This Stablecoin Non-Fiduciary Custodial Agreement (this “Agreement”) governs the non-fiduciary Stablecoin Custody Account and related activities (the “Services”) provided by Erebor Bank, NA (“Bank,” “we,” “us,” or “our”).

Subject to this Agreement, we offer the ability to transfer Stablecoins to your Stablecoin Custody Account for conversion into U.S. dollars which are credited to your linked Deposit Account, or to initiate outbound transfers of Stablecoins from your Stablecoin Custody Account.

Please read this Agreement carefully.

Important Information

Your Stablecoin Custody Account is not a deposit account and is not subject to the same protections as a deposit account. Stablecoins held in your Stablecoin Custody Account are:

• not insured by the Federal Deposit Insurance Corporation (“FDIC”) or any other public or private insurer;

• not deposits and not liabilities or obligations of the Bank;

• not guaranteed by the Bank, except to the limited extent expressly provided in this Agreement; and

• do not earn interest, dividends, or other returns.

The Stablecoin Custody Account is separate and distinct from any deposit account you maintain with the Bank. Stablecoins are held in custody by us on your behalf, in a non-fiduciary capacity, and are not commingled with nor part of the Bank’s general assets while in custody.

The Bank acts solely as a non-fiduciary custodian. The Bank does not provide investment advice, does not monitor the value or performance of any Stablecoin, and does not make decisions on your behalf regarding the acquisition, holding, or transfer of Stablecoins.

Stablecoins may lose value, may become illiquid, or may be subject to technological, regulatory, or market risks. You may lose some or all of the value of your Stablecoins.

By opening or using a Stablecoin Custody Account or the Services, you agree to this Agreement, as it may be amended from time to time, and acknowledge and accept the risks and limitations described herein.

About this Agreement

General

This Agreement governs any Stablecoin Custody Account and the Services provided by the Bank. This Agreement is supplemented by any applicable fee schedules, product disclosures, and other terms provided or made available to you that relate to the Stablecoin Custody Account or Services, which are incorporated herein by reference. In the event of a conflict between this Agreement and any incorporated terms, this Agreement will control with respect to the Stablecoin Custody Account and the Services unless expressly stated otherwise.

Dispute Resolution; Arbitration

The dispute resolution and arbitration provisions in your Commercial Deposit Account Agreement are hereby incorporated by reference and apply to any dispute regarding this Agreement.

Scope and Applicability

This Agreement applies to the Stablecoin Custody Account regardless of how you access or use it, including through a website, mobile application, application programming interface (API), or any other channel the Bank makes available now or in the future. This Agreement also applies to all Instructions submitted in connection with the Stablecoin Custody Account and to all activities conducted by you or any Authorized Person acting on your behalf.

Non-Fiduciary Relationship

The Bank provides the Services solely in a non-fiduciary capacity. Nothing in this Agreement creates a fiduciary, advisory, or discretionary relationship between you and the Bank. The Bank does not provide investment, legal, or tax advice and does not monitor the Stablecoin Custody Account for your benefit. All decisions regarding the acquisition, holding, conversion, or transfer of Stablecoins are solely your responsibility.

Relationship to Commercial Deposit Account Agreement

Your Deposit Account is governed by the Commercial Deposit Account Agreement. In the event of a conflict between this Agreement and the Commercial Deposit Account Agreement the Commercial Deposit Account Agreement will control with respect to the Deposit Account and this Agreement will control with respect to the Stablecoin Custody Account and the Services.

Changes to This Agreement

We may change or update this Agreement, including any fees, features, or terms of the Services, from time to time, unless prohibited by applicable law. We will provide notice of changes as required by applicable law, which may be provided electronically. Some changes may become effective immediately, while others may become effective after a notice period. If you continue to use the Stablecoin Custody Account or the Services after the effective date of a change, you will be deemed to have accepted the change. If you do not agree to a change, you must stop using the Services, and we may close your Stablecoin Custody Account.

Definitions

As used in this Agreement, the following terms have the meanings set forth below. Additional defined terms appear in context throughout this Agreement.

“Access Credentials” means, as applicable, your Stablecoin Custody Account numbers, identifiers, usernames, passwords, PINs, authentication codes, biometric identifiers, one-time passcodes, cryptographic keys, API credentials, tokens, devices, and any other information used to access your Stablecoin Custody Account or the Services.

“Account Holder” means each person who holds present rights to a Stablecoin Custody Account.

“Account Information” means any information made available by the Bank regarding the Stablecoin Custody Account, Transactions, balances, and activity history, including records provided through a portal, API, mobile application, or other delivery channel.

“Agreement” has the meaning set forth in the preamble.

“Authorized Person” means you and any individual you designate, in a manner acceptable to the Bank, to access the Stablecoin Custody Account and provide Instructions on your behalf, subject to any limitations the Bank elects to recognize.

“Blockchain Network” means any distributed ledger, blockchain, or similar decentralized network or protocol on or through which a Stablecoin operates or is transferred, as the Bank may support from time to time.

“Blockchain Account” means any blockchain wallet address, account, or other technical environment established and maintained by the Bank in your name or for your benefit in connection with the Stablecoin Custody Account.

“Custodied Asset” means Stablecoins held in your Stablecoin Custody Account.

“Deposit Account” means a U.S. dollar demand deposit maintained by you with the Bank, subject to the Commercial Deposit Account Agreement, and serving as the linked settlement account for the Stablecoin Custody Account and the Services.

“Fees” means all fees, charges, costs, and expenses associated with the Stablecoin Custody Account and the Services, as disclosed by the Bank from time to time.

“Funds Travel Rule” means the requirements under 31 C.F.R. § 1010.410(f) and related FinCEN guidance applicable to the transmission of certain information in connection with fund transfers, as applied to virtual currency transactions.

“Governmental Authority” means any federal, state, local, or foreign governmental body, regulatory authority, self-regulatory organization, court, tribunal, or law enforcement agency with jurisdiction over the Bank, the Services, or the Stablecoin Custody Account.

“Incoming Stablecoin Conversion” means an incoming transfer of Stablecoins to a Bank-controlled address or receiving environment in connection with the Stablecoin Custody Account.

“Instruction” means any direction, request, order, or communication submitted to the Bank by an Authorized Person in connection with the Stablecoin Custody Account or the Services, including the initiation of Transactions through any channel or method established by the Bank.

“Network Event” means any blockchain fork, airdrop, protocol upgrade, governance change, network migration, validator or consensus change, token redenomination, smart-contract change, chain split, issuer action, redemption, freeze, blacklist, reissuance, or similar event affecting a Blockchain Network.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Outgoing Stablecoin Conversion” means an outgoing transfer of Stablecoins from the Bank to a blockchain address or destination designated by an Authorized Person.

“Security Procedures” means the authentication, verification, and access requirements established by the Bank from time to time for the submission and processing of Instructions, including passwords, multi-factor authentication, API keys, device verification, callback procedures, whitelists, and transaction limits.

“Stablecoin” means a digital asset that is (i) directly or indirectly redeemable in an equal ratio to U.S. dollars (e.g., one stablecoin for one dollar), and (ii) designated by the Bank, in its sole discretion, as a Supported Stablecoin.

“Stablecoin Custody Account” means the non-fiduciary custody account established and maintained by the Bank for your benefit under this Agreement, including any Blockchain Account established in connection with the Bank’s provision of the Services.

“Supported Stablecoin” means stablecoins that the Bank expressly agrees to process in connection with a Transaction.

“Taxes” means all taxes, levies, duties, imposts, withholdings, assessments, and charges of any nature, including income taxes, capital gains taxes, excise taxes, sales taxes, value-added taxes, and any related interest, penalties, or additions to tax.

“Transaction” means any Incoming Stablecoin Conversion, Outgoing Stablecoin Conversion, or other action, solely with respect to Stablecoins processed in connection with the Bank’s provision of the Services. A Transaction does not include deposits or withdrawals on your linked Deposit Account, which are governed by your Commercial Deposit Account Agreement.

“You,” “your,” and “yours” mean each Account Holder.

Contacting Us

If you have questions about your Stablecoin Custody Account, need assistance, wish to report suspected fraud or unauthorized activity, or want to request accommodations, you may contact us using the methods below:

• Phone: +1 614-233-1797

• Email: support@erebor.bank

• Mailing Address: Erebor Bank, NA, 500 Neil Avenue, Suite 140, Columbus, OH 43215

For purposes of this Agreement, whenever we instruct you to “contact us,” “notify us,” or use similar language, it refers to the contact methods listed in this section, unless we expressly specify a different method.

We may also contact you regarding your Stablecoin Custody Account, security matters, or for other operational purposes using the communication methods described in this Agreement, including telephone calls, text messages, push notifications, in-app messages, or email.

Security Reminder

To help protect you from fraud and phishing attempts:

• We will never contact you and ask you to provide your debit card PIN (if applicable), one-time passcode, wallet seed phrases, private keys, recovery codes, full social security number, or Access Credentials through an unsolicited call, text message, email or social media message. If you receive a request for this information or any other sensitive information (including your contact information, account numbers, authentication information, or tax identification numbers), do not respond, click links or open attachments.

• If you receive a communication that appears suspicious or requests sensitive information in an unexpected manner, please contact us directly using the contact information above.

We may require you to verify your identity before discussing or acting on your request. Communications sent through unsecured channels, such as standard email or text messaging, may not be confidential and should not include sensitive information unless specifically requested by us through secure methods.

If you believe your Access Credentials have been lost, stolen, or compromised, or that unauthorized activity has occurred, please contact us immediately using the methods above.

Purpose; Opening and Maintaining a Stablecoin Custody Account

Purpose

The purpose of the Stablecoin Custody Account is to provide, in conjunction with a Deposit Account, the ability to efficiently transfer Stablecoins through Transactions. Use of the Services to exploit Stablecoin valuation disparities or other vulnerabilities, is prohibited.

Eligibility; Authority; Acceptance of Agreement

To open and maintain a Stablecoin Custody Account, you must satisfy our eligibility requirements and any other requirements we establish from time to time. By opening, accessing, or using a Stablecoin Custody Account or any Services, you represent, warrant, and agree that:

• you have reviewed, understand, and agree to be legally bound by this Agreement and any other applicable terms, disclosures, procedures, or requirements;

• if you are a natural person, you are at least 18 years of age or the age of majority in your jurisdiction, whichever is greater;

• if you are acting on behalf of a corporation, limited liability company, partnership, trust, or other legal entity, you have full power and authority to bind that entity to this Agreement and to take all actions contemplated herein on its behalf;

• you, and each Authorized Person, satisfy all legal, regulatory, and policy requirements applicable to the opening and use of the Stablecoin Custody Account and the Services; and

• neither you nor, to your knowledge, any Authorized Person is a person with whom the Bank is prohibited from dealing under applicable law, including applicable economic sanctions, export controls, or anti-money laundering laws.

We may require you to provide information, certifications, resolutions, incumbency documentation, organizational documents, beneficial ownership information, specimen signatures, taxpayer identification information, sanctions-related certifications, or any other materials we determine are necessary or appropriate to verify your identity, authority, eligibility, or compliance with applicable law. The Bank may rely on any information or documentation we reasonably believe to be genuine, correct, and properly authorized, and shall have no duty to investigate further unless required by applicable law.

Relationship to Deposit Account; Required Linked Deposit Account

The Stablecoin Custody Account is separate and distinct from any Deposit Account you maintain with the Bank. However, you must have an active Deposit Account to access, use, and maintain your Stablecoin Custody Account.

Stablecoins held in the Stablecoin Custody Account are not deposits, do not constitute deposit liabilities of the Bank, and are not insured by the FDIC or any other public or private insurer. U.S. dollar balances held in your Deposit Account are deposit liabilities of the Bank governed by the terms set forth in the Commercial Deposit Account Agreement.

To open and maintain a Stablecoin Custody Account, you must have a linked Deposit Account to enable the settling of Transactions. The Deposit Account must remain open, in good standing, and unrestricted. We may require that the ownership of the Deposit Account match the ownership of the Stablecoin Custody Account and may refuse to permit a Stablecoin Custody Account to be linked to any Deposit Account that does not present satisfactory ownership, operational, compliance, or risk characteristics. The Deposit Account is governed by a separate agreement, and your rights and obligations with respect to the Deposit Account are governed by that agreement, except to the extent this Agreement expressly addresses the relationship between the Stablecoin Custody Account and the Deposit Account.

If your linked Deposit Account is closed for any reason, we may refuse to process any Transaction and restrict, suspend, or terminate the Stablecoin Custody Account and your access to the Services. If your Stablecoin Custody Account is closed for any reason and Custodied Assets remain in the Stablecoin Custody Account, we will hold such Stablecoins until you provide sufficient information to complete an Incoming Stablecoin Conversion or Outgoing Stablecoin Conversion. However, if you fail to provide sufficient information to complete an Incoming Stablecoin Conversion or Outgoing Stablecoin Conversion, we will handle any Custodied Assets that remain in any manner that we choose, subject to applicable law.

Ongoing Diligence; Information Requests; Duty to Update

You agree to promptly provide any information, documents, records, explanations, certifications, or confirmations that we request at any time in connection with the Stablecoin Custody Account, any Transaction, any Instruction, any Authorized Person, any linked Deposit Account, or your use of the Services, including information and materials necessary to:

• verify your identity or the identity, authority, employment, or good standing of any Authorized Person;

• verify your authority to bind a legal entity or otherwise act with respect to the Stablecoin Custody Account;

• confirm the source, destination, ownership, or beneficial ownership of any fiat funds, Stablecoins, wallet address, or other assets involved in a Transaction;

• satisfy customer identification, customer due diligence, beneficial ownership, know-your-customer, anti-money laundering, Bank Secrecy Act, Funds Travel Rule, sanctions, anti-fraud, anti-corruption, export control, tax, or other legal or regulatory requirements;

• investigate suspicious, unauthorized, unusual, or potentially unlawful activity;

• address legal process, competing claims, adverse claims, or questions regarding title or authority;

• confirm your continued eligibility for the Services; or

• protect the Bank, its customers, or the Services against fraud, cyber threats, operational risk, legal risk, compliance risk, reputational risk, or other risk.

You must ensure that all information you provide to us is complete, current, accurate, and not misleading. You agree to notify us promptly of any change in your name, address, contact information, legal status, ownership, beneficial ownership, control, tax status, jurisdiction of formation or residence, sanctions status, authority arrangements, or any other information that could affect the Stablecoin Custody Account, your eligibility, any Authorized Person, your linked Deposit Account, or our provision of the Services. We may rely on information previously provided to us unless and until we receive notice of a change and have had a reasonable opportunity to act on that notice.

Sanctions; AML; Compliance Screening

Your Stablecoin Custody Account and the Services are subject to anti-money laundering, economic sanctions, anti-terrorist financing, export control, anti-fraud, and other legal and regulatory requirements, including the Bank Secrecy Act, its implementing regulations, applicable FinCEN guidance, the Funds Travel Rule, and applicable sanctions programs administered by OFAC and other Governmental Authorities. As a condition to opening and maintaining a Stablecoin Custody Account, you represent, warrant, and covenant that:

• you are not located in, organized in, resident in, or acting on behalf of any country, territory, government, person, or entity subject to comprehensive U.S. sanctions or other restrictions that would prohibit the Bank from providing the Services;

• you are not identified on any restricted, denied, blocked, prohibited, or sanctions-related list administered by OFAC, the U.S. Department of Commerce, the U.S. Department of State, or any other Governmental Authority with jurisdiction over the Bank or the Services;

• you will not use the Stablecoin Custody Account or the Services, directly or indirectly, in violation of applicable law or in connection with any unlawful, fraudulent, abusive, deceptive, evasive, or prohibited activity; and

• you will not cause or attempt to cause the Bank to violate applicable law, including by omitting, disguising, mischaracterizing, or structuring information relating to any person, wallet, Transaction, source of funds, or destination of funds.

We may conduct sanctions screening, wallet screening, transaction monitoring, blockchain analytics, identity verification, enhanced due diligence, source-of-funds review, source-of-wealth review, beneficial ownership review, and any other compliance or risk review that we determine is appropriate before opening the Stablecoin Custody Account, while the Stablecoin Custody Account remains open, before or after any Transaction, or at any other time. We may require information regarding the sender, receiver, wallet address, jurisdiction, source, purpose, ownership, or other attributes of any Transaction in order to comply with the Funds Travel Rule, anti-money laundering laws, sanctions requirements, or our internal policies. No Transaction is required to be accepted, credited, executed, or completed unless and until all information required by us has been received and verified to our satisfaction.

Restrictions, Refusal, Suspension, and Closure

If you do not provide information or documentation that we request within the timeframe we specify, if we are unable to verify your identity, authority, ownership, linked Deposit Account, source of funds, destination of funds, beneficial ownership, sanctions status, or other information to our satisfaction, or if we determine or suspect that the Stablecoin Custody Account, any Instruction, any Transaction, any Authorized Person, or any related activity presents legal, regulatory, compliance, sanctions, fraud, cybersecurity, operational, safety and soundness, or other concerns, we may, at any time and with or without prior notice to the extent permitted by applicable law:

• refuse to open the Stablecoin Custody Account or establish any Blockchain Account;

• restrict, suspend, freeze, block, or terminate access to the Stablecoin Custody Account or the Services, in whole or in part;

• refuse, delay, hold, block, reverse, or decline to process any Instruction or Transaction;

• place any associated fiat funds, Stablecoins, or other assets on compliance hold or other restriction;

• require re-verification of one or more Authorized Persons or replacement of one or more Authorized Persons;

• require additional authentication, documentation, or waiting periods before acting on any Instruction or Transaction;

• remove support for any Stablecoin, Blockchain Network, wallet address, or functionality with respect to the Stablecoin Custody Account;

• refuse to accept or continue any particular use case, activity type, counterparty, wallet address, or geography;

• close the Stablecoin Custody Account; or

• take any other action that we determine is necessary or appropriate to comply with applicable law, legal process, regulatory expectations, our policies, or to protect the Bank, you, other customers, or the Services.

We may take any of the actions described above in our sole discretion to the extent not prohibited by applicable law, including if we believe or suspect that: (i) any representation or warranty made by you was or has become inaccurate; (ii) you or any Authorized Person has engaged in or attempted to engage in suspicious, fraudulent, unlawful, abusive, deceptive, or unauthorized activity; (iii) the Stablecoin Custody Account or Services are being used in a manner inconsistent with this Agreement, our policies, or applicable law; (iv) any Transaction or wallet address implicates sanctions, anti-money laundering, fraud, or cybersecurity concerns; (v) a legal or regulatory development causes us to conclude that continuing the Stablecoin Custody Account or Services may be impermissible or imprudent; or (vi) continuing to provide the Stablecoin Custody Account or Services could expose the Bank to undue legal, regulatory, operational, or financial risk.

If the Bank receives or becomes aware of any legal process, attachment, levy, garnishment, court order, regulatory action, or adverse claim relating to the Stablecoin Custody Account or any Custodied Assets, the Bank may respond in its sole discretion and in accordance with applicable law. The Bank is not required to contest, resist, or investigate any such matter and may place holds or restrictions on the Stablecoin Custody Account or related assets, or take such other action as the Bank determines appropriate. The Bank may require indemnities, court orders, or other protections before taking any action and may recover its reasonable costs and expenses to the extent permitted by applicable law.

Effect of Restriction, Suspension, or Closure

If we restrict, suspend, or close the Stablecoin Custody Account or the Services, we may decline to accept new Transactions or Instructions, refuse to act on pending or future Instructions, place associated funds or assets on hold, delay settlement, require additional documentation, or take such further actions as we determine are necessary or appropriate. Pending or unsettled Transactions may remain subject to compliance review, reconciliation, legal process, or other processing requirements, which may delay completion, delay return of funds, or prevent access to certain assets or functionality. We may retain information, records, and account data for as long as we determine is necessary or appropriate in light of applicable law, legal process, or our policies.

To the extent not prohibited by applicable law, if we close the Stablecoin Custody Account, we may return U.S. dollar funds in the linked Deposit Account in accordance with the terms governing that account, refuse Services, or take any other action that we determine is required or appropriate in light of the status of any Stablecoins, pending Transactions, legal restrictions, compliance holds, adverse claims, or other relevant circumstances. We are not required to process a Transaction, release assets, or complete any transfer while any applicable legal, regulatory, compliance, security, or operational concern remains unresolved.

No Liability for Compliance and Risk Actions

To the fullest extent permitted by applicable law, we will not be liable for any loss, damage, cost, expense, liability, claim, lost profit, lost opportunity, market movement, tax consequence, delay, inconvenience, or inability to access or use the Stablecoin Custody Account or the Services arising from or relating to any refusal, delay, hold, restriction, suspension, block, freeze, reversal, request for information, enhanced diligence review, or closure taken or imposed by us.

Nature of the Custodial Relationship

Appointment; Acceptance; Non-Fiduciary Custody

You appoint the Bank as your non-fiduciary custodian solely for the purpose of holding, administering, and transferring Custodied Assets in the Stablecoin Custody Account under this Agreement, and the Bank accepts that appointment subject to the terms of this Agreement. All Custodied Assets delivered to, received by, or credited to the Stablecoin Custody Account will be held by the Bank in custody for your benefit and in accordance with this Agreement. The Bank’s role is limited to providing the custody and related services expressly described in this Agreement.

The Bank acts solely in a non-fiduciary capacity. Nothing in this Agreement, and no course of dealing, statement, communication, or service provided by the Bank, creates or is intended to create a fiduciary, trustee, investment adviser, agency, partnership, joint venture, or other special relationship between you and the Bank. The Bank does not undertake any duty of loyalty, prudence, monitoring, suitability, best execution, or similar duty, and nothing in this Agreement confers on the Bank any discretionary authority to invest, manage, trade, deploy, encumber, dispose of, or otherwise determine how Custodied Assets should be used, except as expressly provided in this Agreement. The Bank does not provide investment, legal, tax, accounting, or other professional advice in connection with the Stablecoin Custody Account or the Custodied Assets.

You acknowledge that the Bank has no obligation to take custody of any assets sent to a Blockchain Account that are not Supported Stablecoins and you agree not to send or have others send any assets that are not Support Stablecoins to a Blockchain Account. You also acknowledge that the Bank may have no method to reject, access, or otherwise control assets sent to a Blockchain Account that are not Supported Stablecoins. If such assets are placed in a Blockchain Account, we will handle the assets in any manner that we choose, subject to applicable law.

Custody for Your Benefit Only; No Bank Ownership Interest

All Custodied Assets held in the Stablecoin Custody Account are held by the Bank for your exclusive benefit, subject only to the terms of this Agreement and applicable law. Except as expressly provided in this Agreement, the Bank has no ownership interest, right, title, lien, setoff right, security interest, retention right, pledge, or other claim in or to the Custodied Assets. The Custodied Assets do not constitute general assets or property of the Bank and shall not be treated as assets of the Bank for accounting, regulatory, or insolvency purposes. The Bank will maintain books and records that identify the Custodied Assets as held in custody for your benefit.

For the avoidance of doubt, nothing in this Agreement gives the Bank any beneficial ownership interest in the Custodied Assets, and no Custodied Assets shall be subject to any claim of the Bank’s creditors merely by reason of the Bank’s custody, possession, or control of them, except to the limited extent of any rights expressly granted to the Bank under this Agreement, including with respect to fees, expenses, indemnification, or other express contractual rights. To the extent the Bank has or may be deemed to have any statutory or common-law lien, right of retention, pledge, or setoff with respect to the Custodied Assets other than as expressly provided in this Agreement, the Bank waives such right to the fullest extent permitted by applicable law.

Limited and Express Duties Only

The duties and obligations of the Bank with respect to the Custodied Assets are limited solely to those expressly set forth in this Agreement. Without limiting the foregoing, the Bank’s duties are generally limited to:

• receiving Custodied Assets for safekeeping in accordance with this Agreement;

• maintaining custody and control of Custodied Assets through one or more Blockchain Accounts or other custody arrangements used by the Bank in accordance with this Agreement;

• processing Transactions and other transfers or actions with respect to Custodied Assets in accordance with valid Instructions and the terms of this Agreement; and

• performing such administrative acts as the Bank reasonably determines are necessary or appropriate to carry out the foregoing.

The Bank has no duty to take any action with respect to the Custodied Assets except as expressly required by this Agreement or applicable law. The Bank has no duty to monitor the value, market price, liquidity, legality, status, or performance of any Stablecoin; no duty to assess whether holding, acquiring, receiving, converting, or transferring any Stablecoin is advisable; no duty to identify, support, act upon, or notify you regarding any Network Event except as otherwise expressly provided; and no duty to question, review for commercial reasonableness, or independently verify the purpose or wisdom of any Instruction that the Bank believes in good faith to be authentic and authorized, except as required by applicable law.

Exclusive Possession and Control of Private Keys; UCC Article 12 Control

The Bank shall maintain exclusive possession and control of the private keys, seed phrases, signing devices, credentials, authentication mechanisms, hardware security modules, and any other key material or access mechanisms associated with any Blockchain Account used to receive, hold, administer, or transfer Custodied Assets on your behalf. The Bank may hold such materials directly or through one or more affiliates, agents, subcustodians, service providers, or technological arrangements permitted under this Agreement, provided that the Bank remains the party exercising control for purposes of this Agreement.

You acknowledge and agree that the Bank’s exclusive possession and control of such private keys and related key material constitutes “control” of the Custodied Assets for purposes of applicable law, including Article 12 of the Uniform Commercial Code as adopted in any relevant jurisdiction, to the extent applicable. Except as expressly provided in this Agreement, you do not have and will not have independent control of any Custodied Assets while they are held in the Stablecoin Custody Account. Custodied Assets shall be deemed to be held in custody and control of the Bank upon confirmation of their receipt at a blockchain address, wallet, or account controlled by the Bank for your benefit, subject to the terms of this Agreement, including any applicable compliance review conditions.

No Independent Client Access to Wallets or Private Keys

The Stablecoin Custody Account may comprise one or more Blockchain Accounts established and maintained by the Bank in your name or for your benefit. All such Blockchain Accounts are under the Bank’s exclusive control. You will have no direct access to any private keys, seed phrases, credentials, or signing devices associated with any Blockchain Account, and you will have no independent ability to access, sign for, transfer, pledge, encumber, assign, withdraw, or otherwise control any Custodied Assets held in any Blockchain Account except through Instructions submitted to and acted upon by the Bank in accordance with this Agreement.

You may not bypass the Bank, seek to obtain direct control over the private keys or the wallet environment, represent to any third party that you control the wallet in which Custodied Assets are held, or take any action inconsistent with the Bank’s exclusive possession and control of the Custodied Assets. Any access rights you may have through a portal, application, dashboard, or other interface are for informational and instruction-submission purposes only and do not give you custody, possession, or control of any Custodied Assets.

No Lending, Pledge, Rehypothecation, or Other Use

The Bank shall not lend, pledge, rehypothecate, encumber, assign, transfer, use, invest, stake, delegate, commingle for use, or otherwise deploy any Custodied Assets for the Bank’s own account or for the benefit of any other person, except as expressly authorized by you under this Agreement or as otherwise expressly permitted by applicable law or legal process. For the avoidance of doubt, the Bank may not transact with respect to Custodied Assets except:

• as directed by you through valid Instructions accepted by the Bank in accordance with this Agreement;

• as reasonably necessary or incidental to carry out such Instructions or to provide the Services in accordance with this Agreement;

• as required by applicable law, legal process, court order, regulatory action, or sanctions or compliance obligations; or

• as otherwise expressly authorized in this Agreement.

Nothing in this Section prohibits the Bank from transferring Stablecoins received in an Incoming Stablecoin Conversion to the Bank’s own holdings, or transferring Stablecoins from the Bank’s own holdings in connection with an Outgoing Stablecoin Conversion, to the extent expressly contemplated by the Services. In that circumstance, the Bank acts in accordance with the agreed conversion mechanics of the Services and not by virtue of any general ownership right in Custodied Assets.

Segregation; Identification; No General Commingling as Bank Property

While Custodied Assets are held in the Stablecoin Custody Account, the Bank will maintain them in a manner that identifies them on the Bank’s books and records as held for your benefit in custody. To the extent described elsewhere in this Agreement, the Bank may use omnibus wallets, shared blockchain infrastructure, or other custody arrangements for operational, security, or administrative reasons, provided that the Bank maintains records sufficient to identify the Custodied Assets attributable to you and your beneficial interest in them. Under no circumstance shall such operational arrangements be construed to make Custodied Assets of the Bank or property available for the Bank’s general use.

No Advisory or Discretionary Duty; Market Risks

The Bank does not select Stablecoins for you, does not recommend whether to acquire, hold, convert, or transfer any Stablecoins, and does not monitor issuer risk, redemption risk, liquidity risk, depegging risk, protocol risk, market risk, or legal risk on your behalf. The Bank does not undertake to warn you of any decline in value, deterioration in quality, regulatory development, issuer event, market disruption, or other circumstance affecting any Stablecoin or Blockchain Network. The Bank is not a broker, dealer, investment adviser, commodity trading adviser, fiduciary, or discretionary manager with respect to the Stablecoin Custody Account or any Custodied Assets.

The Bank does not guarantee the value, stability, liquidity, or convertibility of any Stablecoin and is not responsible for any loss of value, depegging, volatility, or market disruption. The Bank has no responsibility for issuer failure, insolvency, inability to redeem, or changes in the legal or regulatory status of any Stablecoin. You assume all risks associated with Stablecoins and digital assets.

No Adverse Claim Created by Custody Relationship

The custody relationship created by this Agreement does not, by itself, create any ownership interest in favor of the Bank, any creditor relationship with respect to Custodied Assets, or any right of the Bank to treat Custodied Assets as the Bank’s own property. Except as expressly provided in this Agreement, the Bank disclaims and waives any claim that Custodied Assets are property of the Bank, available for setoff, or available to satisfy obligations owed to the Bank.

Use of Affiliates, Agents, and Service Providers

The Bank may use one or more affiliates, agents, subcustodians, service providers, or technological providers in connection with providing the Services, including for key storage, wallet infrastructure, signing infrastructure, security procedures, transaction processing, blockchain monitoring, or other operational support, provided that the use of any such person does not alter the nature of the custodial relationship set forth in this Section. The Bank remains the party acting as your non-fiduciary custodian under this Agreement, and no use of any affiliate, agent, or service provider will be construed to grant you independent possession or control of any Custodied Assets or to reduce the Bank’s exclusive control. The Bank will maintain control of Custodied Assets from within the United States; however, certain technological or support functions may be performed outside the United States, including by service providers or affiliates.

No Expansion of Duties; Savings Clause

No course of dealing, prior conduct, communication, delay, or failure to act by the Bank will create, expand, or modify any duty, standard of care, or obligation beyond those expressly set forth in this Agreement or required by applicable law. To the fullest extent permitted by applicable law, the relationship between you and the Bank with respect to Custodied Assets is solely as expressly set forth in this Agreement and does not constitute a bailment or any other relationship that would impose duties beyond those expressly stated herein. All duties of the Bank are subject to your compliance with this Agreement, the Bank’s policies, and applicable law, and are qualified by the Bank’s rights to delay, refuse, restrict, suspend, or otherwise act as permitted under this Agreement. To the fullest extent permitted by applicable law, any ambiguity in this Section will be resolved in a manner that preserves the Bank’s limited, non-fiduciary role, your beneficial interest in Custodied Assets, the Bank’s exclusive possession and control of private keys and related access mechanisms, and the principle that Custodied Assets are not assets or property of the Bank except to the limited extent expressly provided herein. This Section survives termination of the Stablecoin Custody Account and this Agreement to the extent necessary to characterize rights and interests arising while Custodied Assets were held in custody.

Eligible Stablecoins, Supported Networks, and Network Events

Eligible Stablecoins and Supported Networks

The Bank may, in its sole discretion, determine which Stablecoins, Blockchain Networks, wallet types, transaction types, and related functionality are eligible for the Services. We will make available on our website the Supported Stablecoins and Blockchain Networks that may be used for Transactions through the Services. The Bank may impose additional requirements, limitations, or conditions on any Stablecoin, Blockchain Network, or transaction type at any time.

The Bank may add, remove, suspend, discontinue, or decline to support any Stablecoin, Blockchain Network, protocol, wallet address format, feature, or related service at any time, with or without prior notice, for any reason not prohibited by applicable law, including market conditions, regulatory developments, legal uncertainty, sanctions or anti-money laundering concerns, volatility, liquidity concerns, blockchain performance, security concerns, custody risk, fraud risk, technology changes, vendor or service-provider changes, operational constraints, or reputational considerations.

You are solely responsible for determining whether a Stablecoin, Blockchain Network, attempted Transaction, wallet address, protocol, or transaction type is supported by the Bank before initiating any Transaction. The Bank may, but is not required to, reject, block, ignore, quarantine, or otherwise decline to process attempted Transactions involving unsupported or ineligible assets, protocols, networks, or formats, and may determine how to treat any digital asset or transaction received or attempted in a manner inconsistent with this Agreement or the Bank’s then-current support parameters.

Unsupported and Ineligible Assets

The Bank has no obligation to accept, custody, recognize, credit, process, convert, return, transfer, or otherwise support any unsupported stablecoin, unsupported digital asset, unsupported Blockchain Network, or other virtual currency or digital asset. If any unsupported or ineligible asset is sent to, associated with, or otherwise appears in connection with a Stablecoin Custody Account, Blockchain Account, wallet address, or other technical environment associated with the Services, the Bank may, in its sole discretion and to the extent not prohibited by applicable law:

• refuse to recognize or support the asset;

• decline to credit or make the asset available to you;

• delay, suspend, or refuse any related Transaction or Instruction;

• require additional information, documentation, or compliance review;

• return, transfer, liquidate, convert, freeze, hold, surrender, or abandon the asset; or

• take any other action the Bank determines is appropriate under the circumstances.

The Bank will have no responsibility or liability for any loss, inability to access, delay, cost, tax consequence, market movement, or failure to realize any economic benefit arising from or relating to any unsupported stablecoin or other digital asset, including any asset sent to an address, network, protocol, or service environment that the Bank does not support.

Changes in Law, Policy, or Risk Profile

If the Bank determines, at any time and in its sole discretion, that any Stablecoin, Blockchain Network, protocol, transaction type, or aspect of the Services has become unlawful, impermissible, operationally impracticable, unsafe, or inconsistent with the Bank’s policies, the Bank may suspend or discontinue support immediately or on such notice as the Bank elects to provide. Without limiting the foregoing, if the Bank determines that any Custodied Asset may constitute a security or other regulated financial product under applicable law, or that providing custody or withdrawal services with respect to that asset may violate or create risk under applicable law, the Bank may restrict activity, require liquidation, convert the asset to U.S. dollars, credit proceeds to the linked Deposit Account, or take any other action the Bank determines is appropriate. The Bank will not be liable for any resulting loss, including loss resulting from timing, pricing, market conditions, inability to access, or inability to realize any expected economic benefit, except to the extent prohibited by applicable law.

Network Events

Network Events may occur from time to time with respect to a Stablecoin or Blockchain Network. Network Events may result in the creation of new or alternative assets, changes to rights or functionality, changes to supported transaction methods, or other consequences affecting the Stablecoin, the Blockchain Network, or your ability to access, transfer, convert, or realize value from an asset. The Bank does not control any Stablecoin issuer, Blockchain Network, validator set, governance process, or other third party that may cause or influence a Network Event.

The Bank has no obligation to support, recognize, monitor, respond to, process, preserve, segregate, credit, deliver, claim, recover, or provide Services with respect to any Network Event or any resulting asset, right, protocol, network, or consequence. The Bank may determine, in its sole discretion, whether to support, ignore, suspend, delay, or decline to support any Network Event or any resulting asset or network, and may determine the timing, terms, conditions, operational method, eligibility criteria, and any limitations applicable to any support it may elect to provide. Unless required by applicable law, the Bank has no duty to:

• notify you that a Network Event has occurred or may occur;

• take any action to preserve your rights in connection with a Network Event;

• support any forked chain, airdropped asset, replacement asset, wrapped asset, synthetic asset, bridged asset, governance token, staking reward, or similar item;

• make any resulting asset available to you;

• vote, consent, opt in, opt out, claim, redeem, exchange, segregate, or otherwise exercise any discretion in connection with a Network Event; or

• value, account for, or report any resulting asset or event in any particular manner.

The Bank will have no responsibility or liability for any loss, inability to access, delay, failure to realize economic benefit, tax consequence, market effect, or operational impact arising out of or relating to any Network Event or any unsupported asset, chain, protocol, or right resulting from a Network Event.

Blockchain Networks Generally

The Bank does not control, in any manner, the operation, security, performance, governance or similar activity of any Blockchain Network. Therefore, the Bank makes no representation or warranty regarding the timing, sequencing, finality, speed, availability, security, or success of any Transaction with respect to the operation of the Blockchain Network, or any third party related to the execution of a Transaction (including Stablecoin issuers, exchanges, wallet providers, custodians, or service providers) and shall have no liability for delays, failures, or other network-related issues outside the Bank’s control.

You are solely responsible for evaluating and choosing the Stablecoin, Blockchain Network, and related technical protocols for your Transactions. We are not responsible for any vulnerabilities, flaws, protocol changes, governance decisions, or other events that may affect the execution or performance of any Stablecoin, Blockchain Network, or related protocol selected for your Transactions.

No Ongoing Commitment

Any decision by the Bank to support any Stablecoin, Blockchain Network, protocol, wallet format, transaction type, or Network Event at one time does not obligate the Bank to continue providing that support at any later time, in any later form, or for any particular customer, Transaction, geography, counterparty, or use case. The Bank may establish different support standards or limitations for different customers, products, account types, access channels, or operational contexts.

How the Services Work

General Description of the Services

The Services are designed to allow you, subject to this Agreement and the Bank’s then-current policies, procedures, controls, and operational requirements, to engage in Stablecoin-related custody and conversion activity through a Stablecoin Custody Account linked to a Deposit Account at the Bank. In general, the Services may include: Incoming Stablecoin Conversions (receiving or facilitating the receipt of Stablecoins, and converting received Stablecoins into U.S. dollars for credit to your linked Deposit Account); and Outgoing Stablecoin Conversions (debiting U.S. dollars from your linked Deposit Account and transferring or facilitating the transfer of Stablecoins to a blockchain address or other destination that you designate and that the Bank elects to support).

The Services may be provided through one or more Blockchain Accounts, omnibus wallets, Bank-controlled wallets, internal ledgers, sub-ledgers, operational accounts, settlement accounts, service-provider infrastructure, or other arrangements selected by the Bank. The Bank may change the manner in which it operationally administers, records, settles, routes, verifies, or supports the Services at any time, provided that the legal nature of the custodial relationship remains as described in this Agreement.

Linked Deposit Account; Settlement Relationship

Your Stablecoin Custody Account must be linked to a Deposit Account at the Bank. The linked Deposit Account is used, as applicable, to receive U.S. dollar credits associated with Incoming Stablecoin Conversions, and to fund U.S. dollar debits associated with Outgoing Stablecoin Conversions, and for any other settlement, reimbursement, fee, adjustment, reversal, or credit/debit activity described in this Agreement. The Deposit Account remains subject to the Commercial Deposit Account Agreement, and the Bank may apply its deposit-account policies, funds-availability rules, cutoff times, holds, risk controls, and posting practices in connection with any activity initiated in connection with the Services.

The Bank may determine whether, when, and how any related debit or credit is reflected in the linked Deposit Account, including whether such debit or credit is provisional, pending, delayed, reversed, adjusted, held, or final, in accordance with the Commercial Deposit Account Agreement.

Compliance Review and Conditions to Processing Transactions

All Transactions are subject to the Bank’s review and approval. The Bank may conduct, and may require you or any other person to cooperate with, compliance, sanctions, anti-money laundering, anti-fraud, cybersecurity, source-of-funds, source-of-wealth, wallet-screening, Funds Travel Rule, legal, regulatory, operational, credit, reputational, and other reviews that the Bank deems appropriate. The Bank may delay, suspend, refuse, limit, block, or decline to complete any Transaction or any aspect of the Services until such review is complete and satisfactory to the Bank.

The Bank may also require that a Transaction satisfy any minimum or maximum amount, volume limit, cutoff time, frequency restriction, channel requirement, address-screening standard, approval threshold, documentation requirement, authentication requirement, or other operational condition that the Bank establishes from time to time. The Bank may change any such condition at any time.

Timing; Processing Windows

Transactions may be initiated, reviewed, processed, posted, settled, completed, delayed, or reflected in the Stablecoin Custody Account or linked Deposit Account at different times depending on the circumstances. Different payment methods, Blockchain Networks, wallet providers, service providers, compliance reviews, and internal posting systems may operate on different schedules. The Bank is not obligated to process a Transaction immediately upon request, immediately upon blockchain broadcast, immediately upon blockchain confirmation, or within any specific time period unless required by applicable law.

Any timeframes communicated by the Bank, whether through product materials, a portal, an API response, customer support, or otherwise, are estimates only unless the Bank expressly states otherwise in writing. The Bank may delay acting on any Transaction for operational, compliance, security, legal, or risk-management reasons, including delays caused by third parties or Blockchain Networks outside the Bank’s control.

Pending Status; Provisional Treatment; Finality

A Transaction or related debit or credit may be shown as pending, provisional, in process, under review, restricted, or by similar status descriptions until the Bank determines that the relevant review, settlement, posting, and operational steps have been completed. A pending or provisional status does not mean that a Transaction is final, irrevocable, complete, available for use, or no longer subject to reversal, delay, hold, or further review.

Once a Stablecoin transfer has been submitted to a Blockchain Network, the Bank and you may have no ability to cancel, stop, modify, or reverse that transfer. A blockchain transaction may be delayed, rejected, remain unconfirmed, or otherwise fail to complete for reasons outside the Bank’s control. The Bank makes no representation or warranty regarding the timing, order, confirmation, or finality of blockchain transactions and will not be liable for any network-related delay, rejection, failure, or lack of confirmation unless required by applicable law.

Information and Instruction Accuracy

You are responsible for providing complete and accurate information in connection with any Transaction, including wallet addresses, Blockchain Networks, recipient details, sender details, amounts, identifying numbers, and any other information required by the Bank. The Bank may rely on the identifying information you provide, including a wallet address or other unique identifier, even if that information identifies a different person, wallet, network, or destination than the name or description you provide. The Bank will not be responsible for losses arising from incorrect, incomplete, outdated, inconsistent, or mistaken information, including sending assets to an incorrect or incompatible wallet address, protocol, or network. The Bank has no obligation to trace, recover, reconstruct, or otherwise attempt to locate or return any Stablecoins or other assets that are transferred to an incorrect, incompatible, unsupported, or unintended Blockchain Network, wallet address, or destination, or that are lost as a result of any Transaction, Network Event, or third-party action.

Conversion; No Guarantee of Value or Availability

In connection with each Transaction and subject to the remaining provisions of this Agreement, the Bank will convert Stablecoins in an equal ratio to U.S. dollars, e.g., one stablecoin for one dollar, or such other conversion rate that the Bank may establish in writing and make available to you. The Bank does not guarantee the value, liquidity, convertibility, availability, or continued support of any Stablecoin, Blockchain Network, or related service. The Bank may suspend, restrict, or discontinue any aspect of the Services at any time in accordance with this Agreement. Receipt of an incoming request, an outgoing request, or a blockchain transaction hash does not guarantee that any value will be credited, any transfer will be completed, or any particular economic result will occur.

No Obligation Regarding Transaction Processing Method

Nothing in this Section obligates the Bank to process any Transaction in any particular order, through any particular wallet, from any particular inventory source, by any particular settlement method, at any particular exchange ratio unless expressly agreed by the Bank, or using any particular internal or external provider, system, or workflow. The Bank may determine, in its sole discretion, how to administer, route, sequence, record, settle, and support the Services, provided that the Bank acts consistently with the legal nature of the Stablecoin Custody Account and the other express terms of this Agreement.

Authorized Persons, Access Credentials, and Account Security

Authorized Persons

You may designate one or more Authorized Persons to act on your behalf with respect to the Stablecoin Custody Account and the Services. Each Authorized Person is authorized to access the Stablecoin Custody Account, provide Instructions, and take any action permitted under this Agreement, subject to any limitations that the Bank elects to recognize.

You are responsible for identifying each Authorized Person in a manner acceptable to the Bank and for providing any information, documentation, certifications, or credentials that the Bank requires in connection with such designation. The Bank may rely on any designation, authorization, or other information it reasonably believes to be genuine and properly authorized.

Unless the Bank expressly agrees in writing, the Bank is not required to recognize or implement any limitations, restrictions, or conditions that you place on an Authorized Person’s authority. The Bank may treat each Authorized Person as having full authority to act on your behalf with respect to the Stablecoin Custody Account and the Services. You are responsible for the acts, omissions, errors, fraud, negligence, misconduct, and violations of applicable law or this Agreement by your Authorized Persons and any other person acting or purporting to act on your behalf in connection with the Stablecoin Custody Account or the Services.

Changes to Authorized Persons

You may add, remove, or modify Authorized Persons only in accordance with the Bank’s requirements and procedures. Any such change will be effective only after the Bank has received and processed the change to its satisfaction. Until the Bank has had a reasonable opportunity to act on a notice of change, the Bank may continue to rely on its existing records regarding Authorized Persons and will not be liable for acting on Instructions or other communications from a person previously designated as an Authorized Person. The Bank may, in its sole discretion, require re-verification, re-authentication, or re-authorization of any Authorized Person at any time.

Access Credentials and Security

Access to the Stablecoin Custody Account and the Services may require the use of Access Credentials. You are solely responsible for:

• safeguarding all Access Credentials and ensuring that they are kept secure and confidential;

• restricting access to Access Credentials to Authorized Persons only;

• implementing appropriate internal controls, security measures, and monitoring practices;

• maintaining the security and integrity of your systems, devices, networks, and communication channels used in connection with the Services; and

• ensuring that each Authorized Person complies with this Agreement and with your internal security policies.

You must not share Access Credentials with any unauthorized person or permit any unauthorized use of the Stablecoin Custody Account or the Services. The Bank is not responsible for your internal controls, authorization processes, approval workflows, segregation of duties, or any other internal governance arrangements. The Bank may rely on Access Credentials and Security Procedures without regard to your internal policies and is not obligated to confirm whether any Instruction or access is consistent with your internal requirements.

Responsibility for Use of Credentials

You are responsible for all access to and use of the Stablecoin Custody Account and the Services through your Access Credentials, whether authorized or unauthorized, including any access or use resulting from loss, theft, compromise, interception, misuse, or unauthorized disclosure of Access Credentials. Without limiting the foregoing, you bear the risk of loss arising from:

• compromised credentials;

• phishing, social engineering, or business email compromise;

• SIM swap, account takeover, or device compromise;

• malware, hacking, or cybersecurity incidents affecting your systems or devices; and

• any failure to maintain appropriate internal controls or credential security.

This allocation of responsibility applies except to the extent prohibited by applicable law.

Notice of Compromise or Unauthorized Activity

You must notify the Bank promptly if you know or suspect that: (i) any Access Credential has been lost, stolen, compromised, or misused; (ii) any Authorized Person’s authority is no longer valid or should be revoked; (iii) any unauthorized person has accessed or attempted to access the Stablecoin Custody Account or the Services; or (iv) any unauthorized Instruction or suspicious activity has occurred or may occur. Your notice must be provided through the methods designated by the Bank for security-related communications. You agree to cooperate with the Bank in investigating any such matter and to take any actions reasonably requested by the Bank to mitigate risk. The Bank’s receipt of such notice does not obligate the Bank to take any particular action, and the Bank will not be liable for any loss occurring before the Bank has had a reasonable opportunity to act on the notice.

Bank Verification Rights

The Bank may, but is not obligated to, verify the identity or authority of any person accessing the Stablecoin Custody Account or providing Instructions. The Bank may use any authentication, verification, or validation methods it determines appropriate, including the Security Procedures. The Bank may, in its sole discretion and without liability to the fullest extent permitted by applicable law: require additional authentication, verification, or documentation; refuse, delay, or condition access to the Stablecoin Custody Account or the Services; restrict, suspend, or terminate access by any Authorized Person; require re-verification or replacement of any Authorized Person; or take any other action the Bank determines is appropriate to protect the Stablecoin Custody Account, the Services, or the Bank. The Bank is not required to follow any particular verification procedure or to detect or prevent unauthorized access, except as expressly required by applicable law.

Periodic Reverification

The Bank may require periodic re-verification of your identity, your organization, any Authorized Person, or any Access Credential, and may require updates to credentials, authentication methods, or Security Procedures from time to time. Failure to comply with any such requirement may result in restriction, suspension, or termination of access to the Stablecoin Custody Account or the Services.

Instructions

Authority to Provide Instructions

Any Authorized Persons may provide Instructions to the Bank. You are responsible for designating, maintaining, and updating the list of Authorized Persons and for ensuring that each Authorized Person is properly trained, supervised, and authorized to act on your behalf. You are bound by all Instructions provided by any Authorized Person, and by any person the Bank reasonably believes to be you or an Authorized Person authenticated in accordance with our Security Procedures and this Section.

Security Procedures; Bank Reliance

The Bank will establish and may modify from time to time Security Procedures for the purpose of verifying the authenticity of Instructions. Security Procedures may include, without limitation, the use of passwords, authentication credentials, encryption, device verification, multi-factor authentication, callback procedures, API keys, digital signatures, whitelists, transaction limits, or other verification methods. You agree that the Security Procedures are commercially reasonable for the purposes of verifying the authenticity of Instructions. You further agree that you will comply with all Security Procedures, safeguard all credentials, devices, and access methods used to submit Instructions, and promptly notify the Bank of any actual or suspected compromise of any credential, device, or Authorized Person. The Bank may rely on any Instruction that it believes in good faith to be authentic and to have been provided by you or an Authorized Person, if the Bank has complied with the applicable Security Procedures.

Reliance on Instructions; Allocation of Risk

You agree that the Bank is entitled to act on any Instruction the Bank believes in good faith to have been provided by you or an Authorized Person, even if that Instruction was not in fact authorized, including as a result of fraud, impersonation, compromise, or spoofing. If an Instruction is accepted by the Bank in accordance with the Security Procedures, the Instruction will be effective and binding on you, whether or not actually authorized. The Bank will not be liable for acting on any such Instruction, even if it is later determined that the Instruction was unauthorized, fraudulent, altered, intercepted, or transmitted in error. The risk of loss associated with unauthorized or fraudulent Instructions, including those resulting from compromised credentials, phishing, social engineering, business email compromise, SIM swap, malware, or other attack vectors, is allocated to you, except to the extent prohibited by applicable law. This allocation applies so long as the Bank acted in good faith and in compliance with the applicable Security Procedures.

No Duty to Detect Fraud or Error

The Bank has no duty to independently verify the authenticity, accuracy, completeness, or purpose of any Instruction beyond compliance with the Security Procedures. The Bank is not required to:

• investigate the identity or authority of any person providing an Instruction beyond the Security Procedures;

• detect or prevent fraud, impersonation, spoofing, or unauthorized access;

• compare Instructions against prior Instructions, patterns, or expectations;

• question the commercial reasonableness, economic substance, or business purpose of any Instruction; or

• refuse or delay an Instruction solely because it appears unusual, inconsistent, or high-risk.

The Bank may, but is not obligated to, take any of the foregoing actions in its discretion.

Instruction Requirements; Completeness and Accuracy

All Instructions must: (i) comply with the Security Procedures and any format, timing, or submission requirements established by the Bank; (ii) include all information required by the Bank, including any information required for compliance, sanctions screening, or Funds Travel Rule purposes; and (iii) be complete, accurate, and not misleading. The Bank may rely on the identifying information provided in an Instruction (including wallet addresses, account numbers, or other unique identifiers), even if that information identifies a different person, account, or destination than intended. The Bank will not be responsible for losses arising from incorrect, incomplete, inconsistent, or outdated Instructions, including transfers to incorrect or incompatible wallet addresses or networks.

Acceptance, Rejection, and Delay of Instructions

The Bank may, in its sole discretion and without liability to the fullest extent permitted by applicable law: accept, reject, delay, suspend, or condition any Instruction; require additional authentication, verification, or documentation; impose limits on the amount, frequency, timing, or type of Instructions; require that Instructions be resubmitted through a different channel or format; or decline to act on any Instruction that does not satisfy the Security Procedures or any other requirements of the Bank. The Bank is not obligated to act on any Instruction until it has completed any compliance, operational, or security review it deems appropriate.

Irrevocability of Instructions

Once an Instruction has been accepted by the Bank and processing has begun, the Instruction may be final and irrevocable, particularly once submitted to a Blockchain Network or other external system. The Bank has no obligation to cancel, reverse, or modify any Instruction after acceptance, and may be unable to do so due to the nature of blockchain transactions or other operational constraints.

Timing and Cutoff

The Bank may establish cutoff times, processing windows, sequencing rules, and prioritization standards for Instructions. Instructions received after applicable cutoff times or outside processing windows may be processed on the next available processing cycle or at such later time as the Bank determines. The Bank does not guarantee that any Instruction will be processed within any specific timeframe.

Duplicates, and Conflicting Instructions

If the Bank receives duplicate, conflicting, or unclear Instructions, the Bank may: (i) act on any one of the Instructions; (ii) refuse to act on any of the Instructions; or (iii) require clarification or additional confirmation before acting. The Bank will not be liable for any delay, loss, or consequence resulting from such actions.

Emergency and Protective Actions

Notwithstanding any Instruction, the Bank may refuse to act or may take any action it deems appropriate if the Bank believes, in its sole discretion, that doing so is necessary to comply with applicable law, sanctions, or regulatory expectations; prevent fraud, unauthorized activity, or cybersecurity threats; protect the Bank, you, or other customers; or address operational, legal, or reputational risk.

Transactions

General Terms

When Custody Attaches

Subject to this Agreement, Stablecoins will be considered received into your Stablecoin Custody Account when they are reflected as received in the applicable Blockchain Account or other receiving environment controlled by the Bank for your benefit, including Bank-controlled holdings, inventory, omnibus wallets, operational wallets, settlement wallets, custody environments, or other sources selected by the Bank.

Required Information

The Bank may require any information it determines is necessary or appropriate in connection with any Transaction, including: (i) for Incoming Stablecoin Conversions, information regarding the sender and any sending institution, the originating wallet address, the jurisdictional nexus of the transfer, and beneficial ownership; (ii) for Outgoing Stablecoin Conversions, information regarding the recipient and any receiving institution, recipient wallet address, and destination jurisdiction; and (iii) for all Transactions, the source of funds, purpose, amount, Stablecoin, Blockchain Network, and any other information required under applicable law, regulatory guidance, or the Bank’s policies and risk management practices.

The Bank may collect this information from any Authorized Person, the sender, the recipient, and any other third party. You are solely responsible for ensuring that all information you provide is complete, accurate, current, and compatible with the Bank’s requirements and the relevant Blockchain Network.

The Bank will not be required to accept, process, convert, credit, or complete any Transaction unless and until all required information has been received and verified to the Bank’s satisfaction. If you, the sender, the recipient, or any other relevant person fails to provide complete, accurate, or timely information, the Bank may delay, suspend, reject, block, freeze, reverse, or refuse Transactions without liability.

Compliance Review and Approval

Each Transaction is subject to review and approval by the Bank. The Bank may conduct any review it determines is appropriate, including sanctions, anti-money laundering, Bank Secrecy Act, Funds Travel Rule, fraud, cybersecurity, wallet-screening, legal, compliance, regulatory, operational, source-of-funds, source-of-wealth, reputational, and other risk review. The Bank may determine, in its sole discretion, whether a requested Transaction qualifies for processing, whether additional review is required, and whether the Bank will take any action with respect to the transferred Stablecoins. Until the Bank has satisfactorily completed its review, the Bank may, without liability and to the fullest extent permitted by applicable law:

• delay, suspend, or refuse any Transaction;

• keep any related amount in your linked Deposit Account in a pending, reserved, or unavailable status;

• request additional information, documentation, confirmations, or re-authentication from you or any other person;

• reject, block, freeze, or cancel the requested transfer; or

• decline to release Stablecoins or initiate any blockchain transaction.

The approval or completion of one Transaction does not obligate the Bank to complete any future Transaction.

No Interest on Custodied Assets

Assets held in the Stablecoin Custody Account do not earn interest, dividends, or other returns. Incoming Stablecoin Conversions may only be entitled to interest after they have been converted, settled, and credited in U.S. dollars to your linked Deposit Account, and only to the extent interest is provided under the agreement governing the linked Deposit Account. If an Incoming Stablecoin Conversion remains pending, under review, delayed, blocked, frozen, or otherwise incomplete, no interest will accrue on the Stablecoins held in the Stablecoin Custody Account, or on any corresponding U.S. dollar amount, unless and until such amount is credited to your linked Deposit Account.

No Obligation to Complete; No Liability

The Bank is not obligated to complete any Transaction and may refuse, delay, suspend, reject, block, freeze, or decline any Transaction at any time for any reason not prohibited by applicable law. To the fullest extent permitted by applicable law, the Bank will not be liable for any loss, cost, expense, claim, damage, delay, lost opportunity, tax consequence, market movement, or inability to access or realize value arising from or relating to any pending, delayed, incomplete, blocked, frozen, unsupported, failed, cancelled, or rejected Transaction.

Incoming Stablecoin Conversions

General

If the Bank elects to support an Incoming Stablecoin Conversion, you may initiate such Incoming Stablecoin Conversion by causing Stablecoins to be sent to a Blockchain Account or other receiving environment that the Bank designates, accepts, or otherwise makes available in connection with the Stablecoin Custody Account. The Bank may establish, modify, or discontinue at any time the operational steps, technical requirements, processing requirements, submission methods, supported channels, wallet formats, address types, or other requirements applicable to Incoming Stablecoin Conversions. You are solely responsible for complying with the Bank’s then-current requirements and for ensuring that any Stablecoins sent are on a supported Blockchain Network and to a destination accepted by the Bank.

Processing and Conversion Mechanics

If the Bank elects to approve and process an Incoming Stablecoin Conversion, the Bank may, in its sole discretion: (i) hold the Stablecoins received in custody for some period; (ii) transfer the Stablecoins from the Stablecoin Custody Account or receiving environment to one or more Bank-controlled holdings, operational wallets, omnibus wallets, settlement wallets, inventory wallets, or other internal or external custody environments; (iii) treat the Stablecoins as converted into U.S. dollars or otherwise settle the transaction through internal ledger entries, sub-ledger entries, balance sheet treatment, or other settlement mechanics; (iv) credit your linked Deposit Account with an equivalent amount of U.S. dollars or such other amount as determined in accordance with the Bank’s terms, policies, and applicable disclosures; and (v) complete the Incoming Stablecoin Conversion in any other manner consistent with the Service design then in effect. The Bank is not obligated to use any particular internal or external wallet, workflow, inventory source, settlement methodology, or timing convention.

Credit to Linked Deposit Account

If the Bank elects to complete an Incoming Stablecoin Conversion, the Bank will credit your linked Deposit Account with an equivalent amount of U.S. dollars or such other amount as determined in accordance with the Bank’s terms, policies, and applicable disclosures. Any such credit may be delayed, subject to hold, subject to reversal, or otherwise restricted until the Bank determines that the Incoming Stablecoin Conversion has been completed to its satisfaction. Completed Incoming Stablecoin Conversions that are credited to your Deposit Account will be available for use subject to the terms of your Commercial Deposit Account Agreement.

Incomplete, or Unsupported Submissions

If an attempted Incoming Stablecoin Conversion causes assets to reside in the Stablecoin Custody Account but is incomplete, unsupported, incorrectly submitted, sent on an unsupported Blockchain Network, sent to an unsupported or incorrect address, sent in an unsupported asset, submitted without required information, or otherwise does not satisfy the Bank’s requirements for completion, the Bank may, in its sole discretion and without liability: (i) decline to recognize the transfer as an Incoming Stablecoin Conversion; (ii) leave the transfer unprocessed or pending; (iii) require additional information or corrective action before taking any further steps; (iv) reject, return, block, freeze, or quarantine the Stablecoins or any related value; or (v) determine that the asset or transfer is unsupported and take no further action unless and until the Bank elects otherwise. The Bank has no obligation to recover, reconstruct, trace, support, or remediate any transfer that was sent incorrectly, incompletely, or through an unsupported method, and the Bank will have no liability for any resulting loss, delay, market movement, tax consequence, or inability to access or realize value. To the fullest extent permitted by applicable law, the Bank will not be liable for any loss, cost, expense, claim, damage, delay, lost opportunity, tax consequence, market movement, or inability to access or realize value arising from or relating to any pending, delayed, incomplete, blocked, frozen, reversed, unsupported, or rejected Incoming Stablecoin Conversion.

Outgoing Stablecoin Conversion

General

If the Bank elects to support an Outgoing Stablecoin Conversion, you may provide Instructions for the Bank to (i) debit your linked Deposit Account for the specified amount; (ii) convert the U.S. dollars to Stablecoins; and (iii) transfer Stablecoins to a blockchain address, wallet, account, or other destination that you designate and that the Bank elects to support. Each Outgoing Stablecoin Conversion must be initiated through a valid Instruction in accordance with this Agreement and the Bank’s then-current Security Procedures, operational requirements, and other requirements. The Bank may establish, modify, or discontinue at any time the operational steps, technical requirements, processing requirements, destination requirements, supported channels, supported wallet formats, address-screening requirements, and other conditions applicable to Outgoing Stablecoin Conversions.

Required Instruction and Transaction Information

To initiate an Outgoing Stablecoin Conversion, you must provide all information required by the Bank, including an authorization to debit the linked Deposit Account and the information the Bank may require as set forth above. The Bank may rely on the identifying information you provide, including a wallet address or other unique identifier, even if that information identifies a different person, wallet, account, or destination than the name or description you provide. The Bank will have no liability for losses arising from incorrect, incomplete, incompatible, outdated, or mistaken information, including an incorrect, invalid, unsupported, or incompatible wallet address, Blockchain Network, protocol, or destination.

Debit of Linked Deposit Account

When you initiate an Outgoing Stablecoin Conversion (or upon the initiation of a previously authorized Outgoing Stablecoin Conversion), the Bank will place a hold on, earmark, reserve, or debit a corresponding amount of U.S. dollars in your linked Deposit Account on a pending, provisional, or other basis before the Outgoing Stablecoin Conversion is approved, before any Stablecoin transfer is initiated, and before any transfer is completed on a Blockchain Network. While any such amount remains pending, reserved, earmarked, or otherwise restricted, it may be unavailable to you for withdrawal, transfer, payment, or other use. The Bank may determine the timing, amount, status, and treatment of any pending or related debit, including whether and when the debit becomes final, whether it remains provisional, and whether it is reversed, adjusted, or released.

Processing and Conversion Mechanics

If the Bank elects to approve and process an Outgoing Stablecoin Conversion, the Bank may, in its sole discretion: (i) finalize or continue any related debit, hold, reserve, or earmark in your linked Deposit Account; (ii) convert U.S. dollars from your Deposit Account into Stablecoins and place those Stablecoins into your Stablecoin Custody Account; and (iii) complete the Outgoing Stablecoin Conversion by transferring Stablecoins to the recipient in any manner consistent with the Services design then in effect. The Bank is not obligated to use any particular wallet, inventory source, settlement method, sequence, or workflow.

Rejection, Blocking, and Release of Pending Amounts

If the Bank does not approve, execute, or complete an Outgoing Stablecoin Conversion, the Bank may, in its sole discretion: (i) release, reverse, continue to hold, or otherwise treat any related pending debit, reserve, or earmark; (ii) reject, block, freeze, cancel, or continue to delay the Outgoing Stablecoin Conversion; (iii) require resubmission of the request or additional documentation or authentication; or (iv) take any other action the Bank determines is appropriate. The Bank is not required to execute any Outgoing Stablecoin Conversion merely because you submitted an Instruction, because a related dollar amount has been placed in pending status, or because the Bank previously completed similar transactions.

Finality and Irreversibility

Once the Bank initiates an Outgoing Stablecoin Conversion on a Blockchain Network or otherwise submits the related Stablecoin transfer to an external system, the transaction may be final, irreversible, and incapable of cancellation, reversal, recovery, or modification. The Bank has no obligation to attempt to cancel, reverse, or recover any Outgoing Stablecoin Conversion after Instructions have been received. The Bank makes no representation or warranty regarding the timing, confirmation, ordering, acceptance, availability, finality, or successful completion of any blockchain transaction, and the Bank will have no liability for delay, congestion, rejection, failure, reordering, reorganization, non-confirmation, or other network-related or third-party issues outside the Bank’s control.

No Liability for Wrong or Incompatible Addresses or Networks

The Bank has no liability for any loss, damage, delay, inability to recover, inability to access, market movement, tax consequence, or other adverse consequence resulting from Outgoing Stablecoin Conversions: (i) using information provided by you that is incorrect, incomplete, incompatible, invalid, unsupported, outdated, or mistaken, including a wallet address, account, or destination; (ii) requested on an unsupported or incompatible Blockchain Network or protocol; (iii) to a destination wallet or service provider that does not accept the Stablecoin or network used; or (iv) that results in permanent loss, inaccessibility, or irretrievability of the transferred Stablecoins. The Bank may, but is not required to, reject or refuse an Outgoing Stablecoin Conversion that appears to involve an incompatible or unsupported address, network, or destination. If the Bank does not detect the issue and acts on the information you provided in accordance with this Agreement, the Bank will not be liable.

Records, Account Information, and Tax Documents

Account Information and Records

The Bank may make Account Information available to you through one or more channels, including a website, portal, mobile application, API, electronic file delivery, or other means selected by the Bank. The Bank may determine, in its sole discretion, the content, format, level of detail, timing, frequency, and method of delivery of any Account Information, and may modify or discontinue any method of delivery at any time.

Electronic Delivery; Deemed Delivery

Unless otherwise required by applicable law, all Account Information and other communications relating to the Stablecoin Custody Account and the Services may be provided electronically. Account Information will be deemed provided and received when it is made available through the applicable delivery channel (including posting to a portal, API availability, or other electronic access point). The Bank is not responsible for any delay, failure, or inability to deliver Account Information caused by your systems, devices, service providers, or connectivity, or by any third party outside the Bank’s control.

Monitoring and Review Obligations

You are solely responsible for monitoring your Account Information, including all Transactions and any related activity on your linked Deposit Account, on an ongoing basis. You must promptly review all Account Information and notify the Bank of any suspected error, discrepancy, unauthorized activity, or other issue. Except to the extent prohibited by applicable law: (i) the Bank will not be liable for any loss resulting from your failure to timely review Account Information or notify the Bank of an issue; (ii) you may be precluded from asserting any claim against the Bank if you do not notify the Bank within a reasonable time after Account Information is made available; and (iii) the Bank may treat its records of the Stablecoin Custody Account and all related activity as conclusive and binding in the absence of timely notice from you. The Bank has no obligation to independently identify or notify you of errors, discrepancies, unauthorized activity, or unusual transactions, except as expressly required by applicable law.

Bank Records; Conclusive Evidence

The Bank’s books, records, systems, logs, and data (including electronic records and transaction histories) will be deemed correct and conclusive evidence of the status of the Stablecoin Custody Account, Transactions, Instructions, and related activity, except to the extent prohibited by applicable law. The Bank may maintain records in any form, including electronic, digital, or imaged format, and may rely on such records for all purposes, including dispute resolution, compliance, and legal proceedings.

Record Retention

The Bank may retain records relating to the Stablecoin Custody Account, Transactions, Instructions, and related activity for such period as the Bank determines appropriate in its sole discretion, subject to applicable law. The Bank is not obligated to retain any records for any minimum period except as required by applicable law and may destroy or delete records after such period as the Bank determines is appropriate.

Tax Reporting and Documentation

You are solely responsible for determining and satisfying any tax obligations arising from or relating to the Stablecoin Custody Account, the Services, and any Transactions. The Bank may, in its sole discretion and to the extent required or permitted by applicable law: (i) provide tax-related information, reports, or forms to you or to applicable Governmental Authorities; (ii) report Transactions or account activity to tax authorities; and (iii) request tax-related information, certifications, or documentation from you. Any tax-related information provided by the Bank is for informational purposes only and may not be complete. The Bank does not provide tax advice and makes no representation regarding the tax treatment of any Transaction, Stablecoin, or activity.

No Obligation to Provide Statements or Reconciliations

The Bank is not obligated to provide periodic statements, confirmations, reconciliations, or similar reports with respect to the Stablecoin Custody Account or the Services, except to the extent required by applicable law. Any Account Information made available by the Bank is provided as a convenience and may be provisional, subject to change, subject to correction, or subject to further review. The Bank may correct errors, omissions, or discrepancies at any time.

Fees, Charges, Setoff, and Reimbursements

Fees and Charges

You agree to pay all fees, charges, costs, and expenses associated with the Stablecoin Custody Account and the Services (collectively, “Fees”), including any fees disclosed in this Agreement, in any applicable fee schedule, product materials, or otherwise communicated by the Bank. Fees may include, without limitation, custody fees, transaction fees, conversion-related fees, network or blockchain-related costs, administrative fees, service charges, and any other amounts associated with the Services. The Bank may determine, establish, modify, or waive Fees at any time, subject to applicable law and any express agreement with you, and may apply Fees on a per-transaction, periodic, usage-based, asset-based, or other basis as determined by the Bank.

Payment of Fees; Authority to Debit Accounts

You authorize the Bank to collect any Fees, and any other amounts you owe to the Bank under this Agreement or otherwise, by debiting your linked Deposit Account, debiting any other account you maintain with the Bank (to the extent permitted by applicable law and any applicable account agreement), netting or offsetting against any amounts otherwise payable to you, or using any other method permitted by this Agreement or applicable law. The Bank may apply such debits on a current, periodic, or delayed basis, and may treat any debit as pending, provisional, or final in its discretion. If sufficient funds are not available in your linked Deposit Account or other accounts, you remain fully liable for all amounts owed, and the Bank may pursue any rights or remedies available under this Agreement or applicable law.

Reimbursement Obligations

You agree to reimburse the Bank promptly upon demand for any losses, liabilities, costs, or expenses (including reasonable attorneys’ fees and expenses) incurred by the Bank in connection with the Stablecoin Custody Account, the Services, any Instruction or Transaction, any act or omission by you or any Authorized Person, any breach of this Agreement, any violation of applicable law, any inaccurate or incomplete information provided by or on your behalf, or any legal process, adverse claim, dispute, or third-party claim relating to you or your activity. You also agree to reimburse the Bank for costs incurred in connection with investigations, compliance reviews, or responses to regulatory or law enforcement inquiries. The Bank may satisfy any such reimbursement obligation using any method described in this Section, to the extent permitted by applicable law.

Limited Setoff Rights

To the fullest extent permitted by applicable law, the Bank may exercise rights of setoff, netting, or similar rights with respect to any amounts you owe to the Bank against amounts held by the Bank for your benefit, including amounts held in any Deposit Account or otherwise payable to you. Notwithstanding the foregoing, and consistent with the custodial nature of the relationship, Custodied Assets are not the property of the Bank and are not general assets of the Bank. Accordingly, the Bank will not exercise setoff against Custodied Assets except to the limited extent expressly permitted by this Agreement or applicable law, including where necessary to satisfy Fees, reimbursements, or other obligations directly related to the Stablecoin Custody Account or the Services. Any such exercise of rights will be limited to the minimum extent necessary and carried out in a manner consistent with the custodial framework established in this Agreement.

Application of Payments

The Bank may determine, in its sole discretion, the order and manner in which any payments, debits, credits, or recovered amounts are applied among Fees, reimbursements, liabilities, and other obligations owed by you to the Bank. You agree that the Bank’s determination of such application will be binding except to the extent prohibited by applicable law.

Third-Party Costs and Network Fees

You are responsible for any third-party fees, costs, or charges associated with Transactions, including blockchain network fees, gas fees, validator or miner fees, and any fees imposed by intermediaries, counterparties, or service providers. The Bank may estimate, pass through, advance, or adjust such costs in its discretion, and you agree to reimburse the Bank for any such amounts.

Survival

Your obligations under this Section survive termination of the Stablecoin Custody Account and this Agreement until all amounts owed to the Bank have been fully satisfied.

Errors, Reversals, Adjustments, and Recovery Rights

General Authority

The Bank may, at any time and in its sole discretion, correct any error, omission, discrepancy, or inconsistency relating to the Stablecoin Custody Account, any Transaction, any Instruction, or any related debit, credit, or record, regardless of its source (an “Error”). This authority applies regardless of when the Error is discovered and regardless of whether it results from the Bank, you, any Authorized Person, any third party, or any system or operational issue.

Correction of Errors

To correct an Error, the Bank may take any action it determines appropriate, including reversing, cancelling, or adjusting any Transaction; reversing, debiting, or crediting any amount in your linked Deposit Account or any other account; placing holds or restrictions on funds or Custodied Assets; reprocessing Transactions; or making any other adjustment necessary to reflect the intended or correct outcome. The Bank is not required to obtain your consent before taking such action, to the extent permitted by applicable law.

Erroneous Credits and Debits

If any amount is credited to the Stablecoin Custody Account, your linked Deposit Account, or otherwise made available to you in error, you have no right to retain that amount. You agree to promptly return or repay any such amount upon demand. You authorize the Bank to recover any such amount by reversing the credit, debiting your linked Deposit Account or any other account you maintain with the Bank, offsetting against other amounts payable to you, or using any other method permitted by this Agreement or applicable law. The Bank may freeze or restrict access to any such amount pending investigation or recovery.

Reversals and Failed Transactions

Transactions may fail, be incomplete, or be subject to reversal due to operational issues, compliance concerns, network conditions, errors, or other factors. The Bank may reverse or decline any Transaction, or any related debit or credit, if it determines that the Transaction was erroneous, unauthorized, inconsistent with this Agreement, incomplete, unsupported, or subject to legal, compliance, or risk concerns. Any related credit to your linked Deposit Account may be reversed, and any related debit may be reinstated, in each case as determined by the Bank.

Cooperation Obligations

You agree to cooperate fully with the Bank in connection with any Error, investigation, reversal, or recovery effort. This includes providing information, documentation, confirmations, and access as reasonably requested. You also agree not to withdraw, transfer, conceal, or otherwise use any funds or assets that you know or reasonably should know were credited or made available in error.

Recovery Rights

The Bank retains all rights and remedies available at law or in equity to recover any amounts owed to it, including amounts arising from Errors, reversals, reimbursements, or other obligations. Subject to this Agreement, these rights include, without limitation, rights of setoff and netting, rights to debit accounts, and the right to pursue legal action. The Bank may exercise these rights even if the Error resulted from the Bank’s own actions, except to the extent prohibited by applicable law.

No Liability for Good-Faith Actions

To the fullest extent permitted by applicable law, the Bank will not be liable for any loss arising from any correction, reversal, adjustment, or recovery action taken in good faith and in accordance with this Agreement.

Liability

Indemnification and Reimbursement

To the extent not prohibited by applicable law, you agree to indemnify, defend, and hold harmless the Bank and its affiliates, and their respective officers, directors, employees, agents, and service providers, from and against any and all claims, demands, losses, liabilities, damages, judgments, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or relating to: (i) the Stablecoin Custody Account, any Custodied Assets, the Services, and any Transaction; (ii) any Instruction or activity by you or any Authorized Person; (iii) your breach of this Agreement; (iv) your violation of applicable law; (v) the Bank’s reliance on any Instruction, authorization, or information it reasonably believes to be genuine and authorized; or (vi) any dispute involving the Stablecoin Custody Account, Services, or Custodied Assets. To the extent permitted by applicable law, the Bank may debit any account you maintain with the Bank for amounts you owe under this Section.

Joint and Several Liability

If more than one person or entity is identified as the customer or otherwise has an interest in or authority over a Stablecoin Custody Account, each such person or entity will be jointly and severally liable for all obligations arising out of or relating to the Stablecoin Custody Account, the Services, any Custodied Assets, any Transaction, and this Agreement. This means that each such person or entity is individually responsible for the full amount of any obligation, loss, liability, fee, charge, expense, indemnity, or other amount owed to the Bank, regardless of which person or entity incurred, authorized, or benefited from the relevant activity. All such obligations are immediately due and payable upon demand. To the fullest extent permitted by applicable law, the Bank may enforce its rights against any one or more such persons or entities without first proceeding against any other person or entity and may apply or setoff funds from any Deposit Account or other account maintained with the Bank by any such person or entity to satisfy any obligation under this Agreement.

Limitation of Liability

Except to the extent prohibited by applicable law, the Bank’s liability to you for any claim arising out of or relating to this Agreement, the Stablecoin Custody Account, the Services, or any Transaction will be limited to the amount of the direct loss attributable to the specific Transaction or Custodied Assets giving rise to the claim. To the fullest extent permitted by applicable law, the Bank will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, loss of opportunity, loss of use, or loss of data, even if advised of the possibility of such damages.

Events Beyond the Bank’s Control

The Bank will not be liable for any failure, delay, or interruption in performing our obligations under this Agreement if the failure, delay, or interruption is caused by circumstances beyond our reasonable control. Such circumstances include, but are not limited to: (i) natural disasters or acts of God; (ii) fire, flood, earthquake, or severe weather; (iii) war, terrorism, civil unrest, or riots; (iv) labor disputes or strikes; (v) power outages or failures of telecommunications networks; (vi) failures of computer systems, software, internet service providers, or cybersecurity incidents; (vii) failures or delays by payment networks, clearing houses, correspondent banks, or other financial institutions; (viii) failures of third-party service providers or vendors; (ix) governmental actions, court orders, or changes in law or regulation; or (x) any other event beyond our reasonable control. We will be excused from performance while such circumstances exist and for a reasonable period of time thereafter.

No Waiver of Rights

Nothing in this section reduces our liability to you to the extent such limitation is prohibited by applicable law. The provisions of this section survive the closure of your Stablecoin Custody Account and the termination of this Agreement.

Duty to Mitigate; Third-Party Recoveries

You agree to take reasonable steps to mitigate any loss relating to the Stablecoin Custody Account or the Services and to preserve any rights you may have against third parties. At the Bank’s option, you will either assign such rights to the Bank or pursue recovery directly and remit to the Bank any amounts recovered to the extent of the Bank’s reimbursement to you. Any liability of the Bank will be reduced by amounts you recover or are entitled to recover from third parties.

Other Important Information

Governing Law

The Stablecoin Custody Account is opened and maintained at our main office located in Columbus, Ohio. This Agreement, the Stablecoin Custody Account, the Services and all transactions and relationships between you and us are governed by federal law and, to the extent state law applies, the laws of the State of Ohio, without regard to conflict of law principles. Your Stablecoin Custody Account is deemed to be located in Ohio regardless of where you reside or access your Stablecoin Custody Account.

You agree that any lawsuit, claim, or other proceeding arising out of or relating to this Agreement, your Stablecoin Custody Account, or your relationship with us that is not subject to arbitration must be brought exclusively in the state courts located in Franklin County, Ohio, or the United States District Court for the Southern District of Ohio. You consent to the jurisdiction of those courts and waive any objection to venue, including any claim that those courts are an inconvenient forum. We may bring an action against you in any court that has jurisdiction over you.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOUR STABLECOIN CUSTODY ACCOUNT, OR YOUR RELATIONSHIP WITH US.

Assignment

You may not sell, assign, transfer, pledge, or grant a security interest in the Stablecoin Custody Account or any of your rights or obligations under this Agreement without our prior written consent, and any attempted assignment, transfer, or pledge without our consent is void. We may assign, transfer, sell, pledge, delegate, or otherwise transfer this Agreement, any servicing rights, any of our rights or obligations under this Agreement, and any consents, permissions, and agreements that you have granted to us or that relate to this Agreement, the Stablecoin Custody Account, and the Services at any time, in whole or in part, without prior notice to you and without your consent. We will not be liable to you for any action taken by any successor institution, servicer, or assignee. This Agreement will be binding upon you and your heirs, representatives, successors, and permitted assigns.

Severability

This Agreement is the complete and final expression of the agreement between you and us with respect to the Stablecoin Custody Account and the Services and may not be contradicted by any alleged oral agreement. Subject to the special rules in the Arbitration Provision in the Deposit Account Agreement, if any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court, regulatory authority, or applicable law, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions of this Agreement will remain in full force and effect. If any provision cannot be enforced as written, the court or arbitrator may modify the provision to the extent necessary to make it enforceable while preserving its intent to the greatest extent possible. Except as otherwise provided in the Arbitration Provision with respect to the Class Action Waiver, the invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provision of this Agreement. The provisions of this Agreement that by their nature should survive termination of the Stablecoin Custody Account or this Agreement will survive, including provisions relating to arbitration, limitation of liability, indemnification, right of setoff, and governing law.

Service Providers; Agents

We may use third parties to provide services in connection with the Stablecoin Custody Account, the Services, and this Agreement. In providing services, these service providers and agents may act on our behalf and may exercise any rights we have under this Agreement, rely on any consents, authorizations, and permissions you have granted to us, and enforce any of your obligations under this Agreement on our behalf. You agree that our service providers and agents are intended third-party beneficiaries of this Agreement for purposes of the provisions that apply to the services they provide, including provisions relating to limitations of liability, arbitration, indemnification, and dispute resolution, and they may enforce those provisions as if they were a party to this Agreement. We remain responsible for the services we provide to you as required by law. We may share information about you, the Stablecoin Custody Account, and the Deposit Account with our service providers and agents as necessary to provide Services, service the Stablecoin Custody Account, process Transactions, comply with law, prevent fraud, and otherwise operate our business, subject to our Privacy Policy.

Accessibility

We are committed to providing banking services that are accessible to individuals with disabilities and to complying with applicable accessibility laws. The design, functionality, and accessibility features of our services may change from time to time as technology and accessibility standards evolve. If you experience difficulty accessing or using your Stablecoin Custody Account or any related services, or if you require communications in an alternative format, please contact us using the contact information provided in this Agreement, and we will make reasonable efforts to provide accommodations as required by applicable law. You acknowledge that accessibility of digital services may depend in part on your device, operating system, internet connection, assistive technology, and third-party software, and we are not responsible for limitations caused by third-party technology that is outside our control.

Headings and Interpretations

The section headings, titles, formatting, and examples in this Agreement are for convenience and readability only and do not limit, expand, or otherwise affect the meaning of any provision. Unless the context requires otherwise, references to “including,” “includes,” or similar terms mean “including without limitation.” References to the singular include the plural and references to the plural include the singular. This Agreement will be interpreted in a fair and reasonable manner and not strictly for or against either party based on authorship or drafting.

Ownership; License; Intellectual Property

We and our service providers and licensors retain all ownership and proprietary rights in and to the online banking platform, mobile applications, websites, software, technology, content, functionality, designs, materials, and systems that we make available to you in connection with your Stablecoin Custody Account (collectively, the “Platform”). The Platform is protected by intellectual property, proprietary rights, and other applicable laws. Except for the limited rights expressly granted to you in this Agreement, you are not granted any ownership or other rights in the Platform.

Subject to your compliance with this Agreement, we grant you a limited, personal, non-exclusive, non-transferable, and revocable license to access and use the Platform solely for your own lawful personal or business banking purposes. You may not copy, reproduce, modify, distribute, sell, lease, create derivative works from, reverse engineer, decompile, attempt to extract source code from, or otherwise attempt to derive or access any technology or software underlying the Platform, or interfere with or gain unauthorized access to any systems, networks, or data associated with the Platform.

Certain components of the Platform may be owned or licensed by third parties. Such third parties are intended third-party beneficiaries of this Agreement with respect to the provisions relating to intellectual property, acceptable use, limitations of liability, and other provisions that protect their rights. We and our service providers may modify, replace, or discontinue any part of the Platform at any time without notice to you. We and our licensors reserve all rights not expressly granted in this Agreement.