Termos de Uso para Empresas

Effective date

August 20, 2026

Last updated

August 20, 2026

These Business Terms of Service (the “Terms” or “Agreement”) are a legally binding agreement between Trepzy, Inc., a Delaware corporation with a notice address at 131 Continental Drive, Suite 305, Newark, Delaware 19713, United States (“Trepzy,” “we,” “us,” or “our”), and the business or other legal entity that registers for, accesses, or uses the Services (“you,” “your,” “Business,” “Merchant,” “Supplier,” or “Platform,” as applicable).

These Terms govern your business use of Trepzy’s websites, applications, dashboards, checkout experiences, payment and billing products, Merchant of Record services, financial technology products, Global Account interfaces, cards, APIs, SDKs, developer tools, artificial-intelligence features, and other products or services that reference these Terms.

These Terms do not govern an individual’s purchase of a Product from Trepzy as an end customer. A purchase made by an end customer in a Merchant of Record Transaction is governed by Trepzy’s applicable Buyer Terms and any compatible Product Terms.

By creating an Account, clicking to accept these Terms, accepting a Product Disclosure or Partner Terms, executing an Order Form that incorporates these Terms, accessing the Services, or submitting a Transaction, you agree to this Agreement.

If you accept these Terms for an entity, you represent that you are authorized to bind that entity.

If you do not agree, you may not use the Services.

PART I — GENERAL TERMS

1. AGREEMENT STRUCTURE

1.1 Agreement Components

Your agreement with Trepzy may include:

1. these Terms;
2. an Order Form, pricing schedule, proposal, or other written commercial agreement;
3. one or more Product Disclosures;
4. applicable Financial Partner terms;
5. Trepzy’s Acceptable Use or Restricted Business Policy;
6. Trepzy’s Privacy Policy;
7. an applicable Data Processing Addendum;
8. Cardholder, account, custody, stablecoin, payment-method, or regional terms;
9. Documentation; and
10. any other terms expressly incorporated by reference.

Together, those materials form the “Agreement.”

1.2 Product Disclosures

Before Trepzy activates a regulated or materially distinct financial product, Trepzy will make available a Product Disclosure identifying, as applicable:

• the Service being activated;
• Trepzy’s legal and operational role;
• the Financial Partner or other regulated provider;
• the jurisdiction and regulated entity providing the Service;
• the legal classification of the applicable balance or entitlement;
• whether funds or assets are held in custody, safeguarded, segregated, pooled, or reflected only as a commercial payable or ledger entry;
• whether any deposit-insurance, compensation, safeguarding, or similar protection applies, and the conditions of that protection;
• applicable Partner Terms;
• material Fees, spreads, and network costs;
• supported countries, currencies, assets, networks, and Transaction types;
• material settlement, finality, reversal, and redemption rules;
• applicable complaint and error-resolution procedures; and
• other legally required disclosures.

The Product Disclosure is part of this Agreement.

Trepzy may record and retain the version you accepted, the date of acceptance, the person or credential used to accept it, and related evidence.

A Service requiring a Product Disclosure is not available merely because it appears in a dashboard, API schema, Documentation, marketing page, sandbox, or aggregate balance display.

1.3 Financial Partner Terms

Certain Services require a direct agreement between you and a Financial Partner.

You authorize Trepzy to present, facilitate acceptance of, and retain evidence concerning those terms.

Where a Financial Partner provides a regulated Service directly to you, its terms govern that regulated Service.

Trepzy does not have authority to modify a Financial Partner’s terms unless expressly authorized.

1.4 Order of Precedence

In the event of a conflict, the following order applies:

1. mandatory Applicable Law;
2. Financial Partner terms for a regulated Service provided directly by that Financial Partner;
3. a separately executed agreement or Order Form that expressly overrides another provision;
4. the applicable Product Disclosure;
5. applicable service-specific or regional terms in this Agreement;
6. these general Terms;
7. applicable policies; and
8. Documentation.

A more specific provision controls over a more general provision concerning the same subject.

1.5 Business Use

Unless a Product Disclosure expressly states otherwise, the Services are offered only for legitimate commercial and business purposes.

You may not use a Business Account primarily for personal, family, or household purposes.

1.6 Languages

Trepzy may provide translated versions of this Agreement.

Unless mandatory Applicable Law requires otherwise, the English version controls if a translation conflicts with it.

2. DEFINITIONS

For purposes of this Agreement:

“Account” means the Trepzy account through which you access or use the Services.

“Applicable Law” means any law, regulation, regulatory requirement, court order, sanctions requirement, binding rule, card-network rule, payment-method rule, financial-market rule, or other legal obligation applicable to a party, Service, Product, or Transaction.

“Authorized User” means an employee, contractor, officer, administrator, representative, Cardholder, agent, or other person whom you authorize to access or use your Account.

“Buyer” means an end customer that purchases or attempts to purchase a Product through Trepzy Payments.

“Buyer Terms” means Trepzy’s terms governing a Buyer’s purchase from Trepzy in an MoR Transaction.

“Card” means a physical or virtual commercial payment card made available through the Services and issued by an applicable Financial Partner.

“Chargeback” or “Dispute” means a payment dispute, inquiry, retrieval, reversal, return, unauthorized-payment allegation, card-network dispute, bank return, direct-debit return, ACH return, or similar challenge concerning a Transaction.

“Connected Account” means an Account, account holder, seller, sub-merchant, service provider, or other person connected to a Platform for purposes of using the Services.

“Connected Seller” means a third-party seller, supplier, contractor, creator, developer, service provider, or other person whose Products or Transactions a Platform seeks to support through Trepzy.

“Digital Asset” means a stablecoin, virtual asset, crypto-asset, token, or other blockchain-based representation of value supported by a Service.

“Documentation” means Trepzy’s then-current technical documentation, implementation instructions, operating guidance, API documentation, product specifications, and support materials.

“Fees” means amounts payable to Trepzy or an applicable Financial Partner in connection with the Services.

“Finance Services” means Trepzy Finance and related functionality, including Global Account interfaces, receiving functionality, bank or payment-account details, balances, Digital Assets, transfers, payouts, currency or asset conversions, Cards, spending controls, financial automations, and related products.

“Finance Transaction” means a Transaction initiated through Finance Services.

“Financial Partner” means a bank, payment institution, electronic-money institution, money transmitter, card issuer, program manager, custodian, Digital Asset provider, stablecoin issuer or distributor, foreign-exchange provider, payment processor, acquiring bank, sponsor bank, payout provider, blockchain infrastructure provider, or other regulated or infrastructure provider involved in a Service.

“Global Account” means Trepzy’s user interface and related functionality through which eligible users may view and access supported balances, payment proceeds, account details, Digital Assets, transfers, conversions, Cards, or other financial functionality. “Global Account” is a product name and does not determine the legal nature of a balance.

“MoR Services” means Services for an MoR Transaction in which Trepzy acts as contractual principal and legal seller or reseller to the Buyer.

“MoR Transaction” means a Transaction that Trepzy expressly designates as a Merchant of Record transaction before the Buyer completes the purchase.

“Order Form” means a written or electronic order, proposal, pricing arrangement, or commercial document accepted by the parties.

“Partner Terms” means terms governing a Service provided by or through a Financial Partner.

“Payment Method” means a card, bank debit, bank transfer, wallet, local payment method, real-time payment system, Digital Asset, or other payment method supported by Trepzy.

“Payments Services” means Trepzy Payments, including checkout, payment links, payment acceptance, subscriptions, usage-based billing, credits, invoicing, MoR Services, tax functionality, fraud tools, refunds, Chargebacks, settlement, reconciliation, reporting, and related functionality.

“Processor Transaction” means a Transaction processed through Trepzy Payments in which Trepzy does not act as Merchant of Record.

“Product” means software, SaaS, an application, API service, AI service, digital product, license, membership, subscription, professional or digital service, marketplace item, downloadable content, usage entitlement, credit, or another product or service approved for use with the Services.

“Product Disclosure” has the meaning stated in Section 1.2.

“Product Terms” means terms governing a Buyer’s access to or use of a Product, including an end-user license agreement, acceptable-use terms, service terms, or privacy notice provided by the Supplier.

“Reserve” means amounts withheld, delayed, segregated, deducted, or otherwise made unavailable to address actual or reasonably anticipated liabilities.

“Services” means Trepzy products and services governed by this Agreement.

“Settlement Amount” means the amount that becomes payable to you after accounting for applicable Taxes, Fees, refunds, Chargebacks, credits, discounts, Reserves, reversals, adjustments, Financial Partner or network costs, negative balances, and other amounts permitted under this Agreement.

“Supplier” means a Business whose Product Trepzy approves for MoR Services.

“Supported” means approved and made available by Trepzy and the applicable Financial Partner for the relevant Account, Service, jurisdiction, currency, asset, network, or Transaction.

“Taxes” means sales, use, value-added, goods and services, digital services, excise, consumption, gross receipts, withholding, transaction, or similar taxes, levies, duties, or governmental assessments.

“Transaction” means a payment, purchase, sale, authorization, capture, refund, Chargeback, payout, transfer, conversion, Card transaction, Digital Asset transaction, settlement, deposit, withdrawal, or other movement or attempted movement of value.

“Trepzy Technology” means Trepzy’s software, websites, applications, APIs, SDKs, Documentation, models, interfaces, workflows, analytics, and related technology.

3. SERVICE ARCHITECTURE AND LEGAL ROLES

3.1 Modular Services

Trepzy provides modular commerce and financial technology Services.

Your eligibility for one Service does not establish eligibility for another.

Trepzy may enable or disable Services separately.

3.2 Different Roles by Transaction

Trepzy’s legal role depends on the Service and Transaction:

• in an MoR Transaction, Trepzy acts as legal seller or reseller to the Buyer;
• in a Processor Transaction, you remain the legal seller and Trepzy provides technology or payment functionality through applicable Financial Partners;
• in a Finance Transaction, Trepzy provides technology, orchestration, interfaces, records, controls, or related functionality, while an identified Financial Partner may provide the underlying regulated financial service;
• in certain Services, Trepzy may perform an additional role expressly described in a Product Disclosure.

No role applies merely because a similar feature appears elsewhere in the Services.

3.3 Trepzy Is Not a Bank

Trepzy is a financial technology company and is not a bank or depository institution.

Unless a Product Disclosure expressly states otherwise, Trepzy is not the issuer of a Card or Digital Asset, the custodian of a Digital Asset, the bank holding a deposit, or the regulated institution executing a payment service.

3.4 Product Names Are Not Legal Classifications

Terms such as “Global Account,” “balance,” “wallet,” “account details,” “deposit,” “available,” “settled,” “Card balance,” and similar interface labels describe product functionality.

They do not independently establish:

• legal title;
• custody;
• deposit status;
• final settlement;
• safeguarding;
• trust status;

• fiduciary status;
• e-money status;
• deposit insurance;
• compensation-scheme protection; or
• any regulatory classification.

The applicable Product Disclosure and Partner Terms determine those matters.

3.5 Financial Partner Decisions

A Financial Partner may independently approve, reject, limit, delay, freeze, suspend, or terminate a Service.

A Financial Partner may require additional information or direct acceptance of Partner Terms.

Trepzy is not responsible for a Financial Partner’s independent acts or omissions except to the extent a loss is directly caused by Trepzy’s breach of this Agreement or liability cannot lawfully be excluded.

3.6 No Guarantee of Continued Availability

Availability may depend on jurisdiction, product type, business model, Transaction history, risk profile, network rules, Financial Partner capacity, and Applicable Law.

Trepzy does not guarantee that a country, currency, Payment Method, Digital Asset, network, issuer, bank, or Financial Partner will remain available.

3.7 Beta and Limited-Availability Services

Trepzy may provide Services on an invite-only, pilot, beta, preview, sandbox, or limited-availability basis.

Those Services may change materially, contain errors, have lower limits, or be suspended or discontinued.

Unless an Order Form states otherwise, no service-level commitment applies to beta or preview functionality.

4. ELIGIBILITY, ONBOARDING, AND VERIFICATION

4.1 Eligibility

To use the Services, you must:

1. be validly organized or legally capable of conducting the relevant business;
2. have authority to accept this Agreement;
3. use the Services for a lawful business purpose;
4. be established or operating in a Supported jurisdiction;
5. successfully complete applicable verification, underwriting, compliance, and risk review;
6. hold required licenses, registrations, and approvals for your business;
7. not be prohibited by sanctions or Applicable Law; and

1. satisfy applicable Financial Partner and network requirements.

4.2 Required Information

You must provide accurate, current, and complete information concerning:

• your legal entity;
• tax status;
• business address;
• websites, domains, applications, and storefronts;
• ownership and control;
• directors, officers, beneficial owners, and Authorized Users;
• Products;
• pricing and fulfillment;
• source of funds and source of business revenue;
• expected Transaction volume;
• customer-acquisition methods;
• counterparties and recipients;
• licenses and registrations;
• financial condition;
• refund and cancellation practices; and
• any other information reasonably requested by Trepzy or a Financial Partner.

4.3 Verification Authorization

You authorize Trepzy and Financial Partners to verify information through:

• government records;
• corporate registries;
• tax records;
• sanctions and watchlists;
• identity and fraud databases;
• credit or commercial-risk sources where permitted;
• bank-account and Payment Method verification;
• document, biometric, liveness, or device verification where permitted;
• websites, applications, advertisements, and public sources;
• Financial Partner and network information; and
• other lawful verification methods.

4.4 Continuing Review

Verification and underwriting continue after activation.

Trepzy may request additional information when:

• ownership or control changes;
• your business model changes;
• volume increases;
• a new Product or market is introduced;
• complaint, refund, fraud, or Chargeback activity changes;
• unusual or suspicious activity occurs;
• a Financial Partner requests information;

• Applicable Law changes; or
• Trepzy otherwise reasonably determines that updated review is appropriate.

4.5 Changes to Your Business

You must notify Trepzy before materially changing:

• ownership or control;
• legal name or jurisdiction;
• primary business activity;
• Product category;
• pricing or subscription structure;
• delivery or fulfillment model;
• expected Transaction volume;
• customer-acquisition practices;
• countries served;
• payout or recipient patterns;
• websites, applications, or domains used with the Services; or
• licenses or regulatory status.

4.6 Failure to Cooperate

Failure to provide requested information promptly may result in delayed activation, limits, holds, rejected Transactions, delayed settlement, suspension, or termination.

4.7 No Nominee or Undisclosed Principal

You may not open or use an Account for an undisclosed person, merchant, seller, business, or beneficial owner.

You may not allow another business to process Transactions through your Account unless Trepzy has approved the applicable Platform or Connected Seller structure.

5. ACCOUNT SECURITY AND AUTHORIZED INSTRUCTIONS

5.1 Account Security

You are responsible for safeguarding:

• passwords;
• API keys;
• authentication credentials;
• devices;
• security keys;
• recovery codes;
• webhook secrets;
• Card details;
• signing credentials; and
• other access methods.

You must use reasonable security controls, including multi-factor authentication where offered or required.

5.2 Authorized Users

You are responsible for Authorized Users and their activity.

You must:

• grant only necessary permissions;
• review access periodically;
• promptly remove access that is no longer required;
• maintain appropriate approval workflows;
• prevent credential sharing; and
• train Authorized Users concerning security and fraud.

5.3 Reliance on Instructions

Trepzy and Financial Partners may rely on instructions authenticated through your Account, API credentials, approved device, Card, Authorized User, or configured automation.

This does not eliminate any non-waivable error-resolution or unauthorized-Transaction rights.

5.4 Security Incidents

You must promptly notify Trepzy if you suspect:

• unauthorized Account access;
• credential exposure;
• compromised API keys;
• unauthorized Cards;
• account takeover;
• data breach;
• unauthorized Transaction instructions; or
• misuse of the Services.

You must reasonably cooperate with investigation, containment, recovery, notice, and remediation.

5.5 Your Systems

You are responsible for the security, availability, and integrity of your systems, integrations, websites, applications, and devices.

6. ACCEPTABLE USE

6.1 Lawful Use

You may use the Services only for lawful and approved purposes.

You must comply with Trepzy’s Acceptable Use or Restricted Business Policy.

6.2 Prohibited Conduct

You may not use the Services to:

• commit or facilitate fraud;
• launder money;
• finance terrorism;
• evade sanctions, taxes, licensing, or reporting obligations;
• conceal the true nature of a Transaction;
• process another merchant’s Transactions without approval;
• engage in transaction laundering or card factoring;
• submit false, manipulated, or synthetic identity information;
• test stolen or unauthorized payment credentials;
• create artificial Transactions, circular payments, or cash cycling;
• evade Fees, limits, monitoring, or Reserves;
• split Transactions to avoid controls;
• misrepresent the seller, Product, pricing, renewal, or refund terms;
• misuse card networks, bank rails, Digital Assets, or account details;
• infringe intellectual-property rights;
• distribute malware or facilitate unauthorized access;
• interfere with Trepzy or Financial Partner systems; or
• engage in activity that creates unacceptable legal, compliance, fraud, financial, or reputational risk.

6.3 Prohibited and Restricted Categories

Trepzy may prohibit or require prior written approval for businesses involving:

• illegal goods or services;
• deceptive or abusive practices;
• scams or impersonation;
• technical-support telemarketing;
• fake antivirus or security alerts;
• unlawful or deceptive remote-access software;
• pyramid, Ponzi, get-rich-quick, or deceptive income schemes;
• unauthorized financial services;
• money transmission, currency exchange, check cashing, remittance, or payment aggregation;
• lending, credit repair, debt relief, securities, investments, crowdfunding, or financial advisory activity;
• gambling, gaming, sweepstakes, contests, or wagering;
• adult content or services;
• regulated weapons;
• controlled substances, illegal drugs, or drug paraphernalia;
• counterfeit or stolen goods;
• unlawful pharmaceuticals, medical products, or health claims;
• tobacco, nicotine, or other regulated products;
• donation or fundraising activity;
• high-risk travel, ticketing, event, or future-delivery models;
• virtual-asset exchanges, mixers, tumblers, privacy-enhancing services, or unhosted-wallet services;
• marketplaces or platforms with undisclosed sellers;

• products targeting minors;
• products presenting unusually high refund, Chargeback, fulfillment, or regulatory risk; or
• other categories identified in the applicable policy.

Approval may be withdrawn.

6.4 Physical Goods

Unless Trepzy expressly approves otherwise in writing, MoR Services are intended for approved digital Products and services.

Physical goods, shipping-dependent products, pre-orders, stored inventory, or products involving product-safety or import obligations require prior approval and may be subject to additional terms, reserves, insurance, and fulfillment controls.

6.5 No Misrepresentation of Trepzy or Financial Partners

You may not state or imply that:

• Trepzy is a bank;
• Trepzy or a Financial Partner endorses your Product;
• your Product is insured, guaranteed, licensed, or approved by Trepzy or a regulator;
• a balance is FDIC-insured, FSCS-protected, safeguarded, or custodial unless the applicable Product Disclosure expressly says so;
• you are authorized to act for Trepzy or a Financial Partner; or
• you may offer Trepzy Services to another person outside an approved Platform arrangement.

7. MONITORING, RECORDS, AND AUDIT

7.1 Monitoring

Trepzy may monitor:

• websites and applications;
• Product pages;
• checkout flows;
• advertisements;
• support practices;
• Transaction patterns;
• recipient activity;
• refund and Chargeback rates;
• customer complaints;
• fulfillment;
• subscription practices; and
• other activity relevant to risk and compliance.

7.2 Test Purchases

Trepzy may conduct or arrange test purchases, Product demonstrations, mystery shopping, or similar reviews.

You will provide access reasonably necessary to evaluate the Product and customer experience.

7.3 Seller-Level Monitoring

Trepzy may track Transactions, complaints, refunds, Chargebacks, and fraud separately for each Supplier or Connected Seller.

You may not obscure seller-level information through aggregation.

7.4 Records

You must retain records reasonably necessary to establish:

• Buyer consent;
• Product delivery;
• subscription enrollment;
• usage measurements;
• refund and cancellation requests;
• customer communications;
• Transaction authorization;
• tax classification;
• licenses and rights;
• advertising claims;
• source of funds;
• recipient information; and
• compliance with this Agreement.

Unless a longer period is required, you must retain relevant records for at least seven years after the applicable Transaction or termination of the relevant customer relationship.

7.5 Audit and Cooperation

You will provide requested records and reasonable cooperation in connection with:

• compliance reviews;
• network inquiries;
• Financial Partner reviews;
• tax audits;
• regulatory examinations;
• law-enforcement requests;
• Chargebacks;
• fraud investigations; and
• litigation concerning your Products or Transactions.

Trepzy may require remediation, enhanced monitoring, an independent audit, additional insurance, or a compliance certification.

8. FEES, TAXES, AND PAYMENT OBLIGATIONS

8.1 Fees

You will pay Fees disclosed in:

• an Order Form;
• pricing schedule;
• Product Disclosure;
• dashboard;
• Transaction confirmation;
• Documentation; or
• other applicable pricing arrangement.

Fees may include transaction, platform, MoR, payment-processing, FX, conversion, transfer, network, Card, Chargeback, refund, implementation, premium-service, or other charges.

8.2 Deduction

Where permitted, Trepzy may deduct Fees from commercial amounts Trepzy owes you.

Trepzy may not debit a deposit, e-money balance, or Digital Asset held by a Financial Partner unless you have separately authorized the debit and the action is permitted by Applicable Law and Partner Terms.

8.3 Taxes on Fees

Fees exclude Taxes imposed on Trepzy’s provision of the Services unless expressly stated.

You are responsible for applicable Taxes on Fees, except taxes based solely on Trepzy’s net income.

8.4 Pricing Changes

Trepzy may change pricing upon at least thirty days’ notice for material increases, unless:

• an Order Form states otherwise;
• a network, Financial Partner, government, or other third party changes a pass-through cost;
• a change is required by Applicable Law; or
• the change concerns a new or optional Service.

Pass-through costs may change on shorter notice.

8.5 Amounts Owed

Amounts you owe are due when stated.

Trepzy may collect past-due amounts through available commercial payables, an approved payment method, or other lawful collection methods.

9. DATA, PRIVACY, AND SECURITY

9.1 Privacy Policies

Trepzy’s processing of personal information is governed by the applicable Privacy Policy and, where relevant, a Data Processing Addendum.

Financial Partners may maintain separate privacy notices.

9.2 Data Roles

Depending on the activity:

• Trepzy may act as an independent controller or business for MoR, Buyer contracting, tax, fraud, compliance, analytics, support, and legal obligations;
• a Financial Partner may act as an independent controller for KYC, KYB, AML, sanctions, account, payment, Card, custody, or regulated-service purposes;
• you may act as an independent controller for Product delivery, Product support, customer relationships, and your own legal obligations;
• Trepzy may act as your processor or service provider for specified processing described in a Data Processing Addendum.

A party’s role is determined by the actual processing and Applicable Law, not merely by a label in this Agreement.

9.3 Your Obligations

You must provide required privacy notices and obtain lawful permissions for information you submit or make available to Trepzy.

You may not submit information you are prohibited from processing or sharing.

9.4 Data Sharing

You authorize Trepzy to share information with:

• Financial Partners;
• payment and card networks;
• banks and custodians;
• tax providers;
• fraud and identity providers;
• cloud and security vendors;
• regulators and authorities;
• service providers;
• Buyers and Transaction counterparties where appropriate; and
• other parties reasonably necessary to provide, protect, and administer the Services.

9.5 Information Security

Trepzy will maintain an information-security program appropriate to the nature of the Services and information processed.

You acknowledge that no system is completely secure.

9.6 Security and Privacy Incidents

Each party will provide reasonable cooperation concerning a security incident affecting shared data or the Services.

Nothing in this Agreement alters a party’s independent legal notification obligations.

9.7 Service-Provider Oversight

Where required, each party will maintain reasonable oversight of service providers that process protected financial or personal information on its behalf.

9.8 Data Retention

Trepzy may retain information for:

• provision of the Services;
• fraud prevention;
• tax and accounting;
• AML and sanctions;
• dispute resolution;
• regulatory requirements;
• security;
• legal claims; and
• other lawful purposes.

Retention may continue after Account closure.

9.9 Data Export

Subject to legal, security, network, Financial Partner, and privacy restrictions, Trepzy will make available reasonable exports of your Transaction and ledger data through the dashboard, APIs, or another supported method.

A data export does not include Trepzy proprietary models, internal risk signals, legally protected information, other users’ information, or data Trepzy is prohibited from disclosing.

10. INTELLECTUAL PROPERTY

10.1 Trepzy Technology

Trepzy and its licensors own Trepzy Technology and all related intellectual-property rights.

10.2 Limited License

Subject to this Agreement, Trepzy grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to use Trepzy Technology solely to access and use the Services.

10.3 Restrictions

You may not:

• copy or create unauthorized derivative works;
• reverse engineer except where Applicable Law prohibits the restriction;
• circumvent access or security controls;
• scrape non-public systems;
• resell or sublicense the Services outside an approved Platform arrangement;
• use Trepzy Technology to build an unauthorized competing service;
• remove notices;
• interfere with system integrity; or
• use Trepzy intellectual property outside the scope of the Agreement.

10.4 Your Materials

You retain ownership of your Product, trademarks, content, and business data.

You grant Trepzy a non-exclusive, worldwide, royalty-free license to use those materials as reasonably necessary to:

• provide the Services;
• operate checkout and Buyer experiences;
• market and resell approved Products in MoR Transactions;
• generate receipts and records;
• provide support;
• satisfy network and Financial Partner requirements;
• prevent fraud; and
• comply with Applicable Law.

10.5 Feedback

You grant Trepzy a perpetual, irrevocable, worldwide, royalty-free right to use feedback you voluntarily provide.

10.6 Publicity

Trepzy will not publicly identify you as a customer in promotional materials without permission, except as necessary to identify a Product, Supplier, or Connected Seller to Buyers, networks, Financial Partners, authorities, or Transaction counterparties.

11. APIS, SDKS, WEBHOOKS, AND INTEGRATIONS

11.1 Developer License

You may use Trepzy APIs, SDKs, Documentation, webhooks, CLI tools, and sandbox environments solely to integrate with and use the Services.

11.2 Credentials

Secret credentials must not be exposed in client-side code, public repositories, support messages, or unauthorized systems.

11.3 Webhooks and Idempotency

You must:

• verify webhook signatures;
• support retries;
• account for delayed, duplicated, or reordered events;
• use idempotency controls where appropriate; and
• verify final Transaction status before delivering irreversible value.

11.4 Rate and Usage Limits

Trepzy may impose rate, storage, webhook, Transaction, or other usage limits.

You may not bypass those limits.

11.5 Sandbox

Sandbox data and behavior are illustrative.

Sandbox approval does not constitute production approval.

No actual Transaction occurs in a sandbox unless expressly stated.

11.6 API Changes

Trepzy may change APIs and Documentation.

Where reasonably practicable, Trepzy will provide notice of material backwards-incompatible changes.

11.7 Third-Party Integrations

Your use of third-party integrations is subject to their terms.

You authorize Trepzy to exchange information with integrations you enable.

Trepzy is not responsible for a third-party service merely because it interoperates with Trepzy.

12. TREPZY AI, AGENTS, AND AUTOMATED INSTRUCTIONS

12.1 AI Features

Trepzy may provide AI-assisted analytics, explanations, forecasts, anomaly detection, comparisons, recommendations, or workflow assistance.

Outputs may be probabilistic, incomplete, inaccurate, or outdated.

12.2 No Professional Advice

AI and analytics outputs are not legal, accounting, investment, tax, regulatory, underwriting, or other licensed professional advice.

You remain responsible for decisions based on those outputs.

12.3 Authorized Agents

If you permit an AI agent, software agent, integration, or automated process to access your Account, that agent is treated as an Authorized User to the extent of the permissions you grant.

You are responsible for:

• defining its authority;
• selecting appropriate permissions;
• setting limits;
• testing behavior;
• reviewing actions;
• protecting credentials; and
• disabling access when appropriate.

12.4 Financial Mandates

An automated system may initiate a Transaction only within the scope of an authorization you configure or otherwise provide.

Trepzy may require:

• transaction or daily limits;
• beneficiary allowlists;
• separate approvals;
• human confirmation;
• step-up authentication;
• time restrictions;
• idempotency controls;
• or other security procedures.

12.5 Material Changes

Unless expressly enabled and appropriately authenticated, an automation or agent may not independently:

• add a new withdrawal destination;
• change beneficial ownership;
• alter core Account security;
• increase its own Transaction limits;
• waive required approvals; or
• bypass mandatory risk controls.

12.6 Logs and Evidence

Trepzy may retain instructions, prompts, API requests, approvals, credentials used, device information, and Transaction logs as evidence of authorization and for security and compliance purposes.

12.7 Suspension

Trepzy may pause an automation or agent when reasonably necessary because of insufficient funds, duplicate instructions, security concerns, fraud, compliance review, Financial Partner requirements, or technical risk.

13. RISK CONTROLS, HOLDS, AND ACCOUNT RESTRICTIONS

13.1 Risk Controls

Trepzy may provide configurable fraud, authentication, spend, velocity, and Transaction controls.

Configurable controls do not include mandatory controls required by Applicable Law, Financial Partners, card networks, payment methods, or Trepzy’s core compliance program.

No risk tool guarantees prevention of fraud or loss.

13.2 Immediate Action

Trepzy may delay, reject, reverse, limit, hold, or suspend a Transaction or Service where reasonably necessary because of:

• suspected fraud;
• unauthorized access;
• sanctions or AML concerns;
• inaccurate information;
• prohibited activity;
• excessive complaints, refunds, or Chargebacks;
• negative balances;
• legal process;
• Financial Partner instructions;
• network requirements;
• system security;
• suspected insolvency;
• risk to Buyers or third parties; or
• a material breach of this Agreement.

13.3 Notice

Where legally and operationally permitted, Trepzy will provide notice of a material Account restriction and a general category of the reason.

Trepzy may withhold information that would:

• compromise an investigation;
• reveal confidential risk systems;
• violate law;
• facilitate evasion;
• breach Financial Partner obligations; or
• create security risk.

13.4 Review

Trepzy will review material restrictions periodically and release amounts or functionality no longer reasonably necessary to address the identified risk, subject to Applicable Law and Financial Partner requirements.

13.5 Complaints and Escalation

You may submit a complaint or request review through the support or legal contact method published in the dashboard or on Trepzy’s website.

Trepzy may require supporting documents.

A complaint to Trepzy does not replace a complaint or error notice that must be submitted directly to a Financial Partner under Partner Terms.

13.6 Mandatory Rights

Nothing in this Agreement limits a non-waivable right to error resolution, complaint handling, provisional credit, regulatory review, or other remedy under Applicable Law or Partner Terms.

PART II — MERCHANT OF RECORD SERVICES

14. APPLICATION OF THIS PART

This Part applies only to MoR Transactions.

A Product, checkout, payment, invoice, subscription, or payment link is not an MoR Transaction unless Trepzy expressly designates it as such before the Buyer completes the purchase.

For a Processor Transaction, Part III applies instead.

15. TREPZY’S ROLE AS MERCHANT OF RECORD

15.1 Legal Seller

For an MoR Transaction, Trepzy acts as contractual principal and legal seller or reseller to the Buyer.

The Buyer purchases the approved Product from Trepzy under the Buyer Terms.

15.2 Genuine Resale Arrangement

The parties intend a substantive principal-to-principal resale arrangement and not a payment-collection arrangement disguised as a sale.

For each MoR Transaction:

1. you make the approved Product or applicable Product rights available to Trepzy;
2. Trepzy acquires a substantive right to resell, distribute, sublicense, or arrange provision of the Product;
3. Trepzy sells the Product to the Buyer in Trepzy’s own name;
4. the Buyer owes payment to Trepzy;
5. Trepzy provides Buyer recourse concerning the purchase transaction;
6. Trepzy assumes the MoR responsibilities allocated to it under this Agreement; and
7. Trepzy separately owes you the applicable Settlement Amount.

The rights granted to Trepzy are not limited to a momentary or purely formal transfer created solely to route a payment.

15.3 Satisfaction of Buyer Payment Obligation

Once Trepzy accepts the Buyer’s payment for an MoR Transaction, the Buyer’s obligation to pay for that transaction is satisfied, subject to reversal, Chargeback, fraud, or invalidity.

You may not seek payment again from the Buyer for the same purchase.

15.4 Final Transaction Terms

Trepzy has final authority over the terms on which Trepzy sells a Product to a Buyer, including:

• final checkout price;
• Transaction currency;
• tax-inclusive or tax-exclusive presentation;
• supported Payment Methods;
• payment timing;
• Buyer Terms;
• legally required disclosures;
• refund execution;
• transaction-level discounts; and
• acceptance or rejection of the Transaction.

Trepzy may use pricing, Product Terms, and commercial parameters you recommend, subject to Trepzy’s final approval.

15.5 Merchant Identification

Trepzy may identify itself as the seller or merchant in:

• checkout;

• confirmation pages;
• receipts;
• tax invoices;
• transaction descriptors;
• bank or card statements;
• Buyer support;
• refund communications; and
• other appropriate records.

Trepzy may also identify you as the Product supplier, developer, creator, service provider, or fulfillment party to provide transparency and support.

15.6 Buyer Recourse

The Buyer has recourse against Trepzy concerning:

• payment;
• billing;
• transaction cancellation;
• legally required purchase disclosures;
• receipt or invoice;
• applicable indirect Taxes;
• refund execution;
• Chargebacks; and
• Trepzy’s obligations as legal seller.

You remain responsible for Product matters allocated to you under this Agreement.

15.7 Accounting and Operational Substance

Each party will account for MoR Transactions in accordance with applicable accounting and tax rules.

The parties will not deliberately characterize or operate an MoR Transaction inconsistently across contracts, checkout, network records, support, funds flow, or regulatory representations.

16. SUPPLIER APPOINTMENT AND PRODUCT RIGHTS

16.1 Appointment

You appoint Trepzy, on a non-exclusive basis, as an authorized reseller of approved Products for Supported MoR Transactions.

16.2 Rights Granted

You grant Trepzy the rights reasonably necessary to:

• offer the Product;
• acquire Product rights for resale;
• resell, distribute, provide, or sublicense the Product;
• grant Buyer access or use rights;

• display Product descriptions and marks;
• process orders;
• collect payment;
• issue receipts and tax documents;
• provide transaction support;
• administer refunds and cancellations;
• address Chargebacks;
• comply with law and network rules; and
• preserve the rights of existing Buyers after termination.

16.3 Scope and Survival

The rights granted are limited to approved Products and MoR Transactions.

Rights necessary to support an existing Buyer, subscription, license, refund, dispute, or legal obligation survive termination for as long as reasonably necessary.

16.4 No Exclusivity

Unless an Order Form states otherwise, you may sell Products through other channels.

You remain responsible for preventing duplicate subscriptions, conflicting entitlements, and inconsistent customer promises.

16.5 Product Terms

You may provide Product Terms governing Product functionality, acceptable use, intellectual property, and Product-specific support.

Product Terms:

• must be provided to Trepzy in advance;
• must be lawful;
• must be compatible with the Buyer Terms;
• may not state that the Buyer owes the purchase price to you;
• may not contradict Trepzy’s role as legal seller;
• may not eliminate mandatory Buyer rights;
• may not require a duplicate payment; and
• may not grant you unilateral control over Trepzy’s transaction obligations.

If Product Terms conflict with Buyer Terms regarding the purchase transaction, payment, cancellation, Taxes, refund, or Trepzy’s MoR role, the Buyer Terms control.

17. PRODUCT APPROVAL AND SUPPLIER RESPONSIBILITIES

17.1 Approval

Trepzy may approve or reject:

• Products;

• websites;
• domains;
• applications;
• pricing models;
• subscription structures;
• advertisements;
• countries;
• fulfillment models;
• trial practices;
• customer-acquisition channels; and
• related business practices.

Approval of one Product does not approve another.

17.2 Product Responsibility

You remain responsible for:

• creating and operating the Product;
• Product legality;
• Product quality and functionality;
• accuracy of descriptions and claims;
• fulfillment and delivery;
• uptime controlled by you;
• technical and Product support;
• intellectual-property rights;
• licenses and permissions;
• Product safety where applicable;
• Product privacy practices;
• compliance of Product content;
• warranties you make;
• advertising controlled by you;
• performance of services;
• access credentials or entitlements; and
• obligations that concern the Product rather than Trepzy’s sale transaction.

17.3 Delivery

You must deliver the Product accurately, completely, and within the timeframe disclosed to the Buyer.

You must maintain evidence of delivery.

For a digital Product, evidence may include:

• account activation;
• license issuance;
• download logs;
• usage records;
• access records;
• API provisioning;
• service completion;

• Buyer communications; or
• other reliable fulfillment evidence.

17.4 Product Support

You must provide responsive Product support through clearly disclosed channels.

You must respond within the timeframe stated in Documentation or another applicable agreement and, absent a stated timeframe, without unreasonable delay.

Trepzy may provide or arrange Product support at your expense if reasonably necessary to protect Buyers, comply with law, or mitigate material risk resulting from your failure to provide support.

17.5 Accuracy of Claims

You may not make false, misleading, unsubstantiated, or deceptive claims concerning:

• Product performance;
• income or savings;
• security;
• health;
• legal compliance;
• investment returns;
• artificial intelligence;
• compatibility;
• trial or subscription terms;
• scarcity;
• endorsements;
• refunds; or
• customer results.

17.6 Product Changes

You must notify Trepzy before materially changing an approved Product, including its category, functionality, risk profile, pricing, fulfillment, trial, refund practices, or customer-acquisition methods.

17.7 Business Continuity

You must maintain reasonable continuity, backup, and recovery arrangements appropriate to your Product and Buyer obligations.

18. BUYER EXPERIENCE AND SUPPORT

18.1 Buyer Terms

Trepzy will make applicable Buyer Terms available in connection with the MoR Transaction.

The Buyer Terms govern the Buyer’s purchase from Trepzy.

18.2 Checkout Disclosures

You must implement Trepzy checkout components and disclosures as instructed.

You may not conceal, modify, contradict, or obscure:

• Trepzy’s seller identity;
• price;
• Taxes;
• recurring status;
• trial conversion;
• renewal;
• billing frequency;
• usage-based or variable charges;
• cancellation terms;
• Product supplier identity where displayed; or
• other required disclosures.

18.3 Transaction Support

Trepzy may provide first-line support concerning:

• payment status;
• receipt;
• invoice;
• tax;
• billing;
• cancellation;
• refund;
• Chargeback;
• duplicate payment;
• fraud;
• merchant descriptor; and
• Trepzy’s MoR role.

18.4 Product Support

You provide support concerning:

• Product access;
• functionality;
• bugs;
• content;
• service delivery;
• Product configuration;
• entitlements;
• licenses; and
• other Product-specific matters.

18.5 Communications

You authorize Trepzy to communicate directly with Buyers and to disclose information reasonably necessary to resolve a Transaction or Product issue.

You must cooperate with escalated support cases.

18.6 Trepzy Intervention

Trepzy may issue a refund, suspend sales, disable a checkout, provide Buyer relief, or take another reasonable action if you fail to resolve material Product or support issues.

19. PRICING, PROMOTIONS, AND CHECKOUT

19.1 Supplier Pricing Input

You may recommend base prices, plans, trial terms, usage rates, discounts, and promotions.

19.2 Trepzy’s Final Price

Trepzy determines the final amount charged to the Buyer.

The final amount may reflect:

• Taxes;
• local pricing;
• currency conversion;
• Payment Method costs;
• rounding;
• discounts;
• promotions;
• regulatory requirements;
• market conditions; and
• other transaction-level factors.

19.3 No Separate Billing

You may not:

• separately charge the Buyer for an amount Trepzy already collected;
• issue a duplicate invoice for the same sale;
• redirect the Buyer during checkout to evade Trepzy Fees;
• collect part of the price outside Trepzy without approval;
• artificially split a Product into separate charges to avoid controls; or
• alter the transaction after authorization in a misleading manner.

19.4 Promotions

Trepzy may approve, reject, limit, or discontinue a promotion.

You are responsible for the accuracy and legality of promotional claims you create.

19.5 Pricing Errors

Trepzy may cancel, correct, or refund a Transaction affected by an obvious pricing, currency, configuration, or system error.

20. SUBSCRIPTIONS, TRIALS, USAGE BILLING, AND CREDITS

20.1 Clear Terms

Before a Buyer enrolls in a subscription, trial, negative-option offer, or variable billing arrangement, the checkout must clearly disclose:

• the Product;
• the amount or method of calculating the amount;
• billing frequency;
• recurring nature;
• trial duration;
• date or condition of the first charge;
• renewal terms;
• cancellation method;
• material restrictions;
• usage rate or meter where applicable; and
• other legally required terms.

20.2 Express Consent

Trepzy may require separate, affirmative, and verifiable consent to:

• recurring charges;
• variable charges;
• usage-based billing;
• trial conversion;
• stored Payment Methods;
• direct debit;
• price changes; or
• other material billing terms.

You may not preselect or conceal consent in a manner prohibited by Applicable Law.

20.3 Evidence

Trepzy may retain evidence of:

• disclosure;
• consent;
• IP address;
• timestamp;
• device;

• checkout version;
• terms version;
• authentication; and
• related Transaction information.

20.4 Cancellation

You must support cancellation through the method required by Trepzy.

The cancellation process must not be materially more difficult than enrollment where Applicable Law requires equivalent ease.

You may not impose unreasonable delays, mandatory sales calls, undisclosed conditions, or other barriers.

20.5 Renewal and Price Notices

Trepzy or you may provide reminders, renewal notices, trial-expiration notices, and price-change notices where required or appropriate.

You must provide Trepzy with accurate information and sufficient lead time.

20.6 Usage Data

You are responsible for the accuracy, completeness, timing, and integrity of:

• meter events;
• token counts;
• seats;
• quantities;
• API usage;
• credits consumed;
• service periods;
• adjustments; and
• other billing inputs you submit.

Trepzy may reject, cap, delay, or investigate anomalous usage data.

20.7 Credits

Unless a Product Disclosure states otherwise, Product credits:

• are contractual Product entitlements;
• are not cash;
• are not deposits;
• are not e-money;
• do not represent a Trepzy or Financial Partner balance;
• are non-transferable;
• are not redeemable for cash;
• may be used only for the approved Product; and
• expire only as clearly disclosed and permitted by Applicable Law.

You may not design credits as a general-purpose payment instrument without prior approval.

21. TAXES AND INVOICING FOR MOR TRANSACTIONS

21.1 Indirect Taxes

For Supported MoR Transactions, Trepzy may calculate, collect, report, and remit indirect Taxes that Trepzy determines it is responsible for as legal seller.

Trepzy’s tax responsibility is limited to Taxes and jurisdictions expressly supported for the applicable MoR Transaction.

21.2 Product Classification

You must provide accurate information concerning:

• Product type;
• tax category;
• delivery method;
• place of supply;
• customer type;
• exemptions;
• taxability;
• bundled elements; and
• other facts relevant to tax treatment.

You are responsible for losses caused by materially inaccurate information you provide.

21.3 Supplier Taxes

You remain responsible for:

• taxes on your income;
• taxes on amounts Trepzy pays you;
• payroll and employment taxes;
• corporate taxes;
• taxes on your ownership or operations;
• customs and import obligations allocated to you;
• and Taxes Applicable Law assigns to you rather than Trepzy.

21.4 Tax Forms

You must provide accurate tax identification numbers, residency certificates, beneficial-owner forms, withholding forms, and other requested documentation.

21.5 Withholding

Trepzy may withhold amounts where required by Applicable Law.

Trepzy may also hold amounts reasonably necessary while required tax documentation is missing.

21.6 Buyer Documents

For an MoR Transaction, Trepzy or its provider may issue the Buyer’s receipt, tax invoice, credit note, or other transaction document.

You may not issue a document that falsely identifies you as the seller for the same MoR Transaction.

21.7 Supplier Invoicing and Self-Billing

Where required, you will invoice Trepzy or authorize Trepzy to create a self-billing or equivalent supplier document.

You will promptly notify Trepzy of errors in a self-billing document.

22. REFUNDS, CANCELLATIONS, AND CHARGEBACKS

22.1 Refund Control

Because Trepzy is the legal seller in an MoR Transaction, refunds must be executed through Trepzy.

You may not independently issue a duplicate refund without approval.

22.2 Refund Decisions

Trepzy may issue or require a refund where reasonably appropriate because of:

• mandatory Buyer rights;
• Trepzy’s Buyer Terms;
• your disclosed refund policy;
• non-delivery;
• material Product defects;
• misleading claims;
• duplicate billing;
• fraud;
• unauthorized payment;
• subscription or trial noncompliance;
• network or Financial Partner requirements;
• excessive complaints;
• regulatory requests;
• your failure to support the Product; or
• material risk to Trepzy or Buyers.

22.3 Funding Refunds

Refunds and associated costs may be deducted from:

• Pending Proceeds;
• Supplier Payables;
• future Settlement Amounts;

• Reserves;
• an approved payment method;
• or other amounts you owe Trepzy.

A Finance balance held by a Financial Partner may be debited only under a separate valid authorization and to the extent permitted by Applicable Law and Partner Terms.

22.4 Chargeback Responsibility

You are responsible for Chargebacks and related liabilities attributable to:

• Product quality;
• non-delivery;
• misleading advertising;
• unauthorized or fraudulent activity associated with your business;
• subscription practices;
• cancellation failures;
• customer support;
• your breach;
• or other matters within your responsibility.

22.5 Evidence

You must provide evidence by the deadline stated in the dashboard or request.

Trepzy may decide whether and how to submit evidence.

Trepzy does not guarantee that a Dispute will be won.

22.6 Costs

You may be charged:

• the disputed amount;
• Chargeback or inquiry Fees;
• network assessments;
• processor costs;
• monitoring-program costs;
• fines;
• penalties;
• and other amounts attributable to your Transactions or conduct.

23. MOR SETTLEMENT, COMMERCIAL PAYABLES, AND RESERVES

23.1 Settlement Amount

For an MoR Transaction, you are entitled only to the Settlement Amount, not the gross amount paid by the Buyer.

23.2 Settlement Schedule

Settlement timing depends on:

• the applicable Order Form or dashboard schedule;
• Payment Method;
• Transaction currency;
• jurisdiction;
• delivery period;
• risk profile;
• refund and Chargeback exposure;
• Financial Partner availability;
• Reserves;
• bank holidays;
• compliance review; and
• other applicable factors.

An estimated date is not a guarantee.

23.3 Legal Nature of Supplier Payable

Unless an applicable Product Disclosure expressly states otherwise:

• Buyer payments collected by Trepzy in an MoR Transaction are payments to Trepzy as legal seller;
• the Settlement Amount is a commercial amount Trepzy owes you under this Agreement;
• a displayed Pending Proceed, available amount, or Supplier Payable is not a bank deposit or e-money balance;
• Trepzy does not hold that amount as your trustee, custodian, or fiduciary;
• the amount is not FDIC-insured, FSCS-protected, or protected by a similar scheme solely because it appears in Trepzy;
• and your claim may be an unsecured contractual claim if Trepzy becomes insolvent.

If Trepzy uses a segregated, trust, safeguarded, custodial, or other protected arrangement for a particular Settlement Amount, the applicable Product Disclosure will describe it and its limitations.

23.4 Reserves

Trepzy may establish, increase, reduce, or release a Reserve based on actual or reasonably anticipated exposure.

Relevant factors may include:

• Account history;
• Product category;
• delivery period;
• subscriptions and future performance;
• pre-orders;
• refund rates;
• Chargeback rates;
• fraud;

• complaints;
• rapid volume growth;
• financial condition;
• concentration;
• geographic risk;
• regulatory risk;
• Financial Partner requirements;
• incomplete verification;
• suspected insolvency; and
• other reasonably relevant risk indicators.

23.5 Reserve Amount and Form

A Reserve may be fixed, rolling, Transaction-specific, percentage-based, or otherwise reasonably structured.

It may include up to one hundred percent of amounts otherwise payable where reasonably necessary to address material exposure.

23.6 Reserve Review and Release

Trepzy will review a continuing Reserve periodically.

Trepzy will release amounts no longer reasonably necessary after accounting for outstanding or reasonably anticipated refunds, Chargebacks, Taxes, claims, network exposure, and other liabilities.

A Reserve may continue after termination.

23.7 Commercial Setoff

Trepzy may offset amounts you owe under Payments Services or MoR Services against:

• Pending Proceeds;
• Supplier Payables;
• Reserves;
• future Settlement Amounts; and
• other commercial amounts Trepzy owes you.

This commercial setoff right does not, by itself, authorize Trepzy to remove funds or Digital Assets legally held for you by a Financial Partner.

23.8 Negative Balances

You must promptly repay a negative balance.

You authorize Trepzy to collect it through an approved payment method or other lawful means.

23.9 Corrections

Trepzy may correct duplicate, erroneous, fraudulent, or misapplied ledger entries.

Trepzy will maintain records of material corrections.

23.10 No Interest

Supplier Payables and Reserves do not earn interest unless an Order Form expressly states otherwise.

24. PLATFORMS, MARKETPLACES, AND CONNECTED SELLERS

24.1 Approval Required

You may not use Trepzy to support third-party sellers unless Trepzy has approved your Platform arrangement.

24.2 Connected Seller Verification

Each Connected Seller must be identified, reviewed, and approved as required by Trepzy and Financial Partners.

Trepzy may require a Connected Seller to:

• create a Connected Account;
• accept Trepzy or Partner Terms;
• complete KYB, KYC, UBO, and sanctions screening;
• provide Product information;
• provide tax documentation;
• agree to monitoring;
• and satisfy payout requirements.

24.3 No Undisclosed Aggregation

You may not process transactions for an undisclosed Connected Seller through your own identity or merchant profile.

24.4 Seller Identification

Trepzy may display the Connected Seller’s name or other identifying information at checkout, in receipts, support, network records, or Transaction data.

24.5 Seller-Level Records

You must maintain records allocating:

• gross Transaction amount;
• Fees;
• Taxes;
• refunds;
• Chargebacks;
• Reserves;
• commissions;

• and Settlement Amounts

to each Connected Seller.

24.6 Split Allocations

A split or allocation displayed in Trepzy is an instruction or ledger allocation.

It is not a completed payout or transfer until the applicable Financial Partner executes it.

24.7 Payouts to Connected Sellers

Payouts may be made only to approved Connected Sellers, verified recipients, or other permitted beneficiaries.

You may not use split functionality to provide general-purpose money transmission or arbitrary third-party payouts.

24.8 Platform Responsibility

You are responsible for:

• your Platform agreement with each Connected Seller;
• monitoring Connected Sellers;
• seller-level support and records;
• lawful fees and commissions;
• disclosures;
• removing prohibited sellers;
• and your own legal obligations as a marketplace or Platform.

Trepzy may contract directly with or impose obligations directly on a Connected Seller.

24.9 Platform Liability

You are responsible for amounts attributable to a Connected Seller where the applicable Platform model, Product Disclosure, or Order Form allocates that liability to you.

25. TERMINATION OF MOR SERVICES

25.1 Existing Buyers

Termination does not eliminate obligations concerning:

• existing Buyers;
• active subscriptions;
• Product access;
• warranties;
• refunds;
• Chargebacks;
• tax records;

• Reserves;
• support;
• or legal retention.

25.2 Wind-Down

Trepzy may determine an orderly wind-down process, including:

• stopping new sales;
• completing or canceling pending Transactions;
• notifying Buyers;
• continuing existing subscriptions for a transition period;
• issuing refunds;
• transferring supported subscription or payment credentials where legally, technically, and contractually permitted;
• exporting data;
• and retaining Reserves.

25.3 Product Continuity

You must continue providing Products already purchased for the period promised to Buyers unless Trepzy approves another arrangement.

25.4 Buyer Protection

Trepzy may refund Buyers or arrange replacement access if you cease operating or fail to honor existing Product obligations.

You remain responsible for resulting amounts to the extent attributable to your failure.

PART III — PAYMENT PROCESSING WITHOUT MERCHANT OF RECORD

26. APPLICATION OF THIS PART

This Part applies to Processor Transactions.

For a Processor Transaction, Trepzy does not become the legal seller merely because Trepzy provides checkout, billing, tax calculation, fraud tools, payment orchestration, or another payment feature.

27. YOUR ROLE AS MERCHANT

For a Processor Transaction:

• you are the merchant and legal seller;
• the Buyer purchases from you;

• you determine the sale terms;
• you are responsible for Product fulfillment;
• you are responsible for Buyer Terms;
• you are responsible for Taxes unless another agreement states otherwise;
• you are responsible for refunds, cancellations, and consumer-law compliance;
• you are responsible for merchant descriptors and customer support;
• and Trepzy provides technology or payment functionality through applicable Financial Partners.

You must not describe a Processor Transaction as a Trepzy MoR Transaction.

28. PAYMENT PARTNERS AND NETWORK RULES

28.1 Partner Approval

Processor Transactions may require direct approval and terms with an acquirer, payment processor, sponsor bank, card network participant, or other Financial Partner.

28.2 Network Rules

You must comply with applicable:

• card-network rules;
• Payment Method rules;
• acquirer requirements;
• direct-debit mandates;
• authentication requirements;
• descriptor requirements;
• prohibited-business rules; and
• fraud-monitoring programs.

28.3 No Guarantee of Authorization

A Transaction authorization is not a guarantee of final payment.

Transactions may be reversed, returned, disputed, or invalidated.

28.4 Payment Method Availability

Trepzy may add, remove, limit, or change Payment Methods.

29. PROCESSOR TRANSACTION FUNDS, PAYOUTS, AND RESERVES

29.1 Funds Flow

The applicable Product Disclosure or Partner Terms will describe the funds flow and legal role of Trepzy and the Financial Partner.

29.2 Collection Authorization

Where applicable, you authorize Trepzy or a Financial Partner to collect, receive, settle, and remit Processor Transaction amounts on your behalf.

This authorization does not make Trepzy the seller.

29.3 Payout

Payout timing is subject to:

• authorization;
• finality;
• Financial Partner settlement;
• Reserves;
• Chargebacks;
• compliance;
• limits;
• and other applicable conditions.

29.4 Reserves

Trepzy or a Financial Partner may establish Reserves for Processor Transactions as permitted by the applicable terms.

29.5 Negative Balances

You remain responsible for negative balances, refunds, Chargebacks, fines, and network liabilities associated with Processor Transactions.

30. RECURRING PAYMENTS AND BANK DEBITS

30.1 Authorization

You must obtain legally valid authorization for recurring card charges, ACH debits, direct debits, stored Payment Methods, and variable payments.

30.2 Mandate Records

You must retain evidence of each authorization and provide it on request.

30.3 Revocation and Cancellation

You must honor lawful revocations, cancellations, and stop-payment instructions.

30.4 Pre-Notification

You must provide pre-notification of recurring or variable debits where required.

30.5 Bank and Network Rules

ACH and direct-debit Transactions are subject to applicable network, bank, and Financial Partner rules, including return and reversal rights.

31. CONNECTED ACCOUNTS FOR PROCESSOR TRANSACTIONS

31.1 Direct Terms

Trepzy may require each Connected Account to accept direct Trepzy or Financial Partner terms.

31.2 Platform Agreement

Your agreement with each Connected Account must, as applicable:

• authorize you to access and use Account data;
• explain actions you may take on the Connected Account’s behalf;
• authorize data sharing with Trepzy and Financial Partners;
• prohibit fraud and unauthorized Transactions;
• require compliance with network rules;
• permit suspension and termination;
• allocate refunds, Chargebacks, Fees, and negative balances;
• and disclose your fees and services.

31.3 Evidence of Acceptance

You must retain or permit Trepzy to retain evidence that a Connected Account accepted applicable terms.

31.4 No Processing Before Approval

A Connected Account may not process live Transactions before required verification and activation.

32. PCI, FRAUD, REFUNDS, AND DISPUTES

32.1 PCI

You must comply with applicable PCI DSS obligations.

You must use Trepzy-hosted or approved payment components as instructed.

32.2 Sensitive Payment Data

You may not cause sensitive payment credentials to pass through unauthorized or non-compliant systems.

32.3 Fraud Controls

You are responsible for configuring available fraud controls appropriately.

Trepzy may override or impose controls where required.

32.4 Refunds

You are responsible for your refund policy and funding refunds.

32.5 Disputes

You are responsible for Chargebacks and dispute evidence associated with Processor Transactions.

PART IV — TREPZY FINANCE

33. APPLICATION AND ACTIVATION

33.1 Separate Service

Finance Services are separate from MoR Services and may be offered independently.

Use of MoR Services does not authorize you to use Finance Services.

33.2 Activation Requirement

A regulated Finance Service may be activated only after:

• required verification;
• approval by Trepzy and the Financial Partner;
• acceptance of applicable Product Disclosures and Partner Terms; and
• completion of required funding, security, and compliance steps.

33.3 Trepzy’s Role

Unless a Product Disclosure states otherwise, Trepzy provides:

• software;
• user interface;
• orchestration;
• workflow;
• ledger presentation;
• permissions;
• rules;
• analytics;
• reconciliation tools;
• and customer-experience functionality.

The applicable Financial Partner provides the regulated account, payment, custody, Card, conversion, or money-movement service.

34. GLOBAL ACCOUNT AND BALANCE CLASSIFICATION

34.1 Interface

The Global Account may display multiple balances and entitlements in one interface.

A total or converted total is for convenience and may aggregate items with different legal characteristics.

34.2 Balance Categories

A balance displayed in the Global Account may be classified as one or more of the following:

(a) Commercial Payments Balance

A Pending Proceed, Reserve, Supplier Payable, settlement receivable, or similar amount arising from Payments Services.

This is governed by Parts II or III and is not automatically a bank deposit, payment account, e-money, or Digital Asset.

(b) Bank Deposit

Funds held by an identified bank in an account or custodial structure described in the Product Disclosure and Partner Terms.

(c) Payment Account or E-Money

Value held or recorded by an identified payment institution, e-money institution, or equivalent provider under applicable Partner Terms.

(d) Digital Asset Balance

A Digital Asset held, controlled, or recorded by an identified custodian, wallet provider, issuer, or other Financial Partner.

(e) Technical or Reconciliation Entry

A ledger entry reflecting a pending, provisional, internal, estimated, or reconciliation status that does not itself represent a separately withdrawable legal asset.

34.3 Classification Controls

The applicable Product Disclosure determines:

• the legal obligor;

• title;
• custody;
• safeguarding;
• segregation;
• withdrawal rights;
• redemption;
• insolvency treatment;
• insurance or compensation protection;
• and applicable law.

34.4 Partner Records

If Trepzy’s display conflicts with an authoritative Financial Partner or network record, Trepzy and the Financial Partner may investigate and correct the discrepancy.

A temporary display does not override final legal records.

34.5 No Generic Deposit Insurance Representation

A balance is not FDIC-insured, FSCS-protected, or protected under another deposit or compensation scheme solely because:

• it appears in Trepzy;
• it is denominated in fiat currency;
• it uses bank routing details;
• it is associated with an insured bank;
• or Trepzy describes it as an account or balance.

Any applicable protection will be described in the Product Disclosure, including the named institution and material conditions.

Digital Assets are not bank deposits and are not deposit-insured unless Applicable Law expressly provides otherwise.

34.6 No Interest or Yield Unless Disclosed

A balance does not earn interest, rewards, or yield unless expressly described in a Product Disclosure.

Trepzy does not owe interest merely because a Financial Partner may earn interest or other return on underlying assets.

35. RECEIVING FUNDS AND ACCOUNT DETAILS

35.1 Receiving Details

Trepzy may provide routing numbers, account numbers, IBANs, PIX keys, wallet addresses, or other receiving details through a Financial Partner.

35.2 Legal Nature

Receiving details may be:

• dedicated;
• virtual;
• pooled;
• reference-based;
• custodial;
• or otherwise structured.

They do not necessarily represent a separate bank account in your name.

The Product Disclosure controls.

35.3 Permitted Use

You may use receiving details only:

• for approved business purposes;
• in Supported currencies and corridors;
• for approved senders or Transaction types;
• and in accordance with Partner Terms.

35.4 Incoming Funds

Trepzy or a Financial Partner may reject, return, delay, or investigate incoming funds that:

• are unsupported;
• use incorrect information;
• exceed limits;
• originate from a prohibited source;
• create sanctions or fraud concerns;
• cannot be attributed;
• violate Partner Terms;
• or are otherwise unlawful or high risk.

35.5 Third-Party Receipts

Receiving money from customers, marketplaces, employers, affiliates, or other third parties may require additional approval.

You must accurately state the source and purpose of funds.

35.6 No Cash or Check Acceptance

Unless expressly supported, you may not use receiving details for cash deposits, checks, remote deposit capture, or other unsupported instruments.

36. TRANSFERS, PAYOUTS, AND PAYMENT ORDERS

36.1 Instructions

When you submit a transfer instruction, you authorize Trepzy to transmit the instruction to the applicable Financial Partner.

36.2 Recipient Accuracy

You are responsible for verifying:

• recipient identity;
• beneficiary name;
• bank details;
• routing information;
• account number;
• IBAN;
• PIX key;
• wallet address;
• blockchain network;
• currency;
• amount;
• reference;
• and purpose.

36.3 Irreversibility

A transfer may become irrevocable before the recipient receives value.

Real-time payments and blockchain transfers may be impossible to recover.

36.4 Security Procedures

You agree that Account authentication, multi-factor authentication, API credentials, approval workflows, allowlists, Transaction limits, and other controls made available for commercial payment orders may constitute agreed security procedures.

You will notify Trepzy if those procedures become commercially unreasonable for your circumstances.

36.5 Third-Party Transfers

Transfers to third parties are available only:

• through approved Financial Partners;
• in Supported corridors;
• to permitted and verified recipients;
• for legitimate business purposes;
• within applicable limits;
• and subject to screening.

Trepzy does not provide unrestricted general-purpose money transmission merely because a transfer field appears in the Services.

36.6 Source and Purpose

Trepzy or a Financial Partner may require information concerning:

• source of funds;
• source of wealth;
• purpose of payment;
• relationship to the beneficiary;
• underlying invoice or agreement;
• beneficial ownership;
• goods or services involved;
• and supporting documentation.

36.7 Screening

Transfers may be screened for:

• sanctions;
• AML;
• fraud;
• corruption;
• trafficking;
• ransomware;
• stolen funds;
• prohibited jurisdictions;
• wallet risk;
• and other legal or compliance concerns.

36.8 Limits

Trepzy or a Financial Partner may impose Transaction, daily, monthly, geographic, beneficiary, currency, or risk limits.

36.9 Fees

Correspondent banks, intermediaries, recipient banks, blockchain networks, or other providers may deduct Fees.

The recipient may receive less than the amount sent.

36.10 Finality

A status such as “submitted,” “processing,” or “sent” does not necessarily mean final settlement.

37. CURRENCY AND ASSET CONVERSION

37.1 Quotes

Trepzy may display:

• an exchange rate;
• spread;
• Fee;
• estimated output;
• validity period;
• or guaranteed quote.

37.2 Execution

A quote is not guaranteed unless expressly identified as locked or guaranteed.

Execution may differ because of:

• market movement;
• liquidity;
• network costs;
• slippage;
• Financial Partner pricing;
• settlement delay;
• or limits.

37.3 Conversion Provider

The Product Disclosure will identify the provider responsible for the regulated conversion service where required.

37.4 No Speculative Trading Service

Unless expressly approved, conversion functionality is provided for legitimate business and payment purposes, not high-frequency, leveraged, speculative, or arbitrage trading.

37.5 Taxes

You are responsible for determining tax consequences of a conversion.

38. STABLECOINS AND OTHER DIGITAL ASSETS

38.1 Supported Assets and Networks

Trepzy supports only Digital Assets and blockchain networks expressly enabled for your Account.

38.2 Trepzy Is Not the Issuer

Unless a Product Disclosure expressly states otherwise, Trepzy does not issue, mint, redeem, or guarantee a Digital Asset.

The Product Disclosure may identify:

• the issuer;
• custodian;
• wallet provider;
• network;
• redemption provider;
• and applicable terms.

38.3 No Deposit Status

A stablecoin or other Digital Asset is not a bank deposit merely because it seeks to maintain a value relative to a fiat currency.

It is not FDIC-insured or protected by a deposit-guarantee scheme unless Applicable Law and the Product Disclosure expressly provide otherwise.

38.4 Risks

Digital Assets involve risks including:

• depegging;
• issuer failure;
• reserve-asset loss;
• redemption suspension;
• insolvency;
• blacklist or freeze;
• smart-contract vulnerability;
• network congestion;
• forks;
• protocol changes;
• validator, bridge, oracle, or sequencer failure;
• cyberattack;
• wallet compromise;
• loss of private keys;
• unsupported tokens;
• regulatory change;
• liquidity loss;
• transaction fees;
• incorrect addresses;
• irreversible transfers; and
• loss of the entire value.

38.5 Custody

The applicable Product Disclosure determines who controls private keys or otherwise has custody or control of a Digital Asset.

Trepzy’s display of a Digital Asset balance does not establish that Trepzy has custody.

38.6 Redemptions

Redemption rights, if any, are governed by the issuer, custodian, Financial Partner, and Applicable Law.

Trepzy does not guarantee redemption at par or within a particular period unless expressly stated.

38.7 Supported Networks Only

Sending a Digital Asset:

• on an unsupported network;
• to an incompatible address;
• without a required memo or tag;
• through an unsupported bridge;
• or using an unsupported token contract

may result in permanent loss.

Trepzy and Financial Partners are not required to recover unsupported assets.

38.8 Confirmations and Finality

A blockchain Transaction may require a specified number of confirmations.

A broadcast or displayed pending Transaction is not final.

38.9 Forks, Airdrops, and Similar Events

Trepzy and Financial Partners may decide whether to support:

• a fork;
• airdrop;
• migration;
• redenomination;
• staking reward;
• governance right;
• or similar event.

You have no right to an unsupported asset or event unless the Product Disclosure states otherwise.

38.10 Freezes and Blacklists

A stablecoin issuer, custodian, blockchain participant, Financial Partner, regulator, or authority may freeze, blacklist, burn, seize, or restrict a Digital Asset.

Trepzy may comply with such action.

38.11 Travel Rule and Wallet Information

You must provide originator, beneficiary, wallet, counterparty, and Transaction information required by Applicable Law or Financial Partners.

Trepzy may restrict transfers involving self-hosted wallets or high-risk services.

38.12 Blockchain Analytics

You authorize Trepzy and Financial Partners to use blockchain analytics and risk-screening services.

38.13 No Yield or Investment Advice

Trepzy does not provide investment advice.

A Digital Asset balance earns no yield unless a separately approved and disclosed product expressly provides it.

Trepzy does not recommend that you acquire, hold, or dispose of a Digital Asset.

39. CARDS

39.1 Issuer

Cards are issued by the Financial Partner identified in the Product Disclosure and applicable Card terms.

Trepzy is not the Card issuer unless expressly stated.

39.2 Commercial Use

Unless expressly stated otherwise, Cards are commercial Cards for legitimate business purposes.

They may not be used primarily for personal, family, or household expenses.

39.3 Cardholder Terms

Each Cardholder may be required to accept separate terms and complete verification.

39.4 Authorized Cardholders

You are responsible for:

• selecting Cardholders;
• confirming authority;
• assigning appropriate limits;
• reviewing access;
• removing terminated personnel;

• monitoring spending; and
• recovering Cards where appropriate.

39.5 Card Controls

Trepzy or the issuer may apply:

• merchant-category restrictions;
• geographic restrictions;
• velocity limits;
• transaction limits;
• cash-access restrictions;
• recurring-payment restrictions;
• and other controls.

39.6 Authorization and Clearing

A Card authorization may differ from the final cleared amount because of tips, deposits, currency conversion, incremental authorization, delayed clearing, offline transactions, or other adjustments.

39.7 Prohibited Use

Cards may not be used for:

• unlawful activity;
• artificial spend;
• cash cycling;
• transaction laundering;
• unauthorized cash equivalents;
• prohibited merchants;
• resale of Card access;
• or evasion of controls.

39.8 Lost or Compromised Cards

You must promptly freeze or report a lost, stolen, or compromised Card.

39.9 Refunds and Disputes

Card refunds and disputes are governed by the issuer’s terms, network rules, and Applicable Law.

39.10 Card Availability

Card brand, issuer, territories, wallet compatibility, physical or virtual availability, and issuance timing depend on the applicable program and eligibility.

No marketing statement overrides the Product Disclosure.

40. FINANCIAL AUTOMATIONS

40.1 Rules

You may configure rules to:

• convert balances;
• initiate transfers;
• sweep amounts;
• allocate proceeds;
• fund Cards;
• pay beneficiaries;
• or perform other Supported actions.

40.2 Your Responsibility

You are responsible for:

• conditions;
• percentages;
• thresholds;
• dates;
• recipients;
• currencies;
• limits;
• dependencies;
• and consequences of a correctly executed automation.

40.3 Insufficient Funds and Failure

An automation may not execute because of:

• insufficient available balance;
• a hold;
• market movement;
• limits;
• recipient issues;
• partner unavailability;
• compliance review;
• or technical failure.

40.4 Duplicate and Conflicting Rules

You must avoid conflicting or duplicative rules.

Trepzy may apply idempotency, precedence, or safety logic but does not guarantee that all configuration errors will be detected.

40.5 Mandatory Controls

An automation cannot override mandatory legal, Financial Partner, issuer, network, sanctions, AML, security, or risk controls.

41. FINANCE HOLDS, FREEZES, AND SETOFF

41.1 Partner Holds

A Financial Partner may hold or freeze a bank, payment-account, e-money, Card, or Digital Asset balance under its terms or Applicable Law.

41.2 Trepzy Restrictions

Trepzy may restrict interface access or instructions for the reasons stated in Section 13.

41.3 No Automatic Cross-Product Setoff

Trepzy’s commercial setoff rights concerning Payments Services do not automatically extend to money or Digital Assets held by a Financial Partner.

A debit or setoff against such property requires:

• a separate authorization;
• a contractual right under applicable Partner Terms;
• permission under Applicable Law; and
• any required notice.

41.4 Legal Process

Trepzy and Financial Partners may comply with subpoenas, court orders, levies, garnishments, forfeiture orders, sanctions, regulatory directions, or other legal process.

41.5 Insolvency Treatment

The treatment of a Finance balance if Trepzy or a Financial Partner becomes insolvent depends on:

• the legal structure;
• title;
• segregation;
• safeguarding;
• custody;
• applicable insolvency law;
• and Partner Terms.

The Product Disclosure will describe material known characteristics but cannot guarantee an insolvency outcome.

42. ERRORS, UNAUTHORIZED FINANCE TRANSACTIONS, AND

COMPLAINTS

42.1 Review Statements

You must review Transaction history, statements, balances, and reconciliation reports promptly.

42.2 Notice

You must report a suspected error or unauthorized Transaction as soon as reasonably possible and within any deadline stated in Partner Terms.

Delay may impair recovery.

42.3 Information

Trepzy or a Financial Partner may require:

• Transaction details;
• explanation;
• supporting documents;
• user and device information;
• police or fraud reports;
• and cooperation with an investigation.

42.4 Statutory Procedures

Where Applicable Law or Partner Terms provide a mandatory investigation, refund, provisional-credit, or complaint process, that process controls.

Trepzy will not use this Agreement to eliminate a mandatory right.

42.5 Commercial Payment Orders

For business payment orders governed by commercial funds-transfer rules, liability may depend on agreed security procedures, authentication, acceptance, finality, and the applicable Financial Partner terms.

42.6 Mistaken Transfers

Trepzy may attempt to assist with recovery of a mistaken transfer but does not guarantee recovery.

You are responsible for reasonable recovery costs unless the error was caused solely by Trepzy.

42.7 Support Availability

Support methods and hours may differ by Service and Financial Partner.

Emergency Card or security contacts may be provided separately.

43. RECONCILIATION, DATA PORTABILITY, AND WIND-DOWN

43.1 Transaction-Level Records

Trepzy will maintain transaction-level records reasonably appropriate to the Services Trepzy provides.

Trepzy will use commercially reasonable controls to reconcile its records with available Financial Partner and network reports.

43.2 Your Reconciliation

You remain responsible for reconciling your own books, statements, invoices, tax records, and financial reports.

You must report discrepancies promptly.

43.3 Partner Records and Data Access

You authorize Financial Partners to provide Trepzy with records reasonably necessary for reconciliation, support, fraud prevention, and compliance.

43.4 Data Portability

Subject to Applicable Law, privacy, security, network, and Partner Terms, Trepzy will provide reasonable access to:

• Transaction records;
• balance history;
• settlement reports;
• beneficiary data;
• subscription data;
• invoice data;
• and other exportable business records.

43.5 Payment Credential Portability

Payment tokens, mandates, account credentials, and Card data may be controlled by networks or Financial Partners.

Trepzy will reasonably cooperate with migration where legally, technically, and contractually permitted but does not guarantee portability.

43.6 Financial Partner Change

Trepzy may replace or add a Financial Partner.

A change may require:

• new verification;
• new Partner Terms;

• migration;
• new account details;
• new Cards;
• changed limits;
• changed protections;
• or temporary suspension.

Trepzy will provide reasonable notice where practicable.

43.7 Wind-Down

If a Finance Service is discontinued, Trepzy may:

• stop new Transactions;
• require withdrawal or transfer;
• convert or return unsupported balances as permitted;
• cancel Cards;
• provide data exports;
• migrate to another Financial Partner;
• retain information required by law;
• and take other reasonable wind-down actions.

43.8 Unclaimed Property

Dormant or unclaimed amounts may be handled under applicable abandoned-property, escheatment, or similar law.

PART V — REGIONAL TERMS

44. UNITED STATES

44.1 Business Services

Unless expressly stated otherwise, U.S. Finance Services under these Terms are business products.

Consumer products, if offered, will be governed by separate disclosures and terms.

44.2 Regulated Providers

Bank accounts, deposit products, Cards, money transmission, custody, and other regulated U.S. financial services will be provided by the Financial Partner identified in the Product Disclosure.

44.3 Deposit Insurance

Any FDIC pass-through or other deposit-insurance eligibility:

• applies only to eligible deposits;
• depends on the named insured depository institution;
• depends on satisfaction of legal and recordkeeping requirements;

• is subject to applicable limits;
• does not protect against Trepzy’s or another nonbank’s insolvency;
• and does not apply to Digital Assets.

No generic Trepzy balance is insured.

44.4 ACH

ACH Transactions are subject to applicable network rules, authorizations, returns, reversals, and Financial Partner terms.

You authorize Trepzy and the Financial Partner to originate entries you validly instruct.

44.5 Commercial Funds Transfers

To the extent applicable, commercial funds transfers may be governed by Article 4A of the Uniform Commercial Code as adopted in the relevant jurisdiction and by applicable Financial Partner terms.

44.6 Money Transmission

Trepzy will make a U.S. money-movement feature available only through a legally appropriate structure.

You may not use the Services to provide unapproved money transmission to your own customers or third parties.

44.7 Stablecoins

Trepzy will support a payment stablecoin for U.S. persons only through an issuer, provider, and structure Trepzy and its Financial Partners determine are permitted.

Trepzy does not issue a payment stablecoin merely by displaying or facilitating use of one.

44.8 Consumer Rights

Nothing in these Business Terms waives a mandatory right that applies notwithstanding the intended business nature of the Service.

45. BRAZIL

45.1 Local Financial Services

Pix, local payment-account functionality, foreign exchange, international transfers, Card issuance, and virtual-asset services offered to or in Brazil will be made available only through a legally appropriate provider and structure.

45.2 Trepzy’s Role

Unless a Brazil Product Disclosure expressly states otherwise, Trepzy, Inc. provides technology, commerce infrastructure, or MoR Services, while the identified Brazilian or cross-border Financial Partner provides the regulated financial service.

45.3 Product Disclosure

Before activating a Brazil Finance Service, the applicable Product Disclosure will identify, where relevant:

• the regulated provider;
• the provider’s role;
• the nature of the account or balance;
• Pix participation or access structure;
• foreign-exchange provider;
• virtual-asset service provider;
• settlement and safeguarding structure;
• Fees;
• complaint procedure;
• and applicable local terms.

45.4 Pix

Pix functionality is subject to:

• the rules of the applicable participant or provider;
• account and key verification;
• fraud and security controls;
• Transaction limits;
• recipient verification;
• returns and special return procedures where applicable;
• and local legal requirements.

45.5 Foreign Exchange and Cross-Border Payments

Cross-border payments and conversions may require:

• Transaction purpose;
• supporting documents;
• payer and beneficiary information;
• tax information;
• classification codes;
• and processing through an authorized foreign-exchange provider.

45.6 Virtual Assets

USDC or other virtual-asset functionality in or involving Brazil may require provision through an authorized or otherwise legally permitted virtual-asset service provider.

Trepzy may restrict assets, networks, self-hosted wallets, conversions, and cross-border transfers.

45.7 Brazilian Data Protection

Each party will comply with applicable Brazilian data-protection requirements, including lawful processing, transparency, security, and data-subject rights.

45.8 Buyer Rights

For MoR Transactions involving Brazilian Buyers, mandatory Brazilian consumer rights may apply and will not be excluded by the Buyer Terms or this Agreement.

45.9 Language

Trepzy may provide applicable Brazil disclosures and Partner Terms in Portuguese.

Where Applicable Law requires a Portuguese document to control, that document controls for the relevant Brazil Service.

46. EUROPEAN ECONOMIC AREA AND UNITED KINGDOM

46.1 True Resale

For an MoR Transaction, the parties intend Trepzy to act as contractual principal and genuine reseller, rather than merely receiving and forwarding money on behalf of a Supplier.

46.2 Regulated Finance Services

Payment accounts, e-money, safeguarding, payment execution, acquiring, Cards, custody, and crypto-asset services will be provided through an appropriately authorized or otherwise legally permitted Financial Partner identified in the Product Disclosure.

46.3 Safeguarding Is Not Deposit Insurance

Funds safeguarded by a payment institution or e-money institution are not necessarily bank deposits and may not be protected by a deposit-guarantee or compensation scheme.

The Product Disclosure will describe the applicable structure.

46.4 Payment Services

Where Trepzy or a Financial Partner provides regulated payment services, applicable information, execution, safeguarding, complaint, and redemption rights will be stated in the relevant Partner Terms or Product Disclosure.

46.5 Crypto-Assets

Crypto-asset and stablecoin functionality will be made available only through providers and assets Trepzy determines are permitted for the relevant jurisdiction.

Applicable issuer, white-paper, authorization, custody, redemption, and risk disclosures may apply.

46.6 Data Protection

The parties will comply with applicable UK or EEA data-protection law.

International transfers of personal data must use an appropriate legal mechanism.

46.7 Mandatory Rights

Mandatory payment, e-money, consumer, tax, and data-protection rights remain unaffected.

47. OTHER JURISDICTIONS

Trepzy may publish additional jurisdictional terms.

A Service is not available in a country solely because the website, API, dashboard, or Documentation can be accessed there.

You are responsible for confirming that your own business and Products are lawful in every jurisdiction you serve.

PART VI — GENERAL LEGAL PROVISIONS

48. CONFIDENTIALITY

48.1 Confidential Information

Each party may receive non-public business, technical, financial, security, or commercial information of the other.

48.2 Obligations

The receiving party will:

• use reasonable measures to protect Confidential Information;
• use it only for purposes of the relationship;
• disclose it only to persons with a need to know and appropriate obligations;
• and not misuse it.

48.3 Exclusions

Confidential Information does not include information that:

• becomes public without breach;
• was lawfully known without restriction;
• is independently developed;
• is lawfully received from another source; or
• is approved for release.

48.4 Required Disclosure

A party may disclose information where required by law, court order, regulator, Financial Partner, or network rule.

Where legally permitted, the party will provide reasonable notice.

49. YOUR REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

1. you have authority to enter into this Agreement;
2. information you provide is accurate;
3. your business and use of the Services are lawful;
4. you maintain required licenses and approvals;
5. your funds have legitimate sources;
6. you are not using the Services for an undisclosed principal;
7. you own or have sufficient rights to each Product;
8. your Products do not infringe third-party rights;
9. your advertising and Product claims are not misleading;
10. you will fulfill Products as promised;
11. you will comply with privacy and data-protection law;
12. you will comply with consumer-protection law applicable to your responsibilities;
13. you will not conceal the nature of a Transaction or seller;
14. you will comply with sanctions, AML, anti-bribery, and export-control requirements;
15. you are not prohibited from using the Services;
16. you will not circumvent risk, network, or compliance controls;
17. you will maintain reasonable security; and
18. your Authorized Users and Connected Sellers will comply with applicable obligations.

50. TREPZY WARRANTIES

Trepzy represents that it has authority to enter into this Agreement and will provide the Services in material accordance with the applicable Agreement.

The exclusive remedy for a material breach of this limited warranty is, at Trepzy’s option:

• re-performance;
• correction;
• a reasonable service credit;
• or termination of the affected Service and refund of prepaid, unused recurring Service Fees.

This Section does not apply to payment principal, Settlement Amounts, or other amounts Trepzy undisputedly owes you.

51. DISCLAIMERS

• THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE;
• EVERY TRANSACTION WILL BE AUTHORIZED, COMPLETED, OR FINAL;
• EVERY FRAUDULENT TRANSACTION WILL BE PREVENTED;
• EVERY CHARGEBACK WILL BE WON;
• A FINANCIAL PARTNER WILL APPROVE OR CONTINUE A SERVICE;
• A COUNTRY, CURRENCY, PAYMENT METHOD, ASSET, NETWORK, OR CARD PROGRAM WILL REMAIN AVAILABLE;
• A DIGITAL ASSET WILL MAINTAIN VALUE OR BE REDEEMABLE;
• A TRANSFER WILL BE RECOVERABLE;
• AI OUTPUTS WILL BE ACCURATE;
• OR THE SERVICES WILL SATISFY EVERY LAW OR OBLIGATION APPLICABLE TO YOUR BUSINESS.

Nothing in this Section excludes a warranty or obligation that cannot lawfully be excluded.

52. INDEMNIFICATION

You will defend, indemnify, and hold harmless Trepzy, its affiliates, officers, directors, employees, contractors, agents, successors, assigns, and applicable Financial Partners from third-party claims, liabilities, losses, damages, fines, penalties, assessments, costs, and reasonable attorneys’ fees arising out of or relating to:

• your Product;
• your business;
• your breach of this Agreement;
• your violation of Applicable Law;
• infringement by your Product or materials;
• misleading or unlawful advertising;
• failure to fulfill or support a Product;
• your privacy or security violation;
• your instructions;
• your Authorized Users;
• your Connected Sellers;
• fraud associated with your business;
• your subscription or cancellation practices;
• Taxes allocated to you;

• Chargebacks, refunds, or complaints attributable to your responsibility;
• your misuse of a Financial Partner service;
• or your representations or warranties.

Trepzy may assume control of the defense of a matter subject to indemnification.

You may not settle a claim in a manner that admits liability by, imposes obligations on, or restricts Trepzy or a Financial Partner without consent.

53. LIMITATION OF LIABILITY

53.1 Excluded Damages

53.2 Trepzy Liability Cap

1. US$1,000; OR
2. THE FEES PAID OR PAYABLE BY YOU TO TREPZY FOR THE AFFECTED SERVICES DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

53.3 Exclusions From Cap

The cap does not limit:

• amounts Trepzy undisputedly owes you as payment principal or Settlement Amounts;
• Trepzy’s fraud or willful misconduct;
• liability that cannot lawfully be limited; or
• obligations expressly governed by a different mandatory limit in Partner Terms or Applicable Law.

53.4 Your Excluded Obligations

The limitations do not reduce:

• your obligation to pay Fees;
• your negative balances;
• your refund and Chargeback obligations;
• your indemnification obligations;
• liability for fraud or willful misconduct;
• misuse of Trepzy Technology;
• or amounts you owe concerning your Products or Transactions.

53.5 Financial Partners

A Financial Partner’s liability is governed by its terms and Applicable Law.

Trepzy is not liable for an independent Financial Partner act except to the extent directly caused by Trepzy’s breach or liability cannot lawfully be excluded.

53.6 Allocation of Risk

The limitations reflect the allocation of risk between the parties and apply regardless of the form of action.

54. TERM, SUSPENSION, AND TERMINATION

54.1 Term

This Agreement begins when you first accept it or use the Services and continues until terminated.

54.2 Termination by You

You may stop using the Services and request Account closure, subject to outstanding obligations, Partner Terms, and wind-down requirements.

54.3 Termination by Trepzy

Trepzy may terminate the Agreement or an affected Service:

• for material breach;
• for fraud or prohibited activity;
• for sanctions or compliance concerns;
• for inaccurate information;
• where required by a Financial Partner, network, or authority;
• where your business presents unacceptable risk;
• because of insolvency or inability to pay;
• if continued provision is unlawful;
• or on reasonable notice for business reasons.

54.4 Immediate Suspension

Trepzy may suspend immediately where reasonably necessary to prevent harm, fraud, loss, legal violation, or security compromise.

54.5 Effect

Upon termination:

• access may end;
• outstanding Fees remain due;
• pending Transactions may be completed, canceled, reversed, or refunded;

• Reserves may remain;
• negative balances remain payable;
• records may be retained;
• Partner Terms may continue;
• and wind-down provisions apply.

54.6 Survival

Provisions concerning:

• Fees;
• Taxes;
• refunds;
• Chargebacks;
• Reserves;
• negative balances;
• settlement adjustments;
• records;
• confidentiality;
• intellectual property;
• indemnification;
• limitations of liability;
• dispute resolution;
• existing Buyers;
• and obligations intended to survive

will survive termination.

55. FORCE MAJEURE

Neither party is liable for delay or failure caused by events beyond its reasonable control, including:

• natural disaster;
• war;
• terrorism;
• civil unrest;
• pandemic;
• government action;
• sanctions;
• labor disputes;
• power failure;
• internet or telecommunications failure;
• cloud outage;
• cyberattack;
• banking disruption;
• network outage;
• blockchain congestion or failure;
• protocol change;
• Financial Partner failure;
• market closure;

• or similar event.

This Section does not excuse payment of amounts already due.

56. CHANGES TO SERVICES AND TERMS

56.1 Service Changes

Trepzy may add, change, limit, suspend, or discontinue functionality because of:

• product development;
• security;
• Financial Partner requirements;
• network rules;
• Applicable Law;
• risk;
• geographic availability;
• or business considerations.

56.2 Terms Changes

Trepzy may update this Agreement.

Trepzy will provide reasonable advance notice of a material adverse change where practicable.

A change may take effect immediately where required for law, security, fraud prevention, Financial Partner requirements, or network compliance.

56.3 Rejection of Changes

If you do not agree to an update, you must stop using the affected Service before the update becomes effective.

Continued use after the effective date constitutes acceptance.

57. ELECTRONIC COMMUNICATIONS AND NOTICES

57.1 Electronic Delivery

You consent to receive electronically:

• agreements;
• disclosures;
• Partner Terms;
• statements;
• receipts;
• tax documents;
• notices;

• security alerts;
• and other communications.

57.2 Delivery Methods

Trepzy may provide notices through:

• the dashboard;
• email;
• website posting;
• API or developer notice;
• in-product message;
• or another reasonable electronic method.

57.3 Contact Information

You must keep contact information current.

57.4 Notices to Trepzy

Formal legal notices to Trepzy must be sent through the legal contact method published on Trepzy’s website and by mail to:

Trepzy, Inc. 131 Continental Drive, Suite 305 Newark, Delaware 19713 United States

A notice concerning a Financial Partner may need to be sent separately under Partner Terms.

58. GOVERNING LAW AND DISPUTE RESOLUTION

58.1 Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles, except to the extent federal law or mandatory local law applies.

58.2 Informal Resolution

Before commencing arbitration, a party must provide written notice describing:

• the parties;
• relevant Account;
• facts;
• legal basis where known;
• and requested relief.

The parties will attempt in good faith to resolve the dispute for at least thirty days.

58.3 Binding Business Arbitration

Except for an eligible small-claims matter or a request for temporary or preliminary injunctive relief concerning security, fraud, intellectual property, unauthorized access, or misuse, a dispute arising from this Agreement will be resolved by binding individual arbitration.

The arbitration will be administered by the American Arbitration Association under its applicable Commercial Arbitration Rules.

One arbitrator will hear the dispute.

Unless the parties agree otherwise, the arbitration will occur remotely or in New Castle County, Delaware.

58.4 Class-Action Waiver

58.5 Jury-Trial Waiver

58.6 Time to Bring Claims

To the maximum extent permitted by law, a claim must be brought within one year after the claimant knew or reasonably should have known of the event giving rise to the claim.

This does not shorten a period that cannot lawfully be shortened.

58.7 Mandatory Local Rights

This Section does not eliminate a mandatory right to bring a claim before a regulator, ombudsman, court, or other body where Applicable Law does not permit waiver.

59. GENERAL PROVISIONS

59.1 Assignment

You may not assign this Agreement without Trepzy’s prior written consent, except in connection with a bona fide merger, reorganization, or sale of substantially all assets where the successor assumes the Agreement and does not create unacceptable risk.

Trepzy may assign this Agreement to an affiliate or in connection with a merger, financing, reorganization, change of control, or sale of assets.

59.2 Subcontractors

Trepzy may use affiliates, Financial Partners, processors, vendors, cloud providers, fraud providers, tax providers, and other subcontractors.

59.3 Independent Contractors

The parties are independent contractors.

Except for Trepzy’s expressly stated role as reseller and legal seller in an MoR Transaction, this Agreement does not create a partnership, joint venture, franchise, employment relationship, fiduciary relationship, or general agency.

59.4 No Fiduciary Duty

Except where Applicable Law expressly provides otherwise, Trepzy is not your trustee, fiduciary, investment adviser, broker, accountant, attorney, or financial adviser.

59.5 Third-Party Beneficiaries

Financial Partners and Trepzy affiliates protected by indemnity, limitation, or other express provisions may enforce those provisions.

Otherwise, this Agreement creates no third-party beneficiary rights.

59.6 Severability

If a provision is unenforceable, it will be enforced to the maximum permissible extent, and the remaining provisions remain effective.

59.7 Waiver

Failure to enforce a provision is not a waiver.

A waiver must be in writing.

59.8 Entire Agreement

The Agreement constitutes the entire agreement concerning the Services and supersedes prior or contemporaneous agreements concerning the same subject, except for a separately executed agreement that expressly states otherwise.

59.9 Headings

Headings are for convenience only.

59.10 Interpretation

“Including” means “including without limitation.” A singular term includes the plural where appropriate.

References to laws include amendments and successor provisions.

59.11 Electronic Signature

Electronic acceptance and signatures have the same effect as a handwritten signature to the extent permitted by law.

60. ACKNOWLEDGEMENT

1. YOU HAVE READ AND UNDERSTOOD THE AGREEMENT;
2. YOU HAVE AUTHORITY TO ACCEPT IT;
3. TREPZY ACTS AS MERCHANT OF RECORD ONLY FOR EXPRESSLY DESIGNATED MOR TRANSACTIONS;
4. A PROCESSOR TRANSACTION HAS A DIFFERENT LEGAL STRUCTURE;
5. TREPZY PAYMENTS AND TREPZY FINANCE ARE SEPARATE SERVICES;
6. TREPZY IS NOT A BANK;
7. REGULATED FINANCIAL SERVICES MAY BE PROVIDED DIRECTLY BY IDENTIFIED FINANCIAL PARTNERS;
8. A GLOBAL ACCOUNT MAY DISPLAY DIFFERENT TYPES OF LEGAL ENTITLEMENTS;
9. NO GENERIC TREPZY BALANCE IS AUTOMATICALLY A DEPOSIT, E-MONEY, CUSTODIAL ASSET, OR INSURED BALANCE;
10. TRANSACTIONS MAY BE SUBJECT TO HOLDS, REVERSALS, REFUNDS, CHARGEBACKS, RESERVES, SANCTIONS REVIEW, AND FINANCIAL PARTNER RULES;
11. DIGITAL ASSETS AND CROSS-BORDER TRANSFERS INVOLVE MATERIAL ADDITIONAL RISKS;
12. YOU ARE RESPONSIBLE FOR YOUR PRODUCTS, AUTHORIZED USERS, CONNECTED SELLERS, AND BUSINESS ACTIVITIES;
13. FINANCIAL PARTNER TERMS AND PRODUCT DISCLOSURES MAY APPLY;
14. THESE TERMS INCLUDE ARBITRATION, CLASS-ACTION, AND JURY-TRIAL WAIVERS; AND
15. YOUR CONTINUED USE IS SUBJECT TO THE THEN-CURRENT AGREEMENT.

Trepzy, Inc. 131 Continental Drive, Suite 305 Newark, Delaware 19713 United States

© 2026 Trepzy, Inc. All rights reserved.