Pay In Service and Pay Out Service Terms and Conditions

1. Obligations of Nium

1. Pay In Service and Pay Out Service to End Customers. In consideration of each End Customer paying the End Customer Fees, Nium shall provide the Pay In Service and/or Pay Out Service to End Customers in accordance with the terms of the Platform Services Agreement, the End Customer Terms and Conditions, and Applicable Laws.
2. Right of Refusal of Nium. Nium reserves the right to refuse to provide, or suspend or terminate the provision of, the Pay In Service and/or Pay Out Service to any End Customer at any time without liability to the Client, in accordance with Applicable Laws and the End Customer Terms & Conditions. Nium shall notify the Client of any such refusal, suspension or termination.
3. No Representations or Warranties for Underlying Transactions. Nium makes no representation or warranty nor does Nium have control of, or liability to, the Client or an End Customer for any Underlying Transaction. Nium does not guarantee or ensure that any Payer will complete an Underlying Transaction made with an End Customer.

2. Obligations of the Client

1. The Nature of the VBAN. The Client shall ensure that each End Customer and Payer is aware of and understands the following:
   1. A VBAN (A) is a notional representation of the associated Settlement Account created for record keeping, reporting and administrative purposes; (B) does not hold funds or generate any actual credits and debits independently from the associated Settlement Account; and (C) is not a separate payment account or bank account owned or operated by an End Customer.
   2. Funds transferred by the relevant End Customer or a Payer would be credited into the Settlement Account.
   3. The End Customer does not own or operate any Settlement Account or have any other interest in any Settlement Account and any interest earned on monies held in any Settlement Account is not payable to the End Customer. The Financial Partner that maintains the Settlement Account does not have any contractual duty or relationship with any End Customer under any circumstances.
2. Submission of Instruction for Pay In Services or Pay Out Services. The Client is responsible for transmitting all Instructions for Pay In Services and/or Pay Out Services from an End Customer to Nium. The Client shall maintain accurate and complete records relating to all such Instructions for such period as required by Applicable Laws and in any event, for no less than eight (8) years after termination of this Agreement. For each Instruction submitted to Nium, the Client represents and warrants that:
   1. it has been properly authorized by the relevant End Customer and transmitted by the Client on behalf of such End Customer (and not any third party) in accordance with the scope of authorization granted by the terms of the End Customer Terms and Conditions and the Platform Services Agreement;
   2. such authorization remains effective as of the time of transmittal, the crediting or debiting of the End Customer account's by Nium;
   3. no Instruction violates any Applicable Laws or will cause Nium to violate any Applicable Laws; and
   4. the Client shall not submit an Instruction to Nium for processing any transaction if there is not a corresponding fee for such transaction specified in the Fee Schedule unless the Client has notified its End Customers of Nium’s prevailing standard fees for such transaction (as communicated by Nium to the Client from time to time).

3. Stablecoin Pay In Service

1. The Stablecoin Pay In Service. Subject to payment of Fees and this Agreement, Nium may enable an End Customer to fund its Available Balance by transferring Digital Assets from the End Customer’s own external wallet to a Stablecoin Deposit Address made available by Nium (the “Stablecoin Pay In Service”). The Stablecoin Pay In Service is a form of Pay In Service and, except as modified by this Section 3, this Agreement applies to the Stablecoin Pay In Service in the same way as it applies to any other Pay In Service.
2. Digital Asset Partner. The Digital Asset sent by an End Customer is received, custodied, screened (including sanctions and anti-money laundering screening) and converted into fiat currency by a digital asset partner, a Financial Partner and Subcontractor engaged by the relevant Nium entity (“Digital Asset Partner”). Nium does not, at any point, take custody of, or have any right, title or interest in, the Digital Asset.
3. Stablecoin Deposit Address. Nium will make available to an End Customer a Stablecoin Deposit Address for the applicable Digital Asset and network. The Client shall ensure that each End Customer sends a Digital Asset only to the Stablecoin Deposit Address provided, using the network specified. Nium is not responsible for, and will not compensate the Client or an End Customer for, any Digital Asset sent to an incorrect address or over an unsupported network.
4. No visibility of, or interest in, the Digital Asset. Neither the Client nor an End Customer will have visibility of, or any right, title or interest in, the Digital Asset once it has been sent. The Available Balance will only reflect the fiat currency value credited to it following conversion by Digital Asset Partner (subject to the Digital Asset Partners applicable cut-off times which may impact the Client’s receipt of the fiat currency); the Digital Asset itself does not, at any point, form part of the Available Balance.
5. No guarantee or insurance. A Digital Asset is not legal tender, is not issued or guaranteed by any government, central bank or Nium, and is not a deposit with, or insured by, Nium, the Digital Asset Partner, or any deposit insurance or government compensation scheme (including the Canada Deposit Insurance Corporation or any foreign equivalent). Nium does not guarantee the value, stability, convertibility or redeemability of any Digital Asset. Neither Nium nor the Digital Asset Partner is obliged to compensate the Client or End Customer for any loss, theft or reduction in value of a Digital Asset arising before it is converted and credited to the Available Balance, including any loss arising from the insolvency, default, security breach or operational failure of Nium or the Digital Asset Partner.
6. Funding is one-directional. The Stablecoin Pay In Service is one-directional: Digital Asset in, fiat currency out. Neither the Client nor an End Customer may use the Stablecoin Pay In Service, or any other Service, to withdraw or receive an Digital Asset from the Available Balance.
7. Digital Asset transfers are irreversible. A transfer of a Digital Asset made on a blockchain network cannot be recalled, reversed or cancelled by Nium or the Digital Asset Partner once it is confirmed on that network, including where an End Customer sends it to an incorrect address, over an unsupported network, or in the wrong amount.
8. Screening and rejection. If screening of a Digital Asset, or the wallet from which it is sent, identifies a sanctions, anti-money laundering or other compliance concern, Nium and/or the Digital Asset Partner may reject, delay, freeze or return the Digital Asset. Nium will have no liability to the Client or an End Customer for any resulting delay or Loss.
9. Fees and conversion. The Fees and conversion mechanics that apply to the Stablecoin Pay In Service will be notified to the Client. Nium is not liable for any change in the value of an Digital Asset, or for any network or gas fee charged by the relevant blockchain network or sending digital asset provider.
10. Nium Affiliate providing the Stablecoin Pay In Service. Nium may provide the Stablecoin Pay In Service through an Affiliate of Nium, which may be a different Nium entity to the one that is a party to the Platform Services Agreement in respect of the Client’s other Pay In Service and Pay Out Service.