End User Agreement

Last updated: March 14, 2023

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This document is an agreement (“Agreement”) containing the terms and conditions that apply to the h.way SEND. By accepting and/or using this Service, you agree to be bound by the terms and conditions contained in this Agreement, which includes an Arbitration Provision in Section 14. The “Program Manager” for the h.way SEND is Leap Financial Inc. and the Customer Service telephone number is +TBD. “You” and “your” means the person or persons using the “Services” described in the body of this Agreement which means, collectively, our proprietary platform, including our website, web-based and mobile applications, chatbots, and other mediums, or portions of such mediums, through which you have accessed this End User Agreement (these “Terms”). “We,” “us,” “our,” mean LeapFinancial, and Leap Financial h.way, and “Bank” mean Metropolitan Commercial Bank, together with its successors and assigns. “Program Manager” means Leap Financial Inc., together with its successors and assigns.

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Leap Financial Inc. is not a licensed money transmitter. Leap Financial is the program manager for h.way who is not a Bank. MoneyTransfer services are provided by the Metropolitan Commercial Bank (Member FDIC). “Metropolitan Commercial Bank” and “Metropolitan” are registered trademarks of Metropolitan Commercial Bank ©2014.

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Please read these Terms carefully before using our Services. By using our Services or by clicking or tapping to accept or agree to these Terms when this option is made available to you, you accept and agree to these Terms, including our Privacy Policy and any other terms provided by us to you separately. If you do not agree with these Terms or any portion of these Terms (including any portion of our Privacy Policy), you must not access or use our Services.

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1. Overview of our Services.

Our services provide access to certain functions designed to simplify your financial transactions and payments and access to some regulated and not-regulated general and financial services. Each service provided has a scope and functionality that will evolve overtime. We aim to introduce new services or enhancements frequently. We will update this Agreement when necessary and let you know of any change that affects Fees or requires your acknowledgment through our available customer service channels.

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<span id="text-underline" class="underlined" style="text-decoration: underline; font-weight:500;">Send Abroad and Request from Abroad</span>

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Send / Request Service is an International Digital Remittance Service that enables you to send, transfer, request, fund requests, and give or receive funds to many countries in the world. A “Sender” is a user that uses our Services to send or transfer funds. A “Recipient” is an individual who receives funds or a benefit from a Sender through our Services. A “Transaction" or "Transfer” is a specific instruction to send or transfer funds through our Services. We have no responsibility for the actions of Recipients or for the subject of any transfers. We do not guarantee that a Sender or a Recipient can or will complete a transaction.

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a) The Send / Request Service is intended for our customers to send or request payments to, from, or for family and friends. We recommend you use the Service only to send or request money to or from people you know. You should never use the Service to send money to strangers or to send money to strangers. The money you send may not be recoverable. Beware that h.way never ask you to transfer money to anyone. Don’t transfer money because of an unexpected call or text, unless it comes from us.

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b) The Send and Request Service allows people to request, send and receive money in the US. A "Sender" is someone who uses the Service to send money. A "Recipient" is an individual who sends a money transfer request to a Sender or receives money from a Sender through the Service. All transactions are made in US Dollars.

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c) When you send money internationally to someone abroad for the first time, we will hold the funds until we contact the Recipient and collect deposit information. As soon as we collect the necessary information, the transaction will, in most cases, be executed in minutes, but if some cases may take hours, and when using debit cards or credit cards not certified for “fast funds” or when the bank of the recipient has “slow funds” processes that could take days.

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d) In some cases, the Recipient's accounts have limits on the amount they can receive. If the money you send gets rejected for this reason or any other, funds will be returned to your h.way account.

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e) You should only send money to 10 different Recipients in a 30-day period.

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f) Send Abroad is serving in the following Jurisdictions: Mexico, Guatemala, Dominican Republic, El Salvador, Honduras, Haiti, Jamaica, Colombia, Ecuador, Peru, Bermuda, Nicaragua, Brazil, Panama, Costa Rica, Guyana, Bolivia, Argentina, Belize, Barbados, Uruguay, Paraguay, Chile, and Puerto Rico. Other jurisdictions may be supported in the future and will be listed at the moment you use our services. Likewise, if any jurisdiction is unavailable, it is due to technological or regulatory limitations concerning the jurisdiction and not to a specific service condition.

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<span id="text-underline" class="underlined" style="text-decoration: underline; font-weight:500;">Payment Methods</span>

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You can deposit money to fund any Transfer using bank transfer (“ACH”), using a Debit and in some cases Credit Cards registered with us ("Stored Card"), and with Cash (“Cash Deposit”) provided by our Cash Deposit Networks.

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a) Cash Deposits. We are integrated with several retail networks, such as CVS, 7Eleven, Walgreens, Walmart, and many others trough Incomm Payments that is a trademark of e2Interactive Inc; properly licensed as a Money Service Business. From time to time we may increase the number of retail networks and stores. When you elect to pay our network, we will provide you with a one-time barcode to be used at the cash register to complete your deposit. Barcodes will expire 14 minutes after its generation, and you will be able to request new ones. Once you deposit, the retail network will issue a receipt that you should keep for your records. We will get notification of the deposit shortly after the deposit and process your transaction immediately.

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b) Stored Cards. Eligible Cards must be in your name. We will require you to use cards stored in your Mobile Wallet, with Google Pay, Apple Pay or Samsung Pay. Apple Pay is a trademark of Apple Inc. Samsung and Samsung Pay are trademarks or registered trademarks of Samsung Electronics Co., Ltd. Samsung Pay is available on select Samsung devices. Google Pay is a trademark of Google, LLC. For extra fraud protection we may require customers to complete an additional verification step with the card issuer when paying called 3D Secure (“3DS”). In this case we will direct you to an authentication page on your bank's website, to enter a password associated with the card or a code sent to your phone. All stored cards will be safeguarded following PCI standards and using a secure vault. Once a payment is completed we will process your transaction immediately.

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c) ACH. We provide a service that allow users to withdraw funds from their Bank Account, after a proof of account ownership enabled by Plaid. ACH transfers can take up to 3 days unless we offer you a Next Day or Same Day options that may incur in additional cost. In all cases we will send funds only when we confirm your payments.

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<span id="text-underline" class="underlined" style="text-decoration: underline; font-weight:500;">Fees</span>

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Fees for our Send / Request Service will be communicated to you prior to our acceptance of a transaction order by you. Your use of our Services is subject to your payment of the applicable fees. Fees for our Services may vary from time to time, but any changes in fees will not apply to any transactions for which you have received a confirmation from us. You will pay all fees incurred by you or on your behalf through our Services at the prices in effect when such charges are incurred, including any taxes applicable to your transactions.

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We will provide you with the definitive and all-inclusive price of our fees before you execute a transaction. The fees will be calculated based on the Payment Method used and the total amount of the transfer. The fees will always be expressed on the local currency of the country where the transaction is originated. Affiliate partners may charge additional fees and commissions that will always be disclosed to you prior to any transaction if we have access to such information.

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<span id="text-underline" class="underlined" style="text-decoration: underline; font-weight:500;">Exchange Rates</span>

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When you initiate a transaction, we will provide you with the Foreign Exchange Rate (“FX”). We use Exchange Rates provided by Visa and/or Mastercard services and may include a small markup to cover potential market fluctuations. We will not make profit on the Foreign Exchange used to send money. Before you execute a transaction we will always disclose the Exchange Rate used.

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<span id="text-underline" class="underlined" style="text-decoration: underline; font-weight:500;">Cancelation Policy</span>

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When you send money to anyone internationally, we usually use transfer methods that operate in near real-time. You will only be able to cancel a transaction before completion; in that case, the funds will be refunded to your h.way account. After the transaction is completed, we won’t be able to revert a transaction. If the funds cannot be delivered for reasons not attributable to errors with the transfer data (wrong mobile number, wrong contact information, etc.), we will refund you within 24 hours when possible and in no more than seven (7) business days.

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<span id="text-underline" class="underlined" style="text-decoration: underline; font-weight:500;">Limits</span>

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The following limitations are applicable to all users to prevent fraud and in some cases to comply with regulations. Our goal is to provide you with a balance of convenience and controls to prevent fraud for the safety of all parties.

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2. Your Use of Our Services

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3. Your Information & Security

a) You Must Maintain the Integrity of Your Information. To access or use certain Services, you may be required to provide us with information about you, which may be of a confidential nature and may include personally identifiable information, and Your Contact Information (as defined below, and collectively, “Your Information”). If you provide Your Information to us, then you agree to provide true, current, complete, and accurate information, and not to misrepresent your identity. You also agree to keep Your Information current and to update Your Information if any of Your Information changes. Our collection, use, and disclosure of Your Information are governed by these Terms, including the terms of our Privacy Policy.

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b) Your Contact Information. It is your responsibility to keep the information you provide to us to contact you (“Contact Information”) up to date so that we may communicate with you. You understand and agree that, if we attempt to communicate with you using your Contact Information but you do not receive the communication because your Contact Information on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive the communication for reasons outside of our control, we will be deemed to have provided you the communication effectively. To the extent your Contact Information includes an email address, please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add us to your email address book so that you will be able to view the communications we send to you via email.

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c) You Must Maintain the Security of Any Password or PIN Issued to You. If our Services require you to create, obtain or use a password or PIN to use certain portions of our Services, then it is your sole responsibility to maintain the security of that password or PIN. You acknowledge that your credentials, including your PIN and related account, are personal to you and agree not to provide any other person with access to our Services or portions of it using your username, password, PIN, or other security information. We will not be liable for any loss that you may suffer because of the authorized or unauthorized use of your password by a third party. If you suspect that your password or PIN has been compromised, you should change it immediately. We have the right to disable any username, password, or another identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our sole opinion, you have violated any provision of these Terms. To protect the integrity of your PIN and provide you with a certain level of security, our system establishes certain restrictions or validations to the creation of the PIN and during its use, which are informed to you at the time of creating or using it.

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d) You Must Notify Us of a Breach. You must immediately notify us of any unauthorized use of your credentials, any unauthorized use of any account that you may have with us, any violation of these Terms, or any other breach of security known to you in connection with our Services by sending an e-mail to us at h-way.help@nomas.cash or calling at TBD.

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4. Our Affiliates

To extend the reach of our services we partner with a network of Affiliates in the US and abroad. Affiliates are vetted by our compliance team, and we regularly audit their operations to insure adherence to our policies regarding customer information privacy, security, and compliance with financial regulations.

If you receive a request for money originated by any of our Affiliates you must make sure that the contact requesting funds is someone you know. Knowing your payees is entirely your responsibility. If you have a suspicions request, DO NOT fund the transaction, and contact us immediately by sending an e-mail to us at h-way.help@nomas.cash or calling at TBD.

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5. Licensing

a) App Services. Certain aspects of our Services may include access and other capabilities in connection with or otherwise relating to your mobile, your computer, or another internet-enabled device (collectively, “Apps”). By using our Apps, you: i) Acknowledge that these Terms are between you and us and not any other third-party; ii) agree not to use or manipulate our Apps on your device while driving or operating any vehicle or other machinery; iii) acknowledge that certain parts of our Apps may require phone service, data access or text messaging capability. Except as otherwise noted, carrier rates for phone, data, and text messaging will apply; and iv) acknowledge that we may, in our sole discretion and at any time, change, suspend, remove, or disable access to content or other materials comprising part of our Apps at any time without notice. In no event will we be liable for making these changes. We may also impose limits on the use or access of certain features or portions of our Apps, in any case without notice or liability.

Any Apps made available by us to you are licensed, not sold, to you. Your license to the Apps is subject to your prior acceptance of these Terms and you agree that these Terms will apply to the Apps that you license. We reserve all rights in and to any Apps not expressly granted to you under these Terms. However, have in mind that access to App stores (App Store, Google Play) is not part of the h.way service.

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b) Scope of License. The license granted to you for any App is a limited, non-exclusive, and non-transferable license to (i) access, download, install and use our Apps for your personal, non-commercial use on a single, compatible device that you own or control (“Device”), as permitted by these Terms and subject to any additional rules and restrictions imposed upon you by third parties, such as rules and restrictions imposed by your Device provider and your application store provider (“Third-Party Rules”); and (ii) access, stream, download and use on such Device our Apps, strictly in accordance with these Terms. For the avoidance of doubt, this license does not allow you to use any App on any Device that you do not own or control, and you may not distribute or make any App available over a network where it could be used by multiple devices at the same time.

Except as expressly permitted by this license and the Third-Party Rules, you may not rent, lease, lend, sell, transfer, redistribute or sublicense any App and, and if you sell or otherwise transfer your Device to a third-party, you must remove each App from the Device before doing so. You may not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify or create derivative works of any App, any Updates (as defined below), or any part of any App or Update (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing the use of any open-sourced components included in our Apps). Any attempt to do so is a violation of our rights and the rights of our licensors. If you breach this restriction, you may be subject to prosecution and damages.

The terms of this license will govern any Updates unless such Update is accompanied by a separate license in which case the terms of that license will govern.

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c) Termination. This license to use our Apps is effective until terminated by you or us. You may terminate this license by deleting the App and all copies of such an App from your device. We may terminate this license at any time for any or no reason without notice. Additionally, this license will terminate automatically without notice from us if you fail to comply with any term of these Terms. Upon termination of this license, you will cease all use of such App and destroy all copies, full or partial, of such App. Any termination of this license will not limit any of our rights or remedies available at law or in equity.

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d) Consent to Use of Data. You acknowledge that, when you download, install or use any App, we may collect and use (i) automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of the App; and (ii) technical data and related information that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the App. We may use this information to improve our Services or to provide other products, services, or technologies to you and as otherwise set forth in our Privacy Policy.

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e) Updates. We may, from time to time, in our sole discretion, develop and provide App updates, which may include upgrades, bug fixes, patches, and other error corrections or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any features or functionality. However, to the extent we provide any Updates, you must promptly download and install all Updates. The App or portions thereof may not properly operate should you fail to do so. You should also consider that some updates are correlated to the version of your cell phone's operating system, so not having the corresponding software could reduce or cancel the improvement, change, inclusion, or other that is part of the update.

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6. Our Intellectual Property Rights

Our Services and their entire contents, features, and functionality (including all information, text, software, displays, images, video, audio names, graphics, logos, page headers, button icons, scripts, and service names, and the design, selection and arrangement of the foregoing) are owned by us, our licensors or other providers of such material and are protected by the United States or international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. Our Services (including, without limitation, any App) are provided under license, and not sold, to you. You do not acquire any ownership interest in our Services by virtue of these Terms or your use thereof, or any other rights thereto other than to use our Services in accordance with the license granted (if any and as applicable), and subject to all terms, conditions, and restrictions, under these Terms. We and our licensors and service providers reserve and will retain our and their entire right, title, and interest in and to our Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.

You may not use our or any third-party proprietary marks available on the Services (“Proprietary Marks”) without our prior express written permission, which permission may be withheld at our sole discretion. We make no proprietary claim to any third-party names, trademarks, or service marks appearing on or within our Services. Any third-party names, trademarks, and service marks are the property of their respective owners.

You are solely responsible for any damages resulting from your infringement of our or any third party's intellectual property rights in connection with your use of our Services or any other harm incurred by us as a direct or indirect result of your copying, distributing, redistributing, transmitting, publishing, or using our Services (including any Proprietary Marks).

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7. Linking to Our Services & Social Media Features

You may link to our Services (as applicable), provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our prior written consent.

Additionally, our Services may provide certain social media features that enable you to Link from your own or certain third-party websites to certain content available on our Services; send e-mails or other communications with certain content, or link to certain content available on our Services; or cause limited portions of content on available on our Services to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as we provide, solely with respect to the content with which they are displayed, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not: a) Establish a link from any website that you do not own. b) Cause our Services or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking, or in-line linking, on any website, or c) otherwise take any action with respect to the materials on available on our Services that is inconsistent with any other provision of these Terms.

Any website from which you are linking or on which you make certain content accessible, must comply in all respects with our content standards, as determined from time to time by us, in our sole and absolute discretion. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice at our discretion.

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8. International

Our Services (including any App) may be subject to the United States export control laws, including the US Export Administration Act and its associated rules, restrictions, and regulations. You must not, directly, or indirectly, export, re-export or release any of our Services to or make any of our accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You must comply with all applicable laws, restrictions, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making any of our Services available outside of the United States.

Our Services are controlled, operated, and administered by us from our offices within the United States of America. We make no representations that our Services are permissible, appropriate, or available for use in other jurisdictions. If you access any of our Services from a location outside the United States, then you do so of your own volition and you are solely responsible for compliance with all laws, regulations, and rules (including local laws and any applicable United States export control laws). You must not use our Services in a manner prohibited by any applicable state, federal, international, or local laws, rules, restrictions, or regulations.

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9. Authorization to Contact You

By using our Services, you authorize us and our agents, representatives, and independent contractors to contact you at any email address or telephone number (including telephone numbers associated with mobile, cellular, wireless, or similar devices) you provide to us or from which you place a call to us, or any telephone number at which we reasonably believe we may reach you, using any means of communication, including calls or text messages using an automatic telephone dialing system or prerecorded messages, even if you incur charges for receiving such communications.

If you send an e-mail or other communications to us, you are communicating with us electronically, and consent to receive communications from us electronically. Although we may communicate with you by regular mail, we may also choose to communicate with you by e-mail or other communications or by posting notices on our Services. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing.

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9. Customer Care Service

We put at your disposal the following customer service channels:

Call Center: TBD

Website: www.nomas.cash

‍Support Articles and FAQs in the mobile app.

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11. No Representations or Warranties Regarding our Services

You agree that your use of our Services (including any Apps), and all information, content, materials, products, and services relating to our Services is at your sole risk. It is your sole responsibility to independently evaluate the accuracy, correctness, or completeness of our Services, and all information, content, materials, products, and services relating to our Services. OUR SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND SERVICES INCLUDED ON OR ASSOCIATED WITH OUR SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF OUR SERVICES (INCLUDING ANY APPS), OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS, OR SERVICES INCLUDED ON OR ASSOCIATED WITH OUR SERVICES, INCLUDING THEIR ACCURACY, CORRECTNESS, COMPLETENESS, SAFETY, RELIABILITY, TITLE, TIMELINESS, NON-INFRINGEMENT, MERCHANTABILITY, CONFORMITY OR FITNESS FOR A PARTICULAR PURPOSE.

Without limiting the foregoing, you acknowledge that we cannot guarantee the continuous operation of or access to our Services. You further acknowledge that the operation of and access to our Services may be interfered with because of technical issues or numerous actors outside of our control. We make no representation, warranty, or guarantee that our Services that may be available for downloading are free of infection from any viruses, worms, Trojan horses, trap doors, back doors, easter eggs, time bombs, cancelbots, or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer, device, data, programs, or other equipment or material due to your use of our Services or items obtained through our Services or to your downloading of any material posted on our Services or any links to our Services.

The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.

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12. Limitations on Our Liability

IN NO EVENT WILL WE (OR OUR AGENTS, REPRESENTATIVES, LICENSORS, VENDORS OR SUPPLIERS) BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD-PARTY FOR DAMAGES OF ANY KIND, WHETHER AS A RESULT, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE) OR OTHERWISE, FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR ANY PERSONAL OR BODILY INJURY, EMOTIONAL DISTRESS, INJURIES TO PROPERTY OR LOSS OF PROFIT, REVENUE OR BUSINESS, AS A DIRECT OR INDIRECT RESULT OF: (I) YOUR BREACH OR VIOLATION OF ANY TERM OR CONDITION OF THESE TERMS; (II) YOUR ACCESS AND USE OF OUR SERVICES (INCLUDING ANY APPS); (III) YOUR DELAY IN ACCESSING OR INABILITY TO ACCESS OR USE OUR SERVICES FOR ANY REASON; (IV) YOUR DOWNLOADING OR USE OF ANY APP; (V) YOUR RELIANCE UPON OR USE OF OUR SERVICES; (VI) ANY THIRD-PARTY’S USE OF OUR SERVICES ON YOUR BEHALF; (VII) THE BREACH OF OUR SECURITY AND UNAUTHORIZED DISCLOSURE OF YOUR INFORMATION; OR (VIII) ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED ON OR THROUGH OUR SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF OUR SERVICES, EVEN IF WE OR OUR AGENTS, REPRESENTATIVES, LICENSORS, VENDORS, SUPPLIERS OR ANY OTHER APPLICABLE THIRD-PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. OUR TOTAL AGGREGATE LIABILITY AND THE LIABILITY OF OUR OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, INDEPENDENT CONTRACTORS, REPRESENTATIVES, AND AGENTS ARISING OUT OF THESE TERMS WILL NOT EXCEED THE GREATER OF THE FEES PAID TO US FOR OUR SERVICES BY YOU IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100. ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO OUR SERVICES MUST COMMENCE WITHIN 1 YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these state laws apply, some or all of the above

disclaimers, exclusions, or limitations may not apply to you.

In the event that any limitation on the period of time for bringing an action, claim, dispute or proceeding against us, located in this “Limitations on Our Liability” section, is determined or held to be inapplicable or unenforceable by any court, arbitration panel or another tribunal, then the statute of limitations for the State of Florida, including Chapter 95, Florida Statutes, will apply to any such action, claim, dispute or proceeding referred to final or binding arbitration.

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13. Your Indemnification of Us

You covenant and agree to defend, indemnify and hold us and our parents, subsidiaries and affiliates and our and their respective officers, members, managers, employees, independent contractors, agents, and representatives harmless from and against all claims and expenses, including attorneys’ fees, arising out of or attributable to (i) any breach or violation of these Terms by you or your representatives; (ii) your failure to provide accurate, complete and current Your Information requested or required by us; (iii) your access or use of our Services; (iv) access or use of our Services under any password that may be issued to you; (v) your transmissions, submissions or postings on or through our Services; or (vi) any personal injury, property damage or emotional distress caused (in whole or in part) by you.

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14. Legal Disputes

a) General. Any Dispute (as defined below) between us relating in any way to or arising out of these Terms or your use of or access to our Services will be resolved in accordance with the provisions set forth below. Please read this “Legal Disputes” section carefully. It affects your rights and will have a substantial impact on how claims you and we have against each other are resolved.

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b) Applicable Law. These Terms are governed by and construed in accordance with the internal laws of the State of Florida, without regard to conflicts of law principles. You agree that our Services shall be deemed: (i) based solely in the State of Florida; and (ii) passive Services that do not give rise to personal jurisdiction over us and our assigns, either specific or general, in jurisdictions other than the State of Florida.

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c) Agreement to Arbitrate. Any action, suit, proceeding or dispute of any kind arising directly, indirectly, or otherwise in connection with, out of, related to or from these Terms or the relationship between you and us (each, a “Dispute”), including the extent to which any Dispute is subject to arbitration pursuant to this Section, will be submitted exclusively to (i) if you are located in the United States, the American Arbitration Association (“AAA”), or (ii) if you are located outside of the United States, the International Court of Arbitration of the International Chamber of Commerce (“ICC”), and in either case, will be finally settled under the Rules of Arbitration of the ICC (“ICC Rules”) or the Consumer Arbitration Rules of the AAA (“AAA Rules”) (as applicable) by one or more arbitrators appointed in accordance with said rules, provided, however, that if the amount in dispute (excluding interest, fees and costs) does not exceed $1,000,000, it will be resolved by a sole arbitrator appointed in accordance with ICC Rules or AAA Rules, as applicable, and if the amount in dispute exceeds $1,000,000, unless otherwise agreed to by you and us, it will be resolved by three (3) arbitrators appointed in accordance with ICC Rules or AAA Rules, as applicable.

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d) Conduct of Arbitration. The arbitration will be conducted exclusively by telephone, online, and/or based solely upon written submissions where no in-person appearance is required, and you and we may participate by means of video conference, teleconference, or other similar communications equipment by means of which all persons participating can hear each other. If an in-person appearance is required, required hearings will take place in Miami-Dade County, Florida, United States. The arbitral proceedings will be conducted in the English language. All awards may if necessary be enforced by any court having jurisdiction. You and we will keep the existence of any Dispute, the existence or details of the arbitration proceeding, and all related documents, negotiations, materials, evidence, judgments, and awards, strictly confidential. Without limiting the generality of the foregoing, except as required by applicable law, neither you nor we will make any public announcements with respect to the proceeding or the award, except as required to enforce same. The results of arbitration pursuant to these Terms will be final and binding on both you and us.

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e) Costs of Arbitration. Arbitration costs will be shared equally by you and us, provided, however, that each of you and us will be responsible for your and our own expenses (including legal fees) and costs related to the presentation and defense of your and our position in the arbitration proceeding and any costs related to the enforcement of any arbitral decision. Notwithstanding the foregoing, the arbitrator(s) will have the right to award reasonable attorneys’ fees and expenses and applicable costs of arbitration in accordance with applicable rules of arbitration.

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f) Prohibition of Class and Representative Actions and Non-Individualized Relief. EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CAN NOT AFFECT OTHER USERS.

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g) YOU DO NOT AND WILL NOT HAVE THE OPPORTUNITY TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS AND YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING S. BY USING OUR SERVICES, YOU CONSENT TO THESE RESTRICTIONS.

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h) Judicial Forum for Legal Disputes. Unless you and we agree otherwise in writing, if any provision of this section is found not to apply to you or to a particular Dispute as a result of a decision by the arbitrator or court order, any such Dispute must be resolved exclusively by a state or federal court located in Miami-Dade County, Florida. You and we will submit to the personal jurisdiction of the courts located within Miami-Dade County, Florida for the purpose of litigating all such claims or disputes.

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i) Our Remedies. You acknowledge that we may be irreparably damaged if these Terms are not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of these Terms by you, we will be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, or to a decree for specific performance of the provisions of these Terms.

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15. Miscellaneous

If any provision of these Terms is contrary to, prohibited by, or deemed invalid under applicable law, such provision will be inapplicable and deemed omitted to the extent so contrary, prohibited, or invalid, but the remainder of these Terms will not be invalidated thereby and will be given full force and effect so far as possible. If any provision of these Terms may be construed in two or more ways, one of which would render the provision invalid or otherwise voidable or unenforceable and another of which would render the provision valid and enforceable, such provision will have the meaning that renders it valid and enforceable.

For purposes of these Terms, the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; and the word “or” is not exclusive. The headings contained in these Terms are for convenience of reference only, are not to be considered a part of these Terms and will not limit or otherwise affect in any way the meaning or interpretation of these Terms.

All covenants, agreements, representations, and warranties made in these Terms, as may be amended in accordance with these Terms from time to time, will survive your acceptance of these Terms and the termination of these Terms.

No failure to exercise and no delay in exercising, any right or any power set forth in these Terms by us will operate as a waiver of such right or power, nor will any single or partial exercise of any right or power under these Terms by us preclude further exercise of that or any other right or power under these Terms.

We may update, amend, or change these Terms at any time, in our sole discretion and without notice. Amendments will take effect immediately upon us posting such updates on our Services. We encourage you to periodically check these Terms for changes, as your continued access and use of our Services following the posting of any changes will automatically be deemed your acceptance of all changes. If you do not agree to any change to these Terms, you must discontinue using our Services.

These Terms replace all previous notices or statements with respect to this subject and cannot be modified orally or in writing by any of our associates, representatives or any other third parties.

We may give, assign, or transfer our rights or obligations under these Terms to any person or entity at any time with or without your consent. You may not give, assign, or transfer your rights or obligations under these Terms to any person or entity without our prior written consent, which may be withheld at our sole discretion. Any attempt to assign your rights or obligations under these Terms without our consent will be void.

We will not be liable for any delay in or failure to perform our Services due to changes, delays, failures, or problems out of our control, including any changes, delays, failures, or problems caused by natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, shortage of transportation facilities, fuel, energy, labor or materials, and other similar events.

You and we are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms.

If you have questions, comments, concerns, or feedback regarding these Terms or our Services, please contact us via email at: legal@nomas.cash, by calling TBD, by post mail at 2900 Southwest 28th Terrace, Suite 202, Miami, FL 33133, USA., or visiting [new web].