Third Party Terms

Cadana Platform Terms of Service

These Terms and Conditions (“Terms” or “Terms of Service”) govern your use of the website www.cadanapay.com (the “Platform,” “Cadana Platform”) operated by Cadana Inc. (“Cadana,” “us,” “we,” or “our”). “You” and “your” means you as a User of the services (“Services”) we make available on the Platform. Please read these Terms carefully.

These Terms form the basis of our contractual relationship with you. If any part of these Terms is unclear, email legal@cadanapay.com — we welcome feedback on how to make these Terms clearer.

If you use our Wallet Services, the Cadana Wallet Terms also apply to you and, for matters specific to the Wallet Services, control over these Terms. See Section 3 for how these documents fit together.

Part I — Terms Applicable to All Users

1. Overview

Cadana empowers businesses to manage their local and international independent contractors seamlessly. Our Platform helps businesses (“Clients”) contract, onboard, offboard, pay, and/or manage their relationships with their Workers (“Contractor Services”).

Cadana may also provide specialized consultancy services to Clients for human resources and other related services (“Cadana Services”) under a separate Cadana Services Agreement, which prevails over these Terms in the event of a conflict.

Depending on the type of account you choose, you may sign up as a Client, Contractor, or Full-Time Employee (see definitions below). Different Cadana Services may be available to each account type.

2. Definitions

“Cadana Account” or “Account” is the account a Client, Contractor, or Full-Time Employee creates to access the Platform and/or Cadana Services.

“Cadana Services” are payroll management and/or other human-resources-related services available to Clients under a Cadana Services Agreement.

“Cadana Services Agreement” is a statement of work between Cadana and a Client outlining the services Cadana will provide and the associated fees.

“Cadana Platform” or “Platform” is the proprietary software platform available via the Cadana Website, mobile apps, or authorized API endpoints.

“Cadana Website” or “Website” is www.cadanapay.com.

“Client” is any individual or legal entity that engages Cadana to contract, onboard, make payments to, and/or manage its relationship with Workers.

“Contractor” is an individual or legal entity that performs services for a Client.

“Contractor Services” are the Contractor-management services Cadana provides on the Platform to Clients.

“Full-Time Employee” or “FTE” is an individual hired by Cadana or one of its partners, in accordance with local labor law, to provide services to a Client.

“Services” are all Contractor and Cadana Services, including contracting, onboarding, payments, and relationship management on the Platform.

“User” is any person authorized to access a Cadana Account — including Clients, Contractors, FTEs, and Wallet Users.

“Wallet User” has the meaning given in the Cadana Wallet Terms, and refers to an individual who opens or uses a Wallet Account, including a Wallet User who is not otherwise a Worker (for example, a recipient of a user-to-user transfer, where available). A Wallet User separately accepts the Wallet Terms; use of the Wallet Services does not change a Worker's status under these Terms.

“Worker” is an individual or legal entity that provides services to a Client. We use “Worker” as the general term and specify “Contractor” or “FTE” where a distinction matters.

3. Related Agreements and Precedence

These Terms apply to all Users. If you use the Wallet Services, the Wallet Terms also apply and, for matters specific to the Wallet Services, control over these Terms. For enterprise Clients, the applicable Service Order, Cadana Services Agreement, or Master Service Agreement controls over both the Wallet Terms and these Terms, to the extent of any conflict between them. Cadana uses “Client,” “Worker” (encompassing Contractor and FTE), and “Wallet User” consistently across these Terms, the Wallet Terms, and related documents.

4. Your Cadana Account

4.1 Creating an Account. To access the Services, you must create a Cadana Account and provide certain personal information. Cadana and/or its regulated financial partners conduct identity verification, sanctions screening, and fraud checks as required under the laws and regulatory obligations applicable to their respective roles, including requirements that apply to the regulated financial institutions Cadana partners with to help detect money laundering and the financing of terrorism. In opening an Account, you represent and warrant that:

You will share truthful and accurate information needed to create your Account.

You will maintain the accuracy of that information throughout your use of the Account.

You will inform us of any material changes to your tax residence, status, or overall tax situation.

You will not submit any third party's personal information without that party's prior consent.

You have read and agree to our Privacy Policy.

In addition: you may delete your Account at any time, for any reason, following the steps available on the Platform. We may suspend or terminate your Account in accordance with these Terms. Cadana and its financial partners may use your account-creation information, and information from third-party background-check providers, to perform due diligence before creating your Account, and we screen against U.S. export-control and sanctions lists, including the OFAC sanctions list, among others.

For each account type, we perform Customer Due Diligence (“CDD”) and may request additional information. Requesting information does not make Cadana, its affiliates, or any third party liable for any misclassification before government authorities. Once CDD is completed and successful, the corresponding Account will be created.

4.2 Client Onboarding. If the Client is a legal entity, we conduct Know Your Business (“KYB”) and may request the Client's legal name, DBA name, business type, tax ID, key stakeholders, and beneficial-owner information, among others; the individual creating the account will also complete identity verification. If the Client is an individual, we collect name, country of residence, nationality, document type, residence document number, tax ID, and tax-residence information, among others.

4.3 Contractor Onboarding. A Contractor may sign up directly or via an invitation email, and may be required to review and sign a contract on the Platform. As an individual Contractor, you provide name, country of residence, nationality, document type, residence document number, tax ID, and tax information, among others. As a company or its representative, you provide corporate information, beneficial owners, directors, and controlling-party information, and we conduct KYC on the company and relevant individuals.

4.4 FTE Onboarding. As an FTE, you receive an email to sign up and complete KYC, providing name, country of residence, document type, residence document number, tax ID, and tax information, among others, subject to any additional requirements of local law. After KYC and final approval, you continue onboarding on the Platform.

4.5 Responsibilities. You are responsible for the confidentiality of your login and Account information and for all activity on your Account. Notify us immediately of any suspected unauthorized use or breach. We are not liable for damages or losses arising from your failure to comply with this Section.

4.6 Changes to Registration Information. We may change the information required to create or maintain an Account, consistent with changes to our KYB or KYC processes, at our discretion.

5. Use of Our Services; Service Changes

You may use Cadana on a non-exclusive, non-transferable, revocable, limited-license basis solely to engage our Services. Cadana may modify the Services at any time. Where practicable, Cadana will give reasonable advance notice of material adverse changes to the Services; Cadana may make immediate changes where required for legal, security, fraud-prevention, or regulated-partner reasons. No change under this Section will impair pending payouts or withdrawal rights that accrued before the change. You are subject to our Privacy Policy when you access the Website, Platform, or Services.

6. Content

“User Content” is any information or content you provide us, including documents, images, photos, videos, data, audio, or text, and any modifications or derivatives of the foregoing. You assume all risk associated with your User Content and represent and warrant that:

Your User Content does not violate our Privacy Policy or Acceptable Use Policy.

You will not imply that your User Content is endorsed or sponsored by Cadana.

We perform routine daily backups that may include User Content, but you should maintain your own backup copies.

You assign us the right, title, and interest in any feedback, suggestions, or recommendations you share, and agree we may use and exploit that feedback for any purpose without compensation to you.

We treat feedback as non-confidential, so you should not send us information you consider confidential or proprietary.

7. Not a Bank; Regulated Partners

Cadana is a technology platform and is not a bank. Certain payment and financial services described in these Terms and the Wallet Terms are provided by regulated third-party financial institutions and are subject to availability, eligibility requirements, and additional terms. Any deposit insurance or other protection applies only where Cadana expressly discloses it, and is subject to the applicable conditions of that program and the relevant partner's disclosures.

8. Data, Confidentiality, and Security

8.1 Ownership. As between the parties, Client retains ownership of Client Data — information a Client or its Workers submit through the Services — excluding Cadana's own systems, know-how, and aggregated or de-identified data.

8.2 License. Client grants Cadana a limited license to use, process, and store Client Data solely to provide the Services, comply with applicable law, and improve the Services in de-identified or aggregated form.

8.3 Confidentiality. Each party will protect the other's confidential information with at least reasonable care and will not disclose it except to personnel, subprocessors, or Regulated Institutions who need it to perform the Services, or as required by law.

8.4 Security. Cadana maintains administrative, technical, and physical safeguards designed to protect Client Data and personal information consistent with industry standards.

8.5 Subprocessors. Cadana may engage subprocessors, including Payment Service Providers and Regulated Institutions, to perform the Services, and remains responsible for their compliance with this Section.

8.6 Retention and Deletion. Cadana retains Client Data and personal information as needed to provide the Services and comply with law, and deletes or anonymizes it thereafter, subject to the data-export window in Section 13.

8.7 Privacy Policy and DPA. This Section is supplemented by our Privacy Policy and, where applicable, a Data Processing Addendum, both incorporated by reference; those documents control on the data-protection matters they specifically address.

9. Contracts

We provide a contract-generation tool for Clients to set contract terms for Workers who do not have their own templates. The tool lets Clients select templates and complete parameterized values (Client and Worker names and addresses, contract type, payment type, payment cycle, special clauses, jurisdiction, among others). Clients can also upload, edit, store, and manage agreements created outside the Platform, limit access to specific persons or groups, and track a contract's lifecycle.

It is the Client's responsibility to consult an attorney on any contract template or document created on, or uploaded to, the Platform. Cadana bears no responsibility or liability for the content, validity, or enforceability of documents created or executed by Clients and Workers on the Platform.

All contracts are subject to these Terms and our Acceptable Use Policy. We may remove a contract from a Client's account without prior notice, and may suspend or close a Client's Account depending on the severity of a policy violation.

10. Indemnification (Intellectual Property and Legal Compliance)

You will defend, indemnify, and hold harmless Cadana, its officers, directors, employees, and consultants against any claim alleging that Client or Contractor Data you provided, or your use of the Services in breach of these Terms, infringes or misappropriates a third party's intellectual property or privacy rights, or violates applicable law. You agree not to settle any such matter without our prior written consent. We will use reasonable efforts to notify you of claims we become aware of.

11. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND ANY PROMISES IN THESE TERMS ARE IN LIEU OF ALL OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. CADANA DOES NOT REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR MEET USERS' REQUIREMENTS. AS A SAAS-BASED SERVICE, THE FUNCTIONALITY AND INTERFACES OF THE SERVICES MAY CHANGE OVER TIME, CONSISTENT WITH SECTION 5.

12. Limitation of Liability

12.1 Exclusion of Indirect Damages. To the maximum extent permitted by law, neither Cadana nor its directors, employees, partners, agents, suppliers, or affiliates will be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, goodwill, or other intangible losses, arising out of or in connection with these Terms or the Services, under any theory of liability.

12.2 Cap on Direct Damages. Subject to Section 12.1, Cadana's total aggregate liability to you for all claims arising out of or relating to these Terms or the Services will not exceed the greater of (i) the total fees you paid to Cadana in the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) US$1,000.

12.3 Exceptions. Nothing in this Section limits liability that cannot be limited under applicable law, including for gross negligence, willful misconduct, or fraud.

13. Term and Termination; Access to Funds

These Terms commence when you accept them and remain in effect while you use the Website or Platform, including while you have active contracts or pending balance receivables. We may suspend or terminate your rights to use the Website or Platform for a violation of these Terms, at our discretion. Suspension or termination will preserve, rather than extinguish, a Worker's right to withdraw funds already credited to them, except where a legal, compliance, fraud, or security hold applies. Before deleting a terminated User's User Content, we will provide a reasonable window during which the User may export their data, except where legal or security requirements require earlier deletion.

14. Intellectual Property

Cadana and its licensors exclusively own the Platform, Services, and Content on the Platform — excluding User Content — and all APIs, interfaces, and other features. We ask that Users respect our intellectual property as we respect theirs. “Intellectual Property” means intellectual property or similar proprietary rights in any jurisdiction, including trademarks, copyrights, logos, domain names, patents (issued or pending), and trade secrets, among others. You must not hide, alter, or delete any proprietary-rights notice on the Platform or in the Services, and may not modify, copy, download, reproduce, republish, post, broadcast, transmit, or otherwise use Platform or Service Content for any purpose without Cadana's express written permission.

15. Amendments

Cadana may amend these Terms. For material changes, we will provide notice by email or in-product notice describing the change and its effective date, and the change will apply prospectively from that date. We may make immediate changes where required for legal, security, fraud-prevention, or regulated-partner compliance reasons. Because these Terms bind individual Users directly, this notice standard applies to the entire document.

Part II — Terms Applicable to Clients

16. Client Payment Responsibilities

It is critical that Clients provide us with accurate payment information about the Worker. If a payment to a Worker is made incorrectly because of inaccurate or incomplete information a Client provided, the Client will indemnify and hold Cadana, its affiliates, and their respective shareholders, members, managers, directors, officers, employees, contractors, agents, and representatives harmless from third-party losses, claims, damages, or expenses that Cadana incurs as a result — provided Cadana has no liability for such payments where the Client fails to notify Cadana within a reasonable time after becoming aware of the issue, and in any case within sixty (60) days of the date the transaction first appears in the account history, except to the extent a longer period is required by applicable law (including Regulation E, where applicable).

17. Worker Classification; Client Indemnity

Client will indemnify, defend, and hold harmless Cadana and its affiliates from and against claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from worker classification, wage-and-hour, benefits, tax-withholding, supervision, or other employment-related claims arising out of Client's decisions or the underlying relationship between Client and its Workers — except to the extent such claims arise from Cadana's breach of these Terms, Cadana's negligence or willful misconduct, or services Cadana specifically undertakes to provide, including obligations under a separate EOR/FTE agreement.

18. Authority and Account Administration

The individual accepting these Terms on a Client's behalf represents that they have authority to bind the Client. The Client is responsible for designating and managing its authorized administrators and users, for their compliance with these Terms, and for maintaining the security of the Client's account credentials and all activity under its Account.

Part III — Terms Applicable to Workers (Contractors and FTEs)

Clients engage Workers to provide services to those Clients. Cadana provides the Platform and acts as payment agent in connection with payments to Workers. Except where a separate Employer-of-Record or FTE agreement expressly provides otherwise, Cadana does not engage, direct, or control any Worker and is not the Worker's employer.

19. Payments

19.1 Payment Methods. Contractors have access to information on their amounts receivable under their contracts and may request that receivables be transferred to their personal accounts via available payment methods.

19.2 Payment Transactions. Contractors can view transaction details via pop-up or downloadable summary (PDF), including payment method, estimated transfer time, applicable fees, and FX rates, among other details; estimates are subject to change up to the transaction's conclusion. The transaction summary does not constitute a tax invoice and should not be relied on as one.

19.3 Regulated Institutions. Cadana partners with a network of licensed and registered money service businesses, banks, and other regulated financial institutions (“Regulated Institutions”) to facilitate Worker payments. Regulated Institutions are subject to periodic transaction reporting to competent financial authorities in your jurisdiction (e.g., central banks), and your transactions may be subject to related reporting obligations.

19.4 Individual Balances. The Contractor acknowledges, understands, and authorizes that the Contractor's amounts receivable shown on the Platform, and funds Cadana receives from Clients as payments to Contractors, may be held in a bank account maintained by Cadana with its bank partner. Cadana uses ledger technology to accurately account for the amount attributed to each Contractor, and maintains Contractors' amounts received from Clients separate and distinct from other funds Cadana deposits for its own corporate purposes.

19.5 Payment Agent Relationship with Contractors. Cadana acts as a payment agent for Contractors: it receives from Clients all payments due to the Contractor, and, upon receiving transfer instructions through the Platform, instructs a Regulated Institution to transfer funds to the Contractor's designated payment method. By accepting these Terms, Contractors expressly consent to Cadana receiving payments from Clients on their behalf.

20. Currency, Exchange Rates, and Fees

20.1 Currency. Unless otherwise stated in a Cadana Services Agreement, balances, statements, and financial information available to Contractors on the Platform are shown in United States Dollars.

20.2 Exchange Rates from Non-USD Contracts. If a Contractor's compensation is set in a currency other than USD under their independent contractor agreement, the Client and/or Contractor acknowledge that using the Platform may create differences between (i) the USD equivalent the Client pays after invoicing and (ii) the amount the Contractor ultimately receives in local currency after providing payment instructions. Cadana will disclose, at or before the time an exchange rate is presented, whether the rate is indicative or binding and when it becomes binding, whether Cadana or a partner applies a spread, and any third-party fees that may apply. Cadana is not responsible for exchange-rate fluctuations outside its control on contracts denominated in a currency other than USD.

20.3 Fees. Cadana partners with Regulated Institutions for payment transactions. Cadana is not responsible for, and Contractors agree not to hold Cadana liable for, transaction or foreign-exchange fees imposed separately by a Regulated Institution or a Contractor's own financial institution.

20.4 Compliance Responsibility for Payment Agent Relationship. We may collect and share Client, Contractor, and FTE payment information with Regulated Institutions solely to protect against unauthorized transactions, fraud, money laundering, and terrorist financing, among other risks. By providing payment method information and using our payment methods, you confirm you are the authorized owner or representative of that payment method and are legally authorized to send or receive funds through it.

21. Transaction Errors and Reversals

An “unauthorized transaction” is a transfer initiated without the Worker's authorization; a “duplicate transaction” is the same instruction executed more than once; a “rejected transaction” is an instruction a Regulated Institution declines to execute; a “misdirected transaction” is funds sent to an unintended recipient due to erroneous instructions; and an “incorrectly executed transaction” is one executed other than as instructed. Cadana, directly or through the relevant Regulated Institution, will investigate reported errors of these types. A suspected error must be reported within sixty (60) days of the date the transaction first appears in the account history, except to the extent a longer or more protective period is required by applicable law (including Regulation E, where applicable) or by the terms of the relevant Regulated Institution, in which case that period controls. Cadana is not responsible for errors caused by inaccurate information or instructions supplied by the Client or Worker, but where an error is attributable to Cadana, Cadana will take steps to correct it or reimburse resulting losses within a reasonable time.

22. Taxes and Tax Forms

We use the data you share to generate required tax documentation for some Users, including U.S.-specific forms such as W-9, W-8BEN, W-8BEN-E, and 1099. We do not guarantee the accuracy of information on any generated form; it is your sole responsibility to verify accuracy before submitting a form to the relevant tax authority. Signing a tax form on the Platform is your representation and warranty that the information provided is accurate and complete.

22.1 Indemnity. We may request that a Contractor provide proof of compliance with local income-tax requirements. The Contractor agrees to indemnify and hold Cadana harmless from claims a tax authority asserts against us because we did not withhold sums from a Contractor's compensation.

22.2 Tax Rate. We are not liable to any Client, Contractor, or third party for losses or penalties from a User entering inaccurate or false information, whether or not purposeful. Users are directly responsible for any obligation to deduct or withhold taxes (including VAT or GST) and should consult their own tax advisors. Fees a Client owes for the Services are net of direct or indirect taxes or other deductions.

Part IV — Dispute Resolution

23. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not govern these Terms.

24. Dispute Resolution — Clients

The parties will first attempt in good faith to resolve any dispute informally. Failing that, a Claim between Cadana and a Client will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, before a single arbitrator, seated as specified in the applicable Service Order (or, absent that, in Wilmington, Delaware), conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek interim or injunctive relief in court to protect its intellectual property or confidential information pending the arbitrator's appointment.

25. Dispute Resolution — Workers and Individual Users

The parties will first attempt in good faith to resolve any dispute informally. Failing that, a Claim between Cadana and a Worker or other individual User, acting in a consumer or independent-contractor capacity, will be resolved by binding arbitration administered by AAA under its Consumer Arbitration Rules or, as applicable, its rules for independent-contractor disputes, before a single arbitrator, conducted in English. Any in-person hearing will take place in the individual's county of residence or by videoconference, as provided under the applicable AAA rules. Claims will proceed on an individual basis only: class, collective, and representative actions are waived to the fullest extent permitted by law, and the arbitrator may not consolidate the claims of more than one individual. Either party may instead bring an individual claim in small-claims court where eligible. A Worker or individual User may opt out of this Section by written notice to legal@cadanapay.com within thirty (30) days of first accepting these Terms; opting out does not affect any other provision of these Terms. Nothing in these Terms deprives you of protections that mandatorily apply under the laws of your country of residence.

Part V — General Provisions

26. Notices

Notices to Cadana must be sent to legal@cadanapay.com. Notices to you will be sent to the email address or in-product notification associated with your Account, and are deemed received twenty-four (24) hours after sending unless the sender knows, or reasonably should know, that delivery failed.

27. Assignment

You may not assign these Terms without Cadana's prior written consent. Cadana may assign these Terms without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all its assets.

28. Waiver

No failure or delay by either party in exercising any right under these Terms operates as a waiver of that right.

29. Severability

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be replaced with an enforceable provision that most closely reflects the parties' original intent.

30. Entire Agreement

These Terms, together with the Wallet Terms, Privacy Policy, Acceptable Use Policy, Data Processing Addendum, and any Master Service Agreement, Service Order, or Cadana Services Agreement, constitute the entire agreement between you and Cadana regarding the Services, and supersede all prior agreements on the same subject matter.

31. Force Majeure

Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, labor disputes, internet or utility failures, or actions of governmental authorities or Regulated Institutions.

32. Survival

Provisions that by their nature should survive termination — including those addressing Intellectual Property, Indemnification, Disclaimer, Limitation of Liability, Dispute Resolution, and this Part V — survive termination of these Terms.

33. Electronic Communications

You consent to receive communications from Cadana electronically and agree that electronic communications satisfy any legal requirement that such communications be in writing.

34. Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between Cadana and you. As between Cadana and a Client, and except where a separate EOR/FTE agreement expressly provides otherwise, Cadana does not direct or control any Worker engaged by the Client and is not the Worker's employer.

Cadana Wallet Terms

These Cadana Wallet Terms (“Wallet Terms”) govern the wallet-related services described in this document (the “Wallet Services”). These Wallet Terms bind two distinct sets of parties, whose respective obligations are set out separately below.

Part A applies to each business or organization that has entered into a Master Service Agreement with Cadana Inc. (“Cadana,” “Provider,” “we,” “us,” or “our”) and elects to make Wallet Services available to its Workers (each, a “Client”). For a Client, these Wallet Terms are annexed to, and form part of, the Master Service Agreement (the “Agreement”) as a Wallet Services Schedule.

Part B applies to each individual who is invited to open, or who opens or uses, a wallet account (each, a “Wallet User” and together, “Wallet Users”). A Wallet User is not a party to the Agreement between Cadana and Client. Before a Wallet User can access a Wallet Account, the Wallet User must separately and affirmatively accept these Wallet Terms — for example, by clicking “I Agree” or a comparable acceptance step during wallet onboarding, or by e-signature where applicable. That acceptance creates a direct, binding contract between Cadana and the Wallet User under Part B, independent of the Agreement between Cadana and Client. A Wallet User who does not accept these Wallet Terms will not be able to open or use a Wallet Account.

Part C applies to both Clients and Wallet Users.

These Wallet Terms supplement, and do not replace, the Cadana Platform Terms of Service (the “Platform ToS”), which every Client and Wallet User must also accept. Capitalized terms not defined here have the meaning given in the Platform ToS.

Precedence. For matters specific to the Wallet Services: (i) as between Cadana and a Client, the applicable Service Order or the Agreement governs over these Wallet Terms, which govern over the Platform ToS; and (ii) as between Cadana and a Wallet User, these Wallet Terms govern over the Platform ToS. In each case, the more specific provision controls only to the extent of a direct conflict with the more general one.

Part A — Terms Applicable to Clients

A.1 Provision of Wallet Services

Subject to this Schedule and the applicable Service Order, Cadana will make the Wallet Services available for Client to offer to its Wallet Users. Wallet Users will be able to hold and manage balances in one or more supported currencies (which may include USD, EUR, and GBP, among others actually supported) and use them for financial workflows such as currency conversion, payouts to external bank accounts, and transfers to external digital wallets. Depending on jurisdiction, eligibility, and partner availability, Wallet Services may also include card services, digital-asset-related transfers, or investment-related features such as U.S. stock purchases. Cadana offers these additional features only where actually available, and may require acceptance of additional product-specific or regulated-provider terms before a Wallet User uses them; features described in these Wallet Terms that are not presently live are not offered until activated.

A.2 Additional Functionalities

Cadana may, from time to time and in its discretion, introduce new features to the Wallet Services. Cadana will use reasonable efforts to notify Client of material modifications to functionality with reasonable advance notice, for informational purposes; such notice does not itself create a binding obligation on Cadana.

A.3 Customer Support

Client will have access to Cadana's customer support, including priority support for critical incidents such as system outages, during Cadana's regular business hours, via the support contact designated in the Service Order.

A.4 Billing

Client will be billed only for “Active Wallet Accounts” — Wallet Accounts that received a deposit within the month to which the invoice applies. Rates, discounts, and payment terms are set out in the Service Order, which governs over this Schedule with respect to fees.

A.5 Client Restrictions

Client will use the Wallet Services only for its own internal business purposes or, where expressly authorized in writing by Cadana, as part of a white-label solution that complies with applicable law. Client will not transfer, sublicense, or otherwise make the Wallet Services available to third parties except as expressly permitted here or in an authorized white-label arrangement, including with respect to information and analysis derived from the Wallet Services. Client is responsible for all use of the Wallet Services under its account, including the acts and omissions of its Wallet Users and any authorized white-label sub-users, will not attempt to obtain materials or information not intentionally made available, and will not interfere with or disrupt the Wallet Services.

A.6 Authority; Account Administration

The individual accepting this Schedule on Client's behalf represents that they have authority to bind Client. Client is responsible for designating and managing its authorized administrators and users, for their compliance with this Schedule, and for actions taken under Client's account, including maintaining the security of Client's account credentials.

Part B — Terms Applicable to Wallet Users

B.1 Acceptance; Wallet Account Opening and KYC

Before creating a Wallet Account, each prospective Wallet User must review and affirmatively accept these Wallet Terms. Wallet Users will be asked to provide information such as name, country of residence, nationality, type of compliance document, residence document number, tax ID, and information about tax residence and tax situation, among other information reasonably required for identity verification. Cadana and/or its Payment Service Providers and Regulated Institutions (each as defined in Part C) conduct KYC, sanctions, and fraud screening as required under the laws and regulatory obligations applicable to their respective roles, including ongoing monitoring where required. Requesting this information does not make Cadana, its affiliates, or any third party liable for any misclassification before government authorities. Once KYC is completed and successful, the Wallet Account will be created. Cadana may modify the information required to create or maintain a Wallet Account, or to conduct KYC, from time to time in its discretion, and may request additional tax information depending on the Wallet User's country of residence. Where necessary to provide the Wallet Services, Cadana may share this information with third parties, including Payment Service Providers (third-party financial service providers that direct and transmit payments to Wallet Users, including settlement of funds based on instructions Client gives to Cadana).

B.2 Balance and Payment Methods

Through the Wallet Account, a Wallet User can (i) view the balance of funds credited to them (the “Available Balance”) and (ii) request that funds in the Available Balance be transferred to their personal or third-party accounts using available payment methods. Cadana may, in its discretion, perform additional transaction screening to comply with anti-money-laundering and other regulatory requirements, and will notify affected Wallet Users and Client of any resulting delays.

B.3 Currency, Exchange Rates, and Fees

Balances, statements, and financial information are shown in a supported base currency (which may include USD, GBP, or EUR, among others actually supported). Where a Wallet User's payment is denominated in a currency other than the supported base currency used in their arrangement with Client, converting and crediting that payment to the Wallet Account, and later withdrawing it, may produce differences between the amount credited and the amount ultimately received, including because of timing between crediting and withdrawal. Cadana will disclose, at or before the time an exchange rate is presented: (a) whether that rate is indicative or binding, and when it becomes binding; (b) whether Cadana or a partner applies a spread to the market rate; and (c) any third-party fees that may apply. If a transfer is delayed, rejected, or reversed, Cadana will provide notice and, where the cause is not attributable to the Wallet User, take reasonable steps to correct the transaction or refund amounts improperly withheld. Cadana is not responsible for exchange-rate fluctuations or third-party fees outside its control, and Wallet Users are responsible for tax obligations arising from currency conversion in their jurisdiction and should consult their own advisors. Supported currencies, payment methods, and features — including any user-to-user transfer capability — are made available on a product- and jurisdiction-dependent basis and may not be available to all Wallet Users.

B.4 Wallet Account Status, Offboarding, and Dormancy

(a) Client may stop directing further credits to a Wallet User's Available Balance at its discretion (“Offboarding”). Offboarding stops future credits from that Client; it does not extinguish the Wallet User's right to withdraw funds already credited to their Available Balance, and it does not, by itself, close the Wallet Account. (b) Cadana may designate a Wallet Account inactive after ninety (90) consecutive days without sign-in, transaction, or other activity. This designation is an operational label used to prompt outreach; it does not, by itself, determine legal abandonment of funds or affect the Wallet User's ownership of, or right to withdraw, their Available Balance. (c) Before transferring any balance from a dormant Wallet Account, Cadana will use reasonable efforts to contact the Wallet User at their last known contact information. Any remaining balance will continue to be available for withdrawal by the Wallet User, or will be handled as required by applicable unclaimed-property or escheatment law. Cadana will not return a Wallet User's credited funds to Client unless the Wallet User has authorized the return or applicable law requires it. (d) Suspension or termination of a Wallet Account for any reason will preserve, rather than extinguish, pending payments owed to the Wallet User and the Wallet User's access to their remaining Available Balance, except where a legal, compliance, fraud, or security hold applies. Before deleting a Wallet User's User Content following account closure, Cadana will provide a reasonable window for the Wallet User to export their data, except where legal or security requirements require earlier deletion.

B.5 Transaction Errors, Reversals, and Notice Periods

For purposes of this Section: an “unauthorized transaction” is a transfer initiated without the Wallet User's authorization; a “duplicate transaction” is the same instruction executed more than once; a “rejected transaction” is an instruction a Regulated Institution or Payment Service Provider declines to execute; a “misdirected transaction” is funds sent to an unintended recipient due to erroneous instructions or account details; and an “incorrectly executed transaction” is a transaction executed other than as instructed. Cadana, directly or through the relevant Regulated Institution or Payment Service Provider, will investigate reported errors of these types. A suspected error must be reported within sixty (60) days of the date the transaction first appears in the account history, except to the extent a longer or more protective period is required by applicable law (including Regulation E, where applicable) or by the terms of the relevant Regulated Institution or Payment Service Provider, in which case that period controls. Cadana is not responsible for errors caused by inaccurate information or instructions supplied by Client or the Wallet User, but where an error is attributable to Cadana, Cadana will take reasonable steps to correct it, or reimburse resulting losses, within a reasonable time.

Part C — Terms Applicable to Clients and Wallet Users

C.1 Not a Bank; Regulated Partners

Cadana is a technology platform and is not a bank. Wallet Services are provided in part through, and payment and financial services are provided by, regulated third-party financial institutions and Payment Service Providers, subject to availability, eligibility requirements, and additional partner terms. References in these Wallet Terms to balances being held with Cadana's banking partners describe the arrangement in Section C.2. Balances do not carry FDIC insurance, other deposit insurance, or pass-through protection unless Cadana expressly discloses, for a specific product and partner arrangement, that such protection applies. Certain products or balances may be held through a sponsor bank arrangement; where they are, any available protection is subject to the conditions of the applicable insurance program and the separate disclosures provided by the sponsor bank or other relevant partner institution. Such arrangements and protections may not apply to all products, balances, Clients, or Wallet Users.

C.2 Regulated Institutions; Payment Agent

Payment services under the Wallet Services, including withdrawals, are processed by federally chartered banks, licensed and registered money service businesses, Payment Service Providers, or similar financial institutions that are regulated and subject to periodic examination by their regulators (“Regulated Institutions”). Regulated Institutions typically report transactions periodically to financial authorities in the Wallet User's jurisdiction, and Wallet Account activity may be subject to related reporting obligations. Funds credited to Wallet Accounts, and amounts Cadana receives from Client for payment to Wallet Users, are held with Regulated Institutions. Cadana uses ledger technology, including virtual account provisioning, to accurately track amounts attributed to each Wallet User, and maintains such funds separate and distinct from funds Cadana holds for its own corporate purposes. Wallet Users have access to their Available Balance except where compliance with law, security or verification requirements, investigation of suspicious activity, technical disruption, outstanding fees, or similar circumstances necessary to protect the integrity of the platform require a temporary restriction. Cadana acts as a payment agent: it receives, on the Wallet User's behalf, payments due from Client, credits them to the Wallet User's Account, and, upon instruction, directs a Regulated Institution to transfer funds to the Wallet User's designated account or payment method. Cadana will make reasonable efforts to ensure accuracy but is not responsible for errors caused by incorrect instructions or details supplied by Client or the Wallet User.

C.3 Client Responsibility for Payment Information

Client will provide Cadana with accurate payment information about each Wallet User. If a payment is made incorrectly because of inaccurate information Client provided, Client will indemnify and hold Cadana and its affiliates harmless from third-party losses, claims, damages, or expenses that Cadana incurs as a result — provided that Cadana has no liability for such payments where Client fails to notify Cadana within a reasonable time after becoming aware of the issue, and in any case within the notice period required by applicable law (which may exceed thirty (30) days, including under Regulation E where it applies). Where a payment is executed incorrectly due to Cadana's fault and not Client's, Cadana will take reasonable steps to correct the error or reimburse the resulting loss within a reasonable time.

C.4 Compliance, Data, and Security; Fraud and SAR Confidentiality

(a) To comply with anti-money-laundering, counter-terrorist-financing, and fraud-prevention laws, Cadana and its Payment Service Providers collect, store, and analyze Wallet User and payment information reasonably necessary for those purposes. Cadana's dashboard shows Client and Wallet User payment amount and status; additional payment detail is retained by the relevant Payment Service Provider or Regulated Institution subject to that provider's own privacy policy, and Cadana's access to such additional detail is limited accordingly. (b) Cadana will comply with applicable privacy and data protection law regarding personal data it records, collects, or stores, and contractually requires its Payment Service Providers and partners to do the same for data they process in connection with the Wallet Services. Cadana will not sell Client or Wallet User personal information and will not use or disclose it except as necessary to perform the Wallet Services or as otherwise permitted by law. (c) Cadana maintains policies and procedures designed to prevent fraud and security breaches. Cadana will notify Client promptly of material fraud or security incidents affecting Client or its Wallet Users, to the extent legally permitted, and will provide reasonably requested information about such incidents. Cadana is not required to disclose a Suspicious Activity Report, information that would reveal the existence of a Suspicious Activity Report, or information whose disclosure could compromise an investigation or security measure. This subsection governs customer-facing fraud and security-incident notice; it does not affect Cadana's confidential anti-money-laundering monitoring or law-enforcement reporting obligations, which are handled separately and in accordance with applicable law.

C.5 Compliance with Laws

The parties will comply with applicable laws, regulations, and industry standards concerning payment and financial services in connection with the Wallet Services.

C.6 Amendments

Cadana may amend these Wallet Terms. For material changes, Cadana will provide notice by email or in-product notice describing the change and its effective date, and the change will apply prospectively from that date, except that Cadana may make immediate changes required for legal, security, fraud-prevention, or regulated-partner compliance reasons.

C.7 Definitions; Precedence Recap

“Client” means the business described in Part A. “Wallet User” means the individual described in Part B. “Regulated Institution” and “Payment Service Provider” have the meanings given in Section C.2. Where these Wallet Terms conflict with the Platform ToS on a matter specific to the Wallet Services, these Wallet Terms control, except that a Client's Service Order or the Agreement controls over both as between Cadana and that Client.