Inc. - affiliated chartered bank and Program settlement principal, with its own compliance, accounting, and accepted-obligation responsibilities;
• A licensed U.S. money transmitter - issuer of the program stablecoin and execution counterparty for assigned receipt, issuance, redemption, and delivery legs;
• Approved downstream FX and payout providers - approved downstream FX and payout infrastructure for assigned legs where separately enabled;
• Third-party wallet-infrastructure providers and stablecoin issuers - self-custodial wallet infrastructure and the regulated issuers of the supported stablecoins for your route. The self-custodial wallet supports holding and transfer of supported stablecoins on approved networks; Bancoli does not issue or mint any supported stablecoin.

For covered-market clients, a supported stablecoin may be delivered to your approved self-custodial wallet. Other approved clients receive the program stablecoin unless a separately approved asset rule applies. Except for the idle balance conversion described in Section 1.5, Bancoli does not initiate a wallet-to-provider transfer without your transaction instruction and the required controls.

In the event of a conflict between this Agreement and any Digital Asset Service Provider's terms, this Agreement shall govern with respect to conversion and platform services (Sections 1-6), and the applicable provider's terms shall govern with respect to digital asset conversion, custody, and transmission services. Your redemption claim for stablecoins received as settlement is against the respective issuer - not against OliBank or Bancoli. Your digital assets, including any stablecoins, are not insured by the FDIC or any other government deposit insurance program. US-regulated stablecoins may be subject to the federal GENIUS Act and its asset backing requirements.

17. General Provisions

17.1. Entire Agreement. This Agreement, together with the Fee Schedule, the Privacy Policy, the Electronic Communications Agreement, and (if applicable) any Digital Asset Service Provider agreements incorporated under Section 16.3, constitutes the entire agreement between you and Bancoli.

17.2. Amendments. Bancoli may amend this Agreement by posting a revised version and providing thirty (30) days' notice. Continued use constitutes acceptance.

17.3. Force Majeure. Neither party shall be liable for any failure or delay resulting from circumstances beyond reasonable control, including natural disasters, government actions, regulatory changes, sanctions, banking system outages, blockchain network congestion, or cyberattacks.

17.4. Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force.

17.5. Intellectual Property. All rights, title, and interest in and to the Bancoli platform, including its software, APIs, dashboards, documentation, trademarks, and proprietary technology, remain the exclusive property of Bancoli. This Agreement does not grant you any rights to Bancoli's intellectual property except the limited right to use the platform as authorized under this Agreement.

17.6. Assignment. You may not assign this Agreement without Bancoli's prior written consent. Bancoli may assign this Agreement to any affiliate or successor entity upon thirty (30) days' prior written notice to you.