Effective Date: April 11, 2025

These CargoBill Terms of Service govern your access to and use of our (1) website located at [cargobill.co] (the “Site”), (2) our SaaS service/application for stablecoin payments located at our Site or via our APIs (the “Service”), and any related services we may offer (collectively the “Services”).

These CargoBill Terms of Service, together with any documents or links they expressly incorporate by reference, including but not limited to the Privacy Policy [https://cargobill.notion.site/CargoBill-Privacy-Policy-78afadc49f094d80b5d003eb80425353] and the Fee Schedule located below (collectively, the “Agreement”), form an agreement between you (the “Customer,” “User,” “you,” “your”) and CargoBill Inc., doing business as CargoBill (“CargoBill,” “Provider,” “we,” “us,” or “our”), a company registered in Delaware, USA with its principal place of business at 8335 Laramie Ave, Skokie, IL 60077, and governs your access to and use of the Services.

BY CLICKING “I ACCEPT,” OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST EIGHTEEN YEARS OLD, AND HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT OR OTHERWISE ACCESSING OR USING THE SERVICES IS DOING SO ON BEHALF OF, OR WITHIN HIS OR HER CAPACITY AS A REPRESENTATIVE, AGENT, OR EMPLOYEE OF ANY ENTITY, SUCH INDIVIDUAL AND SUCH ENTITY: (i) AGREE THAT THE TERMS “CUSTOMER,” “USER,” “YOU” AND “YOUR” AS USED HEREIN APPLY TO SUCH ENTITY AND INDIVIDUAL; (ii) REPRESENT AND WARRANT THAT THE INDIVIDUAL ENTERING INTO THIS AGREEMENT HAS THE POWER, RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY; AND (iii) AGREE THAT SUCH INDIVIDUAL AND SUCH ENTITY SHALL HAVE JOINT AND SEVERAL LIABILITY HEREUNDER.

THIS AGREEMENT LIMITS YOUR LEGAL REMEDIES AND CARGOBILL’S LIABILITY TO YOU AND INCLUDES A CLASS ACTION WAIVER AND JURY TRIAL WAIVER. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST CEASE USING THE SERVICES AT ONCE.

CARGOBILL IS NOT A BANK, FINANCIAL INSTITUTION, BROKER, CUSTODIAN, OR FINANCIAL ADVISOR. NEITHER THE SITE, SERVICE NOR ANY OTHER SERVICES WE PROVIDE ARE INTENDED TO PROVIDE LEGAL, TAX, OR FINANCIAL ADVICE.

We may revise and update this Agreement from time to time in our sole discretion by posting the revised Agreement on the Site or Service, or by sending you an email. Your continued use of the Site, Service or Services will be deemed acceptance to any amended or updated terms of the Agreement.

1. THE SERVICE

1.1 The Service: The Service is offered under a software-as-a-service model—a cloud-based platform ("Platform") including websites, applications, and APIs, through which you can create an account and access the features and functionality provided by the Service for facilitating business-to-business stablecoin payments for supply chain transactions, utilizing blockchain settlement. "Services" includes payment processing, stablecoin settlement, logistics data integration facilitation, partner-facilitated currency conversion (On-Ramp/Off-Ramp), non-custodial digital wallet tools, API access, reporting, and related features.

1.2 Third Party Technology: Third-party technology (including blockchain networks, On-Ramp/Off-Ramp providers, banking service providers, card providers, yield providers, and potentially others) is integrated into or relied upon by the Service. Use of such third-party services or technology is subject to their respective terms and conditions ("Supplemental Terms"). You agree that use of such features may be governed by Supplemental Terms forming a separate agreement between you and the third-party provider. CargoBill does not control these third parties and is not responsible for their performance, availability, security, fees, or compliance, nor for any delays, failures, or losses caused by them, except to the extent directly resulting from Company's gross negligence or willful misconduct in selecting or interfacing with such providers

1.3 Non-Custodial Service: The Service is non-custodial. You retain exclusive control over your cryptographic private keys, digital assets (including Stablecoins), and transactions. You are solely responsible for securing your private keys and managing your own transactions and associated legal and regulatory compliance. Loss of private keys will result in irreversible loss of funds.

2. LICENSE AND ACCESS

2.1 License: Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service solely for your internal business purposes and only in accordance with this Agreement and any Documentation.

2.2 Access & User Account: You must register for a CargoBill account (“User Account”) to access and use the Service. When creating and maintaining your User Account, you agree to provide true, accurate, current, complete, and up-to-date information at all times.

2.3 User Account Information / Identity Verification: Federal law may require us to obtain, verify, and record information that identifies each business and its authorized users who conduct transactions on our Service. You will be required to provide your business’s legal name, address, tax identification number, beneficial ownership information, and information regarding authorized personnel (such as name, address, date of birth, taxpayer identification number) and other information (“Account Information”) that will allow us to identify you/your entity. If we request, you must provide valid documentation (e.g., formation documents, government-issued IDs for personnel). We may request additional information or documentation as necessary to verify identity. You authorize us to make any inquiries, directly or through third-party service providers, we deem necessary to validate identity and perform ongoing monitoring. Failure to provide accurate information or pass verification may result in immediate suspension or termination.

2.4 Account Responsibilities: You are solely responsible for maintaining the security and confidentiality of your User Account credentials (passwords, API keys, private keys), for restricting access, and for all activities that occur under your User Account(s). If you have reason to believe that your User Account is no longer secure, you agree to immediately notify us at [[email protected]].

3. UPTIME, ISSUE MANAGEMENT AND CARGOBILL RIGHTS

3.1 Uptime & Issue Management: The Service will be designed and managed to a reasonable uptime expectation. Your access to and use of any of our Services may be interrupted from time to time for maintenance, repair, updates, or other actions that CargoBill, in its sole discretion, may elect to take. In no event will CargoBill be liable to you for any loss, cost, or damage that results from any scheduled or unscheduled downtime.

3.2 CargoBill Rights: We may alter the Site or Service at any time for any reason or no reason. We may suspend or terminate your User Account, delete any content or information you have provided, and/or prohibit you from using or accessing any portion of the Site or Service for any reason or no reason, including violation of this Agreement, in our sole discretion, potentially without prior notice, subject to the termination provisions herein.