Latitude Payments Terms of Service

A. Introduction

Latitude provides a cross-border payment software service using blockchain and stablecoins to enable more seamless, transparent, and cost-effective money movement. A FinCEN-registered money service business in the process of seeking money transmission licenses in the various US states, Latitude partners with world-class banking and payment institutions to connect people and marketplaces to fiat-crypto payment rails around the world.

B. How it Works

Institutional Clients of Latitude will agree to a Client-specific Order Form and onboard with Latitude:

2.1

You may use the Site only if you:

• Are at least 18 years old or the legal age of majority in your jurisdiction OR an institution in good standing under the laws of the jurisdiction in which you are incorporated,
• Are capable of entering into a binding contract, and
• Are NOT a resident, citizen, or person located in any jurisdiction subject to comprehensive sanctions or where your use of the Site would be illegal or otherwise violate applicable law or subject us to registration requirements in such jurisdiction. YOU EXPRESSLY AGREE THAT YOU ARE NOT A CITIZEN OF OR LOCATED IN Iran, Cuba, North Korea, Venezuela, Sudan, Myanmar, Regions of Crimea, Donetsk and Luhansk or any jurisdiction subject to generalized sanctions of OFAC or the sanctions authority of any European or OECD state.

2.2. KYC/AML Compliance

Users may be required to provide personal or business identification, documentation, and other information necessary to comply with Know Your Customer (KYC), Anti-Money Laundering (AML), and Counter-Terrorism Financing (CTF) obligations. We reserve the right to request additional documentation and to suspend or terminate access if applicable KYC/AML requirements are not met.

3.1 Accounts

To access the Site, you may be required to create an account ("Account"). When creating an Account, you may be required to provide us with some information about yourself, such as your email address, home address, a valid, government-issued photo ID, or beneficial ownership information, and other contact information. You agree that: (a) the information you provide to us is accurate and that you will keep it accurate and up to date at all times; (b) you are solely responsible for maintaining the confidentiality of your Account and for restricting access to it; and (c) you accept responsibility for all activities that occur in your Account or under your access credentials. When you register, you may also be asked to provide a password. You acknowledge and agree that Latitude is not responsible for any third-party access to your Account that results from theft or misappropriation of your Account. You agree to immediately notify us at support@latitude.xyz of any unauthorized use of your access credentials or otherwise of your Account or any other known or suspected breach of security. We will not be liable for any loss or damage arising from your failure to comply with this section.

3.2 Digital Wallets

Some features of the Site may require that you link your Account to one or more supported blockchain-based digital asset accounts or account storage software applications (each a "Digital Wallet"). By linking any Digital Wallet to your Account, you (a) certify that you are the owner of that linked Digital Wallet or that you have appropriate permission or consent from the Digital Wallet owner(s) to link the Digital Wallet; (b) agree that any Digital Wallet information you provide to us is accurate and that you will keep it accurate and up to date at all times; (c) acknowledge that Latitude is not responsible for maintaining the confidentiality of your Digital Wallet or for restricting access to it, and that use of that Digital Wallet is governed by the service and privacy terms of the provider, host, or creator of, or entity that makes available for use to you, that Digital Wallet, if any; and (d) you accept responsibility for all activities that occur in your Account through use of your linked Digital Wallet.

3.3 Account closure

Upon account closure, you agree to cooperate with Latitude to follow its applicable policies and procedures to wind down the accounts efficiently.

3.4 Limits

Latitude reserves the right to change the deposit, withdrawal, conversion, storage, and velocity limits of our Site as we deem necessary. We may establish individual or aggregate transaction limits on the amount or number of deposits, withdrawals, purchases, or sales that you or your End Users may make during any specified period of time.

3.5 No Crypto Custodial Relationship

Latitude does not act as a custodian of your cryptocurrency. Any change to this position will be provided for in an updated Terms of Service. With respect to any crypto wallet, users retain full control of their wallets and initiate all transactions independently. You are solely responsible for securing your private keys and wallet access.

4.1 Prohibited Activities

You agree that you will not, and you will not permit your End Users to:

• Access or use the site for any purpose, whether illegal or legal, other than its intended use,
• Engage with the Site through automated or non-human means, whether through a bot, script, or otherwise,
• Circumvent or disable security features of the site, or attack the Site or any other functionality with which the Services interact whether by a Denial-of-Service attack or by uploading or transmitting viruses, spam, or other harmful material,
• Introduce any material that is malicious or technologically harmful to the Site, its users, or any of the Site's related utilities or functionalities, or otherwise interfering with the proper functioning of the Site,
• Attempt to trick, defraud, manipulate, or mislead, and will not cause harm to, others,
• Impersonate or attempt to impersonate others or misrepresent affiliation,
• Disparage or harm the reputation of the site or its owner,
• Share illegal, harmful, fraudulent, or offensive content,
• Use private information of third parties without consent,
• Disclose confidential information without permission,
• Attempt unauthorized access of the Site, or
• Encourage or induce others to engage in prohibited or illegal activities.

Furthermore, you and your End Users may not use the Site for or in connection with:

• Illegal or fraudulent activities,
• Terrorist financing or money laundering,
• Gambling, adult content, or sanctioned jurisdictions, or
• Activities that violate the rights of third parties, including intellectual property rights.

We reserve the right to suspend or terminate accounts or transactions that involve prohibited activities, at our sole discretion.

4.2

If you are providing access to our Site to other users (your "End Users"), you are solely responsible for:

• Ensuring End Users are informed of and comply with any applicable laws and these Terms to the extent relevant,
• Collecting, processing, and storing End User information in compliance with data protection laws, including obtaining necessary consents,
• Monitoring and preventing fraudulent or illegal activity on your platforms.

6.1 Third-Party Providers

We may utilize third-party providers ("Partners") for the facilitation of fiat and digital currency transactions. You acknowledge that:

• These Partners are independent from us and may have their own terms of service and compliance requirements,
• You may be required to onboard separately with such Partners, including undergoing additional KYC/AML checks,
• We are not liable for acts or omissions of any Partner, except to the extent required by applicable law.

6.2 Third-Party Content

The Site may include content and materials provided by third parties ("Third-Party Content"), including (without limitation) materials provided by Latitude contributors, bloggers, and/or Partners. The Site may also contain links (or you may be sent via the Site) to other websites ("Third-Party Websites") or we may make services provided by third parties ("Third-Party Services") available through the Site as a convenience to Users.

We do not investigate, monitor or check Third-Party Websites or Third-Party Content or Third-Party Services for accuracy, appropriateness or completeness, and our inclusion of such does not imply our approval or endorsement thereof. We are not responsible, or liable to you or any third party, for any Third-Party Websites, Third-Party Content or Third-Party Services made available or accessed through the Site. You understand that Third Party Websites and Third-Party Content may be protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You agree that you bear sole and absolute responsibility to evaluate and select any third-party functionality with which you interact via the Site. Your use of Third-Party Websites, Third-Party Content, and Third-Party Services is subject to the applicable terms of use set out by the relevant third-party.

7.1 Fees

Clients will pay fees according to the agreed Order Form. Any fees Users will pay on your transactions to Latitude will vary depending on the nature of the transaction, the corridor, and partners Latitude uses for the particular use-case of the Service being provided. Any fee you pay will be transparently presented to you prior to your execution of the transaction. By executing the transaction, you agree to pay all fees and acknowledge and agree that certain transaction fees may be irreversible and non-refundable.

7.2 Payments and Authorization

Certain features of the Services may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are final and non-refundable. You agree to pay any fees that apply to your Account. Fees may be deducted or set off from your account balance without prior notice to you.

Latitude reserves the right to determine pricing for the Services, including any features of the Services or products offered through the Site. Latitude will make reasonable efforts to keep pricing information published on our website up to date. We encourage you to check our website periodically for current pricing information. Latitude may change the fees for any feature of the Service, including additional fees or charges, if Latitude gives you advance notice of changes before they apply. Latitude will also notify you of the final price of each transaction, inclusive of pricing and fees, when you authorize a transaction and in each receipt we issue to you.

You authorize Latitude to charge all sums for any use of your Account that you confirm through the Site, any orders you make, and any level of Service you select as described in these Terms or published by Latitude, including all applicable taxes, to the payment method specified in your Account. If you pay any fees with a credit card, Latitude may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase or requested transmission of funds in or out of your Account. Latitude may suspend or terminate access to the Services, including fee-based portions of the Services, for any Account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent Account may be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees.

7.3 Reversals and Cancellations

You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful, if your payment method has insufficient funds, or if you reverse a payment made from funds in your bank account, you authorize Latitude, in its sole discretion, either to cancel the transaction or to debit your other payment methods, including your Digital Wallet, in any amount necessary to complete the transaction, which may include additional fees or transaction spreads.

13.1 No Warranty

The Site is provided on an "AS IS" and "AS AVAILABLE" basis WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, LATITUDE EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Latitude makes no warranty that the Site will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Latitude makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any information or content on the Site. Any reliance you place on such information or content is strictly at your own risk.

You assume all risks associated with using the Site, and digital assets and decentralized systems generally, including, but not limited to, that digital assets are highly volatile; you may not have ready access to assets; and you may lose some or all of your tokens or other assets. You agree that you will have no recourse against Latitude or anyone else for any losses due to the use of the Site. For example, these losses may arise from or relate to: (i) lost funds; (ii) server failure or data loss; (iii) corrupted cryptocurrency wallet files; (iv) unauthorized access; (v) errors, mistakes, or inaccuracies; or (vi) third-party activities.

13.2 No Professional Advice

The content and information presented on or through the Site is made available solely for informational purposes. and should not be construed as professional advice (including, without limitation, tax, legal, or financial advice). We recommend you conduct your own diligence and consult a professional advisor before making any decisions relating to our use of the information provided via the Site.

13.3 No fiduciary duty

These Terms are not intended to create any fiduciary duties between us and you or any third party. To the fullest extent permissible by law, you agree that your use of the Site does not cause us or any other user to owe fiduciary duties or liabilities to your or any third party, and if any such duties or liabilities are afforded by law or by equity, they are hereby irrevocably disclaimed, waived, and eliminated to the fullest extent permissible by law.

13.4 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER LATITUDE NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LATITUDE OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LATITUDE'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE EXCEED ONE HUNDRED U.S. DOLLARS ($100).

18.1 Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between Latitude and you regarding the Site, and these Terms supersede and replace all prior oral or written understandings or agreements between Latitude and you regarding the Site.

18.2 Severability

If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

18.3 Assignment

Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Latitude's prior written consent. Any attempt by you to assign or transfer these Terms absent Latitude's consent or your statutory right without such consent will be null. Latitude may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

18.4 Headings and Interpretation

Headings and the summary explanations at the beginning of each Section of these Terms are for reference only and do not affect the parties' rights and obligations hereunder. As used herein, "may" means "has the right, but not the obligation, to," and "includes" and its variations means "includes, but is not limited to."

18.5 Notices

Any notices or other communications provided by Latitude under these Terms will be given by posting to the Site.

18.6 Waiver of Rights

Latitude's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Latitude. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

18.7 Electronic Communications, Transactions, and Signatures

You agree that we may communicate with you electronically. Such electronic communications may consist of e-mail, notices posted on the Site, forms you complete online, and other communications via any other electronic medium (or social media). For example, we may send emails to you that contain newsletters, information about campaigns, offers, surveys, and other communications. You agree that all agreements, notices, disclosures, and other communications we send to you electronically will satisfy any requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.