Terms of Use

1. Introduction

This Terms of Use ("Agreement") governs your access to and use of the technology platform and related services (collectively, the "Services") made available at gethevn.com (the "Website") and through our mobile application (collectively, the "Platform").

HEVN Inc. and HVN Software Limited are separate affiliated companies operating under the HEVN brand (collectively, the "HEVN Entities"). This Agreement is between you and the applicable HEVN Entity identified below (the "Contracting Entity"):

• HEVN Inc., if your business is incorporated or organized in the United States; or
• HVN Software Limited, a company incorporated in Hong Kong, if your business is incorporated or organized outside the United States.

Your Contracting Entity is determined during onboarding and may also be identified in your Account, order form, invoice, or other account-specific documentation. If account-specific documentation identifies a different Contracting Entity, that documentation controls. References to "HEVN," "we," "our," or "us" in this Agreement mean your Contracting Entity unless the context expressly refers to both HEVN Entities.

HEVN is committed to providing a secure, reliable, and transparent platform for your business. We invest in security audits, regulatory compliance, and operational resilience to protect your interests.

By accessing the Platform, creating an account, or using any of our Services, you represent that you have read, understood, and agree to be bound by this Agreement. If you are using the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to this Agreement.

We may modify this Agreement at any time by posting an amended version on our Website. Material changes will be communicated to you at least thirty (30) days in advance. If you do not agree with any modifications, you must discontinue use of the Services and close your account.

Regulatory Status Disclosure

2. Definitions

• "Account" means the account you open and maintain with HEVN to access and use the Services, including access to deposit accounts held by Account Providers, corporate cards, and other financial products offered through our regulated partners.
• "Account Provider" means a regulated banking partner or financial institution through which HEVN facilitates access to deposit accounts, cards, and other financial products, including regulated U.S. banking partners where services are provided through regulated payment service providers. The identity of the applicable Account Provider is disclosed during onboarding and in account-specific documentation.
• "AI Assistant" means HEVN's artificial intelligence-enabled operational assistant, powered by third-party large language models, that may help users with banking operations, document preparation, compliance workflows, and general information.
• "Authorized User" means any individual you designate to access or manage your Account on your behalf.
• "Business Day" means a day other than a Saturday, Sunday, or public holiday in the jurisdiction of the applicable Contracting Entity or relevant Account Provider.
• "Contracting Entity" means HEVN Inc. or HVN Software Limited, as determined under Section 1 and identified during onboarding or in applicable account-specific documentation.
• "Company Information" means all business data, personal data, and documentation you provide to us in connection with opening or maintaining your Account.
• "Digital Assets" means blockchain-based digital tokens, including Stablecoins (such as USDC), cryptocurrencies, and other digital representations of value recorded on a distributed ledger.
• "Non-Custodial Smart Contract Wallet" means a blockchain-based smart contract wallet in which Digital Assets are stored and controlled exclusively by the user through cryptographic authentication. HEVN does not hold private keys to, and does not have independent access to, Non-Custodial Smart Contract Wallets.
• "PassKey" means the cryptographic authentication credential (based on the WebAuthn/FIDO2 standard) used by the user to authorize transactions at the smart contract level.
• "Stablecoins" means Digital Assets designed to maintain a stable value relative to a reference currency (e.g., USD). Stablecoins are issued by third-party issuers and are not issued, guaranteed, or redeemed by HEVN.
• "Services" means all technology products, features, and services made available through the Platform, including Digital Asset wallet services, technology interfaces to account services provided by Account Providers and licensed MSB partners, treasury management tools, and the AI Assistant.
• "HEVN Entities" means HEVN Inc. and HVN Software Limited, which are separate affiliated companies operating under the HEVN brand.

3. Eligibility

By using the Platform and agreeing to this Agreement, you represent and warrant that:

• You are a legally registered business entity or a sole proprietor operating a legitimate business
• The individual accepting this Agreement is at least 18 years of age and has the legal authority to bind the entity to this Agreement
• You have the legal capacity to enter into a binding contract with HEVN
• You will only use the Services for lawful business purposes and in compliance with all applicable laws and regulations
• You have not previously had an account with HEVN that was terminated for violation of this Agreement

Business Representations

You represent and warrant on an ongoing basis that you are duly organized, validly existing, and in good standing where applicable; have all authority, registrations, licenses, and approvals necessary to operate your business, enter into this Agreement, and use the Services; and have authorized the Control Person and each Authorized User to act within the permissions assigned to them.

You further represent and warrant that all Company Information and personal data supplied by or on your behalf is complete, accurate, current, and lawfully provided with all necessary notices, consents, and authorizations; the funds and Digital Assets used with the Services are derived from lawful activities; and, unless HEVN has given prior written approval, you use the Services only in your own name, for your own legitimate commercial benefit, and with financial accounts and Non-Custodial Smart Contract Wallets owned or lawfully controlled by you.

HEVN reserves the right to deny service, close accounts, or restrict access to the Services at our sole discretion.

Jurisdiction Restrictions

The Services are not available to individuals or entities located in, organized under the laws of, or residents of jurisdictions subject to comprehensive sanctions by the United States (OFAC), the European Union, the United Nations, or other applicable sanctions regimes. See our Restricted Categories for current public eligibility guidance.

4. Account Opening and Verification

To open an Account, you are required to provide comprehensive Company Information as determined by us and our Account Providers. This includes, but is not limited to, corporate registration documents, beneficial ownership information, identity documents of directors and authorized signatories, and financial information.

We provide Company Information to our Account Providers and third-party service providers to conduct identity verification (KYC), business verification (KYB), anti-money laundering (AML) screening, sanctions checks, and to determine your eligibility for our Services.

You are responsible for ensuring that all Company Information is current, complete, and accurate at all times.

Verification Data Handling

By initiating the account opening process, you authorize HEVN to transmit Company Information to regulated third-party verification providers for the purpose of completing KYB/KYC verification. For full details, see our Privacy Policy.

5. Account Management

You must designate at least one authorized representative ("Control Person") to manage your Account during the application process. The Control Person is authorized to conduct various activities including managing users, requesting cards, initiating transactions, and updating Company Information.

You are fully responsible for all actions taken on your Account. You must:

• Report any suspected unauthorized access or security breaches to HEVN without undue delay at [email protected]
• Ensure that all Authorized Users comply with this Agreement

User Responsibility

You are responsible for safeguarding your authentication credentials, PassKeys, API keys, email accounts, devices, and access mechanisms; maintaining current contact information; and enabling security features made available for your Account. We recommend enabling all available recovery options during onboarding to ensure continued access to your Account.

Authorized Users and Instructions

The Control Person may designate Authorized Users, assign or limit their permissions, and revoke their access. You are responsible for reviewing these permissions and promptly removing access when it is no longer appropriate. Each Authorized User must use their own credentials and may not share credentials or access mechanisms.

You authorize HEVN and the applicable Account Providers to rely on instructions submitted through your Account using the credentials, PassKeys, API keys, or other access mechanisms assigned to you or your Authorized Users. Subject to any permissions and controls implemented by the Platform or your Non-Custodial Smart Contract Wallet, such instructions and resulting transactions will be treated as authorized by and binding on you. You are responsible for the acts and omissions of the Control Person and all Authorized Users and for losses resulting from their actions or from access obtained through credentials or access mechanisms under your control, except to the extent directly caused by HEVN's gross negligence or willful misconduct.

You must notify HEVN without undue delay if an Authorized User's authority changes or if you suspect that any credential, PassKey, API key, device, or access mechanism has been compromised. HEVN may rely on instructions received before it has had a reasonable opportunity to act on your notice.

Ongoing Due Diligence

Account opening and verification obligations continue throughout your use of the Services. You must notify HEVN as soon as reasonably practicable, and in no event later than ten (10) Business Days after becoming aware, of any material change to your Company Information, including changes to your legal name, ownership or beneficial ownership, directors, Control Person, Authorized Users, business activities, licenses, registrations, operating jurisdictions, source of funds, financial condition, or expected transaction activity.

Upon request, you must provide updated, complete, accurate, and timely information and supporting documents reasonably required by HEVN or an Account Provider for KYC, KYB, AML, sanctions, fraud-prevention, risk-management, tax, audit, or other legal or regulatory purposes. HEVN or an Account Provider may review your continued eligibility for the Services and may impose limits or suspend or terminate affected Services if required information is not provided or cannot be satisfactorily verified.

If you link a bank account, payment account, Digital Asset address, or Non-Custodial Smart Contract Wallet to the Services, you represent that it is held in your name or lawfully controlled by you. You authorize HEVN, the applicable Account Providers, and their verification providers to make inquiries and perform checks reasonably necessary to verify your identity, authority, and the ownership or control of the linked account, address, or wallet.

Account Recovery and Succession

HEVN provides optional recovery features to help you maintain access to your Account and Digital Assets. These include the ability to designate a third-party recovery guardian at the smart contract level. We recommend enabling recovery options and establishing appropriate succession and contingency plans for your business accounts.

6. Services

HEVN provides a technology platform that connects you to regulated financial products and Digital Asset wallet infrastructure. Our Services may include:

• Digital Asset wallet services
• Multi-currency business accounts with dedicated IBAN numbers
• International payments via SWIFT, SEPA, ACH, Wire, and Stablecoin settlement rails
• Corporate card issuance (virtual and physical) with expense management controls
• Currency exchange and treasury management tools
• Additional financial products and features as introduced from time to time

Your Contracting Entity may use the other HEVN Entity to provide software development, technology infrastructure, customer support, compliance operations, payment operations, data processing, and other support services. This does not change your Contracting Entity or make the other HEVN Entity a party to this Agreement unless expressly stated in account-specific documentation. Each HEVN Entity is a separate legal person and is responsible only for obligations it expressly assumes.

Except for the limited agency expressly described in the Use of Conduit Services section, nothing in this Agreement creates a fiduciary, trustee, advisory, partnership, joint-venture, or employment relationship between you and HEVN. HEVN does not provide legal, tax, accounting, investment, compliance, or other professional advice, and information made available through the Platform should not be treated as such advice.

Digital Asset Wallet Services and Non-Custody

HEVN provides smart contract-based Digital Asset wallet infrastructure. User Digital Assets are maintained in Non-Custodial Smart Contract Wallets deployed on public blockchain networks.

HEVN does not hold private keys, does not have unilateral or joint control over user Digital Assets, and cannot independently initiate, authorize, or execute transactions.

You retain exclusive control of your private keys, PassKeys, and Digital Assets at all times. HEVN does not take custody of customer funds, hold customer deposits, or issue banking services under its own licenses.

Digital Asset and Network Risks

Digital Assets and the blockchain networks on which they operate may be affected by volatility, protocol defects, congestion, outages, cyberattacks, governance decisions, regulatory action, forks, airdrops, or other changes outside HEVN's control. HEVN does not control whether a blockchain network, Digital Asset issuer, liquidity provider, conversion provider, or other third party will continue to support a particular asset, network, conversion, or transaction type. Availability, pricing, settlement time, and the ability to initiate or complete a transaction may therefore change or be interrupted without notice.

HEVN is not required to support any forked asset, airdrop, network upgrade, or protocol change. You are responsible for evaluating the legal, technical, and financial risks of each Digital Asset and network before authorizing a transaction.

Fiat Conversion and Third-Party Settlement

When converting USDC or other Digital Assets into fiat currency, users authorize transfers directly from their Non-Custodial Smart Contract Wallet to regulated third-party conversion providers. HEVN facilitates these conversions as a technology provider but does not act as principal, counterparty, custodian, or settlement intermediary.

Fiat conversion services are provided by Swipelux. By using fiat conversion features, you also agree to the Swipelux Terms of Service.

Depending on the product, account structure, payment flow, and user eligibility, Fiat funds deposited through HEVN may be held as deposits with the applicable Account Provider through Conduit Technology, Inc. or converted into USDC or other supported Digital Assets held in your Non-Custodial Smart Contract Wallet. The applicable provider and arrangement are disclosed during onboarding and in the account-specific terms.

Banking and Payment Services

IBAN accounts, ACH, Wire, SEPA transfers, and corporate card products are provided by regulated third-party financial institutions. HEVN acts solely as a technology interface and does not hold deposits.

Payment processing, compliance review, transaction monitoring, sanctions screening, and other regulated obligations are performed by our regulated partner institutions where required, including licensed banks and licensed MSB partners. The partner responsible for processing a transaction may vary based on the payment method, destination, currency, Digital Asset rail, risk review, and applicable legal requirements.

HEVN is not a bank or an FDIC-insured depository institution. Where applicable, banking services are provided through regulated payment service providers and their banking partners. The identity of the applicable Account Provider and the account structure are disclosed during onboarding and in account-specific terms. FDIC deposit insurance may apply only to eligible Fiat deposits and depends on the Account Provider, account structure, applicable limits, and satisfaction of all deposit-insurance and pass-through requirements. FDIC insurance protects only against the failure of the applicable insured depository institution. It does not protect against the failure of HEVN or Conduit Technology, Inc. or against losses involving Digital Assets.

Digital Assets are not bank deposits or legal tender, are not insured by the FDIC, SIPC, or any other governmental authority, and may lose value. Digital Asset transactions may be irreversible. HEVN does not guarantee the value, redemption, or reserve sufficiency of any Digital Asset.

Use of Conduit Services

Certain Services are provided through regulated payment service providers, including Conduit Technology, Inc., a Delaware corporation registered with the U.S. Department of the Treasury's Financial Crimes Enforcement Network (FinCEN) as a Money Services Business (MSB), its affiliates, and their financial-institution and asset-provider partners (collectively, "Conduit"). Conduit Technology, Inc. is a financial technology company, not a bank; banking services made available through it are provided by third-party banking partners. The following documents, as applicable to the Services you use, are incorporated into and form part of these Terms: Conduit's (i) General Terms & Conditions and Addendums, (ii) Money Transmission Agreement and its Terms and Conditions, (iii) Terms and Conditions of Service, and (iv) Privacy Policy (collectively, the "Conduit Terms").

By physically or electronically signing or otherwise affirmatively accepting these Terms, you acknowledge and agree that, before accepting these Terms: (a) the hyperlinks to the Conduit Terms were presented to you conspicuously; (b) you clicked, accessed, received, or were otherwise provided the Conduit Terms; (c) you had a reasonable opportunity to read, download, retain, and review them; (d) you understand that the Conduit Terms are legally binding and incorporated into these Terms; and (e) you agree to be bound by and comply with the Conduit Terms to the extent applicable to you and the Services you use. If you do not agree to the Conduit Terms, you may not use the applicable Services.

You authorize us, as your agent and attorney-in-fact, and authorize Conduit, to open and administer accounts, process payment orders, and hold, purchase, exchange, transfer, sell, receive, or otherwise transact in assets to provide the Services. This authorization is coupled with an interest and irrevocable while you use the Services. You must comply with applicable law; may transact only for your own legitimate commercial benefit; may not conduct unauthorized or illegal transactions or transact with prohibited persons, countries, or industries; must protect information, credentials, and access; and must provide complete, accurate, and timely information. We, Conduit, and applicable asset providers may impose transaction limits, refuse transactions, or restrict, suspend, or terminate Services. You are jointly and severally liable with us to Conduit and its asset providers for your failure to comply with these requirements.

Where Conduit accepts a payment as our agent, you are the payor, we are the payee, Conduit is authorized to accept payment for us, and Conduit's receipt of your payment satisfies your payment obligation to us, including if Conduit fails to remit that payment to us.

Payment Instructions and Transaction Errors

You are responsible for reviewing the recipient, account or wallet address, blockchain network, amount, asset, currency, payment reference, and other transaction details before submitting or authorizing a payment instruction. HEVN and applicable Account Providers may rely on the information and instructions submitted through your Account and are not required to independently verify their accuracy or the identity of the intended recipient.

Once submitted, a payment instruction may be final, irreversible, or subject to the rules and cut-off times of the applicable Account Provider, payment network, blockchain network, or asset provider. A request to cancel, recall, amend, or recover a transaction is not guaranteed to succeed. You are responsible for losses, fees, exchange-rate differences, and recovery costs resulting from inaccurate or incomplete instructions, except to the extent directly caused by HEVN's gross negligence or willful misconduct.

Requests for Information, Transaction Reviews, and Service Restrictions

HEVN, an Account Provider, banking partner, payment provider, payment network, regulatory authority, or other authorized institution may request information or documentation concerning any Account, counterparty, payment, conversion, deposit, withdrawal, or other transaction at any time, including before, during, or after processing (a "Request for Information" or "RFI").

An RFI may be issued for compliance review, transaction monitoring, fraud prevention, sanctions screening, source-of-funds or source-of-wealth verification, investigation of unusual activity, verification of a payment's commercial purpose or counterparty, or satisfaction of applicable legal, regulatory, banking, and payment-network requirements.

Customer Cooperation

You must provide a complete, accurate, current, and non-misleading response within the deadline stated in the RFI. Requested information may include:

• Invoices, contracts, purchase orders, and statements of work
• Evidence of delivery or acceptance of goods or services
• Sender and beneficiary identification
• Counterparty ownership and business information
• The payment purpose and an explanation of the commercial relationship
• Source-of-funds and source-of-wealth evidence
• Bank statements and payment confirmations
• Licenses, registrations, tax records, or corporate documents
• Communications confirming payment authorization or commercial intent
• Any other information reasonably required for the applicable review

Documents must be genuine, complete, legible, unaltered, and consistent with the relevant transaction. You must promptly explain any discrepancy in names, amounts, currencies, dates, counterparties, account details, or payment descriptions. If relevant evidence is held by a sender, beneficiary, shareholder, customer, supplier, or other third party, you must use reasonable efforts to obtain and provide it.

Failure to Satisfy an RFI

If you do not provide a complete and satisfactory response within the applicable deadline, HEVN may immediately:

• Suspend your Account
• Disable or close access to all fiat accounts, payment methods, and fiat payment rails (collectively, "Fiat Services")
• Prevent new fiat deposits, withdrawals, conversions, and transfers
• Suspend or decline the processing of new transactions
• Restrict affected features or payment methods
• Terminate your Account where the failure is material, repeated, or required by an Account Provider or applicable law

A suspension or restriction may remain in effect until the RFI has been resolved to the satisfaction of the relevant Account Provider. Submission of documents does not guarantee that access will be restored or that a transaction will be approved. Restrictions on Fiat Services do not authorize HEVN to transfer Digital Assets from a Non-Custodial Smart Contract Wallet without your authorization.

Pending Transactions

While an RFI or transaction review remains open, a pending transaction may, at the sole discretion of the relevant Account Provider and subject to applicable law and payment-network rules:

• Remain pending or be placed on hold
• Be frozen or restricted from further processing
• Be rejected or canceled
• Require additional information
• Be returned to the originating account or sender
• Be reported to an appropriate authority where legally required

HEVN does not control the Account Provider's review timeline or final decision and cannot guarantee that a pending transaction will be completed, released, or returned by a particular date. HEVN or the Account Provider may be legally or contractually prohibited from disclosing the reason for a review, restriction, report, or decision.

You remain responsible for applicable third-party fees, network fees, return fees, and exchange-rate differences resulting from a rejected or returned transaction, except to the extent directly caused by HEVN's gross negligence or willful misconduct. Suspension, restriction, return, or termination does not release you from any existing reimbursement, RFI, recall, reconciliation, or indemnification obligation. These obligations survive suspension or termination of your Account.

Payment Recalls, RFI Reviews, Reversals, and Customer Reimbursement

A "Recall Request" means any request by a sender, originating bank, intermediary bank, payment network, Account Provider, governmental authority, or other authorized party to recall, cancel, reverse, return, freeze, or investigate an incoming fiat payment.

A Recall Request may arise from alleged fraud, mistake, duplicate payment, unauthorized activity, incorrect payment details, a commercial dispute, compliance concerns, sanctions screening, source-of-funds concerns, or any other reason permitted under applicable law, payment-network rules, or the Account Provider's terms.

Customer Obligations Following a Recall Request

If a Recall Request relates to a payment for which HEVN or an Account Provider has already credited value, completed a conversion, delivered Digital Assets, or otherwise made funds available to you, you must, within the deadline stated in HEVN's notice:

1. Voluntarily return the corresponding Digital Assets or other value; or
2. If the Account Provider permits the Recall Request to be reviewed or contested, provide a complete and accurate response to the applicable RFI.

Submission of an RFI does not suspend or cancel a Recall Request unless HEVN or the Account Provider confirms this in writing.

Recall RFI Requirements

In addition to the general RFI requirements above, you must provide all information reasonably requested to establish the sender's intention and authorization, the source of the payment, the lawful commercial purpose of the transaction, your relationship with the sender, and the delivery of the relevant goods or services. This may include invoices, executed agreements, purchase orders, delivery and acceptance records, correspondence, bank statements, payment confirmations, and evidence concerning any cancellation, refund, dispute, or prior settlement.

You must not conceal material information or submit false, misleading, fabricated, altered, or inconsistent evidence. If relevant evidence is held by the sender or another counterparty, you must use reasonable efforts to obtain it promptly.

Account Provider Decision

The relevant Account Provider has sole authority, subject to applicable law and payment-network rules, to determine whether the underlying fiat payment will remain credited, be restricted, or be returned. HEVN may facilitate communications and submit information on your behalf, but does not control the Account Provider's decision, cannot guarantee that an RFI will prevent a return, and is not required to adjudicate the underlying commercial dispute.

An Account Provider's decision determines the operational settlement of the affected payment but does not necessarily determine the ultimate contractual rights between you and the sender. You may pursue a separate claim against the sender at your own expense, but such a claim does not suspend your reimbursement obligation to HEVN.

Mandatory Reimbursement After a Completed Return

If the Account Provider determines that the underlying fiat payment must be returned, or confirms that it has already returned, debited, or otherwise reversed the funds, you must reimburse HEVN for the corresponding value specified in HEVN's written notice.

You must make reimbursement even if:

• You disagree with the Recall Request
• You believe the original payment was authorized or commercially valid
• Goods or services have already been supplied
• You have a separate claim against the sender
• You submitted an RFI
• The corresponding Digital Assets have already been transferred, converted, withdrawn, or otherwise used

Unless a shorter period is required by the Account Provider or applicable law, reimbursement must be completed within two Business Days after HEVN's written notice of the Account Provider's decision.

Reimbursement Amount

The amount due may include:

• The Digital Assets or other value actually delivered to or made available for your benefit in connection with the recalled payment
• Documented bank, payment-network, blockchain-network, conversion, and return fees
• Exchange-rate differences reasonably incurred in restoring the returned funds
• Reasonable documented recovery and reconciliation costs

HEVN will deduct any amount already recovered and will not recover more than its actual loss and documented costs. If reimbursement is required in an asset or currency different from the value originally delivered, HEVN's notice will identify the exchange-rate source and calculation time.

Return Notice and Instructions

HEVN's written notice will identify:

• The affected payment and transaction reference
• The sender and original payment amount
• The Account Provider's recall or return status
• The amount and asset to be returned
• The blockchain network or payment method
• The designated return wallet or account
• The applicable deadline and any required payment reference

You must verify the asset, network, and return address before transferring funds and provide the transaction hash or payment confirmation immediately after completion.

Protective Measures and Continuing Cooperation

While a Recall Request or reimbursement obligation remains unresolved, HEVN may, to the extent permitted by applicable law, suspend conversions, withdrawals, payments, or access to affected Services; refuse to process additional transactions; apply an administrative hold to available credits; offset an undisputed amount against funds or credits otherwise payable to you; or terminate your Account for material non-compliance.

HEVN cannot transfer assets from a Non-Custodial Smart Contract Wallet without your authorization. You nevertheless remain contractually responsible for completing the required return and must continue cooperating if an Account Provider, payment network, regulator, or law-enforcement authority requests additional information.

If the Account Provider subsequently reverses its return decision and HEVN recovers the funds, HEVN will credit or return the corresponding recovered amount to you, less documented third-party costs that are not recoverable. These obligations survive suspension or termination of your Account and do not apply to the extent that a loss was directly caused by HEVN's gross negligence or willful misconduct or where prohibited by applicable law.

7. AI Assistant

HEVN's AI Assistant is powered by third-party large language models (LLMs) and is designed to assist with banking operations, document preparation, compliance workflows, and general information.

AI-generated responses may be inaccurate, incomplete, outdated, or inappropriate for your specific circumstances. The AI Assistant may generate incorrect information, sometimes called hallucinations, and should not be relied upon as the sole source of truth.

You are solely responsible for reviewing and verifying all AI-generated content before relying on it or taking any action. Any payments, contracts, compliance submissions, account instructions, or other sensitive actions initiated with AI assistance remain subject to your review and approval.

HEVN does not guarantee the accuracy, completeness, timeliness, or suitability of AI-generated outputs and disclaims liability for decisions made based on such outputs to the fullest extent permitted by applicable law.

8. Fees and Charges

You agree to pay all applicable fees and charges associated with your use of the Services. Fees may include, but are not limited to:

• Monthly account maintenance fees
• Transaction and payment processing fees
• Card issuance and usage fees
• Currency exchange fees
• Other fees for premium features or add-on services

Fees are charged or invoiced by your Contracting Entity unless an invoice, order form, or product-specific term identifies a different payee. Payment to the payee identified in the applicable invoice or payment instruction satisfies your corresponding payment obligation to the extent of the amount received.

We reserve the right to modify our fee schedule with at least thirty (30) days' prior notice.

Payment of Fees and Amounts Due

You authorize HEVN to collect applicable fees, charges, taxes, reimbursements, and other amounts due under this Agreement from your Non-Custodial Smart Contract Wallet only where you or an Authorized User has affirmatively established or approved a smart-contract authorization for that purpose. Any automated collection must remain within the scope, asset permissions, per-transaction limits, aggregate spend limits, time periods, and other controls recorded in or enforced by your Non-Custodial Smart Contract Wallet. HEVN cannot collect an amount exceeding or outside that authorization and does not obtain custody of or independent control over your Digital Assets as a result of the authorization.

If an authorized automated collection cannot be completed, including because the authorization is absent, expired, revoked, insufficient, outside an applicable spend limit, incompatible with the amount or asset due, or because the wallet has an insufficient balance, HEVN may issue an invoice for the unpaid amount. You must pay the invoice in full using the payment method and by the due date specified in the invoice. Revoking or reducing a smart-contract authorization does not cancel or reduce any fee, reimbursement, or other payment obligation already incurred.

You are also responsible for applicable third-party, banking, payment-network, blockchain-network, correspondent, intermediary, conversion, return, and recovery fees, and for applicable taxes, unless expressly stated otherwise or directly caused by HEVN's gross negligence or willful misconduct.

Tax Reporting

You are solely responsible for determining and fulfilling your tax obligations arising from your use of the Services. HEVN and/or its Account Providers may be required to report certain transaction information to tax authorities as required by applicable law.

9. Prohibited Activities

You may not use the Platform or Services for any illegal, harmful, or unauthorized purpose. Prohibited activities include, but are not limited to:

• Money laundering, terrorist financing, or any activity that violates applicable AML/CTF laws
• Transactions involving sanctioned individuals, entities, or jurisdictions
• Fraud, deception, or providing false or misleading information
• Activities involving ammunition, firearms, weapons, explosives, military equipment, or related munitions, including their manufacture, sale, distribution, financing, or facilitation
• Using the Account for personal, family, or household purposes unrelated to your business
• Using the Services on behalf of unaffiliated third parties without prior written consent
• Attempting to gain unauthorized access to the Platform or other users' accounts
• Reverse engineering, decompiling, or disassembling any software used in the Services
• Using automated tools (bots, scrapers, spiders) without express written permission
• Circumventing, disabling, or interfering with security features
• Impersonating any person or entity or misrepresenting your affiliation

See our Restricted Categories for additional country, industry, PEP, sanctions, illegal-activity, and C2B payment guidance. That guidance supplements this Agreement and does not limit the prohibitions above.

10. Privacy and Data

Your privacy is important to us. Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into this Agreement by reference.

By using the Services, you acknowledge the collection and use of your information as described in our Privacy Policy.

You acknowledge that the HEVN Entities may share personal and business information with each other where reasonably necessary to provide the Services, administer your Account, provide support, prevent fraud, comply with law, and manage the relationship with Account Providers. International transfers are handled as described in the Privacy Policy.

11. Intellectual Property

All aspects of the Platform, including all content, software, designs, text, graphics, logos, icons, images, audio, video, and data (collectively, the "Materials"), are owned by HEVN or our licensors and are protected by applicable intellectual property laws.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal business purposes in connection with the Services.

12. Third-Party Services and Links

Our Platform may contain links to or integrate with third-party websites, applications, or services. We do not control and are not responsible for the content, privacy practices, or terms of any third-party services. Your use of third-party services is at your own risk.

If you authorize a third-party application, service provider, integration, recovery guardian, or other person to connect to your Account or act on your behalf, you remain responsible for the permissions granted and for that third party's actions and omissions within the authorized scope. You must review and revoke permissions that are no longer required. HEVN is not responsible for losses caused by a third party you authorized, except to the extent directly caused by HEVN's gross negligence or willful misconduct.

13. Electronic Communications

You agree to receive communications from us electronically, including notices, agreements, disclosures, and other communications delivered via email, in-app notifications, or through the Platform. You agree that all electronic communications satisfy any legal requirement that such communications be in writing.

You consent to entering into agreements and executing records electronically. Your electronic acceptance, signature, PassKey authorization, or other affirmative electronic action has the same legal effect as a handwritten signature to the fullest extent permitted by applicable law. You are responsible for maintaining the hardware, software, internet access, and current contact information reasonably necessary to receive, download, and retain electronic communications and records.

14. Modifications to Platform and Services

We reserve the right to modify, suspend, or discontinue features of the Platform or Services. For changes that materially affect your use of the Services, we will provide at least thirty (30) days' advance notice where practicable.

If your jurisdiction, place of incorporation, product eligibility, or applicable legal or regulatory requirements change, we may propose changing your Contracting Entity. Any transfer of this Agreement to another HEVN Entity will be made in accordance with the Assignment provision below and, where required by law, will be subject to notice or your consent. Your current Contracting Entity remains responsible until the transfer becomes effective.

15. Term and Termination

Termination by You: You may terminate this Agreement at any time by closing your Account and discontinuing all use of the Services, subject to settling all outstanding obligations and fees. To close your Account, contact us at [email protected].

Termination by HEVN: We may terminate your Account with thirty (30) days' prior written notice. We may suspend or terminate your Account immediately where required by applicable law, in cases of suspected fraud, or breach of this Agreement.

Digital Assets Upon Termination: Your Digital Assets remain yours. Because HEVN does not hold private keys or custody Digital Assets, termination of your Account does not affect your ability to access Digital Assets held in your Non-Custodial Smart Contract Wallet directly on the blockchain.

Unclaimed Fiat Funds: Digital Assets in your Non-Custodial Smart Contract Wallet are not held by HEVN and are not subject to remittance by HEVN as unclaimed property. Fiat funds or other property held by an Account Provider may, however, be reported and transferred to the applicable governmental authority as unclaimed property if the Account Provider cannot contact you or your Account remains inactive for the period prescribed by law. You are responsible for keeping your contact information current and responding to notices concerning inactive accounts.

16. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless your Contracting Entity, the other HEVN Entity, and their respective affiliates, partners, officers, directors, employees, agents, contractors, and licensors from and against any and all claims, losses, liabilities, damages, costs, and expenses arising from or related to:

• Your use of or access to the Services
• Your breach of this Agreement or any representation or warranty herein
• Your violation of any applicable law or regulation
• Your violation of any third-party rights
• Any transaction or activity conducted through your Account, except to the extent directly caused by HEVN's gross negligence or willful misconduct
• Your failure to comply with the Requests for Information, Transaction Reviews, and Service Restrictions provisions or the Payment Recalls, RFI Reviews, Reversals, and Customer Reimbursement provisions of this Agreement

17. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEVN DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

HEVN DOES NOT WARRANT THAT THE SERVICES, BLOCKCHAIN NETWORKS, CONVERSION PROVIDERS, OR BANKING PARTNERS WILL BE AVAILABLE ON AN UNINTERRUPTED, ERROR-FREE, OR SECURE BASIS.

DIGITAL ASSETS ARE NOT BANK DEPOSITS AND ARE NOT INSURED BY THE FDIC OR ANY GOVERNMENTAL AUTHORITY. HEVN DOES NOT PROVIDE DEPOSIT INSURANCE, CUSTODIAL INSURANCE, OR PROTECTION AGAINST LOSS.

18. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER HEVN ENTITY OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES.

IF YOUR CONTRACTING ENTITY IS FOUND LIABLE, ITS TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO YOUR CONTRACTING ENTITY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) US$5,000. NO OTHER HEVN ENTITY ASSUMES JOINT OR SEVERAL LIABILITY MERELY BECAUSE IT SUPPORTS THE SERVICES.

19. Mandatory Arbitration and Class Action Waiver

Arbitration Agreement: Any dispute, claim, or controversy arising from or relating to this Agreement or the Services shall be resolved through binding arbitration, rather than in court, except that either party may seek injunctive or equitable relief to protect intellectual property rights.

If your Contracting Entity is HEVN Inc., arbitration will be conducted before a single arbitrator administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The seat of arbitration will be Wilmington, Delaware, United States, the proceedings will be conducted in English, and the arbitrator will apply the substantive laws of the State of Delaware.

If your Contracting Entity is HVN Software Limited, arbitration will be administered by the Hong Kong International Arbitration Centre ("HKIAC") under the HKIAC Administered Arbitration Rules in force when the arbitration is commenced. The seat of arbitration will be Hong Kong, the tribunal will consist of one arbitrator, and the proceedings will be conducted in English. The tribunal will apply the substantive laws of Hong Kong.

Class Action Waiver: You agree that any arbitration or legal proceeding shall be conducted solely on an individual basis. You waive any right to participate in a class action, class arbitration, or any other representative proceeding.

20. Force Majeure

HEVN shall not be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure results from causes beyond our reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, government actions, internet or infrastructure outages, cyberattacks, epidemics or pandemics, blockchain network disruptions, or any other event beyond our reasonable control.

21. General Provisions

Governing Law: If your Contracting Entity is HEVN Inc., this Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. If your Contracting Entity is HVN Software Limited, this Agreement is governed by the laws of Hong Kong, without regard to its conflict-of-laws principles. Mandatory laws that cannot lawfully be excluded remain applicable.

Severability: If any provision of this Agreement is held to be unlawful, void, or unenforceable, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.

No Waiver: No failure or delay by HEVN in exercising any right under this Agreement shall constitute a waiver of that right.

Assignment: You may not assign your rights or obligations under this Agreement without our prior written consent. Your Contracting Entity may assign or transfer this Agreement to the other HEVN Entity or in connection with a merger, reorganization, financing, sale of business or assets, or change required by law, regulation, or an Account Provider. We will provide advance notice where the transfer materially affects your rights and will obtain consent where required by applicable law.

Entire Agreement: This Agreement, together with our Privacy Policy and any other terms referenced herein, constitutes the entire agreement between you and HEVN with respect to the Services.

Survival: Provisions that by their nature should continue after suspension, closure of your Account, or termination of this Agreement will survive, including accrued payment obligations and provisions concerning ownership, confidentiality, indemnification, limitations of liability, dispute resolution, and any obligations expressly stated to survive.

Precedence of Terms Over Smart Contract Code: In the event of any conflict between the terms of this Agreement and the behavior of any smart contract or software, the terms of this Agreement shall prevail.

22. Contact Information

If you have any questions about this Agreement or our Services, contact your Contracting Entity: