NYBANQ Platform Agreement and Terms of Service

2.1 Eligibility Requirements

To open and maintain an Account with NYBANQ, the Company must meet and continue to meet all of the following requirements at all times:

• The Company must be a legal entity duly formed and in good standing under the laws of the United States (including C-corporations, S-corporations, limited liability companies, and limited liability partnerships), or a legal entity formed in another jurisdiction expressly authorized by NYBANQ and its Banking Partners on a case-by-case basis. Individual consumers, sole proprietors, unincorporated associations, and entities whose principal place of business or beneficial ownership is in a jurisdiction subject to U.S. sanctions are not eligible.
• The Company must hold a valid U.S. Employer Identification Number (EIN) or equivalent tax identification number accepted by NYBANQ. The Account must be used exclusively for commercial or business purposes. NYBANQ Accounts are commercial accounts; certain consumer protection laws and regulations do not apply to business accounts opened under this Agreement.

2.2 Representations & Warranties at Application

By submitting an application, the Company and the individual submitting the application on its behalf jointly represent and warrant that: (a) the Company meets the eligibility criteria above; (b) all Customer Information provided is true, accurate, current, and complete; (c) the individual submitting the application has full authority to bind the Company to this Agreement; (d) the Company is not and will not be engaged in any Prohibited Activity; (e) no Beneficial Owner or Control Person is a Prohibited Person as defined under applicable U.S. law.; and (f) with respect to any Company using Digital Asset services, to the extent any token, digital instrument, or blockchain-based asset that the Company intends to issue, transfer, fractionate, or settle through the NYBANQ platform constitutes a "security" under the Securities Act of 1933, as amended, or any applicable state securities law, the Company is in compliance with all applicable registration requirements or is operating within a valid exemption thereunder, and the Company has conducted a reasonable internal analysis in good faith to make this determination.

2.3 Identity Verification (KYB / KYC)

NYBANQ is required by applicable U.S. federal law to collect, verify, and maintain records of identity information for all clients, including information about Beneficial Owners and Control Persons. You must provide all requested Customer Information and cooperate fully with NYBANQ's verification process. NYBANQ may share this information with its Banking Partners and third-party verification providers for the purposes of identity verification and regulatory compliance. NYBANQ may approve or deny any application in its sole discretion, without obligation to disclose the reasons for denial. Approval may be provisional, subject to completion of enhanced due diligence or additional documentation.

2.4 Electronic Consent

By submitting your application and accepting this Agreement electronically, you consent to conduct this transaction by electronic means. Your electronic signature and acceptance have the same legal effect as a handwritten signature. You also consent to receive all notices, disclosures, and account statements from NYBANQ electronically, via email or through the platform dashboard.

3.1 Administrators

You must designate at least one Administrator when opening your Account. The Administrator is responsible for managing the Account, including adding and removing Users, managing permissions, approving payment instructions, connecting payment methods, and accepting updated terms on behalf of the Company. Administrators must have the legal authority to bind the Company. In the event of a dispute about who is authorized to act on behalf of the Company, NYBANQ may, in its sole discretion, continue to honor instructions from any designated Administrator, suspend the Account, or require legal documentation resolving the dispute before taking further action.

3.2 Users

Administrators may grant access to additional Users with varying permission levels. All Users must use the Services only for lawful business purposes on behalf of the Company. The Company is fully responsible for all actions taken by its Administrators and Users. You must promptly revoke access for any individual who is no longer authorized, and immediately notify NYBANQ if you suspect unauthorized access to your Account.

3.3 Credentials & Multi-Factor Authentication

You are solely responsible for the security of all login credentials associated with your Account. NYBANQ requires multi-factor authentication (MFA) for all account access. You must ensure that each User maintains a unique set of credentials, does not share credentials with any other person, and does not reuse credentials across other services. NYBANQ will not be liable for any losses resulting from unauthorized access to your Account caused by your failure to maintain adequate security practices.

3.4 Ongoing Information Updates

You must keep all Customer Information current, accurate, and complete at all times. You must notify NYBANQ promptly and in writing upon the occurrence of any of the following events: a material change in the nature of the Company's business; a change of Beneficial Owner or Control Person; a transfer or sale of 25% or more of Company assets or equity; commencement of bankruptcy, insolvency, or liquidation proceedings; the imposition of a material judgment, lien, or levy against the Company; or engagement in any previously undisclosed activity that may constitute a Prohibited or Restricted Activity.

4.1 Service Overview

NYBANQ offers three account tiers — Essential, Premium, and Master — each providing access to a different scope of Services as described on the NYBANQ website and applicable Fee Schedule. The table below summarizes the key features by tier.

4.2 Service Modifications

NYBANQ reserves the right to add, modify, suspend, or discontinue any Service or feature at any time. Where a modification materially reduces the features or functionality of a Service you are actively using, NYBANQ will use commercially reasonable efforts to provide at least 30 days' prior notice. We do not guarantee that any particular Service will remain available indefinitely. Your continued use of the platform following any modification constitutes acceptance of the modified Services.

4.3 Beta Services

NYBANQ may make certain features or functionalities available as beta, pilot, or early-access offerings. Beta Services are provided "as is" without any warranty of any kind, may be feature-incomplete, and may be discontinued at any time. You should not rely on Beta Services for critical business operations. Any feedback you provide regarding Beta Services may be used by NYBANQ freely and without compensation.

5.1 Domestic Payment Services

NYBANQ facilitates domestic U.S. payments via ACH (governed by NACHA operating rules), domestic wire transfers, and FedWire Real Time Payments. These services are provided through NYBANQ's Banking Partners. You authorize NYBANQ and its Banking Partners to initiate ACH debits and credits from and to your linked accounts in connection with the Services. You agree to provide all information required to process payment instructions accurately and completely. NYBANQ and its Banking Partners are not obligated to review payment instructions for errors or omissions. You are solely responsible for the accuracy of all payment instructions you submit.

5.2 International Wire Transfers

The Company is solely responsible for the accuracy and completeness of each Wire Instruction, including the beneficiary name, account number, bank identifier (BIC/SWIFT code), and currency. NYBANQ’s payment infrastructure performs automated format validation at the time of submission. Wire Instructions that fail validation will be rejected immediately with an applicable error code; the Company is responsible for correcting and resubmitting any rejected instruction.

In the event that a Wire Instruction passes format validation but contains a factual inconsistency between the beneficiary name and the account or identifying number, funds may be transferred based solely on the account number. The Company acknowledges this risk and agrees to implement internal controls, including dual-authorization workflows and pre-submission reconciliation, to prevent such errors. NYBANQ’s liability for losses arising from any instruction that passed automated validation is governed by Section 13.2.

NYBANQ and its Banking Partners may reject, delay, or reverse any Wire Instruction in their sole discretion, including where there is a reasonable basis to believe the instruction may violate applicable law, sanctions regulations, or payment system rules. NYBANQ will use reasonable efforts to notify you of any rejection, but has no obligation to do so. You are solely responsible for any losses arising from the rejection or delay of any Wire Instruction.

5.3 FX Conversions

Currency exchange services are available for multi-currency accounts (Premium and Master tiers). FX rates are determined at the time of transaction execution and will reflect the applicable FX spread for your account tier as described in the Fee Schedule. FX rates fluctuate continuously and NYBANQ does not guarantee any particular rate. Executed FX transactions are generally final and non-reversible.

5.4 Sanctions & Payment Screening

All payment instructions are screened against applicable sanctions lists maintained by OFAC (Office of Foreign Assets Control) and other relevant regulatory authorities. NYBANQ may block, reject, or delay any transaction that triggers a sanctions match or presents an elevated risk profile. You represent and warrant that no payment instruction you submit is intended to benefit, directly or indirectly, any individual, entity, or jurisdiction subject to U.S. sanctions.

6.1 Scope of Digital Asset Services

Digital asset services, including USDC custody, stablecoin ON/OFF ramps, and OTC liquidity desk access, are available exclusively to Master Account holders. These services are provided through NYBANQ’s digital asset service partners and are subject to the terms of those providers' agreements, which will be provided separately.

6.2 Strict Segregation and Bankruptcy Remoteness

NYBANQ and its partners maintain the Company's Digital Assets under a strict segregation model to ensure absolute institutional protection:

• FBO (For Benefit Of): Digital Assets are held in segregated omnibus accounts designated for the exclusive benefit of the Clients.
• Legal Title and Bailment: The Company retains beneficial ownership and absolute legal title to its Digital Assets at all times. NYBANQ and its custody partners act solely as depositaries/custodians (bailees).
• Bankruptcy Isolation: The parties expressly intend that Digital Assets held in segregated FBO accounts remain the property of the Company and outside the bankruptcy estate of NYBANQ or its partners, and NYBANQ will structure its custody arrangements and operate in a manner consistent with that intent. The Company acknowledges, however, that the ultimate treatment of such assets in any bankruptcy or insolvency proceeding will be determined by the applicable court, and NYBANQ makes no guarantee as to the outcome of any such proceeding. Nothing in this Section shall be construed as investment advice or as a guarantee against loss.

6.3 Regulatory Compliance

You are solely responsible for complying with all applicable laws and regulations in your jurisdiction relating to the holding, transfer, and use of digital assets, including applicable tax reporting obligations. NYBANQ may suspend or restrict digital asset services at any time in response to changes in applicable law or regulatory guidance.

6.4 Securities Law Disclaimer and RWA Restriction

NYBANQ is not a registered broker-dealer, investment adviser, securities exchange, or transfer agent under the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, or any applicable state securities law. Nothing in this Agreement or the Services constitutes an offer, solicitation, or advice to buy, sell, or deal in any security.

The Company is solely and exclusively responsible for determining whether any token, digital instrument, or blockchain-based asset it issues, transfers, fractionates, or settles through the NYBANQ platform — including any Real World Asset (RWA) token representing interests in real estate, commodities, financial instruments, or other underlying assets — constitutes a security under applicable law. The Company agrees to indemnify, defend, and hold harmless the NYBANQ Parties from and against any and all claims, regulatory actions, fines, penalties, or liabilities asserted by the SEC, FINRA, any state securities regulator, or any other authority arising from or related to the Company's use of the platform in connection with any instrument that is finally adjudicated, or asserted in a governmental enforcement action or formal investigation brought with a reasonable basis, to constitute an unregistered security.

7.1 Card Issuance

NYBANQ offers virtual and physical debit and credit cards to eligible Account holders, in partnership with its card-issuing Banking Partners. Cards are issued subject to the cardholder agreement and terms of the applicable Banking Partner or card network, which will be provided at the time of card issuance and incorporated into this Agreement by reference. Essential Account holders receive one virtual card. Premium Account holders receive access to both virtual and physical cards. Master Account holders may access custom corporate card issuance programs subject to a separate agreement.

7.2 Card Use

Cards issued under your Account may only be used for lawful business purposes by authorized Users. You are responsible for all transactions made using cards issued to your Account, whether or not the transaction was authorized by you. You must promptly notify NYBANQ of any unauthorized card transaction or lost or stolen card.

7.3 Card Suspension

NYBANQ or its Banking Partners may suspend or cancel any card at any time in their sole discretion, including where there is suspected fraud, misuse, or a violation of this Agreement.

8.1 Fee Schedule

The fees applicable to each Account tier and Service — including monthly account fees, per-transaction fees, wire fees, FX spreads, and any other charges — are set forth in the Fee Schedule published on the NYBANQ website. By opening an Account or activating any Service, you agree to pay all applicable fees.

8.2 Billing & Collection

NYBANQ will collect fees by debiting your NYBANQ Account directly. You authorize NYBANQ to debit your Account for all amounts owed. If your Account balance is insufficient to cover the amounts owed, you agree to fund your Account immediately upon notice. Unpaid balances may accrue interest at the rate specified in the Fee Schedule and NYBANQ may restrict your access to the Services until all outstanding amounts are paid in full.

8.3 Fee Changes

NYBANQ may add new fees or modify existing fees upon 30 days' written notice to you, delivered via email or through the platform dashboard. Your continued use of the Services following the effective date of the fee change constitutes acceptance of the updated fees. If you do not agree to the fee changes, you must close your Account prior to the effective date.

8.4 Refunds

Fees paid to NYBANQ are generally non-refundable. NYBANQ may, at its sole discretion, issue a credit or refund in cases of documented billing error. Transaction fees for processed and completed payments are non-refundable regardless of the outcome of the underlying commercial transaction.

9.1 Regulatory Obligations

NYBANQ and its Banking Partners are subject to the Bank Secrecy Act, the USA PATRIOT Act, FinCEN’s Customer Due Diligence (CDD) Rule, and other applicable anti-money laundering and counter-terrorism financing regulations. NYBANQ is required to collect, verify, and maintain records of identity information for all clients and their Beneficial Owners and Control Persons.

9.2 Enhanced Due Diligence

NYBANQ may at any time require additional Customer Information or documentation, including updated beneficial ownership information, financial statements, proof of business activity, or source of funds declarations. Failure to provide requested information within the timeframe specified by NYBANQ may result in suspension or closure of your Account.

9.3 Monitoring & Reporting

NYBANQ monitors Account activity on an ongoing basis for suspicious activity. NYBANQ may be required to file Suspicious Activity Reports (SARs) or Currency Transaction Reports (CTRs) with FinCEN or other regulatory authorities without prior notice to you. NYBANQ is prohibited by law from disclosing to you that such a report has been filed.

10.1 Ownership of Customer Information

As between you and NYBANQ, you retain all rights, title, and interest in and to your Customer Information. By using the Services, you grant NYBANQ a non-exclusive, royalty-free license, for the duration of this Agreement, to collect, use, process, and disclose your Customer Information exclusively for the purposes described in this Agreement and in NYBANQ’s Privacy Policy.

10.2 Limitation on Aggregated Data and Zero-Training Prohibition

NYBANQ may aggregate and anonymize telemetry data derived from your use of the Services solely for network security, fraud prevention, and latency optimization.

10.3 Data Sharing

NYBANQ shares Customer Information with its Banking Partners, third-party identity verification providers, payment processors, and regulatory authorities as necessary to provide the Services and comply with applicable law. By using the Services, you consent to such sharing. Your use of Services provided through Banking Partners is also subject to those partners' privacy policies.

10.4 Security

NYBANQ uses commercially reasonable administrative, technical, and physical safeguards to protect Customer Information. However, no system is completely secure, and NYBANQ cannot guarantee that unauthorized parties will never be able to defeat our security measures. You acknowledge that you provide Customer Information at your own risk and that you are responsible for maintaining the security of your own Account credentials.

13.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NYBANQ EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NYBANQ DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, EXCEPT AS EXPRESSLY PROVIDED IN CUSTOM SERVICE LEVEL AGREEMENTS (SLAS) FOR MASTER ACCOUNTS.

13.2 Bifurcated Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NYBANQ'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL BE STRICTLY LIMITED ACCORDING TO THE FOLLOWING BIFURCATED STRUCTURE:

• General Platform Errors: For claims relating to standard interface errors, minor software bugs, or non-critical downtime, liability shall not exceed the greater of (a) the total fees paid by you to NYBANQ in the three (3) months immediately preceding the event giving rise to the claim, or (b) ONE THOUSAND U.S. DOLLARS ($1,000).

• Critical Infrastructure & Security Failures: In the event of (a) a data security breach resulting directly from NYBANQ's proven gross negligence, or (b) a material failure in the routing of funds caused directly by NYBANQ's proprietary routing infrastructure (excluding third-party SWIFT or Banking Partner failures), NYBANQ's liability shall be capped at a maximum of FIVE HUNDRED THOUSAND U.S. DOLLARS ($500,000) (or the total amount of the failed transaction, whichever is less).

Notwithstanding the foregoing, the liability caps set forth in this Section 13.2 shall not apply to losses resulting directly from NYBANQ's fraud or willful misconduct in the processing of a payment instruction that was accurate, complete, and unambiguous as submitted by the Company. Liability for gross negligence in the routing of funds through NYBANQ's proprietary routing infrastructure is governed by, and capped by, the Critical Infrastructure & Security Failures cap set forth above. For any claim that does not fall within the General Platform Errors category or the Critical Infrastructure & Security Failures category, liability shall be capped at the General Platform Errors cap. A Company holding a Master Account may separately negotiate higher liability caps in a written Service Level Agreement, which shall govern in the event of any conflict with this Section.

IN NO EVENT SHALL NYBANQ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 Force Majeure

NYBANQ shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, civil unrest, actions of governmental authorities, failures of third-party infrastructure or payment networks, or any other force majeure event.

13.4 API and Automated Systems

The Company is solely responsible for the design, testing, and operation of any automated system, script, or workflow that interacts with the NYBANQ API, including the implementation of idempotency keys on all payment instructions, circuit breakers to prevent duplicate or runaway transaction loops, and client-side rate limiting consistent with the API rate limits published in the NYBANQ developer documentation.

NYBANQ reserves the right to suspend or revoke API credentials automatically and without prior notice upon detection of anomalous traffic patterns, including but not limited to duplicate payment instructions, request volumes exceeding published rate limits, or traffic patterns indicative of a misconfigured automation. Such suspension does not constitute a termination of the Account under Section 16 and does not trigger a Cure Period.

In the event that a Company's automated system generates transactions requiring manual review, reversal, investigation with Banking Partners, or intervention with third-party payment networks, the Company shall be liable for all reasonable operational costs incurred by NYBANQ in connection therewith, which NYBANQ may recover by debiting the Company's Account pursuant to Section 8.2.