Terms & Conditions 📜

These Terms & Conditions (“Terms”) govern all Services provided by Fin Inc. (“Fin”) to Merchants under a Commercial Agreement. By signing a Commercial Agreement with Fin, the Merchant agrees to be bound by these Terms.

1. About Fin

Fin Inc. (Registration No. 39-4436653), 74-09 37th Ave, Jackson Heights, NY 11372, has developed and operates technologies for Merchants to send and receive funds using a network of licensed payment services providers and liquidity providers (“Network”). The Sender and Receiver shall use Fin's network as per the terms of the Commercial Agreement.

2. Definitions

Interpretation rules:

• References to persons include their successors and permitted assigns.
• Singular includes plural and vice versa.
• “Including” means “including without limitation.”
• Fin and the Merchant are each a “Party” and together the “Parties.”

3. Fin Services

3.1 General Services

Fin provides infrastructure enabling Senders and Receivers to transfer funds through its network. A Sender deposits or authorizes deduction from the Pre-Funded Account per Transaction Data, and Fin simultaneously instructs the Receiver to disburse funds to the Beneficiary using its payout channels.

Fin shall transmit the funds to the Receiver and provide the Beneficiary's Transaction Data to the Receiver. The Receiver shall then utilize its pay-out channels to disburse the funds directly to themselves or to beneficiaries.

3.2 Specific Services

Where the Merchant is a Sender and/or Receiver, Fin shall, from the Effective Date, provide:

• Access to Fin's API Connection and/or web login page to permit the Merchant to transmit Transaction Data to Fin's Infrastructure.
• A Fin self-custodial wallet connected to a Pre-funded Account with the Bank, separate from any other account operated by Fin.

4. Parties' Obligations

4.1 Merchant Obligations

• Maintain any required Pre-fund Amount at all times.
• Submit accurate Transaction Data via the API Connection.
• Acknowledge that pre-funding does not guarantee satisfaction of all claims.

4.2 Fin's Obligations

• Treat and segregate Merchant funds as the Merchant's own property.
• Use Merchant funds solely to execute Transactions or set off unpaid amounts due to Fin.
• Send status notifications for all Transactions.
• Hold, continue, or reject Transactions if funds are insufficient — notify Merchant promptly.

4.3 Service Changes

The Services may evolve for compliance, security, bug fixes, or feature improvements without materially reducing functionality. Fin will give reasonable written notice of any material change.

4.4 Refusal or Delay of Transactions

Fin may refuse or delay Transactions in any of the following circumstances:

• Suspected fraud, breach of law, or prohibited use of the Services.
• AML/CFT concerns or suspected account compromise.
• Identity cannot be verified or required information is missing.
• Required by applicable law, court order, or regulatory authority.
• Transaction limits exceeded or high-risk jurisdictions involved.
• Insufficient funds in the Pre-funded Account.

4.5 Blocking Access

Fin may restrict access if credentials are compromised, if suspected fraud is detected, or if required by law or a regulatory authority. Fin will notify Merchant as soon as reasonably practicable.

4.6 Additional Documents

Merchant must provide all information required to execute Transactions, satisfy legal and receiver requirements, and enable compliance reviews. Failure to provide requested information may result in delay or rejection of Transactions.

5. Fees and Payment Terms

5.1 Fin's Fees

Fin is entitled to the agreed Fees for successfully collected or paid-out Transactions, as set out in the Pricing Schedule of the Commercial Agreement. Merchant authorizes Fin to deduct fees monthly from the Pre-funded Account; monthly fee reports will be provided.

Minimum Monthly Payment: Merchant shall (i) pay the monthly minimum from the Go-Live Date; and (ii) pay actual monthly transaction fees when these exceed the minimum.

5.2 Taxes

Each Party bears its own taxes and shall indemnify the other for its own tax obligations arising from this Agreement.

6. Term and Renewal

These Terms start on the Effective Date and continue for one (1) year unless earlier terminated. The Agreement automatically renews for successive one-year terms unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

7. Representations and Warranties

7.1 Mutual Representations

Each Party represents and warrants that:

• It has full authority to enter into and perform this Agreement.
• This Agreement is valid, binding, and enforceable against it.
• No pending action prevents performance.
• It maintains an effective AML/CFT compliance program.

7.2 Merchant Representations

• Use of the Services complies with all applicable laws.
• Not under investigation or sanction for financial crime or AML lapses.
• Is the beneficial owner of funds in the Pre-funded Account.
• Will not hold third-party funds without Fin's prior written consent.
• Will not offer bribes or unlawful inducements in connection with this Agreement.

7.3 Fin Representations

Fin will perform all Services professionally with due care, in accordance with industry standards, and will maintain adequate resources, systems, and qualified personnel throughout the term.

8. Record Keeping and Audits

Each Party shall keep Transaction records confidential for at least five (5) years. Upon reasonable notice, each Party will provide the other with access to relevant books, systems, premises, and personnel for audit or inspection to verify compliance with this Agreement and applicable law.

9. Regulatory Compliance

Performance of this Agreement is at all times subject to applicable law and regulatory requirements. Each Party will notify the other of any actions needed for its compliance, and the other Party will reasonably cooperate.

10. Intellectual Property

Each Party retains ownership of all its intellectual property rights. All software, infrastructure, modifications, and upgrades remain Fin's exclusive property. During the term, Fin grants Merchant a non-exclusive, non-transferable, royalty-free license to access and use the Infrastructure solely to transmit information for the Services.

11. Confidentiality

11.1 Publicity

Either Party may acknowledge the existence of the Commercial Agreement. Merchants may not disclose commercial details, including the Fees. Fin may use Merchant's logos and marks solely to promote the Services.

11.2 Obligations

Each Party must keep the other's Confidential Information confidential and use it only for the purposes of the Commercial Agreement. Fin will not contact Merchant's customers directly without Merchant's prior written consent.

11.3 Permitted Disclosure

Disclosure is permitted where: (i) required by law or regulator (with prior notice where possible); (ii) the information is already public; (iii) already known to the receiving Party independently; or (iv) approved in writing by the disclosing Party.

11.4 Return or Destruction

Upon termination or expiry, each Party must return or securely destroy the other's Confidential Information, except where retention is required by law.

12. Termination and Suspension

12.1 Termination for Cause

Either Party may terminate immediately upon written notice if the other Party:

• Ceases substantial business operations.
• Loses required regulatory authorizations.
• Undergoes a Change of Control (with four weeks' written notice).
• Enters insolvency, bankruptcy, administration, or similar proceedings.

12.2 Survival

Clauses addressing fees due, intellectual property, confidentiality, data protection, liability, and dispute resolution survive termination or expiry.

12.3 Consequences of Termination

Upon termination: (i) all outstanding amounts become immediately due; (ii) each Party shall return the other's intellectual property; and (iii) confidentiality obligations continue.

12.4 Suspension

Fin may suspend the Services if grounds for termination exist or if Merchant fails to pay within fourteen (14) days of written notice. Fin will notify Merchant and resume Services promptly once the cause is resolved.

13. Disclaimer of Liabilities

13.1 Limitations

Fin shall not be liable for losses arising from:

• Legal restrictions or Receiver operations under local practices.
• Errors in Transaction Data submitted by Merchant or Beneficiary.
• Underlying commercial disputes between Merchant and its customers.
• Any event not directly attributable to Fin's own acts or omissions.

Fin's total liability per incident is capped at the amount of the transferred funds and costs received for the relevant Transaction. Fin shall not be liable for indirect, consequential, lost profits, incidental, or punitive damages.

13.2 Indemnification

Each Party shall indemnify the other for losses arising from its own breach of this Agreement or failure to comply with applicable law.

13.3 Exclusions from Cap

The liability cap does not apply in cases of: (i) wrongful termination; (ii) fraud; (iii) willful misconduct or gross negligence causing an SLA breach; or (iv) third-party IP infringement.

14. Force Majeure

A Party affected by a Force Majeure Event is excused from performance while the event continues, provided it: (i) notifies the other Party within seven (7) days; (ii) uses reasonable efforts to mitigate; and (iii) resumes performance as soon as possible. If the event continues for more than ninety (90) days, the unaffected Party may terminate with thirty (30) days' written notice.

15. Software and API

Fin will provide API documentation or web access required for integration. All API materials and methods remain Fin's Confidential Information and intellectual property. Merchant shall not disclose API materials to any third party.

16. Security Measures

Both Parties acknowledge inherent internet risks and agree to implement reasonable, risk-appropriate security controls consistent with applicable law and industry standards. Fin will act only on instructions received via agreed communication channels.

17. General Provisions

18. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the Republic of Singapore. The Parties will first negotiate in good faith for thirty (30) days to resolve any dispute. Failing resolution, disputes shall be finally resolved by SIAC arbitration in Singapore under the SIAC Rules, by three (3) arbitrators. Proceedings in English. Each Party bears its own costs and shares tribunal costs equally unless otherwise awarded.

19. Notices

All formal notices must be in English and delivered by: (i) hand (effective on delivery); (ii) confirmed email; or (iii) registered mail, return receipt requested (effective on the 15th day after posting).

Notices to Fin: Aubrey Cheung, 74-09 37th Ave, Jackson Heights, NY 11372, a.cheung@fin.com