TERMS OF SERVICE

TREASURYPATH INC. – CLIENT TERMS OF SERVICE

Effective Date: September 15th, 2025
Version: 1.12

These Terms of Service ("Agreement") govern your use of the technology platform and related services provided by TreasuryPath Inc. ("TreasuryPath," "Company," "we," "us," or "our"). By registering for, accessing, or using the Services, you ("Client," "you," or "your") agree to be legally bound by this Agreement. If you do not agree to these terms, you may not use the Services.

1. DEFINITIONS

"Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.

"AML/KYC Laws" means all applicable anti-money laundering, know your customer, customer identification program, beneficial ownership identification, and similar laws and regulations.

"API" means TreasuryPath's application programming interface, including all related documentation, tools, and credentials.

"Chargeback" means any return, refund, clawback, reversal, or dispute of a payment transaction, including but not limited to card chargebacks, ACH returns, wire reversals, and regulatory clawbacks.

"Client Data" means all data, information, and materials provided by Client or collected through Client's use of the Services, excluding Transaction Data.

"Compliance Laws" means all applicable federal, state, and local laws and regulations, including but not limited to AML/KYC Laws, sanctions regulations, consumer protection laws, privacy laws, and financial services regulations.

"Documentation" means all user manuals, technical specifications, API documentation, and other materials provided by TreasuryPath relating to the Services.

"Licensed Provider" means our regulated financial institution and money transmission partners that provide payment processing, compliance, and related financial services.

"Platform" means TreasuryPath's proprietary software-as-a-service technology platform for treasury management, payment processing interfaces, and related tools.

"Services" means access to and use of the Platform, including payment processing interfaces, cash visibility tools, foreign exchange management features, API access, and related technology services.

"Third-Party Terms" means the terms of service, user agreements, and other contractual terms imposed by Licensed Providers and other service partners, which are incorporated herein by reference.

"Transaction Data" means payment instructions, transaction details, and related financial data processed through the Services.

2. SERVICE DESCRIPTION AND REGULATORY FRAMEWORK

2.1 Nature of Services

TreasuryPath provides a technology platform only. We are not a bank, credit union, money services business, money transmitter, or other regulated financial institution. We do not provide financial advice, custody services, or payment processing services.

2.2 Licensed Provider Integration

All payment processing, money transmission, compliance monitoring, and related financial services are provided exclusively by Licensed Providers. By using the Services, you acknowledge and agree that:

(a) You will be subject to and must comply with all Third-Party Terms;
(b) Licensed Providers have sole discretion over account approval, transaction processing, compliance monitoring, and fund management;
(c) TreasuryPath has no control over Licensed Provider decisions, timing, or performance;
(d) Licensed Providers may impose additional fees, reserves, limitations, or requirements.

2.3 No Financial Services

TreasuryPath does not:

• Hold, custody, or control Client funds
• Process payments or money transfers
• Provide banking, lending, or investment services
• Make credit or underwriting decisions
• Conduct compliance monitoring or suspicious activity reporting

3. CLIENT ELIGIBILITY AND REPRESENTATIONS

3.1 Eligibility Requirements

To use the Services, you must:

(a) Be a business entity duly organized and in good standing under U.S. law;
(b) Have authority to enter into this Agreement and perform your obligations hereunder;
(c) Maintain all necessary licenses and permits for your business operations;
(d) Meet Licensed Provider onboarding and compliance requirements.

3.2 Ongoing Representations

You represent, warrant, and covenant that:

(a) All information provided is true, accurate, complete, and current;
(b) You will promptly update any information that becomes inaccurate or incomplete;
(c) Your use of the Services complies with all Compliance Laws;
(d) You are not subject to sanctions or prohibited person lists;
(e) You will not use the Services for prohibited or high-risk activities;
(f) You have implemented appropriate anti-money laundering and compliance programs.

4. ACCOUNT REGISTRATION AND VERIFICATION

4.1 Account Creation

You must create an account to access the Services. You are responsible for maintaining the confidentiality and security of your account credentials and for all activities conducted through your account.

4.2 Verification Process

You authorize TreasuryPath and Licensed Providers to:

(a) Conduct identity verification, background checks, and compliance screening;
(b) Request additional documentation and information as required;
(c) Monitor your account and transaction activity;
(d) Share information with regulatory authorities and law enforcement as required by law.

4.3 Account Approval

Licensed Providers have sole and absolute discretion to approve, reject, suspend, or terminate your account for any reason, including compliance, risk, or operational concerns.

5. PLATFORM ACCESS AND API SERVICES

5.1 License Grant

Subject to your compliance with this Agreement, TreasuryPath grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and API solely for your internal business purposes.

5.2 API Usage

API access is governed by the attached API License Agreement (Exhibit A). You must:

(a) Safeguard API keys and credentials;
(b) Not share API keys and credentials with third parties unless given prior written approval;
(c) Comply with rate limits, usage restrictions, and security requirements;
(d) Implement appropriate security measures for systems accessing the API;
(e) Not reverse engineer, modify, or create derivative works of the API.

5.3 Platform Availability

We do not guarantee continuous, uninterrupted, or error-free operation of the Platform. We may suspend access for maintenance, security, compliance, or operational reasons.

6. FEES AND PAYMENT TERMS

6.1 TreasuryPath Fees

You agree to pay all applicable fees as specified in your service plan or as otherwise communicated. We may modify fees upon thirty (30) days' notice. All fees are non-refundable except as required by law.

6.2 Licensed Provider Fees

Licensed Providers may impose separate fees, reserves, holdbacks, and charges. You are responsible for all Licensed Provider fees and charges.

6.3 Payment of Fees

Fees are due according to your payment terms. We may suspend Services for non-payment after notice and opportunity to cure.

7. CLIENT OBLIGATIONS AND USE RESTRICTIONS

7.1 Prohibited Activities

You may not use the Services for:

(a) Unlawful, fraudulent, or deceptive activities;
(b) Money laundering, terrorist financing, or sanctions violations;
(c) Processing payments for illegal goods or services;
(d) Gambling, adult content, or other high-risk merchant activities (unless pre-approved);
(e) Activities that violate Third-Party Terms or Compliance Laws;
(f) Circumventing compliance, monitoring, or risk controls.

7.2 System Security

You must implement and maintain reasonable security measures to protect your account, API access, and data. You must immediately notify us of any security breaches or unauthorized access.

8. RISK ALLOCATION AND LIABILITY FRAMEWORK

8.1 Client Risk Assumption

You acknowledge and agree that:

(a) Chargeback and Reversal Risk: You bear full responsibility and liability for all Chargebacks, returns, reversals, disputes, and related losses, fees, and expenses;

(b) Compliance Risk: You are solely responsible for compliance with all applicable laws and regulations governing your business and use of the Services;

(c) Operational Risk: Payment timing, processing, and availability depend on Licensed Providers and external payment networks over which TreasuryPath has no control;

(d) Technology Risk: The Platform is provided on an "as is" basis without guarantees of performance, availability, or compatibility.

8.2 Indemnification

You agree to indemnify and hold harmless TreasuryPath from claims, losses, and expenses (including reasonable attorneys' fees) arising from:

(a) Your material breach of this Agreement;
(b) Your violation of applicable laws;
(c) Chargebacks and transaction disputes;
(d) Your negligence or willful misconduct;
(e) Third-party claims related to your authorized use of the Services.

8.3 Limitation of TreasuryPath Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) No Consequential Damages: TreasuryPath shall not be liable for indirect, incidental, special, or consequential damages, including lost profits or business interruption;

(b) Aggregate Liability Cap: TreasuryPath's total liability shall not exceed the fees you paid in the twelve (12) months preceding the claim or $5,000, whichever is greater;

(c) Licensed Provider Performance: TreasuryPath is not liable for Licensed Provider acts, omissions, or decisions.

9. DATA HANDLING AND PRIVACY

9.1 Data Ownership and License

You retain ownership of Client Data. You grant TreasuryPath a non-exclusive, worldwide, royalty-free license to use Client Data solely to provide the Services and for legitimate business purposes.

9.2 Licensed Provider Data Sharing

You acknowledge that:

(a) Licensed Providers collect and process Client Data and Transaction Data directly;
(b) Licensed Providers may share data with regulators, law enforcement, and third parties as required by law;
(c) TreasuryPath may receive limited Transaction Data for platform functionality and support.

9.3 Privacy Compliance

Our collection and use of personal information is governed by our Privacy Policy, incorporated herein by reference. You must comply with all applicable privacy and data protection laws.

10. INTELLECTUAL PROPERTY

10.1 TreasuryPath IP

The Platform, API, Documentation, and all related intellectual property are and remain the exclusive property of TreasuryPath and its licensors. No ownership rights are transferred to you.

10.2 Restrictions

You may not:

(a) Copy, modify, distribute, or create derivative works of TreasuryPath IP;
(b) Reverse engineer, decompile, or disassemble the Platform or API;
(c) Use TreasuryPath trademarks or service marks without permission;
(d) Remove or alter any proprietary notices.

11. DISCLAIMERS AND WARRANTIES

11.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TREASURYPATH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

11.2 No Service Guarantees

TreasuryPath does not warrant that:

(a) The Services will be uninterrupted, timely, secure, or error-free;
(b) Licensed Providers will approve your account or process transactions;
(c) The Services will meet your specific requirements;
(d) All errors or defects will be corrected.

12. SUSPENSION AND TERMINATION

12.1 TreasuryPath Termination Rights

We may immediately suspend or terminate your access to the Services:

(a) For breach of this Agreement;
(b) For compliance, risk management, or security reasons;
(c) Upon Licensed Provider suspension or termination of services;
(d) For illegal or prohibited activities;
(e) For convenience with thirty (30) days' notice.

12.2 Effects of Termination

Upon termination:

(a) Your right to use the Services immediately ceases;
(b) You remain liable for all outstanding obligations;
(c) Survival provisions remain in effect;
(d) You must cease use of all TreasuryPath intellectual property.

12.3 Survival

The following provisions survive termination: Definitions, Risk Allocation and Liability Framework, Data Handling, Intellectual Property, Disclaimers, Governing Law, and Dispute Resolution.

13. DISPUTE RESOLUTION

13.1 Informal Resolution

Before initiating formal proceedings, the parties will attempt to resolve disputes through good faith negotiations for thirty (30) days.

13.2 Binding Arbitration

Any dispute not resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted in San Francisco, California.

13.3 Class Action Waiver

You waive any right to participate in class actions, representative proceedings, or collective arbitrations.

13.4 Exceptions

Either party may seek equitable relief in court for intellectual property violations or confidentiality breaches.

14. GENERAL PROVISIONS

14.1 Governing Law

This Agreement is governed by California law, without regard to conflict of laws principles.

14.2 Modifications

We may modify this Agreement by posting updated terms and providing notice. Continued use constitutes acceptance of modifications.

14.3 Assignment

You may not assign this Agreement without our written consent. We may assign this Agreement without restriction.

14.4 Severability

If any provision is found invalid or unenforceable, the remainder of this Agreement remains in effect.

14.5 Entire Agreement

This Agreement, together with incorporated exhibits and policies, constitutes the entire agreement between the parties.

14.6 Electronic Communications

You consent to receive all communications electronically and to the use of electronic signatures.

14.7 Force Majeure

Neither party is liable for delays or failures due to causes beyond its reasonable control.

14.8 Compliance with Export Laws

You will comply with all applicable export control and sanctions laws.

ACKNOWLEDGMENTS

By using the Services, you acknowledge and confirm that:

1. TreasuryPath is not a regulated financial institution and provides technology services only;
2. Licensed Providers are solely responsible for payment processing, compliance, and fund custody;
3. You have read and understood all Third-Party Terms that govern your use of Licensed Provider services;
4. You assume full responsibility for all risks associated with your use of the Services;
5. This Agreement represents the complete terms governing your use of TreasuryPath Services.

Contact Information:
TreasuryPath Inc.
info@treasurypath.com
+1 201-987-5629