Platform Master Services Agreement (MSA)

1.1 Contracting Entity: All Services provided under this Agreement to international and non-United States business entities are provided directly by Use Thrive Corporation, a corporation incorporated under the laws of Canada (Business Number: 735170037TZ0001) and registered as a Money Services Business (MSB / FMSB Registration No. N300001645) with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC). Platform technical infrastructure, core payment routing, technology interfaces, and developer APIs may be hosted, operated, or managed in whole or in part by its corporate affiliate, Use Thrive LLC, a Delaware limited liability company (Delaware File No. 10462475) registered as a Money Services Business with the Financial Crimes Enforcement Network (FinCEN MSB Registration No. 31000321315567).

1.2 Business-to-Business (B2B) Service Only: The Services are provided strictly and exclusively to registered commercial organizations, corporations, partnerships, and legal business entities for bona fide commercial and operational expenditures. The Services, Dashboard, virtual sub-accounts, and transaction rails are strictly not intended, designed, or offered for personal, consumer, family, or household use.

1.3 Technology and Gateway Role: Use Thrive operates as a financial technology software provider and non-custodial administrative gateway between Client and licensed third-party financial institutions, depository banks, card issuing partners, liquidity providers, and clearing networks (collectively, "Service Providers"). Use Thrive is not a chartered commercial bank or credit union. Ledger credits, virtual multi-currency accounts, and spend card limits do not constitute insured bank deposits and bear no interest.

"Access Information" means administrative credentials, account identification numbers, passwords, multi-factor authentication (MFA) tokens, API credentials, and private keys enabling secure interaction with the Use Thrive Dashboard or developer gateways.

"Account Administrator" means the designated individual representative authorized by Client with full corporate power to manage platform settings, configure sub-users, establish spend ceilings, authorize payment orders, and request card issuances on behalf of Client.

"AML & Sanctions Laws" means all applicable statutory anti-money laundering, counter-terrorist financing, and economic sanctions frameworks, including the Canadian Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA), United States Bank Secrecy Act (BSA), OFAC economic sanctions regulations, and corresponding United Nations, European Union, and United Kingdom enactments.

"Dashboard" means the proprietary web application, interface, portal, and API suite deployed by Use Thrive through which Client administers virtual accounts, monitors ledger activity, manages digital asset deposits, and configures card controls.

"Multi-Currency / Virtual Account" means virtual accounts and correspondent routing coordinates (e.g., virtual IBANs, local clearing rails) allocated to Client to facilitate inbound and outbound business payments.

"Payment Order" means an administrative instruction generated via the Dashboard or API directing Use Thrive or its designated Service Providers to disburse funds from Client's ledger balance to a verified third-party Payee.

"Prohibited Activities" means the commercial categories, industries, activities, and jurisdictions specified in Schedule A attached hereto.

3.1 Corporate Warranties & Non-US Status: Client represents, warrants, and covenants that:

• It is a recognized legal entity duly formed, validly existing, and in good corporate standing under the laws of its jurisdiction of incorporation;
• Non-US Certification: Client is not organized in, resident in, operating from, or tax resident in the United States of America. Furthermore, neither Client, its beneficial owners, nor any authorized user is a "US Person" or located physically within the United States. Client acknowledges that Use Thrive does not currently serve US clients;
• Neither Client, nor its affiliates, nor any of its Ultimate Beneficial Owners (UBOs) or directors, are listed on any applicable OFAC, OSFI, EU, or UN sanctions lists, nor located in an embargoed jurisdiction.

3.2 Know Your Business (KYB) Requirements: Before activating accounts or issuing payment credentials, Client must provide authentic, comprehensive corporate documentation, including: (a) Certificate of Incorporation, Memorandum, and Articles; (b) complete Register of Directors and Shareholders; (c) certified proof of operational headquarters; (d) government-issued identification and address verification for all UBOs holding 25% or greater ownership or control; and (e) verifiable proof of operational business model and source of funds.

3.3 Ongoing Due Diligence: Use Thrive and its issuing partners retain the unconditioned right to reject registration, suspend access, or freeze active ledgers if Client fails compliance checks, refuses to furnish requested information, or is deemed to present an unacceptable legal, financial, or regulatory risk.

4.1 Corporate Authority: Client confirms that all instructions, authorizations, and transactions executed through Client's Account Administrator or authorized sub-user credentials are fully authorized by, and legally binding upon, Client.

4.2 Credential Protection: Client is exclusively responsible for preserving the confidentiality of all Access Information. Client must mandate multi-factor authentication (MFA) across all users. Client shall immediately notify Use Thrive in writing at support@usethrive.com upon any suspected compromise, unauthorized access, or loss of credentials. Use Thrive shall not be liable for any unauthorized debits or losses occurring prior to verified receipt of such security breach notice.

5.1 Nature of Virtual Credentials: Virtual account credentials (e.g., virtual IBANs) represent administrative sub-ledgers held with third-party banking institutions. Client shall not represent to payers, partners, or counterparties that Use Thrive is a depository bank or that such accounts belong to Client as an independent banking institution.

5.2 Inbound Payments: Inbound transfers must arise from legitimate, lawful commercial business counterparties. Inbound transfers from anonymous sources, peer-to-peer aggregators, or entities involved in Prohibited Activities will be rejected or held pending regulatory review. Client bears all intermediary wire fees, correspondent bank charges, and reversal fees.

5.3 Outbound Payment Orders: Outbound payments may be executed only to verified, legitimate corporate Payees. Use Thrive reserves the right to demand supporting invoices or contracts prior to releasing funds. Use Thrive cannot guarantee clearing times of intermediary clearing networks and accepts no liability for delays caused by AML/sanctions screenings. Completed transfers cannot be canceled or reversed.

5.4 Foreign Exchange (FX): Conversions between supported currencies are executed at spot rates displayed in the Dashboard, inclusive of applicable platform spreads. Market exchange rates fluctuate continuously, and Use Thrive accepts no liability for currency losses incurred due to market shifts between order entry and final settlement.

Client agrees to pay all applicable platform subscription charges, interchange markups, card issuance fees, cross-border surcharges, and wire execution fees as outlined in the Use Thrive Fee Schedule posted in the Dashboard. Use Thrive is authorized to automatically deduct any accrued fees, charges, or reimbursements from Client's available ledger balances, collateral reserves, or payout streams. All fees are earned upon transaction processing and are non-refundable.

Use Thrive and its licensors retain all right, title, and interest in and to the Dashboard, software frameworks, APIs, trademarks, user interfaces, and proprietary algorithms. Client receives a revocable, non-exclusive, non-transferable license to access the Dashboard strictly for managing its account during the term. Client shall not reverse engineer, decompile, scrape, or duplicate any software or platform elements.

8.1 Termination: Either party may terminate this Agreement upon thirty (30) days' written notice. Use Thrive may terminate or suspend the account immediately without notice upon: (a) breach of this Agreement, the Cardholder Agreement, or Schedule A; (b) submission of inaccurate or deceptive KYB materials; (c) suspected fraud, money laundering, or sanctions exposure; or (d) Client insolvency or bankruptcy.

8.2 180-Day Withholding Reserve: Upon termination or account suspension for any reason, Use Thrive reserves the right to retain and withhold up to 100% of Client's remaining funds and collateral for a period of up to one hundred and eighty (180) calendar days ("Withholding Period"). This reserve guarantees satisfaction of delayed chargebacks, dispute resolutions, card association assessments, regulatory fines, and indemnity claims. Any remaining unencumbered funds will be returned to Client's verified originating corporate bank account following full audit settlement.

Client shall defend, indemnify, and hold harmless Use Thrive Corporation, Use Thrive LLC, their affiliates, and their respective directors, officers, agents, and issuing partners against all claims, investigations, liabilities, losses, regulatory fines, damages, and legal expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client's breach of this Agreement, Schedule A, or card network rules; (b) disputes between Client and its payees, customers, or cardholders; (c) violation of AML or Sanctions Laws; or (d) fraud, willful misconduct, or gross negligence committed by Client or its users.

11.1 Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to conflicts of law principles.

11.2 Binding Commercial Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement, including its breach, validity, or termination, shall be resolved exclusively through final and binding arbitration administered by the Canadian Arbitration Association (CAA) under its Commercial Arbitration Rules. The seat of arbitration shall be Toronto, Ontario, Canada. The proceedings shall be conducted in the English language by a single independent arbitrator. Proceedings may be held virtually via videoconference.

12.1 Amendments: Use Thrive may amend this Agreement at any time by posting the updated version in the Dashboard or transmitting notice via email. Continued platform use constitutes acceptance.

12.2 Severability & Assignment: If any provision is deemed unenforceable, it shall be modified to the minimum extent necessary, leaving all other terms operative. Client may not assign this Agreement without prior written consent; Use Thrive may assign freely to corporate affiliates or successors.

Client shall never utilize the Services, Dashboard, virtual accounts, or cards to facilitate, support, or execute transactions involving any of the following restricted categories:

1. Sanctioned Parties & Countries: Individuals, entities, or jurisdictions subject to OFAC (US), OSFI (Canada), EU, or UN sanctions, including Cuba, Iran, North Korea, Syria, and restricted regions of Ukraine.
2. Unlicensed & Predatory Financial Services: Unlicensed money transmission, unregistered crypto mixers, check-cashing operations, predatory payday loans, or hawala networks.
3. Illegal & Unlicensed Gambling: Unlicensed online casinos, sportsbooks, binary options, lottery brokers, and gambling aggregators.
4. Weapons, Defense & Armaments: Firearms, munitions, explosives, toxic defense chemicals, and military tactical gear.
5. Adult Entertainment: Pornography, adult video platforms, escort services, or non-verifiable relationship portals.
6. Counterfeiting & Intellectual Property Infringement: Replicas, pirated media streaming equipment, or unauthorized trademark distributions.
7. Controlled Substances: Unregulated narcotics, synthetic chemicals, prescription drugs without legitimate pharmacy licenses, or illegal CBD/cannabis distribution.
8. Precious Metals & Raw Bullion: Unlicensed wholesale trading in raw precious ores, unmounted diamonds, or pawnbroking.
9. Malicious Software & Cyber Risks: Distribution of malware, automated account scrapers, ransomware, or stresser/DDoS platforms.
10. Shell Entities & Anonymous Corporate Structures: SPVs without substantive operations, entities with bearer shares, or opaque trust arrangements.

Engaging in any Schedule A activity constitutes immediate cause for account termination, permanent forfeiture of access, freezing of reserves, and formal reporting to FINTRAC and international regulatory authorities.