Terms & Conditions

Group Services and Acceptance of Terms

These Joint Terms and Conditions (the "Framework Terms") govern the provision of services by the emoni group of companies (the "emoni Group"), which includes, without limitation:

• iLedgends B.V., a licensed Electronic Money Institution established in the Netherlands;
• iLedgends s.r.o., a company established in the Czech Republic and acting as a payment agent for Ledgends INC; and
• Ledgends Inc., a company established in Canada and operating as a money services business,

together with any entity directly or indirectly controlling, controlled by, or under common control with them.

For the purposes of these Framework Terms:

• the "emoni Group" means all entities listed above; and
• the "Relevant Group Entity" means the specific emoni Group entity that provides, performs, or is responsible for a particular service or part of the Client relationship.

Multi-Entity Service Model

The Client acknowledges and agrees that services may be rendered, supported, coordinated, or operationally enabled by one or more entities within the emoni Group, depending on:

• the nature of the services provided;
• the Client's jurisdiction and regulatory requirements;
• the product, payment flow, or asset type involved; and
• the applicable operational and legal framework.

Where more than one emoni Group entity is involved in servicing the Client, each entity shall act strictly within its own legal and regulatory perimeter and shall be responsible only for the services it provides. The Relevant Group Entity shall be determined based on the specific service, product, account structure, and operational booking model, as communicated to the Client in onboarding documentation, transaction flows, or service-specific disclosures.

The Client acknowledges that, where services involve multiple Relevant Group Entities, the overall service may be delivered in a coordinated manner, while each entity remains contractually and regulatory responsible only for its own part.

Acceptance of Terms

By entering into a business relationship with any emoni Group entity and using the services made available, the Client acknowledges and agrees that:

• these Framework Terms apply to the overall relationship with the emoni Group;
• the Client may receive services from one or more Relevant Group Entities; and
• only the Relevant Group Entity providing a specific service shall be considered the contracting party and bear responsibility for that service, unless explicitly agreed otherwise in writing.

Regulatory Separation and Liability

Each emoni Group entity:

• operates independently within its own legal and regulatory framework;
• remains solely responsible for compliance with laws and regulations applicable to its licensed or registered activities; and
• shall not be deemed to assume responsibility for services provided by another emoni Group entity.

The commencement of services by each Relevant Group Entity shall be determined independently, in accordance with its own onboarding, risk acceptance, and regulatory requirements.

No emoni Group entity relies on another emoni Group entity's licence or regulatory status for the provision of regulated services, unless expressly required and documented in accordance with applicable law.

Each Relevant Group Entity shall be responsible for client onboarding, customer due diligence, transaction monitoring, and regulatory reporting in respect of the services it provides, unless otherwise required by law.

Nothing in these Framework Terms shall be construed as:

• creating a partnership, joint venture, or agency relationship between emoni Group entities;
• establishing joint or several liability between emoni Group entities;
• creating a single regulated entity across the emoni Group; or
• extending any licence, authorisation, or regulatory status from one emoni Group entity to another.

No Cross-Entity Use of Client Assets

To the extent applicable under law:

• client funds, safeguarded funds, electronic money, crypto-assets, or other client assets shall be held, processed, and controlled only by the Relevant Group Entity responsible for those services;
• such assets shall not be pooled, commingled, or transferred between emoni Group entities except where explicitly permitted by law and clearly disclosed to the Client; and
• no emoni Group entity shall use client assets held within another entity's regulatory perimeter.

Schedule 1 — iLedgends B.V. Terms and Conditions

1. General provisions

1.1 Terms and Conditions

These Terms and Conditions apply to the legal relationship / Agreement between you and emoni for the provision of Services by iLedgends B.V., a licensed Electronic Money Institution. The Terms and Conditions govern, among other things, your application for the provision of Services by emoni (the phase when no Agreement has yet been formed) and the phase following written confirmation of acceptance by emoni (the phase when an Agreement has become effective). The Terms and Conditions additionally provide rules for terminating your Agreement with emoni.

Important: Each emoni Group operating entity provides services within its own regulatory and contractual perimeter. If you use services of iLedgends s.r.o. (Czech Republic) or Ledgends inc (Canada), the applicable Service Schedule or entity-specific provisions shall apply to the relevant services.

1.2 Other general conditions

Other general conditions such as your general conditions or third party's general conditions, are not applicable to the (legal) relationship between you and emoni, unless otherwise agreed in writing.

2. Definitions and Interpretations

2.1 Definitions

In these Terms and Conditions the following capitalised words shall have the following meaning:

Agreement, Merchant Agreement or Client Agreement means the agreement between you and emoni, comprising the merchant agreement, this Terms and Conditions, The Fee Schedule, including the specific conditions to the Payment Methods.

Applicable Data Protection Law: the General Data Protection Regulation (GDPR; Regulation (EU) 2016/679), any local law of EU member states implementing the GDPR, or any other (local) law(s), or (local) regulations, policies, instructions, or recommendations of any competent supervisory authority applicable to the processing of personal data in connection with the performance of the Agreement, including any amendments, replacements, updates, or later versions of these laws and regulations.

Application Form means the document provided by emoni to the Merchant for onboarding of this Merchant.

Balance means the amount held in a Bank Account of the Merchant with emoni at a certain given time and as presented by emoni.

Bank Account means the bank account in your name that you maintain with emoni and/or with a banking partner or credit institution designated by emoni in connection with the Services.

Banking Partner means a financial institution, Credit Institution, bank or EMI with whom emoni has entered into a contract allowing clients of emoni to operate bank accounts provided by such Bank Partner.

Electronic Money Institution (EMI) means an institution authorised or registered to issue electronic money and provide related payment services in accordance with laws and regulations as applicable in the Netherlands.

Safeguarding means the statutory protection mechanism applicable to customer funds received in exchange for electronic money or in connection with payment services, whereby such funds are segregated from the own funds of iLedgends B.V. and held separately in accordance with applicable law and regulation.

Stichting Derdengelden iLedgends means the foundation established for the sole purpose of holding safeguarded customer funds separately from the assets of iLedgends B.V.

Customer means your customer, this can also be referred to as end-customer.

Customer Data means all personal data which is provided to emoni (or any processor engaged by emoni Group to process such personal data) by you in connection with the Agreement or in connection with the services provided by emoni under the Agreement involving you and / or your Customer, that is processed in accordance with data protection laws and regulations.

emoni Systems mean all those facilities automated or otherwise that emoni utilizes in the delivery of the Services including means of communication.

Merchant or Client means any party that is entering the Agreement with emoni for the purposes of making use of the services of emoni. Also referred to as "you" in these Terms and Conditions.

Merchant Account or Client Account means your account with emoni for the settling of Transactions.

Merchant Systems or Client System means any systems or facilities applied by the Merchant in connecting to and/or communicating with emoni.

Multi-currency means a multi currency account allows you to make and receive payments in foreign currencies.

Partner means any party emoni engages with in the execution of the Services.

Party means you or emoni and Parties means you and emoni collectively, and in respect of applicable articles, the banking partner is deemed a Party and to be deemed to fall within the scope of Parties. The banking partner may be from time to time amended, with the consent of all Parties.

Payment Data means all data specified on or linked to a Payment Instrument, including the Customer Data.

Payment Instrument means a physical or digital tool, offered by emoni to the Client, as part of its services, — such as a credit card, debit card, e-wallet, or bank transfer procedure — used to initiate payments and transfer funds without using physical cash.

Payment Method means a method used by a Customer to pay, such as a SWIFT, SEPA, Direct SEPA or any other methods which is offered and approved by emoni.

Recall a reversal request for a wire transfer issued by a counterparty to a transaction.

Refund means a repayment by or on behalf of you made to a counterparty in relation to a transaction.

Reserve means the acceptable collateral provided by Merchant to emoni.

Services means the activities performed by emoni for authorising, clearing, electronic money issuing and settling your Transactions, including any additional services that iLegends may have agreed with you in your Merchant Agreement.

SEPA (Single Euro Payments Area) is a payment-integration initiative of the European Union for simplification of bank transfers denominated in euro.

SWIFT The Society for Worldwide Interbank Financial Telecommunication (SWIFT), legally S.W.I.F.T.

Terms and Conditions means these terms and conditions of emoni.

Transaction means the payment transaction between you and a counterparty in connection with or as a consequence of a legal relationship with that counterparty and serving a legitimate purpose including for instance the supply of goods and/or services, donations, contributions or other ways of exchanging value.

Transaction Data means all details related to the Transaction including the value of the Transaction.

Transaction Service Fee means the fee that you have to pay to emoni for processing Transactions.

User means any person gaining access via the emoni Systems operating the Bank Account on the part of and as a representative of the Merchant / Client.

3. Formation Agreement

3.1 Client acceptance process

3.1.1 The Application Form Merchant Agreement / Fee Schedule mentions the Payment Method(s) and Services that you apply for. emoni decides which of the Payment Methods or Services it shall offer to you because emoni (i) has to take into account its risk and acceptance policy and (ii) is bound by legal requirements and statutory rules for client acceptance.

3.1.2 In order to fulfil the client acceptance process, emoni relies on the data and documents as provided by you and as can be specified in the Merchant Agreement, questionnaires and any exchanges you may have with emoni from time to time inclusive of any materials, documents and data that are publicly available or made available to emoni at its request.

3.2 Written Acceptance

3.2.1 Upon you signing (physically or by electronic signature) the Merchant Agreement, the terms and conditions as mentioned in this Agreement become final. The delivery of services by emoni only becomes legally binding when emoni allows you to use one or more Payment Methods or Services, which will be confirmed to you in writing.

4. Services

4.1 emoni and Partners

4.1.1 emoni provides the Services to you as a registered Electronic Money Institution in case of services delivered from iLedgends B.V., as a CryptoCurrency company in case of services delivered by iLedgends SRO and as Money Service Business in case of services delivered by Ledgends INC. emoni may also make use of other suppliers, service providers, banking partners and financial institutions in order to provide the Services to you.

4.1.2 In connection with the provision of its Services, emoni may cooperate with one or more banking partners and other regulated financial institutions. Where required by law or by operational setup, customer funds received in exchange for electronic money or in connection with payment services shall be held in accordance with requirements applicable to these banking partners or other regulated financial institutions.

4.1.3 iLedgends B.V. is required to safeguard relevant customer funds in accordance with applicable Dutch and European laws and regulations. This means that such customer funds are held separately from the own funds of iLedgends B.V. and may not be used for the operational or corporate purposes of iLedgends B.V. or any other emoni Group company.

4.1.4 Relevant customer funds of iLedgends B.V. are held in segregated accounts in the name of Stichting Derdengelden iLedgends with ClearBank Europe N.V., a Dutch credit institution. These arrangements are intended to ensure that safeguarded customer funds remain separated from the assets of iLedgends B.V. or any other emoni Group Company.

4.1.5 Customer funds safeguarded in this manner are not deposits and are therefore not protected under any deposit guarantee scheme, unless explicitly provided otherwise by applicable law.

4.2 Website

4.2.1 You may only use the Services for the sales website(s), in the Merchant Agreement, or any other document or system accepted by emoni. Any use of the Services for any other website requires the prior written approval of emoni. emoni can withhold its approval on the basis of its risk and acceptance policy or to otherwise protect itself from any actual or potential risk. emoni may decide to withdraw its approval for the use of the Services for a sales venue at a later stage where circumstances change, such as the introduction of another product range.

4.3 Payment Methods and Services

4.3.1 At any time during the Agreement, you may (i) indicate that you no longer would like to use one or more Payment Methods or Services or (ii) apply for one or more additional Payment Methods or Services. For the use of additional Payment Methods or Services, emoni shall decide whether or not to allow such use, and inform you in writing.

4.3.2 A Partner may decide (i) that you are not or no longer eligible to use a specific Payment Method or (ii) to cease offering a specific Payment Method. emoni acts only as an intermediary for you with such a Partner and is therefore neither responsible nor liable to you for such decisions made and implemented by the Partner.

4.3.3 emoni may (i) also decide to cease offering a specific Payment Method or Service and/or (ii) cease or restrict your use of a Payment Method or Service if it believes there are good faith reasons for doing so, or if emoni is required to do so under any national and international law and regulations or other conditions that apply to emoni and its partners. In these cases, emoni shall notify you accordingly.

4.4 Availability

4.4.1 emoni shall use its reasonable efforts to ensure that the Services are available to you. As the availability of the Services is also dependent on other parties, emoni cannot guarantee full availability of the Services.

4.5 Your general obligations

4.5.1 When entering into and during the term of the Agreement you must always provide emoni with full and accurate details needed for our onboarding process and continuous rendering of services.

4.5.2 You must promptly notify emoni of any changes in the data and documents provided by you during the onboarding or client (re)acceptance process, as part of the transaction monitoring performed by emoni or as specified in the Merchant Agreement. You must also provide all information requested by emoni from time to time. emoni's right to request information includes for instance financial information (such as financial statements, annual management accounts and tax forms) and other information about your business (such as bank references). emoni may use this information for any legal or other purpose as imposed on emoni or in determining whether additional agreements or amendments to the Agreement are necessary, for instance where there has been or may be a change in your financial status.

4.5.3 You must for the duration of this Agreement continuously hold all permits and authorisations you are required to have by national and international law and regulations to the conduct of your business and its related activities. You will inform emoni forthwith of any changes, suspensions, fines or penalties imposed on you by a relevant authority. The fact that emoni provides services to you does not imply that all of your required permits and authorisations are in place and/or that emoni has verified such.

4.5.4 In the conduct of your business and the performance of your obligations under the Agreement, you must comply with applicable national and international laws and regulations, the Agreement, Regulations, instructions of national and international authorities (including supervising authorities) and any reasonable instructions given by emoni. It is your responsibility to acquaint yourself with all of your obligations under the applicable law and regulations. emoni is under no obligation to notify you of any changes that may arise in relation to any applicable law or regulations.

5. Technical connection and Security

5.1 Connection

5.1.1 You may integrate your access to the emoni System with your own Merchant Systems. emoni is not responsible for having your Merchant Systems connecting with and/or operating in conjunction with the emoni System. You are responsible for such integration and the related costs.

5.1.2 You agree that the emoni System may be modified at any time by emoni. emoni is not responsible nor liable for any modifications to the emoni System and any consequences or changes this may require on your Merchant Systems.

5.2 Security

5.2.1 You shall ensure that the connections between your Merchant Systems and the emoni systems are secure. You shall only gain access to the emoni Systems in a secure internet environment.

5.2.2 You shall ensure that the Merchant Systems use sufficient security features and you must implement sufficient security measures.

5.2.3 The costs of the security features and security measures shall be your own financial responsibility. You shall act in compliance with our security instructions which are part of the connection process with the emoni System.

5.2.4 You warrant that you shall regularly check all software and electronic files for viruses, using the most recent version of a reputable anti-virus programme and the most recent virus database.

5.2.5 You shall handle the security features with care and keep these confidential.

5.2.6 You shall immediately notify emoni if you or one of your employees (or other people working for you) becomes aware or suspects that any of the security features is compromised. In addition, you are required to change the security features immediately should a compromise arise.

5.3 Means of authentication

5.3.1 You are at all times personally responsible and liable for the use of the means of authentication provided or allocated to you for access to and use of the emoni Systems, such as passwords or authentication codes.

5.3.2 emoni may trust that any user identifying himself or herself as your specific contact person via means of authentication is indeed the person he or she professes to be and that he or she is authorised to represent you. You shall be bound by any messages that are sent to emoni using the means of authentication provided or allocated to you by emoni.

5.3.3 emoni may trust that any User is authorised to operate the Bank Account or wallet in accordance with the account settings as implemented in the system as provided by emoni and emoni is not obligated to any extent to check the authority of that person or any limitations imposed on that person's authority.

5.3.4 You shall promptly notify emoni if you become aware or have reason to suspect that unauthorised persons have obtained access to the means of authentication to use the emoni Systems or that these means of authentication have been abused in any other way. In addition, you shall immediately take effective steps yourself to address such unauthorised access or abuse.

6. Transactions

6.1 Permitted transactions

6.1.1 You may only use a Payment Method for the Transactions that are agreed upon with emoni, as specified in the Merchant Agreement, or any other document or system accepted by emoni. Using Payment Methods for other purposes, requires the written approval of emoni. You are not permitted to use a Payment Method on behalf of a third party.

6.1.2 You may not offer any goods and/or services and Transactions that are contrary to national and international law and regulations, public morality and/or public order and/or that may damage the reputation of emoni.

7. Processing Transactions

7.1 Acceptance and non-acceptance

7.1.1 You are not allowed to accept a payment using a Payment Instrument if you suspect abuse of the Payment Instrument. You have a duty to investigate any suspicious activities relating to a Payment Instrument in accordance with AML/CTF regulations.

7.2 Submitting Transaction Data

7.2.1 You must submit Transaction Data to emoni for each Transaction that you submit to emoni. You guarantee that all submitted Transaction Data are accurate and complete. You also guarantee that the Transaction has been completed in accordance with the conditions of this Agreement and the applicable Regulations.

7.3 Retaining Transaction Data

7.3.1 You must at all times be able to offer proof that the Customer has approved a Transaction. To this end you are to retain the originals and/or copies of the Transaction Data.

7.3.2 When asked by emoni, you shall produce evidence and underlying documents of any Transaction disputed by a Customer. If you had not yet received the amount in relation to the disputed Transaction, emoni shall not be required to pay out such amount to you.

7.4 Additional requirements

7.4.1 emoni may stipulate additional requirements for the Transactions that you can submit to emoni under this Agreement. An example is setting a limit on Transactions (minimum and maximum amounts, but also the number of Transactions per unit of time). emoni may implement and/or amend these requirements upon notice to you. If urgent circumstances demand immediate implementation, emoni may implement and/or amend such requirements prior to notification to you.

8. Recalls

8.1 Eligibility for Recall

8.1.1 Only your authorized representatives are eligible to request a Recall.

8.1.2 You must provide sufficient evidence and documentation to support the Recall request, including but not limited, Transaction Data, beneficiary or counterparty information, and any other relevant evidence as required by emoni.

8.1.3 emoni reserves the right to assess each Recall request on a case-by-case basis and may deny the request if the provided evidence is insufficient or if the Customer fails to meet the eligibility criteria.

8.2 Recall Process (outgoing payments)

8.2.1 To initiate a Recall, you must notify emoni through the contact functionality on the emoni website after the wire transfer has been executed.

8.2.2 emoni will use its best efforts to process Recall requests promptly; however, the success of the Recall depends on various factors, including but not limited to the speed of communication with correspondent banks and the receiving institution.

8.2.3 You acknowledge that emoni cannot guarantee a successful Recall and will not be liable for any losses or damages resulting from an unsuccessful Recall.

8.3 Fees and Charges

8.3.1 You shall bear all costs associated with the Recall process, including but not limited to fees charged by correspondent banks or any other intermediaries involved in the Recall.

8.3.2 emoni may charge a processing fee for handling Recall requests, the amount of which shall be communicated to you at the time of initiating the Recall.

8.4 Client Responsibilities (outgoing recall requests)

8.4.1 You shall promptly provide all necessary information and documentation required to process the Recall.

8.4.2 You acknowledge that emoni relies on the accuracy and completeness of the information provided for processing the Recall and shall not be responsible for any delays or errors caused by inaccurate or incomplete information.

8.4.3 You shall indemnify and hold emoni harmless from any claims, losses, or damages arising from providing incorrect or misleading information related to the Recall.

8.5 Incoming Recall Requests (Funds Received into Your Account)

8.5.1 Where emoni receives a recall request, return of funds request, or similar instruction from a sending institution, correspondent bank, or payment scheme in respect of funds credited to your account, emoni shall notify you without undue delay, unless legally restricted from doing so.

8.5.2 You acknowledge and agree that emoni may, without prior notice where necessary, temporarily restrict, block, or earmark the relevant funds in your account pending investigation of the recall request, including for the purposes of fraud prevention, compliance with legal obligations, or cooperation with payment service providers.

8.5.3 You shall promptly (and in any event within the timeframe communicated by emoni):

• confirm whether you consent to the return of funds;
• provide any information or documentation reasonably requested by emoni in relation to the transaction; and
• where applicable, you may dispute the recall request, provided that such dispute is supported by sufficient evidence demonstrating your entitlement to the funds, including but not limited to contractual documentation, proof of delivery of goods or services, or other relevant supporting materials.

8.5.4 Where you consent to the return of funds, emoni is authorized to debit your account and return the funds to the originating institution without further instruction.

8.5.5 Where you do not respond within the specified timeframe, emoni may, acting reasonably and in accordance with applicable laws and scheme rules:

• Treat such non-response as refusal; or
• Proceed with further actions as required under legal or regulatory obligations.

8.5.6 Notwithstanding any dispute raised by you, emoni reserves the right, at its sole discretion, to return the funds subject to the recall request and debit your account where emoni determines that:

• the recall request is valid or justified;
• there are indications of fraud, error, or unauthorized transaction;
• emoni is required or requested to do so under applicable law, regulation, or by a competent authority; or
• such action is required or supported under applicable payment scheme rules or safeguarding obligations.

You acknowledge that emoni is not required to adjudicate disputes between you and the originating party.

8.5.7 You acknowledge that, in certain circumstances, emoni may be legally required to return funds without your consent, including but not limited to:

• Proven fraud or unauthorized transactions
• Orders or instructions from competent authorities
• Obligations under anti-money laundering laws, including the Dutch WWFT
• Applicable payment scheme rules

8.5.8 You shall ensure that sufficient funds remain available in your account to enable the return of funds subject to a recall request. emoni shall not be liable where funds are unavailable due to prior withdrawal, transfer, or use.

8.5.9 If funds subject to a recall request have already been withdrawn or transferred, you shall:

• Immediately reimburse emoni upon request; and
• Cooperate fully in any recovery efforts.

8.5.10 emoni reserves the right to debit your account without prior consent where:

• You have previously consented to such debit; or
• emoni is required to do so by law, court order, regulatory authority, or binding payment scheme rules.

8.5.11 You acknowledge that refusal to return funds that are proven to be fraudulent, erroneous, or unlawfully received may result in:

• Account restrictions or suspension
• Reporting to competent authorities,
• Termination of the business relationship

8.6 Limitation of Liability

8.6.1 emoni shall not be liable for any losses or damages, whether direct, indirect, incidental, or consequential, arising from or related to the Recall, including but not limited to loss of funds, business interruptions, or reputational damage.

8.6.2 emoni' liability, if any, shall be limited to the amount of the original wire transfer subject to the Recall.

9. Financial Arrangements

9.1 Fees

9.1.1 You shall be liable to emoni for all the fees for all the Services provided to you. The fees are set out in the Fee Schedule signed by the Merchant and all payment conditions for the Services provided to you by emoni are set out in the Merchant Agreement, as agreed by emoni and the Merchant in writing.

9.1.2 emoni is entitled to revise its fees at all times. emoni shall notify the Merchant of revisions at least 30 days before they come into effect. If a change in a fee is detrimental to you, you may terminate the Agreement by notice in writing to iLedfends within 30 days after the notification. If you have not terminated the Agreement within such period, you will be deemed to have accepted the revision. emoni is entitled to revise its fees with retroactive effect for a period of 12 months. emoni may only invoke this right to revise the fees if the turnover, as a total or at a per Payment Method level, deviates at least 10% during any period of 3 months from what was expected (as indicated by you in the Merchant Agreement, Application Form, or any other document or system accepted by emoni).

9.2 Your payment obligations

9.2.1 Under the Agreement, you are obliged to pay emoni, among other things, the following amounts:

9.2.1.1 The fees relating to Services.

9.2.1.2 All amounts which you owe to emoni due to fines or charges that have been imposed on emoni and/or amounts that have been claimed by emoni by way of compensation because you have acted in breach of the Agreement.

9.2.1.3 The reasonable costs which emoni incurs in managing the Merchant Account.

9.2.1.4 Any other costs as mentioned in the Agreement and/or Fee Schedule.

9.3 Collateral

9.3.1 Upon request of emoni, you are obliged to provide additional collateral for your obligations under the Agreement. The additional collateral may also relate to any future amounts you may owe (for instance fines, adjustments and liability for damage). emoni shall decide about the form of the collateral, such as a parent guarantee. emoni shall also decide the amount of the collateral for example based on your risk profile.

9.3.2 If, when concluding the formation of the Agreement, emoni stipulates collateral, emoni shall only be obliged to provide Services after it has actually received this collateral.

9.3.3 emoni can also demand and hold a Reserve. The Reserve can be a fixed amount, but can also vary depending on the total of Transactions processed for you. Any credit, or other amount payable by emoni to you under the Agreement, may be used by emoni to establish and maintain a Reserve.

9.3.4 The Balance shall be blocked for the amount of the Reserve. The balance less the Reserve is the available balance for the Merchant. If at any time the Balance drops below the amount of the Reserve, you are obliged to top back up the Bank Account immediately to at least the amount of the Reserve.

9.4 Safeguarding of customer funds

9.4.1 To the extent required under applicable law and regulation, funds received from or for you in exchange for electronic money issued by iLedgends B.V., or otherwise in connection with regulated payment services, shall be safeguarded.

9.4.2 Safeguarded funds shall be held separately from the own funds of iLedgends B.V in segregated accounts in the name of Stichting Derdengelden iLedgends with ClearBank Europe N.V., a Dutch credit institution.

9.4.3 You acknowledge and agree that safeguarded funds are held solely for the purpose of complying with applicable safeguarding requirements and that such funds shall not form part of the general assets of iLedgends B.V.

9.4.4 Nothing in the Agreement shall be interpreted as creating a deposit relationship with iLedgends B.V. or any other emoni Group company. Funds held in connection with the Services are safeguarded in accordance with applicable law, but are not protected as bank deposits.

For the avoidance of doubt, nothing in these Terms permits the pooling, commingling, or cross-entity use of safeguarded client funds or crypto-assets between emoni Group entities.

10. Suspension by emoni

10.1 Suspension

10.1.1 emoni may suspend payments, the processing of Transactions, issuance of electronic money, its Services and/or its obligations, wholly or in part, with immediate effect if:

10.1.1.1 Your assets held by emoni are seized in pre-judgment attachment or attachment in execution;

10.1.1.2 You or a Customer have been involved or emoni suspects your involvement in fraudulent acts or in any other way of acting in contravention of law and regulations and/or the regulations;

10.1.1.3 emoni knows that you have failed or suspects that you may have failed to comply with one or more of your obligations under the agreement, for example in case of Recalls;

10.1.1.4 emoni believes this is necessary in order to ensure the security and integrity of emoni systems or emoni' reputation;

10.1.1.5 emoni believes there are other good faith reasons to do so, such as unauthorised use of means of authentication or instructions of a regulator and/or other authorities to suspension;

10.1.1.6 The level of Recalls is excessive, as defined by emoni internal policy, which is communicated to you, and can be changed from time to time.;

10.1.1.7 Any transaction is or may be subject to fraudulent or other unlawful activity; and/or

10.1.1.8 emoni shall notify you as soon as possible after any of these instances occur, stating the reasons (if possible). emoni may make the ending of the suspension subject to conditions. emoni shall not be obliged to pay any compensation for any suspension by emoni under the agreement.

11. The Agreement

11.1 Duration and termination

11.1.1 Unless otherwise stipulated in the Merchant Agreement, the agreement is concluded for an indefinite period of time. You or emoni can terminate the agreement without cause by giving 30 days prior written notice to the other Party.

11.2 Termination in special cases

11.2.1 Either you or emoni may at all times terminate the agreement by written notice if:

11.2.1.1 The other party fails to perform one or more material obligations under the agreement despite a notice of default with a 30 days cure-period. If the default is not curable within that period, it is considered a non-curable default.

11.2.1.2 The other party is declared bankrupt, is granted moratorium or if comparable insolvency proceedings are applicable to the other party;

11.2.1.3 It has reasonable grounds to assume that the other party may be declared bankrupt, may be granted moratorium or insolvency proceedings may become applicable to the other party.

11.2.2 Additionally, emoni may at all times terminate the agreement by written notice if:

11.2.2.1 You do not comply with instructions received from emoni in connection to the performance of your obligations under the agreement, including instructions about (sensitive) payment data;

11.2.2.2 Circumstances occur that in emoni (and/or partners of emoni) opinion may increase the risk of recalls or may present a financial, reputational, or security risk for emoni for any other reasons;

11.2.2.3 You have during a period of 30 days a negative Balance in your merchant account or the amount of the Reserve is not met.

11.2.3 This is demanded of emoni (and/or partner of emoni) under the Regulations, by a (supervisory) authority, such as the Dutch Central Bank;

11.2.4 If you do not use the services for a period of at least 3 months; and/or

11.2.5 There is another material reason of such nature that emoni can no longer reasonably be required to continue the Agreement.

11.3 Termination of the agreement

11.3.1 In order to terminate the agreement, you must send a notification via regular mail to emoni' address or via e-mail to the e-mail address dedicated for this purpose as designated by emoni. emoni will confirm receipt of such notification within 3 business days upon receipt thereof.

11.3.2 If you would like to terminate the agreement, the agreement ends 30 days after emoni confirms receipt of your notification of termination.

11.3.3 If emoni would like to terminate the agreement, the agreement ends 30 days after written notice is given to the address as indicated by you in the Application Form.

11.4 Effects of the termination of the Agreement

11.4.1 As soon as the agreement ends, you shall cease doing everything you are allowed to do under the agreement.

11.4.2 After termination of the agreement, the mutual obligations that exist at the time of termination continue in force. Specifically, recalls, fees, claims, fines and collateral. Confidentiality in storing data shall continue in effect.

11.4.3 emoni shall not be obliged to pay any compensation for any damage that arises when emoni has validly terminated the agreement.

11.4.4 Access to Transaction Data after the end of the agreement shall be provided by emoni at your request.

11.4.5 The following applies to the reserve and any other collateral granted by you:

11.4.5.1 After termination of the agreement, the Reserve and other collateral shall remain at the disposal of emoni until all of your liabilities have been discharged under the agreement and there is no risk that, for instance because of Recalls, you will have any payment obligations towards emoni;

11.4.5.2 Release of the Reserve and other collateral shall in no event be earlier than 60 days after the ending of the agreement;

11.4.5.3 emoni may at its sole discretion release a part of the Reserve and/or other collateral, for example in circumstances where your existing and future liabilities under the Agreement have significantly decreased or if you have provided sufficient replacing collateral;

11.4.5.4 If, at any time, the Reserve or other collateral appears to be insufficient to fulfil your payment obligations, you are obliged to pay the difference, plus any associated costs made by emoni, immediately to emoni;

11.4.5.5 As soon as there is no risk that you will have any payment obligation towards emoni, for example because of a Recall, and all of your liabilities have been discharged under the Agreement, emoni will release the amount of the Reserve and other collateral available as soon as possible;

11.4.5.6 After termination of the agreement, emoni shall be entitled to communicate the termination and the reasons thereto to any authority, supervisory authorities or any other law enforcement or investigating body;

11.4.6 emoni does not owe you compensation for the early termination if you exercise this right.

12. Assignments of rights and obligations

12.1 You are not allowed to assign your rights and obligations under the Agreement, wholly or in part, to third parties or to pledge them, without the prior written approval of emoni.

12.2 emoni may assign its rights and obligations under the agreement to third parties. emoni must inform you in writing about such assignment a reasonable time prior to the effectuation of such assignment, stating the date on which it shall take place. Such prior notification is not required if emoni assigns its rights and obligations under the agreement to an affiliate. If an assignment takes place, you shall reasonably cooperate to effectuate the assignment. If you do not agree with the assignment, you shall be entitled to terminate the agreement.

13. Revisions and additions

13.1 emoni may at all times revise and/or supplement the Agreement.

13.2 Any revisions and additions to the agreement shall be binding on you within 30 days after written notification to you.

13.3 If you do not accept the revisions and/or additions, you will inform emoni accordingly in writing within 30 days after emoni' notification in order to terminate the agreement. If you have not terminated the agreement within such a period, you will be deemed to have accepted the revisions and/or additions.

14. Continued effect of provisions and validity

14.1 If any of the provisions of the agreement are null and void or declared invalid, the other provisions of the agreement shall remain fully applicable. In this event, emoni shall make a proposal to substitute provision(s) that is/are valid and that coincide(s) with the purport of the substituted provision(s) as closely as possible.

14.2 The termination, expiration, or cancellation of the Agreement for any reason shall not affect any rights, obligations, or liabilities of the Parties which:

• have accrued prior to such termination; or
• are expressly or by their nature intended to survive termination.

14.3 Without limitation, the following provisions shall survive termination of the Agreement:

• Fees, costs, and payment obligations (including outstanding balances);
• Liability, indemnity, and limitation of liability provisions;
• Confidentiality and data protection obligations;
• Compliance with applicable laws and regulations, including anti-money laundering obligations under applicable legislation;
• Record-keeping and audit rights;
• Complaints handling and dispute resolution provisions;
• Governing law and jurisdiction;
• Any provisions relating to safeguarding, reconciliation, and return of funds;
• Any provisions relating to Recalls and recovery of funds.

14.4 Following termination, emoni shall be entitled to:

• Retain and process relevant data as required to comply with legal and regulatory obligations, including obligations under anti-money laundering laws and reporting requirements to competent authorities;
• Retain records for statutory retention periods;
• Take any actions necessary to safeguard funds, complete pending transactions, or return funds to the Customer or rightful beneficiaries.

14.5 Termination of the Agreement shall not release you from any obligations or liabilities incurred prior to termination, including obligations arising from unauthorized transactions, Recalls, or misuse of the Services.

15. Liability

15.1 Liability, fines, levies and damage

15.1.1 You shall be liable to emoni for any damage suffered by emoni as a result of your acts or omissions including without limitation all losses arising from or in (i) connection with any transaction or any other dealing between you and a Customer; (ii) any (regulatory) authority imposing a fee, fine, penalty or charge on emoni which is attributable to you; (iii) any loss of payment data or Transaction Data by you; (iv) Customer Data use; (v); Any act or omission of any of your agents, suppliers or any other third party including, without limitation, any a payment service provider engaged by you; and (vi) any breach of applicable laws by you.

15.1.2 You shall be similarly liable for the acts or omissions of your employees, auxiliary staff and other third parties engaged by you. You agree to indemnify emoni against any third-party claims that are in any way related to the Agreement, including claims of third parties which relate to infringement of intellectual property rights. You are liable for all damage suffered by emoni for such claims, including lawyer's fees and all other costs and expenses which are arise as a result of legal proceedings.

15.1.3 The liability of emoni shall in any event be limited to (i) twenty thousand euros (€20,000) or, if less, (ii) the amount of the fees received by emoni under the agreement in the immediately preceding twelve months.

15.1.4 emoni shall only be liable for failures on its part that are intentional or due to gross negligence. Any other liability is excluded. emoni shall never be liable for any increased costs, loss of profit, loss of business, loss of goodwill, loss of data, consequential loss, loss of revenue and anticipated savings. emoni shall also never be liable to you for the acts of third parties.

15.1.5 The liability of emoni to you shall lapse if you have not held emoni liable in writing within two months after you have become aware of the damage, unless an authorised person has admitted liability on behalf of emoni in writing prior to end of this two months' period.

15.1.6 A Partner may impose fines and/or levies on emoni or claim damages, among other things, if you act in breach of the provisions of the agreement. These fines, levies, and damages shall be immediately due and payable by you to emoni. The same applies if a regulator and/or authorities seeks to recover fines and levies from emoni or claims damages if you act in breach of the provisions of the agreement.

16. Force Majeure

16.1 emoni shall not be liable for any failure to perform its obligations in the event of force majeure. Events of force majeure include failures with third parties or Partners where emoni relies on to fulfil their obligations towards emoni. If new and/or amended law, regulations and/or regulations prevent the execution of Transactions, this shall be considered an event of force majeure affecting emoni.

16.2 In the event of force majeure, emoni shall take every measure it may reasonably be expected to take to limit the adverse effects thereof for you.

17. Complaints

17.1 Customer Complaints

17.1 emoni is not a party to the agreement concluded between you and your Customer. You shall settle any complaints about delivered or undelivered goods and/or services by you to your customer directly with the Customer, without the intervention of emoni.

17.2 Disputes with customers

17.2.1 If a Customer submits a claim against emoni, you agree to indemnify emoni in respect of all related costs and damages. This indemnification does not apply to the extent that the costs and damage are the result of gross negligence by emoni with respect to meeting its obligations under the Agreement.

17.2.2 emoni may at its own discretion decide whether or not to put forward defences against a claim submitted by a Customer against emoni. emoni may also at its own discretion decide to settle with the Customer. These decisions shall be binding on you and you shall indemnify emoni.

17.3 Your complaints

17.3.1 Your complaints will be handled by emoni provided that emoni' complaints procedure is followed. The complaints procedure can be found on the website of emoni.

18. Questions about safeguarding

18.1 If you have any questions regarding the safeguarding of customer funds, you may contact emoni through the contact details published on its website.

19. Inspections

19.1 By emoni

19.1.1 emoni may subject you to an unannounced audit. emoni may instruct a third party to conduct the audit. You shall cooperate in the conduct of the audit, which includes you granting access to the relevant premises, information and Merchant Systems.

19.1.2 If it appears that you have materially failed to fulfil any of your obligations under the agreement, emoni may charge you the reasonable costs of the audit.

19.1.3 Upon request of emoni, you shall cooperate with any investigation to establish whether a transaction was or may have been completed using illegal sources.

19.2 By third parties

19.2.1 You must cooperate with any investigations conducted by or on behalf of supervisory authorities and/or Partners of emoni. If you are approached for such investigation, you shall immediately notify emoni thereof unless such is prohibited by law. You shall follow all reasonable instructions given to you by emoni in these circumstances.

20. Intellectual property, confidentiality, and privacy

20.1 Intellectual property; right of use

20.1.1 All intellectual property rights to the services, the emoni systems and other programmes, websites, databases, materials, such as documentation, reports are reserved to emoni, its Partners or its licensors.

20.2 Confidentiality; storing data

20.2.1 The Parties undertake to keep confidential all information they obtain about the other Party or a Customer that is of a confidential nature, except where necessary for the performance of the agreement or within the scope of the purposes authorised in the Agreement. Information of a confidential nature includes, for example, information in relation to the organisation, business operations and financial affairs of your enterprise or those of emoni, or information in relation to the Customer. You have to observe all statutory and other applicable rules in this regard.

20.2.2 You shall immediately, and in any case within 12 hours, notify emoni of any (potential) accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, access to, or theft of personal data, payment data, Transaction Data or other payment security breaches. You shall provide all information requested by emoni and follow all directions and instructions given by emoni or other authorised parties, including the supervisory authorities, and Partners of emoni to limit further damage and risks, including the prevention of new incidents.

20.2.3 You shall take all steps to ensure compliance with the confidentiality obligations under this article by your employees and/or other people working for you as well. You are liable if these people act in breach of these confidentiality obligations.

20.2.4 You shall not retain payment data any longer than is strictly necessary. You shall destroy the data as soon as legal obligations no longer require retention of these data.

20.2.5 This article shall not apply in a case where a Party has a statutory or legal obligation to provide information, if a competent authority has requested to provide information or if the information is already public.

20.3 Customer data use

IntraGroup Data Sharing. Where necessary for the provision of the Services, compliance with legal and regulatory obligations (including AML/CTF and transaction monitoring), and group-level risk management and governance, personal data, client information, due-diligence data and transaction-related information may be shared within the emoni Group of companies, including iLedgends B.V., Ledgends Inc. (Canada) and iLedgends s.r.o. (Czech Republic). Such intra-group data sharing is governed by a group-wide intra-group data-sharing and governance arrangement, under which each emoni Group entity remains independently responsible for compliance within its own legal and regulatory perimeter.

20.3.1 Each emoni Group company acts as a data controller as defined in the GDPR, processing customer data. Each of the Parties warrant that it shall process the personal data processed within the context of the performance of the Agreement in compliance with applicable data protection law. This means, inter alia, that you shall implement adequate security measures to prevent loss of or unauthorised access to Customer data or any other form of unlawful processing, and inform Customers, your employees and other persons working for you, on the processing of their customer data by emoni in the context of the performance of the Agreement. You shall be solely responsible for obtaining the consent of the Customers, employees and other persons working for you, and relevant ultimate beneficiary owners, if required, for the collection or use of Customer data, including payment data and Transaction Data, in accordance with applicable data protection law.

20.3.2 Each Party will provide the other Party with such assistance and co-operation as that Party reasonably requests to enable the requesting Party to comply with any obligations imposed on it by applicable data protection law in relation to the processing of the customer data. A Party will be entitled to refuse or limit its assistance where the requesting Party is in the position to fulfil the obligations without that Party's assistance.

20.3.3 You, as the Merchant, are the party that has direct contact with your customer, employee or other persons working for you. Therefore, you shall, also on behalf of emoni, provide your Customer and, where relevant and if any, employee, other persons working for you, and your business' ultimate beneficiary owners whose data are provided to emoni for entering into or the performance of the agreement, with all necessary information on the processing of their data in accordance with applicable data protection law. You will inform the Customer, employee or other persons working for you, or ultimate beneficiary owners of your business inter alia that (i) emoni is a controller in relation to the processing of their data, (ii) which data will be processed, (iii) what the purposes are for the data processing activities, and (iv) any other information necessary under applicable data protection law, including the information referred to in articles 13 and 14 of the GDPR. You will follow our reasonable instructions in respect of the processing of customer data by emoni and will bring emoni' privacy notice, as published on emoni' website, to the attention of the customers, employees or other persons working for you and ultimate beneficiary owners of your business.

20.3.4 You shall inform emoni without undue delay if a Customer, or your employee or other persons working for you, an ultimate beneficiary owner or other data subject exercises, or seeks to exercise, its rights of access, rectification, erasure, objection, the right to restriction of processing, the data portability right, or the right to object an automated individual decision-making, as well as other rights recognised by applicable data protection law, or files a complaint or claim that is related to the processing of their personal data by emoni. You will also follow emoni' reasonable instructions in the context of handling such requests, complaints, or claims.

20.3.5 Unless expressly stated otherwise in the Agreement, in the event of any conflict between the other provisions of the Agreement and the section 20.3 of these terms, the section 20.3 prevails.

20.3.6 All notices and other communications between the parties in respect of this article must be provided by email to: (a) in the case of emoni, the e-mail address dedicated by emoni (support@emoni.io) for this purpose and (b) in the case of you, via your e-mail address known to emoni, except formal notices in legal proceedings or termination which must be provided in accordance with the notice provisions in the Terms and Conditions.

20.4 Data use

20.4.1 Any information that you provide to emoni may be used by emoni (or any of its affiliates or emoni Group entities) for one or more of the following purposes:

20.4.1.1 To assess applications for services that you have requested;

20.4.1.2 To extend the scope of services you may request from emoni and make available to you from time to time;

20.4.1.3 To manage accounts and to make decisions on questions arising from any application, agreement or correspondence which you may have with emoni;

20.4.1.4 To conduct, monitor and analyse the business relationship with you;

20.4.1.5 Any assessment by emoni or any of its affiliates of your risk profile, or the financial or operational condition of your business. In respect of customer data, the privacy notice provides for which purposes emoni may use such data.

20.4.2 Any information that you provide to emoni (other than customer data) may be disclosed to the following:

20.4.2.1 emoni or its respective employees or affiliates (or any employees of its affiliates);

20.4.2.2 Any agents or subcontractors of emoni;

20.4.2.3 Anyone to whom emoni proposes to transfer any of their respective rights and/or responsibilities under any agreement they may have with you;

20.4.2.4 Anyone in order to comply with any applicable statutory or regulatory requirements applicable to emoni Group or their affiliates;

20.4.2.5 Anyone to whom you have consented to disclose such information to. In respect of customer data, the privacy notice provides to which parties the data may be disclosed.

20.4.3 emoni (and its respective employees and affiliates) may use the data provided by you to search the records of credit reference agencies and fraud prevention agencies on you and people financially linked to your enterprise. emoni is doing so with a view to making credit and/or business decisions about you and/or managing the Merchant Account and with a view to fraud prevention, debtor tracing, debt collection and credit claims.

20.4.4 emoni may also disclose any information provided by you (other than customer data) to its respective agents, to its affiliates, the police, partners, supervisory authorities, or any other law enforcement or investigating body for use in the prevention or detection of fraud or other criminal activity, or to any credit reference agency which emoni also use(s) as a source of information. In respect of customer data, the privacy notice provides to which parties the data may be disclosed.

21. Representation

21.1 Representation

21.1.1 If emoni receives a notice from you (irrespective the form of such notice), emoni may verify whether the sender of such notice is authorised to represent you. emoni can verify this among other things via information filed with the relevant trade register, such as the Dutch Chamber of Commerce (Kamer van Koophandel), power of attorney or any similar organisation. Or via a list of authorised individuals that has been provided to emoni by you. emoni may assume that a power of attorney circulated to emoni remains in full force and effect, until emoni receives a written notice that such power of attorney has been withdrawn. emoni may also assume that all individuals listed as authorised individuals remain authorised to represent you, until you inform emoni otherwise in writing. A written notice in respect of a withdrawn power of attorney or an amended list of authorised individuals will have effect once emoni confirms receipt of such notice and change in writing.

21.1.2 If emoni receives a notice from an individual of which emoni may assume that he is authorised to represent you, emoni may act on such notice.

22. Amendments to the Terms and Conditions

22.1 Right to Amend

emoni reserves the right to amend, modify, or update these Terms and Conditions, as well as any related policies or documents forming part of the Agreement, from time to time, including where such amendments are required to:

• comply with applicable laws, regulations, or regulatory guidance;
• reflect changes to the Services, systems, or operational processes;
• address security, risk management, or fraud prevention requirements; or
• improve clarity or customer experience.

22.2 Notification of Changes

emoni shall notify you of any material amendments in advance through appropriate communication channels, including but not limited to:

• email;
• notification via the emoni platform; or
• publication on the emoni website.

22.3 Notice Period

Unless a shorter period is required by law or regulatory obligation, amendments shall enter into force one month after notification to the Customer.

23. Final provisions

23.1 General

23.1.1 The Agreement constitutes the entire agreement between you and emoni for the Services. The Agreement replaces all previous agreements and arrangements between you and emoni.

23.1.2 The Agreement may be implemented by the parties (or one of them) by means of an electronic signature (both digital and encrypted), which shall have the same validity as a written signature.

23.1.3 An electronic signature constitutes any form of electronic authentication, symbol, or process made available or otherwise approved by emoni for the purpose of signing the Agreement.

23.2 Applicable law; competent court

23.2.1 The Agreement is subject to Dutch law. In the first instance, only the court of Amsterdam has exclusive jurisdiction to hear disputes between the parties arising from the Agreement. However, iLegends can also initiate legal proceedings against you before the court where you are established or where your office is registered.

Schedule 2 — iLedgends s.r.o. Paying Agent Terms

This Schedule 2 applies only to the limited paying-agent role of iLedgends s.r.o. in connection with services provided by Ledgends Inc. (Canada). It does not create a separate regulated-service relationship between you and iLedgends s.r.o.

1. Role and Capacity

1.1 iLedgends s.r.o. acts solely as a paying agent for Ledgends Inc. (Canada). In that limited capacity, iLedgends s.r.o. may receive, hold, process, or remit fiat funds only on behalf of, and in accordance with instructions from, Ledgends Inc. (Canada).

1.2 For the avoidance of doubt, iLedgends s.r.o. is not rendering, offering, arranging, executing, intermediating, or otherwise providing any regulated service to you. This includes, without limitation, payment services, electronic money services, money services business services, foreign-exchange services, crypto-asset services, virtual-asset services, exchange services, custody services, or investment services.

1.3 No provision of these Framework Terms, any onboarding material, transaction instruction, payment reference, account detail, website content, or operational flow shall be interpreted as stating or implying that iLedgends s.r.o. provides a regulated service or acts as your regulated service provider.

2. Contracting Entity and Service Responsibility

2.1 Where the relevant services are MSB Services, FX Services, Payment Services, Crypto-Asset Services, or any related service described in Schedule 3, such services are provided solely by Ledgends Inc. (Canada), subject to Schedule 3 and any applicable service-specific documentation.

2.2 iLedgends s.r.o. does not determine client eligibility, accept clients for regulated services, operate customer accounts, execute exchange or transfer transactions as a regulated provider, provide investment, legal, tax, or financial advice, or assume responsibility for the regulated services provided by Ledgends Inc. (Canada).

2.3 Any references to accounts, payment rails, settlement, refunds, returns, recalls, or payment flows involving iLedgends s.r.o. are references to its administrative paying-agent function only, unless expressly stated otherwise in writing by Ledgends Inc. (Canada).

3. Funds, Instructions, and Settlement

3.1 iLedgends s.r.o. may receive or transmit funds only for the purpose of facilitating payment collection, payout, refund, return, or settlement activities for Ledgends Inc. (Canada).

3.2 iLedgends s.r.o. acts without independent discretion in relation to the underlying regulated service. Instructions, transaction acceptance, cancellation, delay, refusal, refund, return, and settlement decisions remain matters for Ledgends Inc. (Canada), subject to applicable law, compliance controls, and the relevant service terms.

3.3 Funds received by iLedgends s.r.o. in its paying-agent capacity are not deposits, electronic money, crypto-assets, or safeguarded funds held by iLedgends s.r.o. as a regulated provider, and no regulated account or wallet is opened with iLedgends s.r.o. in your name.

4. Compliance Support and Data Sharing

4.1 iLedgends s.r.o. may provide administrative, operational, compliance-support, and information-sharing assistance to Ledgends Inc. (Canada), including in relation to payment reconciliation, fraud prevention, sanctions screening support, AML/CTF support, transaction monitoring support, record keeping, complaints handling support, and regulatory or audit support.

4.2 Any such support does not make iLedgends s.r.o. the provider of the underlying regulated service. Each emoni Group entity remains independently responsible for compliance within its own legal and regulatory perimeter.

4.3 Data may be shared with iLedgends s.r.o. only where necessary for its paying-agent or support role, on a need-to-know and minimum-necessary basis, and subject to appropriate technical and organisational safeguards and the applicable privacy notice.

5. No Reliance on Licence or Registration

5.1 You acknowledge and agree that you do not rely on any licence, registration, authorisation, or regulatory status of iLedgends s.r.o. for the provision of any regulated service.

5.2 The involvement of iLedgends s.r.o. as paying agent shall not be construed as extending any licence, registration, authorisation, or regulatory status from Ledgends Inc. (Canada), iLedgends B.V. (Netherlands), or any other emoni Group entity to iLedgends s.r.o.

6. Liability

6.1 iLedgends s.r.o. shall be responsible only for acts or omissions within its limited paying-agent role. It shall not be responsible or liable for regulated services, transaction acceptance, exchange rates, crypto-asset execution, payment execution, compliance decisions, onboarding decisions, suspension decisions, or other services provided or controlled by Ledgends Inc. (Canada) or any other emoni Group entity.

6.2 Nothing in this Schedule limits liability that cannot be limited or excluded under applicable law.

7. Governing Law

7.1 This Schedule 2, solely as it relates to the paying-agent role of iLedgends s.r.o., is governed by the laws of the Czech Republic. The underlying services provided by Ledgends Inc. (Canada) remain governed by Schedule 3 and the laws specified therein.

8. Reverse Solicitation and Client Initiative — Paying Agent Context

The involvement of iLedgends s.r.o. ("iLedgends SRO") in any payment flow or operational process is strictly limited to its role as a paying agent acting on behalf of Ledgends Inc. (Canada).

iLedgends SRO does not solicit, market, promote, or otherwise approach clients in relation to any regulated services.

By entering into this Agreement and accepting these Terms, the Client expressly represents, warrants, and confirms that:

• (a) the Client has approached Ledgends Inc. on its own initiative, without any direct or indirect solicitation, marketing, promotion, or targeting by iLedgends SRO or Ledgends Inc.;
• (b) the Client has not been approached, solicited, or induced by iLedgends SRO, Ledgends Inc., or any of their affiliates, representatives, introducers, or agents in connection with any regulated services;
• (c) the Client understands that any services provided are made available strictly on a reverse solicitation (client-initiated) basis;
• (d) the Client acknowledges that iLedgends SRO does not provide any regulated services, and that any involvement of iLedgends SRO is limited exclusively to an administrative or operational paying agent function; and
• (e) the Client's decision to engage with Ledgends Inc. and use any services has been made entirely at the Client's own initiative and discretion, independent of any outreach or targeting.

The Client further acknowledges and agrees that:

• (f) iLedgends SRO's role is strictly limited to facilitating payment flows on behalf of Ledgends Inc. and does not constitute the provision, arrangement, or execution of regulated services;
• (g) any reference to iLedgends SRO in connection with transactions, accounts, or settlement flows shall not be interpreted as creating a service relationship or regulatory obligation between the Client and iLedgends SRO;
• (h) the provision of any services by Ledgends Inc. is conditional upon this reverse solicitation basis; and
• (i) continued use of any services or payment flows involving iLedgends SRO shall constitute an ongoing confirmation of the above representations.

If any of the above representations becomes inaccurate, incomplete, or misleading, the Client shall promptly notify Ledgends Inc., and Ledgends Inc. and/or iLedgends SRO may suspend or terminate any involvement accordingly.

Schedule 3 — Ledgends Inc. Terms and Conditions

1. Parties, Purpose and Scope

These Terms and Conditions ("Terms") form a legally binding contract between you ("User", "you") and Ledgends Inc. ("emoni", "we", "us", "our"), an Ontario corporation with OCN 1001258825 and its registered office at 30 Wertheim Court, Unit 12, Suite 201, Richmond Hill, Ontario, L4B1B9, Canada.

These Terms govern your access to and use of our website and any associated platforms (the "Platform") and the services we offer as a money services business ("MSB Services"), including (as applicable): (i) foreign exchange dealing ("FX Services"), (ii) remitting or transmitting funds ("Payment Services"), and (iii) dealing in virtual currency and related services ("Crypto-Asset Services").

Important: Each emoni Group operating entity provides services within its own regulatory and contractual perimeter. If you use services of iLedgends B.V. (Netherlands) or iLedgends s.r.o. (Czech Republic), the applicable Service Schedule or entity-specific provisions shall apply to the relevant services.

In addition, where permitted under applicable law and in accordance with the operational model of Ledgends Inc. and its banking or financial institution partners, Ledgends Inc. may facilitate the issuance, distribution, management, or redemption of electronically stored monetary value ("Electronic Money") or equivalent stored value instruments. Such activities may be structured directly or via Banking Partners or regulated financial institutions, and do not imply that Ledgends Inc. is an Electronic Money Institution within the meaning of EU law.

1A. Reverse Solicitation and Client Initiative

Services provided by Ledgends Inc. are made available exclusively on the basis of reverse solicitation (client-initiated engagement).

By entering into this Agreement and accepting these Terms, the Client expressly represents, warrants, and confirms that:

• (a) the Client has approached Ledgends Inc. on its own initiative, without any direct or indirect solicitation, marketing, promotion, or targeting by Ledgends Inc.;
• (b) the Client has not been approached, solicited, or induced by Ledgends Inc., any of its affiliates, or any person acting on its behalf, in connection with the Services;
• (c) the decision to request and use the Services has been made entirely at the Client's own initiative and discretion; and
• (d) the Client understands that Ledgends Inc. does not market, promote, or otherwise actively offer Services to clients located outside of Canada, and does not engage in any activity that would constitute targeted outreach in foreign jurisdictions.

The Client further acknowledges and agrees that:

• (e) the provision of Services by Ledgends Inc. is strictly conditional on this reverse solicitation basis;
• (f) any continued use of the Services shall be deemed a reconfirmation of the above representations; and
• (g) if any of the above representations becomes inaccurate or misleading, the Client shall promptly notify Ledgends Inc., and Ledgends Inc. may suspend or terminate the Services accordingly.

2. Definitions and Interpretation

Agreement: Your contract with emoni consisting of these Terms, the Fee Schedule, the Commercial Policy (if applicable), and any additional written agreements or order confirmations.

Affiliate: Any entity that controls, is controlled by, or is under common control with another entity.

Banking Partner: A bank, credit institution, payment service provider, custodian, or other regulated financial institution we use to provide all or part of the Services.

Crypto-Assets: Digital representations of value (including virtual currency) that may be transferred and stored electronically using distributed ledger technology or similar technology.

Custody Services: Safekeeping or controlling, on your behalf, of Crypto-Assets and/or the means of access to such Crypto-Assets, where offered by us.

Fees: All fees and charges payable by you as described in the Fee Schedule and/or displayed in the Platform before you place an order or instruction.

Restricted Data: Highly sensitive information (e.g., full AML/transaction monitoring narratives, suspicion reasoning, criminal-offence related material, biometric outputs) that is subject to elevated controls and is not shared routinely.

Services: Collectively, the MSB Services we provide to you as described in these Terms and on the Platform.

Tier 1 / Tier 2 / Tier 3 Data: The three-tier intra-group sharing model described in Section 12 (Privacy and Intra-Group Sharing) and our internal governance framework.

Electronic Money / Stored Value: Electronically stored monetary value or equivalent prepaid, stored-value, or account-based representation of funds, issued, distributed, or facilitated by emoni directly or through Banking Partners or regulated financial institutions, and redeemable in accordance with applicable law.

Exchange Services: The service of buying, selling, converting, or otherwise exchanging Crypto-Assets or fiat currency, whether on a spot or transactional basis.

3. Formation of the Agreement

3.1 Application phase. Your submission of an application, registration, or onboarding information is an application to use our Services. We may accept or decline applications in line with applicable law, our risk appetite, and compliance requirements.

3.2 Acceptance. The Agreement becomes effective only when we confirm your onboarding and enable you to use one or more Services (including by enabling relevant features in the Platform).

4. Eligibility, Registration and KYC/AML

To access the Services, you must: (a) have legal capacity; (b) provide complete and accurate information; (c) complete identity verification and KYC/AML screening; (d) comply with applicable sanctions and AML/CTF requirements; and (e) use the Services only for lawful purposes.

We may request additional information at onboarding and periodically thereafter (including source-of-funds/source-of-wealth information) and may retain onboarding records as required by law.

You may hold only one profile unless we approve otherwise. We may refuse to open, suspend, or close a profile where permitted by law and these Terms.

5. Services and Third Parties

We may provide Services directly or through Banking Partners and other service providers. Where we rely on a Banking Partner, the Banking Partner may impose its own requirements (including transaction limits and compliance checks). We are not responsible for decisions taken by Banking Partners within their regulatory perimeter.

5.1 Electronic Money / Stored Value Services

Where offered, emoni may, directly or through Banking Partners or other regulated financial institutions, facilitate the issuance, distribution, holding, and redemption of Electronic Money or stored-value instruments.

Such services may include:

• the maintenance of balances representing electronically stored monetary value;
• enabling payments, transfers, and redemptions linked to such balances; and
• integration with payment systems or digital interfaces for transactional use.

The Client acknowledges that:

• Electronic Money or stored value may be issued or safeguarded by a Banking Partner or regulated institution; and
• emoni may act as program manager, distributor, or operational facilitator in connection with such services.

6. Instructions, Execution, and Availability

You must submit instructions through the Platform or other official channels we designate. Instructions become binding once confirmed by us. We may delay, refuse, or cancel an instruction where required by law, court order, regulatory request, or where we reasonably suspect fraud, AML/CTF risk, sanctions exposure, or other prohibited activity.

We use reasonable efforts to keep the Platform available but do not guarantee uninterrupted availability and may perform maintenance or upgrades.

7. Payment Services (Remittance / Funds Transfer)

7.1 Permitted use. Payment Services may be used only for lawful transactions and for the purposes agreed in the Agreement. You must not use Payment Services on behalf of unauthorised third parties.

7.2 Transaction data. You must retain evidence supporting payment instructions and underlying transactions and provide such evidence to us upon request.

8. Recalls, Returns, and Reversals

8.1 Outgoing recalls. Where you request a recall/return of a payment, you must provide sufficient evidence and documentation. We will use reasonable efforts to assist, but we do not guarantee success and may charge fees passed through by intermediaries.

8.2 Incoming recall/return requests. If we receive a recall/return request or similar instruction from a sending institution or payment scheme concerning funds credited to you, we may temporarily restrict or earmark relevant funds pending investigation and may return funds where required by law or scheme rules.

9. FX Services

FX rates and any spreads/fees will be disclosed before you confirm an exchange. Once executed, FX transactions may be final and irreversible, subject to applicable law and error correction procedures.

10. Crypto-Asset Services (Exchange, Orders, Custody)

10.1 Scope of Services. emoni offers Crypto-Asset Services, which may include:

• Exchange Services: buying, selling, converting, and executing transactions in Crypto-Assets, including fiat-to-crypto and crypto-to-fiat conversions;
• Execution Services: processing orders and facilitating trades in Crypto-Assets through internal or third-party liquidity sources; and
• Custody Services: safekeeping, administration, and control of Crypto-Assets and/or the credentials required to access such Crypto-Assets.

These services may be provided directly by emoni or via third-party liquidity providers, custodians, or technology providers.

10.2 Risk disclosure. Crypto-Assets are volatile and high risk. Blockchain transactions are generally irreversible. You are responsible for your tax and reporting obligations. We do not provide investment, legal, or tax advice.

10.3 Exchange and order handling. Orders are executed at the rate available at execution time. We may route, match, or otherwise process orders via internal systems or external counterparties. We may:

• refuse, delay, or cancel an instruction where market conditions, liquidity constraints, or risk controls require;
• apply limits, controls, or safeguards to execution; and
• rely on third-party liquidity providers or exchanges.

Confirmation times may vary depending on funding, network conditions, and compliance checks.

10.4 Where Custody Services are offered:

• Crypto-Assets may be held in omnibus or segregated wallets, including hot and/or cold storage solutions;
• emoni or its service providers may control private keys or access mechanisms;
• withdrawals may be subject to security verification, AML/CTF checks, and operational controls; and
• custody arrangements may involve third-party custodians or technology providers.

The Client acknowledges that:

• custody of Crypto-Assets involves counterparty, operational, and cybersecurity risk; and
• access to Crypto-Assets may be temporarily restricted in accordance with regulatory requirements or risk controls.

11. Fees, Charges and Changes

Fees are set out in the Fee Schedule and/or disclosed in the Platform before you place an order. We may amend Fees and the Fee Schedule by providing advance notice through the Platform or email. If a change is materially detrimental, you may terminate the Agreement in accordance with Section 16.

12. Privacy and Intra-Group Sharing

12.1 Privacy documents. Our Privacy Policy describes how we collect, use and disclose personal information. These Terms should be read together with our Privacy Policy and Cookie Policy.

Privacy Policy references in these Terms refer to the Privacy Policy applicable to the emoni Group entity providing the services, as published on the official emoni websites (including https://www.emoni.io/privacy-policy/), as amended from time to time.

12.2 Intra-Group Sharing of Client Data

The Client acknowledges and agrees that, where necessary, personal data and client-related information may be shared within the emoni Group of companies (the "emoni Group"), which includes, without limitation, Ledgends Inc. (Canada), iLedgends B.V. (Netherlands), iLedgends s.r.o. (Czech Republic), and their respective affiliates.

Such intra-group sharing may take place solely for the following purposes:

• (a) rendering, supporting, or coordinating services requested by the Client, including where services involve more than one group entity or require internal referrals;
• (b) client onboarding, due diligence, AML/CTF, sanctions screening, transaction monitoring, fraud prevention, complaints handling, and incident management;
• (c) compliance with applicable legal and regulatory requirements, supervisory requests, audits, investigations, or reporting obligations to competent authorities; and
• (d) group-level governance, risk management, internal controls, and regulatory compliance oversight.

Intra-group data sharing is carried out in accordance with a group-enabled but entity-accountable model, under which:

• each emoni Group entity remains independently responsible for compliance with the data protection, confidentiality, and regulatory obligations applicable within its own legal and regulatory perimeter; and
• client data is shared only on a need-to-know and minimum-necessary basis, subject to appropriate technical and organisational safeguards.

The emoni Group applies a tiered data-sharing approach, under which:

• baseline identification and referral data may be shared to facilitate service delivery;
• verification and due-diligence documentation may be re-used between group entities only where legally permitted and strictly necessary for onboarding or ongoing compliance; and
• highly sensitive or restricted data (including detailed AML assessments or suspicion rationales) is not routinely shared and is disclosed only following documented escalation and approval.

The Client acknowledges that, as a result of this intra-group model, client data may be accessed or processed from jurisdictions outside Canada, including within the European Union. In such cases, appropriate contractual, organisational, and security measures are applied to protect the data, as further described in the applicable privacy notice(s).

Further information on how personal data is collected, used, disclosed, and protected — including details of cross-border access and client rights — is set out in the emoni Inc. Privacy Policy, which forms an integral part of these Terms.

12.4 Cross-border and foreign access. Where your personal information may be accessed or processed from outside Canada (including by group entities or support personnel), we will describe the jurisdictions involved and safeguards in our privacy disclosures, and maintain appropriate contractual and security controls.

13. Security, Credentials, and Acceptable Use

You must maintain the confidentiality of your credentials, enable and use multi-factor authentication where available, and promptly notify us of any suspected compromise. You must not attempt to bypass security controls, engage in market manipulation, or use the Services for unlawful purposes.

14. Suspension and Restriction

We may suspend, restrict, delay or refuse Services where required by law, regulatory instruction, court order, or where we reasonably suspect fraud, AML/CTF risk, sanctions exposure, security compromise, or breach of these Terms.

15. Liability and Disclaimers

To the extent permitted by law, we exclude liability for indirect or consequential losses and do not guarantee uninterrupted or error-free operation of the Platform. Nothing in these Terms limits liability that cannot be limited or excluded by law.

16. Term and Termination

Either party may terminate the Agreement by giving at least 14 days' notice, unless a longer notice period is required by applicable law or your specific service agreement. We may terminate immediately where required by law, where continued provision of Services creates material risk, or where you materially breach these Terms.

On termination, you remain responsible for obligations accrued prior to termination, and we may retain records as required by law and to resolve disputes, recalls, investigations or regulatory requests.

17. Intellectual Property

All intellectual property rights in the Platform and Services are owned by us or our licensors. You receive a limited, non-exclusive, non-transferable right to access and use the Platform for the purpose of using the Services.

18. Complaints and Dispute Resolution

We handle complaints in accordance with our complaints process (available on request or via the Platform). The parties will first attempt to resolve disputes in good faith.

19. Amendments

We may amend these Terms to reflect regulatory changes, security requirements, or changes to the Services. Material changes will be notified in advance (typically at least 14 days, unless a shorter period is required by law or for urgent risk/security reasons).

20. Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, unless mandatory consumer protection rules require otherwise.

Annex 1 — Risk Disclosures (Crypto-Assets)

Crypto-Assets carry significant risks, including the risk of loss of your entire invested capital. Key risks include market volatility, legal/regulatory changes, custody and counterparty risks, and technical/blockchain risks. Transactions may be irreversible and network congestion or software issues may delay execution or settlement. You should seek independent professional advice where appropriate.