Pay In Service and Pay Out Service Terms and Conditions

1. General.

1. The Pay In Service. Subject to payment of fees and these Terms, Nium agrees to enable the Customer to use Nium's payment service ("Pay In Service") to (i) provide funds for the use of Pay Out Service; (ii) receive funds in a Supported Currency from a third party approved by Nium ("Payer") (services described in (i) and (ii) are collectively referred to as "Pay In"); (iii) exchange funds from one Supported Currency to another Supported Currency; and (iv) maintain funds in a Supported Currency.
2. The Pay Out Service. Subject to payment of fees and these Terms, Nium agrees to enable the Customer to use Nium's payment service ("Pay Out Service") to transfer funds to the Customer or a third-party beneficiary located in a jurisdiction approved by Nium ("Pay Out").
3. Nium may decline to provide the Pay In Service and Pay Out Service. Nium may, in its sole discretion and for any reason, refuse to provide Pay In Service or Pay Out Service to the Customer. Except to the extent restricted by applicable law or contract, Nium will inform the Customer of the reasons for any such refusal.
4. Restrictions to Pay In Service and Pay Out Service. The Customer may not use the Pay In Service or Pay Out Service, and Nium is not required to provide the applicable Services, if:
   1. the Customer has an insufficient Available Balance to cover a Pay Out transaction (plus any applicable fees);
   2. the Pay In or Pay Out is not in a Supported Currency and the Payer or beneficiary, as applicable, is not located in a jurisdiction approved by Nium;
   3. the Pay In or Pay Out is connected with an activity (A) set out in the prohibited list published on www.nium.com/legal/prohibited-business-categories (as amended from time to time), or (B) inconsistent with applicable laws or Nium's internal compliance policies;
   4. the result of any due diligence checks or screening in relation to the Pay In or Pay Out is unsatisfactory;
   5. the Pay In or Pay Out is not within the transaction limit set by Nium from time to time;
   6. the Pay In (A) is made via over-the-counter checks or cash deposits, or (B) does not originate from the Customers bank account or the bank account of a Payer; or
   7. where notified by Nium as a requirement for the Pay In, Nium has received an instruction to receive a Pay In (“Pay In Instruction”) and the results of any checks performed on such Pay In Instruction and the Payer are unsatisfactory.

2. VBAN.

1. Generation of Virtual Bank Account Numbers (VBAN). Nium may generate one or more VBANs on the Customers behalf. The VBAN enables the Customer to provide funds to Nium for the use of the Pay Out Service or receive funds from a Payer pursuant to the Pay In Service.
2. About the VBAN. The Customer acknowledges and agrees that, and shall also ensure that any Payer is aware and understands that:
   1. a VBAN (A) is a notional representation of the associated Settlement Account created for record keeping, reporting and administrative purposes, (B) it 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 the Customer. It is associated with a Settlement Account. Funds transferred by the Customer or a Payer would be credited into the Settlement Account; and
   2. the financial partner that maintains the Settlement Account has no contractual duty or obligation to, or relationship with the Customer under any circumstances.
3. Inactive VBAN. If a VBAN remains inactive for a period of twelve (12) months, meaning no transaction has taken place via the Nium Account or VBAN or zero balance has been associated with the VBAN, Nium may designate the VBAN as "Inactive". Once the VBAN has been designated as Inactive, Nium may close the Nium Account or VBAN by giving the Customer seven (7) days' notice.

3. Available Balance.

1. Generally. The Available Balance represents the funds available to the Customer for use in connection with the Services. Only Cleared Funds received by Nium from the Customer or a Payer are credited to the Available Balance.
2. The Customer instructs and authorizes Nium to receive any funds. The Customer instructs and authorizes Nium to receive any funds from the Customer or a Payer and credit the same to the Available Balance in one or more Supported Currencies.
3. Supported Currencies. The Available Balance can only be maintained in one or more Supported Currencies. If any funds received by Nium from the Customer or a Payer are not in a Supported Currency, Nium will credit the Available Balance with the equivalent amount of a Supported Currency at the applicable exchange rate plus any applicable mark-up.
4. Maintenance of Available Balance. The Available Balance will be maintained by Nium in accordance with applicable laws. Unless Appendix B of these Terms states otherwise for a jurisdiction, the Customer acknowledges and agrees that (i) the Available Balance is not protected by any depositor or insurance scheme, and (ii) the Customer do not have any right or control or other interest in any funds Nium has received from the Customer or a Payer other than a right to use the Available Balance as described in these Terms.

   For the avoidance of doubt, this Section 3(d) does not prevent the Customer from requesting the return of Available Balance.

5. Funding of Available Balance. The Customer may fund the Available Balance via a Pay In. Nium reserves the right to decline any funds provided by the Customer if the Customer are in breach of these Terms or if doing so may cause Nium to violate applicable laws.
6. Representations and Warranties. The Customer represents, warrants and agrees that:
   1. the Customer owns all title, rights and interest to the funds received by Nium for crediting to the Available Balance. No person or entity other than the Customer has any rights in relation to the Available Balance and funds received pursuant to the Pay In Service;
   2. the Customer will not assign, charge, declare trust over or transfer the benefit of all or any part of any rights in relation to the Available Balance; and
   3. the Customer is solely responsible for reporting all tax matters to the relevant tax authority and payment of applicable taxes in respect of the Available Balance. The Customer are also responsible for complying with any other applicable reporting requirements, including but not limited to, any customs or foreign currency controls.
7. When Nium may cancel, reverse, demand a refund or debit Available Balance. Nium may cancel, reverse, demand a refund, or cause any amount of the Available Balance to be unavailable for Pay Out and make corresponding adjustments to any entry if:
   1. Nium needs to correct any error or omission;
   2. Nium is required to return the funds to the Payer;
   3. Nium has not received cleared and unconditional funds; or
   4. Nium has reasonable grounds to do so for any other legitimate reasons.
8. Return of Net Available Balance. Nium will return any Net Available Balance upon termination of these Terms.
   1. Subject to subpart (ii) below, when these Terms are terminated for any reason, Nium will return to the Customer an amount equivalent to any remaining Available Balance, net of (A) any amounts owed to Nium under these Terms or otherwise, (B) applicable bank charges, and (C) taxes (such amount the "Net Available Balance") to a bank account in the Customers name within 60 business days of receipt of a request from the Customer.
   2. All fund transfers are subject to due diligence checks and Nium is not required to return the Net Available Balance to the Customer if (A) the result of due diligence checks is unsatisfactory, (B) Nium is prohibited by an order or directive of an applicable regulator, or (C) doing so might otherwise put Nium in breach of any applicable laws.

4. Pay Out Service.

1. No Standing Arrangement. Each Pay Out instruction received by Nium constitutes a separate, binding and independent instruction to Nium to perform a Pay Out. Nium does not accept any instruction to make a Pay Out based on a recurring or standing arrangement.
2. The Customer is liable to Nium for shortfall. In the event that a Pay Out has been processed despite there being insufficient Available Balance, the Customer shall reimburse Nium the shortfall plus any applicable fees. The Customer shall immediately transfer an amount equal to the shortfall to a bank account nominated by Nium.
3. Currency of Pay Out. If Nium receives a Pay Out for processing:
   1. if the Customer does not have sufficient Available Balance in the applicable Pay Out currency, Nium will debit the Customers Available Balance held in another currency in an amount equal to the Pay Out converted into the applicable Available Balance currency at the applicable exchange rate plus any applicable mark-up; and
   2. if there is no currency exchange fee or transaction fee for the Pay Out currency published by Nium or otherwise previously communicated to the Customer, Nium may apply its then prevailing standard currency exchange fee, transaction fee and foreign exchange rate to such transaction.
4. The Customer must provide Nium with correct and complete bank account details.
   1. The Customer must ensure that the details of the Customers bank account and the bank account of any beneficiary are correct and complete and shall notify Nium of any change to the Customers bank account or the bank account of any third-party beneficiary. Until Nium has been notified of such change and has had a reasonable opportunity to act on it, Nium shall be entitled to process the Pay Out to the bank account details previously provided to Nium.
   2. Nium is not liable for any Losses arising from any Pay Out due to incorrect or incomplete details provided by the Customer or any failure to inform Nium in advance of any change to the Customers existing bank account or the existing bank account of the beneficiary.
5. Remittance taxes may be applicable to a Pay Out. The Customer acknowledges and agrees that the tax authorities of certain countries and/or jurisdictions may deduct certain tax, fee and/or tariffs ("Remittance Taxes") from a Pay Out. If any Pay Out is subject to Remittance Tax, the amount the Customer or the beneficiary actually receives may be different from the amount stated in the instruction to process Pay Out.

   Nium is not liable for any Losses resulting from the beneficiary receiving such reduced amount under any circumstances.

6. No guarantee of successful cancellation or recall. Please notify Nium if the Customer wishes to cancel a Pay Out instruction (before Nium processes such Pay Out) or recall a Pay Out instruction (after Nium has processed the Pay Out). Nium does not guarantee a successful cancellation or recall. All bank charges and administrative cost relating to such cancellation or recall are borne by the Customer.
7. Refunds to the Customers Available Balance made in error. If any refund, or any other amount has been credited to the Available Balance in error (e.g., if a refund is issued more than once for the same transaction), Nium will be entitled to deduct such amount from the Available Balance. The Customer agrees to any such deductions being made by Nium.
8. Payments to the United States.
   1. Transactions transmitted through an automated clearing house ("ACH") ("ACH Transaction") shall be subject to the applicable laws of the United States ("Applicable US Law") and ACH Operating Rules (the "ACH Rules") of the National Automated Clearing House Association ("NACHA"). The Customer acknowledges that it has access to a current version of the ACH Rules. Unless otherwise defined in these Terms, all capitalized terms in this subsection have the meanings assigned in the ACH Rules. The Customer agrees to comply with and be bound by the ACH Rules.
   2. When the Customer submits an ACH Transaction to Nium, the Customer assumes the responsibilities of an Originator under the ACH Rules and authorizes Nium and Nium's ODFI Bank Partner ("ODFI") to process its ACH Transactions on its behalf in accordance with the instructions the Customer provides. The Customer may not originate ACH Transactions on behalf of, or for the benefit of, any entity other than the Customer, unless the Customer has received prior written authorization from Nium or the ODFI to do so.
   3. The Customer agrees to obtain proper authorizations and maintain proper confidential records of such authorizations from the Receiver for ACH Transactions and to provide Nium with timely, accurate, and complete information as required by the ACH Rules.
   4. The Customer agrees that such records are confidential information, the Customer will safeguard such information, and the Customer will be jointly and severally liable with Nium to the ODFI for the failure to comply with such obligations.
   5. Nium may limit the Customers ACH Transaction and establish exposure transaction limits related to the amount of ACH Transactions transmitted by the Customer and may review and adjust periodically. Nium or the ODFI may block or reject any ACH Transaction that exceeds a limit Nium has established and can reject an ACH Transaction if it does not comply with these Terms, the ACH Rules, or Applicable Law.
   6. The Customer agrees to provide information Nium or the ODFI may request from the Customer to confirm the Customers compliance with these Terms, the ACH Rules, and applicable US law.

5. Pay In Service.

1. Nium does not make any representations and warranties with respect to any underlying transaction. Where a Pay In arises from an underlying transaction between the Customer and a Payer, Nium does not have any control of, nor any liability for, such underlying transaction or any goods, products or services provided to the Payer by the Customer.
2. Reserves. The Customer agrees that Nium may, from time to time, establish and withhold from any funds received pursuant to the Pay In Service such reserve amounts ("Reserves") to cover amounts owed to Nium under these Terms (including but not limited to fees, refunds or reversals). Additionally, the Customer agrees the Reserves may be funded through: (i) funds provided by the Customer at Nium's request, or (ii) debiting the Customers bank account. Nium's rights with respect to the Reserves shall survive termination of these Terms. Nium will notify the Customer in case Nium establishes any Reserves.
3. Nium may specify transaction limits. Nium may specify single transaction and aggregate transaction limits for Pay In Service. Nium will notify the Customer of any such limits.
4. Additional requirements with respect to Pay In received in Japan. Where a Pay In is received in Japan, the Customer:
   1. authorizes and consents to Nium receiving the Pay In via Nium Japan Kabushiki Kaisha ("Nium Japan") as part of the collection agency services (Shūnō Daikō);
   2. agrees and accepts that upon Nium Japan's receipt of such Pay In from a Payer, such Payer's obligation to pay the Customer shall be satisfied in full and any claim the Customer have against such Payer will be extinguished;
   3. will make it clear in the agreement between the Customer and the Payer that (A) Nium Japan acts as a collection agent, and (B) a Payer's obligation to pay the Customer shall be satisfied in full and any claim the Customer has against such Payer will be extinguished upon Nium Japan's receipt of the relevant Pay In from such Payer;
   4. shall deliver the applicable goods and/or services to such Payer and shall not use the Pay In Service to receive funds unrelated to goods and/or services provided by the Customer;
   5. shall, upon Nium's request, provide Nium with relevant documents which establish the commercial relationship between the Customer and the Payer, and the Pay In relates to goods or services supplied by the Customer; and
   6. acknowledges and agrees that:
      1. Nium Japan shall not be deemed to be providing Pay In Service to the Customer by virtue of it receiving a Pay In and it has no obligations or liabilities to the Customer under these Terms. The Customer does not have any right to enforce the terms of these Terms against Nium Japan. In the event that Nium Japan suffers any Losses due to the Customers acts or omissions or any Payer’s acts or omissions, such Losses shall be treated as if suffered by Nium and Nium shall be entitled to seek remedy directly from the Customer; and
      2. neither Nium nor Nium Japan engages in any service that is considered to be "funds transfer transaction" (kawase torihiki) as defined in the Banking Act of Japan (Law No. 59 of 1981, as amended) and the Payment Services Act of Japan (Law No. 59 of 2009, as amended).
5. Additional requirements with respect to Pay In received in India. Where a Pay In is received in India, the Customer:
   1. represents and warrants that the Customer is a merchant offering digital content or services or online travel services, as applicable;
   2. appoints Nium India Pvt Ltd ("Nium India") as the Customers collection agent to receive funds from the relevant Payer located in India and remit such funds received by Nium India to Nium (minus all amounts which Nium India is entitled to deduct including: (A) any amount owed to Nium India by the Customer (whether such amount are present, future, actual or contingent or potential, liquidated or unliquidated and regardless of the currency of their denomination); (B) reversed Pay In; (C) amounts equal to the Reserves, and (D) taxes;
   3. undertakes to pay such service fee to Nium India as consideration for Nium India acting as the Customers collection agent; and
   4. understands and agrees that these Terms constitute a direct agreement between the Customer and Nium India with respect to services provided pursuant to any Pay In received in India. Nium India shall be a third-party beneficiary to these Terms and shall have the right to enforce these Terms directly against the Customer or any third party to the extent it may deem such enforcement necessary or advisable to protect its rights.

6. Stablecoin Pay In Service.

1. The Stablecoin Pay In Service. Subject to payment of Fees, Nium may enable the Customer to fund its Available Balance by transferring USDC or such other stablecoin or digital asset as Nium may support from time to time (each, a “Digital Asset”) from the Customers own external wallet to a deposit address set out in Section 6(c) below (a “Stablecoin Pay In”). A Stablecoin Pay In is a form of Pay In and, except as modified by this Section 6, these Terms apply to a Stablecoin Pay In in the same way as they apply to any other Pay In (“Stablecoin Pay In Service”).
2. Digital Asset Partner. The Digital Asset the Customer sends is received, custodied, screened (including sanctions and anti-money laundering screening) and converted into fiat currency by a digital asset partner, a third-party service provider engaged by the relevant Nium entity (the “Digital Asset Partner”). Nium does not, at any point, take custody of the Digital Asset.
3. Deposit address. Nium will provide the Customer with a blockchain deposit address for the applicable Digital Asset and network. The Customer must send the Digital Asset only to the deposit address provided to the Customer, using the network specified to the Customer. Nium is not responsible for, and will not compensate the 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. The Customer will not have visibility of, or any right, title or interest in, the Digital Asset once the Customer has sent it. The Customers Available Balance will only reflect the fiat currency value credited to it following conversion by the 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 Customers 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 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. A Stablecoin Pay In is where there is a Digital Asset paid in and a fiat currency pay out. The Customer may not use a Stablecoin Pay In, or any other Service, to withdraw or receive a Digital Asset from the Customers 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 and/or the Digital Asset Partner once it is confirmed on that network, including where the Customer sends it to an incorrect address, over an unsupported network, or in the wrong amount. Section 3(g) above (when Nium may cancel, reverse or demand a refund of the Available Balance) does not apply once a Digital Asset has been received and confirmed on the applicable blockchain network.
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 Customer for any resulting delay or Loss.
9. Fees and conversion. The fees and conversion mechanics that apply to a Stablecoin Pay In will be notified to the Customer by Nium at the time of the transaction. Nium is not liable for any change in the value of a Digital Asset, or for any network or gas fee charged by the relevant blockchain network or the sending digital asset provider.
10. Which Nium entity provides the Stablecoin Pay In. In accordance with Section 14 of the General Terms (Multiple Nium Entities Providing Services), the Stablecoin Pay In Service may be provided by a different Nium entity to the one that provides the Customers other Pay In Service and Pay Out Service.
11. Direct agreement with Nium Canada. The Customer understands and agrees that:
    1. this Section 6 constitute a direct agreement between the Customer and Nium Canada Corporation (“Nium Canada”) with respect to the Stablecoin Pay In Service;
    2. Nium Canada, and not any other Nium entity, including the Nium entity identified in Appendix B for the Customers other Pay In Service and Pay Out Service, provides the Stablecoin Pay In Services to the Customer;
    3. Nium Canada shall be a third-party beneficiary to these Terms and shall have the right to enforce these Terms directly against the Customer or any third party to the extent it may deem such enforcement necessary or advisable to protect its rights; and
    4. the Customer must complete any onboarding, identification and verification checks required by Nium Canada before the Customer may use the Stablecoin Pay In Service, and Nium Canada may refuse to provide the Stablecoin Pay In Service to the Customer until it has done so.