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Overview of Prudent Pig Ltd. Network and Rules

Prudent Pig Ltd. UK, headquartered at 239 Kensington High Street, London, W8 6SN, registered with UK Financial Conduct Authority (“PP”), enables global payment providers (“Network Users”) to participate in the Network for the purpose of providing their payment services to users of the network. Users can be both individuals or entities that are transacting using the various payment methods of the PP.

PP has engaged a range of Network Users across the globe who provide electronic wallet services, debit and credit card issuing and acquiring, bank transfers, balance management, and other locally preferred forms of payments.

Within the PP Network, PP provides the technology to enable payments, including the platform that connects users with Network Users, such that users can perform the following services (the “Network Services”):

To support the quality and maintenance of the PP Network, PP has established these rules (the “PP Network Rules”) designed to minimise risks and provide a common, convenient, secure, compliant, and reliable payment experience for all participants of the network. The PP Network Rules are established and modified by PP and represent a binding contract between PP and the network participants.

The intent of the PP Network Rules is to uphold the safety, security, soundness, integrity, and interoperability of the PP Network and to outline the principles regarding the rights and responsibilities of all parties to the PP Network and between one another.

Applicability of PP Rules

All participants in the PP Network are subject to and bound by the PP Network Rules, including end users and Network Users.

Any use of or participation in the PP Network not covered in the PP Network Rules will be governed by applicable participation agreements and associated documentation.

Applicable Laws and Conflicts

Each PP Network User must comply with all England and Wales laws including, but not limited to, laws and regulations regarding banking, financial institutions, payment systems, foreign currency exchange, money transmission, anti-money laundering, countering terrorist financing, sanctions or national equivalents in the partner’s jurisdiction, privacy and security, consumer protection, and trademarks and copyright.

Each PP Network partner is also responsible for ensuring that any of its affiliates, third party agents, and any other of its designated agents participating in the PP Network comply with the above, including licensing requirements. Each PP Network partner is encouraged to consult with their own legal counsel to ensure that it is in full compliance with the above.

Transaction Notification Obligations

PP will send a push notification via an API to the Network User, or provide the Network User a “webhook” or other automated monitoring interface in real time, when a user accesses funds held by the Network User for payment, or requests movement of funds. Network Users are obliged to receive and promptly process these notifications, or, if a Network User is unable to receive API notifications or webhooks, request PP to provide a batch settlement report to the Network User at the end of every day.

When a user requests movement of funds via a Network User, or to access balances or other services managed by the Network User, the partner is obliged to send PP a push notification via API, a webhook, or a pre-agreed batch format to promptly notify PP of the user action and its status.

Settlement Obligations

The Network operates on a “good funds” basis, meaning when PP or a Network Participant informs the other that funds have been received, that party is obligated to settle the funds within the prescribed period, unless the transaction is subsequently cancelled, reversed, or deemed fraudulent, and the other party promptly notified.

For settlement, PP and each of the Network Users will provide each other with settlement account information so that funds can be reconciled each day, and maintain up-to-date payment accounts in agreed jurisdictions so that financial obligations can be efficiently met and funds exchanged.

Settlements may take place either directly from PP to Merchant or indirectly through a third Party within the PP Network. If Settlements are routed through Network Participants, Merchant may be subjected to the Network User’s due diligence review and terms and conditions.

If services are provided on a cross-border basis, then the Network User will settle funds to PP under pre-agreed terms and to the appropriate jurisdiction, and Merchants recognize and agree that FX management fees may apply, along with additional regulations and due diligence requirements.

Risk Management Obligations

PP is committed to working with Network Users to identify and mitigate risks associated with the use of the PP Network. Network Users are required to maintain suitable risk management programs, including mitigation of: stolen financial information, account takeover, collusion, and other forms of financial fraud that may create risk for the PP Network.

Anti-Money Laundering/ Counter Terrorist Financing (AML/CTF) Obligations

To help government(s) fight the funding of terrorism and money laundering activities, various laws require PP and its affiliates to obtain, verify, and record information that identifies each person(s) who opens an account(s), or has a non-account relationship, or service agreement.

To the extent that Merchants or Network Users fail to provide or to consent to providing any such information, that failure shall be grounds for PP to not open an account, or enter into or a non-account relationship or service agreement. PP will close or terminate Merchant’s accounts, or sever a non-account relationship or service agreement, if PP or its Network User knows, suspects, or has reason to suspect that the relationship is causing or attempting to cause PP to:

Where Network Users are subject to such laws in their Jurisdiction, Network Users must implement and maintain an anti-money laundering/counter terrorist financing (“AML/CTF”) program, including policies, procedures, and controls that are reasonably designed to prevent the use of the PP Network to facilitate money laundering or the financing of terrorist activities.

Such policies, procedures, and controls shall include, at a minimum:

PP has exclusive authority to review such programs and their implementation in order to determine at any time whether a Network User is in compliance with these requirements, and to ensure that the implementation of these programs does not result in material changes or inconsistencies in the PP Network experience. Each Network User must cooperate with periodic reviews and any other efforts undertaken by PP to evaluate such Network Users compliance with the AML/CTF requirements and the effects of program implementation on the PP Network experience. As part of a periodic review, PP may subject a Network User to enhanced due diligence (EDD) procedures which may include on-site examinations and/or the use of a third party reviewer. Any such examination is at the expense of the Network User, and a copy of the examination results must be provided promptly to PP upon request.

In addition to KYC and AML/CTF programs executed by Network Users, they must also provide PP with adequate transactional metadata to enable PP to effectively execute its own obligations for KYC, AML/CTF, Screening, and Transaction Monitoring. Where such data is not provided or is deemed by PP to be incomplete or insufficient, PP may block transactions or Users or request additional data from a Network User.

If PP determines that a Network User has failed to comply with these Network Rules, PP may impose conditions on or require additional actions of the Network User to prevent possible money laundering or financing of terrorist activities. These actions may include, but are not limited to, the following:

Confidentiality Obligations

A Network User must maintain confidentiality at all times as well as store and handle confidential information in such a way as to prevent unauthorised disclosure. The Network User must also take reasonable measures to protect confidential information and treat it with at least the degree of care with which a Network User treats its own confidential and proprietary information.

A Network User must also be compliant with:

PP and its subsidiaries will not use or disclose confidential information to third parties, other than for use or disclosure in the ordinary course of business to provide services to a Network User, including, but not limited to, all of the following:

Merchant Onboarding and KYB Obligations

In order to enable PP to comply with anti-terrorism, financial services and other applicable laws and regulations and KYB (‘Know Your Business) requirements imposed by applicable law, Merchants must provide information about themselves, their activities, and their shareholders.

In addition, Merchant’s must:

PP or its Network Users will only activate the Services for Merchant (‘go live’) if the applicable Know Your Business requirements are fulfilled. In the event that the applicable requirements are not fulfilled prior to activating the Services (‘go live’) then, the Services shall immediately terminate upon written notice by PP to Merchant stating such cause for termination.

PP Ownership of Intellectual Property

A Network User in the PP Network must recognise PP’s ownership of its intellectual property (IP), including the PP name, PP Marks, and PP technology, and agree to protect these ownership rights and the integrity of the Marks by complying with the applicable PP Network Rules in all activities.

A Network User does not have any property or other right, claim, or interest, including any patent right, Trade Secret right, or Copyright interest, in any systems, processes, equipment, software, data, or materials that PP or its subsidiaries use in connection with the PP Network, except for Network User supplied data or equipment.

Network Users acknowledge the proprietary rights of PP and that unauthorised or inappropriate use of the PP-Owned Marks may cause PP irreparable damage or injury. PP has the full authority to enforce all PP rules governing Network Users and other entities that use the PP-Owned Marks.

General Use of Marks

A Network User must use the PP-Owned Marks, including associated elements, only for the following:

Ownership of PP-Owned Marks

A Network User must not state or imply that it is the exclusive owner or provider of any PP-Owned Mark, except as otherwise permitted in the PP Network Rules.

PP Endorsement of Goods/Services

A Network User must not use any of the PP-Owned Marks to indicate that PP endorses, is identified with, or sponsors goods or services other than those of PP.

Prohibition of Marks Infringement and Brand Denigration

A Network Users participation in the PP Network using any Mark(s) of the PP Network must not contain any matter that would tend to infringe, dilute, degrade, or denigrate any of the PP-Owned Marks, PP products, PP services, or any other Network User, or impair the reputation or goodwill of PP or the goodwill associated with the Marks.

Infringement Proceedings Regarding the PP-Owned Marks

Unless PP grants express consent, PP reserves the sole right to initiate infringement proceedings or other challenges involving any use of the PP-Owned Marks.

PP Right to Monitor, Audit, Inspect, and Investigate

Upon reasonable notice at a date and time mutually agreed to by PP and a Network User, PP may, either itself or through an agent, investigate, review, audit, or inspect a Network User, or the Network User’s agents, including by inspecting the premises and audit the books, records, and procedures related to the PP Network Rules of the Network User or its agent, to ensure that it is complying with the PP Network Rules.

A Network User must cooperate fully, and ensure that its agent cooperates fully, with PP in any such investigation, inspection, audit, or review. This cooperation includes providing access to the premises and to all pertinent records and releasing any information to PP upon request.

A Network User shall also cooperate with, and submit to, any examination, inquiry, audit, information request, site visit or equivalent, which may be required by any Regulatory Authority or as required by Applicable Law. A Network User shall ensure that each of its agents comply with the foregoing requirements.

Investigation Response Requirement

A Network User must respond to and provide information requested by PP for a PP Network Rules violation that is under investigation. The Network User must submit its response and information within the time period specified by email or other electronic delivery method. The Notification response is effective when posted, sent, or transmitted by the Network User or its agent to PP.

Right to Impose Conditions on PP Product or PP Service Participation

Participation in the PP Network is at the discretion of PP, which may limit or impose conditions on its use, and may discontinue the service or product at any time.

Appendix A

Key Terms

“PP” means Prudent Pig Ltd and certain other PP group companies d/b/a PP, and any PP subsidiary or affiliate, as applicable. PP is incorporated, licensed and registered with each jurisdiction as required by each Regulatory Body.

“PP Confidential” means information created by PP and shared with Network Users, the use and handling of which is subject to certain minimum standards of diligence and care to prevent unauthorised disclosure or business harm to PP. This information includes any and all materials concerning PP’s intellectual property, proprietary property or information, trade secrets, products, planned products, services or planned services, employees, customers, prospective customers, data, financial information, computer software, processes, methods, knowledge inventions, ideas, discoveries, current or planned activities, research, development, or other information relating to PP’s business activities or operations.

“PP Network” means PP’s platform through which payments are processed and cleared and settled.

“PP-Owned Marks” means all trademarks owned by PP.

“PP Services” means any and all services PP renders in connection with the PP Network including but not limited to providing a network of Network Users that together support and ensure the functioning of global payments through the PP system.

“User” is a sender or consumer that uses PP Services to pay, send or withdraw money at a Network User location.

“Confidential information” means any information that (i) identifies or can be used to identify a user (including any name, signature, address, telephone number, email address, and other unique identifiers); or (ii) can be used to authenticate a user (including any identification number, credit card number, debit card number, bank account details, credit report information, answers to security questions, and other personal identifier) with or without any required security code, access code, personal identification number, or password, that would allow access to a users data.

“Copyright” means a form of protection that the laws of various countries provide for original literary, dramatic, musical, artistic, and certain other intellectual works.

“Mark” means a word, name, design, symbol, or other device, or any combination thereof, that PP or any entity adopts to identify its goods or services.

“Merchant” means an entity that enables PP as a means of collecting payment in exchange for goods and/or services sold to PP users.

“Network User” means an entity that meets PP’s criteria for participation and is authorised to join the PP Network.

“Receiver” means an entity that receives funds transmitted via the PP Network.

“Regulatory Authority” means any regulatory body that regulates payments in a relevant jurisdiction including but not limited to payment networks which are utilised by any Network User, user in connection with the performance of its obligations hereunder, including any foreign governmental agency, having jurisdiction over any of the services to be provided hereunder, a Network Participant, PP or any of their respective agents.

“Sender” means the payor of funds transmitted via the PP Network.

“Trade Secret” means any formula, pattern, device, or compilation of information that is used in a business, and that provides an opportunity to obtain an advantage over competitors who do not know or use it.

Company number: 13030110