Terms & Conditions 📜

Last updated: 30 April 2026 · Effective for all Commercial Agreements executed on or after this date.

Please read these Terms & Conditions (“Terms”) carefully before using the Services offered by Fin Inc. (“Fin”). By executing a Commercial Agreement with Fin that references these Terms (the “Commercial Agreement”), you (the “Merchant”) agree to be bound by these Terms. The Commercial Agreement together with these Terms and any attached schedules forms the “Agreement” between Fin and the Merchant.

In the event of any conflict between the Commercial Agreement and these Terms, the Commercial Agreement shall prevail with respect to commercial details specific to the Merchant (such as fees, monthly minimums, and the list of Services purchased), and these Terms shall prevail in all other respects.

1. About Fin

Fin Inc. (Registration No. 39-4436653), with its principal place of business at 74-09 37th Ave, Jackson Heights, NY 11372, has developed and operates technologies that enable Merchants to send and receive funds using a network of licensed payment service providers and liquidity providers (the “Network”). The Sender and Receiver shall use Fin's Network in accordance with the terms of the Commercial Agreement.

2. Definitions

Capitalized terms used in these Terms and not otherwise defined have the meanings set out below.

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 that enables Senders and Receivers to transfer funds through its Network. A Sender deposits or authorizes deduction from the Pre-funded Account per the 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 payout channels to disburse the funds directly to themselves or to beneficiaries.

3.2 Specific Services

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

• Access to Fin's API Connection 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, segregated 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 to set off unpaid amounts due to Fin.
• Send status notifications for all Transactions.
• Hold, continue, or reject Transactions if funds are insufficient, and notify the 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 or 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 the Merchant as soon as reasonably practicable.

4.6 Additional Documents

The 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. Payment Terms

All Fees are payable in U.S. dollars. Fin invoices the Merchant monthly in arrears for actual transaction Fees and any applicable monthly minimum. The first month's minimum is payable as a good-faith deposit prior to the Go-Live Date and is credited toward Month 1 billing upon completion of the first Transaction.

5.1 Net 15 Payment Terms

All undisputed invoiced amounts shall be paid in full within fifteen (15) calendar days of the invoice date (“Net 15”). Time is of the essence in respect of payment.

5.2 Method of Payment

Unless the Commercial Agreement specifies otherwise, the Merchant authorizes Fin to deduct Fees and the monthly minimum from the Pre-funded Account on the relevant due date. Where direct deduction is not used, the Merchant shall settle invoices by wire transfer to the bank account specified by Fin in the invoice.

5.3 Disputed Amounts

If the Merchant in good faith disputes any portion of an invoice, the Merchant shall: (i) pay the undisputed portion on the Net 15 due date; and (ii) provide written notice of the dispute, with reasonable supporting detail, within seven (7) calendar days of the invoice date. The Parties shall use reasonable efforts to resolve the dispute within fifteen (15) calendar days of Fin's receipt of the notice. Amounts ultimately determined to be payable shall accrue interest from the original due date at the rate set out in Clause 5.1.

5.4 Taxes

Each Party bears its own taxes and shall indemnify the other for its own tax obligations arising from this Agreement. Fees are exclusive of any sales, use, value-added, withholding, or similar taxes, and the Merchant shall be responsible for any such taxes properly imposed on the Services other than taxes based on Fin's net income.

5.5 Currency and FX

Where a Transaction involves currency conversion, the applicable rate shall be the rate quoted by Fin's liquidity partners at the time of execution, plus any spread set out in the Commercial Agreement. Each Party retains its own foreign exchange gains relating to Transactions.

6. Term and Renewal

These Terms commence on the Effective Date and continue for one (1) year unless earlier terminated in accordance with Clause 12. The Agreement automatically renews for successive one (1) 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 power and authority to enter into and perform this Agreement.
• This Agreement is valid, binding, and enforceable against it in accordance with its terms.
• No pending action prevents performance of its obligations under this Agreement.
• It maintains an effective AML and CFT compliance program.

7.2 Merchant Representations

• Merchant's use of the Services complies with all Applicable Laws.
• Merchant is not under investigation or sanction for financial crime or AML lapses.
• Merchant is the beneficial owner of funds in the Pre-funded Account.
• Merchant will not hold third-party funds in the Pre-funded Account without Fin's prior written consent.
• Merchant 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, subject to confidentiality and legal constraints.

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 or explain why it cannot.

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 the Merchant a non-exclusive, non-transferable, royalty-free license to access and use the Infrastructure solely to transmit information for the Services, in accordance with these Terms.

11. Confidentiality

11.1 Publicity

Either Party may acknowledge the existence of the Commercial Agreement. The Merchant may not disclose commercial details, including the Fees. Fin may use the 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 the Merchant's customers directly without the 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 other than by breach of this Agreement; (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 this Agreement immediately upon written notice if the other Party:

• Ceases substantial business operations;
• Loses required regulatory authorizations;
• Undergoes a Change of Control (with four (4) weeks' written notice); or
• Enters insolvency, bankruptcy, administration, or similar proceedings.

No termination for convenience. Neither Party shall have the right to terminate this Agreement for convenience during any then-current term. Termination prior to expiry of a term is permitted only on the cause-based grounds set out in this Clause 12 or for material breach of this Agreement that remains uncured for thirty (30) days following written notice of the breach.

12.2 Survival

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

12.3 Consequences of Termination

Upon termination: (i) all outstanding amounts become immediately due and payable; (ii) each Party shall return or destroy the other's intellectual property and Confidential Information in accordance with Clause 11.4; and (iii) confidentiality obligations continue in accordance with these Terms.

12.4 Suspension

Fin may suspend the Services if grounds for termination exist or if the Merchant fails to pay any undisputed invoiced amount within fourteen (14) days of written notice of overdue payment. Fin will notify the Merchant of any suspension and resume the Services promptly once the cause is resolved and any past-due amounts (including accrued interest under Clause 5.1) are paid in full.

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 the Merchant or the Beneficiary;
• Underlying commercial disputes between the Merchant and its customers; or
• 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 Fees 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) wilful misconduct or gross negligence causing an SLA breach; or (iv) third-party intellectual property infringement attributable to the indemnifying Party.

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 this Agreement on thirty (30) days' written notice. Payment obligations for Services already rendered are not excused by a Force Majeure Event.

15. Software and API

Fin will provide API documentation and web access required for integration. All API materials and methods remain Fin's Confidential Information and intellectual property. The 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 the agreed communication channels (internet, API, or application).

17. Personal Data Protection

Each Party will comply with Applicable Law for privacy and data protection (including standards comparable to the Singapore PDPA 2012), use Personal Data only to perform this Agreement, implement appropriate security, restrict access to authorized personnel, and promptly notify the other of any data incident and cooperate in remediation. Each Party will ensure reasonable compliance by its clients, partners, vendors, agents, and processors handling Personal Data for the other Party.

18. General Provisions

19. 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 (one appointed by each Party, and a chair appointed by SIAC). Proceedings shall be in English. Each Party bears its own costs and shares tribunal costs equally unless otherwise awarded. Either Party may seek interim or injunctive relief from a court of competent jurisdiction where appropriate.

20. Notices

Except for day-to-day operational emails, formal notices under this Agreement must be in English and delivered: (i) by hand (effective on delivery); (ii) by confirmed email (effective when sent with proper delivery confirmation); or (iii) by registered or certified mail, return receipt requested (effective on the 15th day after posting).

Notices to Fin:

• Attention: Aubrey Cheung
• Address: 74-09 37th Ave, Jackson Heights, NY 11372
• Email: a.cheung@fin.com

Notices to the Merchant shall be sent to the address and contact details set out in the Commercial Agreement. Either Party may update its notice address by giving written notice to the other in accordance with this Clause 20.

— End of Terms & Conditions —