EULA

TOQIO FINTECH PLATFORM SERVICES – End User Licence Agreement (“EULA”)

IMPORTANT: DO NOT ACCESS, INSTALL OR USE THE TOQIO FINTECH PLATFORM OR SERVICES UNTIL YOU HAVE READ AND AGREED TO THE TERMS OF THIS EULA.

This EULA is provided to you by: NAME, with address in ADDRESS and Company Number [companyNumber]
(the “Supplier”). The Supplier provides a service which [INSERT DETAILS] and which is accessed by the End
User using the Toqio Platform as defined below (“Supplier Services”).

BY CHECKING THE ACCEPTANCE BOX AND OTHERWISE USING SUPPLIER SERVICES AND THE TOQIO FINTECH PLATFORM AND SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU ACCEPT THESE TERMS AND CONDITIONS ON BEHALF OF ANY EMPLOYER OR BUSINESS ENTITY, SUCH ENTITY IS THE CUSTOMER AND YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORISED TO LEGALLY BIND SUCH ENTITY TO THIS EULA.

This EULA constitutes a legally binding contract between the End User and the Supplier and regulates the
access and use of the Supplier’s platform made available to you as a customer (“End User” or “You”) which is required and used for the provision of the Supplier Services and the Fintech Services (as defined below) to You. The End User agrees that the use of this platform (“Platform”), an integrated cloud computing solution for providing fintech services (the “Fintech Services”), is strictly subject to the terms and conditions of this EULA. The developer and provider of the Platform is Toqio Fintech Limited, a company registered in England and
Wales with corporate address at Harwood House, 43, Harwood Road, London, United Kingdom, SW6 4QP
(“Toqio”). Toqio provides the Platform to the End User by virtue of this contractual relationship between Toqio and the Supplier.

END USER LICENCE

Conditions of the licence and the use of the Platform.

Subject to the End User’s compliance at all times with all the terms and conditions of this EULA, the End User is
entitled to access the Platform on a non-exclusive, non-transferable and non-sublicensable basis, only as end
user and in connection with the Supplier’s Services.

The licence includes access to various services (“Service Tools”), provided by Toqio via the Platform on a case-by-case basis in accordance with its agreement with the Supplier:

i. Platform materials: visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organisation, compilation of the content, code, data, and all other elements of the Platform.
ii. Guidelines: additional guidelines or rules applicable to specific features, applications, products, or services which may be posted from time to time on the Platform.
iii. Software, computer programs and applications provided by Toqio within or in conjunction with the Platform (“Software”).
iv. Content: in general, any data and information available through or contained within the structure of its Platform, the Platform materials, guidelines, or whatsoever, articles, documents, brochures, presentations, pictures, images, audio-visual works, other informational materials and any comments.

In order to use the Platform and the Service Tools, the End User must ensure that its network and systems comply with the Platform and each Service Tool specifications.

The End User shall not:

i. Make any use of or perform any acts with respect to the Service Tools other than as expressly permitted in accordance with the terms and conditions of this EULA.
ii. Lease, loan, sell, resell, transfer, assign, distribute, display, disclose, sublicense or otherwise commercially exploit the access to the Platform or the Service Tools.
iii. Access, store, distribute or transmit any viruses, worms or malware, or any material on the course of its use of the Service Tools that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive; (b) facilitates illegal activities; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory; or in a manner that (f) is otherwise illegal or causes damage or injury to any person or property.
iv. Make modifications to the source code or metadata provided by Toqio or otherwise to the Service Tools, and particularly the Software, including, but not limited to, the creation of any new applications, programs, interfaces, alternative user interfaces, the extension of the Software’s data structures, or any other changes to the Service Tools.

Either the Supplier or Toqio may immediately disable any End User’s access to the Platform or any of the
Service Tools if the End User breaches any of the provisions of this section.

PROVISION OF FINTECH SERVICES THROUGH THE PLATFORM

The Fintech Services provided through the Platform will be provided in accordance with Annex I.

CHARGES AND PAYMENT

The use of the Platform by the End User and the Fintech Services provided through it may be subject to usage
and transaction fees (the “Fees”) as set forth in Annex II.

END USER DATA

“End User Data” means files (documents of any kind, including images, receipts, invoices, transactions,
additional users, text files, etc.) and any other digital data and information which is used to provide the Fintech
Services or otherwise uploaded into or communicated to the Platform by the End User, including the specific
accounts, transactions, and other data associated with the End User.

If the End User uploads End User Data to the Platform, the End User represents and warrants that it complies
with the applicable laws and the provisions of this EULA.

All rights, title and interest in and to the End User Data uploaded to the Platform belong to the End User,
without prejudice to Toqio’s rights to use the End User Data as set forth in this EULA.

No warranty.

Toqio does not provide any warranty in connection with the End User Data.

Toqio does not warrant any accuracy with respect to the End User Data which is processed by or uploaded to
the Platform. The End User is responsible for ensuring the accuracy of the End User Data before transmitting,
submitting, processing or uploading it to the Platform. Neither Toqio, nor the Supplier are responsible for the
results of output of the Fintech Services which is based on and reliant upon the End User Data.

When processing or uploading End User Data to the Platform, the Platform will automatically generate a code
for each piece of End User Data, determining the exact date and time when the End User Data was processed
or uploaded. Neither the Supplier nor Toqio warrant that the contents and the legal implications of the End
User Data processed or uploaded to the Platform have been reviewed or verified. Such code does not entail
the assumption of any liabilities by the Supplier or Toqio with regard to that document.

The End User acknowledges that the Platform is hosted in the cloud and that Toqio cannot provide any
warranty as to uptime and that, in the event of any loss or damage to End User Data, the End User's sole and exclusive remedy will be to request the Supplier that Toqio uses reasonable commercial endeavours to restore any lost or damaged End User Data from the latest back-up of such End User Data. Neither the Supplier nor Toqio are liable for any loss, destruction, alteration or disclosure of End User Data caused by any third party.

Unlawful End User Data.

When transmitting, submitting, processing or uploading the End User Data to the Platform, neither the
Supplier nor Toqio have any obligation of pre-screening, monitoring or filtering any End User Data. However, if
any End User Data or any actions of an End User regarding the Platform are unlawful, immoral, breach the
terms of this EULA or might affect the provision of the Fintech Services or performance of the Platform, the
Supplier or Toqio may:

i. notify the End User of such unlawful End User Data;
ii. suspend the provision of the Fintech Services and deny the End User inclusion in the Platform, or keep the End User Data duly blocked until a proper response supported by adequate means of evidence is received from the Supplier (or the End User through the Supplier);
iii. demand that the End User brings the unlawful End User Data into compliance with the applicable laws and with this EULA; and/or
iv. remove the unlawful End User Data from the Platform.

DATA PROCESSING and PCI COMPLIANCE

Personal Data (sub)processing.

For the provision of the Fintech Services, Toqio may access and process the personal data contained in the End
User Data which is transmitted, submitted or uploaded to the Platform (“Personal Data”). Supplier and Toqio
confirm and undertake that these processing activities will be in compliance with the applicable laws on data
protection, and particularly, with the EU General Data Protection Regulations 2016/679 (“GDPR”), the UK Data Protection Act 2018 and the Organic Act 3/2018, of December 5, on Personal Data Protection and guarantee of digital rights.

The Supplier is the data controller and shall provide all necessary information and obtain all necessary
consents from the End User for the processing of personal data for the Supplier Services and for the use of the
Platform. Toqio will be a data processor acting on its behalf.

By means of this EULA, the End User authorises the Supplier and Toqio to have access and process the
Personal Data via the Platform and for the provision of the Fintech Services.

The processing of Personal Data carried out by the Supplier and Toqio, includes the following activities:

i. Managing the creation of the End User account in the Platform, giving responses and technical support to the End User’s requests of information concerning the Fintech Services, the Platform or the Service Tools.
ii. Checking the End User identity in the Platform prior to the approval of concrete financial transactions or the engagement in credit products, or other Fintech Services. Such identity check will also be helpful to protect the End User against fraud and money laundering practices, and to confirm its eligibility for taking the Fintech Services.
iii. Managing End User payments due to its subscription for using the Platform or, generally, the Service Tools, and for taking the Fintech Services. Particularly, the management of payments extends to the execution of End User payments, the management of the Fees and other fees, charges, costs, interests and whatsoever amounts derived from each End User subscription, as well as collecting and recovering such amounts.
iv. Managing the End User income and expense portfolio and savings, for understanding the End User’s financial circumstances, its credit and repayment histories as well as how it deals with financial risks. These processing activities also include management of End User’s Personal Data for anticipating and “predicting” its liquidity needs according to its profile.
v. Managing the End User’s business insights, by means of monitoring how it commercially operates, the position it occupies in the economic scenario, and analysing its financial position, capabilities, corporate governance, compliance governance and audit mechanisms.
vi. Connecting the End User to any core banking platform, e-money platform, payment platform, or any other technologies that enable banking and payments. Moreover, these processing activities extend to associating End User’s Personal Data to companies or entities legally, contractually linked to it or bound by any economic interdependence relationship. Where applicable, personal data of “silent parties” (personal data concerning a data subject that is not the End User, but whose personal data are processed for the performance of the services under this EULA) will be processed on the basis of the legitimate interest of the Supplier and Toqio and the legitimate interest of the End User in strict compliance with the “Guidelines 6/2020 on the interplay of the Second Payment Services Directive and the GDPR” of the European Data Protection Board, as well as the guidelines or rules replacing or supplementing them.

The End User acknowledges that the processing activities carried out by the Supplier and Toqio may be the
object of changes or modifications. Consequently, the End User authorises the modification of this EULA so to
reflect the processing activities applicable to the Personal Data. The eventual changes or modifications will be
considered an integral part of the EULA.

The Supplier and Toqio may process the following types of Personal Data:

i. Contact and identification. Name, surname, post address, email address, national identification document, passport, driving licences, mobile number, birth certificate, photograph, information publicly available on the internet, credit reference or fraud protection agencies, signature, e- signature, financial data and job title.
ii. Transactions and contracts. Payments, amounts, beneficiary details, concepts, account number, credit and debit cards and the details therein, categorization and movements data, currencies, exchange rates, bank statements, KYB and KYC forms, transfers, name of payers, name of payees’, and accounting related categories of Personal Data.
iii. Other End User Data. IP address, internet connection data, usage of the Platform’s products and services, preferences when using the Platform or receiving the Fintech Services, details of the device the End User uses for accessing the Platform (e.g., phone, tablet or computer), Platform registration details (e.g., username and password), other log-in information, browsers type and versions, operating system of the End User’s device, IMEI codes, mobile network information, address book, pictures, videos, and friends’ lists from social media networks.

The Supplier and Toqio will comply with the following provisions:

i. maintain confidentiality of the End User data and only use that data for the purposes of providing the Fintech Services through the Platform as set out in this EULA;
ii. process the Personal Data on behalf of and in accordance with the consent and notification provided by the End User. If at any time, any of them considers that a End User instruction may infringe the applicable laws on data protection, they will inform the End User;
iii. keep a record of processing activities that contains the references and requirements established in the applicable laws on data protection, and make it available to the End User upon reasonable request;
iv. ensure that access is limited to employees who need to know/access the relevant Personal Data and ensure they are bound by confidentiality obligations to keep the Personal Data confidential;
v. implement appropriate technical and organisational measures to ensure a level of security appropriate for the risk derived from each specific data processing, considering the state of the art, the costs of implementation, the nature, scope and purposes of the processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons;
vi. ensure compliance with the Payment Card Industry Data Security Standards (PCI DSS), including, responsibility for the security of any cardholder data (being, in respect of any End User, its full Primary Account Number (PAN) or its full PAN along with any of the following elements: cardholder name, expiration date, service code and sensitive authentication data, “Cardholder Data”) that it possesses or stores, processes or transmits (in the case of Toqio) on the Supplier’s behalf or (in the case of Supplier) your behalf (as applicable), and to the extent that Toqio or Supplier, as applicable, could impact the security of any Cardholder Data;
vii. notify the End User before the processing, unless prohibited from doing so for important reasons of public interest, where they need to transfer the Personal Data to a country located outside the European Economic Area due to the correct provision of the Fintech Services (e.g., processing activities related to storage of Personal Data);
viii. collaborate with the End User in guaranteeing data subject’s rights;
ix. notify the End User as soon as possible of any personal data breach of which they may be aware;
x. if during the term of the provision of the Fintech Services, the End User must perform a data protection impact assessment, including, where appropriate, prior consultation with the supervisory authority, provide reasonable assistance to the End User, considering the nature of the processing activities and the information available at a given time;
xi. upon termination of the provision of the Fintech Services for any reason, the Supplier and Toqio shall delete the Personal Data processed, or return it to the End User or to whom the latter names, and destroy any copies of the data so that the Personal Data are irretrievable, within one month of the termination date, unless the applicable laws impose on Supplier and Toqio obligations to retain the Personal Data for a different period; and
xii. allow for audits related to the processing of Personal Data with at least 72 hours prior notice, interfering as little as possible in the normal course of Supplier and Toqio’s business activities.

The End User must comply with the following obligations:

i. give consent and instructions to the data processing through the Platform, on the terms specified in this EULA;
ii. fulfil the obligations that the applicable laws on data protection in force at any time impose on the End User;
iii. promptly react to any notifications received from the Supplier and Toqio about the data processing, including notifications relating to security breaches and instructions given by the End User that in Supplier and Toqio’s opinion, infringe the applicable laws on data protection;
iv. carry out, where applicable, the data protection impact assessment required by the applicable laws on data protection and comply with whatsoever other obligation under any applicable laws on data protection; and
v. communicate as soon as possible any changes in the Personal Data that motivate the adoption of different or additional security measures.

Subcontractors.

The Supplier and Toqio are expressly authorised to subcontract other companies for the correct execution of
its obligations under this EULA.

The Supplier and Toqio are expressly authorised to share the Personal Data with those other subcontractors,
as required to provide the Fintech Services. The Supplier and Toqio must enter into a data processing
agreement by virtue of which the subcontractors must assume the same data protection obligations in respect
of the Personal Data as the ones set forth in this EULA. At the time of entering into this EULA, Toqio has
appointed the subcontractors listed in Annex III.

The End User acknowledges that the Supplier and Toqio may rely on subcontractors which are located in
countries outside the European Economic Area. In this regard, the Supplier and Toqio will observe and comply
with the requirements set out in the applicable laws on data protection in force at the time of performing the
data transfer, and will implement the security measures, technical and organisational measures to ensure
compliance with them (including, among others, the subscription of standard contractual clauses with the
subcontractors).

Ancillary uses of the End User Data (including Personal Data).

The Fintech Services and the Platform are based on technology and statistical information owned by Toqio, that leverages the End User input and delivers relevant financial information and analysis.

The End User accepts and agrees to the following uses of the End User Data:

i. When using the Platform, the End User Data may be used to optimise and improve the Platform or, generally, the Service Tools.

These uses may include, but are not limited to:

a. business management activities;
b. improvement of the coordination with the End User and its commercial activities;
c. improvement of the efficiency of the Platform or, generally, the Service Tools;
d. evaluating, testing and developing new solutions to the Fintech Services; and
e. understanding how the End User uses the Platform or, generally, the Service Tools, as well as its preferences.
ii. The End User Data may be anonymized or aggregated to contribute to Toqio’s statistical information.

These uses may include, but are not limited to:

a. contributing to Toqio’s market intelligence, statistical analysis, and reports on trends;
b. understanding how the End User benefits from taking the Fintech Services;
c. understanding the implications of the Fintech Services in the market; and
d. nourishing the algorithm of the Software integrated within the Service Tools contributing to Toqio’s “know-how”.
iii. The End User Data may be used for the purposes of sending electronic commercial communications to the End User related to the Fintech Services and the Service Tools, provided either by Toqio or by third parties, which may be of the End User’s interest.

These uses may include, but are not limited to the performance of “cross-selling” activities, that is,
sending commercial communications concerning additional products and financial services to the
existing Fintech Services, or interacting with the End User while it is using the Platform in order to
receive or benefit from such additional products and financial services. Those additional products or
services may be provided by Toqio or by third parties.

The End User Data may be used for the purposes of creating a profile of the End User within the scope
of the Fintech Services for the management of the correct performance of the Fintech Services, and
for achieving a greater personalization degree so to raise the End User’s interest on the financial
alternatives which may be offered and ensure that they match the End User preferences. The creation
of such profiles will not lead to automated decision-making activities concerning the Personal Data of
data subjects.

The End User understands those uses and by checking the boxes at the end of this EULA agrees to them.

General.

Each party shall comply with the applicable laws on data protection in force at any given time, in relation to
the processing of Personal Data to which the Supplier and Toqio have access in the provision of the Fintech
Services and for the Platform. The End User hereby represents and warrants that it complies with the
applicable laws on data protection and is entitled to upload into or otherwise communicate to the Platform
the End User Data in general, and the Personal Data in particular, in accordance with this EULA. The End User
must ensure that the relevant individuals and third-parties have been informed of, and, if applicable, have
given their consent to such use, processing, and transfer as required by the applicable laws on data protection.

INTEGRATION OF THIRD-PARTY SERVICES IN THE PLATFORM

The Platform may integrate, enable or assist the End User to access third party services. Those third parties
may be either other service providers selected by the Supplier to render services to the ultimate benefit of the
End User (“Other Providers hired by the Supplier”) or, in some cases, service providers selected directly by the End User (“Other Providers hired by the End User”).

Other Providers hired by the Supplier.

The Platform allows connections to a wide range of financial products and services including core banking,
cards, accounting, insurance, FX, lending, payment, KYC and KYB, amongst others.

Albeit provided through or integrated with the Platform, each Other Provider hired by the Supplier is solely
responsible vis-à-vis the Supplier and ultimately the End User for its own service. Toqio will devote reasonable
commercial efforts to ensure that those services are provided seamlessly through the Platform, but assumes
no liability for them or for errors, interruptions, discontinuances, suspensions or other type of unavailability of
those services or the Platform resulting or derived from those services.

Likewise, the Platform may connect with content, products or services from Other Providers hired by the
Supplier via their websites. Access and use of that content, products or services is carried out at the End User’s
own risk and convenience and may be subject to additional terms and conditions, rules and regulations.

Toqio does not make any representation or commitment, endorse, or assume any liability or obligation
whatsoever in relation to the content, information, materials, products, services or transactions the End User
enters into with Other Providers hired by the Supplier.

From a personal data processing perspective, the Other Providers hired by the Supplier will be subcontractors
acting on behalf of the Supplier, and Toqio is expressly authorised to share the End User Data, including the
Personal Data, with those other subcontractors, as requested by End User (or the Supplier) as part of the
provision of the Supplier Services.

Other Providers hired by the End User.

The Platform allows connections via API with third-party accounting and ERP solutions (e.g., Xero, SAGE).

Toqio will devote reasonable commercial efforts to ensure that the services provided by Other Providers hired
by the End User are connected through the Platform, but assumes no liability for them or for errors,
interruptions, discontinuances, suspensions or other type of unavailability of those services or the Platform
resulting or derived from those services.

From a personal data processing perspective, the Other Providers hired by the End User will be contractors
acting on behalf of the End User, and therefore processors of the Personal Data. Toqio is expressly authorised
to share the End User Data, including the Personal Data, with those Other Providers hired by the End User, as
requested by the End User.

CONFIDENTIALITY

The End User and the Supplier agree to keep confidential the terms of this EULA, the content of the Platform
and the Service Tools, as well as any other information provided as a result of this EULA which should in good
faith be considered confidential (“Confidential Information”). The End User Data (including Personal Data) will also be Confidential Information, without prejudice to Toqio’s rights to use the End User Data as set out in this EULA.

The receiving party may not disclose any aspect of the Confidential Information to any person, entity, body or
institution without the disclosing party’s consent, and may not use it for any purpose other than in connection
with the Platform and the provision of the Fintech Services as set out in this EULA.

A party’s Confidential Information shall not include information that:

i. is or becomes publicly known other than through any act or omission of the receiving party;
ii. was in the other party’s lawful possession before the disclosure;
iii. is lawfully disclosed to the receiving party by a third-party without restriction on disclosure;
iv. is independently developed by the receiving party, whose independent development can be shown by written evidence; or
v. is required to be disclosed by law, required by any court of competent jurisdiction or by any regulatory or administrative body.

In the event that the receiving party is required by law to disclose all or part of the Confidential Information:

a. the receiving party required to make that disclosure will notify the disclosing party in writing as soon as possible and before disclosing or delivering the Confidential Information, unless required by a competent authority not to do so, enclosing copies of the relevant documents and information, so that the disclosing party may adopt the measures it considers appropriate to safeguard its rights and the Confidential Information; and
b. the disclosing party will determine the content of the Confidential Information required to be disclosed by law, unless it has already been determined by the competent authority requiring the receiving party to disclose the information.

INTELLECTUAL PROPERTY RIGHTS

The Platform, the Service Tools, and particularly the Software, and all title, rights and interest, especially,
without limitation, any intellectual property rights embodied therein are the sole and exclusive property of
Toqio or its licensors. Except as permitted in this EULA, the End User is not entitled to copy, modify, duplicate,
create derivative works from, frame, mirror, republish, download, display, transmit, distribute or communicate
to the public (including making available to the public) all or any part of them in any means, support, form or
media, or attempt to decompile, disassemble, reverse engineer or otherwise reduce to human perceivable
form all or any part of the Software or the rest of the Service Tools.

The End User may not copy the printed materials accompanying the Platform or the Service Tools, nor print
copies of any of them if provided in an electronic form.

Ownership of the results.

All rights, title and interest in and to the result of the Fintech Services (“Results”), including the intellectual
property rights that may derive from them, belong to Toqio. Toqio’s rights do not extend to the End User Data
that may be included as part of the Results.

Subject to the Supplier and the End User’s compliance at all times with the terms of this EULA, Toqio will grant
the End User and the Supplier a non-exclusive, non-transferrable, non-sublicensable right to use the Results
exclusively for their internal, non-commercial uses.

LIMITATION OF LIABILITY

THE PLATFORM AND THE SERVICE TOOLS ARE PROVIDED TO THE END USER ON AN “AS IS” BASIS. ALL
WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER EXPRESSED OR IMPLIED GUARANTEES OF ANY KIND WHATSOEVER RESULTING FROM THE APPLICABLE LAWS ARE EXCLUDED FROM THIS EULA TO THE FULLEST EXTENT PERMITTED.

EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THIS EULA, TO THE MAXIMUM EXTENT LEGALLY
PERMITTED THE END USER ASSUMES SOLE RESPONSIBILITY FOR THE APPLICATION OF THE RESULTS OBTAINED FROM THE EXECUTION OF THE FINTECH SERVICES AND FROM THE USE OF THE PLATFORM AND OTHER SERVICE TOOLS, AND THE DECISIONS MADE BY THE END USER BASED ON THOSE RESULTS.

TOQIO DOES NOT EXCLUDE OR LIMIT IN ANY WAY LIABILITY TO THE END USER WHERE IT WOULD BE
UNLAWFUL TO DO SO. THIS INCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY TOQIO’S
NEGLIGENCE OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

TOQIO SHALL NOT BE LIABLE FOR THE ACTIONS OF THE SUPPLIER, ANY THIRD PARTY SUPPLIERS OR IN
CONNECTION WITH THE USE OF APPLICATION OR OF ANY RESULTS BY THE END USER.

TO THE MAXIMUM EXTENT LEGALLY PERMITTED, TOQIO’S MAXIMUM LIABILITY FOR ANY LOSS, DAMAGE OR
CLAIMS CAUSED BY THE PROVISION OF THE PLATFORM, THE FINTECH SERVICES OR ANY ACTIONS OR DEFAULT OF TOQIO OR ITS LICENSORS TO THE END USER, TO THE SUPPLIER OR TO ANY THIRD PARTY SHALL BE LIMITED TO A MAXIMUM AGGREGATE AMOUNT OF THE FEES PAID BY THE END USER TO THE SUPPLIER FOR THE PLATFORM AND THE FINTECH SERVICES IN THE 12 MONTHS PERIOD PRIOR TO ANY DEFAULT OR MATTER WHICH IS THE SUBJECT OF A CLAIM.

TO THE MAXIMUM EXTENT LEGALLY PERMITTED, THE SUPPLIER, TOQIO AND ITS LICENSORS WILL NOT BE HELD LIABLE:

i. IF THE PLATFORM OR SERVICE TOOLS, PARTICULARLY, THE SOFTWARE, ARE NOT USED IN ACCORDANCE WITH THE SUPPLIER’S EXPRESS INSTRUCTIONS OR AS DICTATED IN THE PLATFORM;
ii. IF THE SOFTWARE IS USED IN CONJUNCTION WITH ANY THIRD-PARTY SOFTWARE FOR WHICH THE
END USER LACKS SUFFICIENT RIGHTS FROM THE THIRD-PARTY OWNER FOR SUCH USE;
iii. IF THE END USER KEEPS ON USING THE PLATFORM OR ANY SERVICE TOOLS AFTER NOTICE FROM THE
SUPPLIER OR TOQIO OF THE EXISTENCE OF AN ALLEGED OR ACTUAL INFRINGEMENT OF THIRD-PARTY
RIGHTS;
iv. FOR ANY CONSEQUENCES RESULTING FROM ANY ERROR, INTERRUPTION, DISCONTINUANCE,
SUSPENSION OR OTHER TYPE OF UNAVAILABILITY OF THE PLATFORM OR THE SERVICE TOOLS;
v. FOR ANY CONSEQUENCES RESULTING FROM THE END USER’S USE OF THIRD-PARTIES’ WEBSITES OR
BROWSERS OTHER THAN THOSE ACCEPTED AND SUPPORTED BY THE PLATFORM; OR
vi. FOR ANY CONSEQUENCES ARISING FROM ANY END USER ACTIVITY CONTRARY TO THE RIGHTS AND
OBLIGATIONS OF THIS EULA.

TERMINATION RIGHTS

The Supplier (or, given the case, Toqio through the Supplier) may suspend the Fintech Services, in whole or in
part, or terminate this EULA immediately if you commit a material or persistent breach of this EULA which you
fail to remedy (if remediable) within 14 calendar days after the service of written notice requiring you to do so.
Your right to access and use the Platform will cease immediately in such scenarios. The right to use the
Platform will also cease with immediate effect if the agreement between the End User and the Supplier
governing the provision of Supplier services via Platform is terminated. You may cease using the Platform at
any time, although you will not be entitled to any refund or repayment of charges due.

On termination of your right to use the Platform:

i. the End User must stop using, return and make no further use of the Platform or, generally, the Service Tools, as well as any equipment, property and other items it has gained access to by means of taking the Fintech Services, as well as the Confidential Information belonging to the Supplier or Toqio; and
ii. the End User must pay any pending Fees or amounts owed to the Supplier under this EULA, including those corresponding to the next calendar month following the receipt of the notice of termination.

The Supplier (or, given the case, Toqio through the Supplier) may have the right to suspend access to all or any
part of the Platform, other Service Tools, or the execution of the Fintech Services, including removing content,
at any time for violation of this EULA or to protect the integrity, operability and security of the Fintech
Services, the Platform and the Service Tools, effective immediately, with or without notice. Unless prohibited
by law or legal process or to prevent imminent harm to the End User or any third party, the Supplier (or, in
certain situations, Toqio) will typically provide notice on or before such suspension. This suspension, using
good faith, will be tailored as needed to preserve the integrity, operability, and security of the Fintech Services,
the Platform or, generally, the Service Tools.

MISCELLANEOUS

Modifications. This EULA may be amended from time to time by the Supplier. Amendments will be notified to the End User through the Platform and will be effective at the end of the next calendar month. If the End User
does not agree to the amendments, then the End User shall cease all use of the Platform. If the End User keeps
on using the Platform and the Service Tools, as well as receiving the Fintech Services without giving the
Supplier a proper termination notice, it will mean that it accepts the amendments. For the avoidance of doubt,
no amendments may be imposed on Toqio without its prior, express, and written consent.

Headings. The headings used in this EULA are for reference purposes only and will not affect its interpretation nor the interpretation of its clauses.

Severance. In case any of the provisions contained in this EULA is held to be wholly or in part illegal, invalid or unenforceable in any respect, such illegality, invalidity or unenforceability would not affect the other
provisions of this EULA, and this EULA would be construed as if such illegal, invalid or unenforceable provision had never been contained herein. The illegal, invalid or unenforceable provision will be replaced by a valid and
enforceable provision which approximates as closely as possible the intent of the illegal, invalid or
unenforceable provision.

No waiver. Failure of the Supplier or Toqio to exercise or enforce any provision of or any of its rights under this EULA must not be deemed a waiver of future enforcement of that or any other provision or right.

Notices. Any notice given under or in connection with this EULA will be in writing and will be sent by email to the End User’s main email address (or such other email address as specified) or will be made digitally through
the Platform. Any notice should be deemed to have been received: (i) if sent by email, at 9.00 am on the next
calendar day after transmission; or (ii) if made through the Platform, on the next login of the End User.

Force Majeure. Neither the Supplier nor Toqio shall be in breach of this EULA nor liable for delay in
performing, or failure to perform, any of their obligations under this EULA if such delay or failure result from
events, circumstances or causes beyond its reasonable control. In such circumstances the affected party would
be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-
performance continues for 10-calendar days, the party not affected may terminate this EULA by giving a
written notice, in which case the termination will be effective at the end of the next calendar month following
the receipt of the notification.

Entire agreement. This EULA constitutes the complete and exclusive statement of the agreement between the Supplier, Toqio and the End User relating to the subject matter hereof and supersedes all prior agreements,
arrangements and understandings between the parties relating to that subject matter. Each of them
acknowledges that in entering into this EULA it has not relied on any representation, discussion, collateral
contract or other assurance except those expressly set out in this EULA. Each party waives all rights and
remedies which, but for this paragraph, might otherwise be available to it in respect of any such
representation, discussion, collateral contract or other assurance. As an exception, if a broader agreement
were already in place between the End User and the Supplier (the “Main Agreement”) of which the Fintech
Services provided under this EULA were an integral part, the Main Agreement will remain in force as agreed
therein, and in case of conflict, the provisions of this EULA will prevail in all that relates to the use of the
Platform or the Service Tools by the End User, except if the Main Agreement were more restrictive regarding
the permissible uses of the Platform or the Service Tools by the End User, in which case the more restrictive
provisions will apply. For the avoidance of doubt, Toqio is a third party to the Main Agreement and its
provisions, and shall not be held liable vis-à-vis the Supplier or the End User for uses of the Platform or the
Service Tools by the End User that are ruled by the provisions of the Main Agreement rather than by the ones
of this EULA.

Assignment. The End User may not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EULA.

Remedies. Except as expressly provided in this EULA, the rights and remedies provided under this EULA are in addition to, and not exclusive of, any rights or remedies provided by the applicable laws.

Language. This EULA is being entered into the English language. In the event of an inconsistency between the terms of the EULA and any translation thereof into other languages, the English version must prevail.

GOVERNING LAW AND JURISDICTION

This EULA and any dispute or claim arising out of or in connection with it or its subject matter or formation,
including non-contractual disputes or claims, must be governed by and construed in accordance with the laws
of England and Wales, excluding its conflict of laws principles.

The End User agrees that the Courts of London (United Kingdom) have exclusive jurisdiction to settle any
dispute or claim that arises out of it or in connection with this EULA or its subject matter or formation
(including non-contractual disputes or claims).

In the event the End User acts as a “consumer”, the End User may initiate any dispute or claim that arises
before the courts of his/her domicile or before those set forth in the applicable consumer laws. Under these
circumstances, the End User may also submit any dispute or claim arising out of or relating to this EULA to an
alternative dispute resolution (“ADR”) procedure. The list of ADR platforms made available by the European Commission can be found at the following hyperlink:
https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.chooseLanguage.