Platform Agreement

Defined terms used in this Agreement are set out in Section 17 (Defined Terms). Capitalised terms used in a Schedule that are not separately defined in Section 17 have the meanings given to them in that Schedule.

2.1 Stanza is a GSSL product

Stanza is a product of and wholly owned by Global Stack Services LLC (GSSL). Local Currency Funding and Local Currency Payout services are facilitated by Global Stack and its affiliates, operating through applicable regulatory licences and arrangements in their respective jurisdictions.

2.2 Stanza is not a financial institution

Stanza is a technology platform and programme manager. It is not a bank, licensed payment institution, card issuer, e-money institution, or money transmission business. Stanza does not hold or transmit Business Customer funds as principal. All regulated financial activities are performed by licensed third-party and affiliate entities as described in the Infrastructure Disclosure Schedule.

2.3 Infrastructure summary

The following regulated activities are performed by licensed entities in connection with the Services:

2.4 No deposit insurance

The Business Wallet is not a bank deposit and is not insured by any deposit protection scheme including the FDIC (US) or NDIC (Nigeria).

2.5 USDC may be used as a backend transit asset within the Payment Infrastructure Provider's infrastructure for routing purposes only. All customer-facing balances and transactions are denominated in USD or the applicable local currency. Business Customers and Cardholders have no direct exposure to USDC.

2.6 Infrastructure Disclosure Schedule

Stanza maintains the Infrastructure Disclosure Schedule identifying current licensed providers. It is available at [link] and may be updated from time to time. Continued use of the Services following an update constitutes acceptance of any change in infrastructure provider.

3.1 Eligibility

To open a Stanza Account the Business Customer must be:

• •a duly registered legal entity;
• •not engaged in any Prohibited Activity (Schedule C);
• •not subject to applicable sanctions; and
• •operating in a jurisdiction in which Stanza and its infrastructure providers are able to provide the Services.

3.2 Account Application and onboarding KYB

The Business Customer must complete the Account Application providing all information required for KYB purposes including:

• •company name, registered address, and jurisdiction of incorporation;
• •certificate of incorporation or equivalent;
• •details of all directors and Ultimate Beneficial Owners (UBOs) holding 25% or more;
• •personal identification for each UBO and director;
• •source of funds declaration;
• •nature of business; and anticipated transaction volumes; and
• •copies of all licences and regulatory approvals applicable to the Business Customer's business; and any other information Stanza reasonably requires.

By applying, the Business Customer consents to its information being shared with and independently verified by Stanza's infrastructure providers including the Payment Infrastructure Provider, Rain, and Global Stack.

3.3 Licensing and regulatory representations

The Business Customer represents and warrants at onboarding and on a continuing basis that:

• •it holds all licences, registrations, and regulatory approvals required to conduct its business in all jurisdictions in which it operates;
• •it will promptly notify Stanza in writing if any licence or regulatory approval is revoked, suspended, materially restricted, or not renewed;
• •it will provide evidence of any licence or regulatory approval within 5 business days of Stanza's request; and
• •it will not use the Services in any manner that would require Stanza, Global Stack, or any infrastructure provider to hold additional licences or regulatory approvals they do not currently hold.

For Business Customers in regulated industries (including money services businesses, remittance companies, crypto platforms, and charities), enhanced licensing documentation is required as a condition of Account activation and ongoing Account maintenance. Failure to provide or maintain required licensing documentation entitles Stanza to suspend or terminate the Account.

3.4 Periodic financial review and underwriting

Stanza or its infrastructure providers (or designated third-party service providers) may review the Business Customer's financial condition at any time during the term of this Agreement, including by requesting: bank statements; management accounts or audited financial statements; revenue and transaction volume data; source of funds documentation; and any other financial information Stanza reasonably requires for underwriting, risk management, or compliance purposes.

The Business Customer must provide all requested financial information within 10 business days of Stanza's request. Stanza may use financial information to set or adjust the Business Customer's wallet limits, card programme limits, payout limits, and daily spend limits. Stanza may share financial information with the Payment Infrastructure Provider, Rain, and GSSL affiliates for the purposes described above.

The Business Customer consents to Stanza sharing its financial information with these infrastructure providers for the purposes of: (a) maintaining programme eligibility with Rain; (b) satisfying the Payment Infrastructure Provider's sub-account programme requirements; and (c) Global Stack risk management.

3.5 Ongoing KYB obligations

The Business Customer must keep all Account information current and accurate at all times. It must promptly notify Stanza of any material change to its business, ownership structure, UBOs, source of funds, or intended use of the Services. Stanza may conduct periodic re-verification of KYB information and may request updated documentation at any time.

The Business Customer must notify Stanza in writing within 3 calendar days of: (a) becoming subject to an insolvency event; (b) any adverse change in its financial condition that would materially affect its ability to fund the Business Wallet; (c) any actual, planned, or anticipated change in the basic nature of its business; (d) any transfer or sale of 25% or more of its total assets or any change in its control or ownership; or (e) any judgment, writ, attachment, execution, lien, or levy against 25% or more of its assets.

3.6 Record retention

The Business Customer must retain all transaction records, cardholder records, expense records, and supporting documentation relating to its use of the Services for a minimum of 5 years from the date of each transaction, or such longer period as required by applicable law. Stanza may request access to any such records at any time and the Business Customer must provide access within 10 business days of request.

3.7 Right to decline or suspend

Stanza may decline any Account Application, suspend access to the Services, or terminate an Account where: (a) the Business Customer fails KYB or AML screening; (b) required information is incomplete, inaccurate, or not provided within required timeframes; (c) an infrastructure provider requires suspension or termination; or (d) Stanza determines continued provision creates a legal, regulatory, or reputational risk.

This Section sets out Stanza's rights to conduct due diligence, audit, and compliance review of the Business Customer's use of the Services. These rights exist independently of and in addition to any audit rights held by Stanza's infrastructure providers.

4.1 Right to audit use of Services

Stanza and its designated representatives may at any time review and audit the Business Customer's use of the Services, including: transaction records; card use records; payout records; expense categorisation; and any other records relating to the Business Customer's use of the Platform. The purpose of such audit is to verify compliance with this Agreement, the Acceptable Use Policy (Schedule C), and applicable law.

The Business Customer must cooperate fully with any such audit and must provide access to all relevant records, personnel, and systems within 10 business days of Stanza's request.

4.2 Right to request information

Stanza may at any time request from the Business Customer any information reasonably required for: (a) compliance with Stanza's obligations to its infrastructure providers; (b) AML/CFT monitoring and reporting; (c) sanctions screening and monitoring; (d) risk management and underwriting; or (e) responding to inquiries from regulatory authorities.

The Business Customer must provide all requested information within the timeframe specified by Stanza, which shall be no less than 5 business days except in circumstances where a shorter timeframe is required by a regulatory authority or infrastructure provider.

4.3 Infrastructure provider audit rights

The Business Customer acknowledges that Stanza's infrastructure providers (including the Payment Infrastructure Provider, Rain, Third National, and Global Stack) and their respective regulatory authorities may, through Stanza, require access to records relating to the Business Customer's transactions and use of the Services. By entering into this Agreement, the Business Customer:

• •Consents to Stanza sharing its transaction records, KYB information, and financial information with infrastructure providers for regulatory and compliance purposes;
• •Acknowledges that Rain and Third National have audit rights over Stanza's programme operations which may extend to records Stanza holds relating to the Business Customer;
• •Agrees to cooperate with any information request made by Stanza on behalf of its infrastructure providers or their regulatory authorities;
• •Acknowledges that records relating to its Account may be retained and accessed for up to 5 years post-termination for compliance and regulatory purposes.

4.4 Consequences of non-cooperation

If the Business Customer fails to cooperate with any audit or information request under this Section within the required timeframe, Stanza may: (a) immediately suspend the Business Customer's access to the Services; (b) restrict wallet funding, card spend limits, or payout capabilities; or (c) terminate the Account in accordance with Section 13. The Business Customer remains liable for all fees and charges incurred up to the date of suspension or termination.

4.5 No limitation on Stanza's rights

The exercise of audit and compliance rights under this Section does not limit Stanza's right to suspend or terminate the Account under Section 13 or to take any other action available to it under this Agreement.

The Business Wallet is governed in detail by Schedule D (Payment Infrastructure Terms). This Section 5 sets out the core commercial and legal terms governing the Business Wallet and Local Currency Funding. In the event of any conflict between this Section 5 and Schedule D, Schedule D prevails in respect of technical and operational matters.

5.1 Nature of the Business Wallet

The Business Wallet is a USD-denominated sub-account maintained on the Payment Infrastructure Provider's platform in the Business Customer's name. The Payment Infrastructure Provider is the account holder of record. The Business Wallet is not a bank account, not a deposit, and is not insured by any deposit protection scheme. Stanza operates the Business Wallet as a programme manager on the Payment Infrastructure Provider's infrastructure under the terms of the agreement between Stanza and the Payment Infrastructure Provider. Funds in the Business Wallet are held by the Payment Infrastructure Provider subject to its safeguarding obligations, not by Stanza.

5.2 Funding methods

The Business Customer may fund the Business Wallet by the following methods at launch:

• •Local Currency Funding: The Business Customer initiates a local currency bank transfer using the transfer details provided by Stanza on the Platform. Global Stack and its affiliates process the transfer and credit the equivalent USD amount to the Business Wallet. The FX rate and applicable fees are set out in the Fee Schedule.
• •USD wire transfer
• •USDC deposit and any other methods as updated and provided in the platform dashboard.

5.3 Local Currency Funding mechanics

For Local Currency Funding, the Platform will display the relevant transfer details (account number, sort code or equivalent, bank name, and mandatory payment reference). The Business Customer must use the exact transfer details and include the specified reference. Funds that arrive without the correct reference may be delayed or returned.

Before initiating a Local Currency Funding transfer, the Business Customer is shown a foreign exchange quote generated by Global Stack for the requested amount. This quote is time-boxed - it remains valid for a limited period displayed on the Platform, and the Business Customer must complete the local currency bank transfer within that window for the quoted rate to apply. The Platform will display the exact local currency amount and the corresponding USD amount to be credited, together with a mandatory payment reference unique to that funding instruction. If the transfer is received after the quote window has expired, Global Stack will generate a new quote based on the rate prevailing at the time of receipt, and the USD amount credited to the Business Wallet may differ from the amount originally quoted. Stanza does not set or guarantee exchange rates. The Business Customer accepts the rate applied by Global Stack in accordance with this Section 5.3.

5.4 Source of Local Currency Funding: first-party transfers only

The Business Customer may only fund the Business Wallet via Local Currency Funding from a bank account held in the Business Customer's own registered legal name being the same legal entity verified through the Business Customer's KYB onboarding. Transfers from any other account, including accounts held by directors, shareholders, affiliates, agents, customers, or any third party, are not permitted under this Section 5.4.

Where a transfer is received from an account that does not match the Business Customer's registered legal name:

• •the funds will not be credited to the Business Wallet;
• •Stanza and/or its Service Provider will take reasonable steps to return the funds to the originating account, less any fees charged by intermediary banks or infrastructure providers in processing the return;
• •the Business Customer's account may be flagged for review, and Stanza may require the Business Customer to complete additional verification before further Local Currency Funding transfers are accepted; and
• •Stanza shall not be liable for any delay, loss, or cost arising from the non-crediting or return of funds under this Section 5.4.

The Business Customer is responsible for ensuring that the bank account used for Local Currency Funding remains in its own registered legal name throughout the Term. The Business Customer must notify Stanza promptly of any change to its registered name, banking details, or corporate structure that may affect this Section 5.4.

5.5 Wallet limits

Stanza and its infrastructure providers apply limits to the Business Wallet, including minimum and maximum funding amounts per transaction, maximum wallet balance, and daily and monthly aggregate funding limits. Current limits applicable to the Business Customer's Account are displayed on the Platform and may vary by account tier, KYB profile, or corridor.

Stanza and its infrastructure providers may adjust any limit at any time based on the Business Customer's transaction history, risk profile, underwriting assessment, or changes to the limits imposed by the Payment Infrastructure Provider or Global Stack. Where a limit is reduced materially and in a manner that is not required urgently by an infrastructure provider or by law, Stanza will use reasonable endeavours to provide advance notice through the Platform or by email.

The Business Customer is responsible for ensuring that funding instructions and payout requests are within applicable limits before initiating them. Stanza is not liable for any loss arising from a transaction being declined, delayed, or returned as a result of a limit being reached or adjusted.

5.6 Settlement timeline

Settlement timelines for Local Currency Funding are indicative and depend on factors outside Stanza's control, including the Business Customer's bank processing times, relevant corridor clearing cycles, Global Stack's infrastructure, and the time-boxed FX quote window described in Section 5.3.

Current indicative timelines are displayed on the Platform and may vary by corridor, funding method, and the time at which the transfer is received. Stanza is not responsible for any delay in crediting the Business Wallet where the delay arises from the Business Customer's bank, Global Stack, the Payment Infrastructure Provider, the Visa network, or any other third party. Where a Local Currency Funding transfer is received after the applicable FX quote window has expired, the settlement timeline restarts from the point at which a new quote is generated and accepted.

5.7 No interest

No interest is paid on Business Wallet balances.

5.8 Safeguarding

Funds in the Business Wallet are held by the Payment Infrastructure Provider subject to its safeguarding arrangements. Stanza does not hold, commingle, or have beneficial ownership of Business Customer funds. In the event of Stanza's insolvency, Business Customer funds held by the Payment Infrastructure Provider are not assets of Stanza.

The card programme is governed by this Section 6 and Schedule A (Card Programme Terms). In the event of any conflict between this Section and Schedule A, Schedule A prevails in respect of card-related matters.

6.1 Card issuance structure

Stanza Cards are issued by Third National (Nimbus LLC d/b/a Third National, licensed under Puerto Rico law) under the Rain card programme. Rain (Signify Holdings, Inc.) is the programme manager and a Visa programme partner. Stanza is Rain's distribution partner.

• •Third National is the licensed card-issuing entity. The Stanza Card is issued by Third National, not by Stanza.
• •Rain has sole authority to approve or decline card requests, set programme-level spend limits, approve card designs and materials, and approve any fees Stanza charges to Business Customers in connection with the card programme.
• •Third National has sole and exclusive authority over cardholder underwriting and Payment Card Account management. Third National's decisions on underwriting, credit decisioning, and account management are final and not subject to Stanza's review or appeal.
• •Stanza Cards may be issued as virtual cards, physical cards, or both, depending on the card formats made available by Rain and Third National from time to time.

6.2 Pre-funding obligation

Stanza is required to maintain the Settlement Account pre-funded at all times in an amount not less than the total available credit limit across all active Stanza Cards. This obligation flows to the Business Customer as follows: the Business Customer must maintain sufficient Business Wallet balance to cover all active card spend limits at all times. Where the balance is insufficient, Rain or Third National may decline card transactions, reduce limits, or suspend the card programme.

6.3 Cardholder onboarding

Before issuing a Stanza Card to any Cardholder, the Admin must: add the Cardholder to the Account through the Platform; provide all required Cardholder information (including full legal name, date of birth, and other required PII per Rain/Third National requirements); ensure the Cardholder has acknowledged the Cardholder Agreement (Schedule B); and confirm the Cardholder passes sanctions screening. The Business Customer warrants that all Cardholder information submitted is true, accurate, and complete, and that it has obtained the Cardholder's consent to data sharing with Rain, Third National, and infrastructure providers before submission.

6.4 Spend controls

The Admin may set Cardholder spend limits, merchant category restrictions, and one-time vs recurring budget mechanics through the Platform. Admin-set controls are subject to Rain's programme-level daily spend limit. Where controls conflict, Rain's limits take precedence.

6.5 Business Customer liability

The Business Customer is the primary liable party for all Stanza Card spend, including spend by all Cardholders on all cards issued under the Account. Consumer protection laws do not apply to Stanza Card use.

6.6 Card offboarding

When a Cardholder leaves the Business Customer's employment or is no longer authorised, the Admin must immediately deactivate the card through the Platform. The Business Customer remains liable for all charges until deactivation.

7.1 Payout types

Stanza offers two categories of payout from the Business Wallet:

• •Standard Payout: payouts in USD, GBP, EUR, or USDC to non-local-currency destinations, processed through the Payment Infrastructure Provider. Governed by Schedule D.
• •Local Currency Payout: payouts in supported local currencies to beneficiaries in supported corridors, facilitated by Global Stack. Supported corridors are listed in the Infrastructure Disclosure Schedule.

7.2 Payout initiation

To initiate a payout the Admin must provide: beneficiary full legal name; beneficiary bank account details; payout amount and currency; purpose of payment if required for FX compliance; and any other information required.

7.3 Payout limits

Stanza and its infrastructure providers apply limits to payouts from the Business Wallet, including minimum and maximum amounts per transaction and daily and monthly aggregate payout limits. These limits may vary by payout type, corridor, currency, and the Business Customer's KYB profile and transaction history. Current limits applicable to the Business Customer's Account are displayed on the Platform. Stanza and its infrastructure providers may adjust payout limits at any time based on the Business Customer's transaction history, risk profile, underwriting assessment, or changes to limits imposed by the Payment Infrastructure Provider or Global Stack. Stanza is not liable for any loss arising from a payout being declined, delayed, or returned as a result of a limit being reached or adjusted.

7.4 Settlement timelines

Settlement timelines for payouts are indicative and depend on factors outside Stanza's control, including correspondent bank processing times, currency cut-off times, regulatory processing requirements, and the processing schedules of the Payment Infrastructure Provider and Global Stack. Current indicative timelines by payout type and corridor are displayed on the Platform and may vary.

Stanza is not responsible for any delay in settlement where the delay arises from the Payment Infrastructure Provider, Global Stack, correspondent banks, the Visa network, or any other third party.

7.5 Failed payouts

If a payout fails, Stanza will notify the Admin through the Platform as soon as reasonably practicable. Where funds are recoverable, Stanza will use reasonable endeavours to return them to the Business Wallet, subject to the processing timelines of the Payment Infrastructure Provider, Global Stack, and any correspondent banks involved in the payout. Return timelines are indicative and outside Stanza's control. The Business Customer is responsible for providing accurate and complete beneficiary details before initiating any payout. Stanza is not liable for any loss, delay, or cost arising from a payout failure caused by inaccurate or incomplete beneficiary information provided by the Business Customer or any Admin and is not obliged to refund any fees charged in connection with a failed payout on that basis.

7.6 Payout fees

Fees applicable to each payout type and corridor are set out in the Fee Schedule displayed on the Platform. Fees may vary by payout type, destination currency, and corridor. The applicable fee will be displayed to the Admin before a payout is confirmed, and the Business Customer's acceptance of the displayed fee constitutes agreement to that charge for that transaction.

8.1 Fee schedule

Stanza's current fees, including platform fees, card-related fees, Local Currency Funding fees and FX spreads, Standard Payout fees, and Local Currency Payout fees by corridor, are set out in the Fee Schedule displayed on the Platform and communicated to the Business Customer at the time of Account opening. The Fee Schedule forms part of this Agreement and is incorporated by reference. Fees may vary by account tier, product feature, corridor, and currency. Where a fee involves a foreign exchange component, the applicable rate or spread will be disclosed to the Business Customer on the Platform before the relevant transaction is confirmed. Stanza is not responsible for any additional fees charged by the Business Customer's bank, or correspondent banks in connection with the processing of a transaction.

8.2 Fee changes

Stanza may update its fee schedule on by at least 5 days written notice. Where a fee change is required by Rain, Third National, or an infrastructure provider on an urgent basis, Stanza may implement with less notice or with immediate effect and will notify Business Customers as soon as reasonably practicable. Continued use of the Services after the effective date constitutes acceptance.

8.3 Card-related fees

Certain fees applicable to Stanza Cards are set by Rain and Third National under the card programme terms and are outside Stanza's control, including fees relating to foreign transactions, cross-border processing, late payments, and returned payments. These fees are disclosed in the Fee Schedule on the Platform and will be shown to the Admin before any transaction where they apply. Stanza will pass through any changes to these fees notified by Rain or Third National and will update the Fee Schedule accordingly, with notice to the Business Customer where reasonably practicable.

9.1 Data collected

Stanza collects and processes personal data relating to the Business Customer's directors, UBOs, and Cardholders for KYB verification, card issuance, transaction processing, sanctions screening, financial underwriting, audit, and legal compliance. Data categories include: full legal name; date of birth; residential address; national identification details; email address; phone number; financial information; and transaction data.

9.2 Data sharing with infrastructure providers

By entering into this Agreement and by onboarding Cardholders, the Business Customer consents to Stanza sharing personal data and financial information with:

• •The Payment Infrastructure Provider: for Business Wallet management, transaction processing, Standard Payout processing, and AML compliance.
• •Rain and Third National: for card issuance, Cardholder account management, programme compliance, and Card Network compliance. Third National establishes a Payment Card Account for each Cardholder and requires Cardholder PII to do so.
• •Global Stack: for Local Currency Funding, Local Currency Payout, AML compliance, and financial underwriting.
• •Any third-party KYB/AML screening provider.

9.3 Data Protection compliance

Stanza processes personal data of Business Customers, Admins, Cardholders, and other individuals in connection with the Services in accordance with applicable data protection law. This includes the Nigeria Data Protection Act 2023 and Nigeria Data Protection Regulation 2019 (NDPR) in respect of personal data relating to Nigerian individuals, and such other applicable data protection laws as apply to Stanza's processing activities. Stanza's Privacy Policy at [link] sets out how personal data is collected, used, stored, shared, and retained in connection with the Services. By entering into this Agreement, the Business Customer acknowledges that it has read and understood the Privacy Policy.

The Business Customer is responsible for: (a) ensuring it has a valid legal basis under applicable data protection law for sharing personal data of Admins, Cardholders, directors, and UBOs with Stanza; (b) providing data subjects with any notices required by applicable law before their personal data is shared with Stanza; and (c) ensuring that Cardholders have acknowledged the Cardholder Agreement (Schedule B) before a card is issued to them.

Where Stanza processes personal data on behalf of the Business Customer as a data processor, the terms of Stanza's Data Processing Addendum (available at [link]) apply and are incorporated into this Agreement by reference.

9.4 Electronic communications consent

By entering into this Agreement, the Business Customer consents to receiving all notices, statements, and communications from Stanza electronically, by email or through the Platform.

The Business Customer and all Admins and Cardholders must comply with Schedule C (Acceptable Use Policy) at all times. The Business Customer is responsible for ensuring that all Admins and Cardholders are aware of and comply with the Acceptable Use Policy.

10.1 Key restrictions

The Services may not be used for: any personal use; any unlawful purpose; circumventing applicable exchange control, tax, or regulatory requirements; processing transactions on behalf of third parties not affiliated with the Business Customer; or any Prohibited Activity in Schedule C.

10.2 Consequences of breach

Breach of the Acceptable Use Policy entitles Stanza to immediately suspend or terminate the Account without prior notice. The Business Customer remains liable for all charges incurred up to the date of suspension or termination. Stanza may update the Acceptable Use Policy from time to time to reflect changes in applicable law, regulatory requirements, Payment Network rules, or requirements imposed by Stanza's infrastructure providers. Where an update is required urgently by an infrastructure provider or by law, it may take effect immediately or with reduced notice. In all other cases, Stanza will provide reasonable advance notice of material updates through the Platform or by email. Continued use of the Platform or any Service following any update to the Acceptable Use Policy constitutes the Business Customer's acceptance of the updated terms.

The Business Customer must promptly notify Stanza if it becomes aware of any breach or suspected breach of the Acceptable Use Policy by any Admin or Cardholder.

11.1 Disclaimer of warranties

THE PLATFORM AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. STANZA DOES NOT WARRANT THAT THE PLATFORM OR ANY SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECT WILL BE CORRECTED.

STANZA DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR THE ACTS, OMISSIONS, AVAILABILITY, OR PERFORMANCE OF THE PAYMENT INFRASTRUCTURE PROVIDER, RAIN, THIRD NATIONAL, GLOBAL STACK AND ITS AFFILIATES, THE VISA NETWORK, OR ANY OTHER THIRD-PARTY INFRASTRUCTURE PROVIDER, AND DISCLAIMS ALL LIABILITY ARISING FROM ANY FAILURE, ERROR, DELAY, OR LOSS CAUSED BY SUCH PARTIES.

IF THE BUSINESS CUSTOMER IS LOCATED IN A JURISDICTION THAT DOES NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THE FOREGOING DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED UNDER THE LAWS OF THAT JURISDICTION, AND ANY PROVISION HELD INVALID WILL NOT AFFECT THE VALIDITY OF THE REMAINDER OF THIS SECTION 11.

11.2 Stanza's liability cap

To the maximum extent permitted by applicable law, Stanza's total aggregate liability shall not exceed the greater of: (a) total fees paid by the Business Customer in the 6 months preceding the event; or (b) 300,000 USD.

11.3 Excluded losses

Stanza is not liable for: (a) loss of profit, revenue, or goodwill; (b) indirect, special, incidental, or consequential loss; (c) losses from acts or omissions of Rain, Third National, the Payment Infrastructure Provider, Global Stack, or the Visa network; (d) service outages or settlement delays caused by third parties; (e) losses from the Business Customer's failure to maintain adequate Business Wallet balance; (f) losses from Cardholder unauthorised or fraudulent card use; (g) losses arising from Stanza's exercise of its audit, compliance, or underwriting rights under Section 4.

11.4 Business Customer indemnity

The Business Customer indemnifies and holds harmless Stanza, Global Stack, and their respective infrastructure providers (including the Payment Infrastructure Provider, Rain, and Third National) from and against any claims, losses, damages, fines, or costs arising from: (a) breach of this Agreement by the Business Customer or any Cardholder; (b) inaccuracy in information provided by the Business Customer; (c) failure to comply with applicable law or licensing requirements; (d) misuse of the Services; (e) any card-related fees charged by the Business Customer to Cardholders that have not been approved by Third National.

11.5 Stanza's limited indemnity

Stanza will indemnify and hold harmless the Business Customer from and against direct losses arising from Stanza's gross negligence, wilful misconduct, or fraud in the performance of its obligations under this Agreement. Stanza's indemnity under this Section 11.5 is subject to the liability cap in Section 11.2 and the exclusions in Section 11.3, and does not extend to any act, omission, error, or failure of the Payment Infrastructure Provider, Rain, Third National, Global Stack or its affiliates, the Visa network, or any other infrastructure provider.

11.6 Force majeure

Neither party is liable for failure or delay caused by circumstances beyond its reasonable control, including Acts of God, government action, regulatory change, sanctions, network failures, or third-party provider failures.

12.1 Card transaction disputes

Disputed card transactions should first be raised with the merchant directly. If unresolved, the Business Customer may initiate a chargeback through the Platform within 60 days of the transaction posting. Chargebacks are processed by Third National through the Visa network. Stanza facilitates the process but Third National has final authority over chargeback outcomes.

12.2 Payout disputes

Payout disputes must be notified through the Platform within [X] days. Stanza will raise the dispute with the relevant infrastructure provider and communicate the outcome. Stanza cannot guarantee recovery of funds already delivered to a beneficiary.

12.3 Dispute resolution between parties

Disputes between Stanza and the Business Customer shall first be subject to good-faith negotiation. If not resolved within 30 days, the dispute shall be referred to arbitration.

13.1 Suspension

Stanza may immediately suspend access (without prior notice) where:

• •the Business Customer or Cardholder breaches this Agreement or the Acceptable Use Policy;
• •an infrastructure provider requires suspension for regulatory, compliance, fraud, or network reasons;
• •Business Wallet balance is insufficient to support the card programme;
• •KYB, sanctions, or financial review flags a concern;
• •the Business Customer fails to cooperate with an audit or information request under Section 4; or
• •fraud or misuse is suspected.

13.2 Termination by Stanza

Stanza may terminate this Agreement on 15 days written notice for convenience, or immediately in the circumstances in clause 13.1 or where required by an infrastructure provider or regulator.

13.3 Termination by Business Customer

The Business Customer may close its Account at any time by notifying Stanza in writing through the Platform. Account closure takes effect once: all outstanding card transactions have settled; all pending payouts have completed or been returned; all outstanding fees have been paid; and any required wind-down steps have been completed.

13.4 Programme wind-down

Where Stanza terminates the card programme (whether at its own initiative or as required by Rain or Third National), the following wind-down mechanics apply: Stanza-initiated termination of the card programme requires 90 days written notice to the Business Customer where commercially feasible; Rain or Third National-initiated programme termination may require a compressed wind-down timeline of as few as 30 days at Rain's or Third National's sole discretion; during the wind-down period, Stanza will use commercially reasonable efforts to ensure continuity of card services to the extent permitted by Rain and Third National. Where programme termination is required by Rain, Third National, or Visa on an urgent basis (including for regulatory, compliance, fraud, or network rule reasons), Stanza may implement such termination with less than the above notice periods or with immediate effect. Stanza will notify the Business Customer as soon as reasonably practicable in such circumstances.

13.5 Return of funds on termination

Following Account closure, Stanza will arrange for any remaining Business Wallet balance to be returned to the Business Customer's nominated bank account within [X] business days, subject to deduction of outstanding fees and compliance with applicable law. Where funds cannot be returned due to sanctions, legal hold, or regulatory requirement, Stanza will notify the Business Customer.

13.6 Effect of termination

On termination, all Stanza Cards are immediately cancelled, all pending authorisations declined, and Platform access removed. The Business Customer remains liable for all charges incurred before termination. Records relating to the Business Customer's Account will be retained for 5 years post-termination. Sections 2, 4, 9, 11, 13.5, 14, and 15 survive termination.

Stanza may amend this Agreement or any Schedule on 5 days written notice. Amendments required by law, regulatory requirement, or infrastructure provider terms (including Rain, Third National, or the Payment Infrastructure Provider) may take effect immediately or with reduced notice. Where a programme modification is required by Rain or Third National on an urgent basis (including within 24 hours as permitted under the Rain Platform Terms), Stanza may implement such modification with reduced or no advance notice and will notify Business Customers as soon as reasonably practicable. Continued use of Services after an amendment's effective date constitutes acceptance.

15.1 Governing law

This Agreement, and any dispute or claim arising out of or relating to it (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of State of Delaware, without regard to its conflicts of laws principles, except to the extent that U.S. federal law, including the Federal Arbitration Act, applies to Section 15.3 (Binding Arbitration) below.

15.2 Informal resolution

Before commencing any arbitration or court proceeding, the party asserting a Dispute (the "Notifying Party") must first provide the other party (the "Notified Party") with a written Notice of Dispute. The Notice of Dispute must include the name of the Business Customer, the Notifying Party's contact information, and sufficient detail to enable the Notified Party to understand and evaluate the basis of the Dispute. If the Notified Party responds within ten (10) Business Days indicating it is willing to engage in good faith discussions, both parties will promptly participate in such discussions for a period of at least thirty (30) days following the Notice of Dispute (the "Informal Resolution Period") before either party may commence arbitration or, where permitted, court proceedings. If a party initiates arbitration or court proceedings without first complying with this Section 15.2, the arbitrator or court will dismiss the claim and may award the other party its reasonable costs and expenses (including attorneys' fees) incurred as a result.

15.3 Binding arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS THE BUSINESS CUSTOMER'S LEGAL RIGHTS, INCLUDING THE RIGHT TO BRING A CLAIM IN COURT.

Subject to Section 15.2 (Informal Resolution) and the small claims carve-out in Section 15.3(d) below, any Dispute that is not resolved during the Informal Resolution Period shall be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (the "Rules"), as modified by this Section 15.3. The Rules are available at www.adr.org. This agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., notwithstanding the governing law provision in Section 15.1.

"Dispute" means any past, present, or future claim, dispute, or controversy between the Business Customer (including any Admin, Cardholder, or other person claiming through or connected with the Business Customer) and Stanza arising out of or relating to: (a) this Agreement, any Schedule, or any terms incorporated by reference; (b) the Account Application, onboarding, or use of the Platform or any Service; (c) the breach, termination, enforcement, interpretation, or validity of this Agreement, including the scope or applicability of this agreement to arbitrate; or (d) any advertising or marketing communications relating to the foregoing.

(a) Arbitrator and procedure. The arbitration will be conducted by a single arbitrator, who will be a retired judge or an attorney licensed to practise law, selected from the AAA's roster in accordance with the Rules. The arbitrator may award any relief that would be available to the parties in an individual lawsuit, including injunctive relief, but subject to the limitations of liability and exclusions set out in Section 11. Where the relief sought is $50,000 or less, either party may elect to have the arbitration conducted by telephone or based solely on written submissions, subject to the arbitrator's discretion to require an in-person hearing where warranted.

(b) Seat and language. The arbitration will be seated in Wilmington, State of Delaware, conducted in the English language, or, if either party elects, by videoconference, telephone, or other remote means. Each party will bear its own attorneys' fees and costs, except that the arbitrator may apportion administrative and arbitrator fees as provided in the award, and the prevailing party may be entitled to recover its reasonable attorneys' fees, expert witness fees, and out-of-pocket costs in accordance with the Rules.

(c) Confidentiality of arbitration. The arbitration proceeding, the existence and content of any Dispute, and any award shall be kept confidential by the parties and the arbitrator, except as reasonably necessary to enforce or challenge the award, to comply with applicable law, or as otherwise required in connection with a regulatory inquiry or proceeding involving Stanza's infrastructure providers.

(d) Small claims and injunctive relief carve-out. Either party may bring an individual action in small claims court for Disputes within that court's jurisdiction, in lieu of arbitration. Either party may also seek temporary, preliminary, or permanent injunctive relief from a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights or Confidential Information, pending resolution of the underlying Dispute through arbitration.

15.4 Class action and jury trial waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE BUSINESS CUSTOMER AND STANZA EACH AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, REPRESENTATIVE, OR COLLECTIVE ACTION. NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND UNENFORCEABLE, THEN THE ENTIRETY OF THIS SECTION 15.3 (BINDING ARBITRATION) SHALL BE NULL AND VOID, BUT THE REMAINDER OF THIS SECTION 15 SHALL CONTINUE TO APPLY. TO THE EXTENT ANY DISPUTE IS NOT SUBJECT TO ARBITRATION OR PROCEEDS IN COURT FOR ANY REASON, THE BUSINESS CUSTOMER AND STANZA EACH IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

15.5 Venue for non-arbitrable Disputes

If a Dispute is found not to be subject to arbitration under Section 15.3, or proceeds under the small claims carve-out in Section 15.3(d), the Business Customer and Stanza irrevocably consent to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, or if jurisdiction does not lie there, the federal or state courts sitting in Wilmington, Delaware, except that either party may bring an action to confirm, recognise, or enforce an arbitration award in any court having jurisdiction to do so.

15.6 Survival and severability

This Section 15 survives termination of this Agreement. If any portion of this Section 15 is found to be invalid or unenforceable, that portion shall be severed and the remainder of this Section 15 shall remain in full force and effect, except that if the prohibition on class, representative, or collective proceedings in Section 15.4 is found unenforceable as applied to a particular Dispute, that Dispute (and only that Dispute) shall be resolved in court rather than arbitration, in accordance with Section 15.5.

16.1 Entire agreement

This Agreement (including all Schedules and incorporated terms) constitutes the entire agreement between the parties and supersedes all prior representations and understandings.

16.2 Severability

If any provision is held invalid or unenforceable, the remaining provisions continue in full force.

16.3 No waiver

Failure to enforce any provision does not constitute a waiver of the right to enforce it subsequently.

16.4 Assignment

The Business Customer may not assign its rights under this Agreement without Stanza's written consent. Stanza may assign to a GSSL affiliate or successor entity without consent.

16.5 Third-party beneficiaries

Rain, Third National, the Payment Infrastructure Provider, and Global Stack are third-party beneficiaries of the provisions expressed to benefit them, including the Acceptable Use Policy and indemnity provisions.

16.6 Compliance with legal process

Stanza may take any action it considers necessary to comply with applicable law, regulation, or a court order, subpoena, warrant, garnishment, levy, or other legal or regulatory process or request (including from a Payment Infrastructure Provider, Rain, Third National, Global Stack, or any governmental authority), including providing information in Stanza's possession, holding or restricting funds in the Business Wallet, or suspending, limiting, or closing the Account. Stanza is not liable to the Business Customer for any loss arising from such action and has no obligation to contest or appeal any such order or process.

16.7 Headings and interpretation

Headings are for reference only and do not affect interpretation. Unless the context requires otherwise: words importing the singular include the plural and vice versa; "including", "for example", and "such as" are illustrative and do not limit the generality of the words preceding them; "or" means "and/or"; and references to a Section, Schedule, or clause are to a section, schedule, or clause of this Agreement unless stated otherwise.

16.8 Beta Services

Stanza may from time to time make available features, products, or services that are designated as beta, early access, pilot, or similar ("Beta Services"). Beta Services are provided on an "as is" and "as available" basis without warranty of any kind, may be modified or discontinued at any time without notice, and may not function as intended. The Business Customer agrees not to rely on Beta Services for any critical business function. Stanza's liability in connection with Beta Services is subject to Section 11, and in any event shall not exceed $1,000 or fees paid for the Beta Service, whichever is greater.

16.9 Changes to this Agreement

Stanza may amend this Agreement and any Schedule from time to time in accordance with Section 14 (Amendments). Where an amendment materially reduces the Business Customer's rights or materially increases its obligations, Stanza will provide at least 30 days' advance notice before the amendment takes effect, except where a shorter period or immediate effect is required by law, by a regulatory authority, or by the terms of Rain, Third National, the Payment Infrastructure Provider, or any Global Stack (in which case Stanza will provide notice as soon as reasonably practicable). Continued use of the Platform or any Service after an amendment becomes effective constitutes the Business Customer's acceptance of the amended terms. If the Business Customer does not agree to an amendment, its sole remedy is to stop using the affected Service and, where applicable, close the Account in accordance with Section 13.3.

16.10 Notices

Notices may be given electronically through the Platform or by email. Stanza's address for legal notices: [Stanza legal address].

Capitalised terms used in this Agreement have the meanings set out below. Terms defined in a Schedule also apply to that Schedule and, where consistent, to this Agreement.

Account means the business account opened by the Business Customer on the Platform, through which all Services are accessed, as described in Section 3.

Account Application means the online application submitted by the Business Customer to open an Account, including all KYB information, Company Data, Personal Data, and representations made at onboarding.

Admin means an individual designated by the Business Customer with authority to manage the Account, including adding or removing Cardholders, setting spend controls, initiating payouts, and accepting amendments to this Agreement on the Business Customer's behalf. References to "Company Administrator" have the same meaning.

Authorised User has the same meaning as Cardholder.

Beneficial Owner means any individual who, directly or indirectly, owns 25% or more of the equity interests of the Business Customer, as identified during KYB onboarding.

Business Customer means the legal entity that has submitted an Account Application, been approved for an Account, and entered into this Agreement with Stanza. References to "Company" have the same meaning.

Business Day means a day (other than a Saturday, Sunday, or public holiday) on which banks are generally open for business in the United States.

Business Wallet means the USD-denominated sub-account maintained on the Payment Infrastructure Provider's platform in the Business Customer's name, from which all card spend, card pre-funding, and payouts originate, as governed in detail by Schedule D (Payment Infrastructure Terms).

Card Network means Visa International Service Association, the payment card network through which Stanza Cards are processed.

Cardholder means an individual employee, contractor, or authorised representative of the Business Customer to whom a Stanza Card has been issued in accordance with Section 6 and Schedule B.

Confidential Information means any non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that would reasonably be understood to be confidential, including Company Data, Personal Data, pricing, and the terms of this Agreement, but excluding information that: (a) is or becomes publicly available other than through breach of this Agreement; (b) was already known to the receiving party without restriction; (c) is independently developed without reference to the disclosing party's information; or (d) is rightfully received from a third party without confidentiality restrictions.

Dispute has the meaning given in Section 15.3.

Fees means all charges payable by the Business Customer to Stanza for the Services, as set out in Section 8 and the Fee Schedule displayed on the Platform.

Fines means all fines, penalties, or charges imposed on Stanza by the Payment Infrastructure Provider, Rain, Third National, a Global Stack affiliate, the Visa network, or any regulator or governmental authority, arising from the Business Customer's or a Cardholder's acts, omissions, or breach of this Agreement.

Global Stack means a product of GSSL that facilitates Local Currency Funding and Local Currency Payout services to beneficiaries in supported corridors. References to "Global Stack affiliates" means GSSL and its subsidiaries and affiliates that provide Local Currency Funding, Local Currency Payout, or related services under this Agreement.

GSSL means Global Stack Services LLC, incorporated in the United States, the parent company of which Stanza is a product.

Infrastructure Disclosure Schedule means the schedule maintained by Stanza identifying the current licensed infrastructure providers performing regulated activities in connection with the Services. Available on the Platform and updated from time to time without requiring amendment of this Agreement.

Issuer has the same meaning as Third National.

KYB means know-your-business - the identity verification, beneficial ownership, and AML/CFT screening process applied to Business Customers at onboarding and on an ongoing basis, as described in Section 3.

Local Currency Funding means the service by which Business Customers fund their Business Wallet using a local currency bank transfer facilitated by Global Stack, as described in Section 5.

Local Currency Payout means the service by which Business Customers initiate payouts to beneficiaries in supported local currencies facilitated by Global Stack, as described in Section 7. Supported corridors are listed in the Infrastructure Disclosure Schedule.

Notice means any communication provided under this Agreement, which may be given electronically through the Platform, by email, or by such other means as set out in Section 16.10.

Payment Infrastructure Provider means the regulated entity that currently provides the USD sub-wallet infrastructure and Standard Payout rails for the Platform. The current Payment Infrastructure Provider is Bridge Financial Technologies, Inc. (a Stripe company), a US-registered Money Services Business, as identified in the Infrastructure Disclosure Schedule. The Payment Infrastructure Provider may be updated from time to time as reflected in the Infrastructure Disclosure Schedule.

Platform means Stanza's web and mobile application and related technology through which Business Customers and Cardholders access the Services.

Prohibited Activities means the business types and activities identified as prohibited in Schedule C (Acceptable Use Policy), as updated from time to time.

Restricted Activities means the business types and activities identified as restricted in Schedule C (Acceptable Use Policy), as updated from time to time.

Schedule means any schedule attached to or incorporated by reference into this Agreement, including Schedules A (Card Programme Terms), B (Cardholder Agreement), C (Acceptable Use Policy), and D (Payment Infrastructure Terms).

Services means all services provided by Stanza under this Agreement, including the Business Wallet, Local Currency Funding, card programme, spend controls, budget management, Standard Payouts, Local Currency Payouts, and reporting and expense management tools, as further described on the Platform.

Settlement Account means the pre-funded account maintained with Rain from which Cardholder spend on Stanza Cards is settled, as described in Section 6.2.

Standard Payout means a payout from the Business Wallet to a beneficiary in USD, GBP, EUR, or USDC, processed through the Payment Infrastructure Provider's rails, as described in Section 7.

Stanza means [PLACEHOLDER: Stanza legal entity name and jurisdiction of incorporation], a product of and wholly owned by GSSL. References to "we", "us", and "our" refer to Stanza.

Stanza Card means a Visa-branded USD-denominated corporate card (virtual or physical) issued by Third National under the Rain programme and distributed by Stanza to the Business Customer's Cardholders, as described in Section 6 and Schedule A.

Third National means Nimbus LLC d/b/a Third National, a limited liability company duly organised under the laws of the Commonwealth of Puerto Rico and a licensed lender in good standing. Third National is the licensed card-issuing financial institution and BIN holder that issues Stanza Cards under the Rain programme. Third National's name is displayed on each Stanza Card. References to "Issuer" have the same meaning.

UBO means an Ultimate Beneficial Owner, having the same meaning as Beneficial Owner.

USBC means USD Coin, a US dollar-denominated stablecoin used solely as a backend transit asset within Global Stack's and the Payment Infrastructure Provider's infrastructure. Business Customers and Cardholders have no direct exposure to USBC. All customer-facing balances are denominated in USD or the applicable local currency.

Visa means Visa International Service Association, the payment card network through which Stanza Cards are issued and processed.

By completing the Account Application and accessing the Platform, the Business Customer agrees to be bound by this Agreement, all Schedules, and all terms incorporated by reference.

Signed for and on behalf of

[PLACEHOLDER: Stanza Legal Entity Name]

Name: ___________________________

Title: ___________________________

Date: ___________________________

Signed for and on behalf of

[Business Customer Legal Entity Name]

Name: ___________________________

Title: ___________________________

Date: ___________________________