TERMS OF SERVICE

Last Updated: July 27, 2026

1. Introduction

These Terms of Service ("Terms" or "Agreement") govern your access to and use of the website, platform, and services provided by Eclipse Pay Inc. ("Eclipse Pay," "we," "us," or "our"), a corporation registered in the State of Colorado, United States, and licensed as a Money Services Business (MSB) under Colorado Division of Securities registration number 31000335734442 and Entity ID 20261852398.

Our principal office is located in Colorado, United States.

By accessing or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our services.

Eclipse Pay is a private platform. Access is restricted exclusively to High-Net-Worth Individuals ("HNWIs" or "Clients") who have been approved through our proprietary onboarding process. We are not a public exchange. We do not offer services to the general public.

2. Definitions

• "Services" means the stablecoin on-ramp, off-ramp, conversion, and settlement services provided by Eclipse Pay.
• "Stablecoin" means a digital asset or cryptocurrency pegged to a fiat currency, specifically USDC (USD Coin) and USDT (Tether), as supported by Eclipse Pay from time to time.
• "Fiat Currency" or "Fiat" means United States Dollars (USD), which is the only fiat currency currently supported.
• "On-Ramp" means the process of converting Fiat Currency (USD) into Stablecoin (USDC or USDT).
• "Off-Ramp" means the process of converting Stablecoin (USDC or USDT) into Fiat Currency (USD).
• "Client" or "You" means a High-Net-Worth Individual who has applied and been approved to use the Services.
• "Client Account" means the account established for the Client following successful onboarding and verification.
• "Authorized Representative" means any individual authorized by the Client to act on their behalf in connection with the Services, including but not limited to financial advisors, family office representatives, and attorneys acting under a duly executed power of attorney.
• "Transaction" means any on-ramp, off-ramp, or conversion instruction submitted by or on behalf of the Client.
• "HNWI" means a High-Net-Worth Individual, defined as an individual with a net worth exceeding USD $1,000,000 (excluding primary residence) or annual income exceeding USD $200,000 ($300,000 jointly with spouse), as verified during onboarding.
• "Relationship Manager" means a dedicated representative assigned to the Client to provide personalized service and support.
• "AML Program" means the Anti-Money Laundering program maintained by Eclipse Pay in accordance with applicable laws and regulations.
• "KYC" means Know Your Customer due diligence procedures.
• "Sanctions List" means the lists of sanctioned persons and entities maintained by OFAC, the United Nations, the European Union, and other relevant regulatory bodies.
• "Vulnerable Person" means an individual who may be at heightened risk of financial exploitation due to age, disability, cognitive impairment, or other circumstances that diminish their capacity to protect their own interests, including elderly persons.
• "Elder Financial Abuse" means the illegal, unauthorized, or improper use of an elderly person's funds, property, or assets, or the coercion or deception of an elderly person to gain control over their financial resources.

3. Eligibility and Access

3.1 Private Platform

Eclipse Pay is a private platform. Access to the Services is restricted to individuals who have been approved through our proprietary onboarding process. Eclipse Pay reserves the right to approve or reject any application at its sole discretion.

3.2 HNWI Eligibility

To be eligible for the Services, an individual must:

• Be a High-Net-Worth Individual as defined in Section 2
• Be a U.S. resident or U.S. citizen
• Be at least 18 years of age
• Successfully complete KYC verification, sanctions screening, and source of wealth verification
• Be approved by Eclipse Pay through its onboarding process

3.3 Prohibited Clients

We do not provide Services to:

• Individuals who are not HNWIs as defined herein
• Individuals listed on any Sanctions List
• Individuals engaged in prohibited or restricted activities (see Section 10)
• Individuals who fail to complete our onboarding and KYC verification
• Non-U.S. residents (except U.S. citizens residing abroad, subject to enhanced due diligence)
• Entities, corporations, trusts, or other non-natural persons (individuals only; Authorized Representatives may act on behalf of a Client but the Client must be a natural person)

3.4 No Public Exchange

Eclipse Pay is not a public cryptocurrency exchange. We do not offer order books, market-making, derivatives, leveraged trading, or speculative trading services. Our Services are limited to the conversion between USD and supported Stablecoins (USDC and USDT) for the personal wealth management needs of our Clients.

4. Account Registration and Onboarding

4.1 Application Process

To open a Client Account, you must complete our application process, which includes:

• Submitting accurate and complete personal information
• Completing KYC verification, including identity verification, address verification, and biometric verification via SumSub
• Providing documentation of net worth or income to verify HNWI status
• Completing source of wealth and source of funds verification
• Screening against Sanctions Lists and PEP (Politically Exposed Persons) databases
• Designating Authorized Representatives, if applicable (with supporting legal documentation such as a power of attorney)
• Agreeing to these Terms

4.2 Verification

Eclipse Pay reserves the right to verify all information provided during onboarding and ongoing operations. This may include:

• Identity verification via SumSub (document verification, liveness detection, biometric matching)
• Sanctions and PEP screening via SumSub
• Adverse media and risk assessments
• Source of funds and source of wealth verification
• Blockchain analytics on provided wallet addresses via Chainalysis
• Financial institution reference checks
• Enhanced due diligence for PEPs and high-risk Clients

4.3 Approval and Rejection

Eclipse Pay reserves the right to approve or reject any application in its sole discretion. We are not obligated to provide reasons for rejection.

4.4 Ongoing Due Diligence

We conduct ongoing due diligence on all Clients. You agree to provide updated information upon request, including changes to residency, financial circumstances, tax status, or Authorized Representatives.

5. Services

5.1 On-Ramp Services (USD to Stablecoin)

• Client instructs Eclipse Pay to convert USD to USDC or USDT
• Client transfers USD to the bank account designated by Eclipse Pay
• Eclipse Pay processes the conversion at the rate communicated at the time of the Transaction
• Stablecoin is delivered to the wallet address designated by the Client, subject to Chainalysis wallet risk screening

5.2 Off-Ramp Services (Stablecoin to USD)

• Client instructs Eclipse Pay to convert USDC or USDT to USD
• Client transfers Stablecoin to the wallet address designated by Eclipse Pay
• Eclipse Pay processes the conversion and disburses USD via same-day settlement to the U.S. bank account designated by the Client

5.3 Same-Day Settlement

• Eclipse Pay offers same-day USD settlement for off-ramp Transactions to U.S. bank accounts
• Same-day settlement is subject to:

- Receipt and confirmation of Stablecoin by Eclipse Pay before the published daily cutoff time

- Successful Chainalysis wallet risk screening

- Compliance review and approval

- Banking partner processing windows

• Same-day settlement is not guaranteed for Transactions flagged for compliance review

5.4 Conversion Rates and Fees

• Applicable conversion rates and fees will be communicated to the Client by their Relationship Manager or displayed at the time of the Transaction
• Rates are determined based on market conditions, Transaction size, and liquidity availability
• Eclipse Pay offers deep liquidity for large-block conversions with minimal slippage
• Fee schedules may be customized for individual Clients based on Transaction volume and relationship
• Eclipse Pay is not liable for changes in Stablecoin or USD value between the time of instruction and settlement

5.5 Supported Assets

• Fiat Currency: USD only
• Stablecoins: USDC and USDT only
• Eclipse Pay may add, remove, or suspend support for any Stablecoin without prior notice

5.6 Transaction Limits

We may impose minimum and maximum Transaction limits. These limits may vary by Client based on:

• Risk assessment and KYC verification level
• Transaction history and relationship tenure
• Liquidity availability
• Regulatory requirements

Minimum Transaction sizes may apply to reflect the HNWI nature of the platform.

6. Client Obligations

6.1 Accuracy of Information

The Client agrees to:

• Provide accurate, complete, and current information at all times
• Promptly notify Eclipse Pay of any material changes to their personal circumstances, residency, financial status, or Authorized Representatives
• Ensure that all Transaction instructions are accurate and complete

6.2 Compliance with Laws

The Client agrees to:

• Comply with all applicable U.S. federal and state laws and regulations
• Not use the Services for any illegal or prohibited purpose
• Ensure that all funds and Stablecoin provided to Eclipse Pay are derived from legitimate sources
• Report any cryptocurrency holdings and transactions as required by applicable tax laws
• Not use the Services to facilitate transactions on behalf of third parties who are not approved Clients

6.3 Security

The Client agrees to:

• Maintain the security of their Client Account credentials
• Use strong, unique passwords and enable two-factor authentication
• Promptly notify Eclipse Pay of any unauthorized access or suspicious activity
• Be responsible for all activities conducted through their Client Account
• Verify the identity of their Relationship Manager through established secure channels

6.4 Cooperation with Compliance

The Client agrees to:

• Respond promptly to any information requests from Eclipse Pay related to compliance, KYC, or AML
• Provide documentation supporting the source of funds for Transactions when requested
• Consent to ongoing monitoring of Transactions as described in Section 7
• Submit to enhanced due diligence if classified as high-risk or PEP

6.5 Protection of Vulnerable Persons

The Client agrees to:

• Not use the Services to facilitate Elder Financial Abuse or the financial exploitation of any Vulnerable Person
• Promptly notify Eclipse Pay if the Client suspects that any Transaction involves the exploitation of a Vulnerable Person
• Cooperate with Eclipse Pay's investigation of any suspected Elder Financial Abuse or exploitation of Vulnerable Persons

7. Compliance, AML, and Monitoring

7.1 AML Program

Eclipse Pay maintains a comprehensive AML Program in compliance with:

• The Bank Secrecy Act (BSA) and regulations of the United States
• FinCEN regulations and guidance for MSBs
• OFAC sanctions regulations
• Colorado Division of Securities MSB regulations
• Applicable U.S. state money transmitter laws

7.2 Transaction Monitoring

Eclipse Pay monitors all Transactions for suspicious activity, including:

• Potentially suspicious patterns or structuring, analyzed using Chainalysis blockchain analytics
• Transactions involving sanctioned jurisdictions, persons, or wallet addresses
• Transactions inconsistent with the Client's known wealth profile
• Transactions that may involve fraud, money laundering, or terrorist financing
• Transactions that may indicate Elder Financial Abuse or the exploitation of Vulnerable Persons
• Rapid in-and-out (pass-through) activity
• Transactions involving high-risk wallet addresses (mixers, dark markets, sanctioned entities)

7.3 Suspicious Activity Reporting

Eclipse Pay is obligated to file reports with relevant authorities, including:

• Suspicious Activity Reports (SARs) to FinCEN
• Reports to OFAC or other sanctions authorities where required
• Reports to adult protective services or law enforcement where Elder Financial Abuse is suspected

Eclipse Pay is prohibited from notifying the Client that a report has been or may be filed (this is known as "tipping off," which is a criminal offense).

7.4 Recordkeeping

Eclipse Pay maintains records of Transactions and Client information in accordance with U.S. regulatory requirements (minimum 5 years). Clients should also maintain their own records.

7.5 Compliance Holds and Account Suspensions

Eclipse Pay may, at any time and without prior notice:

• Place a hold on any Transaction
• Suspend or restrict a Client Account
• Freeze funds or Stablecoin
• Decline or reverse a Transaction
• Terminate the Client relationship

if we determine, in our sole discretion, that such action is necessary to comply with applicable laws, regulations, or our AML Program, or to protect against fraud, loss, liability, or the exploitation of Vulnerable Persons.

8. Privacy and Discretion

Eclipse Pay is committed to absolute privacy for our Clients. Our collection, use, and handling of Client information is described in our **Privacy Policy**, which is incorporated into these Terms by reference.

We do not publicly disclose Client identities, Transaction details, or account information except as required by law. Our commitment to discretion is balanced with our obligation to comply fully with U.S. regulatory requirements, including AML, sanctions, and tax reporting obligations.

9. Fees and Payment

9.1 Fees

The Client agrees to pay all applicable fees for the Services as set out in a separate fee schedule, service agreement, or as communicated by their Relationship Manager.

9.2 Taxes

The Client is responsible for any taxes applicable to their use of the Services, including capital gains taxes, income taxes, and any reporting obligations related to cryptocurrency transactions. Eclipse Pay may issue applicable tax forms (e.g., 1099 series) as required by law.

9.3 Late or Failed Transactions

If a Transaction fails due to insufficient funds, incorrect instructions, or other Client error, the Client may be charged additional fees and may be liable for any losses incurred by Eclipse Pay.

10. Prohibited and Restricted Activities

10.1 Prohibited Uses

The Client must not use the Services in connection with:

• Money laundering, terrorist financing, or sanctions violations
• Fraud, embezzlement, or theft
• Illicit drug trafficking, arms trafficking, or human trafficking
• Gambling or gaming (unless properly licensed)
• Ponzi schemes, pyramid schemes, or other fraudulent investment schemes
• Transactions with sanctioned persons, entities, or jurisdictions
• Child exploitation or any activity involving minors
• Counterfeiting or intellectual property infringement
• Elder Financial Abuse or the financial exploitation of Vulnerable Persons
• Use of privacy coins (e.g., Monero, Zcash) or mixers/tumblers to obfuscate transaction trails
• Use of the Services to facilitate transactions for non-approved third parties
• Any activity that violates applicable U.S. federal or state laws

10.2 Restricted Activities (Require Pre-Approval)

• Transactions involving entities or structures (e.g., family trusts, LLCs) where the beneficial ownership differs from the Client
• Use of the Services through an Authorized Representative acting under a power of attorney (subject to enhanced verification)
• Transactions involving wallet addresses associated with decentralized finance (DeFi) protocols
• Bridge and cross-chain transactions

10.3 Stablecoin-Specific Prohibitions

The Client must not:

• Use Stablecoin that the Client knows or has reason to believe is derived from illegal activity
• Attempt to use the Services to obfuscate the source of funds
• Engage in transactions designed to evade reporting or monitoring requirements
• Use the Services to convert Stablecoin received from mixer/tumbler services or from wallets flagged by Chainalysis as high-risk

11. Elder Financial Abuse and Vulnerable Person Protection

11.1 Eclipse Pay's Commitment

Eclipse Pay is committed to detecting, preventing, and reporting Elder Financial Abuse and the financial exploitation of Vulnerable Persons. Given that our Clients are HNWIs, we are particularly attentive to signs of undue influence, coercion, or exploitation by family members, caregivers, financial advisors, or other parties in a position of trust.

11.2 Detection Measures

Eclipse Pay implements the following measures:

• Monitoring Transaction patterns for indicators of exploitation (sudden changes in Transaction behavior, unusual Authorized Representatives, redirected funds)
• Blockchain analytics via Chainalysis to detect patterns consistent with exploitation
• Training compliance and Relationship Manager staff to identify red flags of Elder Financial Abuse
• Enhanced scrutiny of Transactions involving Authorized Representatives acting under powers of attorney

11.3 Reporting and Action

Where Eclipse Pay suspects Elder Financial Abuse:

• Hold or delay the affected Transaction
• Request additional information from the Client
• File SARs with FinCEN using the "Elder Financial Exploitation" category
• Report to appropriate state Adult Protective Services
• Refer to law enforcement where criminal activity is suspected
• Suspend or terminate the Client relationship where exploitation is confirmed

11.4 Client Responsibilities

The Client acknowledges their responsibility to ensure their own affairs are not being used to facilitate Elder Financial Abuse and shall:

• Report any suspected exploitation to Eclipse Pay and appropriate authorities
• Not authorize Representatives to act on their behalf where the Client suspects the Representative may exploit them
• Cooperate with Eclipse Pay's investigation of any suspected exploitation

12. Representations and Warranties

The Client represents and warrants that:

• They are a natural person at least 18 years of age
• They meet the HNWI eligibility criteria defined in Section 2
• All information provided to Eclipse Pay is accurate and complete
• Their use of the Services complies with all applicable U.S. laws
• The funds and Stablecoin they provide are derived from legitimate sources
• They will not use the Services for any prohibited or restricted purpose

Eclipse Pay provides the Services on an "as is" basis and disclaims all other warranties to the fullest extent permitted by law.

13. Limitation of Liability

13.1 General Limitation

To the maximum extent permitted by law, Eclipse Pay shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, loss of business, loss of revenue, or loss of data arising from or related to the use of the Services.

13.2 Liability Cap

Eclipse Pay's aggregate liability for any claim arising from these Terms or the Services shall not exceed the fees paid by the Client to Eclipse Pay in the three (3) months preceding the event giving rise to the claim.

13.3 Exclusions

The limitations in this Section do not apply to liability that cannot be limited under applicable law, including liability for gross negligence, willful misconduct, or fraud.

13.4 Stablecoin Risk Acknowledgment

The Client acknowledges that Stablecoins (USDC, USDT) are digital assets that carry inherent risks, including but not limited to de-pegging risk, smart contract risk, issuer risk, and regulatory risk. Eclipse Pay is not liable for losses arising from the failure, de-pegging, or insolvency of any Stablecoin issuer.

14. Indemnification

The Client agrees to indemnify and hold harmless Eclipse Pay, its officers, directors, employees, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including legal fees) arising from:

• The Client's use of the Services
• The Client's breach of these Terms
• The Client's violation of any applicable law or regulation
• Any inaccuracy in information provided by the Client
• The Client's facilitation of Elder Financial Abuse or exploitation of Vulnerable Persons
• Any third-party claim arising from a Transaction initiated by the Client

15. Intellectual Property

All content on the Eclipse Pay website and platform, including text, graphics, logos, and software, is the property of Eclipse Pay or its licensors and is protected by intellectual property laws.

16. Termination

16.1 Termination by Client

The Client may terminate their Client Account by providing written notice to Eclipse Pay, subject to completion of any pending Transactions.

16.2 Termination by Eclipse Pay

Eclipse Pay may terminate or suspend the Client Account at any time, with or without cause, including:

• If the Client breaches these Terms
• If required by law, regulation, or regulatory authority
• If the Client's activity triggers a compliance concern
• If the Client is found to be facilitating Elder Financial Abuse or exploitation of Vulnerable Persons
• If the Client no longer meets HNWI eligibility criteria
• At Eclipse Pay's sole discretion with reasonable notice

16.3 Effect of Termination

Upon termination:

• The Client must complete any pending Transactions
• Eclipse Pay will return any remaining USD or Stablecoin to the Client after deducting applicable fees and amounts owed
• Provisions that by their nature should survive shall survive termination

17. Dispute Resolution

17.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, United States, without regard to its conflict of law provisions.

17.2 Arbitration

Any dispute arising from these Terms or the Services shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in Denver, Colorado. The arbitrator's award shall be final and binding.

17.3 Class Action Waiver

All disputes shall be resolved on an individual basis. No class actions or representative actions are permitted.

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy and any service agreement, constitute the entire agreement between the parties.

18.2 Amendments

Eclipse Pay may amend these Terms at any time. We will notify Clients of material changes. Continued use of the Services after the effective date constitutes acceptance of the amended Terms.

18.3 Assignment

The Client may not assign these Terms without prior written consent. Eclipse Pay may assign these Terms to an affiliate or successor.

18.4 Severability

If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.

18.5 Force Majeure

Eclipse Pay shall not be liable for any failure or delay in performance due to events beyond its reasonable control, including natural disasters, regulatory actions, network failures, or blockchain disruptions.

18.6 No Waiver

Failure by Eclipse Pay to enforce any provision shall not constitute a waiver of that or any other provision.

19. Contact

For questions about these Terms, please contact:

Eclipse Pay Inc.

Colorado, United States

Entity ID: 20261852398

MSB Registration No.: 31000335734442

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These Terms of Service are provided as a draft for review by legal counsel and do not constitute legal advice. Please have qualified counsel review and customize this document before publication.