TERMS OF USE (USA)

Effective Date: September 1, 2025

PLEASE READ CAREFULLY. These Terms of Use (the "Terms" or this "Agreement") are a binding agreement between Anyspend Inc., a Delaware corporation ("Anyspend," "we," "us," or "our"), and you, the individual who accesses or uses our Services ("you"). By accessing or using the Services (defined below), you agree to these Terms and to our Privacy Policy and Cookie Policy (collectively, the "Supplemental Agreements"). If you do not agree, do not access or use the Services.

Important Dispute Notice. Section 10 contains an arbitration agreement and class action waiver that affect your rights. Except for certain small claims, you agree that disputes between you and Anyspend will be resolved by binding, individual arbitration.


1. GENERAL

1.1 Scope of Services. These Terms govern your use of:

  • The Anyspend.com website and any consumer applications we may offer (the "Site Services"); and
  • The ability to discover, route to, or interact with third-party providers to purchase, sell, send, or swap digital assets (the "Transaction Routing Services").

Anyspend solely provides a technology interface and routing layer to facilitate user access to third-party services. Anyspend does not receive, hold, or transmit customer funds or digital assets, act as an exchange, broker, merchant of record, or provide financial advice.

1.2 Non-custodial & No Stored Value. Anyspend does not receive, hold, or control customer funds or private keys, and does not provide custodial, wallet-hosting, or stored-value services.

1.3 No Fiduciary or Financial Institution Relationship. Anyspend is not a financial institution, bank, broker-dealer, money services business (MSB), or fiduciary under federal or state law. Anyspend provides software services only.

1.4 Eligibility. You represent that you are at least 18 years old, reside in the United States, and have the capacity to enter into this Agreement. You further represent that you are not otherwise barred from using the Services under applicable law.

1.5 Changes to the Terms. We may update these Terms and the Supplemental Agreements from time to time. Unless stated otherwise, changes are effective when posted. Your continued use of the Services after the effective date of an update constitutes acceptance.

1.6 Third-Party Terms. Transaction Routing Services may involve third-party exchanges, wallets, NFTs, payment processors, or on/off-ramps (each, a "Third-Party Service"). Those providers' terms govern their products and services. Anyspend is not responsible for Third-Party Services and does not control their fees, features, or availability.

1.7 Affiliates and Contractors. We may perform obligations through affiliates or service providers.


2. ACCESSING THE SERVICES

2.1 License. Subject to your compliance with these Terms, we grant you a revocable, limited, non-exclusive, non-transferable license to access and use the Services for personal, lawful, non-commercial purposes. We may suspend or terminate access at any time.

2.2 Onboarding & KYC. We rely on third-party providers to perform Know Your Customer (KYC) and Anti-Money Laundering (AML) verification under their own compliance programs. Anyspend does not collect or store sensitive identity data except as required by law and may receive only pass/fail verification status.

2.3 Updates & Deadlines. You agree to keep your Onboarding Information accurate and up to date, notify us of changes within 10 days, and provide requested documents within 14 days of our request.

2.4 Account Security. You are responsible for safeguarding your credentials and devices. We will assume that actions taken through your account are authorized by you.

2.5 USA PATRIOT Act Notice. To help the government fight the funding of terrorism and money laundering activities, U.S. law requires financial service providers and certain facilitators to obtain, verify, and record information that identifies each person who opens an account or requests credit.


3. ORDERING / ROUTING FOR DIGITAL ASSETS

3.1 Role. Anyspend facilitates routing and user interfaces that connect you to Third-Party Services. Anyspend does not act as merchant of record or principal for any transaction and does not guarantee that any transaction will execute or execute at a specific price or time.

3.2 Quotes and Pricing. Pricing and fees shown in the Services may be provided by Third-Party Services and can change rapidly due to market conditions. Review all details before submitting an order. Digital asset transactions may be irreversible.

3.3 Payment Methods. You may link eligible payment methods (e.g., cards, bank accounts, third-party wallets) to use with Third-Party Services. By linking a method, you represent you are the owner or authorized user.

3.4 Failures, Reversals, and Holds. We and/or Third-Party Services may suspend, delay, redirect, or cancel transactions for fraud, compliance, insufficient funds, chargebacks, technical issues, or market volatility. You are responsible for your bank or network fees.

3.5 Receipts & History. Confirmations may be sent by Anyspend and/or the relevant Third-Party Service. Your transaction history may appear in our interface, in the third party's interface, or both.

3.6 Wallets. Anyspend does not provide custodial wallets. You must supply your own self-custody or third-party wallet address. You are solely responsible for safeguarding private keys and ensuring destination accuracy. Assets sent to an incorrect or unsupported address may be unrecoverable.

3.7 Taxes. You are responsible for determining and paying any taxes that apply to your transactions.


4. STORED VALUE & BALANCES

Not Offered. Anyspend does not offer stored-value accounts or Anyspend-hosted balances. We do not hold deposits and do not provide FDIC-insured accounts.


5. NFT-SPECIFIC TERMS

If you purchase or sell NFTs via the Services, Anyspend facilitates connectivity to Third-Party Services or marketplaces. We do not authenticate NFTs or verify rights, rarity, or value. You must perform your own diligence. Blockchain congestion or marketplace issues may cause failures. If a transaction fails, you may still incur network fees that are non-refundable.


6. PROHIBITED USE

You agree not to use the Services for any of the following ("Prohibited Use"): unlawful activity, abusive activity, fraud, unlawful gambling, IP infringement, forbidden or unacceptable transactions as defined in applicable law, or to violate sanctions administered by OFAC, the European Union, the United Nations, or HM Treasury (including all sanctioned countries under those regimes).


7. REPRESENTATIONS; DISCLAIMERS

7.1 Your Representations. You represent and warrant that: (a) you are not in a Restricted Location or otherwise barred by law; (b) you will only use the Services as permitted by law; and (c) all information you provide is accurate and complete.

7.2 Information Accuracy. Pricing, exchange rates, and other information may be delayed or inaccurate. You should independently verify all information before acting. Your decisions are solely your responsibility.

7.3 Disclaimers. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANYSPEND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, DATA ACCURACY, SYSTEM INTEGRATION, AND QUIET ENJOYMENT. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION.


8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnity. You will indemnify and hold harmless Anyspend, its affiliates, and their respective officers, directors, employees, and agents from and against claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services; (b) your violation of these Terms or law; (c) inaccurate information you provide; or (d) your violation of third-party rights; in each case except to the extent caused by Anyspend's gross negligence or willful misconduct.

8.2 Limitations. TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS); AND (B) ANYSPEND'S TOTAL LIABILITY, IN THE AGGREGATE FOR ALL CLAIMS, WILL NOT EXCEED THE LOWER OF (i) THE VALUE OF THE DIGITAL ASSET AT ISSUE OR (ii) US$20,000.

8.3 Digital Asset Risks. We are not responsible for value fluctuations, forks, consensus changes, attacks, or other network events. We have no obligation to deliver digital assets as damages or to support any airdrops, forks, or tokens.


9. GENERAL PROVISIONS

9.1 Third-Party Content. We are not responsible for Third-Party Content or Services and do not endorse them. All third-party marks and logos appearing in the Services are property of their respective owners.

9.2 Intellectual Property. The Services and their contents are owned by Anyspend or its licensors. No rights are granted except as expressly set forth herein. You may submit feedback; we may use it without restriction or compensation.

9.3 Confidentiality. You may receive confidential information about our business; you will keep it confidential and use it only as necessary to exercise your rights or perform obligations under these Terms.

9.4 Force Majeure. Neither party is liable for delays or failures due to events beyond reasonable control.

9.5 Severability; Waiver. If any provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.

9.6 Assignment. You may not assign these Terms without our prior written consent. We may assign freely.

9.7 Independent Contractors. The parties are independent; no partnership, agency, or joint venture is created.

9.8 Termination. We may suspend or terminate your access at any time for any reason, including suspected fraud, compliance violations, or misuse. Upon termination, your rights under these Terms cease immediately.

9.9 Survival. Sections concerning indemnity, limitations of liability, arbitration, confidentiality, and risk disclosures survive termination.

9.10 Governing Law; Venue. These Terms are governed by the laws of the State of Delaware, without regard to conflicts principles. Except as otherwise set forth in Section 10, the exclusive venue for non-arbitrable claims is the state or federal courts located in Wilmington, Delaware. The Federal Arbitration Act governs arbitration provisions.

9.11 Contact & Complaints. For questions or consumer complaints, contact [email protected].


10. DISPUTE RESOLUTION (ARBITRATION AGREEMENT)

10.1 Informal Resolution. Before either party initiates arbitration, the initiating party must send a written notice describing the claim and request a good-faith conference by phone or video to attempt informal resolution, to occur within 60 days. Notices to Anyspend: [email protected].

10.2 Arbitration Rules and Forum. Arbitration will be administered by JAMS pursuant to its Consumer Arbitration Rules then in effect. The Federal Arbitration Act (FAA) governs interpretation and enforcement. Filing, administration, and arbitrator fees will be governed by the applicable rules. You may choose a hearing by telephone/video or in person in your county of residence.

10.3 Arbitrator Authority. The arbitrator has exclusive authority to resolve disputes regarding interpretation, applicability, enforceability, or formation of this arbitration agreement, except that a court—not the arbitrator—decides enforceability of the class action waiver.

10.4 Class and Representative Action Waiver. Claims must be brought on an individual basis. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDINGS ARE PERMITTED.

10.5 Opt-Out. You may opt out of arbitration within 30 days of first accepting these Terms by emailing [email protected] with your name, the email associated with your account, and a clear statement that you opt out of arbitration. If you opt out, this Section 10 does not apply; all other Terms remain in effect.

10.6 Injunctive Relief. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in court to protect IP or confidential information.

10.7 Severability. If any part of this Section is found unenforceable, the remainder remains in effect; however, if the class waiver is found unenforceable, the entire arbitration agreement is unenforceable.


11. E-SIGN DISCLOSURE AND CONSENT

You consent to receive electronic Communications related to the Services (e.g., disclosures, receipts, statements, updates to Terms, customer service messages). Electronic Communications have the same legal effect as paper. You are responsible for keeping your contact information current. You may withdraw consent by contacting support; withdrawal may terminate your ability to use the Services. Anyspend's UX flow requires affirmative consent (e.g., checkbox or digital acceptance) to satisfy the E-SIGN Act.


12. DEFINITIONS

- "Business Day" means a day on which the Services are generally available to consumers.

- "Compliance Program" means Anyspend's risk and compliance requirements, including identity verification, sanctions screening, fraud prevention, and ongoing monitoring.

- "Confidential Information" means non-public information of a party designated as confidential or that reasonably should be understood to be confidential.

- "Digital Asset" means a digital unit (including cryptocurrency or NFT) recorded on a distributed ledger. Digital Assets are not legal tender and may not be securities.

- "Restricted Location" means any jurisdiction (including countries, states, or territories) that we designate as unsupported or restricted, including all OFAC-sanctioned countries.

- "Services" means collectively, the Site Services and Transaction Routing Services provided by Anyspend.

- "Third-Party Service" means any non-Anyspend service, marketplace, wallet, exchange, or payment provider that you access via the Services.


13. DIGITAL ASSET DISCLOSURES & RISK FACTORS

- Volatility & Loss Risk. Digital Assets are highly volatile; you can lose all value. Markets may be illiquid or disrupted.

- No FDIC/SIPC. Digital Assets are not legal tender and are not protected by FDIC or SIPC insurance.

- Finality & Irreversibility. Transactions may be irreversible; sending to the wrong address or chain may permanently lose assets.

- Technology & Security Risks. Networks may suffer bugs, forks, attacks (51%, Sybil), or changes in consensus/cryptography. Keys can be lost or stolen.

- Regulatory Risk. Laws and policies may change and restrict or prohibit certain uses, assets, or services.

- Pricing. Quotes/spreads may vary across venues and over time. Network fees can be dynamic and non-refundable.

- No Advice. Information provided via the Services is educational only and not investment, legal, or tax advice.


14. STATE DISCLOSURES & LICENSING

No Money Transmitter Licenses. As of the Effective Date, Anyspend does not hold state money transmitter or virtual currency licenses and does not provide custodial services or stored value. Transactions routed through the Services are executed by Third-Party Services that may be licensed or registered in applicable jurisdictions. Anyspend operates solely as a software/UI layer.