UpFinance SERVICES TERMS & CONDITIONS

2.1 These Terms apply to your Account and your use of the Services, including but not limited to: (a) the Custodian Account; (b) UpFinance Card Services; (c) Swap Transactions; (d) Wallet Services; (e) Virtual Accounts; and (f) access to or use of any Third-Party Services provided in conjunction with UpFinance.

2.2 These Terms are supplemented by any specific terms and conditions applicable to each Service module, as set out in Parts A–F. To the extent of any conflict between the General Terms and the terms of a Service-specific Part, the Service-specific terms shall prevail.

2.3 These Terms are governed by the laws of Hong Kong. Any disputes shall be subject to the exclusive jurisdiction of the courts or arbitral bodies of Hong Kong, unless otherwise provided in the Dispute Resolution Clause.

3.1 U.S. FinCEN Registration. UpGlobal Inc is registered with the U.S. Financial Crimes Enforcement Network (FinCEN) as a Money Services Business under Registration No. 31000308751680 (Date on MSB transcript: Aug 28, 2025; Received date: Aug 25, 2025), with the registered business address 8 The Green, Ste A, Dover, DE 19901. FinCEN registration is a federal registration under the Bank Secrecy Act and does not constitute an approval or endorsement by FinCEN.

3.2 State Licensing: Certain money transmission or payment services may require state money transmitter licenses (MTLs). Availability of specific services can vary by state or territory and may be restricted, delayed, or provided via licensed partners until applicable licenses are obtained. Nothing in these Terms shall be construed as representing that UpGlobal Inc holds all state MTLs.

3.3 Intermediary & Partner Licensing: UpFinance may deliver regulated components of the Services through licensed third-party institutions. Custodial and settlement services may be facilitated through Merits Bank & Trust Limited, a Hong Kong licensed trust or company service provider (TCSP Licence No. TC008817). UpGlobal Inc does not itself conduct trust, custodial, or banking business.

3.4 Disclosure Obligation: The User acknowledges that UpFinance does not independently hold a financial license in the initial stage of operations. All Services are offered through Merits' regulated license under full disclosure.

3.5 Future Licensing: UpFinance reserves the right to acquire additional regulatory approvals or licenses in other jurisdictions and to migrate certain services to be conducted under its own license in due course.

4.1 To access and use the Services, you must:

• Be at least eighteen (18) years of age;
• Not be a citizen or resident of a jurisdiction where the use of the Services is prohibited by applicable laws or regulations;
• Provide all required documentation and complete KYC/AML checks to the satisfaction of UpFinance or its designated compliance providers;
• Have full legal capacity to enter into binding contracts.

4.2 We reserve the right to approve or reject any application at our sole discretion. We may suspend or terminate access to the Services in case of suspected breach of these Terms or violation of any applicable laws.

4.3 You agree that your Account is non-transferable, and you will not allow third parties to access or operate your Account.

4.4 You represent you are not located in, organized under the laws of, or ordinarily resident in any sanctioned jurisdiction, and you are not a sanctioned person (e.g., on any U.S. OFAC list). You will not use the Services for any activities prohibited by U.S. sanctions or export-control laws.

4.5 Prohibited/Restricted Jurisdictions may apply and can change.

5.1 We reserve the right to:

• Modify, suspend, or discontinue any part of the Services at any time;
• Impose or change service limits;
• Update our policies and features without prior notice unless otherwise required by law.

5.2 Your continued use of the Services constitutes acceptance of any changes made pursuant to this Section.

6.1 All applicable fees, charges, and commissions are disclosed in the Fee Schedule, which forms part of these Terms.

6.2 Fees may include (without limitation):

• Card issuance and annual maintenance fees;
• FX or swap spreads;
• Withdrawal, deposit, or top-up fees;
• Network and blockchain transaction costs.

6.3 Fees are exclusive of any applicable tax or withholding obligation. You are solely responsible for determining and fulfilling your tax liabilities in your jurisdiction of residence.

7.1 You acknowledge and accept that:

• Digital assets are highly volatile and speculative in nature;
• There is a risk of partial or total loss of your holdings;
• Blockchain transactions may be irreversible;
• Custodial or self-custody solutions may be subject to technological and cybersecurity risks.

7.2 You understand that UpFinance does not act as your financial advisor. All decisions made using the Services are undertaken at your sole discretion and risk.

7.3 UpGlobal Inc is not a bank, and Accounts are not FDIC-insured, unless expressly stated for a specific product.

8.1 To the fullest extent permitted by applicable law, the total aggregate liability of UpGlobal Inc and its respective affiliates, directors, officers, employees, agents, service providers, and licensors (collectively, the "UpFinance Parties") arising out of or in connection with these Terms or the Services shall not exceed the lesser of (a) the total amount of direct fees paid by the User to UpFinance in the six (6) months preceding the event giving rise to the claim, or (b) USD 100,000.

8.2 In no event shall any UpFinance Party be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for any loss of profits, revenue, goodwill, data, business opportunity, or anticipated savings, whether arising in contract, tort (including negligence), equity, strict liability, or otherwise, even if advised of the possibility of such damages.

8.3 UpFinance disclaims liability for any loss, delay, or damage arising from or related to the actions or omissions of any third-party service provider, including custodians, banks, payment processors, settlement agents, or blockchain networks, except to the extent such loss is caused solely by the gross negligence or willful misconduct of UpFinance as determined by a final, non-appealable judgment.

8.4 UpFinance shall not be liable for any failure or delay in performance resulting from events beyond its reasonable control, including acts of God, acts of civil or military authorities, war, terrorism, labor disputes, cyberattacks, technical failures, regulatory actions, or any interruption of third-party services or infrastructure.

8.5 Notwithstanding anything to the contrary in these Terms, the exclusions and limitations of liability set forth in this Clause shall not apply where the claim results directly from gross negligence or willful misconduct by UpFinance, as established in a final judgment by a court of competent jurisdiction that is not subject to further appeal.

8.6 You agree to indemnify, defend, and hold harmless UpFinance, Osmosis Limited, and their respective affiliates, directors, officers, employees, agents, service providers, licensors, and representatives from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable legal and accounting fees), whether direct or indirect, arising out of or relating to: (a) your access to or use of the Services; (b) your violation of these Terms or any incorporated policy; (c) your breach of any representation, warranty, or obligation under these Terms; (d) your violation of any applicable law, regulation, or third-party rights; (e) any act of fraud, misrepresentation, or willful misconduct on your part; or (f) any claim brought against UpFinance in connection with your data, activity, conduct, or transactions carried out through the Services. This indemnification obligation shall survive the termination or expiration of these Terms and your use of the Services.

9.1 We may suspend, restrict, or terminate your access to the Services at our sole and absolute discretion, with or without prior notice, including but not limited to circumstances where we reasonably suspect fraud, money laundering, breach of law or regulation, violation of these Terms, material reputational risk, or if required to comply with any legal, regulatory, or governmental order, inquiry, investigation, or directive.

9.2 We reserve the right to retain, freeze, or withhold funds or assets held in your Account if we determine, in our sole discretion, that such action is necessary to comply with applicable laws, support ongoing investigations, or mitigate potential harm or liability. Such retention shall be without prejudice to our other rights under these Terms or at law.

9.3 You may terminate your Account at any time by providing written notice and fulfilling all outstanding obligations. Termination shall not affect any accrued rights or liabilities.

9.4 Upon termination, all rights granted to you under these Terms shall immediately cease. Subject to applicable laws, we shall return any remaining eligible funds to a verified destination provided by you after completion of compliance and audit checks. We may impose offboarding fees or deduct any applicable charges, and we may retain data and transaction records for legal, compliance, or audit purposes.

9.5 The provisions of these Terms relating to liability, indemnity, governing law, dispute resolution, and any other clauses that by their nature should survive termination shall continue to apply after your Account is closed or these Terms expire.

"Account" means the registered user account created with UpFinance through which Services are accessed and managed.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"Custodian Account" means the account established for the User under Part A for the custody and management of fiat or digital assets, held through licensed trust or custodial partners.

"Digital Assets" means any cryptographic tokens, virtual currencies, digital coins, or other blockchain-based representations of value supported by the Services.

"Fees" means any charges, costs, spreads, or commissions applicable to the Services, as disclosed in the Fee Schedule or at the time of the transaction.

"Merits" or "Merits Bank & Trust" refers to Merits Bank & Trust Limited, a licensed trust company in Hong Kong under Trust License No. TC008817, used as the primary custodian and settlement provider for UpFinance.

"Platform" means all websites, mobile applications, APIs, interfaces, and other systems operated under the UpFinance brand.

"Services" means all products, functionalities, and features made available to Users through the UpFinance Platform, including but not limited to Custodian Accounts, Card Services, Wallets, Swap Transactions, Virtual Accounts, and Third-Party Services.

"Terms" refers to these UpFinance Services Terms and Conditions, including any policies, schedules, annexes, and service-specific terms incorporated by reference.

"Third-Party Services" means any external platforms, software, providers, or services integrated into or made available through UpFinance, over which Party A has no operational control.

"User," "you," or "your" means the individual or legal entity that registers for, accesses, or uses any part of the Services.

12.1 To the fullest extent permitted by applicable law, any dispute, controversy, difference, or claim arising out of or relating to these Terms or the Services, including the existence, validity, interpretation, performance, breach, or termination thereof, shall be resolved through final and binding arbitration.

12.2 The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (HKIAC) Administered Arbitration Rules in force at the time of the commencement of the arbitration. The seat of arbitration shall be Hong Kong, and the language of the proceedings shall be English. The number of arbitrators shall be one, appointed in accordance with the HKIAC Rules. Judgment upon the arbitral award may be entered in any court of competent jurisdiction.

12.3 The parties expressly waive, to the maximum extent permitted by law, any right to a trial by jury or to participate in any class action, mass action, or collective proceeding against the other party. Each party agrees to resolve disputes on an individual basis only and not as a plaintiff or class member in any purported class or representative proceeding.

12.4 Notwithstanding the above, either party may seek interim, emergency, or injunctive relief from any court of competent jurisdiction where such relief is necessary to prevent imminent and irreparable harm, preserve assets, or protect confidential information or intellectual property rights, and such application shall not be deemed incompatible with this arbitration clause.

12.5 All arbitration proceedings, filings, submissions, awards, and related materials shall be kept strictly confidential by all parties, and shall not be disclosed to any third party without the prior written consent of the other party, unless such disclosure is required by law or regulatory authority.

13.1 These Terms, together with all policies, disclosures, and documents incorporated herein by reference, constitute the entire agreement between you and Party A and supersede all prior agreements, understandings, negotiations, representations, and communications, whether oral or written, with respect to the subject matter hereof.

13.2 No failure or delay by Party A in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise thereof. Any waiver must be in writing to be effective.

13.3 You may not assign, transfer, or novate your rights or obligations under these Terms without our prior written consent. We may assign or transfer these Terms, in whole or in part, without notice or consent, to any affiliate, successor entity, or in connection with a corporate reorganization, merger, acquisition, or sale of assets.

13.4 Party A shall not be liable for any failure or delay in performance or availability of the Services to the extent such failure or delay results from events or circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemic or pandemic outbreaks, war, terrorism, cyberattacks, communication failures, utility or network downtime, labor disputes, government restrictions or regulatory actions, custodial or service provider failures, and other unforeseeable operational disruptions.

13.5 Party A reserves the right to amend, update, or modify these Terms or any of the incorporated documents at any time by publishing the revised version on the Platform or otherwise providing notice to you. Your continued use of the Services following such publication or notice constitutes your acceptance of the updated Terms.

13.6 If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to render it valid and enforceable, and the remaining provisions shall remain in full force and effect.

13.7 These Terms shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without regard to conflict of law principles. You agree that Hong Kong shall be the exclusive forum for any disputes not otherwise subject to arbitration under these Terms.

13.8 To the fullest extent permitted by law, any claim or cause of action arising out of or related to these Terms or the Services must be filed within twelve (12) months from the date the claim first arose. Any claims not filed within such time shall be permanently barred.

14.1 You agree to indemnify and hold harmless UpFinance, its affiliates, directors, officers, employees, agents, and service providers from and against any and all losses, damages, liabilities, claims, demands, costs, and expenses (including legal fees) arising from your breach of these Terms, your violation of applicable laws or regulations, your use of the Services, or any unauthorized, fraudulent, or negligent acts or omissions on your part.

14.2 We reserve the right to amend or vary these Terms at any time by posting the updated version on our website or platform. Your continued use of the Services following such notice shall constitute acceptance of the updated Terms.

1.1 This Part A sets out the terms and conditions applicable to the Custodian Account provided through UpFinance via its regulated partner, Merits Bank & Trust ("Merits"), a licensed trust company incorporated in Hong Kong.

1.2 By accessing or using the Custodian Account, you agree to be bound by this Part A in addition to the General Terms and Conditions.

2.1 The Custodian Account enables Users to hold and manage digital assets and fiat currencies in a segregated trust environment. All Custodian Accounts are operated under the regulatory license and control framework of Merits.

2.2 Funds held within Custodian Accounts are not mixed with UpFinance's corporate assets. They are maintained in accordance with fiduciary trust standards and are not subject to the claims of UpFinance's creditors.

2.3 Custodian Accounts may include sub-accounts or wallets designated for specific asset types (e.g., BTC, ETH, USDT, USD) and functionalities (e.g., debit account, virtual account, or collateral wallet).

2.4 The User acknowledges and accepts that funds or assets transferred to, held with, or managed by Merits Bank & Trust or any designated sub-custodian are subject to the operational, insolvency, and legal risks associated with such third-party custodians. UpFinance disclaims all liability for losses, delays, unavailability of funds, or regulatory interventions involving such third-party institutions, except where caused by its own gross negligence or willful misconduct as established by final, non-appealable judgment.

2.5 Unless otherwise required by applicable law, UpFinance acts solely as a facilitator and administrative coordinator with respect to custodial and trust arrangements. No fiduciary, trustee, or similar legal relationship is created between the User and UpFinance as a result of these arrangements.

3.1 To open a Custodian Account, Users must complete all required onboarding steps, including:

• Identity verification;
• Source of funds and wealth declarations;
• Compliance with anti-money laundering (AML) and counter-terrorism financing (CTF) requirements;
• Agreement to applicable custodial and user policies.

3.2 We reserve the right to deny, suspend, or terminate access to Custodian Accounts in the event of:

• Incomplete or unsatisfactory documentation;
• Regulatory restrictions;
• Breach of any part of these Terms.

4.1 Deposits into the Custodian Account may be made in approved fiat currencies or supported digital assets.

4.2 You are solely responsible for ensuring that you send only supported tokens to the appropriate address provided by UpFinance. Sending unsupported tokens or using incorrect deposit protocols may result in permanent loss.

4.3 Withdrawals from the Custodian Account are subject to:

• Successful KYC/AML status;
• Minimum withdrawal thresholds;
• Internal risk and security checks;
• Blockchain network availability and third-party settlement constraints.

4.4 We reserve the right to implement withdrawal cooldown periods, compliance holds, or transaction reviews as reasonably necessary to fulfill our legal obligations.

5.1 All digital assets in the Custodian Account are held in wallets secured and operated by Merits Bank & Trust or its appointed sub-custodians, using institutional-grade infrastructure and security controls.

5.2 Fiat balances are held in segregated client accounts under the name of Merits Bank & Trust for the benefit of Users. These accounts are not co-mingled with proprietary funds of UpFinance or Merits, except where required for operational purposes in accordance with applicable regulatory frameworks, and are subject to statutory protections.

5.3 UpFinance exercises reasonable care and skill in coordinating custodial arrangements but disclaims liability for any acts, omissions, insolvency, or delays of custodians, sub-custodians, banks, or other financial institutions once funds have been credited to such accounts, except in cases of UpFinance's own gross negligence or willful misconduct as determined by a final, non-appealable judgment.

5.4 Legal title to digital or fiat assets held in the Custodian Account remains with the User unless otherwise specified in a separate written agreement governing specific use cases such as staking, lending, or collateral arrangements.

5.5 The User agrees to indemnify and hold harmless UpFinance and its affiliates against all claims, losses, costs, and liabilities arising from custodial loss, seizure, or delay, except where such losses result directly from the gross negligence or willful misconduct of UpFinance.

6.1 Custodian Accounts are not deposit accounts and do not accrue interest unless otherwise agreed in writing.

6.2 You acknowledge that UpFinance is not a licensed bank and that your Custodian Account is not protected by any deposit insurance scheme.

6.3 Digital assets may lose value and are subject to technical, legal, and regulatory risks. You accept these risks fully and unconditionally.

6.4 We may suspend access to specific assets, networks, or services without prior notice if required for risk control, maintenance, or compliance.

7.1 Upon termination of your Account or closure of the Custodian Account, we will:

• Verify your identity and ensure compliance clearance;
• Facilitate the transfer of eligible balances to a verified destination provided by you;
• Apply any applicable fees and deduct outstanding obligations.

7.2 We may retain records of your Custodian Account for legal and audit purposes, even after termination.

1.1 This Part B governs the terms and conditions under which UpFinance offers its Users access to one or more physical or virtual payment cards (the "UpFinance Card"), issued in cooperation with one or more licensed BIN sponsors or electronic money institutions (the "Card Issuer").

1.2 By applying for or using an UpFinance Card, you agree to be bound by this Part B in addition to the General Terms and any issuer-specific cardholder agreements, where applicable.

2.1 Subject to successful completion of all KYC, AML, and due diligence requirements, and any applicable issuer policies, UpFinance may issue to you:

• A physical card with EMV chip, PIN, and magnetic stripe;
• A virtual card for online use and contactless payments;
• Optional co-branded cards in partnership with merchants or business entities.

2.2 Cards are issued and activated only upon approval by the designated Card Issuer. Activation procedures will be communicated to the User and may include biometric verification or other secure processes.

2.3 The Card remains the property of the Card Issuer at all times and must be returned or destroyed upon request.

3.1 The UpFinance Card may be used for:

• Point-of-sale (POS) transactions with merchants;
• Online payments;
• ATM cash withdrawals (where permitted);
• In-app transactions and subscriptions.

3.2 The Card may be linked to balances in your Custodian Account and is subject to automatic liquidation of assets to settle fiat transactions in accordance with Part A and internal FX policies.

3.3 You are responsible for maintaining sufficient balance to authorize transactions. If insufficient funds are available, the transaction may be declined.

3.4 Card use is subject to geographic, merchant category, and daily/monthly limits imposed by UpFinance and/or the Card Issuer.

4.1 You must:

• Protect the card number, CVV, PIN, and any other authentication credentials;
• Not share card credentials with any unauthorized third party;
• Promptly report any loss, theft, or suspected unauthorized access.

4.2 You shall be liable for any transactions initiated with your credentials unless:

• You have notified UpFinance of loss/theft;
• The Card has been blocked or suspended;
• The transaction occurred due to gross negligence or willful misconduct by UpFinance or the Card Issuer.

4.3 UpFinance reserves the right to suspend or block the Card at any time:

• Upon suspected fraud or compromise;
• At the instruction of regulatory authorities;
• Upon violation of these Terms.

5.1 All applicable fees, including but not limited to:

• Card issuance fee;
• Monthly or annual maintenance fee;
• FX spread or conversion margin;
• ATM withdrawal fees;
• Reissuance or replacement fees;

are disclosed in the applicable Fee Schedule.

5.2 All foreign currency transactions will be converted using UpFinance's prevailing rates, which include a spread above the mid-market rate or interbank rate.

5.3 Fees may be charged in crypto or fiat and may be auto-deducted from your Custodian Account or invoiced in arrears.

6.1 You may not use the UpFinance Card for:

• Prohibited transactions under applicable law (e.g., gambling, sanctioned entities);
• Fraudulent or deceptive activities;
• Transactions inconsistent with AML/CTF obligations.

6.2 We reserve the right to cancel, suspend, or restrict the Card with or without notice to comply with our legal obligations or risk policies.

7.1 Your Card will be valid until its stated expiration date unless earlier terminated. We may issue a replacement card prior to expiration at our discretion.

7.2 Upon closure of your Account, expiration of the Card, or termination for breach, you must:

• Cease use of the Card immediately;
• Destroy the physical card (if applicable);
• Ensure outstanding transactions and fees are settled.

7.3 Remaining funds (if any) will be returned in accordance with the Custodian Account terms and subject to audit and regulatory clearance.

1.1 This Part C sets forth the terms and conditions governing the use of UpFinance's swap services, which enable Users to convert one supported digital asset or fiat currency into another ("Swap Transactions").

1.2 Swap Transactions may be facilitated by UpFinance directly or through third-party liquidity providers ("Liquidity Providers") and may be executed via centralized or decentralized exchange protocols.

2.1 You must:

• Hold an active Custodian Account with sufficient eligible balance;
• Have completed all required identity and compliance verification steps;
• Accept the Swap Transaction terms and any associated pricing, slippage, or fees at the time of execution.

2.2 UpFinance may limit the types of assets available for swap, minimum or maximum swap thresholds, and eligible counterparties.

2.3 Swap functionality may be suspended at any time without prior notice for reasons including market volatility, risk controls, or service maintenance.

3.1 When initiating a Swap Transaction, you will be shown an indicative quote reflecting:

• The input and output asset type and amount;
• The applicable exchange rate or conversion formula;
• Estimated network and service fees;
• Any slippage tolerance limits.

3.2 You acknowledge that:

• Swap rates may change between quote and execution due to market movement;
• Network delays may result in execution outside your desired parameters;
• Transactions may be irreversible once executed.

3.3 You are solely responsible for verifying all swap parameters before confirmation. You waive any claim arising from adverse price movements occurring prior to execution.

4.1 Upon execution, the corresponding balances in your Custodian Account will be debited and credited accordingly.

4.2 A transaction record will be generated and made available through your Account interface. This shall serve as conclusive evidence of execution, unless manifest error is proven.

4.3 Swap Transactions may take time to settle depending on the blockchain or external service provider involved. UpFinance is not liable for settlement delays beyond its control.

5.1 All Swap Transactions are subject to:

• A platform fee as disclosed in the Fee Schedule;
• A spread applied to the prevailing market rate;
• Any third-party gas or transaction fees, as applicable.

5.2 Fees are deducted at the time of execution and are non-refundable once the transaction has been confirmed on-chain or by our systems.

6.1 You acknowledge and accept the following risks:

• Price slippage or unfavorable execution during volatile markets;
• Impermanent loss or depegging of stablecoins;
• Protocol errors or smart contract vulnerabilities (if using DEX routes);
• Liquidity shortfalls preventing transaction completion.

6.2 You bear full responsibility for the outcome of each Swap Transaction, including tax consequences or unrealized gains/losses.

7.1 UpFinance reserves the right to:

• Cancel or reverse any Swap Transaction in the event of technical malfunction, pricing error, or regulatory instruction;
• Limit swap frequency, volume, or access based on compliance or risk triggers;
• Delay settlement pending manual review where suspicious activity is detected.

7.2 In the event of suspected abuse or policy violation, your Account may be suspended and all pending transactions frozen without notice.

1.1 This Part D governs the use of wallet services and digital asset vaults made available through UpFinance, including:

• Non-custodial wallets generated or connected by the User;
• Smart contract-based vaults offered or operated by UpFinance;
• Hybrid storage systems integrating custodial and self-custodial features.

1.2 Wallet and Vault Services are subject to applicable compliance, technical, and security protocols, and may be disabled, suspended, or modified at any time without prior notice.

2.1 UpFinance may support the following wallet types:

• External Wallets: Non-custodial wallets connected by the User (e.g., MetaMask, WalletConnect);
• Smart Vaults: On-chain programmable vaults with predefined rules for storage, access, or delegation;
• Recovery Wallets: Multisig or social recovery-enabled wallets managed through UpFinance interfaces.

2.2 Vaults may include advanced features such as:

• Time-locked asset release;
• Delegation or inheritance rules;
• Automated task execution;
• Multi-party approvals.

2.3 The functionality, visibility, and accessibility of each wallet or vault may depend on blockchain network conditions, third-party integrations, or gas availability.

3.1 For all non-custodial or smart contract wallets:

• You retain sole control over the private keys, seed phrases, or recovery credentials;
• UpFinance does not store, manage, or retrieve any User keys or access codes;
• Loss or compromise of your keys may result in irreversible loss of assets.

3.2 You are solely responsible for the use of dApps, signing of transactions, and exposure to smart contract risks when interacting with Vault Services.

3.3 By using Wallet or Vault Services, you acknowledge that:

• Smart contracts may contain errors or bugs;
• You have conducted your own due diligence;
• You assume all risk related to such technologies.

4.1 You may transfer assets between your Custodian Account and Vaults or Wallets at any time, subject to applicable fees, gas costs, and platform policies.

4.2 Vaults may be subject to lock-up periods, cooldown timers, or programmable access conditions which may delay or restrict withdrawals.

4.3 Interoperability with external custody solutions (e.g., Ledger, MPC providers) is not guaranteed and may be limited by third-party software or hardware constraints.

5.1 Usage of Wallet or Vault Services may incur:

• Blockchain gas fees;
• Smart contract interaction charges;
• Vault creation or maintenance fees (where applicable).

5.2 UpFinance reserves the right to implement usage-based pricing, transaction throttling, or minimum/maximum transfer amounts.

6.1 Upon termination of your Account:

• Vaults may be deactivated, and any automated processes halted;
• You will retain access to your external wallets, but Vault interfaces may be disabled.

6.2 UpFinance shall not be responsible for preserving metadata, transaction history, or user-configured vault logic after Account termination.

6.3 You are advised to export or back up any relevant information before initiating Account closure.

1.1 This Part E sets forth the terms and conditions applicable to the provision and use of virtual account services offered through UpFinance ("Virtual Accounts").

1.2 Virtual Accounts refer to unique identifiers and associated payment rails (e.g., dedicated IBANs, SWIFT codes, FPS identifiers, or proxy-linked accounts) that enable Users to receive or send fiat currency deposits and withdrawals through partnered banking and payment institutions.

2.1 Virtual Accounts are provided through licensed financial partners and are subject to their onboarding and compliance requirements. UpFinance does not independently issue or manage Virtual Accounts.

2.2 You must:

• Maintain an active Custodian Account with UpFinance;
• Successfully complete all required KYC/AML procedures;
• Acknowledge and agree to any additional partner-specific terms and disclosures.

2.3 UpFinance reserves the right to reject, suspend, or revoke access to Virtual Accounts at any time for risk, compliance, or technical reasons.

3.1 Fiat deposits may be made to your Virtual Account via bank transfer or other supported payment methods.

3.2 Funds received into your Virtual Account will be credited to your Custodian Account once cleared by the underlying financial institution. Delays may occur due to:

• Bank processing times;
• Incorrect reference details;
• Network or correspondent banking issues.

3.3 You are responsible for ensuring accurate transfer details. Misrouted or improperly referenced transfers may be delayed or forfeited.

4.1 You may initiate outbound payments from your Custodian Account to external bank accounts via the Virtual Account system, subject to applicable fees, cut-off times, and anti-fraud checks.

4.2 Transfers may be rejected or delayed due to:

• Compliance flags;
• Sanction screening;
• Insufficient documentation or transaction justification.

4.3 All outbound instructions are deemed final once submitted. You acknowledge that fiat payment networks are not reversible and UpFinance cannot guarantee recovery of misdirected funds.

5.1 Virtual Account usage may be subject to:

• Deposit and withdrawal fees;
• FX conversion margins (if applicable);
• Third-party banking and processing charges.

5.2 Fees are disclosed in the current Fee Schedule and may be amended from time to time. You agree to pay all applicable fees in full and authorize UpFinance to deduct such fees from your Custodian Account.

6.1 Virtual Accounts are provided on a best-effort basis. Service may be disrupted due to partner outages, regulatory directives, or banking policy changes.

6.2 We reserve the right to:

• Impose transaction limits or velocity controls;
• Require justification for high-value or unusual transactions;
• Freeze or reverse specific entries pending review.

6.3 You agree to provide full cooperation in any inquiry or investigation related to Virtual Account activity.

7.1 Your access to a Virtual Account may be terminated:

• Upon closure of your Custodian Account;
• If you fail to comply with onboarding or ongoing verification;
• At the instruction of the issuing financial institution.

7.2 Upon termination, any residual balances will be reconciled and returned in accordance with our standard offboarding and compliance protocols.

1.1 This Part F governs your access to and use of any third-party services, platforms, applications, or tools ("Third-Party Services") that are made available through or integrated with the UpFinance ecosystem.

1.2 By interacting with any Third-Party Services through UpFinance, you acknowledge that:

• Such services are operated by independent third-party providers;
• UpFinance does not control, endorse, or assume liability for these services;
• You are solely responsible for reviewing and agreeing to the third party's terms and policies.

2.1 Third-Party Services may be accessed via APIs, embedded interfaces, deep links, wallet connectors, or data-sharing protocols provided through UpFinance's platform.

2.2 These may include, without limitation:

• Trading platforms or DEX aggregators;
• Lending or staking applications;
• Decentralized identity or KYC providers;
• Tax reporting or accounting software;
• Payment processors or fiat gateways.

2.3 UpFinance reserves the right to enable, restrict, or discontinue any Third-Party Service integration at its sole discretion.

3.1 You acknowledge that Third-Party Services may:

• Be subject to different laws, regulations, or compliance standards;
• Present operational, financial, technological, or reputational risks;
• Interact with your wallet or Custodian Account with elevated permissions.

3.2 You agree to perform your own due diligence before using any Third-Party Service and to assume full responsibility for any resulting loss or liability.

3.3 UpFinance makes no warranties or guarantees regarding:

• The performance, reliability, or accuracy of third-party tools;
• The safety or legality of smart contracts operated by third parties;
• The data handling practices of such providers.

4.1 You authorize UpFinance to share certain personal, transactional, or compliance data with third-party providers as required to enable or support the requested service.

4.2 Such data sharing will be governed by:

• The specific consent you provide at the time of activation;
• Our Privacy Policy;
• Applicable data protection regulations.

4.3 You may revoke access or unlink a Third-Party Service at any time via the settings or integrations dashboard.

5.1 Use of Third-Party Services may incur additional fees, including but not limited to:

• API access or usage fees;
• Platform commissions or referral markups;
• Subscription or service charges by the provider.

5.2 Where applicable, UpFinance may earn referral income or share in fees collected by third parties, as disclosed from time to time.

5.3 You acknowledge that fee structures and billing mechanisms are governed by the third-party provider and are beyond UpFinance's control.

6.1 UpFinance shall not be liable for:

• Any direct or indirect loss arising from your use of Third-Party Services;
• Contractual breaches, fraud, or misconduct by the third-party provider;
• Unauthorized access, data breaches, or downtime associated with the service.

6.2 All Third-Party Services are provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, express or implied.

7.1 We may suspend or terminate access to a Third-Party Service if:

• Required by law or regulatory directive;
• The provider ceases operations or fails to meet our technical/integrity standards;
• You violate any term of this Part F.

7.2 Upon disconnection or termination:

• All access rights to the affected Third-Party Service shall immediately cease;
• You remain liable for any pending transactions, fees, or obligations.